Exhibit 10.10
L E A S E A G R E E M E N T
OFFICE FORM
Net Lease
THIS LEASE AGREEMENT (the "Lease") is made and entered into as of this
1st day of January, 2001 by and between Principal Property Management, LLC
(the "Landlord"), and Pacific Webworks, Inc. (the "Tenant").
For and in consideration of the rental to be paid by Tenant and of the
covenants and agreements herein set forth to be kept and performed by Tenant,
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, the
Leased Premises (as hereinafter defined) and certain other areas, rights and
privileges for the term, at the rental and subject to and upon all of the
terms, covenants and agreements hereinafter set forth.
I. PREMISES
1.1 Description of Premises. Landlord does hereby demise, lease and let
unto Tenant, and Tenant does hereby take and receive from Landlord the
following: 26,200 square feet of the building located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ along with all grounds and parking areas.
1.2 Work Improvement. The obligations of Landlord and Tenant to perform
the work and supply the necessary materials and labor to prepare the Leased
Premises for occupancy are described in detail on Exhibit "C." Landlord and
Tenant shall expend all funds and do all acts required of them as described on
Exhibit "C" and shall perform or have the work performed promptly and
diligently in a first class and workmanlike manner.
1.3 Changes to Building. Landlord hereby reserves the right at any time
and from time to time to make changes, alterations or additions to the
Building or to the Property. Tenant shall not, in such event, claim or be
allowed any damages for injury or for inconvenience occasioned thereby and
shall not be entitled to terminate this Lease.
II. TERM
2.1 Length of Term. The term of this Lease shall be for a period of one
year with an automatic renew in one year increments up to a total of five
years. plus the partial calendar month, if any, occurring after the
Commencement Date (as hereinafter defined) if the Commencement Date occurs
other than on the first day of a calendar month. Each party may cancel the
lease within 30 days of expiration each year.
2.2 Commencement Date; Obligation to Pay Rent. The term of this Lease
and Tenant's obligation to pay rent hereunder shall commence on the last to
occur of the following dates (the
"Commencement Date"):
(a) January 1, 2001.
Except to the extent of any monies deposited with Landlord by
Tenant, Landlord shall not have any liability to Tenant arising out of the
failure of the Commencement Date to occur.
2.3 Acknowledgement of Commencement Date. In the event that the
Commencement Date occurs other than on the date set forth in Section 2.2(a)
above, Landlord and Tenant shall execute a written acknowledgement of the
Commencement Date in the form attached hereto as Exhibit "D."
III. BASIC RENTAL PAYMENT
3.1 Basic Annual Rent. Tenant agrees to pay to Landlord as basic annual
rent (the "Basic Annual Rent") at such place as Landlord may designate without
prior demand therefore and without any deduction or set off whatsoever, the
sum of Three Hundred Fourteen Thousand Four Hundred Dollars ($ 314,400.00).
Said Basic Annual Rent shall be due and payable in twelve (12) equal monthly
installments to be paid in advance on the first day of each calendar month
during the term of the Lease. Simultaneously with the execution hereof, Tenant
has paid to Landlord the first month's rent, receipt whereof is hereby
acknowledged, subject to collection, however, if made by check.
(a) For the purpose of this Lease, the parties agree that the net usable
rental space is 26,200 square feet and that the initial base rental is
computed at $12.00 per square foot per annum. If any payment is not made by
the tenth day following the due date of the payment, then there shall be added
to the payment an amount equal to five (5%) percent of the payment as an
agreed penalty and late charge, this agreed penalty and late charge shall be
added on the tenth day of each and every month in which a payment is
delinquent.
3.2 Additional Monetary Obligations. Tenant shall also pay as base
rental (in addition to the Basic Annual Rent) all other sums of money as shall
become due and payable by Tenant to Landlord under this Lease. Landlord shall
have the same remedies in the case of a default in the payment of said other
sums of money as are available to Landlord in the case of a default in the
payment of Basic Monthly Rent.
IV. PAYMENT OF TAXES AND OTHER ASSESMENTS
4.1 Tenant shall pay when they are due all property taxes, license fees
and assessments
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levied or imposed against the tenants assessable pro-rata share of the
premises or measured by the rent payable hereunder during the term of this
Lease or any extension thereof, by Federal, state, municipal or other
governmental authority; provided, however, that no law or practice postponing
the payment of such taxes, assessments or charges until after the termination
of this Lease shall relieve Tenant of the obligation to make such payments.
