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EXHIBIT 10.10
THE RIBEIRO CORPORATION
This Lease made and entered into this 17TH day of JULY, 1996, by and
between, McCARRAN QUAIL PARK, hereinafter called "LESSOR" and TELECHIPS
CORPORATION hereinafter called "LESSEE".
WITNESSETH:
DEMISED
PREMISES Lessor hereby leases, demises and lets unto Lessee, and Lessee
hereby leases, hires and takes from Lessor those certain
premises hereinafter called the "Demised Premises," located in
that certain building (the "Building"), described as follows:
THAT CERTAIN 5,310 SQUARE FEET OF OFFICE SPACE LOCATED AT 0000
XX. XxXXXXXX XXXX., XXXX, XXXXXX 00000 KNOWN AS UNITS #21 &
22 AS OUTLINED IN RED ON THE ATTACHED PLAT MAP MARKED EXHIBIT
"A".
This lease is made upon the following terms, covenants, and
conditions to which the parties hereby agree:
TERM 1. The term of this Lease shall commence on DECEMBER 1, 1996,
and shall continue for a term of TWELVE (12) months from and
after said date of commencement. If the Demised Premises
require improvements to be constructed by the Lessor prior to
occupancy of the said premises by the Lessee, said
improvements shall be set out in "Exhibit A" attached hereto,
consisting of plans, specifications and descriptions of the
work to be performed prior to said date of occupancy, together
with the specification as to the cost of such improvements and
the party to bear such cost of improvement. If, despite
Lessor's best efforts, said premises, as improved in
accordance with the agreement of the parties, is not delivered
by Lessor on or before N/A, 19N/A, this Lease shall have no
further force or effect and each party shall be relieved of
all obligations, each to the other, provided that said date
will be extended for a period equal to the time construction
has been delayed due to causes beyond the reasonable control
of Lessor.
RENTAL 2. (a) Lessee agrees to pay a Base Monthly Rental (plus any
excise, privilege or sales taxes or any tax levied on the
rentals or the receipt thereof, except Lessor's income tax) on
the first day of each calendar month throughout the demised
term without offset or deduction of any kind. Rental is to be
paid in lawful money of the United States of America, which
shall be legal tender at the time of payment of rents, as
follows: 12-01-96 TO 11-30-97: SEVEN THOUSAND NINE HUNDRED
SIXTY FIVE DOLLARS AND N0/100's ($7,965.00) PER MONTH
***ANNEXATION OF 20A CONSISTING OF 889 SQUARE FEET-ORIGINALLY
PART OF XXXXX AND XXXXXXXX.
(b) Lessee understands that the issuance of a check or draft
without funds or with intent to defraud is a criminal offense
punishable by impris-
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onment or by a fine or both fine and imprisonment.
(c) In the event the term of this Lease commences other than
on the first day of a calendar month, or if the termination
date is not the last day of a month, a pro-rated monthly
installment shall be paid for the fractional month during
which this Lease commences and/or terminates. Payment of rent
shall be made by Lessee to Lessor at such addresses as shall
from time to time be designated by Lessor to Lessee in
writing.
(d) If any payment of Base Monthly Rental is not received by
Lessor by the tenth (10th) day of the calendar month in which
it is due, then that Base Monthly Rental payment shall be
increased by five percent (5%). Accordingly, if received
after the tenth (10th) of the month, Base Monthly Rental shall
be: 12-01-96 TO 11-30-97: EIGHT THOUSAND THREE HUNDRED
SIXTY-THREE DOLLARS AND 25/100's ($8,363.25).
Nothing in this Lease shall be construed to permit the payment
of rent after the date on which it is due. The parties hereby
agree that such late charge represents a fair and reasonable
estimate of the costs Lessor will incur by reason of late
payment by Lessee. Acceptance of such late charge by Lessor
shall in no event constitute a waiver of Lessee' s default
with respect to such overdue amount, nor excuse or cure any
default by Lessee under this Lease, nor prevent Lessor from
exercising any of the other rights and remedies granted
hereunder.
(e) "Rent", "Rental", "rent" or "rental" includes the Base
Monthly Rental and other sums as may be due from Lessee
pursuant to any of the provisions of this Lease, and any other
sums, or becoming payable to Lessor under this Lease.
(f) In the event a check comes back for nonsufficient funds, a
services fee of $25.00 will be assessed to the Lessee.
DEPOSIT 3. For and as additional consideration for the making of this
Lease, Lessee shall pay to Lessor, upon execution of the
Lease, the sum of: WAIVED (WAIVED), as a security deposit to
insure Lessee's faithful performance of the terms, conditions,
covenants, and agreements of this Lease. The security deposit
may not be applied against rental payments by the Lessee. If
the Lessee fully complies with all the terms, conditions,
covenants and agreements of the Lease, then within thirty (30)
days after the expiration of the Lease term, and cleanup
completed in conjunction with Paragraph 33, the security
deposit without interest shall be refunded to Lessee (or, at
Lessor's option at the last permitted assignee of Lessee's
interests hereunder) less the reasonable value of damages
suffered by the Lessor, including but not limited to rental
delinquencies, cost of repairs, cleaning, lock and key change
charges, and other obligations of Lessee to Lessor.
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TAXES,
INSURANCE
ASSESSMENTS 4. (a) As additional rental, Lessee agrees to pay to Lessor in
each year of the term of this lease a pro-rated amount equal
to any rate increase of liability and casualty insurance
required by the insurance company upon the building and
demised premises in addition to an amount equal to any
increases in taxes, general or special assessments,
improvements or retrofitting expenses assessed by any federal,
state or municipal authority for the real property of which
the Building and Demised Premises are a part of. The
proration of the insurance, taxes and assessments set forth
above shall be based upon the percentage of the total floor
space of the Building and Demised Premises, whether occupied
or not, to the amount of floor space being leased by Lessee.
