Exhibit 10.22
OFFICE LEASE AGREEMENT
THE DEL MAR MORTGAGE BUILDING
BASIC LEASE INFORMATION AND DEFINED TERMS
LEASE DATE: JANUARY 5, 2001
LANDLORD: THE WILDWOOD HILLS DEVELOPMENT, CORPORATION
X.X. Xxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: XXXX X. ROLES, PRESIDENT
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
TENANT: THE VESTIN GROUP
d.b.a. VESTIN MORTGAGE, INC.
0000 Xx Xxxxxx Xxx. xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attention: XXXXXXX XXXXXXX, COB, CEO
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
PROJECT THE DEL MAR BUILDING
0000 Xx Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx
BUILDING: The entire two-story office building located on the Project
and generally depicted on Exhibit "A".
LEASED PREMISES: The portion of the Building designated as suite 103 and
generally depicted on Exhibit "B" as the shaded area.
TOTAL RENTABLE AREA: 20,000 square feet, (gross).
TENANT AREA: 1,281 square feet, (gross).
TERM OR LEASE TERM: five years
INITIAL TERM: Sixty (60) months calculated from the first day of the next
calendar month after the Commencement Date occurs (or calculated
from the Commencement Date if that date occurs on the first of
the month).
COMMENCEMENT DATE: April 1, 2001.
EXTENSION TERMS: One five year term
MINIMUM RENT: $1.92+- per square foot of Tenant Area for the first Twelve
(12) months of the term as listed below:
(1st year)$1.92+- per square foot of tenant area, April 1, 2001 to March 31,
2002-$2,460.00 per month, $29,520.00 per year.
(2nd year)$1.92+- per square foot of tenant area, April 1, 2002 to March 31,
2003-$2,485.00 per month, $29,820.00 per year.
(3rd year)$1.995+- per square foot of tenant area, April 1, 2003 to March 31,
2004-$2,556.00 per month, $30,672.00 per year.
(4th year)$2.016+- per square foot of tenant area, April 1, 2004 to March 31,
2005-$2,583.00 per month, $30,996.00 per year.
(5th year)$2.071+- per square foot of tenant area, April 1, 2005 to March 31,
2006-$2,653.00 per month, $31,836.00 per year.
IMPROVEMENT ALLOWANCE: Landlord will provide no improvement allowance. The
suites are to be leased in "AS IS CONDITION".
SECURITY DEPOSIT: N/A
EXPENSE STOP: N/A
REPLACEMENT OF LEASE IT IS MUTUALLY AGREED THAT THIS LEASE, AS OF MARCH 1,
2001 SHALL REPLACE THE LEASE AGREEMENT DATED APRIL 8,
1999 BY AND BETWEEN WILDWOOD HILLS DEVELOPMENT, CORP.
AND DEL MAR HOLDINGS (VESTIN GROUP) d.b.a. VESTIN
MORTGAGE, INC.. THE APRIL 8, 1999 LEASE SHALL BECOME
NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT,
EXCEPTING THAT THE BASE YEAR USED FOR TENANTS
PROPORTIONATE SHARE OF "PROJECT OPERATING COSTS" NOW
REFERRED TO IN SECTION 3 c. OF THIS LEASE AGREEMENT,
AS THE "RENTAL ADJUSTMENTS," SHALL USE APRIL 8, 1999
AS THE BEGINNING OF THE BASE YEAR AGAINST WHICH ALL
"RENTAL ADJUSTMENTS" WILL BE MADE.
PERMITTED USE: GENERAL OFFICE / ADMINISTRATIVE / AND WORK OF RELATED
PURPOSES.
GENERAL TERMS AND CONDITIONS
DESCRIPTION OF BUILDING AND LEASED PREMISES.
a. Leased Premises. Landlord leases to Tenant, and Tenant leases
from Landlord, the Leased Premises upon the terms and
conditions set forth in this Agreement, the Leased Premises.
b. Square Footage. Tenant confirms that it has had ample
opportunity to inspect the Leased Premises and Project and to
confirm the Total Rentable Area and Tenant Area. Tenant
acknowledges that there are several different methods to
calculate the square footage, and Tenant has approved the
method used to calculate the Total Rentable Area and Tenant
Area specified in this Lease.
1. TERM AND POSSESSION.
a. Term. This Lease is binding upon Landlord and Tenant as of the
Lease Date, but the Term of this Lease will commence on the
Commencement Date.
b. Possession. If Landlord is unable to deliver possession of the
Leased Premises ready for occupancy at the Outside Delivery
Date, Landlord will not be liable for any damage, Tenant
waives any claims or causes of action against Landlord
relating to the delay, and this Lease will become voidable at
the option of Landlord. If Landlord is unable to deliver
possession of the Leased Premises ready for occupancy at the
Outside Delivery Date, no Rent will be payable by Tenant to
Landlord for any pro rata portion of the Lease Term prior to
actual delivery to Tenant of possession of the Leased Premises
ready for occupancy. If the Leased Premises are not ready for
occupancy within 60-days after the Outside Delivery Date,
Tenant will have the right to terminate and cancel this Lease
and all obligations of Landlord and Tenant under this Lease by
delivery of written notice to Landlord.
