Exhibit 10.13
LEASE
dated as of July 24, 0000
xxxxxxx
XXXXXXXX XXXXXXXXXX SUNBELT DEVELOPERS, INC.,
as Landlord ("Landlord")
and
GENESIS INTERMEDIA, INC.,
A FLORIDA CORPORATION; AND
GENESIS MEDIA GROUP, INC., A FLORIDA CORPORATION
as Tenant ("Tenant")
relating to premises at
SUITE T-3
THE XXXX XXXXX EXECUTIVE GUILD CENTER
0000 Xxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
LEASE SUMMARY
This page is for the convenience of the parties and summarizes the principal
terms of the lease. It does not alter or define any of the terms of this lease.
PROJECT: The project in which the Premises is located is THE XXXX XXXXX
EXECUTIVE GUILD CENTER, located at 0000 Xxxxxx Xxxxxx, Xxxxx
Xxxx, Xxxxxxxxxx.
TENANT: The Tenant is GENESIS INTERMEDIA, a Florida corporation; and
GENESIS MEDIA GROUP, INC. a Florida corporation.
TERM: The term of the lease is two (2) year(s).
COMMENCEMENT
DATE: This lease shall commence on August 1, 1998.
TERMINATION
DATE: This lease shall terminate on July 31, 2000.
OPTION TO
EXTEND: Tenant shall have one (1) two (2) year option to renew this
lease, conditioned upon providing Landlord with written notice to
extend ninety (90) days prior but not greater than one hundred
and eighty (180) days prior to the termination date of July 31,
2000. The rental rate for the additional two (2) years shall be
as set forth below.
PREMISES: The Premises consist of ground floor office space located within
THE XXXX XXXXX EXECUTIVE GUILD, Building T and further referenced
as "Suite T-3", and further outlined in Exhibit(s) to the lease.
Net rentable area of the Premises: Approximately 2,503 rentable
square feet.
BASE
YEAR RENT: Effective Base Rental Rate for the twenty-four (24) month period
of occupancy is approximately $1.97-1/2 per square foot.
Year 1 $4,880.85 per month ($1.95 per sq. ft.)
*Year 2 $5,006.00 per month ($2.00 per sq. ft.)
SUBJECT TO OPTION:
*Year 3 $5,256.30 per month ($2.10 per sq. ft.)
*Year 4 $5,506.60 per month ($2.20 per sq. ft.)
*Following the first anniversary, and each subsequent anniversary of the
commencement date of this lease, Tenant's Base Rent will be further increased
based upon the increase, if any, in the Consumer Price Index for the Greater Los
Angeles, Anaheim, Riverside (California) areas in an amount not to exceed five
percent (5%) per annum nor less than one percent (1%) per annum.
OPERATING EXPENSES: Base Year Start Date: 8-1-98 to 7-31-99.
Following the first anniversary, and each subsequent anniversary of the
commencement date of this lease, Tenant shall pay, each month, as Additional
Rent, at the same time as the Base Rent, Tenant's pro rata share of annual
Operating Expenses in excess of the Operating Expenses derived from the Base
Year Expenses. Landlord and Tenant agree that Tenant's pro rata share is a
fraction, the numerator of which is the number of rental square feet of the
Premises, and the denominator of which is the total rentable square feet
contained in the Project. Tenant's share is approximately 2.38% percent of the
rentable square footage of the total Project and shall be for an amount not to
exceed two and one-half percent (2-1/2% per annum nor less than one-half of one
percent (1/2 %) per annum, times the then current Rent amount.
SECURITY DEPOSIT: $6,000.00
TENANT IMPROVEMENTS: See Exhibit "E"
TABLE OF CONTENTS
1. TERM/PREMISES/USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 LEASING CLAUSE AND PREMISES. . . . . . . . . . . . . . . . . . . . . 1
1.2 TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 USE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.1 BASE RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 INITIAL BASE RENT. . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 ADJUSTMENTS IN BASE RENT . . . . . . . . . . . . . . . . . . . . . . 2
2.4 PARTIAL PAYMENT OF RENT. . . . . . . . . . . . . . . . . . . . . . . 2
2.5 ADDITIONAL RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. SERVICES TO BE FURNISHED BY LANDLORD. . . . . . . . . . . . . . . . . . . 3
3.1 GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 ELECTRICITY/HVAC . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.3 LIMITS RE AIR-CONDITIONING . . . . . . . . . . . . . . . . . . . . . 3
3.4 LANDLORD NOT TO BE LIABLE. . . . . . . . . . . . . . . . . . . . . . 3
4. PREPARATION AND ACCEPTANCE OF PREMISES. . . . . . . . . . . . . . . . . . 3
4.1 CONDITION OF PREMISES ON DELIVERY. . . . . . . . . . . . . . . . . . 3
4.2 TENANT IMPROVEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 4
5. QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
REPAIRS AND RE-ENTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.1 TENANT'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . 4
6.2 LANDlORD'S OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . 4
6.3 RE-ENTRY BY LANDLORD . . . . . . . . . . . . . . . . . . . . . . . . 4
7. ALTERATIONS BY TENANT AND TENANT FIXTURES . . . . . . . . . . . . . . . . 5
7.1 TENANT ALTERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 5
7.2 TENANT FIXTURES AND OTHER PROPERTY . . . . . . . . . . . . . . . . . 5
8. ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . . . . . . 5
8.1 PROHIBITION OF ASSIGNMENT AND OTHER TRANSFERS. . . . . . . . . . . . 5
8.2 PROPOSED ASSIGNMENT AND SUBLEASE . . . . . . . . . . . . . . . . . . 5
8.3 TENANT TO REMAIN LIABLE. . . . . . . . . . . . . . . . . . . . . . . 6
8.4 LANDLORD'S ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . 6
USE OF THE PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9.1 LEGAL USE AND VIOLATIONS OF INSURANCE COVERAGE . . . . . . . . . . . 6
9.2 NUISANCE; RULES AND REGULATIONS. . . . . . . . . . . . . . . . . . . 6
10. INDEMNITY/LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
10.1 INDEMNITY BY TENANT. . . . . . . . . . . . . . . . . . . . . . . . . 6
10.2 LANDLORD NOT TO HAVE LIABILITY . . . . . . . . . . . . . . . . . . . 7
10.3 MUTUAL RELEASE AND WAIVER OF SUBROGATION . . . . . . . . . . . . . . 7
10.4 TRANSFER OF OWNERSHIP. . . . . . . . . . . . . . . . . . . . . . . . 7
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10.5 EXPRESS AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 7
11. ACCESS FOR REPAIRS AND INSPECTIONS. . . . . . . . . . . . . . . . . . . . 8
12. FIRE AND OTHER CASUALTY . . . . . . . . . . . . . . . . . . . . . . . . . 8
12.1 MAJOR CASUALTY . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12.2 REPARABLE CASUALTY . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.3 LANDLORD'S ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . 9
13. CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
13.1 CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
13.2 RESTORATION AFTER PARTIAL TAKING . . . . . . . . . . . . . . . . . . 9
14. LIEN FOR RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
15. HOLDOVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
16. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
16.1 LANDLORD'S INSURANCE . . . . . . . . . . . . . . . . . . . . . . . .10
16.2 TENANT'S INSURANCE - LIABILITY . . . . . . . . . . . . . . . . . . .10
16.3 TENANT'S INSURANCE - OTHER . . . . . . . . . . . . . . . . . . . . .10
16.4 EVIDENCE OF INSURANCE. . . . . . . . . . . . . . . . . . . . . . . .11
16.5 NO REPRESENTATION OF ADEQUATE COVERAGE . . . . . . . . . . . . . . .11
17. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
17.1 NON-PAYMENT OF RENT. . . . . . . . . . . . . . . . . . . . . . . . .11
17.2 BREACH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
17.3 INSOLVENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
17.4 ABANDONMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
17.5 REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
17.6 LATE CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
18. OPERATING EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . .12
18.2 OPERATING EXPENSES DEFINED . . . . . . . . . . . . . . . . . . . . .12
18.2 PAYMENT OF OPERATING EXPENSES. . . . . . . . . . . . . . . . . . . .13
18.3 PERSONAL PROPERTY TAXES. . . . . . . . . . . . . . . . . . . . . . .13
19. SECURITY DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
20. UNDERLYING MORTGAGES. . . . . . . . . . . . . . . . . . . . . . . . . . .14
20.1 SUBORDINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .14
20.2 ATTORNMENT TO MORTGAGE . . . . . . . . . . . . . . . . . . . . . . .14
20.3 LANDLORD'S DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . .15
20.4 NON-DISTURBANCE. . . . . . . . . . . . . . . . . . . . . . . . . . .15
20.5 ESTOPPEL CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . .15
21. PARKING PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .15
21.1 UNASSIGNED PARKING . . . . . . . . . . . . . . . . . . . . . . . . .15
21.2 LANDLORD NOT TO BE LIABLE. . . . . . . . . . . . . . . . . . . . . .15
22. HAZARDOUS MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . .15
22.1 LANDLORD'S REPRESENTATION AND INDEMNITY AS TO HAZARDOUS MATERIALS. .15
22.2 FREON. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
22.3 HAZARDOUS MATERIALS DEFINED. . . . . . . . . . . . . . . . . . . . .16
23. RELOCATION; PROJECT NAME. . . . . . . . . . . . . . . . . . . . . . . . .16
23.1 RELOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
23.2 PROJECT NAME . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
24. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
25. BROKER'S OR AGENT'S COMMISSION. . . . . . . . . . . . . . . . . . . . . .17
26. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
26.1 EQUAL EMPLOYMENT OPPORTUNITY . . . . . . . . . . . . . . . . . . . .17
26.2 PLACE OF PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . .18
26.3 SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
26.4 INUREMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
26.5 INTEGRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
26.6 NO WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
26.7 ATTORNEY'S FEES AND ARBITRATION. . . . . . . . . . . . . . . . . . .18
26.8 CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
26.9 AUTHORITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
26.10 SUBMISSION OF LEASE . . . . . . . . . . . . . . . . . . . . . . . .19
26.11 EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
ii
STATE OF CALIFORNIA
COUNTY OF ORANGE
OFFICE LEASE
THIS LEASE ("Lease"), made and entered into by and between SOUTHERN CALIFORNIA
SUNBELT DEVELOPERS, INC. ("SCSD"), and GENESIS INTERMEDIA, INC., A FLORIDA
CORPORATION; AND GENESIS MEDIA GROUP, INC., A FLORIDA CORPORATION ("Tenant"),
and dated, July 24, 1998, for reference purposes only.
