EXHIBIT 10.25


 


AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION


 


STANDARD
INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE – NET


 


(DO
NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)


 


1.             Basic Provisions (“Basic
Provisions”)


 


1.1           Parties; This Lease (“Lease”), dated for reference purposes only,
January 29, 99, is made by and between Courthouse Square LLC (“Lessor”) and Advanced Telcom Group, Inc. a
Delaware Corp. (“Lessee”),
(collectively the “Parties,” or
Individually a “Party”).


 


1.2           Premises:  That certain. real property; including all
improvements therein or to be provided by Lessor under the terms of this Lease,
and commonly known as 19/23 Old Courthouse Square, Santa Rosa located in
the County of Sonoma, State of California and generally described
as (describe brief the nature of the property and, if applicable, the “Project”, if the property is located within
a Project) approximately 8,278 square feet (to be verified by architectural
review (see attached letter as Exhibit D) (“Premises”).  (See also
Paragraph 2)


 


1.3           Term:  fifteen (15) years and -0-
months (“Original Term”)
commencing May 1, 1999 (“Commencement
Date”) and ending April 30, 2014 (“Expiration Date”).  (See
also Paragraph 3)


 


1.4           Early
Possession:  See Addendum 1 and * (“Early Possession Date”).  *(See also Paragraphs 3.2 and 3.3)


 


1.5           Base Rent:  $ See Addendum 1 per month (“Base Rent”), payable on the First
day of each month commencing May 1, 1999.  (See also Paragraph 4)


 


ý If this box is checked, there are provisions
in this Lease for the Base Rent to be adjusted.


 


1.6           Base Rent Paid
Upon Execution:  $ Equivalent to 1st month rent as Base
Rent for the period                              .


 


1.7           Security
Deposit:  $ Waived (“Security Deposit”). 
(See also Paragraph 5)


 


1.8           Agreed Use:  Telecommunication switching station and
offices.  (See also Paragraph 5)


 


1.9           Insuring Party.  Lessor is the “Insuring Party” unless otherwise stated herein, (See also
Paragraph 7).


 


1.10         Real Estate
Brokers:  (See also Paragraph 14)


 


(a)           Representation: 
The following real estate brokers (collectively, the “Brokers”) and brokerage relationships exist
in this transaction (check applicable boxes):


 


o                                                                                                                             represents
Lessor exclusively (“Lessor’s Broker”);


 


o
                                                                                                                         
represents Lessee exclusively (“Lessee’s Broker”);
or


 


ý Hurd Real Estate. Paul
Schwartz
                                                                      
represents both Lessor and Le see (“Dual Agency”).


 


(b)           Payment to
Brokers: Upon
execution and delivery of this Lease by both Parties, Lessor shall pay to the
Broker the fee agreed to in their separate written agreement (or if there is no
such agreement, the sum of N/A % of the total Base Rent for the
brokerage services rendered by said Broker).


 


1.11         Guarantor.  The obligations of the Lessee under this
Lease are to be guaranteed by N/A (“Guarantor”).  (See also Paragraph 37)


 


1.12         Addenda and
Exhibits.  Attached hereto is an Addendum or Addenda
consisting of Paragraphs See Addenda 1 & 2 and Exhibits Exhibit
A — Floor plan; Exhibit B — Agency Disclosure, Exhibit C-Site Plan; Exhibit
D-TLCD Letter; Exhibit E-Budget Estimate all of which constitute a part of
this Lease.


 


2.             Premises.


 


2.1           Letting.  Lessor hereby leases to Lessee, and Lessee
hereby leases from Lessor, the Premises, for the term, at the rental, and upon
all of the terms, covenants and conditions set forth in this Lease.  Unless otherwise provided herein; any
statement of size set forth in this Lease, or that may have been used in
calculating rental, is an approximation which the Parties agree is reasonable
and the rental based thereon is not subject to revision whether or not the
actual size is more or less.


 


2.2           Condition.  Lessor shall deliver the Premises to Lessee
broom clean and free of debris on the State Date or the Early Possession Date,
(“Start Date”), and, so tong as
the required service contracts described in Paragraph 6.1(b) below are obtained
by Lessee within thirty (30) days following the Start Date, warrants that the
existing electrical, plumbing, fire sprinkler, lighting, heating,  ventilating and air conditioning systems (“HVAC”), loading doors, if any, and all
ether such elements in the Premises, other than those constructed by Lessee,
shall be in good operating condition on said date and that the structural
elements of the roof, bearing walls and foundation of any buildings on the
Premises (the “Building”) shall be
free of material defects.  If a
non-compliance with said warranty exists as of the Start Date, Lessor shall, as
Lessor’s sole obligation with respect to such matter, except as otherwise
provided in this Lease, promptly after receipt of written notice from Lessee
within thirty (30) days of the Start Date.


 


2.3           Compliance.  To the best or Lessor’s knowledge, the
improvements on the Premises comply with all applicable laws, covenants or
restrictions of record, building codes, regulations and ordinances (“Applicable Requirements”) in effect on the
Start Date.  Said warranty does not apply
to the use to which Lessee will put the Premises or to any Alterations or
Utility Installations (as defined in Paragraph 6.3(a)) made or to be made by
Lessee.  NOTE:  Lessee is responsible for determining whether
or not the zoning is appropriate for Lessee’s intended use, and acknowledges
that past uses of the Premises may no longer be allowed.  If the Premises do not comply with Applicable
Requirements Lessor shall, except as otherwise provided, promptly after receipt
of written notice form Lessee setting forth with specificity the nature and
extent of such non-compliance, rectify the same at Lessor’s expense.  If Capital Expenditures are required as a
result of the specific and unique use of the Premises by Lessee as compared
with uses by tenants in general, Lessee shall be fully responsible for the cost
thereof.


 


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2.4           Acknowledgements.  Lessee acknowledges that: (a) it has been
advised by Lessor and/or Brokers to satisfy itself with respect to the
condition of the Premises (including but not limited to the electrical, HVAC
and fire sprinkler systems, security, environmental aspects, and compliance
with Applicable Requirements), and their suitability for Lessee’s intended use,
(b) Lessee has made such investigation as it deems necessary with reference to
such matters and assumes all responsibility therefor as the same relate to its
occupancy of the Premises, and (c) neither Lessor, Lessor’s agents, nor any
Broker has made any oral or written representations or warranties with respect
to said matters other than as set forth in this Lease.  In addition, Lessor acknowledges that: (a)
Broker has made no representations, promises or warranties concerning Lessee’s
ability to honor the Lease or suitability to occupy the Premises, and (b) it is
Lessor’s sole responsibility to investigate the financial capability and/or
suitability of all proposed tenants.


 


2.5           Lessee as Prior
Owner/Occupant.  The warranties made by Lessor in Paragraph 2
shall be of no force or effect if immediately prior to the Start Date Lessee
was the owner or occupant of the Premises. 
In such event, Lessee shall be responsible for any necessary corrective
work.


 


3.             Term.


 


3.1           Term.  The Commencement Date, Expiration Date and
Original Term of this Lease are as specified in Paragraph 1.3.


 


3.2           Early
Possession.  If Lessee totally or partially occupies the
Premises prior to the Commencement Date, the obligation to pay Rent for the
permanent space shall be abated for the period of such early possession.  All other terms of this Lease (including but
not limited to the obligations to maintain the Premises) shall, however, be in
effect during such period.  Any such
early possession shall not affect the Expiration Date.


 


3.3           Lessee
Compliance.  Lessor shall not be required to tender
possession of the Premises to Lessee until Lessee complies with its obligation
to provide evidence of Insurance (Paragraph 7.5).  Pending delivery of such evidence, Lessee
shall be required to perform all of its obligations under this Lease from and
after the Start Date, including the payment of Rent, notwithstanding Lessor’s
election to withhold possession pending receipt of such evidence of
insurance.  Further, if Lessee is
required to perform any other conditions prior to or concurrent with the Start
Date, the Start Date shall occur but Lessor may elect to withhold possession
until such conditions are satisfied.


 


4.             Rent.


 


4.1           Rent Defined.  All monetary obligations of Lessee to Lessor
under the terms of this Lease (except for the Security Deposit) are deemed to
be rent (“Rent”).


 


4.2           Payment.  Lessee shall cause payment of Rent to be
received by Lessor in lawful money of the United States, without offset or
deduction, on or before the day on which it is due.  Rent for any period during the term hereof
which is for less than one (1) full calendar month shall be prorated based upon
the actual number of days of said month. 
Payment of Rent shall be made to Lessor at its address stated herein or
to such other persons or place as Lessor may from time to time designate in
writing.  Acceptance of a payment which
is less than the amount then due shall not be a waiver of Lessor’s rights to
the balance of such Rent, regardless of Lessor’s endorsement of any check so
stating.


 


5.             Use.


 


5.1           Use.  Lessee shall use and occupy the Premises only
for the Agreed Use, or any other legal use which is reasonably comparable
thereto, and for no other purpose. 
Lessee shall not use or permit the use of the Premises in a manner that
is unlawful, creates damage, waste or a nuisance, or that disturbs owners
and/or occupants of, or causes damage to neighboring properties.  Lessor shall not unreasonably withhold or
delay its consent to any written request for a modification of the Agreed Use,
so long as the same will not impair the structural Integrity of the
improvements on the Premises or the mechanical or electrical systems therein,
is not significantly more burdensome to the Premises.  If Lessor elects to withhold consent, Lessor
shall within five (5) business days after such request give written
notification of same, which notice shall include an explanation of Lessor’s objections
to the change in use.


 


5.2           Hazardous
Substances.


 


(a)           Reportable Uses
Require Consent.  The term “Hazardous
Substance” as used in this Lease shall mean any product, substance,
or waste whose presence, use, manufacture, disposal, transportation, or
release, either by itself or in combination with other materials expected to be
on the Premises, is either: (i) potentially Injurious to the public health,
safety or welfare, the environment or the Premises, (ii) regulated or monitored
by any governmental authority, or (iii) a basis for potential liability of
Lessor to any governmental agency or third party under any applicable statute
or common law theory.  Hazardous
Substances shall include, but not be limited to, hydrocarbons, petroleum,
gasoline, and/or crude oil or any products, by-products or fractions
thereof.  Lessee shall not engage in any
activity in or on the Premises which constitutes a Reportable Use of Hazardous
Substances without the express prior written consent of Lessor and timely
compliance (at Lessee’s expense) with all Applicable Requirements.  “Reportable
Use” shall mean (i) the installation or use of any above or below
ground storage tank, (ii) the generation, possession, storage, use,
transportation, or disposal of a Hazardous Substance that requires a permit
from, or with respect to which a report, notice, registration or business plan
is required to be filed with, any governmental authority, and/or (iii) the
presence at the Premises of a Hazardous Substance with respect to which any Applicable
Requirements requires that a notice be given to persons entering or occupying
the Premises or neighboring properties. 
Notwithstanding the foregoing, Lessee may use any ordinary and customary
materials reasonably required to be used in the normal course of the Agreed
Use, so long as such use is in compliance with all Applicable Requirements, is
not a Reportable Use, and does not expose the Premises or neighboring property
to any meaningful risk of contamination or damage or expose Lessor to any liability
therefor.  In addition, Lessor may
condition its consent to any Reportable Use upon receiving such additional
assurances as Lessor reasonably deems necessary to protect itself, the public,
the Premises and/or the environment against damage, contamination, injury
and/or liability, including, but not limited to, the installation (and removal
on or before Lease expiration or termination) of protective modifications (such
as concrete encasements) and/or increasing the Security Deposit.


 


(b)           Duty to Inform
Lessor.  If Lessee knows, or has reasonable cause to
believe, that a Hazardous Substance has come to be located in, on, under or
about the Premises, other than as previously consented to by Lessor, Lessee
shall immediately give written notice of such fact to Lessor, and provide
Lessor with a copy of any report, notice, claim or other documentation which it
has concerning the presence of such Hazardous Substance.


 


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(c)           Lessee
Remediation.  Lessee shall not cause or permit any
Hazardous Substance to be spilled or released in, on, under, or about the
Premises (including through the plumbing or sanitary sewer system) and shall
promptly, at Lessee’s expense, take all investigatory and/or remedial action
reasonably recommended, whether or not formally ordered or required, for the
cleanup of any contamination of, and for the maintenance, security and/or
monitoring of the Premises or neighboring properties, that was caused or
materially contributed to by Lessee, or pertaining to or involving any
Hazardous Substance brought onto the Premises during the term of this Lease, by
or for Lessee, or any third party.