Payment of such taxes shall be made by Tenant to Landlord not later than
thirty (30) days following the date on which Landlord provides Tenant with
written evidence of such taxes in the form of a copy of the tax return or
notice. If Tenant fails to pay any of such taxes, charges or other
impositions when due, Landlord may pay the same under the provisions of
paragraph 5.2, hereinafter set forth. Anything herein to the contrary
notwithstanding, if Tenant deems excessive or illegal any such tax or
assessment, Tenant may defer payment thereof so long as the validity or the
amount thereof is contested by Tenant in good faith, in which case Tenant
shall furnish to Landlord a bond, in form reasonably satisfactory to Landlord,
in an amount equal to the amount of taxes or assessments so contested, which
bond shall guarantee the payment thereof with interest and penalties thereon.
V. SECURITY DEPOSIT
5.1 Deposit. Tenant has deposited in escrow the sum of 100,000 shares of
restricted common stock as security for the performance by Tenant of all of
the terms, covenants, and conditions required to be performed by it hereunder.
Such sum shall be returned to Tenant after the expiration of the term of this
Lease and delivery of possession of the Leased Premises to Landlord if, at
such time, Tenant has performed all such terms, covenants and conditions of
this Lease. Prior to the time when Tenant is entitled to any return of the
security deposit, Landlord may intermingle such deposit with its own funds and
use such sum for such purposes as Landlord may determine. Tenant shall not be
entitled to any interest on the security deposit.
5.2 Default. In the event of default by Tenant in respect to any of its
obligations under this Lease, including, but not limited to, the payment of
rent or additional rent, Landlord may use, apply, or retain all or any part of
the security deposit for the payment of any unpaid Basic Monthly Rent or
Additional Rent, or for any other amount which Landlord may be required to
expend by reason of the default of Tenant, including any damages or deficiency
in the reletting of the Leased Premises, regardless of whether the accrual of
such damages or deficiency occurs before or after an eviction or a portion of
the security deposit is so used or applied. Tenant shall, upon five (5) days
written demand, deposit cash with Landlord in an amount sufficient to restore
the security deposit to its original amount.
VI. USE
6.1 Use of Leased Premises. The Leased Premises shall be used and
occupied by Tenant for general office purposes only and for no other purpose
whatsoever without the prior written consent of Landlord.
Tenant agrees not to keep, use or permit to be kept or used on the
Leased Premises any flammable fluids, explosives or any "hazardous substance,"
"solid waste," or "hazardous waste" as
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said terms are defined in 42 U.S.C. 9601 (14), and 40 C.F.R. 261.1 et seq.
without the prior written permission of Landlord.
6.2 Prohibition of Certain Activities or Uses. The Tenant shall not do
or permit anything to be done in or about, or bring or keep anything in the
Leased Premises, which is prohibited by this Lease or will, in any way:
(a) Adversely affect any fire, liability or other insurance policy
carried with respect to the Building, the improvements or any of the contents
of the Building (except with Landlord's express written permission, which will
not be unreasonably withheld, but which may be contingent upon Tenant's
agreement to bear any additional costs, expenses or liability for risks that
may be involved).
(b) Obstruct or interfere with any right of any other tenant or occupant
of the Building or injure or annoy such persons.
(c) Conflict with or violate any law, statute, ordinance, rule,
regulation or requirement of any governmental unit, agency or authority
(whether existing or enacted as promulgated in the future, known or unknown,
foreseen or unforeseen).
(d) Adversely overload the floors or otherwise damage the structural
soundness of the Leased Premises, or Building, or any part thereof, (except
with Landlord's express written permission, which will not be unreasonably
withheld, but which may be contingent upon Tenant's agreement to bear any
additional costs, expenses or liability for risk that may be involved).
6.3 Affirmation Obligations With Respect to Use. Tenant will, at its
sole cost and expense, comply with all governmental laws, ordinances,
regulations, and requirements, now in force or which hereafter may be in
force, of any lawful governmental body or authority having jurisdiction over
the Leased Premises, will keep the Premises and every part thereof in a clean,
neat and orderly condition, free of objectionable noise, odors, or nuisance,
and which in all respects and at all times fully comply with all health and
policy regulations, and shall not suffer, permit, or commit any waste.