1.
TERM/PREMISES/USE
1.1 LEASING CLAUSE AND PREMISES. Pursuant to the terms and conditions of
this Lease, Landlord hereby leases premises to Tenant, and Tenant
hereby rents and accepts premises from Landlord. The "Premises" are
approximately 2,503 rentable square feet on the ground floor of
Building T at THE XXXX XXXXX EXECUTIVE GUILD CENTER, located at 0000
Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx (the "Project"), designated
suite number T-3 and more fully described on a floor plans attached
hereto and marked Exhibit "D". Landlord and Tenant mutually agree and
acknowledge that the square footage calculation is an approximation
subject to subsequent measurement and recalculation by XXXXX XXXXXXXX
ASSOCIATES INTERIOR PLANNING & DESIGN, in accordance with industry
guidelines.
1.2 TERM. The term of this Lease (the "Term") shall be two (2) years
commencing August 1, 1998 and terminating terminate on July 31, 2000,
subject to earlier termination as provided in this Lease. Tenant
shall have one (1) two (2) year option to renew this lease,
conditioned upon providing Landlord with written notice to extend
ninety (90) days prior but not greater than one hundred and eighty
(180) days prior to the termination date of July 31, 2000. The rental
rate for the additional two (2) years shall be as set forth below.
1.3 USE. Tenant shall use the Premises for general business offices uses
and shall not occupy or use, or permit any portion of the Premises to
be occupied or used for any other purpose whatsoever. This Lease
covers no other part of the Project or the ground upon which it is
located, except the nonexclusive rights granted by Landlord to Tenant,
its agents, employees, customers, business invitees and visitors to
use the public corridors, the elevators, stairways and similar common
areas within the Project, and the ground level parking area.
2.
RENT
2.1 BASE RENT. Tenant shall pay Landlord a monthly base rent ("Base
Rent"), without offset or deduction, as set forth in this Section.
Base Rent shall be payable commencing on the Commencement Date. The
first payment, or partial month proration, shall be made, in
1
advance, upon execution of this Lease. The second and subsequent
payments shall be made in monthly installments in advance for the
following month, on the first day of each and every month until the
end of the Term, to the following address:
SCSD EXECUTIVE GUILD J.W.A.
0000 Xxxx Xxxxxxxx Xxx., Xxxxx 000
Xxxx, Xxxxxxxxxx 00000
2.2 INITIAL BASE RENT. Tenant shall pay a Base Rent of $4,880.85 per
month until adjusted pursuant to Section 2.3.
2.3 ADJUSTMENTS IN BASE RENT. Base Rent shall be adjusted according to
the following schedule:
LEASE YEAR BASE RENT/MONTHLY ANNUAL BASE RENT
Months 01-12 $4,880.85 $58,570.20
*Months 13-24 $5,006.00 $60,072.00
SUBJECT TO OPTION:
*Months 25-36 $5,256.30 $63,075.60
*Months 37-48 $5,506.60 $66,079.20
*Following the first anniversary, and each subsequent anniversary of
the commencements date of this lease, Tenant's Base Rent will be
further increased based upon the increase, if any, in the Consumer
Price Index for the Greater Los Angeles, Anaheim, Riverside
(California) areas in an amount not to exceed five (5) Index points
per annum nor less than one (1) Index points per annum.
2.4 PARTIAL PAYMENT OF RENT. Tenant shall make all rental payments in
full. Payment or receipt of a rental payment of less than the amount
stated in the lease shall be deemed to be nothing more than a partial
payment on that month's account. Under no circumstances shall
Landlord's acceptance of a partial payment constitute accord and
satisfaction. Nor will Landlord's acceptance of a partial payment
forfeit Landlord's right to collect the balance due on the account,
despite any endorsement, stipulation, or other statement on any check.
The Landlord may accept any partial payment check with any conditional
endorsement without prejudice to its right to recover the balance
remaining due, or to pursue any other remedy available under this
Lease.
2.5 ADDITIONAL RENT. All other sums of money required under this Lease to
be paid by Tenant to Landlord, other than Base Rent, are designated
"Additional Rent". The term "Rent" in this Lease means Base Rent and
Additional Rent.
2.6 Tenant's pro rata share of Operating Expenses shall be determined as
set forth in Section 18.
2
3.
SERVICES TO BE FURNISHED BY LANDLORD
3.1 GENERAL. Landlord shall furnish or cause to be furnished to the
Premised the following services: (a) electricity for lighting the
Premised and operating ordinary 110-volt portable desk top office
equipment of the type normally used in general business offices,
subject to paragraph 3.2 of this Lease, (b) heat and air-conditioning
as may be reasonably be required for the comfortable use and occupancy
of the Premises during Project Operating Hours, (c) janitor and
cleaning services limited to emptying and removal of general office
refuse, dusting and light vacuuming of floors as needed, Monday
through Friday, and such window washing as may in the reasonable
judgment of Landlord be required, (d) replacement of fluorescent
tubes and light bulbs, (e) domestic water for the operation of
lavatories, drinking fountains and coffee bars and (f) toilet room
supplies.
3.2 ELECTRICITY/HVAC. There will be no additional cost to Tenant for
Tenant's use of electrical service unless and until Tenant's use of
electrical power exceeds electrical allowance of $.12 (twelve cents)
per square foot per month. The electric usage shall be reviewed on a
quarterly basis and any amount in excess of said allowance shall be
billed to Tenant which is immediately due and payable to Landlord as
"additional rent".
3.3 LIMITS RE AIR-CONDITIONING. In the event that Tenant requires
equipment or machines, generating heat substantially in excess of what
is generally considered standard equipment for professional and
clerical office use, which affect the temperature of the Premised
maintained by the air-conditioning system, Landlord reserves the right
to provide supplementary air-conditioning equipment. Prior to
installation of any additional air-conditioning equipment, Landlord
will review with Tenant the cost, installation and maintenance cost of
said equipment and said cost shall be paid by Tenant upon demand.
3.4 LANDLORD NOT TO BE LIABLE. Landlord shall not be liable for failure
to furnish or cause to be furnished any of the foregoing services when
such failure is caused be accidents or conditions beyond the control
of the Landlord, or by necessary repairs, labor disturbances or labor
disputes of any character, whether resulting from or caused by acts of
Landlord or otherwise; provided, however, that in any such events,
Landlord shall make a prompt and diligent effort to cause the
resumption of such services. Landlord shall not be liable under any
circumstances for loss of or injury to property, however occurring,
through or in connection with or incidental to the furnishing of any
of the foregoing, nor shall any failure relieve Tenant from the duty
to pay the full amount of rent herein reserved, or constitute or be
construed as a constructive or other eviction of Tenant.
4.
PREPARATION AND ACCEPTANCE OF PREMISES
4.1 CONDITION OF PREMISES ON DELIVERY. The Premises are rented "as-is",
without any additional services or improvements to be provided by
Landlord unless otherwise specified in Exhibit "E" attached hereto.
Taking possession of the Premises by Tenant shall be conclusive
evidence as against Tenant that the Premises and the Project were in
good and satisfactory condition when possession was taken. All Tenant
Improvements, per Exhibit "E", to be completed by August 1, 1998.
3
4.2 TENANT IMPROVEMENTS. Prior to the commencement of the term of this
Lease, Landlord shall substantially complete the work, if any, as may
be required to be done as specified in attached Exhibit "E" and/or
Lease Summary Page. Landlord's time to complete such work, if any be
specified in attached Exhibit "E" and/or Lease Summary Page, shall be
extended by one day for each day of delay resulting from interference
with or hindrance of such work by Tenant, or any of Tenant's
employees, servants, or agents, for changes in such work requested by
Tenant and agreed to by Landlord and for delays caused by the failure
of Tenant or Tenant's contractor to timely and properly complete any
of Tenant's work in the Premises. Neither such delays or any other
delay shall make this Lease void or voidable or alter or affect any of
the terms hereof and Tenant shall not be entitled to any abatement of
rent therefor; and all claims for damages arising our of any delay are
waived and released by Tenant.
5.
QUIET ENJOYMENT
Tenant, upon keeping, observing and performing all of the covenants
and agreements of this Lease on its part to be kept, observed and
performed, shall lawfully and quietly hold, occupy and enjoy the
Premises during the term of this Lease, subject, however, to the
covenants, agreements, terms, provisions and conditions of this Lease
and to underlying mortgages to which this Lease is subject and
subordinate.
6.
REPAIRS AND RE-ENTRY
6.1 TENANT'S OBLIGATIONS. Tenant will, at Tenant's own cost and expense,
repair or replace any damage done to the Project or any part thereof,
caused by Tenant or Tenant's agents, employees, invitees, or visitors.
If Tenant fails to promptly make such repairs or replacements within
fifteen (15) days of the occurrence of the event causing such damage,
Landlord may, at its option, make such repairs and replacements
itself, and Tenant shall repay the cost thereof to Landlord on demand
as Additional Rent. Tenant shall take good care of the Premises and
the fixtures and improvements therein and shall not commit or allow
any waste or damage to be committed on any portion of the Premises,
and shall, upon termination of this Lease, deliver up the Premises
(except as otherwise herein provided) in substantially the same
condition as accepted by the Tenant on commencement date, reasonable
wear and tear excepted, and shall deliver to Landlord all keys to the
Premises.