Such additional rental shall be paid as soon as the amount
thereof shall have been determined and upon written demand
therefore by Lessor to Lessee, with the next succeeding
installment of rental. Such additional rental shall be
pro-rated for the first and last years of the demised term to
reflect periods during either or both of said years not
included within the demised term.
(b) Lessee agrees to pay or cause to be paid, before
delinquency, any and all taxes levied or assessed and which
become payable during the term hereof upon all equipment,
furniture, fixtures and other personal property located in the
Demised Premises, except that which may be owned by Lessor.
PURPOSE 5. Lessee agrees to use and occupy the Demised Premises
during the term of this Lease for the purpose of: QUALITY
CONTROL AND ADMINISTRATION and for no other purpose whatsoever
without the written consent of Lessor, Lessee shall not use,
or permit the Demised Premises, or any part thereof, to be
used, for any purpose or purposes other than the purpose for
which the said premises are hereby leased; and no use shall be
made of the Demised Premises, or acts done, which will
increase the rate of insurance upon the Building in which said
premises may be located over the standard rate of insurance
prevailing in the area in which said premises are located, or
cause a cancellation of any part thereof, or make it
impossible for Lessor to obtain an insurance policy covering
the Building or any part thereof. If the rate of any
insurance carried by Lessor is increased as a result of
Lessee's use, Lessee shall pay to Lessor, the increase within
ten (10) days after Lessor delivers to tenant a certified
statement from Lessor's insurance carrier stating that the
rate of increase was caused solely by an activity of Lessee on
the premises as permitted in this Lease. Any other provision
hereof to the contrary notwithstanding, Lessee shall not do or
permit anything to be done in or about the premises which will
in any way obstruct or interfere with the rights of other
Lessee's or occupants of the Building or injure or annoy them
or use or allow the premises to be used for any improper,
immoral, unlawful or objectionable purpose, nor shall Lessee
cause, maintain or permit any nuisance in, on or about the
premises. Lessee will not commit or suffer to be committed
any waste in or upon the pre-
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mises.
ALTERATIONS
AND ADDITIONS 6. (a) Lessee shall not, without Lessor's prior written
consent, make any alterations, additions or utility
installations in, on, or about the Demised Premises. As used
in Paragraph 6(a), the term "utility installations" shall
include ducting, power panels, fluorescent fixtures, space
heaters, conduit and wiring. As a condition to giving such
consent, Lessor may require that Lessee agree to remove any
such alterations, additions, improvements or utility
installations at the expiration of the demised term and to
restore the Demised Premises to their prior condition. As a
further condition to giving such consent, Lessor may require
Lessee to provide Lessor, at Lessee's sole cost and expense, a
lien and completion bond in an amount equal to one and one
half (1 1/2) times the estimated cost of such improvements, to
insure Lessor against any liability for mechanics, and
materialmen's liens and to insure completion of the work.
(b) Unless Lessor requires their removal, as set forth in
Paragraph 6(a), all alterations, additions, improvements and
utility installments (whether or not such utility
installations constitute trade fixtures of Lessee), which may
be made on the Demised Premises, shall at the expiration or
earlier termination of the Lease become the property of the
Lessor and remain upon and be surrendered with the Demised
Premises. Notwithstanding the provisions of this Paragraph
6(b), personal property, business and trade fixtures,
cabinetwork, furniture, movable partitions, machinery and
equipment, other than that which is affixed to the Demised
Premises so that it cannot be removed without material damage
to the Demised Premises, shall remain the property of Lessee
and may be removed by Lessee subject to the provisions of
Paragraph 32, at any time during the term of this Lease when
Lessee is not in default hereunder.
(c) If space is equipped with air conditioning and heating
system, Lessor has designed air conditioning and heating
systems for standard office occupancy only. Such systems are
NOT designed for excessive traffic, exposure to outside
temperatures, excessive equipment, excessive personnel, nor
computer room environment. Upgrading of air conditioning and
heating systems can be done at Lessee's expense.
GLASS AND
DOORS 7. Lessee shall be responsible for all doors and glass damages
by wind, etc., on the Demised Premises, and Lessee shall
forthwith replace or repair same at Lessee's sole expense.
ABANDONMENT 8. Lessee agrees not to vacate or abandon the Demised
Premises at any time during the demised term. Should Lessee
vacate or abandon the Demised Premises or be dispossessed by
process of law or otherwise, such abandonment, vacation or
dispossession shall be a default hereunder. Lessee agrees
that any property not claimed within thirty (30) days after
the abandonment of the Demised Premises by the Lessee, or
after the expiration or earlier termination of this Lease,
becomes the property
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of the Lessor and shall be sold by the Lessor and the Lessor
is to retain the proceeds derived therefrom as reimbursement
for costs related to storing said property, and not as a
penalty.
LESSOR'S
CONVEYANCE 9. If during the term of this Lease, Lessor shall convey its
interest in the Demised Premises, then from and after the
effective date of the conveyance, Lessor shall be released and
discharged from any and all obligations under this Lease
except those already accrued.
