OFFICE LEASE
This lease is made between: CACTUS FAMILY INVESTMENTS, LLC called Lessor
and
MECHANICAL BREAKDOWN ADMINISTRATORS, INC. called Lessee.
IT IS AGREED BETWEEN LESSOR AND LESSEE AS FOLLOWS:
PREMISES
1. Lessor hereby leases and Lessee hereby hires, upon the terms and
conditions herein set forth, that certain office space known as Suite Number
105A, 105B (5100 SQ. FT) TOP & (5100 SQ. FT) XXXXXX XXXXXX, 000X XXXXXX XXXXX
(1250 SQ. FT) & TOP FLOOR (2550 SQ. FT), 106B TOP FLOOR (2550 SQ. FT) consisting
of approximately 16,750 square feet of floor space, hereinafter referred to as
the "Premises" situated on 000X, 000X, 000X XXX & XXXXXX XXXXXX, 000X TOP FLOOR
of the building, hereinafter referred to as the "Building", located at 9419 East
San Salvador, Scottsdale, Arizona.
TERM
2. The term of this Lease shall be for a period of 60 MONTHS / (5) year(s)
commencing on the 01 day of JANUARY , 19 99 , and terminating on the 31 day of
DECEMBER , 20 03 .
RENT
3. (a) Lessee will pay to Lessor, at the office of the building, as rent
for the premises, the total sum of $ 197,400.00 , ONE HUNDRED AND NINETY-SEVEN
THOUSAND FOUR HUNDRED AND 00/100 DOLLARS (per year) payable in equal monthly
installments of $16,450.00 plus applicable city and state taxes, in advance, on
the first day of each calendar month, $987,000.00 for the term of the lease,
commencing on this 01 day of JANUARY , 19 99 , signed this 04 day of APRIL , 19
99 , and continuing thereafter until said total shall be paid.
On August 01, 1999 Lessee will lease an additional 3,000 square feet,
located at 0000 X. Xxx Xxxxxxxx Xx., Xxxxx #000, Xxxxxxxxxx, XX 00000, at the
same rental rate of $12.00 per square foot. A total of 19,450 square feet
rented, cost in 1999 is $212,400.00 for total rent. For years 2, 3, 4, and 5,
cost will be $233,400.00; plus yearly percentage increase, in lease payments per
year; $19,450.00 per month plus percentage increase; $1,146,000.00 in payments
for the entire lease term plus yearly increases. This Lease will expire on the
31ST day of DECEMBER , 20 03 .
(b) Prior to commencement of this Lease, Lessee agrees to deposit with the
Lessor the sum of N/A , to be held as a Security Deposit to secure the
performance of each and every covenant of this Lease. On termination of this
Lease and full payment of all amounts due and performance of all Lessee's
covenants and agreements, the Security Deposit shall be returned to Lessee.
(c) Rental payments shall be made on or before the first day of every
month. Payments received later than the 10th of the month shall be assessed a
late charge of five percent (5%) of the monthly rental as additional rent the
following month. Failure to pay this late charge shall constitute a default of
this Lease.
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(d) Lessee further agrees to pay any and all excise, privilege, rent, real
state taxes, sales taxes or other applicable taxes, except Lessor's income taxes
levied by any governmental authority on the rent or other charges required to be
paid under this Lease.
(e) Lessee will pay an additional two percent (2%) in year two (2)
beginning January 01, 2000, four percent (4%) in year three (3), five percent
(5%) in year four (4), and six percent (6%) in the fifth (5) year.
UTILITIES
4. Lessee will use reasonable efforts to provide the premises with heat,
air conditioning and electricity in quantities required for normal usage of the
premises, without liability for failures or interruptions resulting from any
cause or from good faith acts or decisions of the Lessor. Lessee shall be
responsible for telephones and all other utilities and services not specifically
stated above to be provided by Lessor. It shall be Lessee's obligation to turn
off all lights, air conditioning or heating at the close of each business day to
conserve energy.
JANITORIAL SERVICE
5. Lessee shall provide janitorial service for office space only, which
will consist of vacuuming, trash bin waste disposal and bathroom cleaning.