2. RENT.
a. Aggregate Rent. Tenant will pay to Landlord, the aggregate of
the Minimum Rent,
Parking Charges, Rental Adjustments, and Additional Rent, plus
any taxes levied on rents (collectively, the "RENT"), in
advance, on the Commencement Date and thereafter on the first
day of each calendar month during the Lease Term. All payments
of Rent will be paid by Tenant, without prior notice or demand
or deduction or offset, to Landlord at the address set forth
on this Lease or at any other place that Landlord may from
time to time designate in writing. If Landlord has not
received payment of the monthly installment of Rent within
five days after the 1st day of each month with or without
delivery of written notice by Landlord to Tenant, Tenant will
pay, as Additional Rent, a late charge equal to ten percent of
the unpaid amount. Any payment of Rent that is not paid in a
timely fashion and considered dilequent after the date due
will bear interest at the rate of 12%.
b. PARKING CHARGES. TENANT WILL PAY TO LANDLORD THE PARKING
CHARGES SET FORTH IN EXHIBIT C.
c. Rental Adjustments.
i. Definitions. For purposes of calculating the Rental
Adjustments, the following terms will have the
meanings ascribed below.
ii. "OPERATING COSTS" means all costs and expenses that
are associated with the ownership, operation, and
maintenance of the Project (excluding depreciation
and all amounts paid on loans) including, by way of
illustration but not by way of limitation, the cost
and expense of: real and personal property taxes and
assessments, whether assessed against the Project,
Landlord, or assessed against Tenant and collected by
Landlord; utilities; supplies; Landlord's insurance
premiums; deductible amounts on any insurance claims
under Landlord's insurance; all costs and expenses of
repairs, maintenance, replacements, and renovations,
or additions required by any governmental entity
having jurisdiction over the Project or Landlord, and
including the amount of amortization on those items
that Landlord chooses to capitalize; management fees;
and all other costs that can properly be considered
expenses of operating or maintaining the Project.
Operating costs will not include leasing commissions
for any new lease and will not include the costs and
expenses associated with the construction and
installation of the Building Standard Work for
tenants that may enter into leases for unleased
portions of the Building after the Commencement Date
of the Lease. For purposes of this Paragraph
3.3(a)(ii) only, the word "replacements" will not
include the cost and expense of correcting initial
construction defects in the foundation, bearing
walls, exterior walls, subflooring, and roofs of the
Building and will not include the costs and expenses
for replacements to the foundations, bearing walls,
exterior walls, subflooring and roofs of the Building
unless the replacements are occasioned by the
reckless or intentional acts or omissions of Tenant
or any other person who may be in or upon the Project
with the consent (implied or otherwise) of Tenant.
iii. "OPERATIONAL YEAR" means all or any portion of any
calendar year during which this Lease is in effect.
iv. "EXCESS COST" means the amount by which the Operating
Costs for any Operational Year exceed the Expense
Stop.
v. "RENTAL ADJUSTMENTS" means an amount equal to the
product obtained by multiplying the Tenant Area by
the quotient derived by dividing the Excess Cost
by the Total Rentable Area.
d. Payment of Rental Adjustments. Prior to the commencement of
each full or partial Operational Year during the Term of this
Lease, Landlord will deliver to Tenant a written estimate in
reasonable detail of Operating Costs and Tenant's estimated
Rental Adjustment for the year. Thereafter, with each payment
of Minimum Rent, each month Tenant will pay 1/12 of the
estimated Rental Adjustment. As soon as practicable after the
end of each Operational Year, Landlord will submit to Tenant a
written statement showing the actual Operating Costs for that
Operational Year, Tenant's share of actual Operating Costs,
Tenant's actual Rental Adjustments, and the difference between
Tenant's actual Rental Adjustments and the amount of estimated
Rental Adjustments paid by Tenant. If the Tenant's actual
Rental Adjustments exceeds the amount of Rental Adjustments
paid by Tenant for that Operational Year, Tenant will pay to
Landlord within 30 days of receipt of the written statement,
the full amount of the excess. If the Tenant's actual Rental
Adjustments is less than the amount of estimated Rental
Adjustments paid for that Operational Year, the amount will be
credited against the next monthly Rent payment(s) due Landlord
from Tenant. If this Lease commences or terminates on a day
other than the first day of an Operational Year, Tenant will
be charged only for Rental Adjustments for the portion of the
Operational Year that falls within the Lease Term.
e. Additional Rent. Without limiting any of Tenant's covenants or
agreements contained in this Lease and without limiting
Tenant's obligation to pay any other component of the Rent,
Tenant agrees that it will pay to Landlord, as "ADDITIONAL
RENT," all additional amounts designated in this Lease,
whether or not described as Rent.
