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HomeMy WebLinkAbout1999 CON CDC Motivational Systems - LeaseLEASE AGREEMENT ORIG/NA� TH�S LEASE AGREEMENT is made and entered into at National City, California this ay o df— ("' 1999, by and between the Community Development Commission of the City of National City, hereinafter referred to as "Lessor" and Motivational System Inc. hereinafter referred to as "Lessee". ARTICLE I - PREMISES 1. DEMISED PREMISES. For, and in consideration of the rentals hereinafter agreed to be paid, the Lessor, hereby leases to the Lessee, and Lessee hereby leases from the Lessor, that certain premises located at 830 W. 23' i Street and 2300 Cleveland Avenue, National City CA 91950. A general plan of which is attached hereto, as Exhibit "A", and on which is marked the demised premises. ARTICLE II - TERM OF LEASE TERM. The term of this 1easP shall be for a period of 12 months, commencing on February 1, 1999, and terminating on February 1, 2000. Lessee's obligation to pay rent commenced on the date of close of escrow with the rental amount established herein prorated. 2.1 TENANT IMPROVEMENTS. Lessee shall be liable for all costs of Tenant Improvements performed in the premises. 2.2 SURRENDER OF LEASED PREMISES. At the expiration of this lease or other termination thereof, Lessee shall surrender the demised premises in good condition and broom clean, reasonable wear and tear and damage by unavoidable casualty excepted to the extent that the same is covered by Lessor fire insurance policy with extended coverage endorsement. ARTICLE m - RENTAL RENTAL. Lessee shall pay Lessor, without deduction offset, or abatement, and Lessor agrees to accept as rent for the premises, the sum of $2.00 per month, hereinafter, referred to as "base monthly rent" payable on or before the first day of each month, commencing on February 1, 1999 and continuing on the first day of each month, thereafter, during the term of this lease. 3.1 LATE CHARGES. Lessee acknowledges that the late payment of any monthly installment of rent, and other sums due, will cause Lessor to lose the use of that money Page 1 of 13 and incur costs and expenses not contemplated under this lease including, without limitation, administrative and collection costs, and processing and accounting expense, the exact amount of which is extremely difficult to ascertain. Therefore, if any such money is not received by Lessor within five (5) days from the date it is due, Lessee shall pay Lessor a Tate charge equal to ten percent (10%) of the amount of money due. Lessor and Lessee agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Lessor for the loss suffered from such nonpayment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee's default with respect to such nonpayment by Lessee nor prevent Lessor from exercising any rights or remedies available to Lessor under this lease. ARTICLE IV - UTILITIES AND TAXES 4. PAYMENT FOR UTILITIES. Lessee shall pay all rates and charges which become payable for utility requirements, including gas, electricity, heating and air conditioning, water and sewer, as well as telephone expenses for area occupied solely by Lessee. 4.1 PAYMENT OF TAXES. Lessor will pay in the first instance all real property taxes and assessments which may be levied or assessed by any lawful authority against the land and improvements. Lessee agrees to pay before the same become delinquent, any and all taxes, assessment, license fees, and/or other charges made against, or levied upon, the trade fixtures, Lessee's improvements, merchandise, or other personal property of Lessee, or upon the business of or the use to which the premises are put by, the Lessee. 4.2 POSSESSORY INTEREST. This lease may create a possessory interest which is subject to the payment of taxes levied on such interest. It is understood and agreed that all taxes and assessments (including but not limited to said possessory interest tax) which become due and payable upon Demised Premises or upon fixtures, equipment or other property installed or constructed thereon, shall be the full responsibility of Lessee and Lessee shall cause said taxes and assessments to be paid promptly. ARTICLE V - USE OF PREMISES 5. LESSEE'S BUSINESS. The premises are leased to the Lessee for the purpose of operating a sign manufacturing business, including those things which are usually and customarily done in similar businesses. Lessee will use said premises for no other purpose without written consent of Lessor first had and obtained. Lessee agrees to personally supervise the operation of said business and to see it is conducted in a business -like and efficient manner and in such manner that it shall not become a public nuisance or interfere in any way with rights of the other tenants or occupants of the land or building of which the leased premises are a part in their right to the peaceful enjoyment of their premises and/or in said land or building; neither to use or permit to be used, the leased premises for immoral purposes of in any way that would be a violation of Page 2 of 13 any Federal, State, or local law, regulation, or ordinance, that would injure the reputation of the premises, said land or building, or the neighborhood, or that would constitute a violation of any conditions or restrictions of record affecting the leased premises or said land or building. Lessee shall abide by all health and sanitation regulations and requirements. 5.1 COMPLIANCE WITH LAW. Lessee shall not use the premises or permit anything to be done in or about the premises which will in anyway conflict with any law, statute, ordinance or governmental rule or regulation now in force, or which may hereafter be enacted or promulgated. Lessee shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may, hereafter be in force, and with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to, or affecting the condition, use or occupancy of the premises, excluding structural changes not related to or affected by Lessee's improvements admission of Lessee in any action against Lessee, whether Lessor be a party thereto, or not, that Lessee has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of the fact as between the Lessor and the Lessee. ARTICLE VI - ASSIGNMENT AND SUBLETTING ASSIGNMENT AND SUBLETTING. Lessee shall, not either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate, or encumber this Lease of any interest therein, and shall not sublet the said premises, or any part thereof, or of any right or privilege appurtenant thereto, or to suffer any other person (the employees, agents, servants, and invitees of Lessee excepted) to occupy or use the said premises, or any portion thereof; without the written consent of Lessor first had and obtained, which consent shall not be unreasonably withheld, and a consent to one assignment, subletting, occupation, or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation, or use by another person. Any such assignment or subletting, without such consent, shall be void, and shall, at the option of the Lessor, constitute a default under this Lease. 