K&M Lease Redacted

LEASE ACRET,NIEN'I
(l.,Jer)
THIS LE,\SI-] ACREEMENT ("Le.se") is made bet\r€€! Hdsch lnvcstnent Propeties Claig, I-LC. an Oregon lihited liability conpdy
("La ndlord ),
and Michacl w' Hoy. d indiyidual ("Tena nt"), dat€d lor refcrence purposes only as June 30, 201 1 ("d at€ of this Lecs€").
BASTC LEASE INIORMATTON
Df,SCRI P rION OF PREMISf,S: 271 I D. Cmig Road, Suite I, North Las vegas, Ne! ada 89030 (the Premis{s as sho$r on Exhibit A- I
),
consisLing ofapproximately 8,008 squde feet $ithin nuilding D (lhe
'Ruildiig") oflddlord's nullitenant dcvelopment known as Craig
Commer ceCcnt cr ( t he"Pr oj ect ") . ' Tenant \ Pr opo. t i o. at eShar €"of l hePr oj ect i s3. 658%.
Pf,RMITTED USE: CaJpel pad recyding and for no othcr purpose.
TNITL{L LEASI TERII: Thirry-six (36)months
SCITEDULED COMMIINCEMENT DATE: Seplefrber l, 201 I
BASE Rf,NT, OPERATING EX?ENSf,S AND Sf,CURITY Df,POSIT:
(a) Ba$ Rent due pursndt to Pa.agraph 3:
Seplenber 1,2011 thn September 10, 201 I
oct ober 1, 2011 t hr u ocl ober 31, 20l l $0. 00
Novenbr 1. 2011 t hr u Augusl 31. 2012,
Scptcnber l,20i2 thru Septdnber 3t, 2012 $0.00
Oclob* t,2012 thru August 31,2013
Septembcr 1,201.1 thru August31,20l.1
EARLY OCCUI'ANCY DAIE: N/A
SCI I EDULEDf , X?I R| TI ONDATE: August 3l . 20l 4
(b) Ienanfs Proponionale Shde ofFi6tYed
Fitirnated Operaiing Expenses pulsuanl 1()
Paragraph 4.2: 0 per month
(c) Securit) Deposit puNuet 10 PdJagraph 6:
(d) Mond y HVAC Senice Charge pursuant to
Paragmph 7.1.2r $0.00
NOTICE TO TDNANT:
7000 S. l'aradise ltoad, Suitc # I 071
No.iht.6 vesa. NV 891 l9
l,hone:(702) 485-9580
Fd:
_. _, , , . , , _
NOTICE NOTICE TO LANDLORD:
ADDRESSEST Harsh Invcstmcnt Prcperlies Craig. LLC
3111 South Valley View Rlvd.. Suile K-l0l
Las Vegas, Ncvada 89102
Attn: Property Moager
Fdr (702) 368'2930
BILLING AND LOCKBOX REMITTANCf, TO LANDLORD:
PAYMENI Oaig Commcrcc Cerr€r
ADDRESSES: Udt No, 19
P.O Box 5000
Portland, Orceon 97208-5000
BILLING TO TtrNANT:
Same as Notice Address
'IENAN'I'S
TAX?AYIIR lD H: 357-58-6705
GUARq.NTOR: N/A
TENANT CONTACT: Name: Michael W. Hoy l€lephonei (702)485-9580 Fa!:
N WITNESS WHEREOF, the
larries
hcrcto have executed ihis Lease, consisring of the foregoing B3.,tic Lease lnformation, the follo\lidg
Paragrrphs I through 29 (the "Sttnd.rd Lease Provisions") and Exhibib A (Project), A1 (Premises)' B (Iosurunce), c (sig.agc
Criteria), C-1 (Sign Spc.itiQtiont, D (Tedrnt Improvemcnt Agr€.ment, Inlention.lly Onitaed), E (Rules & Regulaliont f (Iurther
Proyisions), and c (cuarlnty of l*ase, Int€ntionally Onitt d) rnd H (Hazardous Mrtcrials
Questionnaire)
all of $hich are
incorporated be.ein by lhis reference (collectivcly, ihis "L€!se"). In urc cvont of any conflict between the provisions ofthe Ba-sic l-ease
lnfomarlon and the provisionsoflhe Stmddd L€6eProvisions, the Standard Lcdc Provisions slall contol.
Landlord Tenant
B! :
f l &$h l nvcsr menr Pr oper i e$ Coi C, LLC.
vf-
dFJ
Michael w. ltoy, an indiliddal
Revision 2 Nlarch 2004 - 2-
tenns and condilions, the Premises located in lhe Proiect and described in fie Basic Lease Information and shown on the
attached
EI!jU1-A.
Landlord reserves $e right to make such changes, addilions andor deletions to the Project and/or the
common arcas ard parking or other facilities thcreof as it shall detennine from time to tine.
2.
I9r!r.
2.1 Unless delayed or sooner terminated in accordanc€ herewiih. the lcnn oflhis Lease (the "Term") shall be as
set fbrth in the Basic Lease lnfornation. Ifthe Tenn Commencen€nt Daie (defined below) is not the first day of a calendar
monlh, there shall be added to the Term the partial month ("Partial L€as€ Monthi) lion rhe Tenn Comm€ncemenr Date
through Lhc lsst day ofthat calendar monih coniaining the Term Commencement Datc.
2.2 The TeIm shall commence as specified in the Basic Lease Infonnation on the Scheduled Tenlr
Conmencement Date unless the Landlord has not delivered the Premises to Tenant by that dare. h rhe latrer event, ih€ Term
Commencement llate shall be the earlier of the dale Landlord delivers the Prcniscs to Tenant or rhe date Tenant takes
posscssion ot commences use of any podion of thc Premises for any business purpose (including moving in). lf this Lease
contcmplates the construction oftenant improvemcnts in the Premises by Landlord, Landlord shalt be deem€dto have delivered
the Prcmises to lenant on the date determined by Landiord's space planner to bc thc date of substantial completion ofrhe work
to be pcrfomed by Lardlord (as describ€d in the l'enant Improvement Agrcement, if any, atrached hereto as
EIlriUlLD.
Tenant acknowledges that Tenant has inspected and accepts the Premises in thejr pfesetu condition, "ASIS" (WTH ALL
FAULTS), except for lenant ;nproveme$s (ifany) to be constructed by Landlord in the Premise".
2.3 Thh Lease shall be a binding conracrual obligalion upon execution and deliv€ry hereof by Landlord and
Tenant, notrvithstanding the later commencement of the Term. If the l enn Conrmencement Date is delayed, ihis Lcasc shril
nol be void or voidable, ihe Term shall not be cxtended (except as provided in Para$aphs 2. I & 2.2, and Landlord shall not be
liable to I'enant for any loss or damage r€suliing thereiiom; provided that Tenant sbalL not be liable for any Rent (defned
below) for aDy period prior to the rerm Commencemenl Date.
2.4 Upon tull erecution and delivery of this Lcase and receipt by Landlord of$tisfaclory elidcncc ofTenant's
compliance wilh the insurance provisions of the l-ease, Tenani rnay be pennitted lo occupy the Premises prior 1o the Term
Comnencement Date to install hrmilxre, fixtures aDd the like. Early occupancy shall not advance the expiratior daie ofthe
Lcasc and no Base Rent shall be payable, but Tenant shall be responsible lbr any separat€ly netered utility usage and bound by
all orher provjsions ofthe l-ease, including, wilhout limitation, Additional Renl (defined b€low). Dring any early occupancy
or othcr p€riod in which Landlord and Tenant arc sinultaneously occupying and-/or pcrfoming work in the Premises,
Landlord's construction supervisor sballbe authorized to resolve any conflicts asto scheduling, acc€ss or rhe like.
i. Rent: P.vment of Additional Renf: Operatins Expenses.
3.1 Subject to the provisions ofthis Paragraph 3, Tenant agrees to pay during the Term as rent for lhe Premises
the sums specitied in the Basic Lease Infomation (as increased ftom time to tine as provided in the Basic Lease lnformation
or as may otherwise be provided in this Lease) (the
"Base Rent"). Base Rent shail be payable in consecutive monthly
installments, in advance, withour prior notjce, demand, deduction or olTset, commencing on the Telm Commercement Date
and continuing on rhe first day ofeach calendar nonth thereafter, excepr that $e first tull nonthly instaument ofBase Rent
shall be payable upon Tenant's execution ofthis l,ease. lf the Telm Commencenent Date is not the first day of a calendar
month, then the Base Rent for the Partial Lease Month shau b€ prorated based on a 30-day month and shall be payable on the
first day ofthe calendar month following thc Telm Commencement Date.
3.2 All monies to be paid by Terdnt hereunder, including Tenant's Propodionate Share ofoperating Expenses as
specified in Paragraph 4 (estimaled ancvor rcvised), and all other amounts, fees, palments or charges payable hereunder by
Tenant (€ollectively,
"Additional Rent"), together with Base Rent, shall (i) each constitute rent payable hereunder (and shall
somelimes collectively be referred to herein as "Rent"), (ii) be payable to Landlord in lawtul money ofthe United States shen
due withoul any prior denand iherefor, except as may be expressly provided to thc contrary herein, (iii) be payable to Landlord
at l,andlord's Remittance Address set forth in the Basic Lease Infonnalion or to smh other person or to such other place as
Landlord may from time to time designatc in writjng to t enant, and (iv) if applicable, be pronted based upon a 3 0 day nonth
for anv Dartial month.
STANDARD LIASE PROVISIONS
(Ne0
l-andlord hereby leases lo l enant and Tenant hereby leascs liom Landlord, subject to the ibllo$ ing
Rcvision2 M.rcb 2004
- l -
Operatinq Uxnenses.
A.l Operating Erpeuses. ln addition to the Base Rent required to be paid hereunder, Tcnant shall pa)' as
Addilional Rent, Tenant's Propodionale Share of the Building and/o. Project (as applicable), as defined in the llasic Lease
lnformation, of Operating Expcnses (dcfined below) in the manner set foth below. Landlord alld Tenant acknowledge that if
the nunber ofbuildings which constitutc the Project increases or decreases, or ifphysical changes are made io rhe Prenises,
Building and/or Project or the configu?tion of any thereot Landlord may at its discretion reasonably adjust Tenart's
Proportionate Share of ihe Building and/or Project to reflecl the change. Landlord's determination of Tenant's Proportionate
Share of lhe Building and./or Proj€ct shall be conclusive abseni manifesi enor. "Operating lxp€nscs" shall nean all expenses
aDd costs of every kind and nature whlch Landlord shall pay or become obligatcd to pay, because ofor in connection with the
o*nership, management, Inainienance, rcpair, preservation, replacemeni and operation ofthe Building and/or Proj€cr and its
supponiDg facilities and such additional faciliiies now and in subsequent years as may be determined by LandLord to be
nccessary or desiable to the Building and.ior Project (as detemined in a reasonable manner) other than those expenses and
costs which are specifically attributable to Tenant or rvhich are expressly madc the financial responsibility of Landlord or
specific tenants of the Building or Project pursuant to this [-ease. Operathg Expenses shal] include, but are not limited to, tlrc
follolving:
4.1.1 Taxes. All real properry hres and assessments, possessory inlercst taxes. sales tdes, personal
property taxes, business or license taxes or fees, gross receipts taxcs, seNice payments in lieu of such taxes or fees. annual or
periodic license or use fces, excises, transit charges, and other impositions, general and special, ordinary and exrnordinary,
unforcseen as well as fo.eseen, of any kind (including fees "inlieu" of any such tax or assessment) which are now or lrereafter
assesscd, levicd, charged, confirmed, or inposed by any public authority upon ihe Landlord. Building, or thc Project. its
operutions orthe Rent (or any portion or component thereof). or any tax, assessm€ni or fee irnposed in substiturion, partially or
iotaliy, ofany oithe above. Operatjng Expenses shall also include any ta\es, assessments, reassessmenis, or other fees or
impositions with respect to the development, leasing, managenent, maintenancc, alleiation, repair, use or occupancy by Tensnt
of the Premises, Building or Project or an! portjon thercof,
jncluding,
witbout limitation, by or for Tenant, and all increases
therein or reassessm€nts thereof whelher the increases or reassessments result from increascd .ate anayor valuation (whether
upon a trausfer of the Building or Project or any portion thereof or any int€resi rherein or for any orher reason). Operating
Expenses shall not include inhedtancc or estal€ ta\es imposed upon or assessed against the interest of any person in the
Project, or ta\es computed upon thc b!s;s ofthe net incone ofany owners ofany ituercst in the Project. lfirshall uotbe
lawtul for Tenant to reimbulse Landlord for all or any p,tl1 of such tax€s, thc monthl)r rental payable to t,andlord under this
I..ease shaLl be revised to nel Landlord the same net rcnlal after imposition ofany such taxes by LaDdlord as would have been
payable 10 t-andlord priorto the payment of any such taxes.
