EXHIBIT 10.2
VENTURA PROFESSIONAL CENTER --FIRST AMENDMENT TO LEASE
BETWEEN
VIRTUAL SOURCE, INC. AND SECURITY NATIONAL PROPERTIES, LLC
OCTOBER 27, 1998
THIS AGREEMENT, dated January 10,2000, is between Security National Properties,
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LLC ("Landlord"), and Virtual Source, Inc.("Tenant"), and relates to the lease
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dated October 27,1998, by and between Landlord and Tenant ("the Lease") with
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respect to the premises identified as Ventura Professional Center ("the
Premises").
Landlord and Tenant herein agree to the following modifications to the above
referenced lease:
1. All terms defined in the Lease have the same meaning when used in this
First Amendment to Lease.
2. An area comprising approximately 2500 square feet on the first floor,
Suite 110, and 3038 square feet on the second floor, Suite 202,
of 5740 Xxxxxxx Street, Ventura, California. 5538 total square feet.
3. Tenant agrees to pay Landlord minimum monthly rental for said Premises,
payable monthly in advance, the amount of Eight Thousand Three Hundred
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SevenDollars ($8,307.00),for a term of Twenty Four (24)months, commencing
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April 1,2000 and terminating on March 31 ,2002. If Tenant is unable to
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move into the second floor space prior to March 15, 2000, Landlord
will adjust rent commencement date accordingly. Tenant shall have one
(1), two (2) year option to extend the terms of Lease at market rate.
4. Landlord will reimburse Tenant up to $25,000.00 for verified Tenant
Improvements.
3. Tenant represents to Landlord that there are no defaults by Landlord
under the Lease and that Landlord has fully performed all obligations to
Tenant under the Lease which has accrued up to the date hereof.
As amended hereby, the Lease, and each and every provision thereof, is hereby
ratified and confirmed by Landlord and Tenant and shall remain in full force and
effect by and between Landlord and Tenant.
NOT WITHSTANDING THE FOREGOING, this First Amendment to Lease offer shall remain
in effect until 5:00 P.M. (PST), January 14, 2000
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IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment to
Lease the day and year first above written, although as a matter of convenience
it may be actually signed by parties on another day.
Executed on: 2/8/00
LANDLORD:
Security National Properties-Ventura,
LLC
BY:
Security National Properties Servicing,
LLC-It's Manager
By: /s/ Xxxx Xxxxxxxx
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XXXX XXXXXXXX
Xx. Vice President, Real Estate
Date: 2/11/00
TENANT
Virtual Source, Inc.
By: /s/ Xxxxxx X. XxXxxxxxx
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XXXXXX X. XXXXXXXXX
President
MUTUAL RELEASE AND COMPROMISE AGREEMENT
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This Mutual Release and Compromise Agreement ("agreement") is made and
entered into by Virtual Source, Inc., a Nevada corporation, ("releasor") and
Ingomar Limited Partnership, a Nevada limited partnership, Ingomar Properties,
LLC, an Alaska limited liability company, and Security National Servicing
corporation, an Alaska corporation (collectively "releasees").
NATURE AND EFFECT OF AGREEMENT
------------------------------
Releasor and releasees have agreed to a full compromise and settlement of
all disputes between them according to the terms and conditions of this
agreement. By executing this agreement, each of the parties intends to and does
hereby resolve and settle all disputes and differences between them with respect
to any and all rights and liability arising out of or related to the matters
described herein. This agreement is entered into solely for the purpose of
settling any and all disputed claims and avoiding the expenses and uncertainties
of litigation. This agreement does not constitute any admission by either
releasor or releasees of the lack of merit of that party's claims or defenses.
RECITALS
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1. On or about September 15, 1997, releasor, as lessee, and releasee
Ingomar Limited Partnership, as lessor, entered into a written lease (the
"current lease") for the space designated as Suites 310 and 312 at 0000 Xxxxxxx
Xxxxxx (the "current space") in the office complex commonly known as 5720, etc.,
Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 (the "complex"). At that time,
releasee Ingomar Limited Partnership was the owner of the complex.
2. Subsequently, releasee Ingomar Limited Partnership conveyed
ownership of the complex to releasee Ingomar Properties, LLC.
3. At all times material to this agreement, releasee Security National
Servicing Corporation has been the duly authorized agent of releasees Ingomar
Limited Partnership and Ingomar Properties, LLC.
4. In or about July and August, 1998, a dispute arose between releasor,
on the one hand, and releasees, on the other hand, concerning the exercise by
releasor of an option to extend the term of the current lease, and concerning
the actions of the parties in connection with the negotiation of a potential new
lease.
5. On August 28, 1998, releasor filed a complaint against releasees
Ingomar Limited Partnership and Ingomar Properties, LLC, and against defendants
Does 1 through 100, in the Ventura County (California) Superior Court,
designated as Case No. CIV 183504, for specific performance, declaratory relief,
injunctive relief, and damages, arising out of the dispute between releasor and
releasees, reference to which is made for further particulars.
AGREEMENT
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NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND
COVENANTS SET FORTH HEREIN, THE PARTIES AGREE AS FOLLOWS:
I. MUTUAL COMPROMISE AGREEMENT
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Each party hereby compromises and settles any and all past, present, or
future claims, demands, obligations, or causes of action, whether based on tort,
contract, or other theories of recovery, which that party has, or which may
later accrue to or be acquired by that party, against the other party and the
other party's predecessors and successors in interest, heirs, and assigns,
arising from the subject matter of the actions described herein, on the
following terms and conditions:
A. Releasor and releasee Ingomar Properties, LLC, shall forthwith
execute a lease (the "new lease") for Suite A at 0000 Xxxxxxx Xxxxxx (the "new
space") in the complex, the form and content of said new lease being set forth
in Exhibit "A," attached hereto and incorporated herein by reference.
B. Releasees shall pay to releasor the sum of $30,000 as follows: Prior
to execution of this agreement by releasor, releasees shall cause to be
deposited to the client trust account of releasor's counsel, XXXXXX & XXXXXX, a
Professional Corporation, said sum of $30,000, and said counsel shall be
authorized and directed to release said sum from said trust account to the order
of releasor immediately upon releasor's execution of the original or a
counterpart of this agreement, and of the new lease.
C. In accordance with the terms and conditions of the new lease, releasor
shall vacate the current space and move into the new space.
D. Pending releasee moving into the new space, the terms and conditions
of the current lease shall continue in full force and effect, except that
releasees waive, and releasor shall not be required to pay, any rent pursuant to
the current lease, and releasees acknowledge that the rent paid by releasor at
the time of execution of the current lease is accepted by releasees as payment
in full for all rent due on account of releasor's occupation and use of the
current space. Upon releasor vacating the current space and moving into the new
space, the current lease shall terminate.
E. Upon presentation no later than February 28, 1999, of receipts,
invoices, and other sufficient documentation therefor, releasee Ingomar
Properties, LLC, shall forthwith reimburse releasor up to the cumulative amount
of $10,000 for reasonable out-of-pocket expenses incurred by it in connection
with its move from the current space to the new space, including telephone and
utility installation charges, costs of wiring and connecting computers, printing
new stationary, business cards, and other business supplies in a quantity
similar to that on hand at the time releasor moves to the new space, and, in
addition thereto, releasee Ingomar Properties, LLC, shall forthwith reimburse
releasor up to the cumulative amount of $7,500 for attorney's fees and costs
incurred in connection with releasor's prosecution of the complaint described
herein, including services in connection with this settlement and mutual release
and waiver. In the event of any dispute between the parties concerning such
reimbursement, and notwithstanding any provision to the contrary in the new
lease, such dispute shall be submitted to binding arbitration pursuant to
California Code of Civil Procedure sections 1280 through 1288.8, before a single
arbitrator who regularly maintains offices in Ventura, California, as may be
mutually agreed upon by the parties, or in the event that they disagree, as may
be appointed by the then Presiding Judge of the Ventura County Superior Court,
acting as an individual upon the written application of any party.
F. Releasor agrees to dismiss with prejudice its complaint against
releasees Ingomar Limited Partnership and Ingomar Properties, LLC, herein.
G. Releasor and releasees each agree to waive any and all claims
against the other arising out of the subject matter of the complaint described
herein.
H. Releasor and releasees agree that this compromise and settlement
shall constitute a bar to all past, present and future claims arising out of the
subject matter of the actions described herein.
II. REQUIREMENT FOR THE FULFILLMENT OF ALL CONDITIONS
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Releasor and releasees agree that in the event one or more of the material
conditions listed as "A" through "H" under the heading "MUTUAL COMPROMISE
AGREEMENT" herein is not met within a reasonable time after written notice and
demand, this entire agreement shall be null and void, and without effect.
III. MUTUAL GENERAL RELEASE
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For the valuable consideration described herein, the receipt and
sufficiency of which is hereby acknowledged, each of the parties does hereby
expressly release and discharge each other from any and all rights, claims,
causes of action, obligations, costs, damages, losses, liabilities and demands
of whatsoever character to the date hereof, including, but without limiting the
generality of any of the foregoing provisions, any and all claims of whatsoever
character in any way arising out of or connected with, the matters described
herein except those matters and obligations expressly created or preserved as
provided in this agreement.
The parties hereto further expressly waive, to the fullest extent permitted
by law, the provisions and benefits of section 1542 of the California Civil
Code, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED
HIS SETTLEMENT WITH THE DEBTOR.