6.4 Suitability. Tenant acknowledges that except as expressly set forth
in this Lease, neither Landlord nor any other person has made any
representation or warranty with respect to the Leased Premises or any other
portion of the Building or improvements. Specifically, but not in limitation
of the foregoing, no representation has been made or relied on with respect to
the suitability of the Leased Premises or any other portion of the Building or
improvements for the conduct of Tenant's business. The Leased Premises,
Building and improvements (and each and every part thereof) shall be deemed to
be in satisfactory condition unless, within fifteen (l5) days after the
Commencement Date, Tenant shall give Landlord written notice specifying in
reasonable detail, the respects in which the Leased Premises, Building or
improvements are not in satisfactory condition.
6.5 Taxes. Tenant shall pay all taxes, assessments, charges, and fees
which during the
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term hereof may be imposed, assessed or levied by any governmental or public
authority against or upon Tenant's use of the Leased Premises or any personal
property or fixture kept or installed therein by Tenant and on he value of
leasehold improvements to the extent that the same exceed Building allowances.
VII. UTILITIES AND SERVICE
7.1 Obligation of Landlord. During the term of this Lease, Landlord
agrees to cause to be furnished to the Leased Premises during customary
business hours and during generally recognized business days the following
utilities and services:
(a) Telephone connection, but not including telephone stations and
equipment (it being expressly understood and agreed that Tenant shall be
responsible for the ordering and installation of telephone lines and equipment
which pertain to the Leased Premises).
(b) Snow removal service.
(c) Landscaping and grounds keeping service.
7.2 Tenant's Obligations. Tenant shall pay all charges, including but
not limited to charges for water, heat, gas, electricity and other public
utilities used on the leased premises, including all replacements of light
bulbs, tubes, ballasts and starters within a reasonable time after they burn
out. Tenant shall arrange for and shall pay the entire cost and expense of
all telephone stations, equipment and use charges, electric light bulbs (but
not fluorescent bulbs used in fixtures originally installed in the Leased
Premises) and all other materials and services not expressly required to be
provided and paid for pursuant to the provisions of Section 7.1 above.
7.3 Tenant to Insure Leased Premises.
(a) Tenant shall insure and keep insured the tenants leased portion of
the premises against the perils of fire, lightning, the "Extended Coverages,"
vandalism and malicious mischief, and Tenant shall carry insurance against the
risk of business interruption and loss of rents and income resulting from fire
or other hazards. The later described policy must provide coverage for six
months estimated income from the leased premises. Such insurance shall be in
an amount equal to one hundred (100%) percent of the replacement value of the
premises, including all improvements on the leased premises and shall be made
payable to Landlord and Mortgagee (if any) as their interests may appear.
Tenant shall be responsible for any damage to premises as a result of forced
entry into his space or burglary thereof. Such insurance provided for
hereunder shall be in a company or companies acceptable to Landlord and shall
be procured and paid for by Tenant, and said policy or policies will be
delivered to Landlord. Such insurance may, at Tenant's election, be carried
under any General Blanket Insurance Policy of Tenant; provided, however, that
a satisfactory Certificate of Insurance, together with proof of payment of the
premium, shall be deposited with Landlord.
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7.4 Limitation of Landlord's Liability. Landlord shall not be liable for
and Tenant shall not be entitled to terminate this Lease or to effectuate any
abatement or reduction of rent by reason of Landlord's failure to provide or
furnish any of the foregoing utilities or services if such failure was
reasonably beyond the control of Landlord. In no event shall Landlord be
liable for loss or injury to persons or property, however, arising, occurring
in connection with or attributable to any failure to furnish such utilities or
services even if within the control of Landlord.
VIII. MAINTENANCE AND REPAIRS; ALTERATIONS, ACCESS
8.1 Maintenance and Repairs by Landlord. Landlord shall maintain in good
order, condition and repair the Building and improvements except the Leased
Premises and those other portions of the Building leased, rented or otherwise
occupied by persons not affiliated with the Landlord. Landlord agrees for
the term of this Lease, to maintain in good condition and repair any latent
defects in the exterior wall, floor joists, and foundations, and to repair any
latent defects in the plumbing, electrical, heating and air conditioning
systems for one year after date of occupancy as well as any damage that might
result from acts of Landlord or Landlords representatives. Landlord shall not,
however, be obligated to repair any such damage until written notice of the
need of repair shall have been given to Landlord by Tenant and, after such
notice is so given, Landlord shall have a reasonable time in which to make
such repairs.