4.1.2 Insutance. All insurance premiuDrs and costs, including, but not limited io, any dedu€tible amounts,
pfemiums and other costs of insurance incurred by Landlord. including for th€ insurance coverage rcquircd undcr Paragmph
I l . l herei n.
4.1.3 Comnon Area Maintenance.
.1.1.3.1
Repairs, replaccrnents, aDd general mainienance ofand for tne Building ard Prcject and
public and comnon areas a.d facilities ofand comprising the Building and Project, including, but not limited
to, the roof and roofmernbmn€, elevalors, mechanical rooms, alann sysiems, pest exterminalion, landscaped
areas, parking and service arcas, drivcways, sidewalks, truck staging areas, rail spur arcas, fire sprjntler
sysiems, sanitary and stom sewer lines, utility services, heaiing/ventilaljon/air conditioning syslems,
clcctical, mechanical or other systems, telephone cquipment ard wiring servicing, plumbing, ]ighring, and
any olher items or areas which affecr the opemtion or appearance of the Buildhg or Project, rvhich
delermination shall be at Landlord's discretion, except for: those items to the extent paid for by the proceeds
ofinsurance; and those items attributable solely orjoiftly to specifrc tenants ofthe Building or Project.
4.1.3.2 Repairs, replacements, and general mainteuance shall include the cost ofany improvements
made to or asscts acquired for the Project or Building that in Landlord's discretion may reduce any olher
Operating ExpeDses, including pr€sent or tuture repair work, are reasonably necessary for the health and
safety of thc occupants of the Building or Project, or for tle operation of the Building systems, serviccs and
equipment, or are required io comply with any Regulation, such costs or allocable portions thercof 1o be
amortized over such reasonable period as Landlord shall dctcrninc, together with i.terest on t}e unamonized
4.1.3.3 Palmenl under or for any easement, license, permit, operating agreemcnr, declaration,
restrictive covenant or instrument relalirg to the Building or Project.
Revhi.n 2 March 2004
- 4-
4.1.i.4 A1l expenses and rentaL rclar€d |o services and costs ol suppli€s, tuatenals and equipment
used in openting, managing and maintaining the Premises, Building and Projeol, the equipment therein and
the adjacent sidewalks, driveways, parking and service areas, including, without limitation, expenses related
to se icc agrccncnts rcgarding sccuriry, fire and other alann syslems,
janitorixl
services to the extent nol
tumished by Tenant under Paragraplr 7.2 hereof, window cleaning, elcvator maintenance, Building exterior
maintemnce, landscaping and expenses related to the adminisrration, management and opcration of the
Projecl.
4.1.1.5 Th€ cost of supplying any s€rvices and utililies rvhich benefir all or a potion of the
Premises, Building orProieci to the extent not tumished by Tenant undcr Paragraph 1.2 hereof.
4.1.3.6 Legal €xpenses and thc cost of audits by certified public acconntants; provided. however,
that legal exp€nses chargeable as Operatirg Expenses shall nor include the cost of negotiating ieases,
collecting rents, €vicling tenanis nor slall it include costs incuffed in legal proceedings wi$ or against any
tenant or to cnforce ihe provisions ofany lease.
,1.1.3.7
A managenent fee equal to five percent (5%) ofthe sum ofthe Landlord's effective gross
incone ftom the Proj€ct which consists of the gross rents charged the tenants ofthe Project plus expeNe
reimbursements and other op€ratiog income.
Iflhe .cnlable area ofthe Building and/or Project is not frrlly occupied d ring any calendar year oflhe TeIm as detennined by
Landlord, an adjustment shall be made in Landlord's discretion in computing the Operating Expenses for such year so that
Tenant pays an equitable potion ofall variable items (e.g., utiliries,
janitorial
services and other component exlenses thai are
affeclcd by variations in occupancy levels) ofoperating Expenses, as reasonably deternined by l-andlord; provided, howev€r,
that in no cvent shall l-andbrd be entitled to collect in excess of one hundred pcrcent (100%) ofthe total variable Operating
Expenses from all ofihe renanrs in the Building or P.oject, a, the case nay be.
'Ihe
aboye enuneration ofse ices and facililies shall notbedeemedto impose an obligation on Landlord to make availablc or
provide such services or facilities except to the extent ifany ihat Landlord has specifically agreed elsewhere in this Lcase to
make the sarne available or provide the same. Without limiring rhe generality ofthe foregoing, l cnant acknowledges and
agrees ihat it shall be responsible for p.oviding adequate security for its use ofthe Premises, the Building and the Project and
that Landlord shall hav€ no obligation or liabilily with rcspect thereto, except to the extent if any that Landlord has specificalty
agreed elsewh€re in this L€ase to provide the same.
4.2 Plym€nt of Ostimsied Operating Expenscs. "Estimated Operating Expens€s" lor any particrlar year
shail m€an Landlord's eslimate ofthc Operating llxpenses for such calendar year. During the last month ofeacl calendar year
during the Tenn, or as soon thereafter as practicable, Landlord shall gile tenant written notice ofthe Estimated Operating
Expenses for the ensuing calendar year. Tenant shall pay Tenant's Propotionate Share ofthe Estiinated Operatjng Expenses
with installnents of Base Rent for the calendar year to which the [stimated Openting Expenses applies in nonlhl]
iistallments on the first &y ofeach calendar month during such year, in advance, promted for any panial month, ifapplicable.
If at any time during the course of lbe calendar year, Landlord detemines that Operating Expenses are projecied to vary Fon
the then Estimated Operaling Expenses by nore than fivc percent (5%), l"andlord may, by written notice to Tenant, revise the
Esrimated Operating Expenses for the balance of such calcndar year, and Tenant's nonthly instaUnents for the remairder of
such year shall be adjusted so thai by the end ofsuch calendar year Tenant has paid to Landlord Tenant's Proportionate Share
offie revised Estimated Op€rating Expenses for such year.
1.3 Conputation oI Operating Expensc Adjustnr€nt. "Opernting Erpens€ Adjustment" shall mean the
difference between Estinated Operatjng Expenses and actual Operating Expenses for aDy calendar yed detennined as
hereinafter provided. Within one hundred twenty (120) days after the end of each cal€ndar year, or as soon thcreafter as
practicable, Landlord shall deliver to l enant a statement of actual Operat;ng Expenses for the calcndar year just end€d,
accompanied by a computation of Operating Expense Adjustment. Ifsuch statement shows that Tenant's payment based upon
Estimatcd Operaling Exp€nscs is lcss than Tenant s Proponionale Share of Operating Expenses, then T€nant shall pay to
Landlord the differencc within twcnty (20) days aftc. receipr of such statenent. If such staiement shows that Tenant's
payments of Estimated Operating Expenscs e{cecd
-I€nant
s Proportionate Share of Opemting Expenses, then
Grovided
that
Tenani is not in d€fault undcr this Lease) hndlord sballpay to Tenant the difference withinlwenry (20) days after deliver_v of
such stateftent to Ten6nt. If thb Lcis€ has been leminaled of the Tenn hereof has expired prior ro tb€ date of such statement,
then the Operaling Expense Adjushent shall be paid b) rhe appropridte parE within twenty (20) days after the date ofdelivery
ofthe statement- Tenant's froponionate Share ofthe Operating Expensc Adjustnrent shall be prorated based on a nDnth of 30
days and the nunber of calendar months during such calendar
)
ear $at this L€ase is in effect. Notwithstanding an)thing to the
conirary conrained in Paragraph.l.l or J.2, Landlord s failu.e lo prolidc any notices or statements within the iime pcriods
specificd in those paragraphs shall in no Nat e\cuse Tenant fronr its obl;gation to pay Tenant's Proponionale Shtre of
Operathg Expenses.
Rclision2 March 2004
4.1 Net Lease. Lhis shall be a net l-ease and Base Rent shall bc paid to Landlord nei ofall costs and etpcltscs.
cxcept as specifically prolided to ihe conlrary in this Lease. lhe provisions for payment of operaring F:'penses ir.t thc
Operating Expense Adjustment arc intended lo pass on to Tenant a.d reimburcc Landlord for all cosrs and expenses of the
naturc described
jr
Paragraph 4.1. incuaed iD conncction with the ownership, management, maintenance, repair. preservation,
replacement and operation oflhe lluilding andior Project and its suppoting facilities and such additional facitities no$ and in
subsequent years as may be dcte.nined by Landlord to be necessary or desirabte to the Buitding and/or
pfoject.
4.5 Tcnant Audit. If'lenant shall d;spute the amount set forth in any statement provided by l-andlord under
Paragraph 4.3 above, Tenant shall have th€ right, not later than twerty (20) days following receipt ofsuch staremenr and upon
the condition that Tenant shall firsi dcposit with Landlord the tull amount in disDutc. to cause Landlord's books and r€cords
with respect to Operating Expenses for such calendar year to be audited by certified public accountants selecred by Tenant and
subject lo Landlord's reasonable riglrt ofapproval. Tbe Operating Expense Adjusrnent shall be appropriately adjusted on th€
basis of such audit. Ifsuch audit discloses a liabilily for a retund in excess olten percent (10%) ofTenanr's Proporionare
Share ofihe Operating Expenses previously reported, the cost ol such audit shall be bome by Landlord; otherwisc the €ost of
such audit shall be paid by Tenant. If Tenant shall not request an audit in accordance wilh ihe provisions of this Pamgraph 4.5
within twent (20) days after receipl oflardlord's statement provided pwsuant to Paragaph 4.3, such statement shall be final
and binding lor all purposes hereoi Tenant acknowledges and agrees frat any information revealed in rhe above described
audit may contain proprietary and sensitive information and that significant damage could rcsult to Landlord if such
iifomation were disclosed to any pa,q other than Tenant's auditors. T€nant shall not in any mannerdisclose, provide or make
available any information revealed by the audit to any person or entity without l.andlord's prior written consent, which conscnt
may be withheld by Landlo.d in its sole and absolute discretion. The information disclosed by the audii wilt be used by Tenanr
solely for the purpose ofevaluating Landlord's books and records in comection wiih this
paragraph,{.5.
5. Dclinouent Paymenr Handling Charses. tf Tenanr is more than ren (10) days tare in paying any amount ofRent,
Tenant shall pav Landlord a late charge equal ro ten percenr (10%) ofth€ delinqucnt amount. In addnion, any amoud due &om
Tenant to I-andlord which is not paid within ten (10) days of the date due shall bear inrerest at an annual rate (the
',Defaull
Rate") equal to fifteen percenr (15%). Such late charges and interesl snall be deern€d and constitute Addirional Renr as defined
in this Lease, shall be paid wilhin fiv€ (5) days after dmand by Landlord and shall be in addition ro all other riqhrs and
remedies provided b t-andlord in tnis Leas€.
6.
!!!!I!!LDrp.S$.