The parties hereto agree and acknowledge that each may hereafter discover
facts different from or in addition to those he, she or it now knows or believes
to be true with respect to the matters contained in this agreement and the
claims released herein. The parties agree that this waiver shall be and will
remain effective in all respects notwithstanding such different or additional
facts.
It is the intention of the parties hereby fully, finally and forever to
settle and release all such matters, and all claims relative thereto, which do
now exist, may exist, or heretofore have existed between the parties hereto in
the matter specified herein. In furtherance of such intention, the releases
given herein shall be and will remain in effect as full and complete mutual
releases of any such matters notwithstanding the discovery of existence of any
additional claims of facts relative hereto.
IV. WARRANTY-
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The parties to this agreement hereby warrant and represent to each other
that they have not assigned or transferred, voluntarily, involuntarily, or by
operation of law, any matter released pursuant to this agreement, or any part or
portion thereof, to any person or entity not a party to this agreement. Each
party hereto agrees to indemnify and hold harmless the other party from and
against any claim, demand, damage, debt, liability or cause of action (including
the payment of attorney's fees and costs actually incurred, whether or not
litigation is commenced) based upon, in connection with, or arising out of any
such assignment or transfer by the indemnifying party.
V. AGREEMENT NOT AN ADMISSION
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This agreement is of a disputed claim and is not an admission of liability
by either releasor or releasees.
VI. EQUITABLE RELIEF
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The parties agree that failure of either party to carry out any obligation
under this agreement will constitute immediate and irreparable damage to the
other not compensable in money damages and will warrant preliminary and other
injunctive and equitable relief on a showing of the failure to carry out any
such obligation satisfactory to the court to which application for relief may be
made.
VII. COOPERATION
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The parties hereto agree that they will execute any and all documents and
take any and all other actions as may be reasonably necessary to carry out the
terms of this agreement.
VIII. ADVICE OF ATTORNEY
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Each party warrants and represents that in executing this agreement, he,
she or it has relied upon legal advice from the attorney of his or her choice;
that the terms of this agreement have been read and its consequences (including
risks, complications, and costs) have been completely explained to him or her by
that attorney; and that he, she or it fully understands the terms of this
agreement. Each party further acknowledges and represents that he, she or it has
executed this agreement freely and voluntarily without the undue influence of
any person, and he, she or it has not relied on any inducements, promises, or
representations made by any person not expressly set forth in this agreement.
IX. AUTHORITY TO CONSENT
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Each party to this agreement warrants that he, she or it has authority to
consent to this agreement.
X. BINDING ON HEIRS
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This agreement shall be binding upon the spouses, heirs, legatees,
transferees, assigns, officers, directors, shareholders, representatives,
employees and agents of the parties hereto.
XI. ATTORNEY'S FEES
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In the event any action, suit or proceeding is commenced under or in
connection with this agreement, or with respect to any matter released pursuant
to this agreement, the prevailing party shall be entitled to recover, and the
other party hereby agrees to pay, the prevailing party's costs and expenses in
connection therewith, including reasonable attorney's fees.
XII. ENTIRE AGREEMENT
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This agreement is the entire agreement between and among the parties and
supersedes all prior and contemporaneous agreements or understandings of the
parties. Any amendment to this agreement shall not be valid or binding unless in
writing and executed by each of the parties hereto.
XIII. EXECUTION
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This agreement may be executed in one or more counterparts (including
multiple signature pages), all of which shall be deemed to be one instrument.
True and correct copies may be used in lieu of the original.
XIV. CONFLICT WITH APPLICABLE LAW
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Should any portion of this agreement be determined by a court of competent
jurisdiction to be in conflict with any applicable law, the validity of the
remaining portions of this agreement shall not be affected thereby.
XV. CONSTRUCTION OF AGREEMENT
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All questions with respect to the construction of this agreement and the
rights and liabilities of the parties hereto shall be governed by the laws of
the State of California. For purposes of construction, this agreement shall be
deemed to have been drafted by all parties, and no ambiguity shall be resolved
against any party by virtue of his participation in the drafting of the
agreement.
Dated: October _______, 1998
VIRTUAL SOURCE, INC.,
a Nevada Corporation
By: /s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. XxXxxxxxx
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XXXXXX X. XXXXX XXXXXX X. XXXXXXXXX
Chairman & CFO CEO
SECURITY NATIONAL SERVICING CORPORATION an Alaska corporation
BY: /s/ Xxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxx
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XXXX X. XXXXXXXX XXXXX X. XXXXXX
Xx. VP, Real Estate President
INGOMAR LIMITED PARTNERSHIP,
A Nevada Limited Partnership
BY: /s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
President
Prepared by:
NORMAN, DOWLER, XXXXXX, XXXXXX & XXXXXXX
By: /s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX, Attorneys for releasees
Reviewed and approved by:
XXXXXX & XXXXXX,
A Professional Corporation
By: /s/ Xxxxx X. Xxxxxx, Attorneys for releasees
VENTURA PROFESSIONAL CENTER
OFFICE LEASE
THIS RENTAL AGREEMENT, executed in duplicate on the date herein set forth,
between Ingomar Properties, LLC (hereinafter referred to as "Landlord"), and
Virtual Source, Inc(hereinafter referred to as "Tenant").
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IT IS AGREED between the parties hereto as follows:
ARTICLE 1. - PREMISES
1.01 Premises
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Landlord hereby leases to Tenant, and Tenant hereby hires and takes from
Landlord, for the term, at the rental and upon the conditions hereinafter set
forth, those certain Premises, herein after referred to as the "Premises",
described as follows:
An area comprising approximately 2500square feet, on the first floor, as
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outlined in red in "Exhibit A" attached hereto and hereby made a part hereof, of
the Ventura Professional Center, located at 0000 Xxxxxxx Xxxxxx, Xxxxx X xx
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Xxxxxxx, XX. The Premises shall also include a nonexclusive right of ingress and
egress across the land on which the building is located and through the stairs
and common hallways of the building and parking areas. Premises shall include
all fixtures and equipment to be installed by Landlord as herein provided.
1.02 Quiet Enjoyment
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The Landlord covenants and agrees that the Tenant on paying the rent and
performing the covenants contained herein shall and may peaceably and quietly
hold and enjoy the Premises for the term of the Lease.
1.03 Subordination
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This Lease shall be subordinate and subject at all times to any mortgage or deed
of trust covering the Premises or which at any time hereafter shall be made, and
to all advances made, or hereafter to be made, upon the security hereof.
1.04 Parking
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The Tenant shall have the right to unlimited parking in common with others in
the parking area adjoining the building in which the Premises are located until
such time that in the discretion of the Landlord such use would dictate
assignment of space.
ARTICLE 2. - USE
2.01 Permitted Use
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The Premises are to be used solely for office purposes and for no other purpose
without the written consent of Landlord.
2.02 Compliance with Regulations of Governmental Authorities
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Tenant agrees that it will comply with all laws, statutes, rules, orders,
ordinances and/ or regulations issued, or in force (except those requiring
structural alteration not caused by acts of the Tenant), applicable to the
Premises, or the business or profession of Tenant, of the City, County, State,
and Federal goverranents, and of the California Board of Fire Underwriters and
of the Board of Equalization of the State of California.
2.03 Compliance with Regulations of Insurers
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Tenant agrees at Tenant's sole cost and expense to comply with any and all
requirements of any insurance organization or company so that reasonable public
liability insurance and fire insurance can be maintained covering the building
and appurtenances.
2.04 Prohibited Use
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Tenant will not, without the written consent of the Landlord, either use any
apparatus or device in connection with the Premises which will in any way
increase the amount of electricity, water, or climate control usually furnished
or supplied to the Premises, device for the purpose of using electric current,
water, or climate control.
2.05 Assignment and Subletting
---------------------------------
Tenant shall not assign, mortgage, or hypothecate this Lease, or any interest
therein, or permit the use of the Premises by any person or persons other than
that Tenant or sublet the Premises, or any part thereof, without the written
consent of the Landlord. Consent to any such assignment or subletting shall not
operate as a waiver of the necessity for a consent to any subsequent assignment
or subletting, and the terms of such consent shall be binding upon any person
holding by, under, or through Tenant. Landlord's consent will not be
unreasonably withheld.
Any assignment or subletting without such consent shall be void, and shall, at
the option of Landlord, terminate this Lease. This Lease shall not, nor shall
any interest therein be assignable, as to the interest of Tenant, by operation
of law, without the written consent of Landlord. Landlord shall not unreasonably
withhold his written consent to the assignment by the Tenant of Tenant's
interest in the Lease, or the subletting of the Premises or any part thereof to
another person or company of the Premises or any part thereof to another person
or company of the same profession or business as Tenant in good professional
standing, provided always that such assignment or subletting shall not overcrowd
the Premises or increase the expenses of Landlord and is not in conflict with
the better interests and welfare of the building. In the event that the Premises
are leased to more than one Tenant, this Lease shall automatically transfer to
the survivor or survivors, in the event of death of one Tenant.
2.06 Signs
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In order that signs will be harmonious the installations of all signs, whether
exterior or interior shall be subject to the prior approval of Landlord and any
applicable governmental authority.
2.07 Rules and Regulations
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Tenant agrees to observe faithfully, and reasonably comply with, the rules and.
regulations, attached to this Lease as Exhibit "B" and hereby made a part
hereof, and such other rules and regulations, promulgated from time to time by
the Landlord which shall be reasonable, as in the Landlord's judgment are
necessary for the safety, care, and cleanliness of the building or for the
preservation of good order therein. The Landlord shall not be liable to the
Tenant for violation of such rules and regulations by any other Tenant, it's
servants, employees, agents, visitors, or licensees.
