Exhibit 10.21
OFFICE LEASE AGREEMENT
THE DEL MAR BUILDING
BASIC LEASE INFORMATION AND DEFINED TERMS
LEASE DATE: AUGUST 1, 2002
LANDLORD: 0000 XX XXXXXX, XXX XXXXX, XX, LLC
0000 XXXXXX XXXXXX XXXXX, XXX XXXXX XX 00000
ATTENTION: XXXXXXX X. XXXXXXXXXX
Telephone: C/O Xxxxxx Xxxxxxx 702-227-0965
Fax: 000-000-0000
TENANT: VESTIN GROUP
0000 XX XXXXXX XXX. XXXXX 000
XXX XXXXX, XXXXXX 00000
Attention: Xxxx Conagan
TELEPHONE: (000) 000-0000
TELECOPY: (000) 000-0000
PROJECT THE DEL MAR BUILDING
0000 XX XXXXXX XXXXXX
XXX XXXXX, XXXXXX
BUILDING: THE ENTIRE TWO-STORY OFFICE BUILDING LOCATED AT 0000 XX
XXXXXX, XXX XXXXX, XX 00000
LEASED PREMISES: THE PORTION OF THE BUILDING DESIGNATED AS SUITE 200
TOTAL RENTABLE AREA: 20,000 SQUARE FEET, (GROSS).
TENANT AREA: 1250 SQUARE FEET, (GROSS).
TERM OR LEASE TERM: 44 MONTHS
INITIAL TERM: 44 MONTHS CALCULATED FROM THE FIRST DAY OF THE NEXT CALENDAR MONTH
AFTER THE COMMENCEMENT DATE.
OCCURS (OR CALCULATED FROM THE COMMENCEMENT DATE IF
THAT DATE OCCURS ON THE FIRST OF THE MONTH).
COMMENCEMENT DATE: AUGUST 1, 2002.
EXTENSION TERMS: TENANT SHALL HAVE THE OPTION TO EXTEND, PROVIDED THAT TENANT
IS IN COMPLIANCE WITH EACH AND EVERY TERM, COVENANT AND
CONDITION HEREOF ON ITS PART TO BE PERFORMED AND THAT TENANT
NOTIFIES LANDLORD IN WRITING PRIOR TO FOUR MONTHS OF THE
TERMINATION DATE OF THE LEASE, THAT TENANT WISHES TO
EXERCISE ITS OPTION TO EXTEND ITS TENANCY. SAID EXTENSION
WILL BE AT A RENTAL RATE AND TERM ACCEPTABLE TO THE
LANDLORD.
Minimum Rent: $2.00+-per Square foot of Tenant Area for 12 months of the term as
listed below:
August 1, 2002 to July 31, 2003 $2500 per month plus $40 per month parking
August 1, 2003 to July 31, 2004 $2575 per month plus $40 per month parking
August 1, 2004 to July 31, 2005 $2650 per month plus $50 per month parking
August 1, 2005 to March 31, 2006 $2725 per month plus $50 per month parking
IMPROVEMENT ALLOWANCE: LANDLORD WILL PROVIDE NO IMPROVEMENT ALLOWANCE. THE
SUITES ARE TO BE LEASED IN "AS IS CONDITION".
SECURITY DEPOSIT: $ NONE
EXPENSE STOP: NONE
PERMITTED USE: GENERAL OFFICE / ADMINISTRATIVE / AND WORK OF RELATED
PURPOSES.
GENERAL TERMS AND CONDITIONS
DESCRIPTION OF BUILDING AND LEASED PREMISES.
1. LEASED PREMISES. LANDLORD LEASES TO TENANT, AND TENANT LEASES
FROM LANDLORD, THE LEASED PREMISES UPON THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT, THE LEASED PREMISES.
2. SQUARE FOOTAGE. TENANT CONFIRMS THAT IT HAS HAD AMPLE
OPPORTUNITY TO INSPECT THE LEASED PREMISES AND PROJECT AND TO
CONFIRM THE TOTAL RENTABLE AREA AND TENANT AREA. TENANT
ACKNOWLEDGES THAT THERE ARE SEVERAL DIFFERENT METHODS TO
CALCULATE THE SQUARE FOOTAGE, AND TENANT HAS APPROVED THE
METHOD USED TO CALCULATE THE TOTAL RENTABLE AREA AND TENANT
AREA SPECIFIED IN THIS LEASE.
2. TERM AND POSSESSION.
1. TERM. This Lease is binding upon Landlord and Tenant as of the
Lease Date, but the Term of this Lease will commence on the
Commencement Date.