 


(d)           Lessee
Indemnification.  Lessee shall indemnify, defend and hold
Lessor, its agents, employees, lenders and ground lessor, if any, harmless from
and against any and all loss of rents and/or damages, liabilities, judgments,
claims, expenses, penalties, and attorneys’ and consultants’ fees arising out
of or involving any Hazardous Substance brought onto the Premises by or for
Lessee, or any third party (provided, however, that Lessee shall have no
liability under this Lease with respect to underground migration of any
Hazardous Substance under the Premises from adjacent properties).  Lessee’s obligations shall include, but not
be limited to, the effects of any contamination or injury to person, property
or the environment created or suffered by Lessee, and the cost of
investigation, removal, remediation, restoration and/or abatement, and shall
survive the expiration or termination of this Lease.  No
termination, cancellation or release agreement entered into by Lessor and
Lessee, shall release Lessee or Lessor from its obligations under this Lease
with respect to Hazardous Substances, unless specifically so agreed by Lessor
and Lessee in writing at the time of such agreement.


 


(e)           Lessor
Indemnification.  Lessor and its successors and assigns shall
indemnity, defend, reimburse and hold Lessee, its employees and lenders,
harmless from and against any and all environmental damages which existed as a
result of Hazardous Substances on the Premises prior to the Start Date or which
are caused by the gross negligence, or intentional acts of Lessor, its agents
or employees.  Lessor’s obligations, as
and when required by the Applicable Requirements, shall Include, but not be
limited to, the cost of Investigation, removal, remediation, restoration and/or
abatement, and shall survive the expiration or termination of this Lease.


 


(f)            Investigations
and Remediations.  Lessor shall retain the responsibility and
pay for any investigations or remediation measures required by governmental
entities having jurisdiction with respect to the existence of Hazardous
Substances on the Premises prior to the Start Date.  Lessee shall cooperate fully in any such
activities at the request of Lessor, including allowing Lessor and Lessor’s
agents to have reasonable access to the Premises at reasonable times In order
to carry out Lessor’s investigative and remedial responsibilities.


 


5.3           Lessee’s Compliance
with Applicable Requirements.  Except as otherwise provided in this Lease,
Lessee, shall, at Lessee’s sole expense, fully, diligently and in a timely
manner, materially comply with all Applicable Requirements, the requirements of
any applicable fire insurance underwriter or rating bureau, and the
recommendations of Lessor’s engineers and/or consultants which relate in any
manner to the Premises, without regard to whether said requirements are now in
effect or become effective after the Start Date.  Lessee shall, within ten (10) days after
receipt of Lessors written request, provide Lessor with copies of all permits
and other documents, and other information evidencing Lessee’s compliance with
any Applicable Requirements specified by Lessor, and shall immediately upon
receipt, notify Lessor in writing (with copies of any documents Involved) of
any threatened or actual claim, notice, citation, warning, complaint or report
pertaining to or Involving the failure of Lessee or the Premises to comply with
any Applicable Requirements.


 


5.4           Inspection;
Compliance.  Lessor and Lessor’s Lander and consultants
shall have the right to enter into Premises at any time, in the case of an
emergency, and otherwise at reasonable times for the purpose of inspecting the condition
of the Premises and for verifying compliance by Lessee with this Lease.  The cost of any such inspections shall be
paid by Lessor, unless a violation of Applicable Requirements, or a
contamination is found to exist or be imminent, or the inspection is requested
or ordered by a governmental authority. 
In such case, Lessee shall upon request reimburse Lessor for the cost of
such inspections, so long as such inspection is reasonably related to the
violation or contamination.


 


6.             Maintenance;
Repairs, Utility Installations; Trade Fixtures and Alterations.


 


6.1           Lessee’s
Obligations.


 


(a)           In General.  Subject to the provisions of Paragraph 2.2
(Condition), 2.3 (Compliance), 5.3 (Lessee’s Compliance with Applicable
Requirements), 6.2 (Lessor’s Obligations), 8 (Damage or Destruction), and 13
(Condemnation), Lessee shall, at Lessee’s sole expense, keep the Premises,
Utility Installations, and Alterations in good order, condition and repair
(whether or not the portion of the Premises requiring repairs, or the means of
repairing the same; are reasonably or readily accessible to Lessee, and whether
or not the need for such repairs occurs as a result of Lessee’s use, any prior
use, the elements or the age of such portion of the Premises), including, but
not limited to, all equipment or facilities exclusively serving the Premises,
such as plumbing, HVAC, electrical, lighting facilities, boilers, pressure
vessels, fire protection system, fixtures, walls (interior and exterior)
foundations, ceilings, floors, windows, doors, plate glass, driveways, fences,
signs, sidewalks immediately in front of Premises and parkways located in, on,
or adjacent to the Premises.  Lessee, in
keeping the Premises in good order, condition and repair, shall exercise and
perform good maintenance practices, specifically including the procurement and
maintenance of the service contracts required by Paragraph 6.1(b) below.  Lessee’s obligations shall include
restorations, replacements or renewals when necessary to keep the Premises and
all improvements thereon or a part thereof in good order, condition and state
of repair.  Lessee shall, during the term
of this Lease, keep the exterior appearance of the Building in a first-class
condition consistent with the exterior appearance of other similar facilities
of comparable age and size in the vicinity, including, when necessary, the
exterior repainting of the Building.


 


(b)           Service
Contracts.  Lessee shall, at Lessee’s sole expanse,
procure and maintain contracts, with copies to the Lessor, in customary form
and substance for, and with contractors specializing and experienced in the
maintenance of the following equipment and Improvements to the extent
exclusively serving the Premises, (“Basic
Elements”), if any, as and when installed on the Premises:  (i) HVAC equipment, (ii) boiler, and pressure
vessels, (iii) fire protection systems, (iv) landscaping and Irrigation
systems, (v) roof covering and drains, and (vi) asphalt and parking lots, (vii)
clarifiers and (viii) any other equipment, if reasonably required by Lessor.


 


6.2           Lessor’s
Obligations.  Subject to the provisions of Paragraphs 2.2
(Condition), 2.3 (Compliance), 8 (Damage or Destruction) and 13 (Condemnation),
it is intended by the Parties hereto that Lessor have no obligation, in any
manner whatsoever, to repair and maintain the Premises, or the equipment
therein, all of which obligations are intended to be that of the Lessee.  It is the intention of the Parties that the
terms of this Lease govern the respective obligations of the Parties as to
maintenance and repair of the


 


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Premises, and they expressly waive the benefit of any statute now or
hereafter in effect to the extent it is inconsistent with the terms of this
Lease.


 


6.3           Utility installations;
Trade Fixtures; Alterations.


 


(a)           Definitions;
Consent Required.  The term “Utility
Installations” refers to all floor and window coverings, air lines,
power panels, electrical distribution, security and fire protection systems,
communication systems, lighting fixtures, HVAC equipment, plumbing, and fencing
in or on the Premises.  The term “Trade Fixtures” shall mean Lessee’s
machinery and equipment that can be removed without doing material damage to
the Premises.  The term “Alterations” shall mean any modification of
the Improvements, other than Utility installations or Trade Fixtures, whether
by addition or deletion, “Lessee Owned
Alterations and/or  Utility
Installations” are defined as Alterations and/or Utility
Installations made by Lessee that are not yet owned by Lessor pursuant to
Paragraph 6.4(a).  Lessee shall not make
any Alterations or Utility Installations to the Premises without Lessor’s prior
written consent.  Lessee may, however,
make non-structural Utility Installations to the interior of the Premises
(excluding the roof) without such consent but upon notice to Lessor, as long as
they are not visible from the outside, do not involve puncturing, relocating or
removing the roof or any existing wails, and the cumulative cost thereof during
this Lease as extended does not exceed $50,000 in the aggregate or $10,000 in
any one year.


 


(b)           Consent.  Any Alterations or Utility Installations that
Lessee shall desire to make and which require the consent of the Lessor shall
be presented to Lessor in written form with detailed plans.  Consent shall be deemed conditioned upon
Lessee’s: (i) acquiring all applicable governmental permits, (ii) furnishing
Lessor with Copies of both the permits and the plans and specifications prior
to commencement of the work, and (iii) compliance with all conditions of said
permits and other Applicable Requirements in a prompt and expeditious
manner.  Any Alterations or Utility
Installations shall be performed in a workmanlike manner with good and
sufficient materials.  Lessee shall
promptly upon completion furnish Lesser with as-built plans and
specifications.  For work which costs an
amount equal to the greater of one month’s Base Rent, or $10,000, Lessor may
condition its consent upon Lessee providing a lien and completion bond in an
amount equal to one and one-half times the estimated cost of such Alteration or
Utility installation and/or upon Lessee’s posting an additional Security
Deposit with Lessor.


 


(c)           Indemnification.  Lessee shall pay, when due, all claims for
labor or materials furnished or alleged to have been furnished to or for Lessee
at or for use on the Premises, which claims are or may be secured by any
mechanic’s or materialmen’s lien against the Premises or any interest therein.  Lessee shall give Lessor not less than ten
(10) days’ notice prior to the commencement of any work in, on or about the
Premises, and Lessor shall have the right to past notices of
non-responsibility.  If Lessee shall
contest the validity of any such lien, claim or demand, then Lessee shall, at
its sole expense defend and protect itself. 
Lessor and the Premises against the same and shall pay and satisfy any
such adverse judgment that may be rendered thereon before the enforcement
thereof, if Lessor shall require, Lessee shall furnish a surety bond In art
amount equal to one and one-half times the amount of such contested lien, claim
or demand, indemnifying Lessor against liability for the same.  If Lessor elects to participate in any such action,
Lessee shall pay Lessor’s attorneys’ fees and costs.


 


6.4           Ownership;
Removal; Surrender; and Restoration.


 


(a)           Ownership.  Subject to Lessor’s right to require removal
or elect ownership as hereinafter provided, all Alterations and Utility
installations made by Lessee shall be the property of Lessee, but considered a
part of the Premises.  Lessor may, at any
time, elect in writing to be the owner of all or any specified part of the
Lessee Owned Alterations and Utility Installations.  Unless otherwise instructed per Paragraph
6.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at
the expiration or termination of this Lease, become the property of Lessor and
be surrendered by Lessee with the Premises, not including Lessee’s switching
room & equipment.


 


(b)           Removal.  By delivery to Lessee of written notice from
Lessor at the time of consent.  Lessor
may require that any or all Lessee Owned Alterations or Utility Installations
not including switching room and equipment be removed by the expiration or
termination of this Lease.  Lessor may
require the removal at any time of all or any part of any Lessee Owned
iterations or Utility installations made without the required consent.


 


(c)           Surrender/Restoration.  Lessee shall surrender the Premises by the
Expiration Date or any earlier termination date, with all of the improvements,
parts and surfaces thereof broom clean and free of debris, and in good
operating order, condition and state of repair, ordinary wear and tear
excepted.  “Ordinary wear and tear” shall
not include any damage or deterioration that would have been prevented by good
maintenance practice.  Lessee shall
repair any damage occasioned by the installation, maintenance or removal of
Trade Fixtures, furnishings, and equipment as well as the removal of any
storage tank installed by or for Lessee, and the removal, replacement, or
remediation of any soil, material or groundwater contaminated by Lessee.  Trade Fixtures shall remain the property of
Lessee and shall be removed by Lessee. 
The failure by Lessee to timely vacate the Premises pursuant to this
Paragraph 6.4(c) without the express written consent of Lessor shall constitute
a holdover under the provisions of Paragraph 25 below.


 


7.             Insurance;
Indemnity:


 


7.1           Payment For
Insurance.  See Second Addendum number 10.


 


7.2           Liability
insurance.


 


(a)           Carried by
Lessee.  Lessee shall obtain and keep in force a
Commercial General Liability Policy of Insurance protecting Lessee and Lessor
against claims for bodily injury, personal injury and property damage based
upon or arising out of the ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereto. 
Such insurance shall be on an occurrence basis providing single limit
coverage in an amount not less than $2,000,000 per occurrence with an “Additional Insured-Managers or Lessors of Premises
Endorsement” and contain the “Amendment
of the Pollution Exclusion Endorsement” for damage caused by heat,
smoke or fumes from a hostile fire.  The
Policy shall not contain any intra-insured exclusions as between insured
persons or organizations, but shall include coverage for liability assumed
under this Lease as an “insured contract” for the performance of Lessee’s
indemnity obligations under this Lease. 
The limits of said insurance shall not, however, limit the liability of
Lessee nor relieve Lessee of any obligation hereunder.  All insurance carried by Lessee shall be
primary to and not contributory with any similar insurance carried by Lessor,
whose insurance shall be considered excess insurance only.