REPAIRS 10. Lessee, at Lessee's sole expense, shall repair and
maintain the Demised Premises and every part thereof,
including but not limited to all glazing, skylights, and signs
in good, safe and sanitary condition, except those portions
which Lessor agrees to maintain in the Paragraph 10. Lessor
shall, at Lessor's expense, repair and maintain only the
heating and air conditioning equipment and the exterior walls,
exterior roof and cement bedded or sub surface non-accessible
plumbing serving the Demised Premises, sidewalks, driveways,
landscaping and parking lots, except that Lessee shall
reimburse Lessor for any costs incurred by Lessor in repair
and maintenance of damage caused by the intentional or
negligent act of Lessee, its officers, agents, partners,
employees, tradesmen or customers. Lessor shall not be liable
to Lessee or any other party whatsoever for any damage or
injury caused by Lessor's failure to keep or maintain said
heating and air conditioning equipment, exterior walls,
exterior roof, cement-embedded or sub-surface, non-accessible
plumbing, landscaping, sidewalks, driveways, and parking lots
unless Lessee has given Lessor written notice of the need to
repair said portions of the Demised Premises and Lessor has
failed to make said repairs within a reasonable time after
receiving written notice. By entry hereunder, Lessee accepts
the Demised Premises as being in good and sanitary order,
condition and repair. It is understood and agreed that Lessor
has no obligation to alter, remodel, improve, repair,
decorate, or paint the Demised Premises or any part thereof,
except as specifically herein set forth, and no
representation's respecting the condition of the Demised
Premises have been made by Lessor to Lessee, except as
specifically herein set forth.
LAWS AND
REGULATIONS 11. (a) Lessee at its own cost and expense shall comply with
all laws, rules, and orders of all Federal, State and
Municipal Governments, or departments, which may be applicable
to the Demised Premises.
(b) Lessee shall faithfully observe and comply with the rules
and regulations adopted by Lessor from time to time and all
modifications of and additions thereto from time to time put
into effect by Lessor. Lessor shall not be responsible to
Lessee for the nonperformance by any other Lessee or occupant
of the Building of any of said rules and regulations.
INDEMNIFI- 12. Lessor shall not be liable to Lessee, its officers,
agents, employees,
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CATION customers, invitees or third parties for any loss or damage to
property, including goods, wares and merchandise, or for any
injury or death to persons, in, on, or about the Demised
Premises. Lessee agrees to indemnify and hold Lessor harmless
of and from any and all costs, expenses, claims, demands,
obligations, and liabilities, cause or causes or action by
reason of or in connection with the condition of, state of,
repair, or use of the Building, common areas, Demised Premises
or appurtenant thereto including all adjacent sidewalks,
alleys, and parking lots.
SIGNS AND
AUCTIONS 13. Lessee shall not place or permit to be pl aced any
advertising, sign, marquee, awning, decoration or other
attachment to the common areas, or in or on the Building or
the real property on which the Building is situated or on the
roof, front, windows, doors, or exterior walls of the Demised
Premises without the prior written consent of Lessor. Lessor
may without liability, enter upon the Demised Premises or
elsewhere and remove any such advertising, sign, marquee,
awning, decoration or attachment affixed in violation of the
Paragraph 13, all at Lessee's expense. Lessee shall not
conduct any auction in the Demised Premises, the Building, or
on any portion of the real property on which the Building and
Demised Premises are situated, without Lessor's consent. Any
sign on any building must be approved by Lessor in writing.
UTILITIES 14.(a) Lessee from the time it first enters the Demised
Premises for the purpose of setting fixtures, or from the
commencement of the term of this lease, whichever date shall
first occur, and throughout the term of this lease shall be
responsible for and shall pay prior to delinquency for all
heat, light, power, telephone service and all other utilities
and services supplied to or consumed in or on the Demised
Premises, whether occupied or not, except water, sewer and gas
charges, unless separately metered.
(b) LESSOR shall not be held responsible for any interruption
in utilities whatsoever.
ENTRY BY
LESSOR 15. Lessee shall permit Lessor and its agents to enter the
Demised Premises at all reasonable times for any of the
following purposes: To inspect same; to show said premises to
prospective purchasers; to maintain the Building; to make such
repairs to the Demised Premises as Lessor is obligated or
elects to make; to make repairs, alterations, additions or
utility installations to any other portion of the Building; to
post notices of nonresponsibility for alterations, additions,
repairs or any utility installations; for the purpose of
placing upon the property in which said premises are located
any ordinary "for sale" sign. Lessee shall permit Lessor
within sixty (60) days prior to the expiration of this Lease
to place upon the Demised Premises ordinary "for lease" signs,
and to show said premises to prospective Lessees during
reasonable business hours.
PARTIAL AND 16. Lessor shall carry insurance on the Demised Premises under
a xxxx-
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TOTAL
DESTRUCTION dard form of fire and extended coverage policy and in the
event of partial destruction of the Demised Premises during
the term of this Lease from any cause insured under said
policy, Lessor shall forthwith repair the same, provided such
repairs can be made within ninety (90) days from date of such
destruction, under the then applicable laws and regulations of
Federal, State, County and Municipal Authorities and in light
of the extent of such damage and the then condition of the
labor market and availability of materials and supplies, but
such partial destruction shall in no way annul or void this
Lease, except that Lessee shall be entitled to a proportionate
reduction of rent while such repairs are being made, such
proportionate reduction to be based upon the extent to which
the making of such repairs shall interfere with the business
carried on by Lessee in the Demised Premises. In the event
that the Building is destroyed to the extent of not less than
fifty percent (50%) of the replacement cost of the Building,
Lessor may elect to terminate this Lease, whether the Demised
Premises be injured or not. A total destruction of the
Building shall automatically terminate this Lease. Anything
in this Paragraph 16 to the contrary, if at the time of any
such damage there is less than two (2) months term remaining
on this Lease, then this Lease may, at the option of Lessor,
be canceled by notice in writing to Lessee within ten (10)
days from the date of such damage.
