Exhibit 10.14
OFFICE LEASE AGREEMENT
THE DEL MAR MORTGAGE BUILDING
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BASIC LEASE INFORMATION AND DEFINED TERMS
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LEASE DATE: JANUARY 5, 2001
LANDLORD: THE WILDWOOD HILLS DEVELOPMENT, CORPORATION
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Attention: ▇▇▇▇ ▇. ROLES, PRESIDENT
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
TENANT: THE VESTIN GROUP
D.B.A. VESTIN MORTGAGE, INC.
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, COB, CEO
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
PROJECT: THE DEL MAR BUILDING
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BUILDING: The entire two-story office building located on the Project and
generally depicted on Exhibit "A".
LEASED PREMISES: The portion of the Building designated as suites 104,
105, 106, 107, 201, 204, 205 & 206 and generally
depicted on Exhibits "B & B-1" as the shaded area.
TOTAL RENTABLE AREA:
20,000 square feet, (gross).
TENANT AREA: 11,250 square feet, (gross).
TERM OR LEASE TERM: five years
INITIAL TERM: Sixty (60) 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: March 1, 2001.
EXTENSION TERMS: One five year term
MINIMUM RENT: $1.92+- per square foot of Tenant Area for the first Twelve
(12) months of the Term as listed below:
(1st year) $1.92+- per square foot of tenant area, March 1, 2001 to February 28,
2002 - $21,600.00 per month, $259,200.00 per year.
(2nd year) $1.94+- per square foot of tenant area, March 1, 2002 to February 28,
2003 - $21,830.00 per month, $261,960.00 per year.
(3rd year) $1.995+- per square foot of tenant area, March 1, 2003 to February
28, 2004 - $22,450.00 per month, $269,400.00 per year.
(4th year) $2.016+- per square foot of tenant area, March 1, 2004 to February
28, 2005 - $22,680.00 per month, $272,160.00 per year.
(5th year) $2.071+- per square foot of tenant area, March 1, 2005 to February
28, 2006 - $23,305.00 per month, $279,660.00 per year.
IMPROVEMENT ALLOWANCE: Landlord will provide no improvement allowance. The
suites are to be leased in "AS IS CONDITION".
SECURITY DEPOSIT:
N/A
EXPENSE STOP:
N/A
REPLACEMENT OF LEASE IT IS MUTUALLY AGREED THAT THIS LEASE, AS OF MARCH 1,
2001 SHALL REPLACE THE LEASE AGREEMENT DATED APRIL 8,
1999 BY AND BETWEEN WILDWOOD HILLS DEVELOPMENT, CORP.
AND DEL MAR HOLDINGS (VESTIN GROUP) D.B.A. VESTIN
MORTGAGE, INC. THE APRIL 8, 1999 LEASE SHALL BECOME
NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT,
EXCEPTING THAT THE BASE YEAR USED FOR TENANTS
PROPORTIONATE SHARE OF "PROJECT OPERATING COSTS" NOW
REFERRED TO IN SECTION 3 C. OF THIS LEASE AGREEMENT, AS
THE "RENTAL ADJUSTMENTS," SHALL USE APRIL 8, 1999 AS
THE BEGINNING OF THE BASE YEAR AGAINST WHICH ALL
"RENTAL ADJUSTMENTS WILL BE MADE.
PERMITTED USE: GENERAL OFFICE / ADMINISTRATIVE / AND WORK OF RELATED
PURPOSES.
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GENERAL TERMS AND CONDITIONS
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1. DESCRIPTION OF BUILDING AND LEASED PREMISES.
a. 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.
b. 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.
a. 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.
b. 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.