 


(b)           Carried by
Lessor.  Lessor shall maintain liability insurance as
described in Paragraph 7.2(a), in addition to, and not in lieu of the insurance
required to be maintained by Lessee. 
Lessee shall not be named as an additional insured therein.


 


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7.3           Property
Insurance - Building, Improvements and Rental Value.


 


(a)           Building and
Improvements.  The insuring Party shall obtain and keep in
force a policy or policies in the name of Lessor, with loss payable to Lessor
and to any Lender insuring loss or damage to the Premises.  The amount of such insurance shall be equal
to the full replacement cost of the Premises, as the same shall exist from time
to time.  If Lessor is the Insuring
Party, however, Lessee Owned Alterations and Utility Installations, Trade
Fixtures, and Lessee’s personal property shall be insured by Lessee under
Paragraph 8.4 rather than by Lessor. 
Such policy or policies shall insure against all risks of direct
physical loss or damage (except the perils of flood and/or earthquake unless
required by a Lender), including coverage for debris removal and the
enforcement of any Applicable Requirements requiring the upgrading, demolition,
reconstruction or replacement of any portion of the Premises as the result of a
covered loss.  Said policy or policies
shall also contain an agreed valuation provision in lieu of any coinsurance
clause, waiver of subrogation, and installation guard protection causing an
increase in the annual property insurance coverage amount by a factor of not
less than the adjusted U.S. Department of Labor Consumer Price Index for All
Urban Consumers for the city nearest to where the Premises are located.  If such insurance coverage has a deductible
clause, the deductible amount shall not exceed $1,000 per occurrence, and
Lessee shall be liable for such deductible amount in the event of an Insured
Loss.


 


(b)           Rental Value.  The insuring Party shall obtain and keep in
force a policy or policies in the name of Lessor with loss payable to Lessor
and any Lender, insuring the loss of the full Rent for one (1) year.  Said insurance shall provide that in the
event the Lease is terminated by reason of an insured loss, the period of
indemnity for such coverage shall be extended beyond the date of the completion
of repairs or replacement of the Premises, to provide for one full year’s lass
of Rent from the date of any such loss. 
Said insurance shall contain an agreed valuation provision in lieu of
any coinsurance clause, and the amount of coverage shall be adjusted annually
to reflect the projected Rent otherwise payable by Lessee, for the next twelve
(12) month period.  Lessee shall be
liable for any deductible amount in the event of such loss.


 


(c)           Adjacent
Premises.  If the Premises are part of a larger
building, or of a group of buildings owned by Lessor which are adjacent to the
Premises, the Lessee shall pay for any increase in the premiums for the
property insurance of such building or buildings if said increase is caused by
Lessee’s acts, omissions, use or occupancy of the Premises.


 


7.4           Lessee’s
Property/Business Interruption Insurance.


 


(a)           Property Damage.  Lessee shall obtain and maintain insurance
coverage on all of Lessee’s personal property, Trade Fixtures, and Lessee Owned
Alterations and Utility Installations. 
Such insurance shall be full replacement cost coverage with a deductible
of not to exceed $1,000 per occurrence. 
The proceeds from any such insurance shall be used by Lessee for the
replacement of personal property, Trade Fixtures and Lessee Owned Alterations
and Utility Installations.  Lessee shall
provide Lessor with written evidence that such insurance is in force.


 


(b)           Business
Interruption.  If reasonably available, and if Lessor
requests Lessee to do so in writing, Lessee shall obtain and maintain loss of
Income and extra expense insurance in amounts as will reimburse Lessee for
direct or indirect loss of earnings attributable to all perils commonly Insured
against by prudent lessees in the business of Lessee or attributable to
prevention of access to the Premises as a result of such perils.


 


(c)           No
Representation of Adequate Coverage.  Lessor makes no
representation that the limits or forms of coverage of insurance specified
herein are adequate to cover Lessee’s property, business operations or
obligations under this Lease.


 


7.5           Insurance
Policies.  Insurance required herein shall be by
companies duly licensed or admitted to transact business in the state where the
Premises are located, and maintaining during the policy term a “General
Policyholders Rating” of at least B+, V, as set forth in the most current issue
of “Best’s Insurance Guide”, or such other rating as may be required by a
Lender.  Lessee shall not do or permit to
be done anything which invalidates the required insurance policies.  Lessee shall, prior to the Start Date,
deliver to Lessor certified copies of policies of such insurance or
certificates evidencing the existence and amounts of the required insurance.  No such policy shall be cancelable or subject
to modification except after thirty (30) days prior written notice to
Lessor.  Lessee shall, at least thirty
(30) days prior to the expiration of such policies, furnish Lessor with
evidence of renewals or “insurance binders” evidencing renewal thereof, or Lessor
may order such insurance and charge the cost thereof to Lessee, which amount
shall be payable by Lessee to Lessor upon demand.  Such policies shall be for a term of at least
one year, or the length of the remaining term of this Lease, whichever is less.  If either Party shall fail to procure and
maintain the insurance required to be carried by it, the other Party may, but
shall not be required to, procure and maintain the same.


 


7.6           Waiver of
Subrogation.  Not withstanding anything to the contrary,
Lessee and Lessor each hereby release and relieve the other, and waive their
entire right to recover damages against the other, for loss of or damage to its
property arising out of or incident to the perils required to be insured
against herein.  The effect of such
releases and waivers is not limited by the amount of insurance carried or
required, or by any deductibles applicable hereto.  The Parties agree to have their respective
property damage insurance carriers waive any right to subrogation that such
companies may have against Lessor or Lessee, as the case may be, so song as the
insurance is not invalidated thereby.


 


7.7           Indemnity.  Except to the extent of the negligence or
willful misconduct of Landlord or its agents or contractors, Lessee shall
indemnify, protect, defend and hold harmless the Premises, Lessor and its
agents, Lessor’s master or ground lessor, partners and Lenders, from and
against any and all claims, loss of rents and/or damages, liens, judgments,
penalties, attorneys’ and consultants’ fees, expenses and/or liabilities
arising out of, involving, or in connection with, the use and/or occupancy of
the Premises by Lessee. If any action or proceeding is brought against Lessor
by reason of any of the foregoing matters, Lessee shall upon notice defend the
same at Lessee’s expense by counsel reasonably satisfactory to Lessor and
Lessor shall cooperate with Lessee in such defense.  Lessor need not have first paid any such
claim in order to be defended or indemnified.


 


7.8           Exemption of
Lessor from Liability.  Except to the extent of the negligence or
willful misconduct of Landlord or its agents or contractors, Lessor shall not
be liable for injury or damage to the person or goods, wares, merchandise or
other property of Lessee, Lessee’s employees, contractors, Invitees, customers,
or any other person in or about the Premises, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water or rain, or from
the breakage, leakage, obstruction or other defects of pipes, fire sprinklers,
wires, appliances, plumbing, HVAC or lighting fixtures, or from any other
cause, whether the said injury or damage results from conditions arising upon
the Premises or upon other portions of the Building of which the Premises are a
part, or from other sources or laces. 
Lessor shall not be liable for any damages arising from any act or
neglect of any other tenant of Lesser. 
Except to the extent of the negligence or willful misconduct of Landlord
or its agents or contractors, Lessor shall under no circumstances be liable for
injury to Lessee’s business or for any loss of income or profit therefrom.


 


5





















 


8.             Damage or
Destruction.


 


8.1           Definitions.


 


(a)           “Premises Partial Damage”
shall mean damage or destruction to the improvements on the Premises, other
than Lessee Owned Alterations and Utility Installations, which can reasonably
be repaired in two hundred forty days or less from the date of the damage or
destruction.  Lessor shall notify Lessee
in writing within thirty (30) days from the date of the damage or destruction
as to whether or not the damage is Partial or Total.


 


(b)           “Premises Total
Destruction” shall mean damage or destruction to the Premises, other
than Lessee Owned Alterations and Utility installations, which cannot
reasonably be repaired in two hundred forty days or less from the date of the
damage or destruction.  Lessor shall
notify Lessee in writing within thirty (30) days from the date of the damage or
destruction as to whether or not the damage is Partial or Total.


 


(c)           “Insured Loss”
shall mean damage or destruction to improvements on the Premises, other than
Lessee Owned Alterations and Utility Installations and Trade Fixtures, which
was caused by an event required to be covered by the insurance described in
Paragraph 7.3(a), irrespective of any deductible amounts or coverage limits
involved.


 


(d)           “Replacement Cost”
shall mean the cost to repair or rebuild the improvements owned by Lessor at
the time of the occurrence to their condition existing immediately prior
thereto, including demolition, debris removal and upgrading required by the
operation of Applicable Requirements, and without deduction for depreciation.


 


(e)           “Hazardous Substance
Condition” shall mean the occurrence or discovery of a condition
involving the presence of, or a contamination by, a Hazardous Substance as
defined in Paragraph 5.2(a), in, on, or under the Premises.


 


8.2           Partial Damage
- Insured Loss.  If a Premises Partial Damage that is an
Insured Loss occurs, then Lessor shall, at Lessors expense, repair such damage
(but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility
Installations) as soon as reasonably possible and this Lease shall continue in
full force and effect; provided, however, that Lessee shall, at Lessor’s
election, make the repair of any damage or destruction the total cost to repair
of which is $10,000 or less, and, in such event, Lessor shall make any
applicable insurance proceeds available to Lessee on a reasonable basis for
that purpose.  Notwithstanding the
foregoing, if the required insurance was not in force or the insurance proceeds
are not sufficient to effect such repair, the Insuring Party shall promptly
contribute the shortage in proceeds (except as to the deductible which is
Lessee’s responsibility) as and when required to complete said repairs.  Premises Partial Damage due to flood or
earthquake shall be subject to Paragraph 8.3, notwithstanding that there may be
some insurance coverage, but the net proceeds of any such insurance shall be
made available for the repairs if made by either Party.


 


8.3           Partial Damage
- Uninsured Loss.  If a Premises Partial Damage that is not an
Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in
which event Lessee shall make the repairs at Lessee’s expense), Lessor may
either: (i) repair such damage as soon as reasonably possible at Lessor’s
expense, in which event this Lease shall continue in full force and effect, or
(ii) terminate this Lease by giving written notice to Lessee within thirty (30)
days after receipt by Lessor of knowledge of the occurrence of such
damage.  Such termination shall be
effective sixty (60) days following the date of such notice.  In the event Lessor elects to terminate this
Lease, Lessee shall have the right within ten (10) days after receipt of the
termination notice to give written notice to Lessor of Lessee’s commitment to
pay for the repair of such damage without reimbursement from Lessor.  Lessee shall provide Lessor with said funds
or satisfactory assurance thereof within thirty (30) days after making such
commitment.  In such event this Lease
shall continue in full force and effect, and Lessor shall proceed to make such
repairs as soon as reasonably possible after the required funds are
available.  It Lessee does not make the
required commitment, this Lease shall terminate as of the date specified in the
termination notice.


 


8.4           Total
Destruction.  Notwithstanding any other provision hereof,
if a Premises Total Destruction occurs, this Lease shall terminate sixty (60)
days following such Destruction at the option of either party by giving written
notice within 15 days of the Total Destruction.


 


8.5           Damage Near End
of Term.  If at any time during the last six (6) months
of this Lease there is damage for which the cost to repair exceeds one (1)
month’s Base Rent, whether or not an Insured Loss, Lessor may terminate this
Lease effective sixty (60) days following the date of occurrence of such damage
by giving a written termination notice to Lessee within thirty (30) days alter
the data of occurrence of such damage. 
Notwithstanding the foregoing, if Lessee at that time has an exercisable
option to extend this Lease or to purchase the Premises, then Lessee may
preserve this Lease by, (a) exercising such option and (b) providing Lessor
with any shortage in insurance proceeds (or adequate assurance thereof) needed
to make the repairs on or before the earlier of (i) the date which is ten days
after Lessee’s receipt of Lessors written notice purporting to terminate this
Lease, or (ii) the day prior to the date upon which such option expires.  If Lessee duly exercises such option during
such period and provides Lessor with funds (or adequate assurance thereof) to
cover any shortage in insurance proceeds, Lessor shall, at Lessor’s
commercially reasonable expense, repair such damage as soon as reasonably
possible and this Lease shall continue in full force and effect.  If Lessee fails to exercise such option and provide
such funds or assurance during such period, then this Lease shall terminate on
the date specified in the termination notice and Lessee’s option shall be
extinguished.