LESSEE NOT TO MISUSE
6. The Lessee will use the premises only for GENERAL OFFICE USE and will
not use said premises for lodging or sleeping purposes, or for any immoral or
illegal purposes. The Lessee, at his expense, will comply and will cause his
employees, agents, and invitees, to comply with all applicable rules and
regulations of governmental agencies. The Lessee shall not use or permit upon
said premises anything that will increase the rate of insurance thereon, or
anything that may be dangerous to life or limb; and will do nothing to create a
nuisance or to disturb any other Lessee in said building.
CONDITION OF PREMISES
7. Lessee acknowledges that his acceptance of possession of the premises
constitutes a conclusive admission that he has inspected the premises and has
found it in good condition and repair and in all respects in accordance with the
obligation of Lessor under this Lease.
UNDERTAKINGS BY TENANT
8. (a) Lessee shall purchase, during the term of this Lease, comprehensive
general liability insurance for bodily injury for limits up to $500,000.00
single limit and property damage in the amount of $11,000.00 per occurrence
arising out of the maintenance or use by the Lessee of the premises covered
under this Lease Agreement. Further, a Certificate of Insurance shall be
furnished to the Lessor, indicating that the Lessor has been named as additional
insured on the Lessee's insurance policy.
(b) Lessee will hold Lessor and all other Lessees of the building and their
employees, agents and invitees, harmless from any loss, damage, or liability,
caused by Lessee or his employees, agents, invitees to the extent that Lessor or
the other Lessees shall not be reimbursed by insurance. Lessee will not claim
damages, other than a prorated abatement of the rent, if delivery of possession
of the premises shall be delayed beyond commencement of the term of this Lease,
regardless of the cause.
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(c) Upon observing that any part of the premises, including the fixtures
and facilities, is or appears to be defective, damaged, or in disrepair,
regardless of the nature or cause, Lessee will notify Lessor immediately.
(d) Lessee will not conduct any activities or keep any materials,
substances or articles in or about the premises which will impair or invalidate,
or increase the premium cost of insurance policies carried by Lessor.
(e) During the term, the Lessee will maintain the premises in good
condition and repair, except such repair and maintenance which are the
obligations of Lessor as provided hereafter, and Lessee will maintain all of
Lessee's furniture, furnishings, and equipment located in and on the premises in
good, neat, and attractive condition and in good taste and repair.
(f) Lessee will not make any alterations or additions to or install
partitions or built-in fixtures or facilities on the premises without Lessor's
previous written consent. Any alterations, additions, partitions or built-in
fixtures or facilities made to or installed in the premises by Lessee with
lessor's consent will be done in accordance with and subject to the written
directions and conditions issued by Lessor and shall become a part of the
building and the property of the Lessor. Lessor may repair, alter, improve or
remodel any portion of the premises or the building but without obligation to do
so, without liability to Lessee for any damage or for any inconvenience to or
temporary impairment of the enjoyment of the premises by Lessee.
(g) Lessee will not cause or permit any lien to be imposed upon the
premises or the building and will pay all taxes and license fees imposed by
reason of any improvements made by Lessee to the premises or imposed upon any
personal property located in the premises.
(h) Lessee will reimburse Lessor for all expenditures made by Lessor for
the account or benefit of Lessee.
(i) Should any part of the premises or the building be taken from Lessor as
a result of condemnation proceedings, threatened or filed, Lessee does and will
relinquish to Lessor any interest in the proceeds or award. Should all or a
substantial part of the premises be taken or requisitioned by a public utility
or governmental agency by condemnation or otherwise, Lessor may terminate this
Lease on not less than thirty (30) days written notice to Lessee.
(j) Lessee will permit upon given notice, any agent, or employee of Lessor
to enter the premises, with a pass key or otherwise, at any time for inspection
or other reasonable purposes, and Lessee releases Lessor from any responsibility
for any resulting theft or damage.
(k) Lessee, at its expense, agrees to install portable fire extinguishers
on the premises as required by the insurance companies or municipal authorities.
(l) Lessee, shall promptly comply with all statutes, ordinances, rules,
regulations, orders, and requirements of all governmental bodies during the term
of this lease.
(m) Lessee shall have the privilege, after obtaining Lessor's written
consent, of placing such signs on the premises as it deems necessary in the
conduct of its business, provided Lessee pays all required fees and obtains all
required legal permissions. Lessee agrees to identify and save Lessor harmless
from any and all losses, claims and suits for injury to person or property
caused by any sign.