ARTICLE 3. - TERM
3.01 Term
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The term of this Lease shall be for a period not to exceed fourteen (14) full
calendar months, plus the partial month, if any, immediately following
commencement of this Lease as provided below. This Lease shall commence on the
first day of occupancy by Tenant, but in no event later than December 1, 1998
(the "Commencement Date"), and shall terminate on December 31, 1999, provided
that in the event that the Premises are not ready for occupancy by Tenant on
November 1, 1998, Tenant may continue to occupy the premises described in
Tenant's prior lease dated September 15, 1997, under the terms and conditions
setforth herein, and Tenant shall move from those other premises to the Premises
forthwith upon the Premises becoming ready and available to Tenant, and shall
terminate on December 31, 1999. Landlord and Tenant also agree that that certain
Office Lease entered into by Landlord and Tenant for the premises known as 0000
Xxxxxxx Xxxxxx, Xxxxxx 000 and 312, Ventura, California (the "Old Premises"), a
copy of which is attached hereto as "Exhibit C" (the "Old Lease"), shall remain
in full force and effect until the Commencement Date of this Lease; provided,
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however,that no additional rental shall be due under the Old Lease.
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3.02 Option to Renew
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Tenant shall have the option to extend the term of this Lease for a single one
(1) year term at the rental rate of One Dollar and Fifty Cents ($1.50) per
square foot, by delivering to the Landlord written notice of the exercise of
said option at least ninety (90) days prior to the expiration of the initial
term as stated in paragraph 3.01.
3.03 Delivery of Possession
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Liability of Parties -- In the event of the inability of Landlord to deliver
possession of the Premises at the time of the commencement of the term of this
Lease, neither Landlord nor its agents shall be liable for any damage caused
thereby, nor shall this Lease thereby become void or voidable, nor shall the
term herein specified be in any way extended, but in such event Tenant shall not
be liable for any rent until such time as Landlord can deliver possession.
Occupancy -- The Premises shall be considered ready for occupancy, and the term
of this Lease shall commence, thirty (30) working days after the date that
Landlord has notified Tenant in writing that Landlord has substantially
completed all of the work to be done by Landlord pursuant to 6.01.
3.04 Surrender of Premises
-----------------------------
Termination of Tenancy -- Tenant agrees to surrender the Premises at the
termination of the tenancy herein created, in the same condition as herein
agreed they have been received, reasonable use and wear thereof and damage by
the act of God or by the elements excepted.
3.05 Holding Over
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If Tenant holds possession of the Premises after the term of this Lease, Tenant
shall, at the option of the Landlord, to be exercised by Landlord's given
written notice to Tenant and not otherwise, become a Tenant from month to month
upon the terms and conditions herein specified at a monthly rental equal to that
paid by Tenant for the last month of the term of this Lease, payable in advance
in lawful money, and shall continue to be such Tenant until thirty (30) days
after Tenant shall have given to Landlord or Landlord shall have given to Tenant
a written notice of intention to terminate such monthly tenancy. Unless Landlord
shall exercise the option hereby given him. Tenant shall be a Tenant at
sufferance only, whether or not Landlord shall accept any rent from Tenant while
Tenant is so holding over.
3.06 Quitclaim
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Upon the expiration or earlier termination of this Lease, Tenant agrees to
deliver a quitclaim deed in favor of Landlord, if Landlord requests release of
its interest in the Premises.
3.07 Operating Enpense Adjustments
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INTENTIONALLY DELETED.
ARTICLE 4. - RENT
4.01 Minimum Monthly Rent
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Tenant shall pay to Landlord as minimum monthly rent for the initial term of
this lease, as described in paragraph 3.01, without deduction, set-off, prior
notice, or demand, the sum Zero Dollars ($ 0.00), per month in advance on the
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first day of each month. Minimum monthly rent for the first month or portion of
it shall be paid on the day that Tenant's obligation to pay minimum monthly rent
commences. Minimum monthly rent for any partial month shall be prorated at the
rate of 1/30th of the minimum monthly rent per day.
All rent shall be paid to Landlord at the address to which notices to Landlord
are given. Rent paid more than ten (10) days later shall be subject to a penalty
of six percent (6%) of the rent due.
ARTICLE 5. - TAXES AND UTILITIES
5.01 Taxes
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Landlord shall pay all taxes and assessments levied upon the property of which
the Premises represent a part of the total area. Tenant shall pay all taxes and
assessments levied against any personal property, trade fixtures, or other
improvements, on the Premises belonging to Tenant.
5.02 Utilities
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Landlord agrees to furnish the Premises twenty-four (24) hours per day, seven
(7) days per week, subject to the regulations of the building wherein the
Premises are situated, with a reasonable amount of water and electricity
suitable for the intended use of the Premises, such heat as may be required for
the comfortable occupation of the Premises, janitor service, and elevator
service, which shall mean service either by non-attended automatic elevators or
elevators with attendants at the option of the Landlord, provided Tenant is not
in default hereunder. Landlord, however, shall not be liable for failure to
furnish any of the foregoing when such failure is caused by accidents or
conditions beyond the control of Landlord, or by labor disturbances or labor
disputes, of any character, whether resulting from or caused by acts of Landlord
or otherwise, or repairs, provided that in the case of repairs Landlord gives
Tenant reasonable advance written notice of interruption of such services; nor
shall Landlord be liable under any circumstances for loss of or injury to
property, however occurring, through or in connection with or incidental to the
furnishing of any of the foregoing, nor shall any such failure relieve the
Tenant from the duty to pay the full amount of rent herein reserved, or
constitute or be construed as a constructive or other eviction of Tenant. The
Premises are leased on a twenty-four (24) hours per day, seven (7) days per
week, basis.
ARTICLE 6. - IMPROVEMENTS AND REPAIRS
6.01 Fitting Up
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Prior to the commencement of the term, Landlord shall clean carpet, replace
ceiling tiles as necessary, and paint Premises at its sole cost and expense.
6.02 Repairs
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Tenant shall take good care of the Premises and they shall not be altered,
repaired or changed without the written consent of Landlord. Unless otherwise
provided by written agreement, all alterations, improvements, and changes that
may be required shall be done either by or under the direction and at the cost
of Landlord and shall be the property of Landlord, and shall remain upon and be
surrendered with the Premises, excepting however that, at Landlord's option,
Tenant shall, at his expense, when surrendering the Premises, remove from the
Premises and the building all partitions, counters, railings, etc., installed in
the Premises by or at the cost of Tenant. All damages or injury done to the
Premises by Tenant, or by any person who may be in or upon the Premises with the
consent of Tenant shall be paid for by the Tenant.
6.03 Mechanic's Liens
-----------------------
The Tenant shall not suffer or permit any mechanic's or materialman's liens to
be filed against the fee of the real property of which the Premises form a part
not against the Tenant's leasehold interest in the Premises. Landlord shall have
the right at all reasonable times to post and keep posted on the Premises any
notices which it deems necessary for protection from such liens. If any such
liens are so filed, Landlord, at its election, may pay and satisfy the same and,
in such event, the sums so paid by the Landlord, with interest at the rate of
ten percent (10%) per annum from the date of payment shall be deemed to be
additional rent due and payable by the Tenant at once without notice or demand.
ARTICLE 7. - DESTRUCTION AND CONDEMNATION
7.01 Destruction of Premises by Non- Insured Causes
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Should the building in which the Premises are located be substantially damaged
or destroyed by any cause which is not covered by insurance, such as but not
limited to earthquake, war, riot, and insurrection, Landlord may by written
notice given within ninety (90) days from the happening of such event, cancel
its Lease without obligation other than to refund any rent paid by Tenant but
not used; provided, however,that upon receipt by Tenant of such notice by
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Landlord of its election to terminate this Lease, Tenant shall have a period of
sixty (60) days to vacate the Premises so long as Tenant continues to pay the
full rental amount as provided by this Lease. The term "substantially" as used
herein shall be taken to mean any damage, the repair of which will cost in
excess of the sum of twenty-five percent (25%) of the original construction cost
of the building.
7.02 Destruction of Premises by Fire
-----------------------------------------
Should the building in which the Premises are located be substantially damaged
or destroyed by fire or other cause, either party may cancel this lease as
provided in this Section 7.02.
The term "substantially" as used herein shall be taken to mean any damage the
repair of which will cost in excess of the sum of fifty percent (50%) of the
original construction cost. Either party's notice to the other of its election
to cancel this Lease must be given within (90) days from the date of the fire,
or other insured cause; provided,however, that upon receipt by Tenant of such
---------
notice by Landlord of its election to terminate this Lease, Tenant shall have a
period of sixty (60) days to vacate the Premises so long as Tenant continues to
pay the full rental amount as provided by this Lease. If no notice of
cancellation is given by either party, the Lease shall remain in full force and
effect as written, and Landlord agrees to use due diligence to rebuild the
Premises to a similar condition as existed prior to the fire. If the Premises
are rendered wholly untenantable during the period of repair, the rent shall be
abated until the Premises are ready for occupancy. If the Premises are rendered
partially untenantable, the rent shall be apportioned according to the space
that is still usable by the Tenant during the course of reconstruction. If the
Landlord should elect to cancel the Lease under this cause, it shall refund any
unearned rent as of the date of the destruction. See Addendum.