 


8.6           Abatement of
Rent; Lessee’s Remedies.


 


(a)           Abatement.  In the event of Premises Partial Damage or
Premises Total Destruction or a Hazardous Substance Condition for which Lessee
is not responsible under this Lease, the Rent payable by Lessee for the period
required for the repair, remediation or restoration of such damage shall be
abated in proportion to the degree to which Lessee’s use of the Premises is
impaired, and Lessor shall have no liability for any such damage, destruction,
remediation, repair or restoration except as provided herein.


 


(b)           Remedies.  If Lessor shall be obligated to repair or
restore the Premises and does not commence, in a substantial and meaningful
way, such repair or restoration within ninety (90) days after such obligation
shall accrue, Lessee may, at any time prior to the commencement of such repair
or restoration, give written notice to Lessor and to any Lenders of which
Lessee has actual notice, of Lessee’s election to terminate this Lease on a
date not less than sixty (60) days following the giving of such notice.  If Lessee gives such notice and such repair
or restoration is not commenced within thirty (30) days thereafter, this Lease
shall terminate as of the date specified in said notice.  If the repair or restoration is commenced
within said thirty (30) days, this Lease shall continue in full force and
effect.  “Commence” shall mean either the unconditional authorization of
the preparation of the required plans, or the beginning of the actual work on
the Premises, whichever first occurs.


 


6





















 


8.7           Termination-Advance
Payments.  Upon termination of this Lease pursuant to
Paragraph 6.2(g) or Paragraph 8, an equitable adjustment shall be made
concerning advance Base Rent and any other advance payments made by Lessee to
Lessor.  Lessor shall, in addition, return
to Lessee so much of Lessee’s Security Deposit as has not been, or is not then
required to be, used by Lessor.


 


8.8           Waive Statutes.  Lessor and Lessee agree that the terms of
this Lease shall govern the effect of any damage to or destruction of the
Premises with respect to the termination of this Lease and hereby waive the
provisions of any present or future statute to the extent inconsistent
herewith.


 


9.             Real Property
Taxes.


 


9.1           Definition of
“Real Property Taxes.”  As used herein, the term “Real Property Taxes” shall include any form
of assessment; real estate, general, special, ordinary or extraordinary, or
rental levy or tax (other than inheritance, personal income or estate taxes);
improvement bond; and/or license fee imposed upon or levied against any legal
or equitable interest of Lessor in the Premises, Lessors right to other income
therefrom, and/or Lessor’s business of leasing, by any authority having the
direct or indirect power to tax and where the funds are generated with
reference to the Building address and where the proceeds so generated are to be
applied by the city, county or other local taxing authority of a jurisdiction
within which the Premises are located. 
The term “Real Property Taxes”
shall also include any tax, fee, levy, assessment or charge, or any increase
therein, imposed by reason of events occurring during the term of this Lease,
including but not limited to, a change in the ownership of the Premises.


 


9.2


 


(a)           Payment of
Taxes.  Lessee shall pay its prorata share of Real
Property Taxes applicable to the Building during the term of this Lease.  Subject to Paragraph 8.2(b), all such
payments shall be made at least ten (10) days prior to any delinquency
date.  Lessee shall promptly furnish Lessor
with satisfactory evidence that such taxes have been paid.  If any such taxes shall cover any period of
time prior to or after the expiration or termination of this Lease, Lessee’s
share of such taxes shall be prorated to cover only that portion of the tax
bill applicable to the period that this Lease is in effect, and Lessor shall
reimburse Lessee for any overpayment.  If
Lessee shall fail to pay any required Real Property Taxes, Lessor shall have
the right to pay the same, and Lessee shall reimburse Lessor therefor upon
demand.


 


(b)           Advance payment.  In the event Lessee incurs a late charge on
any Rent payment, Lessor may, at Lessor’s option, estimate the current Real
Property Taxes, and require that such taxes be paid in advance to Lessor by
Lessee, either: (i) in a lump sum amount equal to the Installment due, at least
twenty (20) days prior to the applicable delinquency date, or (ii) monthly in
advance with the payment of the Base Rent. 
If Lessor elects to require payment monthly in advance, the monthly
payment shall be an amount equal to the amount of the estimated installment of
taxes divided by the number of months remaining before the month in which said
installment becomes delinquent.  When the
actual amount of the applicable tax bill is known, the amount of such equal
monthly advance payments shall be adjusted as required to provide the funds
needed to pay the applicable taxes.  If
the amount collected by Lessor is insufficient to pay such Real Property Taxes
when due, Lessee shall pay Lessor, upon demand, such additional sums as are
necessary to pay such obligations.  All
moneys paid to Lessor under this Paragraph may be intermingled with other
moneys of Lessor and shall not bear interest.


 


9.3           Joint
Assessment.  If the Premises are not separately assessed,
Lessee’s liability shall be an equitable proportion of the Real Property Taxes
for all of the land and improvements included within the tax parcel assessed,
such proportion to be conclusively determined by Lessor from the respective
valuations assigned in the assessor’s work sheets or such other information as
may be reasonably available.


 


9.4           Personal
Property Taxes.  Lessee shall pay, prior to delinquency, all
taxes assessed against and levied upon Lessee Owned Alterations, Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee.  When possible, Lessee shall
cause such property to be assessed and billed separately from the real property
of Lessor.  If any of Lessee’s said
personal property shall be assessed with Lessors real property, Lessee shall
pay Lessor the taxes attributable to Lessee’s property within ten (10) days
after receipt of a written statement.


 


10.          Utilities.  Lessee shall pay for all water, gas, heat,
light, power, telephone, trash disposal and other utilities and services
supplied to the Premises, together with any taxes thereon.  If any such services are not separately
metered to Lessee, Lessee shall pay a reasonable proportion, to be determined
by Lessor, of all charges jointly metered.


 


11.          Assignment and
Subletting.


 


11.1         Lessors Consent
Required.


 


(a)           Lessee shall not voluntarily or by operation of law assign,
transfer, mortgage or encumber (collectively, “assign or assignment”) or sublet all or any part of Lessee’s
interest in this Lease or in the Premises without Lessors prior written
consent.


 


(b)           Lessee’s remedy for any breach of Paragraph 11.1 by Lessor
shall be limited to compensatory damages and/or injunctive relief.


 


11.2         Terms and
Conditions Applicable to Assignment and Subletting.


 


(a)           Regardless of Lessors consent, any assignment or subletting
shall not (i) be effective without the express written assumption by such
assignee or sublessee of the obligations of Lessee under this Lease, (ii)
release Lessee of any obligations hereunder, or (iii) alter the primary
liability of Lessee for the payment of Rent or for the performance of any other
obligations to be performed by Lessee.


 


(b)           Lessor may accept Rent or performance of Lessee’s
obligations from any person other than Lessee pending approval or disapproval
of an assignment.  Neither a delay in the
approval or disapproval of such assignment nor the acceptance of Rent or
performance shall constitute a waiver or estoppel of Lessors right to exercise
its remedies for Lessee’s Default or Breach.


 


(c)           Lessor’s consent to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting.


 


(d)           In the event of any Default or Breach by Lessee, Lessor may
proceed directly against Lessee, any Guarantors or anyone else responsible for
the performance of Lessee’s obligations under this Lease, including any
assignee or 


 


7





















 


sublessee, without first exhausting Lessor’s remedies against any other
person or entity responsible therefore to Lessor, or any security held by
Lessor.


 


(e)           Each request for consent to an assignment or subletting
shall be in writing, accompanied by information relevant to Lessor’s
determination as to the financial and operational responsibility and
appropriateness of the proposed assignee or sublessee, including but not
limited to the intended use and/or required modification of the Premises, if
any, Lessee agrees to provide Lessor with such other or additional information
and/or documentation as may be reasonably requested.


 


(f)            Any assignee of, or sublessee
under, this Lease shall, by reason of accepting such assignment or entering
into such sublease, be deemed to have assumed and agreed to conform and comply
with each and every term, covenant, condition and obligation herein to be
observed or performed by Lessee during the term of said assignment or sublease,
other than such obligations as are contrary to or inconsistent with provisions
of an assignment or sublease to which Lessor has specifically consented to in
writing.


 


11.3         Additional
Terms and Conditions Applicable to Subletting.  The following terms
and conditions shall apply to any subletting by Lessee of all or any part of
the Premises and shall be deemed included in all subleases under this Lease
whether or not expressly incorporated therein:


 


(a)           Lessee hereby assigns and transfers to Lessor all of
Lessee’s interest in all Rent payable on any sublease, and Lessor may collect
such Rent and apply same toward Lessee’s obligations under this Lease;
provided, however, that until a Breach shall occur in the performance of
Lessee’s obligations, Lessee may collect said Rent.  Lessor shall not, by reason of the foregoing
or any assignment of such sublease, nor by reason of the collection of Rent, be
deemed liable to the sublessee for any failure of Lessee to perform and comply
with any of Lessee’s obligations to such sublessee.  Lessee hereby irrevocably authorizes and
directs any such sublessee, upon receipt of a written notice from Lessor
stating that a Breach exists in the performance of Lessee’s obligations under
this Lease, to pay to Lessor all Rent due and to become due under the
sublease.  Sublessee shall rely upon any
such notice from Lessor and shall pay all Rents to Lessor without any
obligation or right to inquire as to whether such Breach exists, notwithstanding
any claim from Lessee to the contrary.


 


(b)           In the event of a Breach by Lessee, Lessor may, at its
option, require sublessee to attorn to Lessor, in which event Lessor shall
undertake the obligations of the sublessor under such sublease from the time of
the exercise of said option to the expiration of such sublease; provided,
however, Lessor shall not be liable for any prepaid rents or security deposit
paid by such sublessee to such sublessor or for any prior Defaults or Breaches
of such sublessor,


 


(c)           Any matter requiring the consent of the sublessor under a
sublease shall also require the consent of Lessor.


 


(d)           No sublessee shall further assign or sublet all or any part
of the Premises without Lessor’s prior written consent.


 


(e)           Lessor shall deliver a copy of any notice of Default or
Breach by Lessee to the sublessee, who shall have the right to cure the Default
of Lessee within the grace period, if any, specified in such notice.


 


12.          Default;
Breach; Remedies.


 


12.1         Default; Breach.  A “Default”
is defined as a failure by the Lessee to comply with or perform any of the
terms, covenants, conditions or rules under this Lease.  A “Breach”
is defined as the occurrence of one or more of the following Defaults, and the
failure of Lessee to cure such Default within any applicable grace period:


 


(a)           The abandonment of the Premises.


 


(b)           The failure of Lessee to make any payment of Rent or any
other monetary payment required to be made by Lessee hereunder, whether to
Lessor or to a third party, when due, to provide reasonable evidence of
insurance or surety bond, or to fulfill any obligation under this Lease which
endangers or threatens life or property, where such failure continues for a
period of five (5) business days following written notice to Lessee.


 


(c)           The failure by Lessee to provide (i) reasonable written
evidence of compliance with Applicable Requirements, (ii) the service
contracts, (iii) the rescission of an unauthorized assignment or subletting,
(iv) a Tenancy Statement, (v) a requested subordination, (vi) any document
requested under Paragraph 40 (easements), or (vii) any other documentation or
information which Lessor may reasonably require of Lessee under the terms of
this Lease, where any such failure continues for a period of ten (10) days
following written notice to Lessee.


 


(d)           A Default by Lessee as to the terms, covenants, conditions
or provisions of this Lease, or of the rules adopted under Paragraph 38 hereof,
other than those described in subparagraphs 12.1(a), (b) or (c), above, where
such Default continues for a period of thirty (30) days after written notice;
provided, however, that if the nature of Lessee’s Default is such that more
than thirty (30) days are reasonably required for its cure, then it shall not
be deemed to be a Breach if Lessee commences such cure within said thirty (30)
day period and thereafter diligently prosecutes such cure to completion.


 


(e)           The occurrence of any of the following events: (i) the
making of any general arrangement or assignment for the benefit of creditors;
(ii) becoming a “debtor” as defined In 11 U.S.C. § 101 or any successor statute
thereto (unless, in the case of a petition filed against Lessees, the same is
dismissed within sixty (60) days); (iii) the appointment of a trustee or
receiver to take possession of substantially all of Lessee’s assets located at
the Premises or of Lessee’s interest in this Lease, where possession is not
restored to Lessee within thirty (30) days; or (iv) the attachment, execution
or other judicial seizure of substantially all of Lessee’s assets located at
the Premises or of Lessee’s interest in this Lease, where such seizure is not
discharged within thirty (30) days; provided, however, in the event that any
provision of this subparagraph (e) is contrary to any applicable law, such
provision shall be of no force or effect, and not affect the validity of the
remaining provisions.


