EXHIBIT 10.37
OFFICE/SHOWROOM/WAREHOUSE
LEASE
AGREEMENT
("Lease")
This Lease is entered
into by and between the Landlord and Tenant named below as of the
last date shown on the signature page. This Lease consists of the
following: this document and any attached exhibits (including floor
plans, legal descriptions, site plans, premises layouts, guarantees
or other items) and any amendments or addendums that are now or in
the future executed by the parties.
1. Definitions and
Basic Provisions : The following definitions and
basic provisions shall be used in conjunction with this
Lease:
(a)
"Landlord": Dryden VI.
Ltd.
(b) "Tenant":
LifeRamp Family Financial, Inc.
(c)
"Premises": 1600 Corporate Court. Suite 140, Irving. TX
75038.
As described on
Exhibit "A", the Premises are a part of a larger Project that
consists of 66.470 square feet of net leasable area, in determining
net leasable area, all measurements are from underneath the
roofline, except interior party walls where measurements are from
centerline. The net leasable area of Tenant's space is SJKXL square
feet and Tenant's proportionate share of the Project
is 5.42 percent
("Tenant's Proportionate
Share").
(d) "Lease
term": _____36______months
and 0 days
as follows:
• Commencement
date: October 1, 2003, or upon completion of interior
improvements.
• Expiration
date: September 30, 2006.
(e) Rental
per month:
• "Basic
Rental": $3,300.00 Industrial Gross.
•
"Common Area Maintenance Fee or Base Year": 2003.
• "Utility
Charges": Water Is an item of Project expense; Tenant will
separately pay for privately
submetered electric usage in the suite.
• Total
initial monthly payment: $3,300.00.
(f) "Security
deposit": $3,300.00.
(g) "Permitted use":
Office .
(h) Special
Provisions:
a. Tenant
accepts the Premises on an "as is" basis, with the following
exceptions:
i. Landlord will
assure that the electrical, plumbing and HVAC systems are in
operating condition at Lease commencement,
ii. Landlord will
replace stained or damaged ceiling tiles, repaint the interior
walls and install new carpet.
b. Landlord
will endeavor to complete the interior work so as to permit Tenant
to move into the space on October 1, 2003, However, occupancy may
be delayed to permit completion. Rent will not commence until
Landlord's work is substantially complete. If the space is not
substantially complete by October 31, 2003, Tenant may, by written
notice, terminate this lease without liability and all payments
from Tenant will be refunded.
c. Landlord
agrees to pay a commission to Stream Realty Partners under a
separate agreement. Commission is payable in full only upon Tenant
occupancy and commencement of the obligation to pay
rent.
(i) Addresses
and contact information of the parties:
|
LANDLORD:
Management
Office:
|
D ryden VI,
Ltd.
C\O John S. Dryden
Company.
P.O. Box 800068
Dallas, TX 75380-0068.
|
|
TENANT:
|
LifeRamp Family
Financial Inc. (a Utah
Corporation)
1600 Corporate Court, Suite
140
Irving , TX
75038
|
2. Lease
Grant. Landlord, in consideration of: (i)
the Basic Rental, (ii) all other sums to be paid by Tenant under
this Lease ("Additional Rental") and (iii) the other covenants and
agreements to be performed by Tenant, hereby leases, demises and
lets to Tenant the Premises (as defined in paragraph 1(c)) on the
terms and conditions stated in this Lease commencing on the
commencement date (as defined in paragraph 1(d), or as adjusted as
provided below) and ending on the expiration date, unless sooner
terminated as provided in this Lease. If this Lease is executed
before the Premises become vacant, or otherwise available and ready
for occupancy, or if any present tenant or occupant of the Premises
holds over, and Landlord cannot acquire possession of the Premises
prior to the commencement date of this Lease, Landlord shall not be
deemed to be in default hereunder, and Tenant agrees to accept
possession of the Premises at such time as Landlord is able to
tender the same and such date shall be deemed to be the
commencement date and this Lease shall continue for the lease term
described in paragraph 1(d) above. Landlord waives payment of rent
covering any period prior to the rendering of possession of the
Premises to Tenant. If Tenant occupies the Premises prior to the
commencement date specified in paragraph l (d), the commencement
date shall be altered to coincide with said occupancy and the
ending date of the Lease remaining unchanged. Tenant is responsible
for obtaining, at its expense, a certificate of occupancy for the
Premises. Tenant shall promptly apply for the certificate of
occupancy and diligently pursue all necessary approvals required to
occupy and use the Premises for the purpose set out in this Lease.