7.03 Condemnation
------------------
If the whole or any part of the Premises shall be taken or condemned by an
competent authority under power of eminent domain for a public or quasi-public
use or purpose, then, at Landlord's option to be exercised by written notice to
be given by Landlord to Tenant, the term hereby granted shall cease from the
time when possession of the part so taken shall be required for such public or
quasi-public use or purpose, and without an apportionment of the award, Tenant
hereby assigning to Landlord all right and claim to the award. The current rent,
however, in such case shall be apportioned.
ARTICLE 8. - INDEMNITY
8.01 No Liabilily of Landlord
---------------------------------
Landlord shall not be liable to Tenant for any injury or damage that may result
to any person or property by or from any cause whatsoever, and without limiting
the generality of the foregoing, whether caused by water leakage or any
character from the room, walls, basement, or other portion of the Premises, or
caused by gas, fire, oil, electricity, or any cause whatsoever, in on or about
the Premises or any apart thereof.
8.02 Indemnification of Landlord
-----------------------------------
Tenant and Landlord agrees to hold each other harmless from and defend against
any and all claims or liability for any injury or damage to any person or
property whatsoever, (1) occurring in, on or about the Premises or any part
thereof: and (2) occurring in, on or about any facilities (including, without
prejudice to the generality of the term "facilities," elevators, stairways,
passageways, or hallways) the use of which Tenant may have in conjunction with
other tenants of the building, when such injury or damage shall be caused in
part of in whole by the act, negligence or fault of, or omission of any duty
with respect to the same by Tenant, his agents, servants, or employees.
8.03 Liabilily Insurance Provided by Tenant
------------------------------------------------
Liability Insurance in the amount of One Million Dollars ($1,000,000.00) is to
be provided by Tenant. Landlord should be named as additional insured and
certificate of the policy should be delivered to the Landlord.
ARTICLE 9 - DEFAULT
9.01 Acts Constituting a Default.
-------------------------------------
Any and all of the following actions shall, upon notice by Landlord to Tenant
and following expiration of a reasonable period within which Tenant may cure
such default, constitute a default of this Lease:
1. Use of the Premises for any purpose other than as authorized in this
Lease; or
2. Other sums owing when due; or
3. Abandonment or vacation of Tenant from the Premises; or
4. Assignment of the Premises by Tenant, either voluntary or by operation of
law, whether by judgment, executions, death, or any other means,
without the consent of Landlord; or
5. The filing by Tenant or any other person of a voluntary or involuntary
petition in bankruptcy or an arrangement by or against Tenant; the
adjudication of Tenant as a bankrupt or insolvent; the appointment of a
receiver appointed at the instance or request of Landlord; the general
or any other assignment by Tenant for the benefit of this creditors; or
6. A default in the performance of any terms, covenants, and conditions
herein contained; or
7. The inability of Tenant to perform any of the terms, covenants, or
conditions herein by him to be kept or performed.
9.02 Remedies Upon Default
-----------------------------
In the event of a default of this Lease, and in addition to all other rights and
remedies Landlord may have at law, Landlord shall have the option to do any or
all of the following:
1. Re-entry - Immediately re-enter and remove all persons and property from the
Premises, storing said personal property in a public warehouse or elsewhere at
the cost of, and for the account of, the Tenant. In such instance, the Lease
will be terminated, and Landlord will be entitled otherwise to recover all
damages allowable under the law or this Lease.
2. Collection of Rent -- As it becomes due hereunder, or to enforce, by suit or
otherwise, any other term or provision hereof on the part Tenant required to be
kept or perform, it being specifically agreed that all unpaid sums shall bear
interest at the highest legal rate from the due date thereof until paid.
3. Termination of Lease -- Termination of this Lease, in which even Tenant
agrees to immediately surrender possessions of the Premises, and to pay to
Landlord, in addition to any other remedy Landlord may have, all damages
Landlord may incur by reason of his default, including the cost of recovering
the Premises.
4. Measure of Damages -- The damages Landlord may recover include the worth at
the time of award of the amount by which the unpaid rent for the balance of the
term after the time of award exceeds the amount of such rental loss from the
same period that Tenant proves could be reasonably avoided.
9.03 Removal of Property
---- ---------------------
INTENTIONALLY DELETED.
9.04 Waiver of Damages
---- -------------------
INTENTIONALLY DELETED.
9.05 Waiver of Breach
---- ------------------
Landlord's failure to take full advantage of any default or breach of covenant
the part of Tenant shall not be , or construed as a waiver thereof, nor shall
any custom or practice which may grow up between the parties in the course of
administrating this instrument be construed to waive or to lessen the right of
Landlord to insist upon the performance by Tenant of any tern, covenant, or
condition hereof, or to exercise any rights given him on account of any such
default. A waiver of a particular breach, or default, shall not be deemed to be
a waiver of the same or any other subsequent breach or default. The acceptance
of rent hereunder shall not be, or be construed to be, a waiver of any term,
covenant, or condition of this Lease.
9.06 Demand for Rent
-----------------------
In the event that Tenant shall be in default in the payment of any rents
provided for in this Lease, Tenant waives the making by Landlord of any demand
for rent prior to the commencement of any action in ejectment or to obtain
possession of the Premises.
9.07 Cumulative Remedies
--------------------------
The foregoing remedies of Landlord shall not be exclusive, but shall be
cumulative and in addition to all remedies now or hereafter allowed by law or
elsewhere provided.
9.08 Landlord Curing Default
-------------------------------
Upon fifteen (15) days prior written notice to the Tenant by the Landlord, or a
time period during which Tenant could reasonably be expected to cure the default
in question after such notice, it is agreed that the Landlord may cure any
default by the Tenant hereunder and, if necessary, may enter upon the Premises
for such purpose, and in such event the cost thereof to Landlord shall be deemed
additional rent payable by the Tenant, which shall become immediately due and
payable. Furthermore, Landlord has the right to act immediately if Landlord
believes it necessary.
ARTICLE 10 - INSPECTION AND NOTICES
10. 1 Inspection
------------------
Tenant will permit landlord with reasonable notice provided it is not an
emergency and its agents to enter into and upon the Premises at all reasonable
times for the purpose of inspecting the same, or for the purpose of protecting
owners reversions, or to make alterations or additions to the Premises or to any
other portion of the building in which the Premises are situated, or for
maintaining any service provided by Landlord to Tenant hereunder, including
window cleaning and janitor service if provided, without any rebate of rent to
Tenant for any loss of occupancy or quiet enjoyment of the Premises, or damage,
injury, or inconvenience thereby occasioned, and will permit Landlord at any
time within thirty (30) days prior to the expiration of this Lease to bring upon
the Premises for purposed of inspection of display, prospective tenants hereof.
10.2 Notices
-------------
Any notice, demand or communication under, or in connection with, this lease may
be served upon Landlord by personal service, or by mailing the same by
registered mail, and/or certified mail in the United States Post Office,
postage prepaid, and return receipt requested, and directed to Landlord at the
below stated address and may likewise be served on Tenant by personal
service or by so mailing the same addressed to Tenant at the below stated
address or the Premises. Either Landlord or Tenant may change such address by
notifying the other party in writing as to such new address as Tenant or
Landlord may desire used and which address shall continue as the address until
further written notice.
LANDLORD NOTICES: TENANT NOTICES:
Ingomar Properties, LLC Virtual Source, Inc.
DBA: Ventura Professional Center 5740 Xxxxxxx, Suite A
0000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxx 00000
Xxxxxxx, XX 00000
ARTICLE 11. - GENERAL PROVISIONS
11. 01 Covenants
------------------
It is mutually agreed that the letting hereunder is made upon and subject to the
terms, covenants, and conditions of this Lease and that Tenant covenants as a
material part of the consideration for this Lease, to keep and perform each and
all of said terms, covenants, and conditions by him be kept or performed, and
that this Lease is made upon the condition of such performance.
11.02 Provisions Deemed Covenants and Conditions
-----------------------------------------------------
The parties hereto agree that all the material provisions hereof are to be
construed as covenants and conditions as through the words importing such
covenants and conditions were used in each instance and that all of the
provisions hereof shall bind and inure to the benefits of the parties hereto and
their respective heirs, legal representatives, successors, and assigns.
11.03 Time of Essence
------------------------
Time is of the essence in the performance of each provision of this Lease.
11.04 Cumulative Remedies
---------------------------
The specified remedies to which Landlord or Tenant may resort under the terms of
this Lease are cumulative and not intended to be exclusive of any other remedies
afforded by Law. The waiver of the performance or any covenant, term, or
condition of this Lease by Landlord or Tenant shall not be construed as a waiver
of any subsequent breach of the same covenant, term, or condition.
11.05 Attorney's Fees
-----------------------
Should either part hereto institute any legal action to enforce any provision
hereof, the prevailing party in such action shall be entitled to receive from
the losing party such amount as the court may adjudge to be reasonable
attorney's fees.
11.06 Interest on Money Due
-------------------------------
Any sum accruing to Landlord or Tenant under the provisions of this Lease which
shall not be paid when due shall be interest at the rate of eighteen percent
(18%) per annum, or at the maximum rate permitted by law, from the date the
original same was due.
11.07 Invalidity
-----------------
If any term, covenant, condition, or provision of this Lease is held by a court
of competent jurisdiction to be invalid, void, or enforceable, the remainder of
the provisions hereof shall remain in full force and effect and shall in no way
be affected, impaired, or invalidated thereby.