ASSIGNMENT
AND SUBLETTING 17. Lessee shall not assign this Lease or any interest herein,
nor lease or sublet the Demised Premises, or any part thereof,
or any right or privilege appurtenant thereto, nor permit the
occupancy or use of any part thereof by any other person,
without the written consent of Lessor first hand and obtained,
and a consent to one assignment, subletting, occupancy or use,
shall not be construed as a consent to any subsequent
assignment, subletting, occupancy or use. The Lessor may
refuse its consent without giving any reason whatsoever, and
such refusal shall nevertheless be binding on Lessee.
DEFAULT 18. If default shall be made in the payment of rent or any
installment thereof, or in the payment of any other amount
required to be paid by Lessee under this Lease, or any other
agreement between Lessor and Lessee, or if in default shall be
made in the performance of any of the other covenants, terms,
conditions, or agreements which Lessee is required to observe
and perform hereunder, or if the interest of Lessee in its
assets and/or this Lease shall be levied on or seized under
execution or other legal process, or if any petition shall be
filed by or against Lessee to declare Lessee bankrupt or to
delay, reduce or modify Lessee's debts or obligations or if
any petition shall be filed or other action taken to
reorganize or modify Lessee's capital structure, or if Lessee
be declared insolvent according to law, or if any assignment
of Lessee's property shall be made for the benefit of
creditors, or if a receiver or trustee is appointed for Lessee
or its property, or if Lessee shall abandon or vacate the
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Demised Premises during the term of this Lease, and thereupon
at its option may, without notice or demand of any kind to
Lessee or any other person, have any one or more of the
remedies specified in Paragraph 19, in addition to all other
rights and remedies provided by law or in equity.
DEFAULT
REMEDIES 19. (a) Lessor may re-enter the Demised Premises with or
without the process of law and take possession of the same
and of all equipment and fixtures of Lessee therein and expel
or remove Lessee and all other parties occupying the Demised
Premises, using such force as may be reasonably necessary to
do so, without being liable to any prosecution for such
reentry or for the use of such force and without terminating
this Lease, at any time and from time to time to relet the
Demised Premises or any part thereof for the account of
Lessee, for such term, upon such conditions and at such rental
as Lessor may deem proper. In such event Lessor may receive
and collect the rent from such reletting and apply it against
any amounts due from Lessee hereunder (including without
limitation such expenses as Lessor may have incurred in
recovering possession of the Demised Premises, placing same in
good order and condition, altering or repairing the same for
reletting, and all other expenses, commissions, and charges
including attorney's fees which Lessor may have paid or
incurred in connection with such repossession and reletting).
Lessor may execute any lease made pursuant hereto in Lessor's
name or in the name of Lessee as Lessor may see fit, and
Lessee thereunder shall be under no obligation to see to the
application by Lessor of any rent collected by Lessor nor
shall Lessee have any right to collect any rent thereunder.
Whether or not the Demised Premises are relet, Lessee shall
pay Lessor all amounts required to be paid by Lessee up to the
date of Lessor's re-entry and thereafter Lessee shall pay
Lessor, until the end of the term hereof, the amount of all
rent and other charges required to be paid by Lessee
hereunder, less the proceed of such reletting during the term
hereof, if any, after payment of Lessor's expenses as provided
above. Such payments by Lessee shall be due at such times as
are provided elsewhere in this Lease, and Lessor need not wait
until the termination of this Lease to recover them by legal
action or otherwise. Lessor shall not, by any re-entry or
other act, be deemed to have terminated this Lease or the
liability of Lessee for the total rent hereunder unless Lessor
shall give Lessee written notice of Lessor's election to
terminate this Lease.
(b) Lessor may give written notice to Lessee of Lessor's
election to terminate this Lease, re-enter the Demised
Premises with or without process of law and take possession of
the same and of all equipment and fixtures therein, and expel
or remove Lessee and all other parties occupying the premises,
using such force as may be reasonably necessary to do so,
without being liable to any prosecution for such re-entry of
for the use of such force. In such event Lessor shall
thereupon be entitled to recover from Lessee the worth, at the
time of such termination, of the excess, if any, of the rent
and other charges required to be paid by Lessee hereun-
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der for the balance of the term hereof (if this lease had not
been so terminated) over the then reasonable rental value of
the Demised Premises for the same period.
(c) Lessee hereby releases, indemnifies, and holds harmless
Lessor from any liability whatsoever for the removal of
persons and the removal and storage of property pursuant to
subparagraphs (a) and (b) of this Paragraph 19.
(d) To secure the full and timely performance of all the
Lessee's obligations under this Lease, Lessee hereby grants to
Lessor a security interest and lien in all of Lessee's
equipment, goods, fixtures, furnishings, furniture, inventory,
machinery, trade fixtures, other property, and the proceeds
therefrom, now or hereafter to be located within the Demised
Premises. In the event of default or breach by Lessee, then
with respect to that security interest, Lessor may exercise
all of the rights and remedies granted a secure party under
the Uniform Commercial Code as adopted in Nevada in effect at
the time.
(e) The remedies given to Lessor in this Paragraph 19 shall be
in addition to and supplemental to all other rights and
remedies which Lessor may have under the laws then in force.
HOLDING OVER 20. If Lessee holds possession of all or a part of the
Demised Premises after the expiration of the term of this
Lease, with or without the express or implied consent of
Lessor, Lessee shall become a tenant from month-to-month only,
upon the terms, covenants, conditions, and agreements herein
specified, so far as applicable. Such holding over shall not
constitute an extension or renewal of this Lease. During such
holding over, the Base Monthly Rental shall be increased fifty
(50%) percent over the Base Monthly Rental provided in
Paragraph 2.
WAIVER 21. No covenant, term, condition or agreement or the breach
thereof shall be deemed waived, except by written consent of
the party against whom the waiver is claimed, and any waiver
or the breach of any covenant, term, condition or agreement
shall not be deemed to be a waiver of any preceding or
succeeding breach of the same or any other covenant, term,
condition or agreement. Acceptance by Lessor of any
performance by Lessee after the time the same shall become due
shall not constitute a waiver by Lessor of the breach or
default of any covenant, term, condition or agreement unless
other wise expressly agreed to by Lessor in writing.