By occupying the Premises, Tenant shall be deemed to have
acknowledged that the Premises (i) are suitable for Tenant's
intended purpose (ii) are in good operating condition and (iii)
comply fully with Landlord's obligations under this
Lease.
3. Rent.
Tenant shall pay to
Landlord without demand, deduction or set off, for each month of
the entire Lease term Basic Rental, the Common Area Maintenance Fee
and Utility Charges (Tenant's share of commonly billed utilities)
(all as set out in paragraph 1). Payments are due at Landlords then
current physical location or at the Post Office Box designated by
Landlord in writing from time to time. Until further notice,
payments are due at the address set out in this Lease document.
Tenant shall, contemporaneously with the execution of this Lease,
pay Landlord the following: (i) the security deposit set out in
paragraph (1) above and (ii) an initial full months installment of
rent (as defined in paragraph 1 (e)). A monthly installment in the
amounts defined in paragraphs 1(e) above shall be due and payable
on or before the first day of each succeeding calendar month during
the Lease term. Rent for any fractional month at the beginning or
end of the Lease term shall be prorated. The security deposit shall
be held by Landlord without liability for interest and as security
for the performance by Tenant of Tenant's covenants and obligations
under this Lease, it being expressly understood that the deposit
shall not be considered an advance payment of any rental or a
measure of Landlord's damages in case of default by Tenant. If
Tenant fails to timely pay any sums due under this Lease or
defaults in its obligations under this Lease. Landlord may, from
time to time, without prejudice to any other remedy, use the
security deposit to the extent necessary to make good any
arrearages of Basic Rental, Common Area Maintenance Fee, Utility
Charges, Additional Rental or any, damage, injury, expenses or
liability to Landlord. Following any such application of the
security deposit, Tenant shall immediately pay to Landlord, on
demand, the amount so applied in order to restore the security
deposit to its original amount, 30 days after termination of this
Lease and vacating of the Premises by Tenant, Landlord shall return
any remaining balance of the security deposit to Tenant so long as
Tenant has full performed its obligations under this Lease and
provided Landlord with written notice of its forwarding address. If
Landlord transfers its interest in the Premises during the Lease
term, Landlord may assign the security deposit to the transferee
and thereafter shall have no further liability for the return of
such security
deposit.
Time is of the essence
as to all required payments by Tenant under any provision of this
Lease. If any monthly installment of Basic Rental, the Common Area
Maintenance Fee, or the Utility Charge is not received by the
Landlord on or before the 5th day of the month for which said
monthly rental installment is due, a service charge of 10% of the
delinquent installment shall become due and payable in addition to
the monthly installment owed. The date that a check is dated or
mailed is not relevant in determining Tenant's liability for a late
fee; Landlords accounting records are the determining record of the
date of receipt of a rent payment. The service charge is for the
purpose of reimbursing Landlord for the extra costs and expenses
incurred in connection with the handling and processing of late
monthly rental. If the delinquent amount is not paid by the 1st day
of the following month, then the delinquent amount (not including
the service charge) shall bear interest at the Lesser of: (1) 18
per cent per annum, or (2) the maximum lawful contract rate, such
interest shall begin to accrue on the 1st of the month following
the delinquency and continue until payment of the delinquent amount
is made.