3. RENT.
a. 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 month 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
delinquent after the date due will bear interest at the rate of 12%.
b. PARKING CHARGES. TENTANT WILL PAY TO LANDLORD THE PARKING CHARGES SET
FORTH IN EXHIBIT C.
c. Rental Adjustments.
i. Definitions. For purposes of calculating the Rental Adjustments,
the following terms will have the meanings ascribed below.
ii. "OPERATING COSTS" 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 or otherwise) of
Tenant.
iii. "OPERATIONAL YEAR" means all or any portion of any calendar year
during which this Lease is in effect.
iv. "EXCESS COST" means the amount by which the Operating Costs for
any
Operational Year exceed the Expense Stop.
v. "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.
d. 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 of 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 that 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.
e. 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.
a. 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.
b. FLOOR LOAD. Tenant will not bring upon the Leased Premises
any item with weight sufficient to potentially cause damage
to, or that may jeopardize the structure of, the Leased
Premises of 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 to 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 an 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 in 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 than 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 reasonably
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 Premises without process of 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 the 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 ATTORNEYS' 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 costs, 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
effect. 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, stating 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 defaults 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
encumbrancer 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 effect, and if the rentable area of the Leased
Premises is reduced, the Rent 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 effective 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 sole
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
default 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 conditions 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 terms 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
Wildwood Hills Development, Corporation
an Arizona, Corporation
By:
______________________
▇▇▇▇ ▇. Roles
Its: President
TENANT
The Vestin Group
d.b.a. Vestin Mortgage, Inc.
a Nevada, Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
___________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Chief Executive Officer
EXHIBIT "A"
DEL MAR OFFICE BUILDING
PLOT PLAN
[PLOT PLAN]
EXHIBIT "B"
DEL MAR OFFICE BUILDING
FIRST FLOOR
[FIRST FLOOR PLAN]
EXHIBIT "B"(1)
DEL MAR OFFICE BUILDING
SECOND FLOOR
[SECOND FLOOR PLAN]
EXHIBIT "C"
TO
OFFICE LEASE AGREEMENT
(PARKING CHARGES)
So long as Tenant is not in default under this Agreement, Tenant,
during the Lease Term, will be entitled to the use, at no additional charge,
seventeen uncovered parking spaces. The tenant will lease fourteen covered
parking spaces designated as spaces 2,3,4,5 & 11 through 20. Tenant acknowledges
that parking rental per covered stall is initially $30.00 per month payable in
advance along with the monthly space rent.
CHARGES FOR THE FIRST (24) MONTHS
14 covered parking spaces X $30.00 per space = $420.00 per month X 12 Months =
$5,040.00 yr.
CHARGES FOR THE LAST (36) MONTHS
14 covered parking spaces X $40.00 per space = $560.00 per month X 12 months =
$6,720.00 yr.
SUMMARY OF ANNUAL PARKING CHARGES:
1st Year $ 5,040.00
2nd Year $ 5,040.00
3rd Year $ 6,720.00
4th Year $ 6,720.00
5th Year $ 6,720.00
----------
TOTAL $30,240.00
The Vestin Group
d.b.a. Vestin Mortgage, Inc.
Agreed: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
By, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Wildwood Hills Development, Corporation
Agreed:
----------------------------
By, ▇▇▇▇ Roles
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 ▇▇▇▇▇
County Recorder, in file 85 of Parcel Maps, Page 44. Suites 104, 105, 106, 107,
201, 204, 205, 206.
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
judgement 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,
painted, 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 of 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 by the Tenant
who, or whose employees of 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 person 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 Tenant 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 or 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 of the 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 OF FEDERAL REGULATION SUCH AS THE "AMERICANS
WITH DISABILITIES ACT."
EXHIBIT "F"
GUARANTY OF LEASE
GUARANTOR: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
DESCRIPTION OF LEASE: General Office Lease
DATE: January 5, 2001
LANDLORD: Wildwood Hills Development, Corporation
TENANT: Vestin Group, d.b.a. Vestin Mortgage, Inc.
PREMISES: Del Mar Building-Suite(s) 104, 105, 106, 107, 201,
204, 205, 206 (Approx. 11,250 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 to 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 judgement 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 day of 2000.
-------------------- -----------------
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Guarantor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