2. POSSESSION. If Landlord is unable to deliver possession of the
Leased Premises ready for occupancy at the Outside Delivery
Date, Landlord will not be liable for any damage, Tenant
waives any claims or causes of action against Landlord
relating to the delay, and this Lease will become voidable at
the option of Landlord. If Landlord is unable to deliver
possession of the Leased Premises ready for occupancy at the
Outside Delivery Date, no Rent will be payable by Tenant to
Landlord for any pro rata portion of the Lease Term prior to
actual delivery to Tenant of possession of the Leased Premises
ready for occupancy. If the Leased Premises are not ready for
occupancy within 60-days after the Outside Delivery Date,
Tenant will have the right to terminate and cancel this Lease
and all obligations of Landlord and Tenant under this Lease by
delivery of written notice to Landlord. Tenant shall
peacefully surrender the premises at the end of the lease
term. If Tenant does not surrender premises the rent shall
increase to 200% of the current rental rate.
3. RENT.
1. AGGREGATE RENT. Tenant will pay to Landlord, the aggregate of
the Minimum Rent, Parking Charges, Rental Adjustments, and
Additional Rent, plus any taxes levied on rents (collectively,
the "Rent"), in advance, on the Commencement Date and
thereafter on the first day of each calendar months during the
Lease Term. All payments of Rent will be paid by Tenant,
without prior notice or demand or deduction or offset, to
Landlord at the address set forth on this Lease or at any
other place that Landlord may from time to time designate in
writing. If Landlord has not received payment of the monthly
installment of Rent within five days after the 1st day of each
month with or without delivery of written notice by Landlord
to Tenant, Tenant will pay, as Additional Rent, a late charge
equal to ten percent of the unpaid amount. Any payment of Rent
that is not paid in a timely fashion and considered dilequent
after the date due will bear interest at the rate of 12%.
2. PARKING CHARGES. Tenant will pay to Landlord the Parking
Charges set forth in Exhibit C.
3. RENTAL ADJUSTMENT.
1. DEFINITIONS. For purposes of calculating the Rental
Adjustments, the following terms will have the
meanings ascribed below.
2. "OPERATING COST" means all costs and expenses that
are associated with the ownership, operation, and
maintenance of the Project (excluding depreciation
and all amounts paid on loans) including, by way of
illustration but not by way of limitation, the cost
and expense of: real and personal property taxes and
assessments, whether assessed against the Project,
Landlord, or assessed against Tenant and collected by
Landlord; utilities; supplies; Landlord's insurance
premiums; deductible amounts on any insurance claims
under Landlord's insurance; all costs and expenses of
repairs, maintenance, replacements, and renovations,
or additions required by any governmental entity
having jurisdiction over the Project or Landlord, and
including the amount of amortization on those items
that Landlord chooses to capitalize; management fees;
and all other costs that can properly be considered
expenses of operating or maintaining the Project.
Operating costs will not include leasing commissions
for any new lease and will not include the costs and
expenses associated with the construction and
installation of the Building Standard Work for
tenants that may enter into leases for unleased
portions of the Building after the Commencement
Date of the Lease. For purposes of this Paragraph 3.3
(a) (ii) only , the word "replacements" will not
include the cost and expense of correcting initial
construction defects in the foundation, bearing
walls, exterior walls, subflooring, and roofs of the
Building and will not include the costs and expenses
for replacements to the foundations, bearing walls,
exterior walls, subflooring, and roofs of the
Building unless the replacements are occasioned by
the reckless or intentional acts or omissions of
Tenant or any other person who may be in or upon the
Project with the consent (implied and otherwise) of
Tenant.
3. "Operational Year" means all or any portion of any
calendar year during which this Lease is in effect.
4. "Excess Cost" means the amount by which the Operating
Costs for any Operational Year exceed the Expense
Stop.
5. "Rental Adjustments" means an amount equal to the
product obtained by multiplying the Tenant Area by
the quotient derived by dividing the Excess Cost by
the Total Rentable Area.
6. "Base Year" means "2000"
4. PAYMENT OF RENTAL ADJUSTMENTS. Prior to the commencement of
each full or partial Operational Year during the Term of this
Lease, Landlord will deliver to Tenant a written estimate in
reasonable detail at Operating Costs and Tenant's estimated
Rental Adjustment for the year. Thereafter, with each payment
of Minimum Rent, each month Tenant will pay 1/12 of the
estimated Rental Adjustment. As soon as practicable after the
end of each Operational Year, Landlord will submit to Tenant a
written statement showing the actual Operating Costs for that
Operational Year, Tenant's share of actual Operating Costs,
Tenant's actual Rental Adjustments, and the difference between
Tenant's actual Rental Adjustments and the amount of estimated
Rental Adjustments paid by Tenant. If the Tenant's actual
Rental Adjustments exceeds the amount of Rental Adjustments
paid by Tenant for the Operational Year, Tenant will pay to
Landlord within 30 days of receipt of the written statement,
the full amount of the excess. If the Tenant's actual Rental
Adjustments is less than the amount of estimated Rental
Adjustments paid for that Operational Year, the amount will be
credited against the next monthly Rent payment(s) due Landlord
from Tenant. If this Lease commences or terminates on a day
other than the first day of an Operational Year, Tenant will
be charged only for Rental Adjustments for the portion of the
Operational Year that falls within the Lease Term.