6.2 LANDLORD'S OBLIGATIONS. Landlord shall make repairs, restorations and
replacements as and when needed to the Premises which are not the
requirement of the Tenant or other Tenants of the Project.
6.3 RE-ENTRY BY LANDLORD. Upon termination of this Lease, Landlord shall
have the right to re-enter and assume possession of the Premises, and
the cost and expense of any repairs necessary to restore the condition
of the Premises to the condition in which they are to be delivered to
Landlord shall be borne by Tenant.
4
7.
ALTERATIONS BY TENANT AND TENANT FIXTURES
7.1 TENANT ALTERATIONS. Tenant will not make or allow to be made any
alterations, additions or improvements ("Tenant Alterations") in or to
the Premises without the prior written consent of Landlord, which will
not be unreasonably withheld. Tenant shall pay or cause to be paid
all costs for work done by it or caused to be done by it on the
Premises of a character which will or may result in liens on
Landlord's interest therein and Tenant will keep the Premises free and
clear of all mechanic's liens, and other liens on account of work done
for Tenant or persons claiming under it. Tenant shall indemnify and
hold Landlord harmless against any liability, loss, damage, costs or
expenses, including attorneys fees, on account of any claims of any
natures whatsoever relating to Tenant Alterations, including claims of
liens of laborers or materialmen or others for work performed for, or
materials or supplies furnished to Tenant or persons claiming under
Tenant. All Tenant Alterations (whether temporary or permanent in
character) made in or upon the Premises, either by Landlord or Tenant,
shall be Landlord's property on termination of this Lease and shall
remain on the Premises, without compensation to Tenant.
7.2 TENANT FIXTURES AND OTHER PROPERTY. All built-in furniture,
cabinetwork, movable business and trade fixtures and equipment
installed by Tenant shall be removed by Tenant at the termination of
this Lease if Tenant so elects, and shall be so removed if required by
Landlord, or if not so removed, shall, at the option of Landlord,
become the property of Landlord. All such removals and restoration
shall be accomplished in good and workmanlike manner so as not to
damage the Premises or the Project. Any damage to the Premises caused
by installation, alteration or removal of Tenant's fixtures or
equipment shall be repaired at the expense of Tenant.
8.
ASSIGNMENT AND SUBLETTING
8.1 PROHIBITION OF ASSIGNMENT AND OTHER TRANSFERS. Tenant shall not,
except as otherwise provided herein, without the prior written consent
of Landlord: (a) assign, mortgage, pledge, encumber or otherwise
transfer this Lease or any interest under the Lease; or (b) sublease
all or any part of the Premises. The consent of Landlord to any
assignment, other transfer or sublease of this Lease and the term and
estate hereby granted shall not relieve Tenant of the obligation to
obtain such consent to any further assignment or other transfer.
8.2 PROPOSED ASSIGNMENT AND SUBLEASE. If Tenant desires to assign or
sublease this Lease or any part hereof, then at least thirty (30)
days, but not more than one hundred eighty (180) days, prior to the
date, when Tenant desires the assignment or sublease to be effective
(the "Transfer Date"), Tenant shall give Landlord a Notice (the
"Assignment Notice") which shall set forth the name, address and
business of the proposed assignee or sublessee, the Transfer Date,
information (including references) on the credits and financial
condition of the proposed assignee or sublessee and such other
material as Landlord shall reasonably require. Landlord shall within
thirty (30) days following the Assignment Notice notify Tenant in
writing that Landlord elects to (a) either disapprove the proposed
assignee or sublessor; or (b) permit Tenant to assign or sublet such
space to the proposed assignee or sublessee. If Landlord shall fail
to notify Tenant in Writing of such election within thirty
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(30) day period, Landlord shall be deemed to have elected to approve
the proposed assignee or sublessee. If the Rent agreed to by Tenant
and its subtenant and assignee is greater than the rent payable under
this Lease, such excess Rent shall be paid to Landlord at the same
time and in the same manner as the Basic Rent.
8.3 TENANT TO REMAIN LIABLE. Notwithstanding any assignment or
subletting, Tenant and any guarantor of Tenant's obligations under
this Lease shall at all times remain fully responsible and liable for
the payment of all Rent under this Lease and for compliance with all
of Tenant's other obligations under this Lease.
8.4 LANDLORD'S ASSIGNMENT. Landlord may sell, transfer, mortgage,
encumber or assign the Project or this Lease. Within ten (10) days
after request by Landlord, upon such sale, transfer, mortgage,
encumbrances or assignment, by Landlord, Tenant shall execute,
acknowledge and deliver a certificate ("Estoppel Certificate") in
recordable form certifying: the capacity of the person executing such
certificate and that such person is duly authorized to execute it on
behalf of Tenant; the commencement date of this Lease and the date
upon which the Term expires; that this Lease is unmodified and in full
force and effect (or if modified, in full force and effect as
modified); that Landlord is not in default thereunder, that there are
no defenses or offsets thereto know to Tenant (if such be the case);
and the date to which Rent has been paid.
9.
USE OF THE PREMISES
9.1 LEGAL USE AND VIOLATIONS OF INSURANCE COVERAGE. Tenant shall use the
Premises in a careful, safe and proper manner and shall not occupy or
use, or permit any portion of the Premises to be occupied or used, for
any business or purpose which is unlawful or deemed to be disreputable
in any manner, nor shall Tenant permit anything to be done which will
in any way increase the risk of fire, any hazard, loss or rent,
casualty or other loss of value to the Project, and/or its contents,
and in the event that, by reason and acts of Tenant, there shall be
any increase in the rate of any insurance policy on the Project or its
contents, created by Tenant's acts or conduct of business, then Tenant
hereby agrees, upon documentation of such increase by Landlord, to pay
such increases as Additional Rent.
9.2 NUISANCE; RULES AND REGULATIONS. Tenant shall conduct its business in
such manner as not to create any nuisance, or interfere with, or
disturb any other Tenant, or Landlord in its management of the
Project. Tenant shall observe and comply with the Rules and
Regulations set forth in attached Exhibit A and such other and further
reasonable Rules and Regulations which Landlord at any time may make
and communicate to Tenant and apply to Tenants and occupants of the
Project generally and which, in the reasonable judgment of Landlord,
shall be necessary for the operation, maintenance, reputation or
appearance of the Project.
10.
INDEMNITY/LIABILITY
10.1 INDEMNITY BY TENANT. Tenant shall indemnify, defend, protect, and
hold harmless Landlord from and against any and all claims, losses,
proceedings, damages, causes or action, liability,
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costs and expenses (including attorney's fees) arising from or in
connection with, or caused by any act, omission or negligence of
Tenant or any sublessee or Tenant, or their respective contractors,
licensees, invitees, agents, servants or employees, on or about the
Premises or the Project, to the extent permitted by law; and if any
action or proceeding be brought against the Landlord by reason of any
such claim, Tenant upon notice from Landlord shall defend the same at
Tenant's expense by counsel satisfactory to Landlord. Tenant, as a
material part of the consideration to Landlord, hereby assumes all
risk of damage to property or injury to persons in, upon or about the
Premises arising from any cause other than Landlord's gross negligence
or willful misconduct, and Tenant hereby waives all claims in respect
thereof against Landlord. These provisions are in addition to, and
not in lieu of, the insurance required to be provided elsewhere in
this Lease.
10.2 LANDLORD NOT TO HAVE LIABILITY. Tenant hereby assumes all risks and
liabilities of a landowner in the possession, use or operation of the
Premises. Tenant hereby agrees that Landlord shall not be liable for
injury to Tenant's business or any loss of income therefrom or for
damages to the goods, wares, merchandise or other property of Tenant,
Tenant's employees, invitees, customers, contractors, workers, or any
other person in or about the Premises, nor shall Landlord be liable
for injury to the person of Tenant, Tenant's employees, agents or
contractors, where such damage or injury is caused by or results from
fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air-conditioning or lighting fixtures, or from
any other cause, whether the cause of such damage or injury or the
means or repairing the same is inaccessible to Tenant. Landlord shall
not be liable or responsible for any injury, loss or damage to any
property or person occasioned by theft, fire, act of God, public
enemy, injunction, riot, strike, insurrection, war, court order,
requisition, or order of governmental body or authority, or other
matter beyond the control of Landlord. Nothing contained herein shall
be construed as excusing Landlord from liability for its gross
negligence or intentional misconduct.
10.3 MUTUAL RELEASE AND WAIVER OF SUBROGATION. Landlord and Tenant each
hereby waives, and releases the other from any claim or liability for
damage to such party's property occurring during the Term which is
covered by insurance. Each party shall cause the property hazard
insurance carried by it, with respect to the Project, the Premises or
such party's other property located therein, to be endorsed, if
necessary, to prevent any invalidation of such insurance by reason of
the waivers and releases contained in this Section, provided such
endorsement can be obtained at no cost. If additional costs are
involved, the party carrying such insurance shall give the other party
the opportunity to apply for such endorsement.
10.4 TRANSFER OF OWNERSHIP. Upon the sale or transfer or the Project, the
obligations and duties, of the Landlord selling or transferring the
Project under the Lease shall terminate, except as to liabilities that
shall have accrued prior to the transfer or which are the result of
the conduct of that Landlord.
10.5 EXPRESS AGREEMENT. This Lease shall be considered an express
agreement governing any case of damage to or destruction of the
Project or the Premises by fire or other casualty, and any law which
purports to govern the rights of Landlord and Tenant in such a
contingency in the absence of express agreement, and any successor or
other law of like import shall have no application.
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11.