Upon execuiion of rhis Lease, Tenanr sha11 pay ro l_andlord the amount of Security D€posit
specified in the Basic Leas€ Infomation. If Tenant defaults with respcct to any provision ofthis Lease, Landlord may. but shall
nor be required to, use, apply or relain all or any pan ofthe Securiry D.'posit. Ifany portion ofthe Securiry Deposit is so used
or applied. Ienant shail, within ten (10) days after demand iherefbr by Landlord. deposit wiih Landlord cash in an amount
sufficienr to restore the Securiry Deposit io the amount required to be mainrained by Tenant hereundcr. An)line rhe Base Reni
increases during rhe telm of this Lease, Tenant shall, upon written reqxesi riom l-andlord, deposir additionat monies eith
Landlord sufficienl to maintain the same fatio between the Security Deposit and the Base Rent as rhose amounrs are specified
in lhe Basic | .ease Information. Within a reasonable period follorving expiration or the sooner termination of this Lease,
provided that lenant has perlbmred all ofits obligations hefeurder, Landlord shall relum to Tenant the remaining porrion of
the Sccuriq? Deposit. The Security Deposit may be commingled by Landlord wirh Landlords othcr funds, and no interesr shall
7. Repairs and Maint€nanc€.
7. 1 Landl ord' sObl i qrt i ons.
1-l.l Landlord shall, subject to reimbursemenr under
paragraph
4, nainrain in good repair, reasonable
wear and iear excepted, the structural soundness ofthe rool fbundations, and exterior walls of the Building rogerher lvith the
colnmon ar€as and other equipment used ;n conrmon by tenants in tbe Projcct. The term "exterior walls" as used herein shall
not includ€ wjndows, glass or plate glass, dools, dock bumpers or dock plates, special srore fionts or office €ntries. Any
damage caused by or repa s necessitated by any negligence or act of Tcnalt, including, wirhout linitation, any conrracior,
employee, agent, invitee or visitor of Tenant (each, a
,,Tenant
Party,,) may be repaired by Landlord a. Landtord,s option and
Tenant's expense. Tenant shall inmediately give Landlord written notice ofany defect or need ofrepairs in such components
of the Building fot lvhich Landlord is responsible, after which Landlord shall have a reasonable opportunity and thc right to
enter the Premises at all reasonable times to repair same. Landlord,s liabilily with respect to any defecls. rcpairs, or
maintenance fbr which Landlord is responsible under any oftbe provisions oflhis Lease shall be limited to the cost of such
repairs or maintenance, and rhere sball be no abat€ment of rent and no liability of Landlord by reason of any inju.y ro or
interference rvirh Tcnant's bushess arising from the making ofrepairs, alterations or improvements in or ro any porrion ofrhc
Premis€s, the Building or the Project or to fixlures, appurrenances or equipment in the Building, excepi as provided in
Revislon2 March 2004
I'aragraph 15. By takirg possession ofthe Premises, Tenani acccpls then "as is," as being in good order, condition and repair
and thc condition in which Landlord is obligaied to dclivcr thcm and suitable for the Permified Use and T€nant's inierded
opentions inthe Prenises, wheth€r or not anynotice o|:acceptance is given.
7-l-2 At Temnt's expense, Landlofd shall have responsibiliiy for ihe performance of preventive
nainlenance, repair and replacemenr ofthe heating, venlilation and air conditioning (HVAC) systens serving the Premises. ln
addition to Bas€ Rent, Tenant shall pay a monthly HVAC Sewice Charge as set lorth in the Basic Lease Inlbrmalion, rhe
amount of lr'hich nay be increased by Landlord no more licquently than once per year. Altematively, Landlord rnay, upon
notice to Tenant, require Tenant to obtain a regularly scheduled preventative maintenance/service coniract at Tenant's own
expense and in such eved both the naintenance conlractor and the contract nust be approved by Landlord. Any service
conlract obtained by Tenant nust include all ser.{ices suggested by the equipment manufacturer within the
operatiodmaintenance manual and must become eflective and a copy thereof deliv€red to Landlord no later than th€ date
specified by Landlord.
1.2.1 Tenant shall (to the cxtent possible) contract for and pay directly when due for all gas. heat, air
conditioning, light, power, telephone and data, sprinkler charges, cleaning, waste disposal in excess of that provided by
Landlord, and oiher utilities and services (the
"SeryiceJ') used on or {iom the Pr€mis€s, together with any taxes (other than real
estate iaxet, penalties, swcharges or the iike pedaining thcrcb. Ifany such Services ar€ not separately billed or netered io
Tenani, Tenant shall pay an equitable sharc, as detemined ;n good faith by Landlord, ofalL charges
joinily
billed or metered
wilh other premises in the Project. Tenant shall also be responsjble and pay for any personal property, sales, use or income
ta\es associated with Tenant's use or occupancy ofthe Prem;sos, insurance required to be €anied by Tenant under the Lease,
and Tenant's repat and mainterance duties under the Lease.
7.2.2 Tenant shall at alltines during the Term at Tenant's expens. maintain all parts ofthc Prenises and
such poitions of thc Building as arc withjn the €xclusive control ofTenant in a good. clean and secure condition and prompily
make all necessary repals and r€placemeds, as deternined by Landlord, hcluding but not limited ro, all windo\rrs, glass,
doors. rvalls, including demising walls, and wall fulishcs. floors aDd floor covering, heating, ventilating and air corditioning
systems, ceiling insulation, lmck doors, hardware, dock bunpers. dock plates and levelers, pLunbing work aDd fixturcs,
dorrspouts, entries, skylights, smoke hatches, roofvents, elecirical and lighting systems, and fire sprinklers, with malerials
and lvorkmanship ofthe sarne chamcter, kind and quality as th€ original. Tenant shall ar Tenanfs erpense also pcrfonn regLrlar
rcnoval oftrash and dcbris. Nolwithstanding anyhing 1o the contrary contained herein, Tenanr shau, a! its expense, promptly
repair an) damage to the Premises or thc Building or Project resuliing liom or caused by any negligence or act of Tenant or
'Ienant's
Panies. Nothiry herein shall expressly or by implication render'lenant Landlord's agent or conlactor to effect ant,
fepairs or mainlenance required of Tenant under Paragraph 7.2, as to all of which lenani shall be solely responsible.
7.2.3
'Ienanr
shall bc responsible for and shall pay prior io delinquency any ta\es or governrnedal service
Ites, possessory interest taxes, fecs or charges in lieu of any such taxes, capital l€vies, or oiher charges irnposed upon, levied
\,! itlr rcspect 1() or assessed againsl its fixturcs, tumishings, equipment, personal propefy or its Alterations (defned belo$), and
on Tenant's interest pursuant to rhis Lease, or any incrcase in any ofthe foregoing. To the extent that any such ta{es are not
separarely assessed or billed to Tenanr, Tenant shall pay 1be amount thereof as invoiced ro Tenant by Lardlord.
7.2 Tenanf s Obl i sat i ons.
ImDrovements.Alterations & Mechanic!s Liens.
8.i ImDroYenents:Alterations.
8.1.1 Tenant shall not mate, or alLow to be made, any alterations, physical additions, improvements or
patitions, including wjthout linitation ihe attacbment of any fixtures or cq pnent, in, about or to rhe Premises
("Alterations") lrilhout oblaining the prior written consent ofLandlord, which consent shall not be unreasonably witbleld with
respect to proposed Alterations which: (l) comply with all applicable Regulaiions; (2) are, in Landlord's opinion, compatible
with the Building or the Project aDd its mechanical, plumbing, electrical, h€ating/ventilatiodair conditioning systems, and wilL
not cause the Building or Ptoject or such systems to be required ro be modified to comply with any Regulations (including,
without ,irnitation, the Anericans With Disabilities Act); and (3) will not int€rfere wirh the use and occupancy of any other
porlion of the Building or Projecl by any other tenanl or ils invitees. Specifically, but without limiting the generality of the
foregoing, Landlord shaLl have $e ight of written consent for all plans and specifications for the proposed Allcrations,
conshuciion means and merhods, all appropriate perrnils and licenses, any contractor or subcontractor to b€ employed on lhe
work of Altc.alions, and the tinc for peformance of such work, and may
jmpose
rules and regulations for contractors and
subcontraciors performing such work. Tenant shalL also supply 1o Landlord any documents and information rcasonably
Rer$ion2 March 200,1
- 7-
rcquested by Landlord in connection with Lardlord's consideration of a request for approval hereunder. Tenant slall cause all
Alterations to be accomplished in a good and workmanlike nanner, and to comply wirh all applicable Regularions. Tenant
shall at Tenant's sole expense, perform any additional wo.k required under applicable Regulations due to the Alterutions
hereunder' No review or consent by Landlord ofor to any proposcd Alteration or addirional work shallconstirute a waiver of
Tenani's obligations under this Paragraph 8.1. Tenant shall r€imburs€ Landlord for all cosis which l,andlord may incxr in
connection with granting approval to Tenant for any such Alterations, including any cosrs or expenses which Landlord nay
incur in elecling to have oulside ar€hitects and engineers review said plans and specifications. All such Alterarions shall
rema'n the propeF,r ofTenant untii rhe expiration or earlier tednination ofthis Lease, at
'vhich
time they shall be and become
lhe property of Landlord; provided, however, rhar Landlord may, at Landlord's oprion, require rhat Temnt, at Tenanr's
expense, remove any or all Alteralions made by Tenant and restore the Premises by the expiration or earlier termination ofthis
Leasc, to thcir condition existing prior lo the consnxcdor ofany such Altcrations. All sucb removals and restoration shall be
accomplished h a first-class and good drd workmanlik€ mamer so as not to cause any damage io the P.emises or Project
whatsocvef. lf Tenant fails to rcmove such Alteralions or Tenant's trade fixtures or fumiiure or orher pemonal property,
Landlord may keep and use them or remove anyoflhem and cause them to be stored or sold in acco.dance with aDDlicable law.
at Tenani's sole expense.
8.1.2 Notwilhslanding the foregoing, al I-andlord's opiion (but without obligaiion), all or any porlion of
fte Alterations shall be performed by Landlord for Tenant's account and Tenant shall
pav
Landlord's esrimare of the cost
thereof(including a rcasonable charge for t,andlord , overhead and profit) prior ro commenc;menr ofthe work. In aildirio., a1
Landlord's election and notwithsianding the foregoing, however, Ienant shall pay ro I-andlord the cost ofremoving any srch
Alterations and restoring the Premises to tlei original condilion such cost to include a reasonable charge for Landlor{:l's
oYerhead and profit as ptovided above. and such amount may be deducted from rhe Security Deposit or any oth€r sums or
amounts held by Landlord under rhis Lease.
8.1.3 At least ten (10) busincss days before bcginning constuction ofany Alteration, Tenart shall give
Landlord written noiice ofthe expected conmencement date oflhat conshrction to permit Landlord to post and record a notice
ofnon-responsibility. Upon substantial completion ofconstruction, ifthc law so provides, Tenani shall cause atimety notice of
completion to be record€d in the office ofdrerecorder ofrbe county in which rhe Building is locared.
8.2 Mechanic's Liens. Tcnant shall not cause, sutTer or permit any mechanic's or materialman's lien or clain to
be fi1ed or asserted against the Premises or thc Project for any work peformed, naterials furnished, or obligation incufied by or
a1 lhe request of Tenant or any I enant Part) .
t .
9.1 Permitted Use. Tenanl shall continuously occupy and use th€ Premiscs only for the Pennined Use staied in
the Basic Lease Infomaiiou (the "Permitted Use") and shall not create or pennit any nuisance or ulreasonable interference
wilh or disiurbance ofany other tenants oflandlord. Tenant shall at its sole cost and expense stdctly comply with atL exisring
or tuture applicable govemmenal larvs, rules, requtemenis and regulations, ard covenants, easemenis and reslricrions of
record govcming and relating io the use, occupancy or possession of rhe Premises, or to Tenant's use of the common areas
togeiher with all rules which nay now or hercafter be adopted by Landlord affecting tbe Prenises and/or rhe common areas
(collectively
"Regulations"). Should any Regulation now or hereafter be imposcd on Tenanr or Landlord by any govenrm€ntal
body relaling to the use or occupancy ofthe Premises by Tenant or any Tenant Party, then Tenant agrees, at its sole cost and
expense! 1o comply promptly wirh srLch Regulatrons.