5. ADDITIONAL RENT. Without limiting any of Tenant's covenants or
agreements contained in this Lease and without limiting
Tenant's obligation to pay any other component of the Rent,
Tenant agrees that it will pay to Landlord, as "Additional
Rent," all additional amounts designated in this Lease,
whether or not described as Rent.
4. LEASED PREMISE' USE.
1. USE. Tenant will use the Leased Premises only for the
Permitted Use and not otherwise. No use will be made of the
Leased Premises, and no act will be done in or about the
Leased Premises, that is illegal, unlawful, or that will
increase the existing rate of insurance upon the Leased
Premises, the Building or the Project. Tenant will not commit
or allow any public or private nuisance or other act or thing
that disturbs the quiet enjoyment of any other tenant in the
Building, nor will Tenant, without the prior written consent
of Landlord, use any apparatus, machinery or device in or
about the Leased Premises that will cause any substantial
noise or vibration. If any of Tenant's office machines or
other equipment disturbs the quiet enjoyment of any other
tenant in the Building, Tenant will take the action as may be
necessary to
immediately eliminate the disturbance.
2. Floor Load. Tenant will not bring upon the Leased Promises any
item with weight sufficient to potentially cause damage to, or
that may jeopardize the structure of, the Leased Premises or
the Building.
5. SERVICES PROVIDED BY LANDLORD. Landlord will maintain the public and
common areas of the Building and the Project, such as lobbies, stairs,
elevators, landscaping, corridors, parking lots and public restrooms,
in good order and condition except for damage occasioned by the act or
negligence of Tenant. Landlord will furnish the water for common areas
and with electricity for lighting and the operation of the elevator. It
will be the responsibility of Tenant to maintain the leased premises.
Landlord will not be liable for damages, nor will Tenant's obligation
to pay Rent be abated, for Landlord's failure to furnish or for delay
in the furnishing any of the foregoing services, if the failure or
delay is caused by accident or conditions beyond the reasonable control
of Landlord. The temporary failure to furnish any of the services will
not be construed as an eviction of Tenant and will not relieve Tenant
from the duty of observing and performing any of the provisions of this
Lease so long as Landlord proceeds with reasonable diligence to correct
any the failure.
6. REPAIRS AND ALTERATIONS. Tenant agrees by taking possession of the
Leased Premises that the Leased Premises are then in a tenantable and
good condition, that Tenant will take good care of the Leased Premises,
and the Leased Premises will not be altered or changed without the
prior written consent of Landlord. Tenant waives any right to make
repairs at Landlord's expense. Tenant will not make changes to locks or
doors or add, disturb, or in any way change any plumbing, ducting, or
wiring without first obtaining the written consent of Landlord. All
damage or injury done to the Project by Tenant or by any persons who
may be in or upon the Project with the consent of Tenant will be paid
for by Tenant, and Tenant will pay for all damage in the Project caused
by Tenant's misuse; however, Tenant will pay for structural damage to
the Project only if occasioned by negligent, reckless, or intentional
acts or omissions of Tenant or any other person who may be in or upon
the Project with the consent (implied or otherwise) of Tenant. All
repairs to the Leased Premises necessary to maintain the Leased
Premises in a tenantable and good condition will be done by or under
the direction of Landlord at Tenant's expense (payable to Landlord
immediately upon demand) except as otherwise specifically provided in
this Lease. Tenant will pay for the replacement of doors or windows of
the Leased Premises that are cracked or broken by Tenant, its
employees, agents or invites, and Tenant will not put any curtains,
draperies or other hangings on or beside the windows in the Leased
Premises without first obtaining Landlord's written consent. Landlord
may make any alterations or improvements that Landlord may deem
necessary for the preservation, safety or improvement of the Project.
All alterations, additions, and improvements, except fixtures installed
by Tenant and that are removable without damage to the Building, will
become or remain, as applicable, the property of Landlord.
7. ENTRY INTO PREMISES. Tenant will permit Landlord and its agents to
enter into and upon the Leased Premises at all reasonable times for the
purpose of inspecting the Leased Premises or for the purpose of
cleaning, repairing, altering, or improving the Leased Premises or
Building, and when necessary for the purpose, Landlord may close
entrances, doors, corridors, elevators, or other facilities without
liability to Tenant by reason of the closure and without the action by
Landlord being deemed as eviction of Tenant or to relieve Tenant from
the duty of observing and performing any and all of Tenant's
obligations of this Lease, so long as Landlord proceeds with reasonable
diligence to make the alterations and repairs. Landlord and its agents
may enter the Leased Premises for the purpose of showing the Leased
Premises to prospective tenants for a period of 180 days prior to the
expiration of the Lease Term, and may enter at any reasonable time to
show the Leased Premises to prospective purchasers or lenders.