ACCESS FOR REPAIRS AND INSPECTION
Landlord and Landlord's agents shall have the right to enter the
Premises at all reasonable hours and reasonable notice to examine
them, to show them to prospective purchasers, mortgagees or Tenants,
and to make and perform such cleaning, maintenance, repairs,
alterations, improvements or additions as Landlord may deem necessary
or desirable for the safety, improvement, or preservation of the
Premises or of other portions of the Project, without such acts
constituting an eviction of Tenant in whole or in part or entitling
Tenant to any abatement of rent by reason of loss or interruption of
business of Tenant, or otherwise. If Tenant shall not be personally
present to open and permit entry in the Premises, at any time when for
any reason an entry therein shall be necessary or permissible,
Landlord or Landlord's agents may enter the Premises by use of a
master key, or in any emergency may forcibly enter the Premises,
without rendering Landlord or Landlord's agents liable therefor
(provided that during such entry Landlord or Landlord's agents shall
accord reasonable care to Tenant's property), and without in any
manner affecting the obligations and covenants of this Lease.
Landlord shall have the right to erect, built, use and maintain
unexposed pipes, ducts and conduits in and through the Premises.
12.
FIRE AND OTHER CASUALTY
12.1 MAJOR CASUALTY. If the Premises, or the Project, shall be so damaged
by fire or other casualty as to render the Premises untenantable, and
if such damage shall be so great that an architect selected by
Landlord shall certify in writing to Landlord that the Premises, with
the exercise of reasonable diligence, but without the payments of
overtime or other premiums, cannot be made Tenantable within one
hundred twenty (120) days) from the happening of the fire or other
casualty, or if insurance proceeds are not made available to Landlord
for repair or such damages, then, in either event, this Lease may be
terminated by Landlord as of the date of the occurrence of the fire or
other casualty by giving thirty (30) days written notice to Tenant of
such termination. Upon such notice of termination, Tenant shall
surrender to Landlord the Premises and all interest therein under this
Lease, and Landlord may re-enter and take possession of the Premises
and remove Tenant therefrom. Landlord and Tenant shall be free and
discharged from all obligations arising under this Lease after the
date of such termination. If, however, the damages shall be such that
Landlord's architect shall certify that the Premises can be made
Tenantable within the one hundred twenty (120) day period from the
happening of the fire or other casualty and insurance proceeds are
made available to Landlord for repair of such damage or if Landlord
does not terminate this Lease as set forth above, then, except as
hereinafter provided, Landlord shall, with reasonable promptness,
repair the damage so done except that Landlord shall not be required
to repair, replace or restore any items which Tenant is obligated to
repair or replace. Until such repair is substantially completed, the
Base Rent shall be abated in proportion to the part of the Premises
which is unusable by Tenant in the reasonable conduct of its business
or profession. There shall be no abatement of Base Rent by reason of
any portion of the Premises being unusable for a period of fifteen
(15) days or less. If the damage is due to the fault or negligence of
Tenant or Tenant's employees, agents or invitees, there shall be no
abatement of Base Rent.
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12.2 REPARABLE CASUALTY. If the Premises, without the fault or negligence
of Tenant, shall be damaged by fire or other casualty but not so as to
render them untenantable and insurance proceeds are made available to
Landlord, Landlord shall cause the damage to be repaired with
reasonable promptness and there shall be no abatement of Base Rent or
any other amounts due under this Lease. If the fire or other casualty
causing damage to the Premises or other parts of the Project have been
caused by Tenant or Tenants employees, agents or invitees, such damage
shall be repaired by Landlord and the amount paid for such repair
shall be immediately due from Tenant to Landlord with interest at the
Default Rate from the dates of Landlord's payments.
12.3 LANDLORD'S ELECTION. If the Project is so damaged by fire or other
casualty (although the Premises are unaffected by such fire or other
casualty, or if affected, can be repaired within one hundred twenty
(120) days that Landlord shall deem it advisable to reconstruct,
rebuild or raze the Project, then, notwithstanding anything contained
herein to the contrary, this Lease may be terminated by Landlord as of
the date of the occurrence of the fire or other casualty by giving
written notice to Tenant of such termination within thirty (30) days
after the occurrence of the fire or other casualty. Upon such notice
of termination, Tenant shall surrender to Landlord the Premises and
all interest therein under this Lease, and Landlord may re-enter and
take possession of the Premises and remove Tenant therefrom. Landlord
and Tenant shall be free and discharged from all obligations arising
hereunder after the date of such termination.
13.
CONDEMNATION
13.1 CONDEMNATION. Upon any taking under the power of eminent domain, or
sale under threat of the exercise of said power ("Condemnation") of
the whole or a substantial part of the Project, the Premises or the
parking area that shall substantially interfere with Tenant's use and
occupancy of the balance thereof, this Lease shall, at the election of
either Tenant or Landlord exercised by either party giving written
notice to the other of such termination, terminate as of the date the
condemning authority takes title or possession, whichever first
occurs. No award from the condemning authority shall be apportioned,
and Tenant hereby assigns to Landlord and award which may be made,
together with any and all rights of Tenant nor or hereafter arising in
or to such award or any part thereof; provided, however, that Tenant
may receive any award for Tenant's property and fixtures removable by
Tenant at the expiration of the Term under the terms of this Lease, or
for the interruption of, or damage to Tenant's business or for
relocation expenses recoverable against the condemning authority.
13.2 RESTORATION AFTER PARTIAL TAKING. If there is a Condemnation which
does not result in a termination of this lease, Landlord shall, to the
extent of any funds received from the condemning authority for repair
or restoration, restore the Project or Premises substantially to their
condition prior to such partial Condemnation and Rent shall be abated
in the proportion which the square footage of the part of the Premises
so made unusable bears to the amount of useable square footage
immediately prior to the Condemnation. No temporary taking of a part
of the Premises or of the Project shall give Tenant any right to
terminate this Lease or to any abatement of Rent.
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14.
LIEN FOR RENT
In consideration of the mutual benefits arising under this contract,
Tenant grants a security interest to Landlord in all property of
Tenant now or hereafter placed in or upon the Premises and such
property is hereby subjected to a lien in favor of Landlord and shall
be and remain subject to such lien or Landlord for payment of all
rents and other sums agreed to be paid by Tenant herein. Such liens
shall be in addition to the cumulative of the Landlord's liens
provided by law. Promptly upon request by Landlord, Tenant shall
execute any UCC-1 Financing Statement evidencing and perfecting said
lien.
15.
HOLDOVER
If Tenant or any person claiming through or under Tenant is in
possession of any part of the Premises after the expiration of the
term, with or without the express or implied consent of Landlord, such
tenancy shall be from month-to-month only, and not a renewal of this
Lease or an extension for any further term, and such month-to-month
tenancy shall be subject to each and every term, covenant and
agreement contained herein, except that Base Rent shall be increased
to one hundred fifty percent (150%) of the amount of Base Rent payable
by Tenant during the last month of the Term. Nothing in this Section
shall be construed as a consent by Landlord to any continued
possession by Tenant and Landlord expressly reserves the right to
require Tenant to surrender possession of the Premises upon the
expiration of the Term or upon the earlier termination hereof and to
assert any remedy in law or equity to evict Tenant and/or collect
damages in connection with such continued possession.
16.
INSURANCE
16.1 LANDLORD'S INSURANCE. Landlord shall at all time during the term of
the lease, as an operating cost, procure and maintain in force and
effect a Broad Form policy or policies or insurance covering the
Project. At Landlord's option, Landlord may procure endorsements
thereon for flood, earthquake, tornado, theft and collapse, or such
other coverage as Landlord deems appropriate. Landlord may also
obtain a Comprehensive Package policy of liability insurance
(including contractual liability), employer's liability insurance,
excess liability insurance and such other insurance as Landlord deems
necessary or appropriate. Any insurance carried by Landlord may be
under a blanket policy (or policies) covering other properties of
Landlord and/or its related or affiliated entities.
16.2 TENANT'S INSURANCE - LIABILITY. Tenant shall keep in force with
respect to the Premises and Tenant's business and other activities
therein Commercial Package liability insurance, including contractual
and personal injury liability, payable on an occurrence basis, with a
minimum combined limit of $1,000,000, naming Landlord and Landlord's
manager for the Project as additional insureds.
16.3 TENANT'S INSURANCE - OTHER. Tenant shall carry and maintain a Broad
Form policy of insurance covering all of Tenant's property and all
alterations, additions or improvements
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permitted under this Lease, from time to time in, on or upon the
Premises in an amount not less than ninety percent (90%) of their full
replacement cost from time to time during the term of this Lease,
providing coverage for sprinkler damage, vandalism and malicious
mischief. Such insurance shall name Landlord and Landlord's manager
for the Project as additional insureds.
16.4 EVIDENCE OF INSURANCE. Tenant shall deliver to Landlord policies or
duly executed certificates of insurance. Renewals shall be delivered
to Landlord at least ten (10) days prior to the expiration of the
respective policy terms.
16.5 NO REPRESENTATION OF ADEQUATE COVERAGE. Landlord makes no
representation that the limits or forms or coverage of insurance
specified in this Paragraph 16 are adequate to cover Tenant's property
or obligations under this Lease.
17.
DEFAULT
The occurrence of any one or more of the events set forth in Sections
17.1, 17.2 and 17.3 shall constitute a material default and breach of
this Lease by Tenant.
17.1 NON-PAYMENT OF RENT. The failure of Tenant to make any payment of
Rent as and when due, where such failure shall continue for a period
of three (3) days after notice from Landlord that said payment is
delinquent.
17.2 BREACH. The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of the Lease to be observed or
performed by Tenant, other than the failure to pay Rent where such
failure shall continue for a period of ten (10) days after written
notice thereof from Landlord to Tenant.
17.3 INSOLVENCY. (a) The making by Tenant of any general arrangement or
assignment for the benefit of creditors; (b) Tenant becomes a
"debtor" as defined in 11 U.S.C. Section 101 or any successor statute
thereto (unless, in the case of a petition filed against Tenant, the
petition is dismissed within thirty (30) days; (c) the appointment of
a trustee or receiver to take possession of substantially all of
Tenant's assets located at the Premises or of Tenant interest in this
Lease, where possession is not restored to Tenant within fifteen (15)
days; or (d) the attachment, execution or other judicial seizure of
substantially all of Tenant' assets located at the Premises or of
Tenant's interest in this Lease, where such seizure is not discharged
within fifteen (15) days.