9.2 Hazardous Materials. As used
jn
this Lease, the term "Hazardous Material" means any flammable items,
hazardous or toxic substances, including any substances defined as or included in tbe defmition of "hazardous subsrances",
"hazardous wastes", "hazardous materials" or "toxic substances" now or sxbsequenrly regulated und€r any applicable f€deral,
state or local laws or regulations, including without limitation pelrolcum-based producis, painls, pesticides, asbestos, PCBS
and similar €ompounds, and including any materials $rbsequently found to hav€ adverse e{Iects on rhe env}onment or the
heahh and safety ofpersons. Tenant shall no! cause or permit any HaTardors Malerial 10 be generatedr produced, brought upon,
used, stored, treated or disposed of in or about the Propedy by Tenant or any Tenani Paty lvithout the prior witten consent of
Landlord. Notwithstanding the foregoing,
'l
enant may, without Landlord's prior $ritten consent but in compliance with all
applicable laws and Regulations, use any materials customarily used by occupants ofcommercial ollice spacer so long as such
use does not expose the Premises, the Building or the Project to any meadngtul risk of contamination or danage or expose
Landlord to any liability therefor€.
10. Assisnment and Sublcttinq.
R.lision2 Mdch 2004
- 8-
10.1 Trlnslers: Consent. lenant shall not, wiihout lbe prionvriiten consent of Landlord, (a) assign, transfer,
mortgag€, hypothecale, or encumber this Lease or any estate or intcrcst herein, whether directly, indircctly or by operation ol
Iaw, (b) pennit any olher eDtity to becone a Tenant hereundcr by rnerger, consolidation, or other rcorganization, (c) ifTenant is
a corporalion, padn€rship, liniled Uability company, linited liabilily partnership. lrust, association of other business entily
(olher than a corporalion whose stock is publicly trad€d), permit, direclly or ind ectly, the transfer ofany ornemhip intcrcsr in
Tenant so as 10 tcsull in (i) a change in th€ cuffent control ofTenant, (ii) a lransftr oftwenty-five percert (25%) or more in the
aggr€gate in any twelve (i2) month period in th€ beneiicial ownership ofsuch entiry or (iii) a transfcr ofali or substantially all
of the assck ofTenant, (d) sublet any ponion of ihe Premises, or (c) grant any license, concession, or orhcr righr of occupancy
of or with respcct lo any portior ofrhe Premises, or (0 permit rbc uqc of the Premises by any party orhe! than Tenant or a
Te.ant Pnny (cach of thc €vents listed in this Paragraph 9.1 being refened to herein as a "Transfer"). Al least twenry (20)
business days prior to rc erective date ofany proposed Transfer, Tenant shall provide Landlord with a
qriuen
dcscription of
all terms and conditions of the proposed Transfer and all considenlion therefor, copies of the proposed documenialion, and
such informalion as Landlord nay reasonably require. Any Transfer nade without Landlord's consent shall be void and shall
constitute an Event of Default by Tenant- Tenant shall pay io Landlord $500 as a review fee for each Transfer requesi, and
reimbu|se Landlord for its rcasonabie attorneys' fees and all otlrcr costs incurred in connection with considering any request for
conseni to a proposed Transfer. Landlord's consent to a Transfcr shall not release Tenant ftom its obligations under this Lease
(or any guarantor of this Lease of its obligations with respect thereto) Landlord's consent to any Transfer shall not waive
Landlords rights as to any subsequent lransfers.
10.2 Cancellation and Recapture. Notwithsianding Paragraph 10.1, Landlord may (but shall nor be obligated
to), within len (10) business days after receipt of Tenani's written requcst for Landlord's consent to an assigtnnent or subletting,
cancel this Lease as to the portion ofthe Premises proposed to be sublet or subject to an assigment ofthis Lease ("Transfer
Spac€") as ofthe date such proposed Transfer is proposed to be effective and, thereafter, Landlord may lease such portion of
the Premises to the prospective transferce (or to any other person or entiry or not al all) wilhort liability to Terant
lnsurance. Waivers.Subrosation rnd Indennii!.
I1.1
!!!!I4!S9.
Ea€h oflandlord and Tenant shall maintain throughout the Term insurance policies as required
on
E!b!Li!g
atlachcd hereto and shall otherwise comply with the obligations and requirements provided on Exhibit B.
ll.2 Waiver ofSubroqstion. Landlo.d and l €nant each rvaives any claim,loss or cost it migit have against thc
orher for any damage to or theft, desrruclion, loss, or loss ofu5e of any properry (a
"Loss"), 1o the extent $e samc is insued
against (or is required to be insured against under fie terms hercol) under ary "all risk" property darnage insurance policy
covering the Building, ihe Project, the Premises, Landlord's or Tenant's fixrurcs, personal propefy, leasehold inprovements. or
business. regardless ofwhether the negligence ofthe other part_v caused such Loss.
11.3
!!]llg!!ilI.
Subj ect to Paragrtph 1 L2, Tenant shall indelnnit, delend by counsc 1 reasonably acceptable lo
Landlord, protect and hold harmless Landlord and irs afiiliares, and each of their respective d ectorc, shareholders, partners,
lenders, members, managcrs, contractors, afliliates and employees (collectively, "Landlord lndemnit€es") fion and against all
claims, losses, liabiliiies, causes of suit or action,
judgments,
damages, penalties, costs and expenses (inchding, without
limitation, rcasonable altomeyJ fees, consultant's fees, and court costs) adsing ftom or asserted itl connection with the use or
occupancy of the Prcmiscs, the Building or the Project by Tenanl or any Tenant Party, or aDy negligence or misconduct or
omissions of Tenant or of any Tenant Part) in or about the Premises or the Project, or Tenad's breach of any of irs covenants
under lhis Lcasc, €xcepl in €ach case to the extent arising from the gross negligence or wiUful misconduct of
'-andlord
or any
Landlord Indennitee. Except lo the extent expressly provided in this Leasc, Tcnant hercby waives all claims against and
releases Landlord and each Landlord Indemitee for any injury to or death ofpcrsons, damage to property or business loss in
any marmer rclaied to (i) Tenant's use ard occuparcy of the Pr€mises, th. Building or the Project by or from any causc
whatsoever (other than Landlord's gross negligence or willtul rnisconduct), (ii) acrs ofcod, (iii) acts ofrhird parties, or (iv) any
mafier outside ofihe reasonable conlrol oaLandlord. This Paragraph l l.3 shall surviv. temination or expiratjon oflhis Lcase.
I 1.
Rcvision2 Mdrcb 2004
12. Subori l i nat i on: At t ornrnent .
12.1 Subordination. This Leas€ is subject and subordinate to all present and tuture ground or master leases ofthe
Proiect ard to the lien of all nortgages or deeds oftrust (collectively,
"Security I'rstrun€nts") now or hereafter encumbering
the Project, if any, and to all renewals, exiensions, modificaiions, consolidarions and replacenents $ereof, and to all advances
madc or h€reafter to be made upon the security ofany such Securily Instrunents, unless the holders ofany such mortgages or
dccds oftrusl, or tbe lessors under such ground or master leases (such holders and lessors are sometines collectively refened to
herein as "HolderJ') requir€
jn
writing ihat this Lease be superior thcreto. Tenant shall, within fifteen (15) days ofrequest to
do so by Landlord, execut€, a€knowledge and deliver to Landlord such futher inshuments or assurances as Landlord may
deem n€cessary or appropriat€ to €vidence or conlirm the subordination or superioriry of this Lease to any such Security
12.2 Attornment. Tenant cov€nants and agrees that in the event that any proceedings are brought for the
fbreclosure of any mortgage or deed of trust, or if any ground or naster lease is terminated, it shall attom, witbout any
deductions or scl-offs whatsoever, to thc purchaser upon any such foreclosure sale, or to the lessor of such ground or nast€r
lease. as lhe case may be, if so requestcd to do so by such purchaser or lessor, and to recognize such purchaser or lessor as
'Landlord" undcr lhis Lease. In the evenl lhat the holder of any such motgage or deed of trust becomes the "Landlord" under
lhis Lease, such holder shall notbe liable for any act oromission ofLandlord
'vbich
occuned prior to such holder's acqu;sjtion
oftitle.
l l . Rul es and Repul at i ons and Si Tenant shall comply, and sball cause each Tenant Paty to comply, with the
Rules and Regulations of the Projecr which are attached hereto as
ErllhilLand
the signage criteria which are attached hereto
as Erhibit C. and all such nondiscriminatory modifications, additions, deletions and amendments thercto as l-andlord shall
adopt in good faith fiom time to tine.
14. Condenn:rtion. Ifthe entire Project or Premises are taker by right of eminent donain or conveyed by Landlord in
lieu thereof(a "Taking"), this Lease shall tenninate as ofthe date ofthe Taking. If any nateriai portion, brt less than all ofthe
Premises or the Building, becone subjcci 1() a Taking and such Taking will render the Premises untenantable for a period of
more than one hundred eighty (180) days, then Tenant may terminalc this Lease as ofile date ofsuch
'laking
by giving $aitlen
rotice io Landlord \l ithin dirqv (30) days after the Taking, and ali Rent paid or payable hcreundcr shall be apporlioncd belween
I-andlord and Tenant as olthe date of such Taking. lf any naterial portion, but less than all, ofthe Pfoject, Building or the
I'remises becom es subi ect to a l aking, or if Laldhrd is rcquired to pay a y of the proceeds received for a Taking io any Holder
of aDy Securily Instrumed, tlren Landlord ntay tern1inate this Lease by delivering written notice thereof to Temnt withiD thirly
(30) days afrer such Taking, and all R€nt paid or payable hereunder shall be apponioncd bclw€en Landlord and Tenanl as ofthe
date ofsuch Taking. lf this Lease is not so temimted, then Base Rent thereafier payablc hcreunder shall be abalcd for rhe
duration of the Taking in propo$ion io that portion of the Prenises rendered untenanlable by such Taking. If any Taking
occun, then l-andlord shall receive the entire award or other compensation for ihe land on which the Project is situated, the
Projcct. and oiher improvements taken, and Tenant nay seprat€ly pursue a clain (to rhe extent it will not reduce l-andlord's
15. Fire or Other Casraltv.
15.1 R€pair Estimate: Risht to Terminate. Ifall or any ponion ofthe Fremises or tb€ Projcct is damaged by
fire or olher casualry (a "Cesualty"), Landlord shall, within ninety (90) days after Landlord's discovery of such damage,
deiiver to Tenant its good faith estimare (the
"Damag€ Notice") ofrhe fime period following such notice needed 1() repair the
damage caused by such Casualty. Landlord Inay elect 1o terminate ihis Lease in any casc whcre (a) any portion of the Pr€mises
or any maierial ponion of the Project are damaged and (b) either (i) Landlord estimares in good faith thar the repair and
restoration of such damage under Paragnph 15.2 ("Restoration") €annot reasonably be compl€ted (withour the payment of
overtnne) within two hundred (200) days of Landlord's actual discover,J of such danaee, (ii) the Ilolder of any Security
Instrumeni requires the application of any insurance proceeds with respect to such Casualty to be applied to the outstanding
balance of the obligation secured by such Security Instrurnent, (iii) the cost of such Restoralion is not tully covered by
insurance proceeds available to Landlord and/o! payments received by Landlord f.on ienants, or (iv) Tenant shall be entitled to
an abatement ofrent under this Paragraph 15 for any period oftime in cxcess ofthirty-lhce perccnt (31%) ofthe renainder of
the Te|m.