8. DAMAGE OR DESTRUCTION. If any part of the Project is damaged by fire or
other casualty that is fully covered by Landlord's insurance and that
is without the fault of Tenant, the damage will be repaired by
Landlord, so long as the repairs can be made within 60 days after the
occurrence of the damage. Until the repairs are completed, the Rent
will be abated in proportion to the part of the Leased Premises that is
unusable by Tenant in the conduct of its business as the result of the
casualty. If the repairs cannot be made within 60 days, Landlord may,
at Landlord's election, make them within a reasonable time using due
diligence, and, if Landlord elects to make the repairs, this Lease will
continue is effect and the Rent will be abated in the manner provided
above. Landlord's election to make repairs that cannot be made within
60 days after the occurrence of the damage must be evidenced by written
notice to Tenant within 30 days after the occurrence of the damage. If
Landlord does not so elect to make the repairs, then either party may,
by written notice to the other, given within 30 days after the end of
Landlord's 30-day election period described above, terminate this
Lease.
9. ADVERTISING AND SIGNAGE. Tenant will not post, place, or in any manner
display any sign, inscription, notice, picture, placard or poster, or
any advertising material whatsoever anywhere in or about the Project at
places visible from anywhere outside the Leased Premises without first
obtaining Landlord's written consent. Tenant, however, will be
specifically entitled to: (i)_a reasonable amount of space for its name
on the door as signage for the leased premises; and (ii)_a reasonable
amount of space on any building directory that may be located on the
Project.
10. HOLD HARMLESS. Tenant will defend, indemnify, and hold harmless
Landlord on demand for, from, and against any and all liability,
damages, costs, or expenses, including attorney's fees, arising from
any act, omission, or negligence of Tenant, or the officers,
contractors, licensees, agents, servants, employees, guests, invitees,
or visitors of Tenant in or about the Project, or arising from any
accident, injury or damage to any person or property occurring in or
about the Project.
11. INSURANCE. During the term of the Lease, Tenant will maintain liability
insurance, fire insurance with extended coverage, and water damage
insurance in amounts sufficient to fully cover Tenant's improvements
and all property in the Leased Premises that is not owned by Landlord,
and liability insurance against claims of death, personal injury, and
property damage in or about the Leased Premises, in amounts that are
acceptable to Landlord. Policies for the insurance will waive any right
of subrogation against Landlord, will show Landlord as an additional
insured and will not be cancelable with less then 30 days notice to
Landlord. Prior to taking possession of the Leased Premises and,
thereafter, within 30 days prior to the expiration or cancellation of
any previously delivered policy, Tenant will deliver to Landlord
evidence satisfactory to Landlord that the insurance is fully paid for
the immediately succeeding one year period.
12. LIENS AND BANKRUPTCY. Tenant will keep the Project and Leased Premises
free from any liens or encumbrances arising out of any work performed
by or on behalf of Tenant or otherwise relating to any act of Tenant.
If Tenant is adjudged bankrupt, or insolvent, or makes any assignment
for the benefit of creditors, or if the business conducted on the
Leased Premises passes into the hands of any receiver, court, trustee,
or officer, or if the Term of this Lease is attached or taken on
execution, this will constitute an event of default under the Lease and
Landlord may, at its option, exercisable in its sole discretion by
written notice to Tenant, terminate this Lease and recover possession
of the Leased Premises from any and all parties.
13. DEFAULT BY TENANT. Upon breach or default of this Lease by Tenant,
Landlord may pursue any and all rights, at law or equity, against
Tenant. Except when landlord feels reasonably and justifiably insecure
as to the solvency of the Tenant or its ability to perform its
obligations under the Lease, Tenant will have 20 days after receipt of
written notice from Landlord within which to completely cure any
non-monetary default; however, if the non-monetary default is not
completely cured within 20 days and Tenant
demonstrates to Landlord that Tenant is using (and will continue to
use) its best efforts to completely cure the non-monetary default,
Tenant will have the additional time to cure as Landlord deems
reasonable appropriate under the circumstances. In no event, however,
will the time period within which Tenant must completely cure any
non-monetary default extend to a period of time greater than 90 days.
Without limiting the foregoing, at expiration of the term of this Lease
or if default is made in the payment of Rent or in the performance of
any agreements of Tenant contained in this Lease, Landlord, or its
agent, will have the right to enter and take possession of the Leased
Premises. In the case of re-entry by Landlord, and Tenant agrees to
deliver the Leased Promises without process at law, Tenant's rights to
occupy or control the Leased Premises will immediately cease, and this
Lease, at the option of Landlord, will terminate. If any default or
breach by Tenant occurs, the obligations of Tenant under this Lease,
including Tenant's obligation to pay Rent, will not cease, and Tenant
will be liable for any loss or damage to Landlord for failure to comply
with this Lease. If Landlord retakes possession of the Leased Premises,
Landlord may remove and store all personal property of Tenant in any
place selected by Landlord at the expense and risk of Tenant. Landlord
may sell any or all of the Property at public or private sale as
provided by law and will apply the proceeds of the sale first to the
cost of the sale, second to the payment of charges for storage, if any,
third to the payment of other sums that may be due from Tenant to
Landlord under the terms of this Lease, and fourth the balance, if any,
to Tenant. Tenant waives all claims for damages that may be caused by
Landlord's re-entering and taking possession of the Leased Premises,
removing, storing, and/or selling the property of Tenant. No re-entry
of Landlord will be considered or construed to be a forcible entry.
