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Exhibit 99.2
TRIPLE NET LEASE
THIS LEASE (the "Lease"), made and entered into this 4th day of
May, 2007, by
and between Don L. Buehner ("Lessor"), and Cirtran Corporation
("Lessee").
WITNESS TO:
In consideration of the mutual covenants and agreements hereinafter
set forth,
the Lessor and Lessee agree as follows:
1. Premises. Lessor does hereby demise and Lease unto the Lessee
the
land and all improvements located at 4125 South 6000 West, West
Valley, Utah
84128 (the "Premises"), as more particularly described on Exhibit
"A" attached
hereto, which Premises includes a 31,662 square foot building (the
"Building").
Lessee acknowledges that except as expressly set forth in this
Lease, neither
Lessor nor any other person has made any representation or warranty
with respect
to the Premises or the suitability of the Premises for the conduct
of the
Lessee's business.
2. Lease Term. The term of this Lease will be for a period of
One
Hundred Twenty (120) months, beginning on the 4th of May , 2007
(the
"Commencement Date"), and terminating at 11:59 PM on May 3rd, 2017,
unless
sooner terminated by either party as herein provided. Lessee shall
take
possession of the Premises upon sale of said Premises pursuant to
that certain
Commercial Real Estate Purchase Contract dated May 1, 2007.
A. Option to Extend Lease. Lessee shall have the option to
extend
this Lease agreement for up to three (3) additional five (5) year
terms. Option
periods will continue according to the terms within this Lease.
3. Rent. The Lessee agrees to pay the following to the Lessor as
rent
for the Premises for each year of the Lease term, on a Triple Net
Basis, payable
in advance in equal monthly installments:
Minimum Monthly Rent: $17,083.33
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The rent is payable in advance on the 4th day of each month, with
the first
month to be paid on the date provided herein as the commencement
date, May 4,
2007. Rent shall be paid as follows: by a good funds check made out
to "Don L.
Buehner" being mailed to 3860 South Parkview Circle, Salt Lake
City, Utah 84124
on or before the due date each month for the amount of the monthly
rent.
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4. Payment of Rent.
A. Due Date. The annual base rental will be paid in equal
monthly
installments in advance on or before the fourth (4th) day of each
calendar month
during the term of this Lease commencing on the 4th day of May
2007. Rent shall
be payable in lawful money of the United States.
B. Late Payments. In the event that Lessee shall fail to make
any
payment of rent or any other sum owed by Lessee pursuant to this
Lease within
ten (10) days of the date payment is due, Lessee shall pay a late
fee equal to
two percent (2%) of any payment that is due. In addition to the
late fee, any
unpaid and delinquent amount shall bear interest from the due date
thereof to
the date of payment at the rate of one and one half percent (1.5%)
per month
from the due date until fully paid.
C. Cost of Living Increases. The base rent will be increased
annually on the anniversary date of the Lease according to the
consumer price
index or "CPI".
5. Utilities, Maintenance and Taxes. This is a triple net Lease.
Lessee
shall pay all charges for heat, hot and cold water, air
conditioning,
electricity and other utilities in Premises, and for trash,
landscape services
and snow removal incurred during the term of Lease. If Lessee fails
to perform
said services within a reasonable time, Lessor may have those
services performed
at its reasonable discretion, and seek reimbursement from Lessee
for reasonable
costs incurred. Lessee shall reimburse Lessor for Lessor's payment
of all real
property taxes and assessments levied or assessed against the
Premises (the
"Property Taxes"); Lessor shall pay such Property Taxes Lessor
shall pay on a
timely basis. Except as set forth in this Lease, Lessee shall pay
for one
hundred percent (100%) of the utility and maintenance costs, and
property taxes
associated with the Premises during the term hereof. Lessee shall
pay any and
all personal property taxes on its personal property located on the
Premises.
6. Uses of the Premises. The Premises shall be used for the purpose
of
general manufacturing / warehousing, and office activities related
thereto. No
other uses shall be permitted in the Premises without the prior
written
permission of Lessor, which will not be unreasonably withheld.
Lessee shall make
no unlawful use of the Premises and will comply with all applicable
laws, zoning
ordinances and regulation of all governmental authorities. No
hazardous
materials are to be stored or other items that would increase risk
and liability
to the Lessor. No animals are allowed on Premises unless
pre-approved by Lessor
in advance in writing. The Lessee shall not make or suffer any
waste upon the
Premises and shall, at its own expense, observe and conform to all
Municipal,
County, State and Federal laws and regulations.
8. Surrender of Premises. Upon termination of this Lease, the
Lessee
will surrender the Premises in clean and as good condition as they
existed at
the time of the Commencement Date, reasonable wear and tear
excepted. If a
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dispute arises questioning whether the wear and tear is reasonable
the parties
agree to arbitrate with an arbitrator chosen by their respective
legal counsel.
If legal counsel cannot agree on an arbitrator each shall choose
one who shall
select a third. The arbitration on this issue shall be binding on
the parties
and enforceable in the District Court of Salt Lake County.
9. Liens and Claims. The Lessee shall not permit any liens, claims
or
demands for which the Lessee may be responsible to become a lien or
claim
against the interest of the Lessor or the Lessor's property, and
shall indemnify
and save harmless the Lessor against any such claims, liens or
demands,
including loss and expenses relating thereto and reasonable
attorneys' fees
Lessor incurs in the defense of any such lien, claim or demand as
they are
incurred; provided, however that Lessee will have the right to
contest the
amount or validity of any such lien by appropriate legal
proceedings if Lessee
diligently prosecutes such proceedings and if Lessee, within thirty
(30) days
after the notice of the claim of lien causes the same to be
discharged of record
by payment, deposit or bond. Lessee's failure to cause any such
lien to be
discharged and cleared of record within the 30 day period shall
constitute a
default under this Lease and Lessor shall have all the remedies
available to it
under the terms of this Lease including an option, among and in
addition to
other remedies, for the termination of this Lease.