4. LEASED PREMISE' USE.
a. Use. Tenant will use the Leased Premises only for the
Permitted Use and not otherwise. No use will be made of the
Leased Premises, and no act will be done in or about the
Leased Premises, that is illegal, unlawful, or that will
increase the existing rate of insurance upon the Leased
Premises, the Building or the Project. Tenant will not commit
or allow any public or private nuisance or other act or thing
that disturbs the quiet enjoyment of any other tenant in the
Building, nor will Tenant, without the prior written consent
of Landlord, use any apparatus, machinery or device in or
about the Leased Premises that will cause any substantial
noise or vibration. If any of Tenant's office machines or
other equipment disturbs the quiet enjoyment of any other
tenant in the Building, Tenant will take the action as may be
necessary to immediately eliminate the disturbance.
b. Floor Load. Tenant will not bring upon the Leased Premises any
item with weight sufficient to potentially cause damage to, or
that may jeopardize the structure of, the Leased Premises or
the Building.
5. SERVICES PROVIDED BY LANDLORD. Landlord will maintain the public and
common areas of the Building and the Project, such as lobbies, stairs,
elevators, landscaping, corridors, parking lots and public restrooms,
in good order and condition except for damage occasioned by the act or
negligence of Tenant. Landlord will furnish the water for common areas
and with electricity for lighting and the operation of the elevator. It
will be the responsibility of Tenant to maintain the leased premises.
Landlord will not be liable for damages, nor will Tenant's obligation
to pay Rent be abated, for Landlord's failure to furnish or for delay
in the furnishing any of the foregoing services, if the failure or
delay is caused by accident or conditions beyond the
reasonable control of Landlord. The temporary failure to furnish any of
the services will not be construed as an eviction of Tenant and will
not relieve Tenant from the duty of observing and performing any of the
provision of this Lease so long as Landlord proceeds with reasonable
diligence to correct any the failure.
6. REPAIRS AND ALTERATIONS. Tenant agrees by taking possession of the
Leased Premises that the Leased Premises are then in a tenantable and
good condition, that Tenant will take good care of the Leased Premises,
and the Leased Premises will not be altered or changed without the
prior written consent of Landlord. Tenant waives any right to make
repairs at Landlord's expense. Tenant will not make changes to locks or
doors or add, disturb, or in any way change any plumbing, ducting, or
wiring without first obtaining the written consent of Landlord. All
damage or injury done to the Project by Tenant or by any persons who
may be in or upon the Project with the consent of Tenant will be paid
for by Tenant, and Tenant will pay for all damage to the Project caused
by Tenant's misuse; however, Tenant will pay for structural damage to
the Project only if occasioned by negligent, reckless, or intentional
acts or omissions of Tenant or any other person who may be in or upon
the Project with the consent (implied or otherwise) of Tenant. All
repairs to the Leased Premises necessary to maintain the Leased
Premises in a tenantable and good condition will be done by or under
the direction of Landlord at Tenant's expense (payable to Landlord
immediately upon demand) except as otherwise specifically provided in
this Lease. Tenant will pay for the replacement of doors or windows of
the Leased Premises that are cracked or broken by Tenant, its
employees, agents or invites, and Tenant will not put any curtains,
draperies or other hangings on or beside the windows in the Leased
Premises without first obtaining Landlord's written consent. Landlord
may make any alterations or improvements that Landlord may deem
necessary for the preservation, safety, or improvement of the Project.
All alteration, additions, and improvements, except fixtures installed
by Tenant and that are removable without damage to the Building, will
become or remain, as applicable, the property of Landlord.
7. ENTRY INTO PREMISES. Tenant will permit Landlord its agents to enter
into and upon the Leased Premises at all reasonable times for the
purpose of inspecting the Leased Premises or for the purpose of
cleaning, repairing, altering, or improving the Leased Premises or
Building, and when necessary for the purpose, Landlord may close
entrances, doors, corridors, elevators, or other facilities without
liability to Tenant by reason of the closure and without the action by
Landlord being deemed an eviction of Tenant or to relieve Tenant from
the duty of observing and performing any and all of Tenant's
obligations of this Lease, so long as Landlord proceeds with reasonable
diligence to make the alterations and repairs. LANDLORD AND ITS AGENTS
MAY ENTER THE LEASED PREMISES FOR THE PURPOSE OF SHOWING THE LEASED
PREMISES TO PROSPECTIVE TENANTS FOR A PERIOD OF 180 DAYS PRIOR TO THE
EXPIRATION OF THE LEASE TERM, AND MAY ENTER AT ANY REASONABLE TIME TO
SHOW THE LEASED PREMISES TO PROSPECTIVE PURCHASERS OR LENDERS.
8. DAMAGE OR DESTRUCTION. If any part of the Project is damaged by fire or
other casualty that is fully covered by Landlord's insurance and that
is without the fault of Tenant, the damage will be repaired by
Landlord, so long as the repairs can be made within 60 days after the
occurrence of the damage. Until the repairs are completed, the Rent
will be abated in proportion to the part of the Leased Premises that is
unusable by Tenant in the conduct of its business as the result of the
casualty. If the repairs cannot be made within 60 days, Landlord may,
at Landlord's election, make them within a reasonable time using due
diligence, and, if Landlord elects to make the repairs, this Lease will
continue in effect and the Rent will be abated in the manner provided
above. Landlord's election to make repairs that cannot made within 60
days after the
occurrence of the damage must be evidenced by written notice to Tenant
within 30 days after the occurrence of the damage. If landlord does not
so elect to make the repairs, then either party may, by written notice
to the other, given within 30 days after end of Landlord's 30-day
election period described above, terminate this Lease.