 


(f)            The discovery that any financial
statement of Lessee or of any Guarantor given to Lessor was materially false.


 


12.2         Remedies.  If Lessee fails to perform any of its
affirmative duties or obligations, within the time periods set forth above (or
in case of an emergency, without notice), Lessor may, at its option, perform
such duty or obligation on Lessee’s behalf, including but not limited to the
obtaining of reasonably required bonds, insurance policies, or governmental
licenses, permits or approvals.  The
costs and expenses of any such performance by Lessor shall be due and payable
by Lessee upon receipt of invoice therefor. 
If any check given to Lessor by Lessee shall not be honored by the bank
upon which it is drawn, Lessor, at its option, may require that such payment be
made by Lessee to be by cashier’s check. 
In the event of a Breach, Lessor may, with or without further


 


8





















 


notice or demand, and without limiting Lessor in the exercise of any
right or remedy which Lessor may have by reason of such Breach:


 


(a)           Terminate Lessee’s right to possession of the Premises by
any lawful means, in which case this Lease shall terminate and Lessee shall
immediately surrender possession to Lessor. 
In such event Lessor shall be entitled to recover from Lessee: (i) the
unpaid Rent which had been earned at the time of termination; (ii) the worth at
the time of award of the amount by which the unpaid rent which would have been
earned after termination until the time of award exceeds the amount of such
rental loss that the Lessee proves could have been reasonably avoided; (iii)
the worth at the time of award of the amount by which the unpaid rent for the
balance of the term after the time of award exceeds the amount of such rental
loss that the Lessee proves could be reasonably avoided; and (iv) any other
amount necessary to compensate Lessor for all the detriment proximately caused
by the Lessee’s failure to perform its obligations under this Lease or which in
the ordinary course of things would be likely to result therefrom, including
but not limited to the cost of recovering possession of the Premises, expenses
of reletling, including necessary renovation and alteration of the Premises,
reasonable attorneys’ fees, and that portion of any leasing commission paid by
Lessor in connection with this Lease applicable to the unexpired term of this
Lease.  The worth at the time of award of
the amount referred to in provision (iii) of the immediately preceding sentence
shall be computed by discounting such amount at the discount rate of the
Federal Reserve Bank of the District within which the Premises are located at
the time of award plus one percent (1%). 
Efforts by Lessor to mitigate damages caused by Lessee’s Breach of this
Lease shall not waive Lessor’s right to recover damages under paragraph 11.  If termination of this Lease is obtained
through the provisional remedy of unlawful detainer, Lessor shall have the
right to recover in such proceeding any unpaid Rent and damages as are
recoverable therein, or Lessor may reserve the right to recover all or any part
thereof in a separate suit.  If a notice
and grace period required under Paragraph 12.1 was not previously given, a
notice to pay rent or quit, or to perform or quit given to Lessee under the
unlawful detainer statute shall also constitute the notice required by
Paragraph 12.1.  In such case, the
applicable grace period required by Paragraph 12.1 and the unlawful detainer
statute shall run concurrently, and the failure of Lessee to cure the Default
within the greater of the two such grace periods shall constitute both an
unlawful detainer and a Breach of this Lease entitling Lessor to the remedies
provided for In this Lease and/or by said statute.


 


(b)           Continue the Lease and Lessee’s right to possession and
recover the Rent as it becomes due.  In
which event Lessee may sublet or assign, subject only to reasonable
limitations.  Acts of maintenance,
efforts to relet, and/or the appointment of a receiver to protect the Lessor’s
Interests, shall not constitute a termination of the Lessee’s right to
possession,


 


(c)           Pursue any other remedy now or hereafter available under the
laws or judicial decisions of the state wherein the Premises are located.  The expiration or termination of this Lease
and/or the termination of Lessee’s right to possession shall not relieve Lessee
from liability under any indemnity provisions of this Lease as to matters
occurring or accruing during the term hereof or by reason of Lessee’s occupancy
of the Premises.


 


12.3         Inducement
Recapture.  Any agreement for free or abated rent or
other charges, or for the giving or paying by Lessor to or for Lessee of any
cash or other bonus, inducement or consideration for Lessee’s entering into
this Lease, all of which concessions are hereinafter referred to as “Inducement
Provisions,” shall be deemed conditioned upon Lessee’s full and faithful
performance of all of the terms, covenants and conditions of this Lease.  Upon Breach of this Lease by Lessee, any such
Inducement Provision shall automatically be deemed deleted from this Lease and
of no further force or effect, and any unamortized portion of rent, other
charge, bonus, inducement or consideration theretofore abated, given or paid by
Lessor under such an inducement Provision shall be immediately due and payable
by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by
Lessee.  The acceptance by Les or of rent
or the cure of the Breach which initiated the operation of this paragraph shall
not be deemed a waiver by Lessor of the provisions of this paragraph unless
specifically so stated in writing by Lessor at the time of such acceptance.


 


12.4         Late Charges.  Lessee hereby acknowledges that late payment
by Lessee of Rent will cause Lessor to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to ascertain.  Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
Lessor by any Lender.  Accordingly, if
any Rent shall not be received by Lessor within five (5) days after such amount
shall be due, then, without any requirement for notice to Lessee, Lessee shall
pay to Lessor a one-time late charge equal to ten percent (10%) of each such
overdue amount.  The parties hereby agree
that such late charge represents a fair and reasonable estimate of the costs
Lessor will incur by reason of such late payment.  Acceptance of such late charge by Lessor
shall in no event constitute a waiver of Lessee’s Default or Breach with
respect to such overdue amount, nor prevent the exercise of any of the other
rights and remedies granted hereunder. 
In the event that a late charge is payable hereunder, whether or not
collected, for three (3) consecutive installments of Base Rent, than
notwithstanding any provision of this Lease to the contrary, Base Rent shall,
at Lessor’s option, become due and payable quarterly in advance.


 


12.5         Interest.  Any monetary payment due Lessor hereunder,
other than late charges, not received by Lessor within thirty (30) days
following the date on which it was due, shall bear Interest from the
thirty-first (31st) day after it was due. 
The Interest (“Interest”)
charged shall be equal to the prime rate charged by the largest state chartered
bank in the state in which the Premises are located plus 4%, but shall not
exceed the maximum rate allowed by law. 
Interest is payable in addition to the potential late charge provided
for in Paragraph 12.4.


 


12.6         Breach by
Lessor.


 


(a)           Notice of
Breach.  Lessor shall not be deemed in breach of this
Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor.  For
purposes of this Paragraph, a reasonable time shall in no event be more than
thirty (30) days after receipt by Lessor, and any Lender whose name and address
shall have been furnished Lessee in writing for such purpose, of written notice
specifying wherein such obligation of Lessor has not been performed; provided,
however, that if the nature of Lessors obligation is such that more than thirty
(30) days are reasonably required for its performance, then Lessor shall not be
in breach if performance is commenced within such thirty (30) day period and
thereafter diligently pursued to completion.


 


(b)           Performance by
Lessee on Behalf of Lessor.  In the event that neither Lessor nor Lender
cures said breach within thirty (30) days after receipt of said notice, or if
having commenced said cure they do not diligently pursue it to completion, then
Lessee may elect to cure said breach at Lessee’s expense and offset from Rent
an amount equal to the greater of one month’s Base Rent or the Security Deposit,
and to pay an excess of such expense under protest, reserving Lessee’s right to
reimbursement from Lessor.  Lessee shall
document the cost of said cure and supply said documentation to Lessor.


 


13.          Condemnation.  If the Premises or any portion thereof are
taken under the power of eminent domain or sold under the threat of the
exercise of said power (collectively “Condemnation”),
this Lease shall terminate as to the part taken as of the date the 


 


9





















 


condemning authority takes title
or possession, whichever first occurs. 
If more than ten percent (10%) of any building, or more than twenty-five
percent (25%) of the land area not occupied by any building, is taken by Condemnation,
Lessee may, at Lessee’s option, to be exercised in writing Within ten (10) days
after Lessor shall have given Lessee written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
shall have taken possession) terminate this Lease as of the date the condemning
authority takes such possession.  If
Lessee does not terminate this Lease in accordance with the foregoing, this
Lease shall remain in full force and effect as to the portion of the Premises
remaining, except that the Base Rent shall be reduced in proportion to the
reduction in utility of the Premises caused by such Condemnation.  Condemnation awards and/or payments shall be
the property of Lessor, whether such award shall be made as compensation for
diminution in value of the leasehold, the value of the part taken, or for
severance damages; provided, however, that Lessee shall be entitled to any
compensation for Lessee’s relocation expenses, loss of business goodwill and/or
Trade Fixtures, without regard to whether or not this Lease is terminated
pursuant to the provisions of this Paragraph. 
All Alterations and Utility Installations made to the Premises by
Lessee, for purposes of Condemnation only, shall be considered the property of
the Lessee and Lessee shall be entitled to any and all compensation which is
payable therefor.  In the event that this
Lease is not terminated by reason of the Condemnation, Lessor shall repair any
damage to the Premises caused by such Condemnation.


 


14.          Brokers’ Fee.


 


14.1         Assumption of
Obligations.  Any buyer or transferee of Lessor’s Interest
in this Lease shall be deemed to have assumed Lessor’s obligation
hereunder.  Each Broker shall be a third
party beneficiary of the provisions of Paragraphs 1.10, 14, 21 and 30.  If Lessor fails to pay to a Broker any
amounts due as and for commissions pertaining to this Lease when due, than such
amounts shall accrue interest.  In
addition, if Lessor fails to pay any amounts to Lessee’s Broker when due,
Lessee’s Broker may send written notice to Lessor and Lessee of such failure
and if Lessor fails to pay such amounts within ten (10) days after said notice,
Lessee shall pay said monies to its Broker and offset such amounts against
Rent.  In addition, Lessee’s Broker shall
be deemed to be a third party beneficiary of any commission agreement entered
into by and/or between Lessor and Lessor’s Broker.


 


14.2         Representations
and Indemnities of Broker Relationships.  Lessee and Lessor
each represent and warrant to the other that it has had no dealings with any
person, firm, broker or finder (other than the Brokers, if any) in connection
with this Lease, and that no one other than said named Brokers is entitled to
any commission or finder’s fee in connection herewith.  Lessee and Lessor do each hereby agree to
indemnify, protect, defend and hold the other harmless from and against
liability for compensation or charges which may be claimed by any such unnamed
broker, finder or other similar party by reason of any dealings or actions of
the Indemnifying Party, including any costs, expenses, attorneys’ fees
reasonably incurred with respect thereto.


 


15.          Tenancy
Statement/Estoppel Certificate.


 


15.1         Each Party (as “Responding
Party”) shall within ten (10) days after written notice from the
other Party (the “Requesting Party”)
execute, acknowledge and deliver to the Requesting Party an estoppel
certificate including such information, confirmation and/or statements as may
be reasonably requested by the Requesting Party.


 


15.2         If Lessor desires to finance, refinance, or sell the Premises,
or any part thereof, Lessee and all Guarantors shall deliver to any potential
lender or purchaser designated by Lessor such financial statements as may be
reasonably required by such lender or purchaser, including but not limited to
Lessee’s financial statements for the past three (3) years.  All such financial statements shall be
received by Lessor and such lender or purchaser in confidence and shall be used
only for the purposes herein set forth.


 


16.          Definition of
Lessor.  The term “Lessor”
as used herein shall mean the owner or owners at the time in question of the
fee title to the Premises, or, if this is a sublease, of the Lessee’s interest
in the prior lease.  In the event of a
transfer of Lessor’s title or interest in the Premises or this Lease, Lessor
shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor.  Except
as provided in Paragraph 14, the prior Lessor shall be relieved of all
liability with respect to the obligations and/or covenants under this lease
thereafter accruing to the extent the transferee assumes in writing all such
obligations and covenants.  Subject to
the foregoing, the obligations and/or covenants in this Lease to be performed by
the Lessor shall be binding only upon the Lessor as hereinabove defined.  Notwithstanding the above, the original
Lessor under this Lease, and all subsequent holders of the Lessor’s interest in
this Lease shall remain liable and responsible with regard to the potential
duties and liabilities of Lessor pertaining to Hazardous Substances as outlined
in Paragraph 5 above.