14. COSTS AND ATTORNEY'S FEES. If either party employs legal counsel to
enforce any term of this Lease, the other party will pay to the
prevailing party, immediately upon demand, the prevailing party's cost,
expenses, and attorney's fees.
15. NO-WAIVER. Waiver by Landlord of any breach of Tenant of any term,
covenant, or condition of this lease will not be deemed to be a waiver
of the term, covenant, or condition or a waiver of any subsequent
breach of the term, covenant, or condition. The acceptance of Rent by
Landlord will not be deemed to be a waiver of any existing breach by
Tenant of any term, covenant, or condition of this Lease, regardless of
Landlord's knowledge of the existing breach at the time of acceptance
of the Rent.
16. ASSIGNMENT AND SUBLETTING. Tenant will not assign this Lease or sublet
all or any part of the Leased Premises without Landlord's prior written
consent. Any attempt to do otherwise will be void and of no affect. No
assignment or subletting will relieve Tenant of Tenant's liability
under this Lease. If Tenant desires to assign this Lease or sublet all
or any part of the Leased Premises and Tenant has notified Landlord of
this desire, Landlord will not unreasonably withhold its consent to a
change or modification of the "use" clause contained in Paragraph 4.1
so long as the proposed change or modification is not incompatible with
existing uses and is not prohibited by the terms of any existing lease
or related agreement.
17. SUCCESSORS. Subject to the restrictions set forth in Paragraph 16, all
of the covenants, agreements, terms, and conditions contained in this
Lease will apply to and be binding upon Landlord and Tenant and their
respective heirs, executors, administrators, successors, and assigns.
18. SUBORDINATION. At the lender's election, this Lease will automatically
be subordinate to any mortgage or deed of trust placed upon the Project
by Landlord, to any and all advances made or to be made under the
mortgage or deed of trust, and to all renewals, replacements and
extensions of the mortgage or deed of trust. Within 15 days of
presentation, Tenant will execute, acknowledge and deliver to Landlord
any subordination, attornment, or non-disturbance agreement or other
instrument that Landlord or Landlord's lenders, may require.
19. SALE BY LANDLORD. A sale or conveyance of all or any part of the
Project or Leased Premises will operate
to release Landlord from liability for events occurring subsequent to
the sale or conveyance and any express or implied covenants or
conditions contained in this Lease, Tenant will look solely to
Landlord's successor in interest in and to this Lease. This Lease will
not be affected by any subsequent sale or conveyance, and Tenant will
attorn to the successor in interest. If Tenant has made a Security
Deposit. Landlord may transfer the Security Deposit to its successor in
interest, and Landlord will be discharged from further liability.
20. ESTOPPEL CERTIFICATE. Within 10 business days after delivery of
Landlord's written request, Tenant will execute, acknowledge and
deliver to Landlord a written statement on a form provided by Landlord:
(i) - certifying that this Lease is unmodified and in full force and
effect (or, if modified, starting the nature of the modification and
certifying that this Lease, as so modified, is in full force and
effect) and the day to which Rent and other charges are paid in
advance, if any; (ii) - affirmatively representing that there are not
any uncured default by Landlord or Tenant (or specifying the defaults
if they are claimed); and (iii) - providing any other Information
reasonably requested by Landlord. Tenant's written statement may be
relied on by a prospective purchaser or encombrancer of all or any
portion of the project. Tenant's failure to deliver a written statement
within the time will be conclusive against Tenant that: (i) - this
Lease is in full force and effect, without modification except as may
be represented by Landlord; (ii) - there are no uncured defaults in
Landlord's performance or Tenant's performance, and (iii) - not more
than one month's Rent has been paid in advance. The failure of Tenant
to deliver the written statement to Landlord within the time will
constitute a default by Tenant under this Lease, whereupon Landlord may
elect to enforce any and all rights and remedies provided to Landlord
in this Lease.
21. CONDEMNATION. If all of the Leased Premises, are taken by condemnation
or eminent domain proceeding, this Lease will automatically terminate
as of the date of the final condemnation, or as of the date possession
is taken by the condemning authority, whichever is earlier. Current
Rent will be apportioned as of the date of the termination. If Part of
the Leased Premises or a portion of the Project not required for the
use of Leased Premises is taken by condemnation or eminent domain, this
Lease will continue in full force and affect, and if the rentable area
of the Leased Premises is reduced, the rest will be reduced in
proportion to the reduction in the area of the Leased Premises, the
Rent reduction to be effective on the date of the partial taking. No
award for any partial or entire taking will be apportioned, and Tenant
assigns to Landlord any award that may be made in the taking or
condemnation; however, nothing in this Lease will be deemed to give
Landlord any award made to Tenant for the taking of personal property
belonging to Tenant, for the interruption of or damage to Tenant's
business or for Tenant's moving expenses. Without limiting the
foregoing, if more than 25% of the Tenant Area is taken by virtue of
any condemnation or eminent domain proceeding, Tenant, upon 10 days
written notice to Landlord, will have the right to terminate this
Lease.