If any check that is
tendered to Landlord by Tenant for any charges due under this Lease
is returned to Landlord by Tenants financial institution for any
reason (including but not limited to absence of Tenants signature,
insufficient funds, stop payment, or closed account) then, in
addition to any other liability of Tenant for the amount of the
check. Tenant shall be liable to Landlord for a service fee of
$50.00 for each returned check. Landlord has no obligation to
redeposit any check that is returned for any reason and Tenant
shall immediately cure the non-payment that has resulted from the
returned check. If Landlord receives 2 or more returned checks
during the term of this Lease, then Landlord may require that all
future payments from Tenant be made by cashiers check.
4. Common
Area Maintenance Fee.
(a) Definition.
"Project Operating Costs" include all costs related to the Project
that are not Specifically allocated to Landlord or Tenant under
this Lease, Project Operating Costs include but are not limited to
the following: maintenance of the Common Areas (such as landscape
and irrigation systems; exterior lighting, signage, and related
utilities; and parking lot cleaning and repairs; painting; any
utility charges (if not separately metered or otherwise billed to
Tenants in accordance with paragraph 5 below); building and roof
repairs; real property taxes, assessments and similar government
charges and fees; property management fees; Landlord's insurance
program (including but not limited to fire, casualty and third
party liability coverage); and trash collection (to the extent
Landlord elects from time to time to provide for trash collection
as a project cost rather than having Tenant responsible for its own
trash removal or treating trash removal as a common utility cost
that is allocated to tenants within the Project). The manner of
billing Project Operating Costs differs based on whether the lease
is a "net" lease or an "industrial gross" lease.
(b) Industrial Gross
Lease. If paragraph 1 provides that this is an Industrial Grass
Lease, Basic Rental payable under paragraph 1(e) was established by
taking into account Project Operating Costs estimated to be
incurred during the calendar year in which the Lease commences
("Base Year"). If such Project Operating Costs for any succeeding
calendar year during the Lease term exceed Project Operating Costs
for the Base Year, Tenant shall pay to Landlord, as Additional
Rental. Tenant's share of such increase for the year in question.
Tenants share is called the Common Area Maintenance Fee and is
based on Tenants Proportionate Share (pro rated if appropriate due
to partial occupancy during the year) times the amount of the
increase. Beginning on January 1 of the calendar year next
following any year in which Tenant is obligated to pay increases as
set out above, the total monthly payment set out in paragraph 1(e)
shall be adjusted by an amount equal to: Landlords estimate of the
Tenant's Common Area Maintenance Fee for the then current year
divided by the remaining months under the then current year. After
the end of every calendar year Landlord will deliver to Tenant a
statement including (i) the previous calendar year's actual Project
Operating Costs (ii) the adjustment, if any, reflecting the
Additional Rental paid, and (iii) the net amount due Landlord or
due to be reimbursed to Tenant; provided, however, in no event
shall the total monthly payment ever be less than the Basic Rental
specified in paragraph 1(e).
(c) Net Lease. If
paragraph 1 identifies this as a Net Lease, then the Basic Rental
set out in paragraph 1 does not include Tenant's share of the
operating expenses of the Project for the initial year of occupancy
or for any subsequent years. Rather, there is set out in paragraph
1 (e), a Common Area Maintenance Fee for the year of Lease
commencement. The fee is based on estimated Project Operating Costs
and is determined by Tenants Proportionate Share of the Project as
set out in paragraph 1(c) above (pro rated if appropriate due to
partial occupancy during the year). The initial Common Area
Maintenance Fee will be adjusted between Landlord and Tenant after
the final expenses for the year are determined. After the end of
every calendar year Landlord will deliver to Tenant a statement
including (i) the previous calendar year's actual Project Operating
Costs (ii) the adjustment, if any, based on Common Area Maintenance
Fee actually paid and (iii) the net amount due Landlord or due to
be reimbursed to Tenant. Following completion of a calendar year,
Landlord will estimate the Project Operating Costs for the next
year and calculate Tenant's share of the estimated costs. The
Common Area Maintenance Fee for the following year will then be
adjusted based on such estimate by dividing the Tenant's share of
estimated costs by the remaining months in the year (with
appropriate credit, if any, for amounts paid during the year prior
to the adjustment). The adjustment will be determined and
communicated to Tenant as soon as feasible. Tenant shall adjust its
total monthly payments to reflect the adjustment, if any, in the
Common Area Maintenance Fee.