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RULES AND REGULATIONS
9. The Lessee, and his agents and servants, shall at all times observe,
perform and abide by all the rules and regulations printed upon the back of this
instrument and such reasonable modifications thereof and additions thereto as
may be hereafter adopted by the Lessor and which apply to all Lessees of the
building in which the premises are located. Reference "Rules and Regulations"
page 6.
REPAIRS AND MAINTENANCE
10. Lessor shall furnish the premises during reasonable and usual business
hours, usual maintenance service. Lessee hereby assumes all maintenance
including cleaning, repairs to air conditioning and other cooling devices.
Lessor, however, shall not be obligated to furnish such maintenance service when
the need therefore is caused by the negligence or willful act of Lessee, his
employees or invitees.
NON-LIABILITY OF LESSOR
11. The Lessor shall not be liable for any damage, either to person or
property, sustained by Lessee or by other persons, due to the building or any
part thereof or any appurtenances thereof becoming cut or repair, resulting from
faulty or leaky plumbing, gas, water, steam, electrical, heating, cooling,
ventilating or air conditioning fixtures, facilities, or conduits; from acts of
officers, agents or employees of Lessor or invitees; or from any trespass or
public offence committed in or about the premises of the building.
ASSIGNMENT AND SUB-ORDINATION
12. Lessee may not assign or hypothecate this Lease, or sublet the
premises, in whole or in part, directly or indirectly, without the prior written
consent of Lessor, which consent shall not be unreasonably withheld. Any
attempted transfer of this Lease, or any right of Lessee in the Lease or in the
premises, voluntary or involuntary, direct or indirect, in bankruptcy,
reorganization, receivership, probate, law, equity, or otherwise shall be void
unless effected with the prior written consent of Lessor. Any assignee or
subtenant of Lessee, approved in writing by Lessor, shall be bound by this
Lease. Lessor may assign or hypothecate this Lease or convey the building
without affecting the obligations of Lessee. This Lease shall be subordinate to
any trust deed or mortgage now on the building and any extension or renewal of
either and to any trust deed or mortgage which Lessor shall constitute a future
waiver or an impairment of the provisions of this paragraph.
CASUALTY
13. If the premises or building are destroyed in whole or in part by fire
or other casualty so as to render the premises unfit for occupancy, Lessor may
terminate this Lease or Lessor may at Lessor's cost, restore the premises or
building so destroyed, with an equitable abatement of Lessee's rent during the
time of such restoration.
DEFAULT
14. If Lessee should become in default under this Lease, Lessor, at its
option and without notice, (1) may terminate this Lease, take possession of the
premises and relet the premises at any rent obtainable, recovering from Lessee,
in successive actions or in a single action, any deficit between the rent
received or to be received and the rent provided to be paid under this Lease,
plus all expenses, including attorney's fees, incurred in the taking possession
and reletting; or (2) without attempting to relet the premises and with or
without terminating this lease, may (a) xxx, at regular or irregular intervals
and in successive suits, to recover unpaid rent for the remaining term of this
Lease, or (b) xxx, for general and special damages. If Lessor should take
possession of the premises under the provisions of this paragraph or at the end
of the term, Lessor may remove to any place of storage, or any dumping ground,
at Lessee's risk and expense and without incurring any responsibility to Lessee
for loss, damage, or theft, all property in or about the leasehold belonging to
or in the custody of Lessee. The remedies provided in this paragraph are
cumulative and may be exercised simultaneously with, in addition to, or
independently of, any other legal remedy.
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RESTORATION OF PREMISES
15. Upon termination of this Lease, Lessee will restore the premises to
Lessor in the same condition as it existed at the commencement of the term,
except as otherwise permitted or required by this Lease, and except for
reasonable use and wear. Cleaning or repairs of misuse will be deducted from
Security Deposit.
HOLDING OVER
16. Should Lessee hold over the premises after the term of this Lease, he
will be a tenant by sufferance from day to day with a rental of N / A per day
unless Lessor shall consent in writing to a different tenancy.
INTEREST ON MONETARY OBLIGATIONS
17. All monetary obligations of Lessee to Lessor under this Lease shall
carry N/A percent (____%) interest per annum from the date due until paid.
TIME OF ESSENCE
18. Time is of the essence of this Lease.
CONDITION
19. Each term of this Lease shall constitute a condition.
NOTICES
20. Notices shall be deemed served upon Lessee which left at or mailed,
postage prepaid, to the premises.