17.4 ABANDONMENT. The abandonment or vacation of the Premises by Tenant.
17.5 REMEDIES. Upon default by Tenant, Landlord shall have the right, but
not the obligation, to re-enter and take the Premises and resume
possession thereof and thereafter to relet same for the remainder of
the period of the Term specified in this Lease; and if the Rent
received through such reletting is not at least equal to the Rent
provided for in this Lease, Tenant shall pay and satisfy any
deficiencies between the amount of the Rent called for and that
received through reletting, and all expenses incurred as a result of
such reletting including, but not limited to the cost of renovating,
altering, and decorating for a new occupant.
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Nothing herein shall be construed as in any way denying Landlord the
right, in case of any default by Tenant to treat the default as an
entire breach of the Lease and at Landlord's option immediately sure
for any and all damages occasioned by Landlord thereby. Should
Landlord terminate this Lease and thereafter seek relief pursuant to
Section 1951.2 of the California Civil Code, interest shall be allowed
upon unpaid rent, and/or late penalties, etc., for the purposes of
Section 1941.2(b), at ten percent (10%) per annum. Any proof by
Tenant under subparagraphs (2) or (3) of subdivision (a) of Section
1951.2 of the California Civil Code, as the amount of rental loss that
could be reasonably avoided, shall be made in the following manner:
Landlord and Tenant shall each select a licensed real estate broker in
the business of renting property of the same use as the Premises and
in the same geographic vicinity, and such two real estate brokers
shall select a third licensed real estate broker and the three
licensed real estate brokers so selected shall determine the amount of
the rental loss that could be reasonably avoided for the balance of
the term of this Lease after the time of award. The decision of the
majority of said licensed real estate brokers shall be final and
binding upon the parties hereto. Until Landlord elects to terminate
this lease, Landlord shall have the remedy provided for in Section
1951.4 of the California Civil Code.
17.6 LATE CHARGES. Tenant acknowledges that late payment by Tenant to
Landlord of Base Rent, operational expenses or other monies that come
due from time to time will cause Landlord to incur costs not
contemplated by this lease. The exact amount of said costs will be
difficult to ascertain. Such costs would include processing and
accounting charges, late charges which may be imposed on Landlords by
the terms of any mortgage or ground lease covering this Project.
Accordingly, if any installment of Base Rent, Additional Rent or
operating expenses due from Tenant shall not be received by Landlord
or his designee within ten (10) days after such amount shall be due,
then without further notice or demand Tenant shall pay to Landlord a
late charge of Ten Percent (10%) of such overdue amount. Both parties
agree that such late charge represents a fair and reasonable estimate
of the costs that Landlord will incur by reason of the late payment by
Tenant. Acceptance of a late charge by Landlord shall in no event
constitute a waiver of Tenant's default with respect to such overdue
amount, nor prevent Landlord from exercising any other rights and
remedies he may have under this Lease.
18.
OPERATING EXPENSES
18.1 OPERATING EXPENSES DEFINED. "Operating Expenses", as used in
this Lease, means all amounts paid or accrued by Landlord per calendar
year for the operation and maintenance of the Project or the land on
which it is situated, and the equipment, fixtures and facilities used
in connection therewith, including the parking area. Operating
Expenses includes, but it not limited to the cost of utilities,
building supplies, janitorial and window cleaning services, normal
maintenance and repair of the Project and the common areas (including
elevators, if any, and the periodic refurbishing of the common areas),
heating and air-conditioning, waste disposal, lighting, maintenance of
fire protection and security systems, planting and landscaping,
landscape maintenance, taxes (defined below), insurance premiums
(including boiler and machinery, fire and extended coverage,
earthquake, flood, rental and public liability insurance), and all
labor, supplies, materials, tools, professional fees, management fees,
wages, salaries and payroll burden of the Project Manager, clerical
maintenance and other employees directly associated with the operation
of the Project,
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(including Project office rent or rental value, office supplies and
materials, and all other items constituting operating and maintenance
costs in connection with the Project and land according to generally
accepted accounting principles). Operating Expenses shall not include
the following: (a) depreciation of the Project, (b) leasing
commissions, (c) repairs and restorations paid for by the proceeds of
any insurance policy or (d) construction of improvements of a capital
nature, except for the cost, or a portion thereof properly allocable
to the Project, of any capital improvements made to the Project
specifically to reduce Operating Expenses, or required to be made to
the Project specifically to reduce Operating Expenses, or required to
be made to the Project under any governmental law or regulation not
applicable to the Project at the time it was constructed. Such cost
shall be amortized over such reasonable period of time as Landlord
shall determine, (e) ground rent, (f) debt service, (g) income and
franchise taxes other than that portion, if any, of income and
franchise taxes which may hereinafter be assessed and paid in lieu of
or as a substitute in whole or in part for Taxes.
18.2 PAYMENT OF OPERATING EXPENSES. It is mutually agreed that the
calculation of the actual annual increase in the operating expenses,
for each individual unit of the Xxxx Xxxxx Executive Guild complex, is
difficult, costly, and time consuming. Therefore, whenever the base
monthly rent provided for herein is to be increased in response to
changes in the Consumer Price Index, the Landlord shall hare the
unilateral option to observe the following provisions. The
adjustment, if any, shall be calculated upon the basis of the Untied
States Department of Labor Statistics, upon the basis Consumer Price
Index for SUBGROUP ALL ITEMS - ALL URBAN CONSUMERS, Los Angeles -
Anaheim - Riverside, 1982/1984 = 100 (Index). The index, published as
of ninety (90) days prior to the commencement date of the Lease shall
be considered the "Base." The amounts to be adjusted shall be
increased by the percentage increase, if any, in the Index, as of
ninety (90) days prior to the adjustment date, over the "Base."
Additional adjustments will be made in the same manner, at the end of
each ensuing twelve (12) month period, including option periods, of
the full lease term. The annual adjustment in the C.P.I. shall be
cumulative and will be added to each adjusted amount on an annual
basis. Said increase shall not exceed four percent (4%) per annum nor
be less than one percent (1%) per annum. For each subsequent
anniversary date of the Lease, Tenant's share of the annual increase
in operating expenses shall be calculated in like manner.
For example: Lease commencement date is August 1, 1998 and the
increase in the C.P.I. published on May 1, 1999 is two percent (2%)
greater than the previous year, and the current monthly base lease
payment is $5,006.00, the monthly operating expense increase is
determined as follows:
$5,006.00 x .02 x 0.50 (50%) = $50.06 increase per month. Such
monthly increase shall commence with the thirteenth (13) month (i.e.,
August 1, 1999) of this Lease.
18.3 PERSONAL PROPERTY TAXES. Tenants shall be liable for and shall pay
before delinquency all taxes, and penalties and interest thereon, if
any, levied against Tenant's furniture, trade fixtures and equipment,
and any other personal property of Tenant situated or installed in and
upon the Premises. For the purposes of determining the amount of such
taxes, figures supplied by the county assessor's office or other
taxing authority as to the amount thereof shall be conclusive.
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19.
SECURITY DEPOSIT
Concurrently with the execution of this Lease, Tenant shall deliver to
Landlord in good funds, the sum of $6,000.00 to be held by Landlord as
security for the full and faithful performance of every provision of
this Lease (the "Security Deposit"). If Tenant defaults with respect
to any provision of this Lease, including but not limited to the
provisions relating to the payment of Rent, Landlord may use, apply or
retain all or any part of the Security Deposit for the payment of any
Rent or for the payment of any other amount which Landlord may spend
or become obligated to spend by reason of Tenant's default or to
compensate Landlord for any other loss, cost or damage which Landlord
may suffer by reason of Tenant's default. If any portion of the
Security Deposit is so used or applied, Tenant shall, within five (5)
days after written demand therefore deposit cash with Landlord in an
amount sufficient to restore the Secured Deposit to the amount first
deposited, and Tenant's failure to do so shall be a material breach of
this Lease. Should Tenant faithfully perform all of the terms,
covenants and conditions of this Lease and be in possession of the
Premises at the end of the Term, the amount of the Security Deposit
shall be repaid by Landlord to Tenant at the end of the Term.
20.
UNDERLYING MORTGAGES
20.1 SUBORDINATION. This Lease and the term and estate hereby granted are
and shall be subject to subordinate to the lien of each mortgage which
may now or at any time hereafter affect Landlord's interest in the
Project, (an "underlying Mortgage") at the option of the Landlord or
Landlord's Mortgagee, regardless of the interest rate, the terms of
repayment, the use of the proceeds or any other provision of any such
mortgage. Each holder of each Underlying Mortgage shall have the
right, exercisable at such holders' sole option at any time, to cause
any of the Underlying Mortgages which such holder owns to be and
become subordinate and inferior to the lien and charge of this Lease
by delivering Notice of such exercise to Tenant. Tenant shall from
time to time execute and deliver such instruments as Landlord or the
holder of any Underlying Mortgage, may reasonably request to confirm
the status of this Lease as provided in this Section 20.
20.2 ATTORNMENT TO MORTGAGEE. Tenant confirms that if by reason of a
default under any Underlying Mortgage the holder of such Underlying
Mortgage or its successors or assignee in interest becomes the
Landlord hereunder, Tenant shall attorn to, and shall recognize such
holder as Tenant's Landlord under this Lease. Tenant shall execute
and deliver, at any time and form time to time, upon request of
Landlord or of the holder of any Underlying Mortgage, an instrument
which may be reasonably necessary or appropriate to evidence such
attornment. Tenant waives the provision of any statute or rule of law
now or hereafter in effect which may give or purpose to give Tenant
any right or election to terminate this Lease or to surrender
possession of the premises in the event any proceeding is brought by
the holder of the Underlying Mortgage to acquire Landlord's interest
hereunder.