15.2 Repair Oblisationi Abatement of Rent. Subject io Paragraph 15.1, Landlord shall, within a reasonablc
time alier the discovery by Landlord ofany damage resulring from a Casualty, begin wilh rcasonable diligence lo restore the
Prenises to substantially the same condition as existed imnediately before such Casualty, except for modifications requ;red by
Reguiations, and modifications to the Project reasonably deened desnable by Landlord; provided, however, rhat Landlord shall
Revision2 Maich2004 -
l 0-
not be required a5 pan oftbe Rcsloration to repair or replace any ofthe Alterations, fumiture, equipnent, fixtures, and othcr
inprovcments which nay have bccn placed by, or at the request ol Tenant or other occupants in the Premises. Landlotd shall
have no liability for any inconvenience or annoyance to Tenant or injury to Tenant's business as a resuh of any Casualty,
regardless of th€ cause therefor. Base Rent shall abate if and lo the exteni a Casually &nages ihe Pfenises ard rcndcn them
unfit for occupancy, and are not occupicd by Tenant.
16-
talLilg.
Tenant shali have lhe dght to thc nonexclusive use oflhe parking facilities ofrie Project for the parkjng of
notor vchicles used by Terant and Tenant Pariies only; such rights are not transferable wilhout Landlord's approval.
'fhc
use
ofsuch parking facilities shau be subjcct io such rules and regulations as may bc adopted by Landlord ilom time to time for the
us€ ofsuch facilities.
17. f,vents ofDcfault. ilach ofthe following occurrences shall be an "Event ofDef.ult" and shall constitute a malerial
default and breach ofthis Lease by l'enantr (a) any failurc by Tenant to pay Renl or any other amount due and payable
hereunder when due; (b) the abandonment or vacation of the Premises by Tenani; (c.i any failure by Tenant to obtaiD insurance
and/or deliver insurance certificates requircd under Paragraph I 1
;
(d) any failuc by Tenant to execute and deliver any cstoppel
certificate or other document described in Para$aphs 12 or 2l requesred by Landlord, where such failure continues fot Iile (5)
days atter delivery ofuriti€n notice of such failure by Landlord to Tenant; (e) any lailurc by Tenanr to tully per{om any olher
obligation ofTenant under rhis Lease, where such failure continues for thidy (30) days after delivery of l'dncn norice ofsuch
failure by Landlord to Tenant: (f) the voluntary or involuntary filing ofa pelition by or against Tenant or aDy gcncral partner of
Tenant or any guarantor (i) in any bankruptcy or oiher insolvency proceeding, (ii) s€eking any reliefunder any slatc or fbderaj
debtor relief law, or (iii) for the appointment of a liquidaror or receiver tbr all or substantially ail of Tenant's property or tbr
Tenart's inrerest h this Lease; (g) the default, repudiation or revocation of any guarantor of lenant's obligations hereunder.
Ary notice ofany failure of Tenant required under lhis Paragraph l7 shall b€ in lieu of and not in addition to. any notice
required under applicable law.
18.
B.q!.gll!gs.
Upon the occunence of any Event of Defaull b), Tenant, Landlord shall have, in addirion to any othcr
renedies available at law or in equity, the option to pursuc any one (1) ot more ofrhe following remedies, each and l1ll of
$hich shall be cumulative aDd noncxclusive, without any notice or demand $hatsoever:
o
",.,","1,:''-".J:ri:::*:."'ffi:,;1:*1::illJ'"n::;",ff;T,t;;ifi'.":;:H':,:"fr'l;:ill
llJi":,:,:i:"::
Gpccifically
including, without limitation, brok€rage commissions and advcnising lxpenses incurred, erpenses ofremodcling
the Premises, the Building, or any pofjon thercof for a new tenant, whelher for the same or a different use, and any special
concessions made to oblain a new tenani)l
I8.2 If Landlord does not eiect ro teminate tbis Lease on account of any Evenr ofDefault by Tenant. Landlord
may, ftom timc to time, without tenninating this Lease, enforce all ofits rights and .emedi€s under this Lease, including the
righi to recover all Rent as it becomes due.
18.3 Landlord shall ai all times have the right to seek any declaratory, injunciive, or olher equilable reliel ard
specifically enforce this Lease, o. rcslrain or enjoin a violation or breach of any provision hereot
I 8.,1 Following the occnnence of irvo instances of payment of Reni rnore than ten ( l0) days late in any twelve ( 12)
month period, the late charge set forth in Paragraph 5 shall apply ftom the date paymert was due and Landlord may require that
all r€maining monthly installnenrs of Reni payable under this Lease shall be payable by cashi€r's check or electronic funds
transfer two (2) months in advance, and may require that Ten,rnt increase the Security Deposit to an amorit equal to two times
the current month's R€nt at the time of the nost recent default.
18.5 Cure Temnts default at the expense of Tenant (A) imnediately and witboul notice in the case (l) of
emergency, (2) where such defauli uffeasonably hterferes wilb any other tenant in the Project, or (3) where such default will
result in the violation of any Regulation or the cancellation of any insurance poljcy maintained by Landlord, and (B) in any
orher case if such default continues for ten ( 1 0) days following the receipt by l enant of nolice of such default fiom l.andlord
and ail costs incurrcd by Landlord in curing such default(s), including, wilhort limitation, attomcyJ fees, shall be reimbursable
by Tenant as R€nt hereund€r upon demand, together with intcrest thereon. ftom the date sxch costs were incurred by Landlord,
at the Default Rale.
19. Surrender of Prenises. No agreement to accept a sunender ofdre Premjsos shallbe valid unless it is in writing and
signed by Landtord. At the expiration or earlier temiDalion of this Lease, Tenant shall detiver to Landlord all kcys to the
Premises. and Tenant shatl deliver to Landlord the Premises in the same condition as exist€d on the dale Tenant originally took
Rc\ision 2 M.tuh2001 - 1l -
possession thereof, ordinary wear and tear excepled. ln addition, priorto rhc cxpirution ofthe Tclm or any sooncr temination
thercol (a) Tenant shall rcnove such Alterations as l,andlord shall request (e!cn ifinstalle{l wilh Landlord's consent) and shall
restore the ponion ofthc Prenises afected by such Aherations and such rcmoval ro iis condition exisiing inmediately prior to
the making ofsxch Aiterations, (b) Tenanl shall remove from the Prenises all unanached rrade fixtures, fumiture, cquipment
and personal propery located in the tremises, including, wilhout linitation, phone equipment, wirjng, cabling and alt garbage,
$aste and debris, and (c) Temnt shall repair all danage io the lremises or the Project causcd by any srch rernovat including,
without limitation, full fcstoration of all holes and gaps resulttug ftom any such removal and repaituing required lhereby. All
perconal properry and lixtures of Tenant not so removed shall,lo th€ extent pemitled under applicable Regulations, be deemed
to have been abandoned by lerant and may bc appropriared, sol4 stored, desrroyed, or orherwise disposed of by Landtonl
without notice to Tenant and wirhout any obligation to accounr for such ii€ms.
20. Holdinsover. IfTenant holds ovcr after the expiralion or earlier temination ofrhe Tclm hereoi with or wilhout the
express or implied consent oflandlord, Tenant shali be only a month{o-month tenart and otbcrwise upon rhe tenDs. covenanls
and conditions herein specified and renani's Base Rent shall be at a rare cql,al to one hundrcd fifty percenr (150%) of the
monthly installnent ofBase Renr payable by Tenant inrmediately prior to such expiratjon or Dimrnarron.
21. Substitution or Denolition.
2l.l
E!!blltjl!!]l!.!.
Upon at leasl sixty (60) days prior written notice, Landlord may rclocate renant wirhin rhe
Project (or to any other facility owned by Landlord or an affiliate oflandlord
'vithin
the viciniq/ of the
project)
to substirure
space. As used herei.,
r'substitute
space" means space containing square ibotage which is nor more thar t5 per€ent grearer or
lesser than the approximate square footage of the Prenises sct forlh in rhe Basic Lease Infomaiion and which is comparable in
utility and condiiion io lhc Premises. Iflandlord exercises lhis right to relocate T€nant, Landlord shlll reimburse Tenant ibr
(a) Tenanl's reasonable out-of-pockei expenses for moving Tenant's tumiture, equipnrenr and supplies from rhe Prenises to the
substitute space; (b) the cost ofinstalling leasehold inprovements in the substilure space comparable ro those in rhe
prenises;
(c) reprinting lenanth stationery ofthe same quality 3nd quarriry as Tenani's starioneD, supply on hand imrnediately before
I-andlord's exercise of this relocation right. ln the event'lenant is felocated pursuant to this
paragraph
21, T€nant shall
sunender the Premises to Landlord in accordance with all terms and €ondiiions ofthis Lease
prior
ro the ternination ofrhe 60,
day period and shall pronplly upon Landlord's request execuie an arnendnent to this Lease which shall dcsigmte the substiture
spacc as the "Premises' subjcct io this Lease and adjust the Base R€nt and Addirional Rent ro retlecr any increase or decrease
Ln rhe fioor area oflhe substitute space or, if Tenant is relocated oulside the Project, to cxe€ute a new lease in substanriauy the
same lbrin as th€ exisring l,ease wilh the affiliate ofLandtord.
212
Dg!I!q!!!pL
Landlord shallhave the right ro ieminde this Lease ir the event Landlord elects to demolish 75
percent or inore of the total floor area in the building containing $e Prenises. In such evenr, Landlord shall give Tenant a
notice of temjrntion at least 180 days prior io the effcclive date of such termination and shall pay Tenanr, on the termination
daie, the cosl (less deprecialion) of Tenant's fixtures (other than removable trade fixlures) and of leasehold improvements
rnstalied in the Prcmises at Tenanfs expense. For th€ purposes of this provision, depreciation of t enant's fixrures and
leasehold improvemen$ shall be calculatcd on a slraightlinc basis over rhc
'l'eDn
of rhis Leasc (exctusive of any permitted
extensions ofthe Term). llpon payment to Tenant ofthe amount specified in this paragraph and any prepaid Rent or security
deposit, Landlord shall be relieved of all tu het Uability to Tenant hereunder and the Lease shall lerminate as of the effective
date ofsuch termination except for the rights and obligations accrued as of the date of such t€nnnaron.
22 Landlord Transf€rs and Liabilitv. Landlord nay, without restriciion, sell, assign or transfer in any manner all or
any po,tion of the Projecr, any int€rest therein or any of Landlofd,s righrs under fiis Lease and ften Landlord shall
autornatically be released from any turther obligations hereunder. Ihe liability of Landlord to Tenanr for aDy default by
Landlord urder the terms ofthis Lease or wilh respect to any obligation or liabiliry relded to the Premises or the Project shaU
be recove.able only Fom the inierest of Landlord in the Project, and neither Landlord nor any affiliare thereof shall have any
personal liabiliry lvith respect thereto and in no case shall Landlord b€ liable to Tenant for any lost profits. damage to business,
or any fonn ofspecial, indirecl or consequential damage on account ofany breach of this Lease. In the evenr ihat tlre holder of
a mortgage or deed oftrust on the Prenises becomes the "Landlord" under this Lease, such holder shall nol bc liable for any
act or omission of Landlord which occuffed prior to such holder's acquisirion ofritle.
Revisron2 March 2004
- 12-
23. llstoppel Certilicatesi Financial Statements. At any time and ftom time to timc during the Tem, Tenant shall,
without charge, execure, acknowledge and deliver to t,andlord within ten (10) days allcr Landlord's rcquest therefor, an
estoppel certificate in recordable fonn containing such factual certificarions and oiher provisions as are commonly found in the
estoppel cefificate forns requested by institulional lenders andpurchasers.
21.
Nq&S!.