8.2 Maintenance and Repairs by Tenant. Tenant, at Tenant's sole cost and
expense and without prior demand being made, shall maintain the Leased
Premises in good order, condition and repair, reasonable wear and tear
excepted, and agrees to pay for all labor, materials and other repairs to the
electrical wiring, plumbing, air conditioning, and heating systems (including
spring and summer servicing, and replacement of filters as recommended by the
manufacturers). Tenant expressly and irrevocably waives the benefit or
applicability of any statute now or hereafter in effect which would otherwise
afford Tenant the right to make repairs at Landlord's expense or to terminate
this Lease because of Landlord's failure to keep the Leased Premises in good
order, condition and repair.
8.3 Alterations. Except as set forth on Exhibit "C" attached hereto,
Tenant shall not make or cause to be made any alterations, additions or
improvements or install or cause to be installed any fixtures, signs, floor
coverings, interior or exterior lighting, plumbing fixtures, or shades or
awnings, or make any other changes to the Leased Premises without first
obtaining Landlord's written approval. Tenant shall present to the Landlord
plans and specifications for such work at the time approval is sought. In the
event Landlord consents to the making of any alterations, additions, or
improvements to the Leased Premises by Tenant, the same shall be made by
Tenant at Tenant's sole cost and expense. All such work with respect to any
alterations, additions, and changes shall be done in a good and workmanlike
manner and diligently prosecuted to completion such that, except as absolutely
necessary during the course of such work, the Leased Premises shall at all
times be a complete operating unit. Any such alterations, additions, or
changes shall be performed and done strictly in accordance with all laws and
ordinances relating thereto. In performing the work or any such
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alterations, additions, or changes, Tenant shall have the same performed in
such a manner as not to obstruct access to any portion of the Building. Any
alterations, additions, or improvements to or of the Leased Premises,
including, but not limited to, wall covering, paneling, and built-in cabinet
work, but excepting movable furniture and equipment, shall at once become a
part of the realty and shall be surrendered with the Premises unless Landlord
otherwise elects at the end of the term hereof.
8.4 Landlord's Access to Leased Premises. Landlord shall have the right
to place, maintain, and repair all utility equipment of any kind in, upon, and
under the Leased Premises as may be necessary for the servicing of the Leased
Premises and other portion of the Building. Landlord shall also have the
right to enter the Leased Premises at all times to inspect or to exhibit the
same to prospective purchasers, mortgagees, tenants, and lessees, and to make
such repairs, additions, alterations, or improvements as Landlord may deem
desirable. Landlord shall be allowed to take all material upon said Leased
premises that may be required therefor without the same constituting an actual
or constructive eviction of Tenant in whole or in part and the rents reserved
herein shall in no way ▇▇▇▇▇ while said work is in progress by reason of loss
or interruption of Tenant's business or otherwise, and Tenant shall have no
claim for damages. During the three (3) months prior to expiration of this
Lease or of any renewal term, Landlord may place upon the Leased Premises "To
Let" or "For Sale" signs which Tenant shall permit to remain thereon.
IX. ASSIGNMENT
9.1 Assignment Prohibited. Tenant shall not transfer, assign, mortgage
or hypothecate this Lease, in whole or in part, or permit the use of the
Leased Premises by any person or persons other than Tenant, or sublet the
Leased Premises, or any part thereof, without the prior written consent of
Landlord in each instance. Such prohibition against assigning or subletting
shall include any assignment or subletting by operation of law. Any transfer
of this Lease from the Tenant by merger, consolidation, transfer of assets, or
liquidation shall constitute an assignment for purposes of this Lease. In the
event that Tenant hereunder is a corporation, an unincorporated association,
or a partnership, the transfer assignment, or hypothecation of any stock or
interest in such corporation, association or partnership in the aggregate in
excess of forty-nine (49%) percent shall be deemed an assignment within the
meaning of this Section.