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20.3 LANDLORD'S DEFAULT. In the event of any act or omission by Landlord
which pursuant to this Lease or by law would give Tenant the right to
terminate this Lease, Tenant shall not exercise such right unless or
until (a) it has given written Notice of such act or omission to the
holder of each Underlying Mortgage who has previously given Tenant
written Notice of the existence of such Underlying Mortgage and (b) a
reasonable period of time for remedying such act or omission shall
have elapsed following the giving of such Notice.
20.4 NON-DISTURBANCE. Notwithstanding anything contained in this Section,
as a condition to the attornment of subordination obligation set forth
in this section, this Lease and the leasehold estate hereby created
shall not be extinguished or terminated or the possession or the right
of Tenant (including the rights with respect o enjoyment and removal
of tenant's property) be disturbed so long as this Lease shall be in
force and no material default by Tenant exists and the Underlying
Mortgagee shall enter into a non-disturbance and attornment agreement
at the request of Tenant in form and substance reasonably acceptable
to Tenant, Landlord and such Underlying Mortgagee.
20.5 ESTOPPEL CERTIFICATE. Tenant shall promptly upon request of Landlord,
deliver to Landlord for the holder of the Underlying Mortgage an
Estoppel Certificate.
21.
PARKING PROVISIONS
21.1 UNASSIGNED PARKING. Tenants at the XXXX XXXXX EXECUTIVE GUILD have
the right to the use of four (4) parking spaces per 1,000 sq. ft. of
rentable space. Tenant shall have the right to use nineteen (19)
unassigned automobile parking spaces located on the uncovered surface
parking area for which there shall be no monthly charge.
21.2 LANDLORD NOT TO BE LIABLE. Tenant, its agents, employees, customers,
business invitees, and all persons using the drives and parking areas
do so at their own risk and Landlord shall not be responsible for, or
in any way have any obligation or liability for, any damage, loss,
theft, or injury to any vehicle or other equipment, any contents
thereof or any other personal property or for the death or injury to
any person while located in or entering or exiting any portion of the
drives and parking area. Landlord shall have the right at any time to
change the arrangement or location of the assigned or unassigned
spaces without incurring any liability to Tenant or entitling Tenant
to any abatement of any parking fee.
22.
HAZARDOUS MATERIALS
22.1 LANDLORD'S REPRESENTATION AND INDEMNITY AS TO HAZARDOUS MATERIALS.
Landlord represents and warrants that no Hazardous Materials are
present on or affect the Premises or the Project, and Landlord agrees
to indemnify and hold Tenant harmless for costs of any monitoring,
testing, removal cleanup or compliance with the laws of any federal,
state or local government having jurisdiction over Hazardous Materials
which Tenant may cause or permit to be present, discharged, stored or
disposed on the Premises during the Term.
15
22.2 FREON. Tenant shall not install any freon-containing systems or
equipment, including, but not limited to, refrigerators, freezers,
supplemental HVAC systems or self-contained air conditioners.
22.3 HAZARDOUS MATERIALS DEFINED. "Hazardous Materials", for purposes of
this Section 22, means any substance defined as "hazardous
substances", "hazardous materials", "hazardous waste", "toxic
substances", or related terms by the California Health and Safety
Code, or applicable Federal law from time to time.
23.
RELOCATION; PROJECT NAME
23.1 RELOCATION. Landlord shall have the right, at any time upon giving
Tenant thirty (30) days' notice in writing, to substitute for the
Premises substantially similar space in the Project. Substantially
similar space shall mean space that is approximately the same size,
and has substantially the same facilities. Landlord will, as
Landlord's sole cost and expense (including the cost of relocating
telephone service and the reasonable cost of new stationary, should
the Tenant be relocated to another building or floor), move Tenant to
such substituted space. *The parties hereto agree, that in such
event, this Lease shall remain in full force and effect and be deemed
applicable to such space designated by Landlord and such held space
shall thereafter be the Premises. Should Tenant refuse to permit
Landlord to Move Tenant to such new space at the end of the thirty
(30) day period, Landlord shall have the right to terminate this Lease
effective sixty (60) days from the date of the original notice from
Landlord. Once Landlord gives Tenant the 30-day notice of intent to
relocate, Tenant may terminate the lease by given written notice to
the Landlord effective either at the end of the 30-day or 60-day
period after the date of the notice of intent to relocate.
23.2 PROJECT NAME. Landlord shall have the right to name the Project and
to change the name or designation by which the Project is commonly
known at any time. Tenant shall not use the name of the Project for
any purpose other than as the address of the business conducted by
Tenant in the Premises. Landlord shall provide a building directory
in the conspicuous place in the Project. Landlord shall also provide
one suite identification sign adjacent to the main entry door of the
Premises in Landlord's standard size and form. Tenant shall pay
Landlord'' reasonable charges for the initial installation of the
suite identification sign and for any subsequent changes to the
directory listing and identification sign at Tenant's request.
24.
NOTICES
Any notice, demand or request provided for or permitted to be given pursuant to
this Lease must be in writing and shall be properly given and effective when
personally served, when sent by prepaid Western Union telegrams or air courier
or when deposited in an official depository under the regular care and custody
of the Untied States Mail, addressed as specified below, sent by registered or
certified mail, return receipt requested, with postage prepaid. The time period
in which a response of any such mailed Notice must be given, however, shall
commence to run from the date of receipt on the return receipt by the Notice by
the addressee thereof. Rejection or other refusal to accept or
16
the inability to deliver because of changes in address of which no notice was
given shall be deemed to be receipt of the notice. Notices shall be addressed
as follows:
To Landlord: Southern California Sunbelt
Developers, Inc. - JWA
0000 Xxxx Xxxxxxxx Xxx., Xxxxx 000
Xxxx, Xxxxxxxxxx 00000
With a copy to the leasing agent on the Premises:
Leasing Office
Xxxx Xxxxx Executive Guild
0000 Xxxxxx Xxxxxx, Xxxxx X-000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Property Manager
Notice of change of address shall be given in the same manner as prescribed
herein for other Notices.
25.
BROKER'S OR AGENT'S COMMISSION
There are no claims for brokerage commission or finder's fees in connection
with the execution of this Lease, except as listed below, and Tenant agrees to
indemnify Landlord and hold Landlord harmless against all liabilities and costs
arising from such claims, including without limitation attorneys' fees in
connection therewith.
BROKER/AGENT: Xxxxxxxx Cove Realty, Inc.
The parties hereby acknowledge that XXXXXXXX COVE REALTY, INC., a
California corporation ("HCR"), XXX X. XXXX, a California licensed real
estate broker, has a valid listing agreement for the subject property at
the XXXX XXXXX EXECUTIVE GUILD, and in the event a lease is consummated,
Landlord will pay commissions to HCR.
If there is more than one Tenant, the obligations hereunder imposed upon Tenant
shall be joint and several.
26.
GENERAL
26.1 EQUAL EMPLOYMENT OPPORTUNITY. The provisions of Executive Order 11246
(as amended) of the President of the United States on Equal employment
opportunities and the rules and regulations issued pursuant thereto
are incorporated in this lease, and Landlord represents that it will
comply with those provisions unless exempted.
17
26.2 PLACE OF PERFORMANCE - GOVERNING LAW. Tenant shall perform all
covenants, conditions and agreements contained herein, including, but
not limited to payment of Rent, in Orange County, California. Any
suite arising from or relating to this Lease shall be brought in
Orange County, California. This Lease shall be governed by and
construed in accordance with the laws of the State of California.
26.3 SEVERABILITY. If any clause or provision of this Lease is illegal,
invalid or unenforceable under present or future laws effective during
the Term, then, and in that event, the parties intend that the
remainder of this Lease shall not be affected thereby, and the parties
also intend that in lieu of each clause or provision of this Lease
that is illegal, invalid or unenforceable, there is added as a part of
this Lease a clause or provision as similar in terms to such illegal,
invalid, or unenforceable clause or provision as may be possible and
be legal, valid and enforceable.
26.4 INUREMENT. Subject to the provision of this Lease governing
assignments and transfers by Landlord and Tenant, respectively, the
terms, provisions, covenants and conditions contained in this Lease
shall apply to, inure to the benefit of, and be binding upon the
parties thereto, and upon their respective successors in interest and
legal representatives.
26.5 INTEGRATION. This Lease and the Exhibits thereto constitute the
entire understanding between Landlord and Tenant. All previous
conversations, memorandums, and writings pertaining to leasing of the
Premises not incorporated or referenced in this Lease are suspended
hereby. Any modifications hereto must be made by a separate written
instrument. No officer, employee or representative of Landlord, of
Landlord's Manager or of Tenant has the authority to make any
representation or promise not already contained herein or made
pursuant to the within provisions, and Landlord and Tenant expressly
agree that by executing this Agreement, and any other document
required herein or caused to be executed hereby that it is not doing
so in reliance upon any representation or promise which is not set
forth herein.
26.6 NO WAIVER. No delay or failure of Landlord in exercising any right,
privilege or remedy hereunder or any single or partial exercise of any
right, power or privilege shall preclude other or future exercise
thereof or the exercise of any other right, power or privilege. Any
waiver, permission or consent of any kind by Landlord must be in
writing and shall be effective only to the extent provided herein.
26.7 ATTORNEYS' FEES AND ARBITRATION. If any litigation, arbitration or
other legal proceeding is commenced between any of the parties or
their personal representatives concerning any provision of this lease,
or the rights and duties of any party in relation thereto, the
prevailing party in such litigation or arbitration shall be entitled,
in addition to such other relief as may granted, to recover their
costs and reasonable attorneys' fees, expenses and costs of enforcing
such judgment and this post-judgment right to attorney's fees is
intended to be severable from the other provisions of this Agreement,
to survive any judgment contained hereunder, and it is not deemed
merged into the judgment. As used herein, "reasonable attorneys'
fees", "expenses", and "costs" shall mean the full and actual costs
incurred by the attorney performing such services.