All Notices, demands, conscnls, or other informarion desircd or required to be given under this Lease shall
be eftective only ifgiven in writing and sent by (a) certified United States mail, postage prcpaid, retum receipt requested, (b)
nationally recosnized express mail courier that provides written €vidence of delivery, rees prepaid, (c) facsinile, (d) United
States firstclass nai1, postage prepaid, or (e) p€rsonal delivery, and addressed ro the Addresses lror Notices as set forth in the
Basic Lease lnfornation, or at such other address as nay be specified ftom iime to time, in wriling, o., ifto Tenant, at the
Prenises. Any such notice, demand, consent. or other irfomation shall be dccrned gjven (i) ifsent by cetified mail, on the
date of delivery shown on $e receipt card, (ii) ifsent by courier, on the dat. it is officially recorded by such courier, (iii) if
delivered by facsimile, on the date the sender obtains written telephonic confirmation that the elechonic transmission was
received, (iv) if sent by United St3tes first-class rnajl, .lrce (3) business days liom the date rnailed, or (v) if delivered
personally, upon delivery or, ifrefrLs€d by the intended recipient, upon aticmpred delivery.
25. Pavment by Tenant: Non-Wairer. l.andlord's acceptance of Rcnt following alr Event of Default shall nor waive
Landlordk rights regarding such Event of Default. No waiver by Landlord of any violation or breach of any of the temls
coniained herein shall lraive Landlord's rights rcgarding any tuture violation of such terms. Landlord's scceptance of any
partial paym€nt ofRent shall not faive Landlord's rights wilh regard to the remaining porrion ofthc Rent tlal is due, regardlcss
ofany endorsement or other statement on any instrumeut delivered in payment ofRent or any writing delivercd in comection
therewith; accordingly, Landlord's acceptance of a patjal pa),ment ofRent shall nol consritute an accord and satisfaction ofthc
tull amount ofihe Rent that is due.
26. Cerlain Rishts Reserved bv l,andlord. Landlord hercby reserves and shall have the following rights wirh respecr to
the Premises and the Proiect: (a) to make inspections, repats, or inprcvenents, whether structural or otherwise, h and about
fie Preniscs or any part ihereol and (b) io enter the Prcnises at reasonable bours (or at any time in an emergency) to perform
repairs, to rake any acrion authorized lrereonder, or to show the Premises to prospecrive purchasers or lendc$, or, during thc
last six (6) months ofthe Term, prospeciive tenants.
21. Miscellaneous. If any clause or provision of this Lease is illegal, invalid, or unenforceable under present or tuture
laws, rcn the remaindcr ofthis Lease shall not be affected thereby. This Lease may not be amended except by hstrument in
wriling signed by Landlord and Tenant. No provision ofth; Lease shall b€ dccmcd 1o havc bcen waived by l.aDdlord uDlcss
such waiver is h writille sigred by Landlord. The tems and condiiions coniained in this Lease shall inure 1o the benefii of and
be binding upon the pafties her€to, and upon fieir respeclive successors in interest and legal representalives, except as
othelvise herein expressly provided. This Lease constiiutes the cntirc agreenent between Landlord and Tenant regarding the
subject matter hercof and supersedes all ordl statements and prior {ritings relating rhereto. Tenant and the person or persons
signing on behalf ofTenant represenl and rvarrant that Tenant has full righi, power, and aulhoriry 1o entcr into this l-easc, and
that all persons signing this Lease on its bchalf arc aulhorized to do so. IfTenant is compriscd ofmore than one paay, cach
such part-v shall be
jointly
and severally liable for Tenant's obligations under ihis Lease. Atl €xlibits and anachments aitached
hereto are incorporated herein by this r€ference. This Lease shall be governed by and construed in accordance with the laws of
the
jurisdiction
where the Project is located. In any action which Landlord or Tenant brings to cnforce its respeclivc righrs
hereunder, the unsuccesstul party shall pay all costs incuned by the prevailing party, including $ilhout lirnitation, reasonable
attomeys' fees and court costs. Tenant shall not rccord this Leas€ or aDy rnemorandum hereof. TO THE MAXIMUM
EXTENT PERMITTED BY LAW LANDLORJ AND Tf,NANT f,ACH WATVE RIGHT TO TRIAL BY JURY IN
ANY LITICATION ARISINC OUT OF OR WITH RESPECT TO THIS LEAStr. This Lease may be executed in any
nunber of counterpats, each of which shall be deemed an original. Tine is of tbe essence as to the performance of each
covenart hereunder in which time ofperfonnance is a factor.
28. No Broker. I-andlord and'lenant each warrant thai they havo dealtuithno real estate broker in connecrion with this
transaction with the exception of lhe brokers, if any, naned in Exnibit F. Landlord and Tenant each agree to hold each olhcr
hamless from and against any and all damages, costs and expenses resulling fiorn any claim(s) for a brokerage commission or
nnder's fcc thal may be asserted against eilher of th€m by any broker or finder with whon the othe. has deall.
29. Furt her
provi si ons.
i f anv. . r€ conrai ned i n Exhi bi t F. at t ached heret o.
Submission of this Lease to Tenant does not constilute an oDtion or off€r to lease and this L€ase is not effectivc
otherwise until ex€cution and delivery by bolh Landlord and Tenant.
Revision 2
- March 2004
- 13-
EXHIBI'I A
PROJECT
fRAIG
ROAD
'UI!Di\G
A 25?; T TRAIG RC]AD
BUI O : l GC
. 262Dt . aRAt 68OAD
SUI LDI NC B 2/ C7 [ . CRAI C FO, qD
Bl j LDt NC D 271 : [ . {R, AI CFO4D
9! i l e t
5ui t r E
Reririonl March2004
f,XHIBIT AI
PRf,MISES
( ] R. {I G
CoMMER( ] E CENI ER
Re\Gion 2 Mar.h.1004
- 3-
I]XHIBIT B
INSUTIANCE
Tenant's Insurance. lenanl shall, at Tenant's solc cost and expense. procure and keep in cffect lroln the date ofrhis Lease
(or earlicr aulhorizcd occupancy) and ar all tirnes until the end ofthe Tern1, rhe following insurancc covemge:
L Property Insurance. hsurance on all personal property and tixtures ofTenant and all improvcments made by or for
Tenant to the Premises on an "Ail Risk" or "Spccial lolm" basis, for the full reptacement value ofsuchpfopefy.
2. Lirbility Insurance. Conrnercial Gene|al Liability insurancc lvritten on an ISO CG 00 01 l0 93 or equivaleni form,
on an occrmence basis, w;dl a per occuncnce limit ofat least $1,000.000, and a mininum general aggregate limir of ar least
52,000,000, covcring bodily injury and propedy danage liabilitl occuning in or about ihe Prenises or arising out ofthe use
and occupancy ofthe Prcmises and/or the Project by l'enant or any Tcnant Paty. Such insurance shall include conMctual
liabiliry coverage insuring Tenant's indemnily obligatjons under this Lease, and shall be endorscd to name l,andlordj any
Holder of a Secudty lnsfument and any olher party specified by Landlord as an additional insured witl regard ro liability
arising out ofthe ownership, maintenaNe oruse ofihe Premises.
3. Workcr's Compcnsation and Employer's l,iability Insur:uce. (a) Worker,s Compcnsatlon Tnsurance as required
by any Rcgulalion, and (b) Employ€r's Liability Insurance in amounts not less than $1,000,000 each accident for bodily injur)
by accidcnt and for bodily injury by disease, and for each employee lbr bodily irjury by disease.
4. Commercial Auto Liability InstraDce, Conmercial auto Uability insurance wirb a combined linit ofnot less than
One Million Dollars ($l,000,000) for bodily injury and proped] damage for each accident. Such insurmce shall cover liability
relatmg to any aulo (includjng owned, hired andnon-owned autos).
5. Alterations Requirements. In lhe evcnl Tenant shall desire 1o perfom any Aiterations, Tenant shall deliver ro
Landlord, prior to commencing srch Alterations (i) evidence satisfactory to Landlord dlat Tenanr canies "Uuilder's Risk"
insurance coveing construction of such Alteralions in an amount and folm approved by Landlord, (ii) sucb orher insurarce as
Landlord shall reasonably require, and (iii) a licn and completion bond or otber securit] in form and amounl sftisfactory to
Landlord.
6. Gencral Insurance Requirements. All coverages described in this Eihihit B shall be endorsed to (i) provide
Landlord with thirty (30) days' notice of cancellation or change ill terms; and (ii) be primary and non-contributing with
Landlofd's
jnsurance.
The property insurance coverage required of lenant shall be cndorscd to waive all rights of subrogation
by fte tusurance carr;er against Landlord or sball otberwise staie thar the carier shall be so bound bl, Tenanr,s wajver ofthe
canier's right of subrogalion. If at any time during the l erm the amounl or covera-qe of insurance which Tenant is required to
cary under this
Elibil!
is, in l-andlord's reasonable j udgment, materialty lcss than the alnoulll or
Dpe
of insurance coverage
O?ically
caffied by owners or ienants ofpropenies located in the generai area in which the Prenises are locared which are
similar to and operated for similar puryoses as the Premises or ifTenant's use ofihe Prcmises should chanee with or wirhout
Landlord's coDsent, I-andlord shall hale the right to rcquire Tenanl to ;rcrease the amount or changc thc types of insuraDce
coveragc rcquired under this Exhibit A. All insurance policies requircd to be caried by Tenant under this l-case slall bc
written by companies raled AX or better in "Best's Insurancc Guide" and autboriTed b do business in the Stare ofNevada.
Deductible amounis under all insurance policies requied to bc canied by Tenanl under this l.ease shall not exceed 510,000 per
occurence- Tenant sh3ll delivcr to Landlord on or betbre lbe Telm Connnencencnl Datc, and thereafter at least thirty (30)
days before the expiration dales of the expired policies, certified copies ol Tenant's insurance policies, or a ceftificate
evidencing the same issued by the insurer ftcreunder, and, if Tenant shall fail to procure such insxrancc, or 1() deliver suclr
policies or ccrtificates, Landlord may, at Landlord's option and in addition to Landlord's orher relrledies in ths cvcnt of a
delitult by Tcnant under the l-ease, procure ihe samc for the accounl of Tenant, and the cost thereof(witl inreresr thcreon at the
Defhult Ratc) shallbe paid to l,andlord as Additional Rcnt.
Landlord's Insuraoce. All insurance mainlained by Landlord shall be for the sole benefit ofLandlord and under Landlord's
r. Property Insurance. Landlord agrees to maintain property insurance insuring thc Building agajnst damage or
dcstruction due to risk inclxding fire in an anount not less than the replacem€nt cost thercol in the fonn and with deductibles
and endorsements as selected by Landlord. At its election, Landlord n1ay instead (but shall have no obligaliorl lo) obtain "All
Risk" coverage, and may also obta;n €arthquake, pollulion, and/or flood insurance in amounls selectcd by t.andlord.
2. Optional Insurancc. Landlord, at Landlo.d's option, may also (but shall have no obligarion to) caB] (i) insurance
against loss ofrent, in an amount equal lo the amount ofBase Renl and Additional Rent that Landlord could bc required io
abalc to all Project renarrts in the evenl of condemnation or casualty damage for a period of fivelv€ (12) nronrhs; and (ii)
liabilily insurance and sucb other insurance as Landlord may deen prudent or advisabie, in€luding, witlout linitation, liability
insurance in such amounts and on such terms as Landlord shall determine. Landlord shall not be obligated to insure, and shall
havc no rcsponsibility $ha6oeler lor anv damage to, any fumiture, machinery, goods, irventory or supplies. or orher personal
propety or fixtures which Tenant may keep or mainlain in the Premises, or any leasehoid improvements, additions or
alteralions within the Premises
Revnionz March 200,1
7.
9.
10.
l l .
12.
13.
15.
EXHIBIT C
SIGN CRITtrRIA
&qare.