NOTICES 22. Except as otherwise provided in this Lease, all notices or
demands of any kind required or desired to be given by Lessor
to Lessee hereunder shall be in writing and shall be deemed
delivered when hand delivered or forty-eight (48) hours after
depositing the notice or demand in the United States Mail,
certified or registered, postage prepaid, addressed to the
Lessee at the Demised Premises, whether or not Lessee has
departed from,
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abandoned or vacated the Demised Premises. All notices or
demands of any kind by Lessee to Lessor shall be in writing
and shall be deemed delivered when hand delivered or
forty-eight (48) hours after depositing the notice in the
United States Mail, certified or registered, postage prepaid,
addressed to the Lessor at such address as shall from time to
time be designated by Lessor to Lessee in writing.
CONDEMNATION 23. In the event any condemnation proceedings shall be
commenced affecting the Demised Premises, Lessee shall have no
right to claim any valuation for its leasehold interest or
otherwise by reason of its occupancy of or improvements to
said premises, and any condemnation award (Whether adjudicated
or by way of settlement) shall belong in its entirety to
Lessor. In the event of condemnation of a part of the Demised
Premises, the rent shall be reduced in the proportion that the
floor area taken bears to the total floor area prior to the
taking. If condemnation takes more than twenty-five percent
(25%) of the floor area of the Demised Premises or if the
amount of Lessee's parking area following condemnation is not
sufficient to meet the deed restrictions, if any, concerning
parking on real property on which the Demised Premises are
situated, or the local parking ordinances, if any, only then,
may Lessee, at Lessee's option, terminate this Lease as of the
date the condemning authority takes possession of said
condemned portion by giving written notes of termination to
Lessor within ten (10) days after the condemning authority
takes such possession. If Lessee does not terminate this
Lease as hereinabove immediately provided, then the rent
payable shall be reduced as set forth above.
SUBORDINATION 24. This Lease at Lessor's option shall be subject and
subordinate to the lien of any mortgages or deeds of trust in
any amount or amounts whatsoever now or hereafter placed on or
against the real property or improvements, or either thereof,
of which the Demised Premises are a part, or on or against
Lessor's interest or estate therein, without the necessity of
the execution and delivery of any further instruments on the
part of Lessee to effectuate such subordination. If any
mortgage or trustee shall elect to have this Lease prior to
the lien of its mortgage or deed of trust, and shall give
written notice thereof to Lessee, this Lease shall be deemed
prior to such mortgage or deed or trust, whether this Lease is
dated prior or subsequent to the date of said mortgage or deed
of trust or the date of the recording thereof. Lessee
covenants and agrees to execute and deliver upon demand,
without charge therefore, such further instruments evidencing
such subordination of this Lease to the lien of any such
mortgages or deeds of trust as may be required by Lessor.
Lessee hereby appoints Lessor as Lessee's attorney-in-fact,
irrevocably, to execute and deliver any such agreements,
instruments, releases or other documents.
PARKING 25. (a) Lessee and its customers, employees and tradesmen may
park only operative vehicles on the surfaced parking lot
adjacent to the De-
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mised Premises only during Lessee's normal business hours on
terms and conditions as may be established by Lessor from time
to time during the term of this Lease. The parking areas
referred to in this Paragraph 25 shall be used on a
non-exclusive basis with other occupants of the Building. The
parking lot may not be used to store vehicles or to work on
vehicles. No vehicle shall be parked in a parking lot for more
than twenty four (24) consecutive hours. Any vehicles parked
in the parking lots in breach of these terms may be towed away
at Lessee's expense. Lessee releases, indemnities, and holds
harmless Lessor and Lessor's officers, employees, and agents
from any claims arising from or relating to such towing of
vehicles including any aconsequential damages or loss of
property or the use of the vehicle or other property. The
right to tow a vehicle is in addition to Lessor's rights under
the Lease for default or breach of any of the terms hereof.
(b) Other than parking, egress and ingress, Lessee has no
right to use the common area, and Lessee shall not obstruct
the common areas, including the sidewalks, landscaped areas,
paved areas, parking lots, or driveways. Animals, including
watchdogs, are not allowed on the Demised Premises or common
areas.
SUCCESSORS 26. All terms, covenants, conditions hereof shall be binding
upon and inure to the benefit of the heirs, executors,
administrators, successors, and assigns of the parties hereto,
provided that nothing in this paragraph shall be deemed to
permit any assignment, sub-letting, occupancy or use contrary
to the provisions of Paragraph 17.
ENTIRE
AGREEMENT 27. This Lease, along with any exhibits and attachments
hereto, constitutes the entire agreement between Lessor and
Lessee relative to the Demised Premises and this Lease and the
exhibits and attachments may be altered, amended or revoked
only by an instrument in writing signed by both Lessor and
Lessee. Lessor and Lessee hereby agree that all oral
agreements between and among themselves and their agents or
representatives relative to the leasing of the Demised
Premises are merged in or revoked by this Lease.
DEFAULT BY
LESSOR 28. Lessor shall not be in default under this Lease unless
Lessor fails to perform obligations required of Lessor within
a reasonable time, but in no event later than thirty (30) days
after written notice by Lessee to Lessor, specifying wherein
Lessor has failed to perform such obligation; provided,
however, that if the nature of Lessor's obligation is such
that more than thirty (30) days are required for performance,
then Lessor shall not be in default if Lessor commences
performance within such thirty (30) day period and thereafter
diligently prosecutes the same to completion.