11.08 Agency
-------------
Nothing contained in this Lease shall be deemed or construed by the parties
hereto or by a third person or create the relationship of principal and agent or
of partnership or of joint venture or of any other association other than
Landlord and Tenant.
11.09 Extensions
-----------------
All references to the term of this Lease shall include any extensions of such
term.
11. 10 Captions
-----------------
The captions of articles of this Lease are for reference only and are not to be
construed in any way as a part of this Lease.
11. 11 Binding Effect, Counterparts
---------------------------------------
This Lease shall not be binding and in effect until a counterpart hereof has
been executed and delivered by the parties each to the other.
11. 12 Execution
------------------
The parties have executed this Lease at the place and on the dates specified
immediately after their respective signatures.
Tenant:
LANDLORD:INGONIAR PROPERTIES, LLC
Signature: /s/ Xxxx X. Xxxxxxxx Date: 10/27/98
----------------------- ---------------
XXXX X. XXXXXXXX
Senior Vice president, Real Estate
Tenant: VIRTUAL SOURCE, INC.
Signature:
XXXXXX X. XXXXXXXXX
Senior Vice President, Real Estate
EXHIBIT B
Rules & Regulations
Directory
---------
The bulletin board or directory will be provided exclusively for the display of
the name and location of Tenant only; and Landlord reserves the right to exclude
any other names therefrom, and also to charge Tenant for each and every name, in
addition to the name of Tenant, placed by it upon such bulletin board of
directory.
Landlord, at its expense, shall provide an identification sign for the Tenant to
be placed in the lobby of the first floor and an additional identification sign
in the lobby of the floor on which the Premises are located. Tenant shall
purchase a matching sign to be used to identify the Premises, the cost of which
is estimated to be Thirty Dollars ($30.00).
Locks and Keys
----------------
No additional locks shall be placed upon any doors of the Premises, and Tenant
agrees not to have any duplicate keys made without the consent of Landlord. If
more than two (2)keys for any door lock are desired, the additional number shall
-------
be paid for by Tenant. Upon termination of this Lease Tenant shall surrender all
keys.
Wiring
------
When wiring of any kind is introduced it must be connected as directed by
Landlord, and no boring or cutting for wires will be allowed except with the
mutual agreement. The location of telephones, call boxes, and other office
equipment affixed to the Premises shall be prescribed by mutual agreement.
Plumbing
--------
The washbowls, water closets, and urinals shall not be used for any purpose
other than those for which they were constructed.
Halls and Stairways
---------------------
The entries, passages, stairways, and elevators shall not be obstructed by
Tenant, or used for any other purpose than ingress or egress to and from their
respective offices. Tenant shall not bring into or keep within building any
animal or vehicle.
Obstructing Light
------------------
Tenant shall not allow anything to be placed against or near the glass in the
partitions or in the doors between the Premises and in the halls or corridors.
The doors between the Premises and the corridors of the building shall at all
times, except when in actual use for ingress or egress, be kept closed.
Xxxxxx Furniture
-----------------
No furniture, freight, or equipment of any kind shall be brought into or removed
from the building without the consent of Landlord or Landlord's agent; and all
moving of same, into or out of building, by Tenants, shall be done at such times
and in such manner as Landlord shall designate. Landlord shall have the right to
prescribe the weight, size, and position of all safes and other heavy property
brought into the building, and also the times and manner of moving the loss or
damage to any such safe or property from any cause; but all damage done to the
building by moving or maintaining any such safe or property shall be repaired at
the expense of Tenant.
Janitor Service
----------------
Tenant shall not employ any person or persons other than the janitor of Landlord
for the purpose of cleaning the Premises, unless otherwise agreed. Landlord
shall be in no way responsible for any loss of or damage to Property from the
Premises, however occurring.
Violations By Other Tenant
-----------------------------
Landlord is not responsible to any Tenant for the nonobservance or violations of
the rules and regulations by any other Tenant.
Rooms Used In Common
-----------------------
Rooms used in common by Tenants shall be subject to such regulations as are
posted therein.
Landlord's Office And Employees
----------------------------------
The requirements of Tenant will be attended to only upon application 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 instructions from
the office, and no employees will admit any person (e.g. Tenant or otherwise) to
any office without specific instructions from the office of the building.
Removal Of Persons
--------------------
Landlord reserves the right to exclude or expel from the building any person
who, in the judgment of Landlord, is intoxicated, or under the influence of
liquor or drugs, or who shall in any manner do any act in violation of any of
the rules and regulations of the building.
Closing Precautions
--------------------
Tenant shall see that the windows, transoms, and doors of the Premises are
closed and securely locked before leaving the building and must observe strict
care not to leave windows open when it rains and Tenant shall exercise
extraordinary care and caution that all water faucets or water apparatus are
entirely shut off before Tenant or Tenant's employees leave the building and
that all electricity, gas, or air shall likewise be carefully shut off when not
in use.
Locking of Entrance Doors
----------------------------
Landlord reserves the right to close and keep locked all entrance and exit doors
of the building during such hours as Landlord may deem to be advisable for the
adequate protection of the property; provided, however, that Tenant shall be
-------- --------
provided with keys to allow Tenant access twenty-four (24) hours per day, seven
(7) days per week.
Entry After Closing
---------------------
All Tenants, their employees, or other persons entering or leaving the building
at any time when it is so locked may be required to sign the building register
when so doing, and the watchman in charge may refuse to admit to the building,
while it is so locked, Tenant or any of Tenant's employees, or any other person,
without a pass previously arranged, or other satisfactory identification showing
his right or access to the building at such time. Landlord assumes no
responsibility and shall not be liable for any damage resulting from any error
in regard to any such pass or identification, or from the admission of any
unauthorized person to the building.
Carpeting
---------
Carpeting shall be protected from excessive wear caused by desks, chairs or
other items by the use of chair mats or other suitable devices.
EXHIBIT "'C"
Old Lease
THIS PAGE INTENTIONALLY LEFT BLANK
OFFICE LEASE
THIS LEASE is entered into between INGOMAR LIMITED PARTNERSHIP, hereinafter
referred to as "Landlord", and Virtual
Source____________________________________________________hereinafter referred
to as "Tenant".
ARTICLE 1. PREMISES
1.01 PREMISES.
Landlord hereby leases to Tenant, and Tenant hereby hires and takes from
Landlord, for the term, at the rental and upon the conditions hereinafter set
forth, those certain Premises, hereinafter referred to as the "Premises",
described as follows:
An area comprising approximately 3374 square feet on the third floor, as
outlined in red in Exhibit A attached hereto and hereby made a part hereof, of
the Ventura Professional Center, located at 0000 Xxxxxxx Xxxxxx, Xxxxx 000 and
Suite 312, Ventura, California. The Premises shall also include a nonexclusive
right of ingress and egress across the land on which the building is located and
through the stairs and common hallways of the building and parking areas.
Premises shall include all fixtures and equipment to be installed by Landlord as
herein provided.
1.02 QUIET ENJOYMENT.
The Landlord covenants and agrees that the Tenant on paying the rent and
performing the covenants contained herein shall and may peaceably and quietly
hold and enjoy the Premises for the term of the Lease.
1.03 SUBORDINATION.
This Lease shall be subordinate and subject at all times to any mortgage or deed
of trust covering the Premises or which at any time hereafter shall be made, and
to all advances made, or hereafter to be made, upon the security hereof.
1.04 PARKING.
The tenant shall have the right to unlimited parking in common with others in
the parking area adjoining the building in which the Premises are located until
such time that in the discretion of Landlord such use would dictate assignment
of space.
ARTICLE 2. USE
2.01 PERMITTED USE.
The Premises are to be used solely for office purposes and for no other purpose
without the written consent of Landlord.
2.02 COMPLIANCE WITH REGULATIONS OF GOVERNMENTAL AUTHORITIES.
Tenant agrees that it will comply with all laws, statutes, rules, orders,
ordinances and/or regulations issued, or in force (except those requiring
structural alteration not caused by acts of the Tenant), applicable to the
Premises, or the business or profession of Tenant, of the City, County, State,
and Federal governments, and of the California Board of Fire Underwriters and of
the Board of Equalization of the State of California.
2.03 COMPLIANCE WITH REGULATIONS OF INSURERS.
Tenant agrees at Tenant's sole cost and expense to comply with any and all
requirements of any insurance organization or company so that reasonable public
liability insurance and fire insurance can be maintained covering the building
and appurtenances.
2.04 PROHIBITED USE.
Tenant will not, without the written consent of the Landlord, either use any
apparatus or device in connection with the Premises which will in any way
increase the amount of electricity, water, or climate control usually furnished
or supplied to the Premises, device for the purpose of using electric current,
water or climate control.
2.05 ASSIGNMENT AND SUBLETTING.
Tenant shall not assign, mortgage, or hypothecate this Lease, or any interest
therein, or permit the use of the Premises by any person or persons other than
that Tenant or sublet the Premises, or any part thereof, without the written
consent of Landlord. Consent to any such assignment or subletting shall not
operate as a waiver of the necessity for a consent to any subsequent assignment
or subletting, and the terms of such consent shall be binding upon any person
holding by, under, or through Tenant. Landlord's consent will not be
unreasonably withheld.