9. ADVERTISING AND SIGNAGE. Tenant will not post, place, or in any manner
display any sign, inscription, notice, picture, placard or poster, or
any advertising material whatsoever anywhere in or about the Project at
places visible from anywhere outside the Leased Premises without first
obtaining Landlord's written consent. Tenant, however, will be
specifically entitled to : (i)_ a reasonable amount of space for its
name on the door as signage for the leased premises; and (ii)_ a
reasonable amount of space on any building directory that may be
located on the Project.
10. HOLD HARMLESS. Tenant will defend, indemnify, and hold harmless
Landlord on demand for, from, any against any and all liability,
damages, costs, or expenses, including attorney's fees, arising from
any act, omission, or negligence of Tenant, or the officers,
contractors, licensees, agents, servants, employees, guests, invitees,
or visitors of Tenant in or about the Project, or arising from any
accident, injury or damage to any person or property occurring in or
about the Project.
11. INSURANCE. During the term of the Lease, Tenant will maintain liability
insurance, fire insurance with extended coverage, and water damage
insurance in amounts sufficient to fully cover Tenant's improvements
and all property in the Leased Premises that is not owned by Landlord,
and liability insurance against claims of death, personal injury, and
property damage in or about the Leased Premises, in amounts that are
acceptable to Landlord. Policies for the insurance will waive any right
of subrogation against Landlord, will show Landlord as an additional
insured and will not be cancelable with less than 30 days notice to
Landlord. Prior to taking possession of the Leased Premises and,
thereafter, within 30 days prior to the expiration or cancellation of
any previously delivered policy, Tenant will deliver to Landlord
evidence satisfactory to Landlord that the insurance is fully paid for
the immediately succeeding one year period.
12. LIENS AND BANKRUPTCY. Tenant will keep the Project and Leased Premises
free from any liens or encumbrances arising out of any work performed
by or on behalf of Tenant or otherwise relating to any act of Tenant.
If Tenant is adjudged bankrupt, or insolvent, or make any assignment
for the benefit of creditors, or if the business conducted on the
Leased Premises passes into the hands of any receiver, court, trustee,
or officer, or if the Term of this Leased is attached or taken on
execution, this will constitute an event of default under the Lease,
and Landlord may, at its option, exercisable in its sole discretion by
written notice to Tenant, terminate this Lease and recover possession
of the Leased Premises from any and all parties.
13. DEFAULT BY TENANT. Upon breach or default of this Lease by Tenant,
Landlord may pursue any and all rights, at law or equity, against
Tenant. Except when Landlord feels reasonably and justifiable insecure
as to the solvency of the Tenant or its ability to perform its
obligations under the Lease, Tenant will have 20 days after receipt of
written notice from Landlord within which to completely cure any
non-monetary default; however, if the non-monetary default is not
completely cured within 20 days and Tenant demonstrates to Landlord
that Tenant is using (and will continue to use) its best efforts to
completely cure the non-monetary default, Tenant will have the
additional time to cure as Landlord deems reasonably appropriate under
the circumstances. In no event, however, will the time period within
which Tenant must completely cure any non-monetary default extend to a
period of time greater than 90 days. Without limiting the foregoing,
at expiration of the term of this lease or if default is made in the
payment of Rent or in the performance of any agreements of Tenant
contained in this Lease, Landlord, or its
agent, will have the right to enter and take possession of the Leased
Premises. In the case of re-entry by Landlord, and Tenant agrees to
deliver the Leased Premises without process of law, Tenant's rights to
occupy or control the Leased Premises will immediately cease, and this
Lease, at the option of Landlord, will terminate. If any default or
breach by Tenant occurs, the obligations of Tenant under this Lease,
including Tenant's obligation to pay Rent, will not cease, and Tenant
will be liable for any loss or damage to Landlord for failure to comply
with this Lease. If Landlord retakes possession of the Leased Premises,
Landlord may remove and store all personal property of Tenant in any
place selected by Landlord at the expense and risk of Tenant. Landlord
may sell any or all of the property at public or private sale as
provided by law and will apply the proceeds of the sale first to the
cost of the sale, second to the payment of charges for storage, if any,
third to the payment of other sums that may be due from Tenant to
Landlord under the terms of this Lease, and fourth the balance, if any,
to Tenant. Tenant waives all claims for damages that may be caused by
Landlord's re-entering and taking possession of the Leased Premises,
removing, storing, and/or selling the property of Tenant. No re-entry
of Landlord will be considered or construed to be a forcible entry.
14. COSTS AND ATTORNEYS' FEES. If either party employs legal counsel to
enforce any term of this Lease, the other party will pay to the
prevailing party, immediately upon demand, the prevailing party's cost,
expenses, and attorney's fees.