 


17.          Severability.  The invalidity of any provision of this
Lease, as determined by a court of competent jurisdiction, shall in no way
affect the validity of any other provision hereof.


 


18.          Days.  Unless otherwise specifically indicated to
the contrary, the word “days” as used in this Lease shall mean and refer to
calendar days.


 


19.          Limitation on
Liability.  Except with respect to Lessor’s fraud, gross
negligence or willful misconduct, the obligations of Lessor under this Lease
shall not constitute personal obligations of Lessor, the individual partners of
Lessor or its or their individual partners, directors, officers or
shareholders, and Lessee shall look to the Premises, and to no other assets of
Lessor, for the satisfaction of any Liability of Lessor with respect to this
Lease, and shaft not seek recourse against the individual partners of Lessor,
or its or their individual partners, directors, officers or shareholders, or any
of their personal assets for such satisfaction.


 


20.          Time of Essence.  Time is of the essence with respect to the
performance of all obligations to be performed or observed by the Parties under
this lease.


 


21.          No Prior or
Other Agreement; Broker Disclaimer.  This Lease contains
all agreements between the Parities with respect to any matter mentioned
herein, and no other prior or contemporaneous agreement or understanding shall
be effective.  Lessor and Lessee each
represents and warrants to the Brokers that it has made, and is relying solely
upon, its own investigation as to the nature, quality, character and financial
responsibility of the other Party to this Lease and as to the nature, quality
and character of the Premises.  Brokers
have no responsibility with respect thereto or with respect to any default or
breach hereof by either Party.  The
liability (including court costs and Attorneys’ fees), of any Broker with
respect to negotiation, execution, delivery or performance by either Lessor or
Lessee under this Lease or any amendment or modification hereto shall be
limited to an amount up to the fee received by such Broker pursuant to this
Lease; provided, however; that the foregoing limitation on each Brokers
liability shall not be applicable to any gross negligence or willful misconduct
of such Broker.


 


10





















 


22.          Notices.


 


22.1         Notice
Requirements.  All notices required or permitted by this
Lease shall be in writing and may be delivered in person (by hand or by
courier) or may be sent by regular, certified or registered mail or U.S. Postal
Service Express Mail, with postage prepaid, or by facsimile transmission, and
shall be deemed sufficiently given if served in a manner specified in this
Paragraph 22.  The addresses noted
adjacent to a Party’s signature on this Lease shall be that Party’s address for
delivery or mailing of notices.  Either
Party may by written notice to the other specify a different address for
notice, except that upon Lessee’s taking possession of the Premises, the
Premises shall constitute Lessee’s address for notice.  A copy of all notices to Lessor shall be
concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter designate in writing.


 


22.2         Date of Notice.  Any notice sent by registered or certified
mail, return receipt requested, shall be deemed given on the date of delivery
shown on the receipt card, or if no delivery date is shown, the postmark
thereon.  If sent by regular mail the notice
shall be deemed given three (3) business days after the same is addressed as
required herein and mailed with postage prepaid.  Notices delivered by United States Express
Mail or overnight courier that guarantee next day delivery shall be deemed
given one (1) business day after delivery of the same to the Postal Service or
courier.  Notices transmitted by
facsimile transmission or similar means shall be deemed delivered upon
telephone confirmation of receipt, provided a copy is also delivered via delivery
or mail.  If notice is received on a
Saturday, Sunday or legal holiday, it shall be deemed received on the next
business day.


 


23.          Waivers.  No waiver by either party of the Default or
Breach of any term, covenant or condition hereof shall be deemed a waiver of
any other term, covenant or condition hereof, or of any subsequent Default or
Breach of the same or of any other term, covenant or condition hereof.  Lessor’s consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor’s consent to
or approval of, any subsequent or similar act by Lessee, or be construed as the
basis of an estoppel to enforce the provision or provisions of this Lease
requiring such consent.  The acceptance
of Rent by Lessor shall not be a waiver of any Default or Breach by
Lessee.  Any payment by Lessee may be
accepted by Lessor on account of moneys or damages due Lessor, notwithstanding
any qualifying statements or conditions made by Lessee in connection therewith,
which such statements and/or conditions shall be of no force or effect
whatsoever unless specifically agreed to in writing by Lessor at or before the
time of deposit of such payment.


 


24.          Recording.  Either Lessor or Lessee shall, upon request
of the other, execute, acknowledge and deliver to the other a short form
memorandum of this Lease for recording purposes.  The Party requesting recordation shall be
responsible for payment of any fees applicable thereto.


 


25.          No Right To
Holdover.  Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or termination of this
Lease.  In the event that Lessee holds
over, then the Base Rent shall be increased to one hundred fifty percent (150%)
of the Base Rent applicable during the month Immediately preceding the
expiration or termination.  Nothing
contained herein shall be construed as consent by Lessor to any holding over by
Lessee.


 


26.          Cumulative
Remedies.  No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.


 


27.          Covenants and
Conditions; Construction of Agreement.  All provisions of
this Lease to be observed or performed by Lessee are both covenants and
conditions.  In construing this Lease,
all headings and titles are for the convenience of the parties only and shall
not be considered a part of this Lease. 
Whenever required by the context, the singular shall include the plural
and vice versa.  This Lease shall not be
construed as if prepared by one of the parties, but rather according to its
fair meaning as a whole, as if both parties had prepared it.


 


28.          Binding Effect;
Choice of Law.  This Lease shall be binding upon the parties,
their personal representatives, successors and assigns and be governed by the
laws of the State in which the Premises are located.  Any litigation between the Parties hereto
concerning this Lease shall be initiated in the county in which the Premises
are located.


 


29.          Subordination;
Attornment; Non-Disturbance.


 


29.1         Subordination.  This Lease and any Option granted hereby
shall be subject and subordinate to any ground lease, mortgage, deed of trust,
or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed
upon the Premises, to any and all advances made on the security thereof, and to
all renewals, modifications, and extensions thereof.  Lessee agrees that the holders of any such
Security Devices shall have no liability or obligation to perform any of the
obligations of Lessor under this Lease. 
Any bender may elect to have this Lease and/or any Option granted hereby
superior to the lien of its Security Device by giving written notice thereof to
Lessee, this Lease and such Options shall be deemed prior to such Security
Device, notwithstanding the relative dates of the documentation or recordation
thereof.


 


29.2         Attornment.  Subject to the non-disturbance provisions of
Paragraph 29.3, Lessee agrees to attorn to a Lender or any other party who
acquires ownership of the Premises by reason of a foreclosure of a Security
Device, and that in the event of such foreclosure, such new owner shall
not:  (i) be liable for any act or
omission of any prior lessor or with respect to events occurring prior to
acquisition of ownership except continuing defaults; (ii) be subject to any
offsets or defenses which Lessee might have against any prior lessor except as
specifically set forth in the Lease or (iii) be bound by prepayment of more
than one (1) month’s rent.


 


29.3         Non-Disturbance.  With respect to Security Devices entered into
by Lessor after the execution of this Lease, Lessee’s subordination of this
Lease shall be subject to receiving a commercially reasonable non-disturbance
agreement (a “Non-Disturbance Agreement”)
from the Lender which Non-Disturbance Agreement provides that Lessee’s
possession of the Premises, and this Lease, including any options to extend the
term hereof, will not be disturbed so long as Lessee is not in Breach hereof
and attorns to the record owner of the Premises.  Further, within sixty (60) days after the
execution of this Lease, Lessor shall use its commercially reasonable efforts
to obtain a Non-Disturbance Agreement from the holder of any pre-existing
Security Device which is secured by the Premises.  In the event that Lessor is unable to provide
the Non-Disturbance Agreement within said sixty (60) days, than Lessee may, at
Lessee’s option, directly contact Lessor’s lender and attempt to negotiate for
the execution and delivery of a Non-Disturbance Agreement.


 


29.4         Self-Executing.  The agreements contained in this Paragraph 29
shall be effective without the execution of any further documents; provided,
however, that, upon written request from Lessor or a Lender in connection with
a sale, financing or refinancing of the Premises, Lessee and Lessor shall
execute such further writings as may be reasonably required to separately
document any subordination, attornment and/or Non-Disturbance Agreement
provided for herein.


 


30.          Attorneys’ Fees.  If any Party or Broker brings an action or
proceeding to enforce the terms hereof or declare rights hereunder, the              
Party (as hereafter defined) in any such proceeding, action, or appeal thereon,
shall be entitled to reasonable attorneys’ fees.  Such attorneys’ fees awarded in the same suit
or recovered in a separate suit, whether or not such action or proceeding 


 


11





















 


is pursued to decision or
judgment.  The term, “Prevailing Party” shall include, without
limitation, a Party or Broker who substantially obtains or defeats the relief
sought, as the case may be, whether by compromise, settlement, judgment, or the
abandonment by the other Party or Broker of its claim or defense.  The attorneys’ fees award shall not be
computed in accordance with any court fee schedule, but shall be such as to
fully reimburse all attorneys’ fees reasonably incurred.  In addition, Lessor shall be entitled to
attorneys’ fees, costs and expenses incurred in the preparation and service of
notices of Default and consultations in connection therewith, whether or not a
legal action is subsequently commenced in connection with such Default or
resulting Breach.


 


31.          Lessor’s
Access; Showing Premises; Repairs.  Lessor and Lessor’s
agents shall have the right to enter the Premises at any time, in the case of
an emergency, and otherwise at reasonable times for the purpose of showing the
same to prospective purchasers, lenders, or lessees, and making such
alterations, repairs, improvements or additions to the Premises as Lessor may
deem necessary.  All such activities
shall be without abatement of rent or liability to Lessee.  Lessor may at any time place on the Premises
any ordinary “For Sale” signs and
Lessor may during the last six (6) months of the term hereof piece on the
Premises any ordinary “For Lease”
signs.  Lessee may at any time place on
or about the Premises any ordinary “For
Sublease” sign.


 


32.          Auctions.  Lessee shall not conduct, nor permit to be
conducted, any auction upon the Premises without Lessor’s prior written
consent.  Lessor shall not be obligated
to exercise any standard of reasonableness in determining whether to permit an
auction.


 


33.          Signs.  Except for ordinary “For Sublease” signs,
Lessee shall not place any sign upon the Premises without Lessor’s prior
written consent.  All signs must comply
with all Applicable Requirements.


 


34.          Termination;
Merger.  Unless specifically stated otherwise in
writing by Lessor, the voluntary or other surrender of this Lease by Lessee,
the mutual termination or cancellation hereof, or a termination hereof by
Lessor for Breach by Lessee, shall automatically terminate any sublease or
lesser estate in the Premises; provided, however, that Lessor may elect to
continue any one or all existing subtenancies. 
Lessor’s failure within ten (10) days following any such event to elect
to the contrary by written notice to the holder of any such lesser interest,
shall constitute Lessor’s election to have such event constitute the
termination of such interest.


 


35.          Consents.  Except as otherwise provided herein, wherever
in this Lease the consent of a Party is required to an act by or for the other
Party, such consent shall not be unreasonably withheld or delayed.  Lessor’s actual reasonable costs and expenses
(including but not limited to architects’, attorneys’, engineers’ and other
consultants’ fees) Incurred in the consideration of, or response to, a request
by Lessee for any Lessor consent, including but not limited to consents to an
assignment, a subletting or the presence or use of a Hazardous Substance, shall
be paid by Lessee upon receipt of an invoice and supporting documentation
therefor not to exceed five thousand ($5000) dollars.  Lessor’s consent to any act, assignment or
subletting shall not constitute an acknowledgment that no Default or Breach by
Lessee of this Lease exists, nor shall such consent be deemed a waiver of any
then existing Default or Breach, except as may be otherwise specifically stated
in writing by Lessor at the time of such consent.  The failure to specify herein any particular
condition to Lessor’s consent shall not preclude the imposition by Lessor at
the time of consent of such further or other conditions as are then reasonable
with reference to the particular matter for which consent is being given.  In the event that either Party disagrees with
any determination made by the other hereunder and reasonably requests the
reasons for such determination, the determining party shall furnish its reasons
in writing and In reasonable detail within ten (10) business days following
such request.


 


36.          Quiet
Possession.  Subject to payment by Lessee of the Rent and
performance of all of the covenants, conditions and provisions on Lessee’s part
to be observed and performed under this Lease, Lessee shall have quiet possession
and quiet enjoyment of the Premises during the term hereof.