WAIVER
21. No waiver, benefit, privilege, or service, voluntarily granted or
performed by Lessor to or for Lessee, or any other Lessee in the building, shall
be construed to vest any contractual right in Lessee by custom, estoppel, or
otherwise. No waiver by Lessor of a default by Lessee under this Lease shall
constitute a waiver of a subsequent default and after a waiver, expressed or
implied, no notice need be given that strict compliance in the future will be
required.
ATTORNEY'S FEES
22. If Lessor shall commence any legal proceedings by reason of Lessee's
default hereunder and if Lessor shall be the prevailing party in such legal
proceedings, Lessee shall pay all costs incurred by Lessor, including reasonable
attorney's fees.
PARTIAL INVALIDITY
23. No partial invalidity of this Lease shall affect the remainder.
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HEADINGS
24. Headings shall not limit or affect any paragraph in this Lease.
REMEDIES CUMULATIVE
25. All rights and remedies of the Lessor under this Lease shall be
cumulative, and none shall exclude any other rights and remedies allowed by law.
SUCCESSORS AND ASSIGNS
26. Each of the provisions of this Lease shall extend to and shall, as the
case may require, bind or inure to the benefit of, not only the Lessor and the
Lessee but also their respective successors, legal representatives and assigns.
ENTIRE AGREEMENT
27. This Lease contains the complete agreement between Lessor and Lessee
and no supplement, amendment, or other commitment will be binding unless in
writing and signed by the obligated party.
Executed this 4 day of April, 1999, at Scottsdale, Arizona for Cactus
Family Investments, LLC.
LESSOR: Cactus Family Investments, LLC
BY:/s/ Xxxxxx X. Xxxxxxxxxx
TITLE: Managing Member
Witnessed:
4 day of April, 1999.
/s/ Xxxxxx Xxxxxxx
Signature
Executed this 4 day of April, 1999, at Scottsdale, AZ for MBA, Inc.
LESSEE: MBA, Inc. a division of MBA holdings, Inc.
BY: /s/ Xxxx X. Xxxxxxxxxx
TITLE: President
Witnessed:
4 day of April, 1999.
Xxxxxx Xxxxxxx
Signature
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RULES AND REGULATIONS
1. PUBLIC AREAS. All public areas of the Building shall be under the sole
and absolute control of Landlord and Landlord shall have the exclusive right to
regulate, modify and control these areas.
2. WIRING. When electric wiring of any kind is introduced, it must be
connected as directed by the Landlord, and no boring or cutting for wires will
be allowed except with the written consent of the Landlord. No apparatus, other
than normal office machines and equipment of any kind, shall be connected with
the electric wiring of the Leased Premises and/or the Building without the
written consent of the Landlord.
3. INCREASE IN RISK. No tenant shall do anything in the Lease Premises,
and/or the Building or bring or keep anything therein, which will in any way
increase or tend to increase the risk of fire, or which shall conflict with the
regulations of the Fire Department or the fire laws, or with any rules or
ordinances established by the Board of Health. No tenant shall use any machinery
which may cause any objectional noise, jar, or tremor to the floors or walls, or
which, by its weight, might injure the floors of the Building.
4. NO AUCTIONS. No tenant shall conduct any auction on the Leased Premises.
No tenant shall store goods, wares or merchandise on the Leased Premises, except
for such tenant's own personal use.
5. MOVING. All freight, furniture, fixtures and equipment must be moved
into, within, and out of the Building under the supervision of the Landlord, and
according to such regulations as determined by Landlord from time to time.
6. TENANT REQUESTS. The requests of any tenant will be attended to only
upon written application at the office of the Building. Employees of Landlord
shall not perform any work, nor do anything outside of their regular duties
unless special written instructions from the Landlord are first had and obtained
and no employee shall admit any person (whether a tenant or otherwise) to any
part of the Building without specific instructions from the Landlord or
Landlord's agent.
7. KEYS. All keys shall be obtained from the Landlord and all keys shall be
returned to the Landlord upon the termination or earlier expiration of this
Lease. No tenant shall change the locks, or install other locks, on the doors to
the Leased Premises or elsewhere without the written consent of Landlord.
8. LOCKING OF LEASED PREMISES. Each tenant shall see that the windows and
doors of the Leased Premises are closed and securely locked before leaving the
Leased Premises and that all lights are properly turned off.