9.2 Consent Required. Any assignment or subletting without Landlord's
consent shall be void, and shall constitute a default hereunder which, at the
option of Landlord, shall result in the termination of this Lease or exercise
of Landlord's other remedies hereunder. Consent to any assignment or
subletting shall not operate as a waiver of the necessity for consent to any
subsequent assignment or subletting, and the terms of such consent shall be
binding upon any person holding by, under, or through Tenant.
9.3 Landlord's Right in Event of Assignment. If this Lease is assigned
or if the Leased Premises or any portion thereof are sublet or occupied by any
person other than the Tenant, Landlord may collect rent and other charges from
such assignee or other party, and apply the amount collected to the rent and
other charges reserved hereunder, but such collection shall not constitute
consent or waiver of the necessity of consent to such assignment, subleasing,
or other transfer, not shall such
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collection constitute the recognition of such assignee, sublessee, or other
party as the Tenant hereunder or a released of Tenant from the further
performances of all the covenants and obligations of Tenant herein contained.
In the event that Landlord shall consent to a sublease or assignment
hereunder, Tenant shall pay to Landlord reasonable fees, not to exceed $l00.00
incurred in connection with processing of documents necessary to the giving of
such consent.
X. INDEMNITY
10.l Indemnification By Tenant. Tenant shall indemnify Landlord and save
it harmless from and against any and all suits, actions, damages, claims,
liability and expense in connection with loss of life, bodily or personal
injury, or property damage arising from or out of any occurrence in, upon, at
or from the Leased Premises, or the occupancy or use by Tenant of Leased
premises or any part thereof, or occasioned wholly or in part by any act or
omission of Tenant, its agents, contractors, employees, servants, invitees,
licensees, or concessionaires.
10.2 Release of Landlord. Landlord shall not be responsible or liable at
any time for any loss or damage to Tenant's personal property or to Tenant's
business, including any loss or damage to either the person or property of
Tenant that may be occasioned by or through the acts or omissions of persons
occupying space in the Building. Tenant shall store its property in and shall
use and enjoy the Leased Premises and all other portions of the Building and
improvements at its own risk, and hereby releases Landlord, to the full extent
permitted by law, from all claims of every kind resulting in loss of life,
personal or bodily injury, or property damage.
10.3 Notice. Tenant shall give prompt notice to Landlord in case of fire
or accidents in the Leased Premises or in the Building of which the Leased
Premises are a part or of defects therein or in any fixtures or equipment.
10.4 Litigation. In case Landlord, without fault on its part, shall be
made a party to any litigation commenced by or against Tenant, then Tenant
shall protect and hold Landlord harmless and shall pay all costs, expenses,
and reasonable attorney's fees incurred by Landlord.
XI. INSURANCE
Tenant will maintain insurance as follows:
a) Liability insurance naming Landlord as co-insured, as its interests
may appear, with limits of not less than $l million per person or accident.
b) Tenant shall maintain its own insurance protecting it from
interruption from business by reason of casualty, fire, legal, sprinkler
damage, or other interruption of business. All items required to be covered
by Tenant's insurance shall relieve Landlord of all direct or indirect
responsibility for the items so covered; the release of liability being one of
the conditions of this Lease.
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XII. CONDEMNATION - DESTRUCTION BY FIRE OR CASUALTY
If the Leased Premises are taken by condemnation or destroyed or
partially destroyed by fire, then, at the beginning of the month following the
date that the Leased Premises are not habitable, rent shall ▇▇▇▇▇ and the
lease period be extended until such time as the Leased Premises are rendered
reasonably habitable. The opinion of any MAI appraiser hired by either party
shall be binding upon the parties in effecting the determination as to whether
the premises are reasonably habitable. During such period as the Leased
Premises cannot be fully occupied, the term shall ▇▇▇▇▇, and the period in
which the building is not habitable shall not be charged against the term of
the Tenant; such period being added as an extension of term without payment of
rentals. If building is taken by condemnation, then Owner's responsibility to
Tenant is terminated, but this in no way shall affect the Tenant's damages in
condemnation against the condemn or for the loss of the use of the Leased
Premises during the remainder of the Lease.