 


37.          Options.


 


37.1         Definition.  “Option”
shall mean: (a) the right to extend the term of or renew this Lease or to
extend or renew any lease that Lessee has on other property of Lessor; (b) the
right of first refusal or first offer to lease either the Premises or other
property of Lessor; (c) the right to purchase or the right of first refusal to
purchase the Premises or other property of Lessor.


 


37.2         Options
Personal To Original Lessee.  Each Option granted to Lessee in this Lease
is personal to the original Lessee, and cannot be assigned or exercised by
anyone other than said original Lessee and only while the original Lessee is in
full possession of the Premises and, if requested by Lessor, with Lessee
certifying that Lessee has no intention of thereafter assigning or subletting.


 


37.3         Multiple
Options.  In the event that Lessee has any multiple
Options to extend or renew this Lease, a later Option cannot be exercised
unless the prior Options have been validly exercised.


 


37.4         Effect of
Default on Options.


 


(a)           Lessee shall have no right to exercise an Option:  (i) during the period commencing with the
giving of any notice of Default and continuing until said Default is cured,
(ii) during the period of time any Rent is unpaid (without regard to whether
notice thereof is given Lessee), (iii) during the time Lessee is in Breach of
this Lease, or (iv) in the event that Lessee has been given three (3) or more
notices of Default, whether or not the Defaults are cured, during the twelve
(12) month period immediately preceding the exercise of the Option.


 


(b)           The period of time within which an Option may be exercised
shall not be extended or enlarged by reason of Lessee’s inability to exercise an
Option because of the provisions of Paragraph 37.4(a).


 


(c)           An Option shall terminate and be of no further force or
effect, notwithstanding Lessee’s due and timely exercise of the Option, if,
after such exercise and prior to the commencement of the extended term, (i)
Lessee fails to pay Rent for a period of thirty (30) days after such Rent
becomes due (without any necessity of Lessor to give notice thereof), (ii)
Lessor gives to Lessee three (3) or more notices of separate Default during any
twelve (12) month period, whether or not the Defaults are cured, or (iii) If
Lessee commits a Breach of this Lease.


 


38.          Multiple
Buildings.  If the Premises are a part of a group of
buildings controlled by Lessor, Lessee agrees that it will observe all
reasonable rules and regulations which Lessor may make from time to time for
the management, safety, and care of said properties, including the care and
cleanliness of the grounds and including the parking, loading and unloading of
vehicles, and that Lessee will pay its fair share of common expenses incurred
in connection therewith.


 


39.          Security
Measures.  Lessee hereby acknowledges that the rental
payable to Lessor hereunder does not include the cost of guard service or other
security measures, and that Lessor shall have no obligation whatsoever to
provide same.  Lessee assumes all
responsibility for the protection of the Premises, Lessee, its agents and
invitees and their property from the acts of third parties.


 


12





















 


40.          Reservations.  Lessor reserves to itself the right, from
time to time, to grant, without the consent or joinder of Lessee, such
easements, rights and dedications that Lessor deems necessary, and to cause the
recordation of parcel maps and restrictions, so long as such easements, rights,
dedications, maps and restrictions do not unreasonably interfere with the use
of the Premises by Lessee.  Lessee agrees
to sign any documents reasonably requested by Lessor to effectuate any such
easement rights, dedication, map or restrictions.


 


41.          Performance
Under Protest.  If at any time a dispute shall arise as to
any amount or sum of money to be paid by one Party to the other under the
provisions hereof, the Party against whom the obligation to pay the money is
asserted shall have the right to make payment “under protest” and such payment
shall not be regarded as a voluntary payment and there shall survive the right
on the part of said Party to institute suit for recovery of such sum.  If it shall be adjudged that there was no
legal obligation on the part of said Party to pay such sum or any part thereof,
said Party shall be entitled to recover such sum or so much thereof as it was
not legally required to pay.


 


42.          Authority.  If either Party hereto is a corporation, trust,
limited liability company, partnership, or similar entity, each individual
executing this Lease on behalf of such entity represents and warrants that he
or she is duly authorized to execute and deliver this Lease on its behalf.  Each party shall, within thirty (30) days
after request, deliver to the other party satisfactory evidence of such
authority.


 


43.          Conflict.  Any conflict between the printed provisions
of this Lease and the typewritten or handwritten provisions shall be controlled
by the typewritten or handwritten provisions.


 


44.          Offer.  Preparation of this Lease by either Party or
their agent and submission of same to the other Party shall not be deemed an
offer to lease to the other Party.  This
Lease is not intended to be binding until executed and delivered by all Parties
hereto.


 


45.          Amendments.  This Lease may be modified only in writing,
signed by the Parties in interest at the time of the modification.  As long as they do not materially change
Lessee’s obligations hereunder, Lessee agrees to make such reasonable
non-monetary modifications to this Lease as may be reasonably required by a
Lender in connection with the obtaining of normal financing or refinancing of
the Premises.


 


46.          Multiple
Parties.  If more than one person or entity is named
herein as either Lessor or Lessee, such multiple Parties shall have joint and
several responsibility to comply with the terms of this Lease.


 


47.          Mediation and
Arbitration of Disputes.  An Addendum requiring the Mediation and/or
the Arbitration of all disputes between the Parties and/or Brokers arising out
of this Lease o is ý is not attached to this Lease.


 


LESSOR AND LESSEE HAVE CAREFULLY READ AND
REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE
EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE TIME
THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.


 


ATTENTION: 
NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL
REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFCIENCY, LEGAL
EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES.  THE PARTIES ARE URGED TO:


 


1.           SEEK ADVICE OF COUNSEL AS TO THE
LEGAL AND TAX CONSEQUENCES OF THIS LEASE.


 


2.           RETAIN APPROPRIATE CONSULTANTS TO
REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES, SAID INVESTIGATION SHOULD
INCLUDE BUT NOT BE LIMITED TO:  THE
POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE
STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE
SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.


 


WARNING: 
IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE
STATE IN WHICH THE PREMISES IS LOCATED. 


 


The parties hereto have
executed this Lease at the place and on the dates specified above their
respective signatures.


 


	
  Executed
  at:

  	
  Santa Rosa

  	
   

  	
  Executed
  at:

  	
  885 n. San Antonio Rd, Los Altos, CA

  
	
  on:

  	
  2/10/1999

  	
   

  	
  on:

  	
  2-3-99

  
	
  By LESSOR:

  	
   

  	
   

  	
  By LESSOR: Advanced
  TelCom Group, Inc.

  	
   

  
	
  [ILLEGIBLE]

  	
   

  	
  /s/ Charlene S Curry

  
	
  [ILLEGIBLE]

  	
   

  	
  Charlene S. Curry

  
	
   

  	
   

  	
  Controller

  
	
  By:

  	
  Frank Garza Jr.

  	
   

  	
  By:

  	
   

  
	
  Name
  Printed:

  	
  Frank
  Garza Jr.

  	
   

  	
  Name
  Printed:

  	
   

  
	
  Title:

  	
  Manager

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name
  Printed:

  	
   

  	
   

  	
  Name
  Printed:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone:
  (      )

  	
   

  	
   

  	
  Telephone:
  (     )

  	
   

  
	
  Facsimile:
  (     )

  	
   

  	
   

  	
  Facsimile:
  (     )

  	
   

  
	
  Federal
  ID No.

  	
   

  	
   

  	
  Federal
  ID No.

  	
   

  
	
  BROKER:

  	
   

  	
  BROKER:

  
	
   

  	
   

  	
   

  
	
  Executed
  at:

  	
   

  	
   

  	
  Executed
  at:

  	
   

  
	
  on:

  	
   

  	
   

  	
  on:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name
  Printed:

  	
   

  	
   

  	
  Name
  Printed:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
  Address:

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone:
  (      )

  	
   

  	
   

  	
  Telephone:
  (     )

  	
   

  
	
  Facsimile:
  (     )

  	
   

  	
   

  	
  Facsimile:
  (     )

  	
   

  
	
  Federal
  ID No.

  	
   

  	
   

  	
  Federal
  ID No.

  	
   

  
																																		



 


13





















 


	
  NOTE:

  	
  These forms
  are often modified to meet changing requirements of law and industry needs.
  Always write or call to make sure you are utilizing the most current form:
  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 So. Flower Street, Suite
  600, Los Angeles, California 90017. (213) 687-6777. Fax No. (213) 687-8518

  



 


14





















 





 





















 





 





















EXHIBIT
B


 


LEASING
DISCLOSURE REGARDING

REAL ESTATE AGENCY RELATIONSHIP


 


When you enter into a
discussion with a real estate agent regarding a real estate transaction, you
should from the outset understand what type of agency relationship or
representation you wish to have with the agent in the transaction.


 


LANDLORD’S AGENT


 


A Landlord’s agent under a
listing agreement with the Landlord acts as the agent for the landlord.  A Landlord’s agent or a subagent of that
agent has the following affirmative obligations:


 


To the
Landlord:


(a)           A
fiduciary duty of utmost care, integrity, honesty and loyalty in dealing with
the Landlord.


To the
Tenant and the Landlord:


(a)           Diligent
exercise of reasonable skill and care in performance of the agent’s duties.


(b)           A
duty of honest and fair dealing and good faith.


(c)           A duty to disclose all
facts known to the agent materially affecting the value or desirability of the
property that are not known to, or within the diligent attention and
observation of, the parties.


 


An agent is not obligated to
reveal to either party and confidential information obtained from the other
party which does not involve the affirmative duties set forth above.


 


TENANT’S AGENT


A Tenant’s agent can, with a
Tenant’s consent, agree to act as agent for the Tenant only.  In these situations, the agent is not the
Landlord’s agent, even if by agreement the agent may receive compensation for
services rendered, either in full or in part from the Landlord.  An agent acting only for a Tenant has the
following affirmative obligations.


 


To the
Tenant:


(a)           A
fiduciary duty of utmost care, integrity, honesty and loyalty in dealing with
the Tenant.


To the
Tenant and the Landlord:


(a)           Diligent
exercise of reasonable skill and care in performance at the agent’s duties.


(b)           A
duty of honesty and fair dealing and good faith.


(c)           A duty to disclose all
facts known to the agent materially affecting the value or desirability of the
property that are not known to, or within the diligent attention and
observation of, the parties.


 


An agent is not obligated to
reveal to either party and confidential information obtained from the other
party which does not involve the affirmative duties set forth above.


 


AGENT REPRESENTING BOTH LANDLORD AND TENANT


A real estate agent, either
acting directly or through one or more associate licensees, can legally be the
agent of both the Landlord and the Tenant in a transaction, but only with the
knowledge and consent of both the Landlord and the Tenant.


 


In a dual agency situation, the
agent has the following affirmative obligations to both the Landlord and the
Tenant.


 


(a)           A
fiduciary duty of utmost care, integrity, honest and loyalty in the dealings
with either Landlord or Tenant.


(b)           Other duties to the
Landlord and the Tenant as stated above in their respective sections.


 


In representing both Landlord
and Tenant, the agent may not, without the express permission of the respective
party, disclose to the other party that the Landlord will accept a rent less
than the listed rent or that the Tenant will pay a rent greater than the rent
offered.


 


The above duties of the agent
in a real estate transaction do not relieve a Landlord or Tenant from the
responsibility to protect their own interests. 
You should carefully read all agreements to assure that they adequately
express your understanding of the transaction. 
A real estate agent is a person qualified to advise about real
estate.  If legal or tax advice is
desired, consult a competent professional.


 


You should read its contents
each time it is presented to you, considering the relationship between you and
the real estate agent in your specific transaction.


 


We
acknowledge receipt of a copy of this disclosure.


 


	
  Tenant

  	
  /s/ Charlene S Currey

  	
   

  	
  Date 

  	
  2-3-99

  
	
   

  	
   

  	
   

  
	
  Landlord

  	
   

  	
   

  	
  Date

  	
   

  
						



 


SIGN
BELOW TO AUTHORIZE TYPE OF AGENCY


 


Hurd Real Estate &
Investments, Inc. is the agent of (check one).


 


(Name of Listing Agent)


o  The
Landlord exclusively; or


ý  Both
the Tenant and Landlord


 


	
  CONFIRMED AND AUTHORIZED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Landlord

  	
   

  	
   

  	
  Date

  	
   

  
	
  Landlord

  	
   

  	
   

  	
  Date

  	
   

  
	
  Agent 

  	
  Hurd Real Estate & Investments,
  Inc.