LIABILITY 29. Lessee shall, at Lessee's sole cost and expense, obtain
and keep in
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force during the term of this Lease a policy of comprehensive
public liability insurance insuring Lessor, Lessee and
Lessor's mortgage against any liability arising out of the
ownership, use, occupancy or maintenance of the Premises and
all areas appurtenant thereto. Such insurance shall be in the
amount of not less than $1,000,000.00 for injury or death of
one person in any one accident or occurrence and in the amount
of not less than $1,000.000.00 for injury or death of more
than one person in any one accident or occurrence. Such
insurance shall further insure Lessor and Lessee against
liability for property damage of at least $500,000.00. The
limit of any such insurance shall not, however, limit the
liability of the Lessee hereunder. Lessee may provide this
insurance under a blanket policy, provided that said insurance
shall have a Lessor's protective liability endorsement
attached thereto. If Lessee shall fail to procure and
maintain said insurance, Lessor may, but shall not be required
to, procure and maintain same, but at the expense of Lessee.
Insurance required hereunder shall be in companies approved by
Lessor which approval shall not be unreasonably withheld.
Lessee shall deliver to Lessor, upon request, copies of
policies of liability insurance required herein or
certificates evidencing the existence and amounts of such
insurance with loss payable clauses satisfactory to Lessor.
No policy shall be cancelable or subject to reduction of
coverage which Lessor may carry.
ESTOPPEL
CERTIFICATE 30. Lessee shall at any time upon not less than ten (10) days
prior written notice from Lessor execute, acknowledge and
deliver to Lessor a statement in writing; (i) certifying that
this Lease is unmodified in full force and effect, (or if
modified, state the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect)
and the date to which the rent and other charges are paid in
advance, if any and (ii) acknowledging that there are not, to
Lessee's knowledge, any uncured defaults on the part of Lessor
hereunder, or specifying such defaults, if any, are claimed.
Any such statement may be conclusively relied upon by a
prospective purchaser or encumbrancer of the Demised Premises.
Lessee's failure to deliver such statement within such time
shall be conclusive upon Lessee (i) that this Lease is in full
force and effect, without modification except as may be
represented by Lessor, (ii) that there are no uncured defaults
in Lessor's performance, and (iii) that not more than one (1)
month's rent has been paid in advance. If Lessor desires to
finance or refinance the Demised Premises, or any part
thereof, Lessee hereby agrees to deliver to any lender
designated by Lessor such financial statements of Lessee as
may be reasonably required by such lender. Such statements
shall include the past three (3) years financial statements of
Lessee. All such financial statements shall be received by
Lessor in confidence and shall be used only for the purposes
herein set forth.
COSTS OF SUIT 31. (a) If Lessee or Lessor shall bring any action for any
relief against the other, declaratory or otherwise, arising
out of this Lease, including any
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suit by Lessor for the recovery of rent or possession of the
Demised Premises, the prevailing party is entitled to an award
of reasonable attorney's fees which shall be deemed to have
accrued on the commencement of such action and shall be paid
whether or not such action is prosecuted to judgment.
(b) Should Lessor, without fault on Lessor's part, be made a
party to any litigation instituted by Lessee or by a third
party against Lessee, or by or against any person holding over
or using the Demised Premises by license of Lessee, or for the
foreclosure of any lien for labor or material furnished to or
for Lessee or any such other person or otherwise arising out
of or resulting from any act or transaction of Lessee or of
any such other person, Lessee covenants to save and hold
Lessor harmless from any judgement rendered against Lessor or
the Demised Premises or any part thereof, and all costs and
expenses, including reasonable attorney's fees, incurred in or
in connection with such litigation.
CHOICE OF LAW 32. The Lease shall be governed, construed and enforced by
the laws of the State of NEVADA.
SURRENDER 33. Upon the expiration or earlier termination of this Lease,
Lessee shall remove all its signs from the Demised Premises,
return the keys and surrender the Demised Premises in a
condition satisfactory to Lessor. Lessee, at its sole cost
and expense, agrees to repair any damage to the Demised
Premises caused by or in connection with the removal of any
articles of personal property, business or trade fixtures,
machinery, equipment, cabinetwork, furniture, movable
partitions, or permanent improvements or additions, including
without limitation thereto, repairing the floor and patching
and painting the walls where required by Lessor to Lessor's
reasonable satisfaction. Lessee shall indemnify Lessor
against any loss or liability resulting from delay by Lessee
in so surrendering the Demised Premises, including without
limitation, any claims made by any succeeding tenant founded
on such delay.
MISCELLANEOUS 34. The marginal captions of this Lease are for convenience
only and shall not in any way limit or be deemed to construe
or interpret the terms and provisions hereof. The words
"Lessor" and "Lessee" as used herein shall include the plural
as well as the singular. Words used in neuter gender include
the masculine and feminine, words in the masculine or feminine
gender include the neuter. If there be more than one Lessor
or Lessee, the obligations hereunder imposed upon Lessor or
Lessee shall be joint and several.
TIME 35. Time is of the essence of this Lease and each and all of
its provisions.
PARKING
LIMITATIONS 36. (a) Lessor shall have the right to limit the amount of
vehicles parked on the demised premises in connection with
Lessee's business during the term of this Lease
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(b) No storage, repairs, or cleaning of vehicles, parts, or
equipment outside the units will be permitted.
PROMOTIONAL
MATERIALS 37. Lessee shall not use pictures of Lessor's properties for,
but not limited to, brochures, advertising, or promotional
activities without written consent of Lessor.
ALARM SYSTEMS 38. No alarm system shall be attached to the exterior walls of
the Building. When installing a system, the alarm box must be
inside the unit. Lessee shall, at Lessee's sole expense, be
responsible for removal of alarm system and restoring the
Demised Premises to its original condition.