Any assignment or subletting without such consent shall be void, and shall, at
the option of Landlord, terminate this Lease. This Lease shall not, nor shall
any interest therein be assignable, as to the interest of Tenant, by operation
of law, without the written consent of Landlord. Landlord shall not unreasonably
withhold his written consent to the assignment by the Tenant of Tenant's
interest in the Lease, or the subletting of the Premises or any part thereof to
another person or company of the Premises or any part thereof to another person
or company of the same profession or business as Tenant in good professional
standing, provided always that such assignment or subletting shall not overcrowd
the Premises or increase the expenses of Landlord and is not in conflict with
the better interests and welfare of the building. In the event that the Premises
are leased to more than one Tenant, this Lease shall automatically transfer to
the survivor or survivors, in the event of death of one Tenant.
2.06 SIGNS.
In order that signs will be harmonious the installations of all signs, whether
exterior or interior shall be~ subject to the prior approval of Landlord and any
applicable governmental authority.
2.07 RULES AND REGULATIONS.
Tenant agrees to observe faithfully, and comply strictly with, the rules and
regulations, attached to this Lease as Exhibit B and hereby made a part hereof,
and such other rules and regulations, promulgated from time to time by the
Landlord which shall be reasonable, as in the Landlord's judgment are necessary
for the safety, care, and cleanliness of the building or for the preservation of
good order therein. The Landlord shall not be liable to the Tenant for violation
of such rules and regulations by any other tenant, its servants, employees,
agents, visitors, or licensees.
ARTICLE 3. TERM
3.01 TERM.
The term of this Lease shall be for a period of Twelve (12) full calendar
months, plus the partial month, if any, immediately following commencement of
this Lease as provided below.
3.02 DELIVERY OF POSSESSION.
A. LIABILITY OF PARTIES.
In the event of the inability of Landlord to deliver possession of the Premises
at the time of the commencement of the term of this Lease, neither Landlord nor
its agents shall be liable for any damage caused thereby, nor shall this Lease
thereby become void or voidable, nor shall the term herein specified be in any
way extended, but in such event Tenant shall not be liable for any rent until
such time as Landlord can deliver possession.
B. OCCUPANCY.
The Premises shall be considered ready for occupancy, and the term of this Lease
shall commence, seven (7) working days after the date that Landlord has notified
Tenant in writing that Landlord has substantially completed all of the work to
be done by Landlord pursuant to 6.01.
3.03 SURRENDER OF PREMISES.
A. ON TERMINATION OF TENANCY.
Tenant agrees to surrender the Premises at the termination of the tenancy herein
created, in the same condition as herein agreed they have been received,
reasonable use and wear thereof and damage by the act of God or by the elements
excepted.
3.04 HOLDING OVER
If Tenant holds possession of the Premises after the term of this Lease, Tenant
shall, at the option of the Landlord, to be exercised by Landlord's given
written notice to Tenant and not otherwise, become a Tenant from month to month
upon the terms and conditions herein specified at a monthly rental equal to that
paid by Tenant for the last month of the term of this Lease, payable in advance
in lawful money, and shall continue to be such Tenant until thirty (30) days
after Tenant shall have given to Landlord or Landlord shall have given to Tenant
a written notice of intention to terminate such monthly tenancy. Unless Landlord
shall exercise the option hereby given him. Tenant shall be a tenant at
sufferance only, whether or not Landlord shall accept any rent from Tenant while
Tenant is so holding over.
3.05 QUITCLAIM.
Upon the expiration or earlier termination of this Lease, Tenant agrees to
deliver a quitclaim deed in favor of Landlord, if Landlord requests release of
its interest in the Premises.
3.06 OPERATING EXPENSE ADJUSTMENTS.
Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent,
Lessee's Share, as hereinafter defined, of the amount by which all Operating
Expenses, as hereinafter defined, for each Comparison Year exceeds the amount of
all Operating Expenses for the Base Year, such excess being hereinafter referred
to as the "Operating Expense Increase", in accordance with the following
provisions.
A. "Lessee's Share" is defined, for purposes of this Lease, as the percentage of
.96 which percentage has been determined by dividing the approximate square
footage of the Premises by the total approximate square footage of the rentable
space contained in the Office Building Project. It is understood and agreed that
the square footage figures are size of the Premises or a change in the space
available for lease in the Office Building Project.
B. "Base Year" is defined as the calendar year in which the Lease term
commences.
C. "Comparison Year" is defined as each calendar year during the term of this
Lease subsequent to the Base Year; provided, however, Lessee shall have no
obligation to pay a share of the Operating Expense Increase applicable to the
first twelve (12) months of the Lease Term (other than such as are mandated by a
governmental authority, as to which governmental authority, as to which
government mandated expenses Lessee shall pay Lessee's Share, notwithstanding
they occur during the first twelve (12) months). Lessee's Share of the Operating
Expenses Increase for the first and last Comparison Year of the Lease Term shall
be prorated according to that portion of such Comparison Year as to which Lessee
is responsible for a share of such increase.
D. "Operating Expenses" is defined, for purposes of this Lease to include
all costs, if any, incurred by Lessor in the exercise of its reasonable
discretion.
ARTICLE 4. RENT
4.01 MINIMUM MONTHLY RENT. SEE ADENDUM
Tenant shall pay to Landlord as minimum monthly rent, without deduction,
set-off, prior notice, or demand, the sum of $2,625.00 which sum is subject to
possible adjustment as provided in paragraph 4.03 per month in advance on the
first day of each month, commencing 10/15/97 or on the date when Tenant takes
possession of the Premises, whichever date is earlier, and continuing during the
term.
Minimum monthly rent for the first month or portion of it shall be paid on the
day
that Tenant's obligation to pay minimum monthly rent commences. Minimum
monthly rent for any partial month shall be prorated at the rate of 1/30th of
the
minimum monthly rent per day.
All rent shall be paid to Landlord at the address to which notices to Landlord
are given. Rent paid more than ten (10) days later shall be subject to a penalty
of six percent (6%) of the rent due.
4.02 DEPOSITS.
As a guarantee to Landlord of the faithful performance of the terms and
conditions herein contained, provided that upon fulfillment of all said
conditions the deposit shall be returned to Tenant at the end of the term of
this Lease.
4.03 PERIODIC COST OF LIVING ADJUSTMENT.
The minimum monthly rent provided for at paragraph 4.01 shall be subject to
adjustment at the commencement of the second year of the term and each year
thereafter ("the adjustment date") as follows:
The base for computing the adjustment is the Consumer Price Index of the Bureau
of Labor Statistics of the U.S Department of Labor, Los Angeles - Long Beach,
All Items - Series A (1967 = 100), 1978 Revision, Urban Wage Earners and
Clerical Workers, which is published for the month nearest the date of the
commencement of the term ("Beginning Index"). If the Index published nearest the
adjustment date ("Extension Index") has increased over the Beginning Index, the
minimum monthly rent for the following year increased over the Beginning Index,
the minimum monthly rent for the following year (until the next rent adjustment)
shall be set by multiplying the minimum monthly rent set forth in Paragraph 4.01
by a fraction, the numerator of which is the Extension Index and the denominator
of which is the Beginning Index. In no case shall the minimum monthly rent be
less than the minimum monthly rent set forth in Paragraph 4.01. On adjustment of
the minimum monthly rent as provided in this Lease, the parties shall
immediately execute an amendment of the Lease stating the new minimum monthly
rent.
If the Index is changed so that the base year differs from that used as of the
date immediately preceding the month in which the term commences, the Index
shall be converted in accordance with the conversion factor published by the
United States Department of Labor, Bureau of Labor Statistics. If the Index is
discontinued or revised during the term, such other government index or
computation with which it is replaced shall be used in order to obtain
substantially the same result as would be obtained if the Index had not been
discontinued or revised.
ARTICLE 5. TAXES AND UTILITIES
5.01 TAXES.
Landlord shall pay all taxes and assessments levied upon the property of which
the Premises represent a part of the total area. Tenant shall pay all taxes and
assessments levied against any personal property, trade fixtures, or other
improvements, on the Premises belonging to Tenant.
5.02 UTILITIES.
Landlord agrees to furnish the Premises during reasonable hours, subject to the
regulations of the building wherein the Premises are situated, with a reasonable
amount of water and electricity suitable for the intended use of the Premises,
such heat as may be required for the comfortable occupation of the Premises,
janitor service, and elevator service, which shall mean service either by
non-attended automatic elevators or elevators with attendants at the option of
the Landlord, provided Tenant is not in default hereunder. Landlord, however,
shall not be liable for failure to furnish any of the foregoing when such
failure is caused by accidents or conditions beyond the control of Landlord, or
by repairs, labor disturbances or labor disputes, of any character, whether
resulting from or caused by acts of Landlord or otherwise; nor shall Landlord be
liable under any circumstances for loss of or injury to property, however
occurring, through or in connection with or incidental to the furnishing of any
of the foregoing, nor shall any such failure relieve the Tenant from the duty to
pay the full amount of rent herein reserved, or constitute or be construed as a
constructive or other eviction of Tenant. This building is leased on a normal
business hours basis defined as 7:00 a.m. to 6:00 p.m. Hours not within this
time frame are not normal business hours.
ARTICLE 6. IMPROVEMENTS AND REPAIRS
6.01 FITTING UP.
Prior to the commencement of the term, Landlord shall clean carpet, replaces
ceiling tiles as necessary, and paint Suite 310 at its sole cost and expense.