18
26.8 CAPTIONS. Captions used in this Lease are for ease of reference only
and do not define or limit provisions.
26.9 AUTHORITY. If Tenant is a corporation, partnership, trust,
association or other entity, Tenant and each person executing this
Lease on behalf of Tenant hereby covenants and warrants that (a)
Tenant is duly incorporated or otherwise established or formed and
validly existing under the laws of its state of incorporation,
establishment or formation, (b) Tenant is duly qualified to do
business in California, (c) Tenant has full corporate, partnership,
trust, association or other appropriate power and authority to enter
into this Lease and to perform all Tenant's obligations hereunder, and
(d) each Person (and all the person if more than one signs) signing
this Lease on behalf of Tenant is duly and validly authorized to do
so.
26.10 SUBMISSION OF LEASE. The submission of this Lease to Tenant for
examination or execution does not constitute a reservation of or
option on the Premises or an agreement to lease the Premises or any
other space. This Lease shall become effective as a lease and
Landlord shall become obligated to rent space to Tenant only upon the
execution and delivery of this Lease by Landlord and Tenant.
26.11 EXHIBITS. The following Exhibits are part of this Lease.
A Project Rules and Regulations
-------
B Condominium/Sublease Rider
-------
C Site Plan of Project
-------
D Floor Plan of Premises
-------
E Tenant Improvements
-------
19
Landlord:
SOUTHERN CALIFORNIA SUNBELT DEVELOPERS,
INC., JWA
By: /S/ Xxx X. Xxxx Date: July 28, 1998
---------------------------------- ---------------------------
Xxx X. Xxxx, President
Tenant:
GENESIS INTERMEDIA, INC.,
a Florida corporation
By: /S/Xxx Xxxxxxx Date: July 24, 1998
---------------------------------- ---------------------------
Xxx Xxxxxxx, President
By: /S/Ramy El-Batrawi Date: August 13, 1998
---------------------------------- ---------------------------
Ramy El-Batrawi, Secretary
GENESIS MEDIA GROUP, INC.,
a Florida corporation
By: /S/Xxxxxxx X. Xxxxxxxx Date: July 24, 1998
---------------------------------- ---------------------------
Xxxxxxx X. Xxxxxxxx, CFO
By: /S/Ramy El-Batrawi Date: August 13, 1998
---------------------------------- ---------------------------
Ramy El-Batrawi, President and CEO
20
EXHIBIT "A"
PROJECT RULES AND REGULATIONS
EXHIBIT to that Lease dated July 24, 0000 xxxxxxx XXXXXXXX XXXXXXXXXX SUNBELT
DEVELOPERS, INC. ("Landlord"), and GENESIS INTERMEDIA, INC., a Florida
corporation; and GENESIS MEDIA GROUP, INC., a Florida corporation ("Tenant") for
the premises at 0000 Xxxxxx Xxxxxx, Xxxxx X-0, Xxxxx Xxxx, Xxxxxxxxxx 00000,
consisting of approximately 2,503 rentable square feet.
1) Tenant will refer all contractors, contractors' representatives and
installation technicians rendering any service for Tenant to Landlord
for Landlord's supervision and/or approval before performance of any
such contractual services. This shall apply to all work performed in
the Project, including but not limited to installation of telephones,
telegraph equipment, electrical devices and attachments, and
installations of any and every nature affecting floors, walls, woodwork,
trim, windows, ceilings, equipment, or any other physical portion of the
Project. No such work shall be done by Tenant without Landlord's
written approval first had and obtained.
2) The work of the janitor or cleaning personnel shall not be hindered by
Tenant after 5:30 p.m., and such work may be done at any time when the
offices are vacant. The windows, doors, and fixtures may be cleaned at
any time. Tenant shall provide adequate waste and rubbish receptacles ,
cabinets, book cases, map cases, etc., necessary to prevent unreasonable
hardship to Landlord in discharging its obligations regarding cleaning
service.
3) Movement in or out of the Project of furniture or office equipment, or
dispatch or receipt by Tenant of any merchandise or materials which
requires the use of elevators or stairways, or movements through the
Project entrances or lobby shall be restricted to the hours designated
by Landlord from time to time. All such movement shall be directed by
Landlord and in a manner to be agreed upon between Tenant and Landlord
by prearrangement before performance. Such prearrangement initiated by
Tenant shall include determination by Landlord and be subject to is
decision and control of the time, method, and routing of movement.
Limitations are imposed by safety or other concerns which may prohibit
any articles, equipment or any other item from being brought into the
Project. Tenant expressly assumes all risk of loss or damage to any and
all articles so moved, as well as injury to any person or persons or the
public engaged or not engaged in such movement, including, without
limitations, equipment, property, and personnel of Landlord if damaged
or injured as a result of any acts done or undertaken in connection with
carrying out this service for Tenant from the time of entering property
to completion of the work; and Landlord shall not be liable for the act
or acts of any person or persons so engaged in, or any damage or loss to
any property of persons resulting directly or indirectly from any act
done or undertaken in connection with such service performed by or for
Tenant.
4) No sign or signs will be allowed in any form on the exterior of the
Project or on any window or windows inside or outside of the Project and
so sign or signs, except in uniform location and uniform style fixed by
Landlord, will be permitted in the public corridors or on corridor doors
or entrances of Tenant's space. All "special" or large signs will be
contracted for by Landlord for Tenant at the rate fixed by Landlord from
time to time, and Tenant will be
21
billed and pay for such service accordingly. Written consent from
Landlord is an absolute prerequisite for any such sign or signs Tenant
may be so permitted to use.
5) Tenant shall not operate a wholesale or retail establishment such as
food, drink, clothing, etc., without the written consent of Landlord
first had and obtained.
6) Tenant shall not place, install or operate on the Premises or in any
part of the Project, any engine or machinery, or conduct mechanical
operations, or place or use in or about the Premises any explosives,
gasoline, kerosene, oil, acids, caustics, or any other flammable,
explosive or hazardous material without the written consent of Landlord
first had and obtained.
7) Landlord will not be responsible for any lost or stolen personal
property, equipment, money or jewelry from Tenant's area public rooms
regardless of whether such loss occurs when the area is locked against
entry or not.
8) No birds, animals, or bicycles shall be brought into or kept in or about
the Project.
9) Landlord may permit entrance to Tenant's offices by use of pass keys
controlled by Landlord or employees, contractors, or service personnel
supervised or employed by Landlord.
10) None of the entries, passages, doors, elevators, elevators doors,
hallways or stairways shall be blocked, or obstructed , nor shall any
rubbish, litter, trash or materials of any nature be placed, emptied or
thrown into these areas, nor shall such areas be used at any time except
for access or egress by Tenant, Tenant's agents, employees or invitees.
11) Any plant brought into the Project shall be subject to inspection by
Landlord's maintenance personnel. Any plants found to be carrying
disease or pests shall be removed from the Project immediately upon
request by the Landlord.
12) No Tenant shall at any time occupy any part of the Project as sleeping
or lodging quarters.
13) The water closets and other water fixtures shall not be used for any
purpose other than those for which they were constructed. No person
shall waste water by interfering with the faucets or otherwise.
14) No person shall disturb the occupants of the Project by the use of any
musical instruments, the making of raucous noises, or other unreasonable
use.
15) Nothing shall be thrown out of the windows of the Project, or down the
stairways or other passages.
16) Tenant shall not store any materials, equipment, products, etc., outside
the premises as shown on the plats attached hereto.
17) Tenant shall comply with all local and federal codes and ordinances. In
the event of fire or code problems, Tenant shall comply with said
requirements.
22
18) Tenant and its agents, employees and invitees shall observe and comply
with the driving and parking signs and markers on the Project grounds
and surrounding areas.
19) Directories will be placed by the Landlord at Landlord's expense, in the
Project and no other directors shall be permitted.
20) No signs, draperies, shutters, window coverings, decorations, hangings
or obstructions of any type shall be placed on any skylights or any
doors or windows which are visible from outside the premises without
prior written consent of the Landlord.
21) "Project Operating Hours" shall be from 7:00 a.m. to 5:30 p.m. Monday
through Friday, and 8:00 a.m. to 12:00 p.m. on Saturday, but not on
Sundays, New Year's Day, Memorial Day, July 4th, Labor Day,
Thanksgiving, Christmas or other legal holidays. Landlord reserves the
right to restrict entry to the Project by unidentified persons during
the hours 5:30 p.m. to 7:00 a.m., all hours Saturdays after 12:00 p.m.,
and all hours Sundays and legal holidays.
22) The roof is a restricted and unsafe area of unauthorized persons. Only
those specifically authorized by Project management may enter the roof
area.
23) Only those with specific authority from Project management may enter the
elevator, electrical, machine and janitor rooms.
24) Tenant will be furnished, free of charge, two keys to each of the
following: (a) All doors locks to each Tenant premises. Extra keys may
be furnished at a reasonable charge. Tenant may not (a) copy entrance
keys; (b) After lock or install additional locks in any door, unless
agreed to in writing by Project management. In such a case, work and
materials will be at Tenant's expense and Landlord will be furnished a
key to the lock. All keys furnished Tenants will be returned to
Landlord upon termination of the Lease.
25) Only trucks or similar material handling equipment with soft rubber
wheels and side guards will be allowed in the Project. No other vehicle
of any kind will be brought in by the Tenants or kept in its premises.
26) Cooking by any method other than a microwave is prohibited. Brewing
coffee, tea, hot chocolate and similar beverages is provided: (a)
Underwriter's laboratory approved equipment are used for brewing
beverages; (b) Applicable Federal, State and City laws, codes,
ordinances, rules and regulations are followed.
27) Only telephone company technicians authorized by Project management may
enter and work in any telephone room. Tenants who hire a telephone
company to work in the Project are responsible for notifying the company
to instruct their technicians to obtain authority from Project
management to enter telephone rooms and other parts of the Project.