(d) Common Area
Maintenance Fees and all adjustments due under this paragraph 4
based on year end reconciliation of actual Project Operating Costs
to the Common Area Maintenance Fees actually collected shall
constitute Additional Rental. Landlord shall promptly calculate any
adjustment to the Common Area Maintenance Fee under this paragraph
and communicate the calculations to Tenant. Payments due as a
result of calculations of adjustments are payable within 30
calendar days. Landlord may apply all or part of Tenant's security
deposit to pay for any amounts due to Landlord. Following any such
application, Tenant shall, on demand, pay to Landlord the amount so
applied in order to restore the security deposit to the original
amount.
(e) Notwithstanding
any expiration or termination of this Lease prior to the Lease
expiration date, Tenant's obligation to pay any and all Additional
Rental under this Lease shall continue and shall cover all periods
up to the Lease expiration date. Tenant's obligation to pay any and
all Additional Rental under this Lease and the obligation to make
the adjustments referred to in this paragraph 4 shall survive any
expiration or termination of this Lease.
5. Utilities and
Services.
(a) Utilities include
the following; Water, wastewater, storm water, trash removal, gas,
and electrical power. Tenant is responsible for paying the cost of
all utilities that are provided to the Premises whether or not the
utility accounts are directly set up in Tenant's name or are paid
by Landlord. If any utilities used by the Premises are billed to
Landlord rather than to Tenant, then Tenant shall reimburse
Landlord for such costs by paying a Utility Charge in addition to
Basic Rental. Upon initial occupancy of the Premises, Landlord
agrees to make the following utilities and installed fixtures
available to the Premises at Landlord's sole cost and expense (i)
water (including waste water disposal and storm water removal);
(ii) air conditioning and heating units in existing locations and
configurations; (iii) electric service and outlets; (iv) electrical
lighting service for the exterior entrances and parking areas; and
(v) natural gas service (if available within the project). Unless
specifically provided in the special provisions of this Lease,
Landlord has no obligation to alter the condition of any installed
equipment or modify the capacity or configuration of utility
service from that that exists on the date this Lease is signed.
Landlord may, at its election, provide for routine trash removal
services to the Premises or the Project from time to time. If trash
removal services are provided, the costs will be treated either as
Project Operating Costs and handled under paragraph 4 or billed to
Tenant on a pro rata basis under this paragraph S. In no event is
Landlord responsible for any removal of any hazardous wastes or
other regulated substances. All such utilities and services shall
be in the size and configuration existing as of the date of this
Lease and Tenant accepts such configuration and sizes as adequate.
For any utilities that are separately billed to the Premises,
Tenant shall continuously maintain an active account with all
utility service providers to the Premises and such services must
remain turned on until Landlord has inspected the space and this
Lease has terminated.
(b) If the accounts
for electricity, water, wastewater, storm water removal, gas, trash
removal or any other utility in the Premises are separately metered
Tenant shall, at its expense, arrange for those utility accounts to
be set up in Tenants name as of the commencement date and shall
promptly pay the cost of all utilities billed to those accounts
until the later of: (i) expiration of this Lease or (ii) completion
of Landlords final inspection of the Premises after Tenant vacates
the Premises. Tenant shall also separately pay for janitorial
services within the Premises. If any utilities are billed in common
for all or part of the project, Landlord shall invoice Tenant for
its pro rated share of such utilities and Tenant shall promptly pay
such charges to Landlord. Landlord may estimate Tenants share of
any commonly billed utility expenses for the current calendar year
and provide Tenant with a monthly Utility Charge that Tenant shall
pay in addition to Basic Rental, Landlords initial estimate of
commonly billed utility expense is set out in paragraph 1 above.