15. NO-WAIVER. Waiver by Landlord of any breach of Tenant of any term,
covenant, or condition of this Lease will not be deemed to be a waiver
of the term, covenant, or condition or a waiver of any subsequent
breach of the term, covenant, or conditions. The acceptance of Rent by
Landlord will not be deemed to be a waiver of any existing breach by
Tenant of any term, covenant, or condition of this Lease, regardless of
Landlord's knowledge of the existing breach at the time of acceptance
of the Rent.
16. ASSIGNMENT AND SUBLETTING. Tenant will not assign this Lease or sublet
all or any part of the Leased Premises without Landlord's prior written
consent. Any attempt to do otherwise will be void and of no effect.
No assignment or subletting will relieve Tenant of Tenant's
liability under this Lease. If Tenant desires to assign this Lease or
sublet all or any part of the Leased Premises and Tenant has notified
Landlord of this desire, Landlord will not unreasonably withhold its
consent to a change or modification of the "use" clause contained in
Paragraph 4.1 so long as the proposed change or modification is not
incompatible with existing uses and is not prohibited by the terms of
any existing lease or related agreement.
17. SUCCESSORS. Subject to the restrictions set forth in Paragraph 16, all
of the covenants, agreements, terms, and conditions contained in this
Lease will apply to and be binding upon Landlord and Tenant and their
respective heirs, executors, administrators, successors, and assigns.
18. SUBORDINATION. At the lender's election, this Lease will automatically
be subordinate to any mortgage or deed of trust placed upon the Project
by Landlord, to any and all advances made or to be made under the
mortgage or deed of trust, and to all renewals, replacements and
extensions of the mortgage or deed of trust. Within 15 days of
presentation, Tenant will execute, acknowledge and deliver to Landlord
any subordination, attornment, or non-disturbance agreement or other
instrument that Landlord or Landlord's lenders, may require.
19. SALE BY LANDLORD. A sale or conveyance of all or any part of the
Project or Leased Premises will operate to release Landlord from
liability for events occurring subsequent to the sale or conveyance and
any express or implied covenants or conditions contained in this Lease,
Tenant will look solely to Landlord's successor in interest in and to
this Lease. This Lease will not be
affected by any subsequent sale or conveyance, and Tenant will attorn
to the successor in interest. If Tenant has made a Security Deposit,
Landlord may transfer the Security Deposit to its successor in
interest, and Landlord will be discharged from further liability.
20. ESTOPPEL CERTIFICATE. Within 10 business days after delivery of
Landlord's written request, Tenant will execute, acknowledge and
deliver to Landlord a written statement on a form provided by Landlord:
(i)_certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of the modification and
certifying that this Lease, as so modified, is in full force and
effect) and the day to which Rent and other charges are paid in
advance, if any; (ii)_affirmatively representing that there are not any
uncured defaults by Landlord or Tenant (or specifying the defaults if
they are claimed); and (iii)_providing any other information reasonably
requested by Landlord. Tenant's written statement may be relied on by a
prospective purchaser or encumbrancer of all or any portion of the
Project. Tenant's failure to deliver a written statement within the
time will be conclusive against Tenant that: (i)_this Lease is in full
force and effect, without modification except as may be represented by
Landlord; (ii)_there are no uncured defaults in Landlord's performance
or Tenant's performance, and (iii)_not more than one month's Rent has
been paid in advance. The failure of Tenant to deliver the written
statement to Landlord within the time will constitute a default by
Tenant under this Lease, whereupon Landlord may elect to enforce any
and all rights and remedies provided to Landlord in this Lease.
21. CONDEMNATION. If all of the Leased Premises, are taken by condemnation
or eminent domain proceeding, this Lease will automatically terminate
as of the date of the final condemnation, or as of the possession is
taken by the condemning authority, whichever is earlier. Current Rent
will be apportioned as of the date of the termination. If part of the
Leased Premises or a portion of the Project not required for the use of
Leased Premises is taken by condemnation or eminent domain, this Lease
will continue in full force and effect, and if the rentable area of the
Leased Premises is reduced, the Rent will be reduced in proportion to
the reduction in the area of the Leased Premises, the Rent reduction to
be effective on the date of the partial taking. No award for any
partial or entire taking will be apportioned, and Tenant assigns to
Landlord any award that may be made in the taking or condemnation;
however, nothing in this Lease will be deemed to give Landlord any
award made to Tenant for the taking of personal property belonging to
Tenant, for the interruption of or damage to Tenant's business or for
Tenant's moving expenses. Without limiting the foregoing, if more than
25% of the Tenant Area is taken by virtue of any condemnation or
eminent domain proceeding, Tenant, upon 10 days written notice to
Landlord, will have the right to terminate this Lease.
22. RULES AND REGULATIONS. Tenant, its employees, agents, clients,
customers, invitees and guests will comply with any rules and
regulations adopted by Landlord. Any violation of the rules and
regulations will constitutes a breach and default of this Lease.
23. NOTICES. To be effective, all notices under this Lease will be in
writing and delivered in person or sent by hand delivery, telecopy,
certified mail, or overnight delivery to Landlord and Tenant at the
addresses designated on the cover page of this Lease, or to any other
place as may be designated by either party in writing. Notices will be
effective upon delivery if personally delivered or sent by telecopy, or
overnight delivery within two days after deposit in the United States
mail certified mail, return receipt requested, postage prepaid,
properly addressed.