6.02 REPAIRS.
Tenant has examined and inspected and knows the condition of the Premises and
every part thereof and has received the same in good order and repair and
accepts the same in their present condition. Tenant shall take good care of the
Premises and they shall not be altered, repaired or changed without the written
consent of Landlord. Unless otherwise provided by written agreement, all
alterations, improvements, and changes that may be required shall be done either
by or under the direction of Landlord, but at the cost of Tenant and shall be
the property of Landlord, and shall remain upon and be surrendered with the
Premises, excepting however that, at Landlord's option, Tenant shall, at his
expense, when surrendering the Premises, remove from the Premises and the
building all partitions, counters, railings, etc., installed in the Premises by
or at the cost of Tenant. All damages or injury done to the Premises by Tenant,
or by any person who may be in or upon the Premises with the consent of Tenant
shall be paid for by the Tenant.
6.03 MECHANIC'S LIENS.
The Tenant shall not suffer or permit any mechanic's or materialman's liens to
be filed against the fee of the real property of which the Premises form a part
not against the Tenant's leasehold interest in the Premises. Landlord shall have
the right at all reasonable times to post and keep posted on the Premises any
notices which it deems necessary for protection from such liens. If any such
liens are so filed, Landlord, at its election, may pay and satisfy the same and,
in such event, the sums so paid-by the Landlord, with interest at the rate of
ten percent (10%) per annum from the date of payment shall be deemed to be
additional rent due and payable by the Tenant at once without notice or demand.
ARTICLE 7. DESTRUCTION AND CONDEMNATION
7.01 DESTRUCTION OF PREMISES BY NON-INSURED CAUSES.
Should the building in which the Premises are located be substantially damaged
or destroyed by any cause which is not covered by insurance, xxxx.xx but not
limited to earthquake, war, riot, and insurrection, Landlord may by written
notice given within ninety (90) days from the happening of such event, cancel
its Lease without obligation other than to refund any rent paid by Tenant but
not used. The term " substantially" as used herein shall be taken to mean any
damage, the repair of which will cost in excess of the sum of twenty-five
percent (25%) of the original construction cost of the building.
7.02 DESTRUCTION OF PREMISES BY FIRE.
Should the building in which the Premises are located be substantially damaged
or destroyed by fire or other insured cause, this Lease may be canceled as
mutually agreed upon.
The term "substantially" as used herein shall be taken to mean any damage the
repair of which will cost in excess of the sum of fifty percent (50%) of the
original construction cost. The Landlord's notice of cancellation must be given
to Tenant within ninety (90) days from the date of the fire, or other insured
cause. If no notice of cancellation is given by Landlord, the lease shall remain
in full force and effect as written, and Landlord agrees to use due diligence to
rebuild the Premises to a similar condition as existed prior to the fire. If the
Premises are rendered wholly untenantable during the period of repair, the rent
shall be abated until the Premises are ready for occupancy. If the Premises are
rendered partially untenantable, the rent shall be apportioned according to the
space that is still usable by the Tenant during the course of reconstruction. If
the Landlord should elect to cancel the Lease under this cause, it shall refund
any unearned rent as of the date of the destruction.
See Addendum.
7.03 CONDEMNATION.
If the whole or any part of the Premises shall be taken or condemned by an
competent authority under power of eminent domain for a public or quasi-public
use or purpose, then, at Landlord's option to be exercised by written notice to
be given by Landlord to Tenant, the term hereby granted shall cease from the
time when possession of the part so taken shall be required for such public or
quasi-public use or purpose, and without an apportionment of the award, Tenant
hereby assigning to Landlord all right and claim to the award. The current rent,
however, in such case shall be apportioned.
ARTICLE 8. INDEMNITY
8.01 NO LIABILITY OF LANDLORD.
Landlord shall not be liable to Tenant for an injury or damage that may result
to any person or property by or from any cause whatsoever, and without limiting
the generality of the foregoing, whether caused by water leakage or any
character from the room, walls, basement, or other portion of the Premises, or
caused by gas, fire, oil, electricity, or any cause whatsoever, in on or about
the Premises or any part thereof.
8.02 INDEMNIFICATION OF LANDLORD.
Tenant and Landlord agrees to hold each other harmless from and defend against
any and all claims or liability for any injury or damage to any person or
property whatsoever, (1) occurring in, on or about the Premises or any part
thereof; and (2) occurring in, on or about any facilities (including, without
prejudice to the generality of the term "facilities," elevators, stairways,
passageways, or hallways) the use of which Tenant may have in conjunction with
other tenants of the building, when such injury or damage shall be caused in
part of in whole by the act, negligence or fault of, or omission of any duty
with respect to the same by Tenant, his agents, servants, or employees.
8.03 LIABILITY INSURANCE PROVIDED BY TENANT.
Liability Insurance in the amount of One Million Dollars ($1,000,000.00) is to
be provided by Tenant. Landlord should be named as additional insured and
certificate of the policy should be delivered to the Landlord.
ARTICLE 9. DEFAULT
9.01 ACTS CONSTITUTING A DEFAULT.
Any and all of the following actions shall constitute a default of this Lease:
A. Use of the Premises for any purpose other than as authorized in this
Lease; or
B. Other sums owing when due; or
C. Abandonment or vacation of Tenant from the Premises; or
D. Assignment of the Premises by Tenant, either voluntary or by operation of
law, whether by judgment, executions, death, or any other means, without the
consent of Landlord; or
E. The filing by Tenant or any other person of a voluntary or involuntary
petition in bankruptcy or an arrangement by or against Tenant; the adjudication
of Tenant as a bankrupt or insolvent; the appointment of a receiver appointed at
the instance or request of Landlord; the general or any other assignment by
Tenant for the benefit of this creditors; or
F. A default in the performance of any of the terms, covenants, and
conditions
herein contained; or
G. The inability of Tenant to perform any of the terms, covenants, or
conditions
herein by him to be kept or performed. See Addendum
9.02 REMEDIES UPON DEFAULT.
In the event of a default of this Lease, and in addition to all other rights and
remedies Landlord may have at law, Landlord shall have the option to do any or
all of the following:
A. REENTRY.
Immediately reenter and remove all persons and property from the Premises,
storing said personal property in a public warehouse or elsewhere at the cost
of, and for the account of, the Tenant. In such instance, the Lease will be
terminated, and Landlord will be entitled otherwise to recover all damages
allowable under the law or this Lease.
B. COLLECTION OF RENT.
As it becomes due hereunder, or to enforce, by suit or otherwise, any other term
or provision hereof on the part Tenant required to be kept or perform, it being
specifically agreed that all unpaid sums shall bear interest at the highest
legal rate from the due date thereof until paid.
C. TERMINATION OF LEASE.
Terminate this Lease, in which even Tenant agrees to immediately surrender
possession of the Premises, and to pay to Landlord, in addition to any other
remedy Landlord may have, all damages Landlord may incur by reason of his
default, including the cost of recovering the Premises.
D. MEASURE OF DAMAGES.
The damages Landlord may recover include the worth at the time of award of the
amount by which the unpaid rent for the balance of the term after the time of
award exceeds the amount of such rental loss from the same period that Tenant
proves could be reasonably avoided.
9.05 WAIVER OF BREACH.
Landlord's failure to take advantage of any default or breach of covenant on the
part of Tenant shall not be, or be construed as a waiver thereof, nor shall any
custom or practice which may grow up between the parties in the course of
administrating this instrument be construed to waive or to lessen the right of
Landlord to insist upon the performance by Tenant of any term, covenant, or
condition hereof, or to exercise any rights given him on account of any such
default. A waiver of a particular breach, or default, shall not be deemed to be
a waiver of the same or any other subsequent breach or default. The acceptance
of rent hereunder shall not be, or be construed to be, a waiver of any term,
covenant, or condition of this Lease.
9.06 DEMAND FOR RENT.
In the event that Tenant shall be in default in the payment of any rents
provided for in this Lease, Tenant waives the making by Landlord of any demand
for rent prior to the commencement of any action in ejectment or to obtain
possession of the Premises.
9.07 CUMULATIVE REMEDIES.
The foregoing remedies of Landlord shall not be exclusive, but shall be
cumulative and in addition to all remedies now or hereafter allowed by law or
elsewhere provided.
9.08 LANDLORD CURING DEFAULT.
Upon five (5) days prior written notice to the Tenant by the Landlord, it is
agreed that the Landlord may cure any default by the Tenant hereunder and, if
necessary, may enter upon the Premises for such purpose, and in such event the
cost thereof to Landlord shall be deemed additional rent payable by the Tenant,
which shall become immediately due and payable. Furthermore, Landlord has the
right to act immediately if Landlord believes it necessary.
ARTICLE 10. INSPECTION AND NOTICES
10. 1 INSPECTION.
Tenant will permit Landlord with reasonable notice provided it is not an
emergency and its agents to enter into and upon the Premises at all reasonable
times for the purpose of inspecting the same, or for the purpose of protecting
owners reversions, or to make alterations or additions to the Premises or to any
other portion of the building in which the Premises are situated, or for
maintaining any service provided by Landlord to Tenant hereunder, including
window cleaning and janitor service, without any rebate of rent to Tenant for
any loss of occupancy or quiet enjoyment of the Premises, or damage, injury, or
inconvenience thereby occasioned, and will permit Landlord at any time within
thirty (30) days prior to the expiration of this Lease to bring upon the
Premises for purposed of inspection of display, prospective tenants hereof.