28) Packages, messages, mail, etc., must be delivered direct to Tenant
suites. Project management will not receive or accept them for Tenants.
23
29) Tenants shall store their trash and garbage in their premises in
receptacles which facilitate disposal methods in the City of Costa Mesa.
Boxes, receptacles, etc., which are used in moving Tenants in the
Project will be removed from the Project by the moving company or Tenant
will absorb the cost of removal. Disposal cost of excessive trash or
garbage beyond the normal and ordinary garbage of an office facility
will be the cost of the Tenant.
30) Tenant shall not place a load upon any floor of the Premises exceeding
50lbs., of live load per square foot. Tenant will pay the fees of the
structural engineer of the Project if structural engineering advice is
necessary in planning the positioning of heavy loads. Business machines
and mechanical equipment shall be placed and maintained by Tenant at
Tenant's expense in setting sufficient to absorb and prevent vibration,
noise and annoyance. Safes and other heavy equipment, the weight of
which will not constitute a hazard or damage the Project or its
equipment, shall be moved into, from or about the Project only during
such hours and in such manner as shall be prescribed by Landlord.
31) The Landlord reserves the right to rescind any of these rules and make
such other and further rules and regulations as in the judgment of
Landlord shall from time to time be needed for safety, protection, care
and good order therein, and in protection and comfort of its Tenants,
their agents, employees and invitees, including, but not limited to
rules and regulations regarding hours of access to the Project, which
rules when made and notice thereof given to a Tenant shall be binding
upon him in like manner as if originally herein prescribed. In the
event of any conflict, inconsistency or other difference between the
terms and provisions of these rules and regulations and any lease now or
hereafter in effect between Landlord and any Tenant in the Project,
Landlord shall have the right to rely on the terms or provision in
either such lease or such Rules and Regulations which is most
restrictive on such Tenant and most favorable to Landlord.
32) Landlord desires to maintain high standards of environment, comfort, and
convenience for its Tenants. It will be appreciated if any undesirable
conditions or lack or courtesy or attention by its employees is reported
directly to Landlord.
24
EXHIBIT "B"
CONDOMINIUM/SUBLEASE RIDER
EXHIBIT to that Lease dated July 24, 0000 xxxxxxx XXXXXXXX XXXXXXXXXX SUNBELT
DEVELOPERS, INC., ("Landlord"), and GENESIS INTERMEDIA, INC., a Florida
corporation; and GENESIS MEDIA GROUP, INC., a Florida corporation ("Tenant") for
the premises at 0000 Xxxxxx Xxxxxx, Xxxxx X-0, Xxxxx Xxxx, Xxxxxxxxxx 00000,
consisting of approximately 2,503 rentable square feet.
RECITALS
A. Premises is a condominium which is a part of that certain condominium
project known as Executive Guild - Costa Mesa Business Park - Phase II
(the "Project").
B. The real property upon which the Project is constructed was owned by The
Irvine Company, a Michigan Corporation, and is now assigned to the
Corporation of the Presiding Xxxxxx of the Latter Day Saints and had
been leased to Shearson American Express Mortgage Corporation
("Shearson") and is now assigned to GE Capital under that certain
unrecorded Ground Lease, dated March 1, 1981, between the Irvine
Company, as lessor and Shearson as lessee; a Memorandum of which was
recorded on April 16, 1981, in Book 14022, Pages 858 to 860 of Official
Records of Orange County, California (said Ground Lease and the recorded
Memorandum are hereinafter collectively referred to as the "Ground
Lease"). Landlord is a subtenant of GE Capital Corporation as assignee
under that certain Sublease dated October 1984 (the "Shearson Lease").
C. There has been recorded upon the Project that certain Declaration of
Restrictions, which was recorded on June 8, 1981, in book 14091, Pages
437, ET SEQ., of Official Records of Orange County, California ("the
Declaration of Restrictions"); and the Declaration of Annexation, which
was recorded on June 17, 1983, as Instrument No. 83-024927 of Official
Records of said County, and Amendment there to recorded on February 14,
1983, as Instrument No. 83-070391 of Official Records of said County
(collectively the "Declaration of Annexation, as amended").
Accordingly, Landlord and Tenant agree as follows:
1. This Lease is a sublease and is subject and subordinate to the
terms and provisions of the Ground Lease, the Shearson Lease, the
Declaration of Restrictions, the Declaration of Annexation, and
the Association Management Documents. The rights of Tenant to
use, occupy and posses the Premises are subject to Landlord's
right to use, occupy, and possess the Premises as set forth in
the Ground Lease, the Shearson Lease, the Declaration of
Restrictions, the Declaration of Annexation and the Association
Management Documents.
2. Tenant agrees to comply with all applicable provisions of the
Ground Lease, the Shearson Lease, the Declaration of
Restrictions, the Declaration of Annexation, and the Association
Management Documents. Tenants shall neither suffer nor permit
any breach of the terms and provisions of the Ground Lease, the
Shearson Lease, the Declaration of Restrictions, the Declaration
of Annexation, or the Association Management Documents; any
breach of or default under such terms and provisions shall
represent a material default under this lease.
3. Although care has been taken so that terms and provisions of the
Lease, and Tenant's rights hereunder, are not in conflict under
the terms and provisions of the Ground Lease, the Shearson Lease,
the Declaration of Restrictions, the Declaration of Annexation
and/or the Association Management Documents, to the extent that
Landlord subsequently determines that any duty of Landlords under
this lease would require acts or omissions by Landlord which
would result in a breach of a term or provision of the Ground
Lease, the Shearson Lease, the Declaration of Restrictions, the
Declaration of Annexations and/or Association Management
Documents, Landlord shall be excused from performance of any duty
under this lease.
4. Landlord agrees to use its best efforts to maintain the Ground
Lease and the Shearson Lease in full force and effect during the
entire Term of this Lease; provided, however, that if the Ground
Lease or the Shearson Lease shall for any reason whatsoever
terminate prior to its entire Term, this Lease shall concurrently
terminate.
5. In the event that Landlord is in default under the terms or
provisions of the Ground Lease, the Shearson Lease, Declaration
of Restrictions, Declaration of Annexation and/or the Association
Management Documents by reason of the existence or non-existence
of any particular term of provision of this Lease (but not by
reason of any act or omission taken under, or in violation of,
any particular term or provision of this Lease), then in that
event Landlord and Tenant agree that they shall execute an
amendment to this Lease to cause the deletion or addition of such
particular term or condition as may be required under the terms
of the Ground Lease; provided, however, that Tenant may terminate
this Lease if any amendment would materially increase the
obligations of Tenant hereunder (for such purposes and without
limitation of the materiality standard, any amendment which would
increase Tenant's cost of occupying the premises more than One
Thousand Dollars ($1,000.00) in any one (1) year or which would
deny Tenant the substantial use and enjoyment of the Premises
shall be deemed material.
6. The "Premises", as it pertains to this Lease, shall include a
non-exclusive right to use the common area of the Project, such
as landscaping and driveways, in accordance with the Ground
Lease, the Shearson Lease, the Declaration of Restrictions, the
Declaration of Annexation and the Association Management
Documents.
2
Landlord:
SOUTHERN CALIFORNIA SUNBELT DEVELOPERS,
INC., JWA
By: /S/ Xxx X. Xxxx Date: July 28, 1998
---------------------------------- ---------------------------
Xxx X. Xxxx, President
Tenant:
GENESIS INTERMEDIA, INC.,
a Florida corporation
By: /S/Xxx Xxxxxxx Date: July 24, 1998
---------------------------------- ---------------------------
Xxx Xxxxxxx, President
By: /S/Ramy El-Batrawi Date: August 13, 1998
---------------------------------- ---------------------------
Ramy El-Batrawi, Secretary
GENESIS MEDIA GROUP, INC.,
a Florida corporation
By: /S/Xxxxxxx X. Xxxxxxxx Date: July 24, 1998
---------------------------------- ---------------------------
Xxxxxxx X. Xxxxxxxx, CFO
By: /S/Ramy El-Batrawi Date: August 13, 1998
---------------------------------- ---------------------------
Ramy El-Batrawi, President and CEO
3
EXHIBIT "E"
TENANT IMPROVEMENTS
GENESIS INTERMEDIA, INC.,
a Florida Corporation; and
XXX XXXXXXX, an Individual
Suite T-3
The following Tenant improvements to be provided to Tenant by the Landlord, at
Landlord's sole cost and expense.
1. Air conditioning ducts are to be THOROUGHLY CLEANED by a professional
air conditioning service, of Landlord's selection, including vacuuming
(removal of dust and debris in ducts) and repainting of exterior
visible vents. Such cleaning shall be performed prior to painting and
carpeting;
2. Remove the interior window which separates the two front offices;
3. Interior office painting, all in white (Swiss Coffee) including
interior window trimmings, and closets, repair cupboards, replace
hinges; fill and paint all holes and nail/screw marks;
4. Replace carpeting as per selected swatch presented (Mountain Dove
Grey) and based board black trim;
5. Entryway parquet flooring to be rebuffed and polished;
6. Repair gap in front door with weather stripping to obtain tight
closure of said doors;
7. Refinish bathroom and kitchen countertops to match the suite's general
decor;
8. All blinds to be thoroughly cleaned or replaced if unable to clean;
9. Sky light blinds to be replaced as they are sun damaged;
10. Replace all stained and broken ceiling tiles, including those which
contain screws, hooks or any other hardware;
11. Replace all light switch plates with new plates;
12. Replace bathroom faucet knobs;
13. Replace toilet seats in both bathrooms.
All of the above "Tenant improvements" will be provided by Landlord at the
Landlord's sole cost and expense. Any ADDITIONAL improvements, not currently
anticipated or listed above, requested by Tenant, either prior to or subsequent
to Tenant's occupancy, shall be at the Tenant's sole cost and expense.
Additionally, any further Tenant improvements, even if provided by
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and/or paid by Tenant, must receive prior approval by Landlord, which will not
be unreasonably withheld.
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