22. RULES AND REGULATIONS. Tenant, its employees, agents, clients,
customers, invitees and guests will comply with any rules and
regulations adopted by Landlord. Any violation of the rules and
regulations will constitute a breach and default of this Lease.
23. NOTICES. To be effective, all notices under this Lease will be in
writing and delivered in person or sent by hand delivery, telecopy,
certified mail, or overnight delivery to Landlord and Tenant at the
addresses designated on the cover page of this Lease, or to any other
place as may be designated by either party in writing. Notices will be
affective upon delivery if personally delivered or sent by telecopy, or
overnight delivery within two days after deposit in the United States
mail certified mail, return receipt requested, postage prepaid,
properly addressed.
24. GOVERNING LAW. This Lease will be construed and governed by the Laws of
the State of Nevada.
25. TIME OF ESSENCE. Time is of the essence of this Lease.
26 LANDLORD'S APPROVAL. Wherever the terms of this Lease require or allow
Landlord's consent, approval, or satisfaction be given or obtained the
consent, approval, or satisfaction will be given or withheld in
Landlord's sale and absolute discretion, except as otherwise specified
in this Lease.
27 SECURITY DEPOSIT. Concurrently with its execution of this Lease, Tenant
will deliver to Landlord the Security Deposit for the performance by
Tenant of every covenant and condition of this Lease. The deposit may
be commingled with other funds of Landlord and will bear no interest.
if Tenant defaults with respect to any covenant or condition of this
Lease, including but not limited to the payment of Rent or any other
charges, Landlord, at landlord's option, may apply the whole or any
part of the security deposit to the payment of any sum in defaults or
any other sum that Landlord may be required to spend by reason of
Tenant's default. If Landlord elects to apply the whole or any part of
Tenant's Security deposit to the payment of any sum, Landlord may do so
without waiver of any Tenant, default, and Landlord may demand that
Tenant deliver a sum equal to the amount so applied by landlord
Tenant's failure to deliver the sum to replenish Tenant's security
deposit within ten(10)days following delivery of written demand by
Landlord will constitute an additional default by Tenant under this
Lease. If Tenant complies with all of the covenants and condition of
this Lease the security deposit or any balance thereof remaining will
be returned to Tenant within 14 days of the expiration of the term
hereof.
28 AUTHORITY. Tenant warrants and represents that Tenant is fully capable
of performing the term of this Lease that Tenant has full and requisite
power and authority to execute, deliver, and perform this Lease in
accordance with their respective terms, and that this execution of the
Lease and other documents and instruments will not act or to cause a
violation or breach of any court order, judgment, or agreement to which
Tenant is a party.
29 ENTIRE AGREEMENT. This Lease and all exhibits embody the entire
Agreement between the Landlord and Tenant and any prior oral or written
understanding and/or representation not specifically enumerated in this
Lease is deemed ineffective and of no force or effect. This Lease may
be amended only by written instrument executed by both Landlord and
Tenant.
Landlord and Tenant have executed this Lease on the Lease Date.
LANDLORD
0000 Xx Xxxxxx Xxx Xxxxx, XX LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxxxxx
Managing owner TENANT
By: /s/ Xxxxxxx Xxxxxxx
-----------------------
EXHIBIT "A"
TO
OFFICE LEASE AGREEMENT
(general depiction of Leased Premises)
EXHIBIT "B"
TO
OFFICE LEASE AGREEMENT
EXHIBIT "D"
LEGAL DESCRIPTION
That portion of the Southeast Quarter (SE 1/4) of Section 5, Township 21 South,
Range 61 East, M.D, B & M, more particulary described as follows:
Lot 3-1 as shown on that certain parcel map on file in the Office of the Xxxxx
County Recorder, in file 85 of Parcel Maps, Page 44, Suite 200.
EXHIBIT "E"
RULES AND REGULATIONS
1. The sidewalks, halls, passages, exits and entrances of the building
will not be obstructed by any of the Tenants or used by them for any
purpose other than for ingress and egress from their respective
premises. The halls, passages, exits and entrances are not for the
general public and Landlord shall in all cases retain the right to
control and prevent access thereto of all persons whose presence in the
judgment of Landlord would be prejudicial to the safety, character,
reputation and interests of the Building and its Tenants, provided that
nothing herein contained shall be construed to prevent such access to
persons with whom any Tenant normally deals in the ordinary course of
its business, unless such persons are engaged in illegal activities. No
Tenant and no employee or invitee of any Tenant shall go upon the roof
of the Building.
2. No sign, placard, picture name, advertisement or notice visible from
the exterior of any Tenant's premises shall be inscribed, painted,
affixed or otherwise displayed by any Tenant on any part of the
Building without prior written consent of Landlord. Landlord will adopt
and furnish to Tenant general guidelines, but may request approval of
Landlord for modifications, which approval will not be unreasonably
withheld. All approved signs or lettering on doors shall be printed,
pained, affixed or inscribed at the expense of the Tenant by a person
approved by the Landlord, which approval will not be unreasonably
withheld. Material visible from outside the Building will not be
permitted.