10. Assignment and Subletting. This Lease shall not be assigned and
the
Premises shall not be sublet, in whole or in part, by the Lessee,
without first
obtaining the written consent of the Lessor, which consent will not
be
unreasonably withheld. In any such event, the Lessee will remain
primarily
liable for the payment of rent and for the performance of all of
the other terms
of this Lease required to be performed by the Lessee.
11. Signage. Upon the prior written consent of Lessor, which
consent
shall not be unreasonably withheld, Lessee shall be entitled to
place signs on
or around the building, solely in accordance with the applicable
zoning
authorized by West Valley City. Lessee agrees that any signs will
be compatible
with the building.
12. Alterations. Prior to making any alterations to the Premises
in
excess of $10,000, Lessee must obtain Lessor's written consent,
which consent
shall not be unreasonably withheld. All work must be completed in a
good
workmanlike manner and in compliance with the applicable building
and zoning
laws, and with all other applicable laws, ordinances, rules,
orders,
regulations, and requirements of all federal, state and local
governments. Any
alterations or improvements to the Demised Premises, including
partitions, all
electrical fixtures, lights and wiring shall, at the option of
Lessor, become
the property of Lessor, at the expiration or sooner termination of
this Lease.
Should Lessor request Lessee to remove all or any part of the above
mentioned
items, Lessee shall do at the expiration of this Lease, and shall
repair and or
replace (at the option of Lessor) any damage due to the removal of
Lessee's
alterations, including any punctures to floor or ceiling, ordinary
wear and tear
excepted.
13. Maintenance, Repairs and Inspection of Premises.
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LESSEE has inspected the Premises and all equipment and fixtures in
the
building and by executing this Lease accepts the Premises "as
is".
After possession by Lessee as herein provided, Lessee will, at
its
expense, be responsible for the repair and maintenance of the
interior of the
Premises and for maintaining the HVAC system, electrical, wall
coverings,
paneling, carpeting, resilient floor covering and other items of
the interior
design work in good condition and repair, normal wear and tear
excepted.
The Lessor will have the right to enter the Premises at all
reasonable
times upon reasonable advance notice, to examine and inspect the
Premises, and,
during the last 60 days of the term hereof, to show the Premises to
any
prospective Lessee or purchaser. Entry by Lessor to inspect or show
the Premises
as provided herein shall not unreasonably interfere with Lessee's
business.
Lessor will have the right to enter in any emergency, real or
perceived, with or
without notice, to protect the Premises and Lessor's interest
therein.
14. Default by Lessee. One or more of the following events
shall
constitute a material default under this Lease:
A. Payment of Money. Lessee's failure to pay any rent or other
payments of money to be paid by Lessee, as herein provided,
strictly within the
time provided and in the amount required, for ten (10) days after
receiving
written notice that said payments are due;
B. Other Obligations. If Lessee fails to correct any violation
or
fails to perform any other obligation under this Lease within
thirty (30) days
after receiving written notice from Lessor; or
C. Bankruptcy. If the Lessee admits insolvency or bankruptcy or
an
inability to pay debts as they mature, or makes an assignment for
the benefit of
creditors or applies for or consents to the appointment of a
trustee or receiver
for Lessee or for the major part of Lessee's property or business,
or if a
trustee or receiver is so appointed and is not discharged within 90
days after
such appointment, or if a bankruptcy, reorganization, arrangement,
insolvency,
liquidation or other proceeding for the relief of Lessee as a
debtor is
instituted by or against Lessee and is not otherwise nullified
within 30 days
after such institution; then in any such case, Lessee will be in
default . In
addition to any other remedies herein provided or those provided by
law, Lessor
at its option may terminate the Lease, effective upon the date of
filing any
bankruptcy proceeding, voluntary or involuntary or on the date of
an appointment
of a receiver or on the date of an assignment for the benefit of
creditors.
D. Remedies. In the event of any material default by Lessee as
herein described or as may be provided by law, Lessor shall be
entitled to the
following cumulative remedies (in addition to any other remedies
available at
law or in equity):
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(1) Lessor may terminate this Lease by giving written
notice of termination to Lessee, in which event Lessee shall
immediately
surrender the Premises to Lessor. If Lessee fails to surrender the
Premises,
then Lessor may, without prejudice to any other remedy Lessor has,
including
possession of the Premises or collecting arrearages in rent or
other damages,
reenter and take possession of the Premises, in accordance with
applicable law;
or
(2) Lessor may reenter and take possession of the Premises
without terminating the Lease and re-let the Premises and apply the
rent
received to the account of Lessee. If Lessor so reenters and takes
possession of
the Premises as set forth above, Lessor agrees to use best efforts
to re-let the
Premises for a commercially reasonable rent, and to mitigate its
damages. No
re-letting by Lessor shall be considered to be for Lessor's own
account, and
Lessee shall remain liable under the Lease, unless Lessor has
notified Lessee in
writing that the Lease has been terminated. In addition, no such
re-letting
shall be considered an acceptance of Lessee's surrender of the
Premises unless
Lessor so notifies Lessee in writing; or
(3) Lessor may cure Lessee's default, without being liable
for any damages caused by such c