USE OF
DUMPSTERS 39. "In the areas where dumpsters are provided, Lessee may
utilize the dumpsters for waste paper trash only." Packing
skids, boxes and garbage from the complex or home are not to
be placed in or around dumpsters. It is the sole
responsibility of Lessee to dispose of excessive trash and
packaging materials somewhere else or obtain their own
dumpster. "In areas where dumpsters are not provided, it is
Lessee's responsibility to dispose of their trash or provide
their own dumpster." Trash stored outside the Building, not
in dumpster, is prohibited and Lessor shall have the right to
charge a fine to Lessee for committing said storage or waste
on the premises.
______________ 40. Lessee agrees not to park vehicles in front of other
units whether vacant or occupied.
______________ 41. Lessee agrees not to store vehicles in parking lot more
than twenty-four (24) hours, or they will be towed at Owner's
expense.
______________ 42. Lessee agrees not to wash or work on vehicles outside
Demised Premises.
______________ 43. Lessee is with understanding that he is allotted one (1)
parking space per 250 square feet of office space.
N/A 44. Lessee is aware that "Park 2001" Associates have signed an
avigation easement with the Xxxx Xxxxxx International Airport
Authority.
N/A 45. Lessee understands that because of the proximity of the
leased premised to Xxxx Xxxxxx International Airport, the
noise levels may be experienced by reason of the operation of
the airport within FAA parameters and the Lessee agrees to
hold the Airport Authority, the City of Reno, Park 2001
Associates, and The Ribeiro Corporation harmless from any
claim or litigation stemming from normal or reasonable
operations of the airport that fall within FAA parameters of
conduct of operations.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease, or as the case
may be, have caused their officers thereunto duly authorized to execute this
Lease in duplicate, the day and year first written above.
McCARRAN QUAIL PARK TELECHIPS CORPORATION
LESSOR LESSEE
________________________________ __________________________________
XXXXXX X. XXXXX C. A. XXXXX
VICE PRESIDENT OF LEASING, RENO
DATE: AS: PRESIDENT & C.E.O.
-------------------------------- ---------------------
BY:
----------------------------------
XXXX XXXXXX
AS: VICE PRESIDENT
-------------------
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DUTIES OWED BY A NEVADA REAL ESTATE LICENSEE
In Nevada, a real estate licensee can (1) act for only one party to a real
estate transaction, (2) act for more than one party to a real estate
transaction with written consent of each party, (3) act as a broker who assigns
different licensees affiliated with the broker's company to separate parties to
a real estate transaction. A licensee, acting as an agent, must act in one of
the above capacities in every real estate transaction. If this form is used
for a lease, the term Seller shall mean Landlord/Lessor and the term Buyer
means Tenant/Lessee.
LICENSEE: The licensee in the real estate transaction is Xxxxxx X. Xxxxx
("Licensee"), whose license number is 18931. The Licensee is acting for Xxxxxx
X. Xxxxx ('Broker'), whose company is THE RIBEIRO CORPORATION ("Company").
A NEVADA REAL ESTATE LICENSEE IN A REAL ESTATE, TRANSACTION SHALL:
1. Disclose to each party to the real estate transaction as soon as is
practicable:
(a) Any material and relevant facts. data or information which
Licensee, or which by the subject of the real estate care and
diligence licensee should have known, relating to the property
which is the subject of the real estate transaction.
(b) Each source from which Licensee will receive compensation as a
result of the transaction.
(c) That Licensee is a principal to the transaction or has an
interest in a principal to the transaction.
(d) Any changes in Licensee's relationship to a party to the real
estate transaction.
2. Disclose, if applicable, that Licensee is acting for more than one
party to the transaction. Upon making such a disclosure the licensee
is acting for more than on party to the transaction for whom the
Licensee is acting before Licensee may continue to act in Licensee's
capacity as an agent.
3. Exercise reasonable skill and care with respect to all parties to the
real estate transaction.
4. Provide to each party to the real estate transaction this form.
5. Not to disclose, except to the Broker confidential information
relating to a client.
6. Exercise reasonable skill and care to carry out the terms of the
brokerage agreement and to carry out Licensee's duties pursuant to the
terms of the brokerage agreement.
7. Not to disclose confidential information relating to a client for 1
year after the revocation or termination of the brokerage agreement,
unless Licensee is required to do so by order of the court.
Confidential information includes, but is not limited to the client's
motivation to purchase, sell or trade and other information of a
personal nature.
8. Promote the interest of his client by:
(a) Seeking a sale, lease or property at the price and terms
stated in the brokerage agreement or at a price acceptable to
the client.
(b) Presenting all offers made to or by the client as soon as it
is practicable.
(c) Disclosing to the client material facts of which the Licensee
has knowledge concerning the transaction.
(d) Advising the client to obtain advice from an expert relating
to matters which are beyond the expertise of the Licensee.
(e) Accounting for all money and property Licensee receives in
which the client may have an interest as soon as is
practicable.
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17
9. Not deal with any party to a real estate transaction in a manner which
is deceitful, fraudulent or dishonest.
10. Abide by all duties, responsibilities and obligations required of
Licensee in chapters 119, 119A, 119B, 645, 645A and 645C of the NRS.
In the event any part of the real estate transaction is also represented by a
Licensee who is affiliated with the same Company, the Broker may assign another
Licensee to act for that party. The above Licensee will continue to act for
you. As set forth above, no confidential information will be disclosed.
I/We acknowledge receipt of a copy of this list of Licensee duties, and have
read and understand this disclosure.