If the whole of the Leased premises or any major portion thereof, as
would affect the Tenant's occupation and use of the Leased Premises, shall be
destroyed or partially destroyed by fire or other casualty, or rendered
untenable for any other reason other than the fault of the Tenant, this Lease
shall terminate at the election of the Landlord or the Tenant upon written
notice given within thirty days of the occurrence advising of the termination
and the grounds therefore. If Tenant does not terminate, then rental shall,
within three months of he date of the occurrence, advise Tenant that it will
not repair or refurbish the premises or that it will repair or refurbish the
premises. If Landlord repairs the Leased Premises to a habitable condition,
then rental and term shall recommence on the first of the calendar month
following the date the Leased Premises are placed in a habitable condition.
Tenant waives any claim arising out of destruction of any portion of the
Leased Premises, regardless of the reason that gives rise to the repair.
XIII. LANDLORD'S RIGHTS TO CURE
13.1 General Right. In the event of breach, default, or noncompliance
hereunder by Landlord, Tenant shall, before exercising any right or remedy
available to it, give Landlord written notice of the claimed breach, default,
or noncompliance. If prior to its giving notice Tenant has been notified in
writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of
the address of a lender which has furnished any of the financing referred to
in Part XV hereof, concurrently with giving the aforesaid notice to Landlord,
Tenant shall, by registered mail, transmit a copy thereof to such lender. For
the thirty (30) days following the giving of the notice(s) required by the
foregoing portion of this Section (or such longer period of time as may be
reasonably required to cure a matter which, due to its nature, cannot
reasonably be rectified within thirty (30) days), Landlord shall have the
right to cure the breach, default, or noncompliance involved. If Landlord has
failed to cure a default within said period, any such lender shall have an
additional thirty (30) days within which to cure the same or, if such default
cannot be cured within that period, such additional time as may be necessary
if within such thirty (30) day period said lender has commenced and is
diligently pursuing the actions or remedies necessary to cure the breach,
default, or noncompliance involved (including, but not limited to,
commencement and prosecution of proceedings to foreclose or otherwise exercise
its rights under its mortgage or other security instrument, if necessary to
effect such cure), in which event this Lease
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shall not be terminated by Tenant so long as such actions or remedies are
being diligently pursued by said lender.
13.2 Mechanic's Lien. Should any mechanic's or other lien be filed
against the Leased Premises or any part thereof by reason of Tenant's acts or
omissions or because of a claim against Tenant, Tenant shall cause the same to
be canceled and discharged of record by bond or otherwise within ten (l0) days
after notice by Landlord.
XIV. DEFAULT
14.1 If Tenant shall default in the payment of rental; then, if said
default is not corrected within five (5) days of the date of notice of
default, Landlord, at its election, may reenter the Leased Premises, terminate
the Lease, and anything to the contrary herein notwithstanding, and Tenant
thereupon waives service of any notice in writing of intention to reenter and
expressly waives all right of restoration of possession of the Leased
Premises, and Tenant will indemnify Landlord against all damages suffered by
Landlord by reason of such default, including attorney's fees and expenses
incurred in enforcing any of the terms of this Lease.
14.2 If Tenant fails to correct any other default in the performance of
the terms or conditions of this Lease other than the payment of rental and
shall not correct such default within twenty (20) days after written notice of
the default, then, Landlord, at its election, may terminate this Lease,
reenter the Leased Premises, anything to the contrary herein notwithstanding,
and terminate Tenant's right to the possession of the Leased Premises.
14.3 Tenant's obligation to correct the default and to continue making the
remainder of the lease payments due on the Leased Premises shall not terminate
on termination of possession, but shall be ameliorated to the extent that
Landlord is able, by the use of reasonable diligence, to obtain the correction
of the default and lease the Leased Premises to a new tenant.
XV. PROVISIONS APPLICABLE AT TERMINATION OF LEASE
15.1 Surrender of Premises. At the expiration of this Lease, Tenant shall
surrender the Leased Premises in the same condition as they were in upon
delivery of possession thereto under this Lease and shall deliver all keys to
Landlord. Before surrendering the Leased Premises, Tenant shall remove all of
its personal property and trade fixtures and such property or the removal
thereof shall in no way damage the Leased Premises, and Tenant shall be
responsible for all costs, expenses and damages incurred in the removal
thereof. If Tenant fails to remove its personal property and fixtures upon the
expiration of this Lease, the same shall be deemed abandoned and shall become
the property of Landlord.