3. The premises shall not be used for lodging or the storage of
merchandise held for sale to the public, unless ancillary to a
restaurant or other food service use specifically authorized in the
lease of a particular Tenant, no cooking shall be done or permitted by
any Tenant on the premises, except that preparation of coffee, tea, hot
chocolate and similar items for Tenants and their employees shall be
permitted.
4. No Tenant shall use or keep in the premises or the Building any
kerosene, gasoline or flammable or combustible fluid or material or use
any method of heating or air conditioning other than that supplied by
Landlord. No Tenant shall use, keep or permit to be used or kept any
foreign or noxious gas or substance in the premises, or permit or
suffer the other occupants of the Building by reason of noise, odors,
or vibrations or interfere in any way with other Tenants or those
having business therein.
5. In the case of invasion, mob, riot, public excitement, or other
circumstances rendering such action advisable in Landlord's opinion,
Landlord reserves the right to prevent access to the Building during
the continuance of the same by such an action as Landlord may deem
appropriate, including closing entrances to the Building.
6. The toilet rooms, toilets, urinals, wash bowls and other apparatus
shall not be used for any purpose other than that for which they were
constructed, no foreign substance of any kind whatsoever shall be
thrown therein. The expense of any breakage, stoppage or damage
resulting from the violation of this rule shall be done be the Tenant
who, or whose employees or invites, shall have caused it.
7. Except with prior consent of Landlord, no Tenant shall sell, or permit
the sale in the premises or use or permit the use of any common area
for the sale of newspapers, magazines, periodicals, theater tickets or
any other good merchandise or service. Tenant shall not carry on, or
permit or allow any employee or other persons to carry on the business
of stenography, typewriting, or any similar business from the premises
for the service of accommodation of occupants of any other portion of
the Building, nor shall the premises of any Tenant be used for
manufacturing of any kind, or any business or activity other than that
specifically provided for in such Tenant's lease.
8. Tenant shall not use any advertising media which may be heard outside
of the premises and Tenant shall not place or permit the placement of
any radio or television, or other communications antenna, loudspeaker,
sound amplifier, phonograph, searchlight, flashing light or other
device of any nature on the roof or outside of the boundaries of the
premises (except for Tenant's approved identification sign or signs) or
at any place where the same may be seen or heard outside of the
premises.
9. All loading and unloading of merchandise, supplies, materials, garbage
and refuse shall be made only through such entryways and at such times
as Landlord shall designate. In its use of the loading areas the Tenant
shall not obstruct or permit the obstruction of said loading area and
at no time shall park or allow its officers, agents or employees to
park vehicles therein except for loading and unloading.
10. Landlord shall have the right, exercisable without notice and without
liability to any Tenant to change the name and street address of the
Building.
11. The persons employed to move equipment in or out of the Building must
be acceptable to Landlord. Landlord shall have the right to prescribe
the weight, size and position of all equipment, materials, furniture or
other property brought into the Building. Heavy objects shall if
considered necessary by Landlord, stand on wood strips of such
thickness as is necessary to properly distribute the weight. Landlord
will not be responsible for loss or damage to any such property from
any cause, and all damage done to the Building by moving or maintaining
such property shall be repaired at the expense of Tenant.
12. No curtains, draperies, blinds, shutters, shades, screens or other
coverings, hangings or decorations shall be attached to, hung or placed
in, or used in connection with any window of the Building without prior
written consent of Landlord. In any event, with the prior written
consent of Landlord, such items shall be installed on the office side
of Landlord's standard window covering and shall in no way be visible
from the exterior of the Building.
13. No Tenants shall obtain for use in the premises, ice, drinking water,
food beverage, towel or other similar services, except at such
reasonable regulations as may be fixed by Landlord.
14. Each Tenant shall see that the doors of its premises are closed and
locked and that all water faucets, water apparatus and utilities are
shut off before Tenant or Tenant's employees leave the premises, so as
to prevent waste or damage, and for any default or carelessness in this
regard Tenant shall make good all injuries sustained by other tenants
or occupants of the Building or Landlord.
15. No Tenant shall use any portion of the common area for any purpose when
the premises of such Tenant are not open for business or conducting
work in preparation therefore.
16. The requirements of the Tenants will be attended to only upon
application by telephone or in person at the office of the Building
Employees of Landlord shall not perform any work or do anything outside
of their regular duties unless under special instruction from Landlord.
17. Landlord may waive any one or more of these Rules and Regulations from
the benefit of any particular Tenant or Tenants, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations
in favor of any other Tenant or Tenants, nor prevent Landlord from
thereafter enforcing any such Rules and Regulations against any or all
of the Tenant of the Building.
18. These Rules and Regulations are in addition to and shall not be
construed to in any way modify, alter or amend, in whole or in part,
the terms, covenants, agreements and conditions of any Lease of
premises in the Building.
19. Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment may from time to time be needed for the
safety, care and cleanliness of the Building, and for the preservation
of good order therein.
20. THIS IS A NON SMOKING FACILITY
21. NO ANIMAL (S) of any kind will be allowed on or in the office building,
parking lot or any common areas. NO PETS of any kind are
allowed on or in the office building, parking lot or any of
the common areas. NO SECURITY ANIMALS of any kind will allowed
on or in the office building, parking lot or any of the common
areas. THE ONLY EXCEPTION WILL BE THOSE INDIVIDUALS WHO
REQUIRE THE ASSISTANCE OF AN ANIMAL QUALIFIED UNDER A STATE OR
FEDERAL REGULATION SUCH AS THE "AMERICANS WITH DISABILITIES
ACT."
EXHIBIT "F"
GUARANTY OF LEASE
GUARANTOR Xxxxxxx Xxxxxxx
DESCRIPTION OF LEASE: General Office Lease
DATE: August 1, 2002
LANDLORD: 0000 Xx Xxxxxx, Xxx Xxxxx, XX LLC
TENANT: Vestin Group
PREMISES: Del Mar Building- Suite(s) 200
(Approx. 1250 Sq. Ft. gross)
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, the undersigned ("Guarantor")
hereby unconditionally and irrevocably guarantees
Tenant's full and faithful performance of each and
every term, covenant and condition of the above
referenced lease (the "Lease"), including, but not
limited to, the payment of all rent (and other sums
to be paid to Landlord by Tenant) at the time and in
the manner required by the Lease. No amendment,
modification, extension, release, waiver or comprise
of the Lease, or of any term, covenant or condition
thereof, or of any party thereto, shall affect,
terminate or impair this Guaranty, and this Guaranty
shall remain in full force and effect notwithstanding
any such event. The undersigned hereby agrees to
indemnify Landlord against, and to hold Landlord
free, clear and harmless from, any and all liability,
loss, costs, charges, penalties, obligations,
expenses, attorneys' fees, litigation, judgements,
damages, claims and demands of any kind whatsoever in
connection with arising out of or by reason of the
assertion by Tenant of any defense of its obligations
under the Lease or the assertion by Guarantor of any
defense to its obligations hereunder, Guarantor
waives any right or claim of right to cause a
marshaling of Tenant's assets or to require Landlord
to proceed against Guarantor or Tenant or any
security for the Lease or this Guaranty in any
particular order and Guarantor agrees that any
payments or performance required to be made hereunder
shall become due upon demand in accordance with the
terms hereof immediately upon the happening of a
default under the Lease, whether or not Guarantor has
been given notice of such default, and Guarantor
hereby expressly waives and relinquishes all rights
and remedies accorded by applicable law to
guarantors, including, but not limited to, notice of
default, any failure to pursue Tenant or its
property, any defense
arising by reason of any defense of Tenant or by
reason of the cessation of the liability of Tenant
of any defense by reason of the assertion by Landlord
against Tenant of any of the rights or remedies
reserved to Landlord pursuant to the provisions of
the said Lease, or by reason of Summary or other
proceedings against Tenant.
No delay on Landlord's part in exercising (or giving notice of) any right, power
or privilege under this Guaranty, the Lease or any
other document executed in connection therewith,
shall operate as a waiver of any such privilege,
power or right.
Guarantor agrees that any judgement rendered against Tenant for monies or
performance due Landlord shall in every and all
respects bind and be conclusive against Guarantor to
the same extent as if Guarantor had appeared in any
such proceeding and judgment therein had been
rendered against Guarantor. Guarantor subordinates to
Tenant's obligations to Landlord all indebtedness of
Tenant to Guarantor, whether now existing or
hereafter contracted, whether direct or indirect,
contingent or determined.
The terms, covenants and conditions contained in this Guaranty shall inure to
the benefit of, and be binding upon, the successors
and assigns of Landlord and Guarantor, respectively.
If any term, covenant or condition of the Guaranty, or any application thereof,
should be held by a court of competent jurisdiction
to be invalid, void or unenforceable, all terms,
covenants and conditions of this Guaranty, and all
applications thereof, not held invalid, void or
unenforceable shall continue in full force and effect
and shall in no way be affected, impaired or
invalidated thereby.
This Guaranty may not be modified, amended, terminated or changed except in a
written document duly executed by Landlord and
Guarantor.
In this Guaranty, whenever the context so requires, the masculine gender
includes the feminine and/or neuter, and the singular
number includes the plural.
This Guaranty shall be construed in accordance with its intent and without
regard to any presumption or other rule requires
construction against the party causing the same to be
drafted.
The laws of the State of Nevada shall govern the validity, construction,
performance and effect of this Guaranty.
Should Guarantor consist of more than one person or entity, then in such event,
all such persons and entities shall be jointly and
severally liable as Guarantor hereunder.
DATED this July day of 23 2002.
Guarantor: XXXXXXX XXXXXXX