10.2 NOTICES.
Any notice, demand or communication under, or in connection with, this lease may
be served upon Landlord by personal service, or by mailing the same by
registered mail, and/or certified mail in the United States Post Office, postage
prepaid, and return receipt requested, and directed to Landlord at:
CDE Property Management
(dba Ventura Professional Center)
000 X. Xxxxxxx Xxxxxx, Xxxxx 00
Xxxxxxxxx, XX 00000, - - and may likewise be served on Tenant by personal
service or by so mailing the same addressed to Tenant at:
0000 Xxxxxxx Xxxxx 000
-------------------------
Ventura Ca. 93003
-------------------
or the Premises. Either Landlord or Tenant may change such address by notifying
the other party in writing as to such new address as Tenant or Landlord may
desire used and which address shall continue as the address until further
written notice.
ARTICLE 11. GENERAL PROVISIONS
11.01 COVENANTS.
It is mutually agreed that the letting hereunder is made upon and subject to the
terms, covenants, and conditions of this Lease and that Tenant covenants as a
material part of the consideration for this Lease, to keep and perform each and
all of said terms, covenants, and conditions by him be kept or performed, and
that this Lease is made upon the condition of such performance.
11.02 PROVISIONS DEEMED COVENANTS AND CONDITIONS.
The parties hereto agree that all the provisions hereof are to be construed as
covenants and conditions as through the words importing such covenants and
conditions were used in each instance and that all of the provisions hereof
shall bind and inure to the benefits of the parties hereto and their respective
heirs, legal representatives, successors, and assigns.
11.03 TIME OF ESSENCE.
Time is of the essence in the performance of each provision of this Lease.
11.04 CUMULATIVE REMEDIES.
The specified remedies to which Landlord or Tenant may resort under the terms of
this Lease are cumulative and not intended to be exclusive of any other remedies
afforded by Law. The waiver of the performance or any covenant, term, or
condition of this Lease by Landlord or Tenant shall not be construed as a waiver
of any subsequent breach of the same covenant, term, or condition.
11.05 ATTORNEY'S FEES.
Should either part hereto institute any legal action to enforce any provision
hereof, the prevailing party in such action shall be entitled to receive from
the losing party such amount as the court may adjudge to be reasonable
attorney's fees.
11.06 INTEREST ON MONEY DUE.
Any sum accruing to Landlord or Tenant under the provisions of this Lease which
shall not be paid when due shall be interest at the rate of 18% per annum, or at
the maximum rate permitted by law, from the date the original same was due.
11.07 INVALIDITY.
If any term, covenant, condition, or provision of this Lease is held by a court
of competent jurisdiction to be invalid, void, or enforceable, the remainder of
the provisions hereof shall remain in full force and effect and shall in no way
be affected, impaired, or invalidated thereby.
11.08 AGENCY.
Nothing contained in this Lease shall be deemed or construed by the parties
hereto or by an third person or create the relationship of principal and agent
or of partnership or of joint venture or of any other association other than
Landlord and Tenant.
11.09 EXTENSIONS.
All references to the term of this Lease shall include any extensions of such
term.
11.10 CAPTIONS.
The captions of articles of this Lease are for reference only and are not to be
construed in any way as a part of this Lease.
11.11 BINDING EFFECT; COUNTERPARTS.
This Lease shall not be binding and in effect until a counterpart hereof has
been executed and delivered by the parties each to the other.
11.12 EXECUTION.
The parties have executed this Lease at the place and on the dates specified
immediately above their respective signatures.
TENANT:
BY: /s/ Xxxxxx X. XxXxxxxxx
XXXXXX X. XXXXXXXXX
LANDLORD
BY: /s/ Xxxx X. Xxxxxxxx
XXXX X. XXXXXXXX
EXHIBIT "B"
RULES & REGULATIONS
-------------------
DIRECTORY
---------
The bulletin board or directory will be provided exclusively for the display of
the name and location of Tenant only; and Landlord reserves the right to exclude
any other names therefrom, and also to charge Tenant for each and every name, in
addition to the name of Tenant, placed by it upon such bulletin board of
directory.
Landlord, at its expense, shall provide an identification sign for the Tenant to
be placed in the lobby of the first floor and an additional identification sign
in the lobby of the floor on which the Premises are located. Tenant shall
purchase a matching sign to be used to identify the Premises, the cost of which
is estimated to be $30.00
-----
LOCKS AND KEYS
--------------
No additional locks shall be placed upon any doors of the Premises, and Tenant
agrees not to have any duplicate keys made without the consent of Landlord. If
more than 2keys for any door lock are desired, the additional number shall be
-
paid for by Tenant. Upon termination of this Lease Tenant shall surrender all
keys.
WIRING
------
When wiring of any kind is introduced it must be connected as directed by
Landlord, and no boring or cutting for wires will be allowed except with the
mutual agreement. The location of telephones, call boxes, and other office
equipment affixed to the Premises shall be prescribed by mutual agreement.
PLUMBING
--------
The washbowls, water closets, and urinals shall not be used for any purpose
other than those for which they were constructed.
HALLS AND STAIRWAYS
-------------------
The entries, passages, stairways, and elevators shall not be obstructed by
Tenant, or used for any other purpose than ingress or egress to and from their
respective offices. Tenant shall not bring into or keep within building any
animal or vehicle.
OBSTRUCTING LIGHT
-----------------
Tenant shall not allow anything to be placed against or near the glass in the
partitions or in the doors between the Premises and in the halls or corridors.
The doors between the Premises and the corridors of the building shall at all
times, except when in actual use for ingress or egress, be kept closed.
MOVING FURNITURE
----------------
No furniture, freight, or equipment of any kind shall be brought into or removed
from the building without the consent of Landlord or Landlord's agent; and all
moving of same, into or out of building, by Tenants, shall be done at such times
and in such manner as Landlord shall designate. Landlord shall have the right to
prescribe the weight, size, and position of all safes and other heavy property
brought into the building, and also the times and manner of moving the loss or
damage to any such safe or property from any cause; but all damage done to the
building by moving or maintaining any such safe or property shall be repaired at
the expense of Tenant.
JANITOR SERVICE
---------------
Tenant shall not employ any person or persons other than the janitor of Landlord
for the purpose of cleaning the Premises, unless otherwise agreed. Landlord
shall be in no way responsible for any loss of or damage to Property from the
Premises, however occurring.
VIOLATIONS BY OTHER TENANT
--------------------------
Landlord is not responsible to any Tenant for the nonobservance or violations of
the rules and regulations by any other Tenant.
ROOMS USED IN COMMON
--------------------
Rooms used in common by Tenants shall be subject to such regulations as are
posted therein.
LANDLORD'S OFFICE AND EMPLOYEES
-------------------------------
The requirements of Tenant will be attended to only upon application at the
office of the building. Employees of Landlord shall not perform any work or do
anything outside of heir regular duties unless under special instructions from
the office, and no employees will admit any person (e.g. Tenant or otherwise) to
any office without specific instructions from the office of the building
REMOVAL OF PERSONS
--------------------
Landlord reserves the right to exclude or expel from the building any person
who, in the judgment of Landlord, is intoxicated, or under the influence of
liquor or drugs, or who shall in any manner do any act in violation of any of
the rules and regulations of the building.
CLOSING PRECAUTIONS
--------------------
Tenant shall see that the windows, transoms, and doors of the Premises are
closed and securely locked before leaving the building and must observe strict
care not to leave windows open when it rains and Tenant shall exercise
extraordinary care and caution that all water faucets or water apparatus are
entirely shut off before Tenant or Tenant's employees leave the building and
that all electricity, gas, or air shall likewise be carefully shut off, so as to
prevent waste or damage and for any default or carelessness Tenant shall make
good all injuries sustained by other Tenants or occupants of the building or
Landlord.
LOCKING OF ENTRANCE DOORS
----------------------------
Landlord reserves the right to close and keep locked all entrance and exit doors
of the building during such hours as Landlord may deem to be advisable for the
adequate protection of the property.
ENTRY AFTER CLOSING
---------------------
All Tenants, their employees, or other persons entering or leaving the building
at any time when it is so locked may be required to sign the building register
when so doing, and the watchman in charge may refuse to admit to the building,
while it is so locked, Tenant or any of Tenant's employees, or any other person,
without a pass previously arranged, or other satisfactory identification showing
his right or access to the building at such time. Landlord assumes no
responsibility and shall not be liable for any damage resulting from any error
in regard to any such pass or identification, or from -the admission of any
unauthorized person to the building.
CARPETING
---------
Carpeting shall be protected from excessive wear caused by desks, chairs or
other items by the use of chair mats or other suitable devices.
Addendum to Lease dated September 15, 1997
By and between Ingomar Limited Partnership (Landlord) and Virtual Source
(Tenant).
4.01 MINIMUM MONTHLY RENT: MODIFICATION.
Tenant shall pay to Landlord upon execution of lease the amount of
$31,500.00 which is prepaid rent for the lease term of 9/23/97 through 9/22/98.
7.02 DESTRUCTION OF PREMISES BY FIRE: MODIFICATION.
Should the building in which the Premises are located is substantially damaged
or destroyed by fire or other insurance cause and lease is canceled on tenant
can only occupy half the space the tenants advance rent shall be prorated and
return to the tenant.
9.01 ACTS CONSTITUTING A DEFAULT: MODIFICATION.
Landlord shall provide a written 15 business day advance notice to tenant before
any circumstance or event can become a default as defined.
12. OPTION TO EXTEND:
Tenant shall have option to extend lease for additional one year under same
terms and conditions except advance rent shall be $32,500.00 Tenant shall notify
Landlord in writing at least 90 days before lease ends.
_____________________________________ _____________________________________
Landlord Tenant