15.2 Holding Over. Any holding over after the expiration of the term
hereof or of any renewal term shall be construed to be a tenancy from month to
month at the rents herein specified (pro rated on a monthly basis) and shall
otherwise be on the terms herein specified so far as possible.
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XVI. ATTORNEYS' FEES
In the event that at any time during the term of this Lease either
Landlord or the Tenant institutes any action or proceeding against the other
relating to the provisions of this Lease or any default hereunder, then the
unsuccessful party in such action or proceeding agrees to reimburse the
successful party for the reasonable expenses of such action including
reasonably attorneys' fees, incurred therein by the successful party, such
fees not to exceed $2,500.00.
Mediation and Arbitration. If any dispute or claim in law or equity
arises out of this Lease, Tenant and Landlord agree in good faith to attempt
to settle such dispute or claim by mediation under the Commercial Mediation
rules of the American Arbitration Association. If such mediation is not
successful in resolving such dispute or claim, then such dispute or claim
shall be decided by neutral binding arbitration before a single arbitrator in
accordance with the Commercial Arbitration rules of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.
XVII. ESTOPPEL CERTIFICATE
17.1 Landlord's Right to Estoppel Certificate. Tenant shall, within
fifteen (l5) days after Landlord's request, execute and deliver to Landlord a
written declaration in recordable form: (1) ratifying this Lease; (2)
expressing the Commencement Date and termination date hereof; (3) certifying
that this Lease is in full force and effect and has not been assigned,
modified, supplemented or amended (except by such writing as shall be stated);
(4) that all conditions under this Lease to be performed by Landlord have been
satisfied; (5) that there are no defenses or offsets against the enforcement
of this Lease by the Landlord, or stating those claimed by Tenant; (6) the
amount of advance rental, if any, (or none if such is the case) paid by
Tenant; (7) the date to which rental has been paid; (8) the amount of any
security deposit paid to Landlord; and (9) such other information as Landlord
may reasonably request. Landlord's mortgage lenders and/or purchasers shall be
entitled to rely upon such declaration.
17.2 Effect of Failure to Provide Estoppel Certificate. If Tenant fails to
furnish any Estoppel Certificate within fifteen (l5) days after request
therefor shall be deemed a default hereunder and, moreover, it shall be
conclusively presumed that: (a) this Lease is in full force and effect
without modification in accordance with the terms set forth in the request;
(b) that there are no breaches or defaults on the part of the Landlord; and
(c) no more than one (l) month's rent has been paid in advance.
XVIII. SIGNS, AWNINGS, AND CANOPIES
Tenant shall not place or suffer to be placed or maintained on any
exterior door, wall, or window of the Leased Premises, or elsewhere in the
Building, any sign, awning, marquee, decoration, lettering, attachment, or
canopy, or advertising matter or other thing of any kind, and will not place
or maintain any decoration, lettering, or advertising matter on the glass or
any window or door of the Leased Premises without first obtaining Landlord's
written approval.
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Tenant further agrees to maintain such sign, awning, canopy,
decoration, lettering, advertising matter, or other things as may be approved
in good condition and repair at all times. Landlord may at Tenant's cost, and
without liability to Tenant, enter the Lease Premises and remove any item
erected in violation of this Section. Landlord may establish rules and
regulations governing the size, type, and design of all signs, decorations,
etc., and Tenant agrees to abide thereby.
XIX. MISCELLANEOUS PROVISIONS
19.1 No Partnership. Landlord does not by this Lease, in any way or for
any purpose, become a partner or joint venturer of Tenant in the conduct of
its business or otherwise.
19.2 Force Majeure. Landlord shall be excused for the period of any delay
in the performance of any obligations hereunder when prevented from so doing
by cause or causes beyond Landlord's control, including labor disputes, civil
commotion, war, governmental regulations or controls, fire or other casualty,
inability to obtain any material or service, or acts of God.
19.3 No Waiver. Failure of Landlord to insist upon the strict performance
of any provision or to exercise any option hereunder shall not be deemed a
waiver of such breach. No provision of this Lease shall be deemed to have
been waived unless such waiver be in writing signed by Landlord.