After the end of each calendar year during the term of the Lease,
Landlord will make a final adjustment in utility billing to reflect
the actual utility expense and Tenant will be billed or credited as
appropriate. Tenant shall pay any sums owing for utilities within
30 calendar days of being billed by Landlord.
(c) Landlord shall
have no liability for any impairment of any utility or other
services to the Premises resulting from any stoppage, interruption
or inadequacy. If there is any such impairment of utility or other
services, Landlord shall not be liable for any resulting damages to
either person, property or business operations and the impairment
shall not: (i) constitute an eviction of Tenant, (ii) entitle
Tenant to any abatement or reduction of Basic Rental, Common Area
Maintenance Fees, Utility Charges, Additional Rental or any other
charges due under this Lease, or (iii) relieve Tenant of any of
Tenant's obligations under this
Lease.
6. Leasehold
Improvements. Landlord has made no
representations or warranties express or implied as to the
condition of the Premises (including any equipment or systems), the
building or the Project within which the Premises are located.
Landlord has no obligation to remodel, repair or decorate, except
as expressly set forth in this Lease. Tenant acknowledges that it
is accepting the Premises in their "as is" condition as of the
occupancy date.
7. Use.
Tenant shall use the
Premises only for the permitted use (as defined in paragraph 1(g)).
Tenant will not occupy or use the Premises, or permit any portion
of the Premises to be occupied or used for any business or purpose
other than the permitted use or for any use or purpose which is
unlawful in part or in whole or deemed to be disreputable in any
manner or extra hazardous on account of fire, nor permit anything
to be done which will in any way increase the rate of fire
insurance on the building or contents. If Tenants occupancy causes
any increase in the rate of insurance on the Premises Tenant agrees
to pay to Landlord the amount of such increase on demand and such
increase shall be Additional Rental. Tenant will conduct its
business and control its vendors; subcontractors; agents; employees
and invitees in such a manner as not to create any nuisance, nor
interfere with, annoy or disturb other tenants or the Landlord in
management of the Premises or the Project, Tenant will maintain the
Premises in a clean, healthful and safe condition and will comply
with all laws, ordinances, orders, rules and regulations (state,
federal, municipal and other agencies or bodies having any
jurisdiction thereof) with reference to use, condition or occupancy
of Premises, Tenant shall not, without the prior express written
consent of the Landlord do any of the following: (i) install or
remove: partitions, electrical system components, or any part of
the ceiling system (except for replacing damaged ceiling tiles),
(ii) alter the plumbing fixtures, (iii) install or modify HVAC
components (except for any required repairs), (iv) paint, install
lighting or decoration, or install any signs, window or door
lettering or advertising media of any type on or about the
Premises. Access to the roof of the Premises is strictly limited to
maintenance and repair activity by Landlord or qualified repair
contractors approved in advance by Landlord. Tenant (including its
employees, vendors, subcontractors, agent and invitees) shall make
no penetrations of the roof, party walls or exterior walls for any
reason without Landlord's advance written consent. All alterations
to the Premises that are approved by Landlord shall be maintained
in good repair and operating condition.
8. Repairs and
Maintenance.
(a) By Landlord:
Except for reasonable wear and tear Landlord shall, at its expense,
maintain in good repair and condition only the following portions
of the building; the foundation, and the structural soundness of
the exterior walls (excluding all windows, window glass, plate
glass, and all doors). Repairs to the roof are a part of common
area maintenance, but replacement of the roof is a Landlord
expense. Tenant shall give immediate written notice to Landlord of
any apparent need for repairs by Landlord; Landlord shall promptly
perform any repairs that Landlord in its reasonable judgment
determines are necessary. Tenant shall have no claim for abatement
of rent or damages (to persons, property or business operations) on
account of the failure of or repair to any item that is Landlord's
obligation under this Lease. Landlord's liability for repairs shall
be limited to the direct cost of the repair work.