  	
   

  	
  By

  	
   

  	
   

  	
  Date

  	
   

  
										



 





















 


Hurd
Real Estate & Investments, Inc. is the agent of:


 


o  The
Tenant exclusively; or


o  The
Landlord exclusively; or


ý  Both
the Tenant and Landlord


 


	
  CONFIRMED AND AUTHORIZED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Tenant

  	
  /s/ Charlene S. Currey

  	
   

  	
  Date 

  	
  2-3-99

  
	
  Tenant

  	
   

  	
   

  	
  Date

  	
   

  
	
  Agent

  	
   

  	
   

  	
  By

  	
   

  	
   

  	
  Date

  	
   

  
											



 





















 


EXHIBIT D





	
  January 29,
  1999

  	
   

  	
  TLCD
  ARCHITECTURE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A
  CALIFORNIA CORPORATION

  
	
   

  	
   

  	
   

  
	
  Paul
  Schwartz

  	
   

  	
  Alan Butter AIA

  
	
  Orion
  Partners Ltd.

  	
   

  	
  Rob Henley AIA

  
	
  140 Stony
  Point Road, Suite K

  	
   

  	
  Richard Hinman AIA

  
	
  Santa Rosa, CA 95401

  	
   

  	
  Don
  Tomasi AIA

  



 


Re:          19
Old Courthouse Square


 


Dear Paul:


 


The purpose of this letter is
to confirm that TLCD Architecture will field measure and verify the square
footage of the ground floor and reconfigured mezzanine of the 19 Old Courthouse
Square Building in Santa Rosa.  We will
forward this information to you no later than February 12, 1999.


Yours Truly,


 


/s/


 


Don Tomasi, AIA


Principal/Vice-President


 


DT/dm


 


 


 


111 Santa Rosa Avenue, Suite 300 • Santa Rosa, CA 95404 • 707 525 5600
• FAX 707 525 5616


 


2300 Boynton Avenue, Suite 102
• Fairfield, CA 94533 • 707 421 8715 • FAX 707 421 8799


 


www.tled.com


 


15





















 


EXHIBIT E


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CAPITALS

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Previously
  

  Operations 

  Budget

  	
   

  	
  ATG

  	
   

  	
  I

  	
   

  	
  Mutual
  Benefit

  	
   

  	
  Cost to
  owner 

  regardless

  	
   

  	
   

  	
   

  
	
  Demolition —
  Walls

  	
   

  	
  Labor

  	
   

  	
  600

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  7.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  4,200.000

  	
   

  	
  Demolition will be undertaken

  	
   

  
	
   

  	
   

  	
  Materials

  	
   

  	
  600

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  1.50

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  900.00

  	
   

  	
  regardless of which tenant in the future

  	
   

  
	
   

  	
   

  	
  Equipment

  	
   

  	
  800

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  6.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  4,800.00

  	
   

  	
  occupies this space

  	
   

  
	
  Demolition —
  Flooring

  	
   

  	
  Labor

  	
   

  	
  8000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.20

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  1,600.00

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Materials

  	
   

  	
  8000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.20

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  1,600.00

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Equipment

  	
   

  	
  8000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.10

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  800.00

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Demolition — Mezzanine

  	
   

  	
  Labor

  	
   

  	
  80

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  20.00

  	
   

  	
  If

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  1,600.00

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Materials

  	
   

  	
  60

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  10.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  800.00

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Equipment

  	
   

  	
  80

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  40.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  3,200.00

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Demolition — Caseworld(cabinetry)

  	
   

  	
  Labor

  	
   

  	
  100

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  10.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  1,000.00

  	
   

  	
  Unless the building is to be used for

  exactly the same purpose some

  	
   

  
	
   

  	
   

  	
  Materials

  	
   

  	
  100

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  5.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  500.00

  	
   

  	
  casework will have to be done. This is

  	
   

  
	
   

  	
   

  	
  Equipment

  	
   

  	
  100

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  10.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  1,000.00

  	
   

  	
  a min. amount of work

  	
   

  
	
  Demolition — Miscellaneous

  	
   

  	
  Labor

  	
   

  	
  8000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.20

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  1,600.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Materials

  	
   

  	
  8000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.07

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  560.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Equipment

  	
   

  	
  8000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.15

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  1,200.00

  	
   

  	
   

  	
   

  
	
  Excavation

  	
   

  	
  20,000

  	
   

  	
  2000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  10.00

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  10,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  10,000.00

  	
   

  	
  Split this cost (see below)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Concrete

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  13,112.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  52,448.00

  	
   

  	
  Split this cost, because of step down to be ADA
  compliant need a 12 ramp with 2 six it tandings. Additionally, it would seem
  that it would be easier in the future to subdivide a level floor rather than
  one with different levels 20% ATG 80% Building

  	
   

  
	
   

  	
   

  	
  65,550

  	
   

  	
  7450

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  8.80

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Casework
  (Cabinetry)

  	
   

  	
   

  	
   

  	
  50

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  300.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  15,000.000

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plumbing

  	
   

  	
  Demo

  	
   

  	
  lump

  	
   

  	
   

  	
   

  	
  x

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  1,850.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HVAC

  	
   

  	
  lump

  	
   

  	
   

  	
   

  	
  x

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  5,000.00

  	
   

  	
  ADA requirements will require this work

  	
   

  
	
   

  	
   

  	
  Restrooms

  	
   

  	
  4

  	
   

  	
  ea

  	
   

  	
  x

  	
   

  	
  $

  	
  2,000.00 

  	
   

  	
  ea

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  8,000.00

  	
   

  	
   

  	
   

  
	
  Storefront

  	
   

  	
   

  	
   

  	
  50

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  265.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  13,250.00

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interior Glass

  	
   

  	
   

  	
   

  	
  112

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  100.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  11,200.00

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exterior
  Finishing

  	
   

  	
   

  	
   

  	
  7800

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  1.55

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  12,090.00

  	
   

  	
   

  	
   

  	
   

  	
  The finish on the front is not uniform, it would be
  beneficial to have a front with the same construction

  	
   

  
	
  Roof
  Patch & Work

  	
   

  	
  $

  	
  16,000.00

  	
   

  	
  8000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  2.00

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  8,000.00

  	
   

  	
  $

  	
  8,000.00

  	
   

  	
  Some would need to be done if any air conditioning
  work done

  	
   

  
	
  Electrical

  	
   

  	
   

  	
   

  	
  lump

  	
   

  	
   

  	
   

  	
  x

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Office

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  46,419.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Switchroom

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  131,966.00

  	
   

  	
  C

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Systems (Safety,
  etc.)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  31,665.00

  	
   

  	
  C

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																																			



 





















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CAPITALS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Previously
  

  Operations 

  Budget

  	
   

  	
  ATG

  	
   

  	
  I

  	
   

  	
  Mutual
  Benefit

  	
   

  	
   

  	
  Cost to
  owner 

  regardless

  	
   

  	
   

  	
   

  
	
  Permits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  2,000.00

  	
   

  	
  Needs to be obtained regardless of who the work is
  for

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Data & Communications

  	
   

  	
   

  	
   

  	
  8000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  2.50

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  20,000.00

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Walls

  	
   

  	
  Labor

  	
   

  	
  550

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  41.40

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  22,770.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Materials

  	
   

  	
  550

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  22.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  12,100.00

  	
   

  	
   

  	
   

  	
  This work would be of some expense to the owner
  regardless

  	
   

  
	
   

  	
   

  	
  Equipment

  	
   

  	
  550

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  6.90

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  3,795.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Insulation

  	
   

  	
  Labor

  	
   

  	
  9900

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.25

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  2,475.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Materials

  	
   

  	
  9900

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.30

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  2,970.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Painting

  	
   

  	
   

  	
   

  	
  18360

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.45

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  8,262.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paint-Doors

  	
   

  	
   

  	
   

  	
  16

  	
   

  	
  ea

  	
   

  	
  x

  	
   

  	
  $

  	
  275.00

  	
   

  	
  ea

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  4,400.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flooring

  	
   

  	
   

  	
   

  	
  6240

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  4.00

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  32,960.00

  	
   

  	
   

  	
   

  	
  Carpet, tile, etc.

  	
   

  
	
  Door Assemblies

  	
   

  	
  Labor

  	
   

  	
  16

  	
   

  	
  ea

  	
   

  	
  x

  	
   

  	
  $

  	
  312.50

  	
   

  	
  ea

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  5,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Materials

  	
   

  	
  16

  	
   

  	
  ea

  	
   

  	
  x

  	
   

  	
  $

  	
  862.50

  	
   

  	
  ea

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  13,800.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mezzanine Construction  & Stairwell

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
  ea

  	
   

  	
  x

  	
   

  	
  $

  	
  8,000.00

  	
   

  	
  ea

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  8,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ceilings

  	
   

  	
   

  	
   

  	
  5600

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  2.50

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  14,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  	
  Labor

  	
   

  	
  5%

  	
   

  	
  of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  2,160.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Materials

  	
   

  	
  5%

  	
   

  	
  of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  1,775.50

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Equipment

  	
   

  	
  5%

  	
   

  	
  of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  $

  	
  861.50

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Subcontractors

  	
   

  	
  5%

  	
   

  	
  of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  16,859.20

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fire Detection &  Suppression System

  	
   

  	
   

  	
   

  	
  2400

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  5.00

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  12,000.00

  	
   

  	
  C

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HVAC/Mechanical Engineer

  	
   

  	
  Lump

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  x

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  90,000.00

  	
   

  	
  C

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  This includes the 2 air units for the switchroom

  	
   

  
	
  Cyclone Fencing

  	
   

  	
   

  	
   

  	
  50

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  30.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  1,500.00

  	
   

  	
  C

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Awnings

  	
   

  	
   

  	
   

  	
  4

  	
   

  	
  ea

  	
   

  	
  x

  	
   

  	
  $

  	
  2,500.00

  	
   

  	
  ea

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
  C

  	
   

  	
  $

  	
  10,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Architecture

  	
   

  	
  Team

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  34,300.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Structural
  Engineer

  	
   

  	
  Team

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  $

  	
  4,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Electrical
  Engineer

  	
   

  	
  Team

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  13,800.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PG&E Services

  	
   

  	
  Team

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  =

  	
   

  	
   

  	
  $

  	
  50,000.00

  	
   

  	
  C

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  This gets the 480/3 phase to the building from
  PG&E

  	
   

  
	
  Safety Equipment

  	
   

  	
  Labor

  	
   

  	
  100

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  10.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Materials

  	
   

  	
  100

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  10.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Equipment

  	
   

  	
  100

  	
   

  	
  lf

  	
   

  	
  x

  	
   

  	
  $

  	
  10.00

  	
   

  	
  lf

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Demolition — Equipment

  	
   

  	
  Labor

  	
   

  	
  3000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.65

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  1,950.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Materials

  	
   

  	
  3000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.40

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  1,200.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Equipment

  	
   

  	
  3000

  	
   

  	
  sf

  	
   

  	
  x

  	
   

  	
  $

  	
  0.50

  	
   

  	
  sf

  	
   

  	
  =

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  $

  	
  1,500.00

  	
   

  	
   

  	
   

  
																																



 





















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CAPITALS

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Previously

  Operations

  Budget

  	
   

  	
  ATG

  	
   

  	
  I

  	
   

  	
  Mutual
  Benefit

  	
   

  	
  Cost to
  owner 

  regardless

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   $

  	
  —

  	
   

  	
  $

  	
  455,912.00

  	
   

  	
   

  	
   

  	
  $

  	
  237,378.20

  	
   

  	
  $

  	
  107,708.00

  	
   

  	
  $

  	
  800,998.20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  57

  	
  % 

  	
   

  	
   

  	
  30

  	
  %

  	
  13

  	
  %

  	
  $

  	
  1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10% Overhead

  	
   

  	
  $

  	
  21,225.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  12,080.84

  	
   

  	
   

  	
   

  	
  $

  	
  6,290.09

  	
   

  	
  $

  	
  2,854.07

  	
   

  	
  Split due to the work to be done on behalf on both
  parties

  	
   

  
	
  5% Profits

  	
   

  	
  $

  	
  11,674.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  6,644.61

  	
   

  	
   

  	
   

  	
  $

  	
  3,459.62

  	
   

  	
  $

  	
  1,586.77

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  TOTAL

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  474,637.45

  	
   

  	
   

  	
   

  	
  $

  	
  247,127.92

  	
   

  	
  $

  	
  112,131.84

  	
   

  	
  $

  	
  833,897.20