24. GOVERNING LAW. This Lease will be construed and governed by the Laws of
the State of Nevada.
25. TIME OF ESSENCE. Time is of the essence of this Lease.
26. LANDLORD'S APPROVAL. Whenever the terms of this Lease require or allow
Landlord's consent, approval, or satisfaction be given or obtained, the
consent, approval, or satisfaction will be given of withheld in
Landlord's sole and absolute discretion, except as otherwise specified
in this Lease.
27. SECURITY DEPOSIT. Concurrently with its execution of this Lease, Tenant
will deliver to Landlord the Security Deposit for the performance by
Tenant of every covenant and condition of this Lease. The deposit may
be commingled with other funds of Landlord and will bear no interest.
If Tenant defaults with respect to any covenant or condition of this
Lease, including but not limited to the payment of Rent or any other
charges, Landlord, at Landlord's option, may apply the whole or any
part of the security deposit to the payment of any sum in default or
any other sum that Landlord may be required to spend by reason of
Tenant's default. If Landlord elects to apply the whole or any part of
Tenant's security deposit to the payment of any sum, Landlord may do so
without waiver of any Tenant default, and Landlord may demand that
Tenant deliver a sum equal to the amount so applied by Landlord.
Tenant's failure to deliver the sum to replenish Tenant's security
deposit within ten (10) days following delivery of written demand by
Landlord will constitute an additional default by Tenant under this
Lease. If Tenant complies with all of the covenants and conditions of
this Lease, the security deposit or any balance thereof remaining will
be returned to Tenant within 14 days of the expiration of the term
hereof.
28. AUTHORITY. Tenant warrants and represents that Tenant is fully capable
of performing the terms of this Lease, that Tenant has full and
requisite power and authority to execute, deliver, and perform this
Lease in accordance with their respective terms, and that this
execution of the Lease and other documents and instruments will not act
or to cause a violation or breach of any court order, judgment, or
agreement to which Tenant is a party.
29. ENTIRE AGREEMENT. This Lease and all exhibits embody the entire
Agreement between the Landlord and Tenant and any prior oral or written
understanding and/or representation not specifically enumerated in this
Lease is deemed ineffective and of no force or effect. This Lease may
be amended only by written instrument executed by both Landlord and
Tenant.
Landlord and Tenant have executed this Lease on the Lease Date.
LANDLORD
Wildwood Hills Development, Corporation
an Arizona, Corporation
By:
--------------------
Xxxx X. Roles
Its: President
TENANT
The Vestin Group
d.b.a. Vestin Mortgage, Inc.
a Nevada, Corporation
By:/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Its: Chief Executive Officer
EXHIBIT "A"
[DEL MAR OFFICE BUILDING PLOT PLAN MAP]
EXHIBIT "B"
[DEL MAR OFFICE BUILDING FIRST FLOOR MAP]
EXHIBIT "C"
TO
OFFICE LEASE AGREEMENT
(PARKING CHARGES)
So long as Tenant is not in default under this Agreement, Tenant, during the
Lease Term, will be entitled to the use, at no additional charge, five uncovered
parking spaces. The tenant will have no right to lease any of the existing
covered parking spaces.
The Vestin Group
d.b.a. Vestin Mortgage, Inc.
Agreed: /s/ Xxxxxxx Xxxxxxx
----------------------------
By, Xxxxxxx Xxxxxxx
Wildwood Hills Development, Corporation
Agreed:
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By, Xxxx Roles
EXHIBIT "D"
LEGAL DESCRIPTION
That portion of the Southeast Quarter(SE 1/4) of Xxxxxxx 0, Xxxxxxxx 00
Xxxxx, Xxxxx 00 Xxxx, X. D. B & M, more particulary described as
follows:
Lot 3-1 as shown on that certain parcel map on file in the Office of
the Xxxxx County Recorder, in file 85 of Parcel Maps, Page 44. Suites
103.
EXHIBIT "E"
RULES AND REGULATIONS
1. The sidewalks, halls, passages, exits and entrances of the
building will not be obstructed by any of the Tenants or used
by them for any purpose other than for ingress and egress from
their respective premises. The halls, passages, exits and
entrances are not for the general public and Landlord shall in
all cases retain the right to control and prevent access
thereto of all persons whose presence in the judgment of
Landlord would be prejudicial to the safety, character,
reputation and interests of the Building and its Tenants,
provided that nothing herein contained shall be construed to
prevent such access to persons with whom any Tenant normally
deals in the ordinary course of its business, unless such
persons are engaged in illegal activities. No Tenant and no
employee or invitee of any Tenant shall go upon the roof of
the Building.
2. No sign, placard, picture name, advertisement or notice
visible from the exterior of any Tenant's premises shall be
inscribed, painted, affixed or otherwise displayed by any
Tenant on any part of the Building without prior written
consent of Landlord. Landlord will adopt and furnish to Tenant
general guidelines, but may request approval of Landlord for
modifications, which approval will not be unreasonably
withheld. All approved signs or lettering on doors shall be
printed, painted, affixed or inscribed at the expense of the
Tenant by a person approved by the Landlord, which approval
will not be unreasonably withheld. Material visible from
outside the Building will not be permitted.