(b) By Tenant: Tenant
shall at its expense and risk continuously maintain all other parts
of the Premises and other improvements on the Premises in good
repair and condition, including but not limited to: pest control,
repairs (including all necessary replacements) to the plumbing,
windows, window glass, plate glass, electrical fixtures (such as
lights, plugs, switches, wiring and breaker panels), interior and
exterior doors (including hardware and locks), heating, ventilation
and air-conditioning equipment, fire protection sprinkler system
(if installed), and the interior of the Premises in general (such
as walls, carpets, and ceiling tiles). All warranties and
guarantees in effect on any of the items mentioned above will be
for Tenant or Landlord's use as applicable. If any item for which
Tenant is responsible is inoperable for any reason, Tenant shall
promptly repair the item without regard to whether or not the items
operation is currently essential to the particular use of the
Premises by Tenant. If Tenant fails to properly and promptly
maintain the Premises, Landlord may, after 10 days notice, elect to
cause repairs or corrections to be made for the account of Tenant
and the resulting costs be payable by Tenant to Landlord as
Additional Rental on the next rental installment date. No notice is
required if Landlord, in its sole judgment, determines that
immediate repair action is necessary.
(c) Tenant, at
Tenant's sole cost and expense, shall during the term of this Lease
and any extensions thereof maintain a preventative maintenance
service agreement on the HVAC system for the Premises with a HVAC
contractor from time to time designated by Landlord. The service
agreement shall, at a minimum, provide for filter replacement (on a
frequency recommended by the contractor, but at least quarterly)
and inspection or belts and safety controls; bi-annual cleaning of
the condenser coils (or more frequently if dictated by local
conditions and experience, adjustment and calibration of
thermostats and checking of refrigerant operating pressures and
temperatures; and annual checking of heating systems and checking,
adjusting and lubricating of bearings and drives as required. A
copy of the service agreement shall be provided to
Landlord.
9.
Alterations and Improvements. At the end or other termination of
this Lease, Tenant shall deliver up the Premises with all
improvements, equipment, fixtures and property (except as otherwise
provided in this Lease) in good repair and condition, reasonable
wear and tear excepted, and shall deliver to Landlord all keys and
security system codes and accounts to the Premises. Tenant shall
pay the cost of any repair necessary to restore the Premises to the
condition in which they are to be delivered by Landlord. Tenant
will not make or allow to be made any alterations or physical
additions in or to the Premises without the prior written consent
of Landlord. All alterations, additions or improvements (whether
temporary or permanent in character) made in or upon the Premises
either by Landlord or by Tenant with Landlord's consent shall be
Landlord's property on termination of this Lease and shall remain
on the Premises without compensation to Tenant; provided, however,
that if Landlord has specified that such alterations, additions or
improvements shall be removed at the end of the lease term, then
Tenant shall do so. All furniture, moveable trade fixtures and
equipment installed by Tenant may be removed by Tenant at the
termination of this Lease if Tenant so elects and shall be so
removed if required by Landlord, or if not so removed shall, at the
option of the Landlord, become the property of Landlord or Landlord
may require removal at Tenant's risk and expense. All such
installations, removals and restoration shall be accomplished in a
good workmanlike manner so as not to damage the Premises or the
foundation, structure, roof, walls, interior partitions, utility
lines, plumbing, electrical lines or other utilities.