Lessee__________________________Date__________Date________Time___________am/pm
Lessor__________________________Date__________Date________Time___________am/pm
CONFIRMATION REGARDING REAL ESTATE AGENT RELATIONSHIP
Property Address: 0000 Xx. XxXxxxxx Xxxx., #00 & 22, Xxxx, Xxxxxx 00000
I/We confirm the duties of a real estate Licensee, of which has been presented
and explained to me/us. My/Our representative's relationship is:
is the AGENT of is the AGENT of
Seller Exclusively* _ Both Buyer & Seller** Buyer Exclusively** _ Seller
Exclusively* @ Buyer & Seller
**IF AGENT IS ACTING FOR MORE THAN ONE PARTY IN THIS TRANSACTION, you will be
provided a Consent to Act Form for your review, consideration and approval or
injection. A Licensee can legally represent both the Lessor and Lessee in a
transaction ONLY with the knowledge and written consent of BOTH the Lessor and
Lessee.
*A Licensee who is acting for the Lessor exclusively, is not representing the
Lessee and has no duty to advocate or negotiate for the Lessee.
**A licensee who is acting for the Lessee exclusively, is not representing the
Lessor and has no duty to advocate or negotiate for the Lessor.
The Ribeiro Corporation
Telechips Corporation
Lessee guarantees that neither Lessee nor any of Lessee's employees, agents, or
visitors to his premises shall use, store, or dispose of any hazardous or toxic
materials or chemicals within the subject premises or any other area within the
Project of which the premises is a part. Any such
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18
use or storage of any hazardous or toxic materials or chemicals within the
subject premises or other parts of the Project shall constitute a material
breach of this Lease, and Lessor shall be entitled to carry out all means
necessary to recover from this breach (as outlined within the Lease). In
addition, Lessee shall have sole financial and legal responsibility for the
proper and legal cleanup of any spillage or other contamination caused by any
use of toxic or hazardous materials by Lessee.
It is further agreed that if, upon written notice from Lessor that Lessee has
violated the above provisions of this Agreement, Lessee does not complete
necessary steps (as outlined in said written notice from Lessor) to achieve
satisfactory cleanup within 72 hours, Lessor shall have the right to complete
necessary cleanup and xxxx the entire cost (including any legal costs incurred
by Lessor) of same to Lessee.
Lessee will also bear the entire cost of any government cleanup order or any
third-party lawsuit, caused by spillage or contamination caused by any use of
toxic or hazardous materials by Lessee.
Hazardous or toxic material means any substance now, or hereafter, identified
by any government agency requiring special handling, disposal, or control
unlike regular refuse.
McCARRAN QUAIL PARK TELECHIPS CORPORATION
LESSOR LESSEE
________________________________ _____________________________
XXXXXX X. XXXXX C. A. XXXXX
VICE PRESIDENT OF LEASING, RENO
DATE: AS: PRESIDENT & C.E.O.
-------------------------------- ---------------------
BY:
------------------------------
XXXX XXXXXX
AS: VICE PRESIDENT
-------------------
COMMERCIAL RESIDENTIAL DEVELOPMENT
0000 X. XxXxxxxx, Xxxx. Xxxx, Xxxxxx 00000 (702)825-7979
California Contractor 237166
Nevada Contractor II 652
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INSURANCE AGREEMENT
We, C. A. Xxxxx, President & C.E.O., & Xxxx Xxxxxx, Vice President, do hereby
agree that myself or my company has or will have insurance required in our
lease, and that rider shall be given to The Ribeiro Corporation within thirty
days of the signing of my lease. This rider shall include The Ribeiro
Corporation as an additional insured for the demised premises that we lease.
At no time do we understand that insurance is not needed for leasing property
with The Ribeiro Corporation.
McCARRAN QUAIL PARK TELECHIPS CORPORATION
LESSOR LESSEE
________________________________ _____________________________
XXXXXX X. XXXXX C. A. XXXXX
VICE PRESIDENT OF LEASING, RENO
DATE: AS: PRESIDENT & C.E.O.
------------------------------- ---------------------
BY:
-----------------------------
XXXX XXXXXX
AS: VICE PRESIDENT
-------------------
COMMERCIAL RESIDENTIAL DEVELOPMENT
0000 X. XXXXXXXX, Xxxx. Xxxx, Xxxxxx 00000 (702)825-7979
California Contractor 237166
Nevada Contractor II 652
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Disclaimer
All agreements and concessions between Lessor and Lessee for the property
located at 6490 So. McCarran Blvd.. Reno. Nevada-, 89509 Unit(s) & 22 are
contained within this Lease, dated July 17, 1996; Addenda or attached letters
(no verbal agreements). Any modifications, remodels or maintenance of leased
unit(s) required after Lessor and Lessee have signed this Lease that are not
specifically described in this Lease, Addenda, attached letters and
walk-through will be at no cost to the Lessor. Prior to vacating unit(s) ,
Lessee agrees to restore unit(s) to the condition in which it was received,
except for normal wear and tear, at Lessee's expense unless changes to the unit
are approved, in writing, by Lessor. Discrepancies identified during the
initial walk-through inspection that are not repaired by Lessor will be
included in the Lease file, and Lessee will not be charged for such repairs.
McCARRAN QUAIL PARK TELECHIPS CORPORATION
LESSOR LESSEE
________________________________ __________________________________
XXXXXX X. XXXXX C. A. XXXXX
VICE PRESIDENT OF LEASING, RENO
DATE: AS: PRESIDENT & C.E.O.
-------------------------------- ---------------------
BY:
---------------------------------
XXXX XXXXXX
AS: VICE PRESIDENT
-------------------
COMMERCIAL RESIDENTIAL DEVELOPMENT
0000 X. XxXxxxxx, Xxxx. X, Xxxx, Xxxxxx 00000 (702) 825-7979
California Contractor 237166
Nevada Contractor II 652
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