These Sisn Crileriahalc bcc! cstablished fo.1he pueoseofniainr^iningaconsisleiroleraltappearanoe
oflhe Pro.jecr
dd shall bestriclly enidced
Sisnase. As used hercin, Si$age shall nean any signs, advertising placards, bmnes, pcnnanrsj nanesj insigiias, llademarks,
balloons, flags. decah or other deconlile or descriptive rnatcrialinslalled oD the Prcject.
Tenanl Responsibilitv. Tenmt, ar fts sole expense. shall be responsiblc lbr any Sigrage itequnes a1 the Premises, includin-q
conforming with thesc Sien Cdleriaand allapplicable laws. oblaining required pemits, installins, maintainin8 and r.noving such
Signage, as wellar resto.ing lhe Prenises loLddlord's salisfaction afte. such Signagc is removed.
Approjgd!s!rt!a!!s!.
Tendt shall cohfact eith a proilssionilly licensed sign conpany dpproved by Laldlord tbr thc desien,
labricatjon and instdllation of Tenanfs Sienagc.
talldlod]\ulplalBlSlrl9d.
Tendt shallobiain l-addlord\ w.itten approvalprio. ro the lnslallalion or removalofany Signage
onthePrenises. ttio. to Tenmt's Sisnage i6taualion, Tenant shall subnit to Lddlord for i1s revicw and approval, ascaled
drasing of Teidt's prolosed Signage includingcoloN, construction detaih. method ofaltachnent. eleclrical loadsand elcctrical
plos. Any sign installed withoul the prior approyal oi Landk will be brought nrto confomity or redoved at l enant's expense.
E!!]!iq9d_$ejuAq
Tendt shall be pemfted ldenlillcalion Signage at Tendt: nain enrrance displaying Tenot s business name,
rype
ofbusinss and/or logo only. Tenant shall also be pernittcd Informaljon Signage at Tenanl\ main entrmce displaying
Tenanl's hours of op$atior and srch othd infodation approred by Lddlord. Landlord shdll desi$ate rhe specific locationof
Sien Sllqifuatjals. A1l Tcndt Si$age shallcornply $iLh lhese Sien Criteria dd rhe Sign Specifications arlached herelo as
Uxhibit C-1.
Insiallation. Tenant shall notiry Ludlord prior to the installation ofany Sisrae€. Tenanr or its contraclor shallrcpair ady damagc
to anypropc4 caused by such inst.llalion work.
lbiqls'a4gg.
Tenant shallbe solely responsible iorfie prcper mainicnarce of i$ Sig.age, including illlmination. t.andlo nar
repajt or dainta'n I enanfs Siendge, at Tenanf s oxpersc, if Tenant has not commenced required mdntendcc of its signaec sithin
ten days afle. receipt ofwdtter noticc Aon Lddlord inloming'l enant ofsuch rcqlircd rcpaiB or mairte.ance
Removal. Tenmt shall rcmovc ailoiits Signage upon fie exp;ation or carly lenninaiion ofrhe Leate tenant shlll.ori|l
Landlord priorto such renoral. Lddlord. at Tetrul's expenr, shail repair &y d@ase to the building reguired as a reirlt of
'l
enanl s sign.eno!al.
lnterio.Signdse. Except as provided herein, no signs visible fron the exte.ior ofthe Pfemises shallbc pcrmitt.d in thc intcriof of
lhc !remises witho Landlord\ consenl.
Vehiclc
_SjgjD.
Withoul resticling
'l
endfs righ 1o park its deliverr or orher vehicles used in lhe nomalcou^e ofblsiness on the
P.oject. no signsnry be atfixed to anyrchicles or !.ail€rs parked on the Project that advedise promolions or d irect customers to
Prchibit€d Sig!!. Siens cotrsisling ofdoving, sringing. rolatjng. flashin& blinking scinlillating, lluc!&ting or olhenvise
animared liShr deprohibiled. Ofl-pr€mise sigtN oruy sier irNtall€d for 1te pu.posc oladvenising aprodud, ev€nl, peNon. or
slbject not rclated to rhc premises upon $hich said sign is located are prohibiied. sithout rwilten consent ofrhe Landlord.
No Exccplions. Except as provided h*ein. no Signage shall be aftlxed, withoul I-ddlord \ prio. approval. anywhere on the
Prcject, including but no1 limit.d to on the glas. in l,1re window area or on ibc cxlcriorwalls ofthe building, landscaping deas,
sldewalks orlhe drile*ays or parkins dcas ofthe Pfojcct.
Chanles. These Sign Crileria are subject to chmge by Landlord. In the event Landlord chaDges th€ Si$ Cdleria lbr the Projecr
durin8 thc lem oflhis Lc6e, Lodlord may update Tenant\ Sig.age in compliance with the re* Sign Crileria prolided ihat any
costs associatedsith such clanec shall be atLandlord\ sole expelse.
Re\ision 2 Matrh.1001
- 5-
EXHIBIT C-I
SIGN SPIICIFICATIONS
Thesesi gnspeci f i cat i onsf orCrai gCommerceCeerareanat t achment t ol , and] ord, ss; gnCri t erj aandarei ncoryorat e(t
ldellifilqlilq
Si gnase
l Tenant's Identification Signage shall onlv b€ installed inthe area designatedbv Landlord on thc Build;ng
2. The letter sryle, wording and logo shall be submilted to Landlord for approval
3. Tenant shal l beresponsi bl ef orel ect ri cal requi r€meni s, i ransf oi mcrspeci f i cat i ons, condui t l ocat i onsandot her
electricat criteria ass;ciated with any illuminated sign. Ihere shalt be no exposed wiring, conduits or transformers
4- The following criteria shall apply for premiscs located on 2625 E Ctaig Road and2707 E Craig Road:
a. Tenanl Identification Signage shall noi exceed 75% oftbe lcngth oftbe storelionl Maximxm letter or logo
height shall not exceed t' 6;'. The sign mav exceed this hejght limit provided the total area ofthe sign does
not etceed 45 squar€ feet
Per
baY.
b. Signs shall consist ofindividual lett€n and may be inlemally illuminaled. The face ofthe lefers and ioso
sh;l be construcred of acrylic+tnsric ar ieasr 3/l6" thick or UL approved metal and fastened to lhe individual
channelized netal letrers in ;n approved nranner. {ndividual paD charmel or rev€rse channel letters are
acceptable. No more rhan two rows of letters are pelmiiled-
5. The fo Llowing criteria shall applv for premises located on 2629 E Craig Road and 2? l I E craig Ro3d:
a' si cnsshal l benadef i omhi ghdensi t yf oamcut l et t erswi i hbi ackorcol orcd(not t oexceedf i ] eecol ors)
fascia and btack or colored (iot to exceed three colors) sides in a font stylc to be specifi€d by Tenant Signs
wi l l begl ueadheredl ot heconcret ef accof t hebui l di ngi nal oca| i ont obedesi gnat cdbyLandl ord.
b. The letter sttle, lvording and logo shall be subnirted to l-andlord for approval
Ihe maxirnum sign dimensions, including Tenant's logo' shall be 2' 6" in heiSht and-g' 0" h lengrh
sign and/or logo ihalt be centered wilhin ihe cenlcr panel above the main ennance Lellers and logo
have a minimum depth of 2" ro 2 %".
No electrical signs shall be permilled
Following. for tbe purpose of referencc onlv' is an exanple of a tpical to-scale sign layout
Informalion Sienage
l. Tenant's Infomalion Sjgnage shall onlv bc installed in the area designated by Landlod on th€ door or storeftont of
1he building at Tenant's nain entrance
2. The letter sryle anduording shallbe subnitted to Landlord for approval
3. Tenant's Infomation Signage shali consist ofvinvl letters notto exceed 2" in height'
Tlre
shall
ABC CO
Re!isLon.2 Md.h 2004
EXHI BI T E
RULtrS AND REGULATIONS
Ixcept as otheflise provjded in the Mulli-Tornt Lease to shich rhis cxhibit is atlached,lhe follo{ingrules andregulations shllapply:
l. the sidewalk, cnlries aid diveways ofthe Project shalliot be obstructed by Tenant or its agcnts orusedby lben fo. antplrpose othcr than
ingess and eercss 10 ud froD the Prenises.
2. Tenant shall not place dy objects, including antennas. outdoo! turni1ure, ctc.. in llre pa ing ders, landscrped areas or other deas ourside ofits
hcmiscs or on the r@f of thc Prcjcct.
3. Ercep t for seeing-e) e dogs dseNice aninals, no aninals slallbe allowcd in d,e offices. halh or coddos in the lrcject.
,1.
TeMnl shall do! disrurb the @cupdls oflhe Prcject or ddjoinins buildinss by the u$ ofany ndio or musical insimcnt or by rlre makins of
loud or impropcr noises.
5. IfTen.nt desiEs t€leg.aphic, telephonic or othef elecrric comectioN in the ?remiscs, Landlod or its agdt willdireclthc.lect ician as to wlrrc
and how tlc wircs nay bc lnroduced and, wiiroul such direclion, no boring or oltling ol sires $ ill be pemritt€d. Any such installation or connection
slFll be mlde at Toant' s er?flse.
6. Tenant shall not install or opcElc aay steam or
Cas
engine or boilq d cd,
r."
on any nechmical business in the Prenrises except 6 specifically
lpprov€d in ih€ l-ede. lle lse ofoil. go or l.mable liqnids for he.ting, lightine or ant olhcr
turposc
is elpesslt prohibitcd. Explosives or othcr
anicles deened extn hazirdous shall not be brouclt into the ?rcject.
7. Parking any tlpe of recreationll lehicles is specific.llr prohibited on o. about the ?rcjcc1. No lehicle of any type shall be storcd in the
Fdring
xres at any time. Lr the evenl a vehicle h disabled, it dran bc removed {ithi. 48 hous. Thde shau be no lor Sale" oi other advenising sigN on or
about dy parked vehicle. Allv.hicles sh.ll be parked in designaled pdldng deas in confomily sith all signs and odrcr nafkines. All parking {ill
be optr pdkins numbering or letding ofindividu.l spac$ will not be pemitted ex.epl as specincd br l.andlord.
L Tenant shau natutain the premis€s frfr from rcdents, i.sects and othcr pes1s.
9. I-aldlord reserves the riclt 10 exchde or expel fron the troject my person w]n. in Lmdlo.d's judemenr. is intoxhatcd or undcr thc intucn.e ol
liquor or drugs or who shall in any nmner do oy act in violarior o{ 1be Rules and Reguladons of fie ftoject
l0 a. Tenlnt aeFes thal all lerat's trash and rubbish shall be deposited in receltacles a thar Tenant shall nor caNc o.I'emn any rr6h
receplacles lo renair outside rhe building. All bo!.ble lnsh receplacles provided by the hash disposal nm for the PEnises musr bc kept in the
trash enclosuF .reas, if any, provided for thll purpnse. In the evflt Landlord provides or desienatcs ir6h receptaclcs, Tcna.t agrces, at its osn cost
and exp€nse, to cause such f{eptacles to be emptied and trash remolcd. Tenani agrees 10 bag tdh befo.e deposiiing it in the aulhorized 1r6h aiea.
I andlord rescNes the righl to coDtract for trsh rcnoval and bill Tc.dt for said seNice.
b. Tendt shall mt cause ant umecesary labor bt reason ol l enantis carele$ness or indiffereDce in rhe prcsen alion of good order nd
cleanlinss. Landlord shau not be reslonsible 1o lenanr fof lny loss ofpropeny on the Fferniscs, howcvcr oc.udng or lof any damagc done to rhe
effects of l hdt by the jditors or any othef €nployee or person.
ll Tenanl shaligile l.a.dlord prompt notice ofdt delects in tbe water,larh sprinkl{. se$age, gs pipes, electricalliehts rd fixlues,
heating .ppiralus or any olher seruice equipment affecling the lremises
12. renant shall dor pemit srorag€ outside th€ Prcnhes including. withonl limitat'on, oulsjde sloGgc of tru.ks ald othc. vcli clcs or
dunping ol wlsle or retuse or pemit any hamtul malerials lo bc placcd in my drairage or sdittua systen or trdh receptacle ln or aboul the
IL No auction. public or pdralc. Nill be pcmitted on $e Premiss or ihe troject.