10. Common
Areas. Common Areas of the Project are
for the use of all tenants and include, but are not limited to the
following: parking areas (to the extent not reserved for a
particular tenant), landscaping, loading areas, sidewalks, malls,
promenades, common area restrooms, corridors, curb cuts and
entrance drives. The use and occupation by Tenant of the Premises
shall include the right to use Common Areas in common with the
other tenants of the Project, Landlord may designate changes in the
description of Common Areas. Tenant access to Common Areas does not
include any access to the exterior windows, walls, roof access
ladders or rooftops to the buildings in the Project. Access to roof
tops is limited to performance of necessary repairs and maintenance
for roof top equipment and improvements. All roof areas and Commons
Areas shall at all times be subject to the exclusive control and
management of Landlord and Landlord shall have the right from time
to time to establish, modify and enforce reasonable rules and
regulations with respect to all facilities and Common Areas
designated by Landlord. Landlord may, at its election: construct,
maintain, and operate signage and lighting facilities on all Common
Areas and improvements, provide for routine or special cleaning,
from time to time change the area, revise the location level and
arrangement of parking areas and other facilities (including
location of dumpsters and configuration of parking spaces), and
restrict parking by tenants, their officers, agents, and employees
to employee parking areas.
All Common Areas and
facilities not within the Premises, which Tenant may be permitted
to use and occupy, are to be used and occupied under revocable
license and if the amount of such areas be diminished, Landlord
shall not be subject to any liability nor shall Tenant be entitled
to any compensation or diminution or abatement of rent, nor shall
such diminution of such areas be deemed constructive or actual
eviction.
11. Assignments and
Subletting. Tenant shall not assign or in any
manner transfer its rights, estate or interest under this Lease or
sublet the Premises or any part of the Premises, or grant any
license, concession or other right of occupancy of any portion of
the Premises without prior express written consent of the Landlord.
Consent by Landlord to one or more assignments or subletting shall
not operate as a waiver of Landlord's rights as to any subsequent
assignments and subletting. Notwithstanding any assignment or
subletting, Tenant and any guarantor of Tenant's obligations under
this Lease shall at all times remain fully responsible and liable
for the payment of the rent and for compliance with all of Tenant's
other Obligations under this Lease. If Landlord assigns or
transfers its interest in this Lease or the Premises, Landlord
shall automatically be released from any further obligation to
Tenant under this Lease and Tenant agrees to look solely to such
successor in interest of the Landlord for performance of such
obligations. Tenant shall not mortgage, pledge or
otherwise encumber its interest in this Lease or in the
Premises.
12.
Indemnity. Landlord shall not be liable for
and Tenant will indemnify and save harmless Landlord of and from
all fines, suits, claims, demands, losses and actions (including
attorneys' fees) for any injury, loss or damage to person or
property on or about the Premises caused by: (i) the negligence,
gross negligence, recklessness, intentional misconduct or breach of
this Lease by Tenant; (ii) Tenant's vendors, agents, employees,
subtenants, invitees or by any other person entering the Premises
or the Building under express or implied invitation of Tenant; or
(iii) arising out of or related to Tenant's use of the Premises.
Landlord shall not be liable or responsible for any loss or damage
to any property or bodily or personal injury to any person
occasioned by: theft; fire; storm; flood; Act of God; public enemy;
injunction; riot; strike; insurrection; war; court order;
requisition by governmental body or authority; other tenants of the
Premises; or any other matter beyond control of Landlord. Landlord
shall not be liable for any injury, damage or inconvenience which
may arise from: (i) repair or alteration of any part of the
Premises, (ii) failure to make repairs, or (iii) any cause whatever
except Landlord's recklessness. To the extent necessary to allow
for indemnification of Landlord by Tenant in connection with bodily
injury to employees of Tenant, Tenant waives its right to claim
that a workers compensation recovery is the sole liability of
Tenant to any third party with respect to the injury of an employee
arising within the scope of their employment.
13.
Mortgages. Tenant accepts the Premises
subject to: (i) any deeds of trust, security interests or mortgages
which might now or in the future constitute a lien on all or part
of the Premises or the Project (ii) all governmental regulations
relating to the use of the Premises (including zoning ordinances,
building and fire codes, and all laws or regulations that apply to
environmental com