3. The premises shall not be used for lodging or the storage of
merchandise held for sale to the public, unless ancillary to a
restaurant or other food service use specifically authorized
in the lease of a particular Tenant, no cooking shall be done
or permitted by any Tenant on the premises, except that
preparation of coffee, tea, hot chocolate and similar items
for Tenants and their employees shall be permitted.
4. No Tenant shall use or keep in the premises or the Building
any kerosene, gasoline or flammable or combustible fluid or
material or use any method of heating or air conditioning
other than that supplied by Landlord. No Tenant shall use,
keep or permit to be used or kept any foreign or noxious gas
or substance in the premises, or permit or suffer the other
occupants of the Building by reason of noise, odors, or
vibrations or interfere in any way with other Tenants or those
having business therein.
5. In the case of invasion, mob, riot, public excitement, or
other circumstances rendering such action advisable in
Landlord's opinion, Landlord reserves the right to prevent
access to the Building during the continuance of the same by
such an action as Landlord may deem appropriate, including
closing entrances to the Building.
6. The toilet rooms, toilets, urinals, wash bowls and other
apparatus shall not be used for any purpose other than that
for which they were constructed, no foreign substance of any
kind whatsoever shall be thrown therein. The expense of any
breakage, stoppage or
damage resulting from the violation of this rule shall be done
by the Tenant who, or whose employees or invites, shall have
caused it.
7. Except with prior consent of Landlord, no Tenant shall sell,
or permit the sale in the premises or use or permit the use of
any common area for the sale of newspapers, magazines,
periodicals, theater tickets or any other good merchandise or
service. Tenant shall not carry on, or permit or allow any
employee or other persons to carry on the business of
stenography, typewriting or any similar business from the
premises for the service of accommodation of occupants of any
other portion of the Building, nor shall the premises of any
Tenant be used for manufacturing of any kind, or any business
or activity other than that specifically provided for in such
Tenant's lease.
8. Tenant shall not use any advertising media which may be heard
outside of the premises and Tenant shall not place or permit
the placement of any radio or television, or other
communications antenna, loudspeaker, sound amplifier,
phonograph, searchlight, flashing light or other device of any
nature on the roof or outside of the boundaries of the
premises (except for Tenant's approved identification sign or
signs) or at any place where the same may by seen or heard
outside of the premises.
9. All loading and unloading of merchandise, supplies, materials,
garbage and refuse shall be made only through such entryways
and at such times as Landlord shall designate. In its use of
the loading areas the Tenant shall not obstruct or permit the
obstruction of said loading area and at no time shall park or
allow its officers, agents or employees to park vehicles
therein except for loading and unloading.
10. Landlord shall have the right, exercisable without notice and
without liability to any Tenant to change the name and street
address of the Building.
11. The person employed to move equipment in or out of the
Building must be acceptable to Landlord. Landlord shall have
the right to prescribe the weight, size and position of all
equipment, materials, furniture or other property brought into
the Building. Heavy objects shall, if considered necessary by
Landlord, stand on wood strips of such thickness as is
necessary to properly distribute the weight. Landlord will not
be responsible for loss or damage to any such property from
and cause, and all damage done to the Building by moving or
maintaining such property shall be repaired at the expense of
Tenant.
12. No curtains, draperies, blinds, shutters, shades, screens or
other coverings, hangings or decorations shall be attached to,
hung or placed in, or used in connection with any window of
the Building without prior written consent of Landlord. In any
event, with the prior written consent of Landlord, such items
shall be installed on the office side of Landlord's standard
window covering and shall in no way be visible from the
exterior of the Building.
13. No Tenant shall obtain for use in the premises, ice, drinking
water, food beverage, towel or other similar services, except
at such reasonable regulations as may be fixed by
Landlord.
14. Each Tenant shall see that the doors of its premises are
closed and locked and that all water faucets, water apparatus
and utilities are shut off before Tenant or Tenant's employees
leave the premises, so as to prevent waste or damage, and for
any default or carelessness in this regard Tenant shall make
good all injuries sustained by other tenants or occupants of
the Building or Landlord.
15. No Tenant shall use any portion of the common area for any
purpose when the premises of such Tenant are not open for
business or conducting work in preparation therefore.
16. The requirements of the Tenants will be attended to only upon
application by telephone or in person at the office of the
Building Employees of Landlord shall not perform any work or
do anything outside of their regular duties unless under
special instruction from Landlord.
17. Landlord may waive any one or more of these Rules and
Regulations from the benefit of any particular Tenant or
Tenants, but no such waiver by Landlord shall be construed as
a waiver of such Rules and Regulations in favor of any other
Tenant or Tenants, nor prevent Landlord from thereafter
enforcing any such Rules and Regulations against any or all of
the Tenant of the Building.
18. These Rules and Regulations are in addition to and shall not
be construed to in any way modify, alter or amend, in whole or
in part, the terms, covenants, agreements and conditions of
any Lease of premises in the Building.