1.1. No aMines shall be plrced over tle windols in the Prenis* cxcept with the prior sriitd conseni of ltrdlord.
I 5. The ?iemises shall no1 bc used for lodeide, sleeping or c@king or for anl imoral o. illegal Pu.poses o. lbr rny pu.pose other lhan thal
16. Tenant shall ascerbir from Landlord the mdinun mount of eleclrical cunenl that car safelt be used h the Premises, tdking into
accounr rlE c.pacny oflhe eleclrical wiring in 1be ?rcjecl and 0€ Prenises dd the needs oforhe. tenants md shlll not use nore thb such sale
capacnt l-andlord s consert to the installalion ofcloclric cquipncfi shall not relieve Tendt fron the obligatiod not io use more elecrricily thar such
l7 T.nanr a$uncs tullresponsibilitt for prolcc$ngthc Prcniscs fiom thcft, robber_v and pillenge.
18. T.narr shalt nol install or opera!. m the Prcmises ary machincry or mechanicaldelices ofa n.lure not direcllt related Io lenanfs
ordinal-l use ofrhe Premises and shau keep all such nachine.y free ofvibralion, noise and air *a!es wnicb may be hansnitted beyond the P€uises.
Rf l i i on I \ l aEh: 001 - 7-
EXHIBIT F
FURTHER PROVISIONS
Paragraph 30:
&g!Cl
Landlord and Tenant each wananl that they have dealt with no real estate broker in connection with this transaction wilh the
exception of Thomas Elkington ofcommercial Real Estate Solutions located at 127 East Warm Springs Road, Las Vegas, NV
89119 who repres€nted Landlord and Jason Grifiis ofcrifis Realty,734l W. Charleston Blvd., Suite 160, Las Vegas, NV
89117 who represented Tenant. Landlord shall pay a commission to the brokers in accordance with the tenns of a separate
agleement so long as Tenant receives all necessary permits and licenses r€qujred by tbe City ofNonh Las Vegas (as more
particularly describ€d in Pamgraph 32 below) within six (6) months ftom fie effective date of this Lease. Ifthe permits and
liccnses are not received in a timely manner, Landlord shall have no obligation 10 pay either broker any commission and
Landlord and Tenant shall hold the other harmless from and agains! any and all damages, costs and €xpenses resulting Fon any
claims for a brokerage comnission or finder's fee that nay be asserted against either ofthem by any other broker or finder with
*hom the other has d€alt.
Paragraph 3l: Rental Codcession
So long as the Lease is still in effect and Tenant is not in default of the Leas€, Landlord shall abate the obligation of Tenant to
pay its Base Rent ofTwo thousand Three Hundred Twenty-Two dollars ($2,122.00) for the month ofoctob€r 201I and Two
Thousand Five llundred Sixty-Threc dollars ($2,563.00) for the month of S€ptember 2012 totalling $4,885.00 ("Rent
Concession"). If Tenant is in defauit at any time during the Lease Term or if th€ Lease T€nll ends for any reason whatsoever
prior to its sch€duled expiration on August 31, 2014, Tenant shall forfeit any tuture right to the Rent Concession and reirnburse
Landlord for th€ Rent Concession in addition to any oth€r suns that Tenant may owe Landlord.
Paragraph 32: Lease Continecncv - Citv ofNorth Las Veqas Licenses
This Lease is contingent upon Tenant's receipt of any and all required p€rmits and licenses from the Ciry ofNorth Las Vegas
($e "City") for the Permitted Us€. Tenant sball use its best and good faith etrods and shall diligently pursue obtaining the
pemils and licenscs; such efforts to include, witbout linitation, making application to the appropriate municipality within three
(3) business days of mutual Lease execution. Tenant shall contemporan€ously provide Landlord with a copy of the
application. Upon its receipl ofa determination fiom the City, Tenant shall immediately notiry Landlord in writing. lf Tenatu
does not reccive the rcquisite licenses within six (6) months fion the effective dat€ ofthis Lease, and the denial is not based on
T€nant's failure 1() exercis€ good faith efforts, the Lease shall be null and void and neither party shall have any turther rights or
obligalions undcr lhe Lease accruing fiom and after th€ dat€ of th€ det€mination. If Temnt fails to receive the licens€s due to
any conduct or inaciion on its part, it shall remain liabl€ to Landlord under the Lease.
Psragrapb .13: Option to trxtend
So long as Tenant has not assigned
jts
interest under rhe Lease, even anassignment with Landlord's consent, and Tenant is not
in default at the time ofthe exercise and no default arises between thal lirn€ and the expimiion oflhe existing Term ofthe
L€as€. Tenant, but not an assignee or succ€ssor ofTenant, shall hav€ a singlc option 10 extend th€ duration of the L€as€ for a
p€riod oftwo (2) years (tbe "Option Tem"). During the Option Term, all ofthe o$er terms and conditions ofthe Lease shall
remain in efTect exceptthe Bas€ Rent shall be adjusted lo a fixed rate ofthiny-eighi cents per square foot ($0.38AfNNN). The
Base Rent during the Option Term shallbe increas€d by thfte cents ($0.03) on each anniversary ofthe Lease. Tenanl shall
exercise the option by giving witlen notice ofto l"andlord not more than twelve (12) months nor iess than six (6) months prior
to the expiation ofthe er.isting Term ofthe Leas€. Should Tenant exercise the option, and so long as no Defaulthas occurred
under the Lease. the Base Rent for SeDtember2014 shall be abated.
Rcvision 2. Mdch 200,1
- 8"
"r..,
*oo.r rrorH^ui*
euEsrroNNArRE
Ihis qucsrionna;e
is designed ro solicir infomatjon j
l-;;r;l::*;:]rl;'jt;'i*lt:i:#.":iffiji:"+"r'l':iil.;,xi"l;l"i','i:xriff;:,:,rl;:
, , ' r+-i i , ^0"*i r, """i "; ; ; i ; i ; : : i J; : : l ' ' ' "ranasencnt
Yourco(rperari onhrhi smart eri sal precj at ed.
I f l ouhave
r. PROPOSED
LESSEE OR TXNANT
N-t
rq':!!\+E!4 q
!211l
'
n) \ r dt e.
/ r p r
odc
Conract PeNon & Titte: Michaelw'
fiov
TelephoneNunbcr: (702)485-9580
FrcsimileNumberl
II. I,OCATION
AND ADDRESS
OFPROPOSEDLEASE
.*..alAra*_,j%
IIL DESCRTpTIOi-
OF
pROpoSED
F'\ClLIry
USE
Dcscribe proposed
use and oprarion
of
prenises
including principal producrs
or service lo beconducred
a acility:
-/
uftcs rhe lpc* n/ur
bulnes\ rh\ut\e rhe u\e.
EemeraroDj rrearmenr, stomge, b.ansfer or disposat oi hazailous wasres or
ves
_ No__1.
lfles, plcase comptele Section lv.
IV. PDRMIT
DISCLOSURE
Dcs the opeErion ofyour business require pemits,
license of plaD appmvat
tron all of rhc foltosing agencrcsl
Lr.S. EnvironmentalPmrcction
ASency
Buredu ofAtcohol. Firctums and Tobacco
U.S. Nuclear Regutaro.y
ComDission
City or County Sanitarjon Disrrict
SLale DcpdtneDr
ofHeatrh Se8jces
lndicate p$nir orticense
nunbers. issui.gagency
lnd eipration daie or reiewat date, ifappticable.
Ifyour
answer is
Jcs
to any ofthe above questiom
comptete
sections \i and vI.
V.
HAZARDOUS
MATERL{LS
DISCLOSURE
Air
Qualiry Managemcnr
District
Citl or Counry tjre Deparhenl
Regional
Warer
euatriy
9-
Will a.y hazardous or roxic rnarerials or substan@s be sLored onsirel
subslances to be sto.ed, quanrities and prcposed niethod of srorage
soiid (S). Liquid
{t.l or cas (C):
Y. ,
.
No
Z
I t l r . pr - a (
d. . i r b" I r n1r f l r "r . ol
(i.e..
drunr!, cylinders, orher). and whcther the maleial is a
Quarfry On A
Montbly Basis Storage }lethod
Athcn aI MSDS Shrets.
is lny facililv modificaron required or planned ro m'tigare rhe relerse of roxic of hazardous \ubslance or wanes inro rhe
Yes
_
No
_l_.
if yes, pleasc descdbe the proposed facility mod i|cations:
VI. HAZARDOUSWASTEDISCI,OSURE
will aq, hazddous wNte, ricludirs eclclable wasre, be
senemted
by the operalion of your businc$?
yes
_
X"
21.
t
,*,
phase_list de hazafdous $aste thar uill be gcneraled ar the taciliry, rts h;zard class ;nd lotumc/f.r.quenclr oi gcncration oD a
lvaste Nam.
Itazard Ctass
Attach additional sheers if ne.es\a.y.
tf
ves,
pleasc also nrdicatc ifan) such wastes are ro be stored withh the
prcmises
a.d rhc proposed mclhod of sroraBe (i.e., drums.
Waste Nanr
Sb.age Nlethod
li yes, pleasc also describe
(ranspofiarion
b be usedl
the method(s) of disposal for elch wasre. Indicate whcfe dilposal will take olace and mcthod of
h any treatnent or prmessing of huardous wasres to be conducted onsitc?
yes
t€ament/processing Bethods:
No
_.
If ycs, please describe goposcd
l 0-
whlch agencics are.esponsible for monitoi'rg and elaluatiDg conpliance
yith
respcct to the sroragc and disposalof hazarilous
nrtenrls or wasles al of lroil $ePf.mises? (Plelse tisr atlagcncies)
Hr\ ( rhdc b+r ant ogJn.
)
e""o, ce"' ""r , "' , o *s, ' d' B
"
' o. J. ")
-n, r, . . .
*
". ), r,
. . i j
-, pun1
: , . ' i
-
. , , , , , 1 p-.
perdins or outstandins adminsrradle orders or consent de.rees?
yes
_
r.to
Zl
tr
r.inu,q,*r*
been any contirunrg
compliaDce obligations impsed on you.cornpan), as c rcsult ul il@ree\ o, lritcrs? les Nu
/
If yes,
rtease dcscribc:
llas the conprny bcen the rcciplent olrequcsrs ibr infomrarion. noricefd demand terGrs. cleanup and abarement ordes. or cease
and desisi orders of otber adnrinistarive iDquides?
yes_
No
I. lfves,ptease{iescfib.:
Ar. the.e any pendiig cilizcr la{suits, or hale ,ro} notrces of liolarigrdeen prcvided to rhc conpaDy or any ex,stng racrhtres
pur$nrl to thc ciiizens suit pfovisbns of any stature?
ycs
_
No . If yes. pt.ase descrjbe:
Uavc theru becn an) prclious lawsuirs againsr the coDpany rcgardjng eDvrrcnnenrat concems:,
yes
No
Z . f rrr,
pl c. . de. r r b. o\ , ' e. . d- . J, . sf l e c. ol . . dr - -
Has rn environmenhl audit ever bcen co.ducred at ary of your conrpany s cxisrirg tacilirics?
yes
_
No
-
Zi
tf yes, ptease
describe theaudit. whcn it was conduded and bv whom:
Does yoLr company c![y environmental impairnent insurance?
ycs
u mr ar e r he e r ecr i ' e pdr ud
N'
Zry.,,
*n"t i, rr'e name of rhe curier and
This Hazn ous Marerials
QDesdonniire
is cenified as bcinE true and ac.urare lnd
. i Br
ur c apr dh or . o$ . n h( hal r ot r endf l a. ot r he. , d, . r r a, r h b( l u$
has bccn completed by rh. pa(y lhosc