19.4 Notices. Any notice, demand, request, or other instrument which may
be or is required to be given under this Lease shall be delivered in person or
sent by United States certified or registered mail, postage prepaid and shall
be addressed (a) if to Landlord, at the place specified for payment of rent,
and (b) if to Tenant, either at the Leased Premises or at any other current
address for Tenant which is known to Landlord. Notice shall be deemed given
when received or after two days of mailing, whichever is earlier. Either
party may address for giving notice by written notice to the other.
Landlord: Principal Property Management, LLC
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Tenant: Pacific Webworks, Inc.
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19.5 Captions, Attachments, Defined Terms.
(a) The captions to the sections of this Lease are for convenience of
reference only and shall not be deemed relevant in resolving questions of
construction or interpretation under this Lease.
(b) Exhibits referred to in this Lease, and any addendums and schedules
attached to this Lease and initialed by the parties shall be deemed to be
incorporated in this Lease as though part thereof.
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19.6 Recording. Tenant shall not record this Lease or a memorandum
thereof without the written consent of Landlord. Landlord, at its option and
at any time, may file this Lease for record with the Recorder of the County in
which the Building is located.
19.7 Partial Invalidity. If any provision of this Lease or the
application thereof to any person or circumstance shall to any extent be
invalid, the remainder of this Lease or the application of such provision
shall not be affected thereby and each provision of this Lease shall be valid
and enforced to the fullest extent permitted by law.
19.8 Tenant Defined; Use of Pronouns. The word "Tenant" shall be deemed
and taken to mean each and every person or party executing this document as a
Tenant herein. If there is more than one person or organization set forth on
the signature line as the Tenant, their liability hereunder shall be joint and
several. If there is more than one Tenant, any notice required or permitted
by the terms of this Lease may be given by or to any one thereof, and shall
have the same force and effect as if given by or to all thereof. The use of
the neuter singular pronoun to refer to Landlord or Tenant shall be deemed a
proper reference even though Landlord or Tenant may be an individual, a
partnership, a corporation, or a group of two or more individuals or
corporation. The necessary grammatical changes required to make the
provisions of this Lease apply in the plural sense where there is more than
one Landlord or Tenant and to corporations, associations, partnerships, or
individuals, males or females, shall in all instances be assumed as though in
each case fully expressed.
19.9 Provisions Binding, Etc. Except as otherwise provided, all
provisions herein shall be binding upon and shall inure to the benefit of the
parties, their legal representative, heirs, successors, and assigns. Each
provision to be performed by Tenant shall be construed to be both a covenant
and a condition, and if there shall be more than one Tenant, they shall all be
bound, jointly and severally, by such provisions. In the event of any sale or
assignment (except for purposes of security or collateral) by Landlord of the
Building, the Leased Premises, or this Lease, Landlord shall, from and after
the Commencement Date (irrespective of when such sale or assignment occurs),
be entirely relieved of all of its obligations hereunder and such obligations
shall, as of the time of such sale or assignment or on the Commencement Date,
whichever is later, automatically pass to Landlord's successor in interest.
19.10 Entire Agreement, Etc. This Lease and the Exhibits, Riders, and/or
Addenda, if any, attached hereto, constitute the entire agreement between the
parties. All Exhibits, Rider, or Addenda mentioned in this Lease are
incorporated herein by reference. Any guaranty attached hereto is an integral
part of this Lease and constitutes consideration given to Landlord to enter
into this Lease. Any prior conversations or writing are merged herein and
extinguished. No subsequent amendment to this Lease shall be binding upon
Landlord or Tenant unless reduced to writing and signed. Submission of this
Lease for examination does not constitute an option for the Leased Premises
and becomes effective as a lease only upon execution and delivery thereof by
Landlord to Tenant. If any provisions contained in a Rider or Addenda is
inconsistent with a provision in the body of this Lease, the provision
contained in said Rider or Addenda shall control. It is hereby agreed that his
Lease
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contains no restrictive covenants or exclusives in favor of Tenant. The
captions and Section numbers appearing herein are inserted only as a matter of
convenience and are not intended to define, limit, construe, or describe the
scope or intent of any Section or Paragraph.
19.11 Choice of Law. This Lease shall be governed by and construed in
accordance with the laws of the State of Utah.
IN WITNESS WHEREOF, the Landlord and Tenant have executed this Lease on the
day first set forth above.
LANDLORD TENANT:
BY: /s/ signature illegible BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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ITS: Managing Member ITS: Chief Executive Officer
BY:________________________
ITS: President
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