9. NOTICE OF ACCIDENTS. Each tenant shall give Landlord prompt notice of
any accident to, or defects in, the Building, the Leased Premises, the plumbing,
electric wiring, heating or air conditioning so that the same may be attended to
promptly.
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10. JANITORIAL SERVICES. All cleaning and janitorial services for the
Building and the Leased Premises shall be provided exclusively through Landlord.
11. UTILITIES. No tenant shall use any method of heating or air
conditioning other than that supplied by Landlord.
12. COOPERATION WITH LANDLORD. Each tenant shall cooperate with Landlord in
obtaining maximum effectiveness of the cooling system by closing drapes and
other window coverings when the sun's rays fall on the windows of the Leased
Premises. No tenant shall not tamper with, alter or change the setting of any
thermostats or temperature control valves.
13. CONTROL BY LANDLORD. Landlord reserves the right to exclude or expel
from the Building any person who, in the judgement of Landlord is intoxicated or
under the influence of liquor or drugs, or who shall in any manner act in
violation of any of the rules and regulations of the Building.
14. SERVICES. All services to be provided by Landlord as specified shall be
subject to schedule change as Landlord shall deem necessary.
15. PASSES. Landlord reserves the right to exclude from the Building at all
times, other than the reasonable hours of the generally recognized business day
as determined by Landlord, all persons who do not present a pass or other
identification acceptable to Landlord.
16. CANVASSING. Canvassing, soliciting and peddling in the Building are
prohibited and each tenant shall cooperate to prevent such activities.
17. HAND TRUCKS. There shall not be used in any space, or in the public
halls of the Building either by any tenant or others, any hand trucks except
those which are approved by Landlord in writing and which had trucks are
equipped with rubber tires and side guards.
18. PLUMBING. The toilets, wash basins and other plumbing fixtures shall
not be used for any purpose other than those for which they were constructed,
and no sweepings, rubbish, rags or other substance shall be thrown therein. All
damage resulting from any misuse of fixtures shall be borne by the tenant who,
or whose employees, agents or visitors shall have caused the same.
19. VEHICLES, COOKING, PETS. No bicycles, vehicles or animals of any kind
shall be brought into or kept in or about the Leased Premises, and/or the
Building and, except for any restaurant tenant permitted by Landlord to do so,
no cooking shall be done or permitted by any tenant on the Leased Premises
and/or the Building except the preparation of coffee, tea, hot chocolate and
similar items for the Tenant, its employees and business visitors. No tenant
shall cause or permit any unusual or objectionable odors to escape from the
Leased Premises.
20. ADVERTISING. No tenant shall engage in advertising which, in Landlord's
opinion, tends to impair the reputation of the Building or its desirability.
21. AMENDMENT. Landlord reserves the right at any time to rescind any one
or more of these rules and regulations, or to make such other and further
reasonable rules and regulations as in Landlord's judgement may from time to
time be necessary for the safety, care and cleanliness of the Leased Premises,
the Building and for the preservation of order therein.
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22. HEADINGS. The headings of the Paragraphs of these rules and regulations
are for convenience of reference only and shall not limit or define, in any way
the terms and provisions hereof.
23. PROHIBITIVE USES. No premises shall be used for manufacturing or for
the storage of merchandise except as such storage may be incidental to the use
of such premises for general office purposes. No tenant shall occupy or permit
any portion of its premises to be occupied for the manufacture or sale of
liquor, narcotics, or tobacco in any form, or as a medical office, or as a
xxxxxx shop or manicure shop without the prior written consent of Landlord. No
tenant shall advertise for laborers giving an address at the Building. No
promises shall be used for lodging or sleeping or for illegal purposes.
24. COMBUSTIBLE MATERIALS. No tenant shall use or keep in any premises or
at the Building any kerosene, gasoline or inflammable or combustible fluid or
material.
25. WINDOW COVERINGS. Tenant shall not place any coverings on the windows
without first obtaining Landlord's written consent. The acceptability of any
such covering shall be at Landlord's sole discretion.
26. EXTERIOR FURNITURE. Tenant shall not place any furnishings on the
balconies or patios of the Building.
DATED this 4 day of April, 1999
/s/ Xxxxxx Xxxxxxxxxx
"LANDLORD"
RECEIPT BY TENANT
The undersigned Tenant hereby acknowledges receipt of a complete copy of the
foregoing rules and regulations.
DATED this 4 day of April, 1999
/s/ Xxxx X. Xxxxxxxxxx
"TENANT"