19. Landlord reserves the right to make such other and reasonable
rules and regulations as in its judgment may from time to time
be needed for the safety, care and cleanliness of the
Building, and for the preservation of good order therein.
20. THIS IS A NON SMOKING FACILITY.
21. NO ANIMAL(S) of any kind will be allowed on or in the office
building, parking lot or any of the common areas. NO PETS of
any kind are allowed on or in the office building, parking lot
or any of the common areas. NO SECURITY ANIMALS of any kind
will allowed on or in the office building, parking lot or any
of the common areas. THE ONLY EXCEPTION WILL BE THOSE
INDIVIDUALS WHO REQUIRE THE ASSISTANCE OF AN ANIMAL QUALIFIED
UNDER A STATE OR FEDERAL REGULATION SUCH AS THE "AMERICANS
WITH DISABILITIES ACT."
EXHIBIT "F"
GUARANTY OF LEASE
GUARANTOR: Xxxxxxx Xxxxxxx
DESCRIPTION OF LEASE: General Office Lease
DATE: January 5, 2001
LANDLORD: Wildwood Hills Development, Corporation
TENANT: Vestin Group, d.b.a. Vestin Mortgage, Inc.
PREMISES: Del Mar Building-Suite(s) 103
(Approx. 1,281 sq. Ft. gross)
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, the undersigned ("Guarantor") hereby
unconditionally and irrevocably guarantees Tenant's full and faithful
performance of each and every term, covenant and condition of the above
referenced lease (the "Lease"), including, but not limited to, the payment of
all rent (and other sums to be paid to Landlord by Tenant) at the time and in
the manner required by the Lease. No amendment, modification, extension,
release, waiver or comprise of the Lease, or of any term, covenant or condition
thereof, or of any party thereto, shall affect, terminate or impair this
Guaranty, and this Guaranty shall remain in full force and effect
notwithstanding any such event. The undersigned hereby agrees to indemnify
Landlord against, and to hold Landlord free, clear and harmless from, any and
all liability, loss, cost, charges, penalties, obligations, expenses, attorneys'
fees, litigation, judgements, damages, claims and demands of any kind whatsoever
in connection with arising out of or by reason of the assertion by Tenant of
any defense to its obligations under the Lease or the assertion by Guarantor of
any defense to its obligations hereunder. Guarantor waives any right or claim of
right to cause a marshaling of Tenant's assets or to require Landlord to proceed
against Guarantor or Tenant or any security for the Lease of this Guaranty in
any particular order and Guarantor agrees that any payments or performance
required to be made hereunder shall become due upon demand in accordance with
the terms hereof immediately upon the happening of a default under the Lease,
whether or not Guarantor has been given notice of such default, and Guarantor
hereby expressly waives and relinquishes all rights and remedies accorded by
applicable law to guarantors, including, but not limited to, notice of default,
any failure to pursue Tenant or its property, any defense arising by reason of
any defense of Tenant or by reason of the cessation of the liability of Tenant
of any defense by reason of the assertion by Landlord against Tenant of any of
the rights or remedies reserved to Landlord pursuant to the provisions of the
said Lease, or by reason of Summary or other proceedings against Tenant.
No delay on Landlord's part in exercising (or giving notice of) any
right, power or privilege under this Guaranty, the Lease or any other document
executed in connection therewith, shall operate as a waiver of any such
privilege, power or right.
Guarantor agrees that any judgement rendered against Tenant for monies
or performance due Landlord shall in every and all respects bind and be
conclusive against Guarantor to the same extent as if Guarantor had appeared in
any such proceeding and judgement therein had been rendered against Guarantor.
Guarantor
subordinates to Tenant's obligations to Landlord all indebtedness of Tenant to
Guarantor, whether now existing or hereafter contracted, whether direct or
indirect, contingent or determined.
The terms, covenants and conditions contained in this Guaranty shall
inure to the benefit of, and be binding upon, the successors and assigns of
Landlord and Guarantor, respectively.
If any term, covenant or condition of the Guaranty, or any application
thereof, should be held by a court of competent jurisdiction to be invalid, void
or unenforceable, all terms, covenants and conditions of this Guaranty, and all
applications thereof, not held invalid, void or unenforceable shall continue in
full force and effect and shall in no way be affected, impaired or invalidated
thereby.
This Guaranty may not be modified, amended, terminated or changed
except in a written document duly executed by Landlord and Guarantor.
In this Guaranty, whenever the context so requires, the masculine
gender includes the feminine and/or neuter, and the singular number includes the
plural.
This Guaranty shall be construed in accordance with its intent and
without regard to any presumption or other rule requires construction against
the party causing the same to be drafted.
The laws of the State of Nevada shall govern the validity,
construction, performance and effect of this Guaranty.
Should Guarantor consist of more than one person or entity, then, in
such event, all such persons and entities shall be jointly and severally liable
as Guarantor hereunder.
DATED this___________________ day of________________________2001.
/s/ Xxxxxxx Xxxxxxx
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Guarantor, Xxxxxxx Xxxxxxx