6.1 E1+FFCT OF ASSIGNMENT. In the event of any assignment, subletting concessions or licenses, Lessee herein named, shall remain fully liable for all of the obligations of Lessee hereunder, and Lessee shall not thereby, be relieved of any of said obligations. If this Lease be assigned, or if the leased premises, or any part thereof, be underlet or occupied by anybody other than Lessee, Lessor may collect rent from the assigned, under -tenant or occupancy, and apply the net amount collected to the net herein reserved; but, no such assignment, underletting, occupancy, or collection, shall be deemed a waiver of this covenant, or a releace of Lessee from the further performance by Lessee of covenants on the part of Lessee herein contained. Page 3 of 13 ARTICLE VII - ALTERATIONS, REPAIRS, AND MAINTENANCE 7. ALTERATIONS AND FIXTURES. Lessee may, at Lessee's expense, install in or about the premises, such additions, alterations, fixtures and equipment, as Lessee may desire; and, Lessee may, if not in default, from time to time, remove, replace, alter or add, to any such additions, alterations, fixtures, or equipment, provided that no such addition, alteration, removal, or replacement shall structurally weaken, damage, or deface the premises. All fixtures and equipment installed by Lessee shall be fully paid for by the Lessee, and shall be and remain the property of the Lessee, and shall be removable by the Lessee during the term of this lease or during any extension of the lease, if and when such extension is mutually agreed upon. Removal of any of the said equipment or fixtures, shall be at the Lessee's expense; and, Lessee shall repair and pay for said repair or any damage or injury to the premises caused by such removal. 7.1 MAINTENANCE AND REPAIR. Lessor shall have no responsibility for the expense of, or work required for, maintenance or repair of the interior and exterior of the premises, or any part, thereof; and, Lessee shall maintain the interior of the premises and all improvements thereto in a good repair and agrees to maintain in good order and condition all nonstructural interior portions of the demised premises, including without limitation store fronts, show windows, doors, windows, plate and window glass, floor coverings, plumbing, heating, air conditioning, electric and sewer systems, facilities and appliances, and shall return the said premises to the Lessor in as good order and condition at the termination of this lease as at the commencement hereof, normal wear and tear excepted. Nothing contained herein shall be construed to require tenant to repair construction defects or malfunctions of equipment, which are covered by warranty. Lessee waives rights under Section 1942 of the California Civil Code to make repairs at Lessor's expense. 7.2 GOVERNMENT REGULATIONS. In the event that during the term hereof, any alteration, addition, improvement, or change to the demised premises is required by any government order, law, or the like, the cost thereof shall be borne solely by Lessee, unless such is required because of the character and structure of the demised premises without any reference to the particular use to which Lessee is putting the demised premises; in which case, Lessor shall bear the cost thereof ARTICLE Vila - INDEMNITY AND PUBLIC LIABILITY INSURANCE 8. WAIVERS AND INDEMNITY. It is agreed that Lessor is to be free from all liability and claim for damages by reason of any injury to persons or to property of any kind whatsoever and to whomsoever belonging, caused by, or due to the negligence or intentional acts of Lessee, its agents, servants, or employees. Lessee expressly covenants and agrees to indemnify and save harmless Lessor from all liability, loss, cost, and obligations on account of or arising out of any such injuries, death, or losses. Page 4 of 13 8.1 LIABILITY INSURANCE. Lessee shall, at Lessee's expense, obtain and keep in force during the entire term of this Lease, a policy of comprehensive public liability insurance with liability limits of not. less than One Million Dollars ($1,000,000) per occurrence against any liability arising out of the ownership, use, occupancy, or maintenance of the Premises and all areas appurtenant thereto. the limit of said insurance shall not, however, limit the liability of the Lessee hereunder. Lessee may carry said insurance under a blanket policy. Lessor shall be named as an additional insured on the policy. If Lessee shall fail to procure and maintain said insurance, Lessor may, but shall not be required to, procure and maintain same, but at the expense of Lessee. Lessee shall deliver to Lessor, prior to occupancy of the Premises, copies of policies of liability insurance required herein or certificates evidencing the existence and amounts of such insurance. No policy shall be cancelable or subject to reduction of coverage except after ten (10) days prior written notice to Lessor. 8.2 HOLD HARMLESS. Lessee shall indemnify and hold harmless Lessor against and from any and all claims arising from Lessee's use of the premises for the conduct of its business or from any other activity, work, or other thing done, permitted, or suffered by the Lessee in/or about the Building, except as caused by or due to the negligence or intentional acts of Lessor, its agents, servants, or employees; and, shall further indemnity and hold harmless Lessor against and from any and all claims arising from any breach or default in the performance of any obligation on Lessee's part to be performed under the terms of this Lease or arising from any act or negligence of Lessee or any officer, agent, employee, guest, or invitee of Lessee and from all and against costs, attorney's fees, expenses, and liabilities incurred in or about any such claim, or any action, or proceeding brought thereon; and, in any case, action, or proceeding, be brought against Lessor by reason of any such claim, Lessee, upon notice from Lessor, shall defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor. Lessor, or its agents, shall not be liable for any damage to property entrusted to employees of the Building, nor for loss or damage to any property by theft or otherwise, nor for any injury to or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, or rain, which may leak from any part of the Building or from the pipes, appliances, or plumbing works, therein or from the roof; street, or subsurface or from any other place resulting from dampness or other cause whatsoever, unless caused by or due from the negligence or intentional act of Lessor, its agents, servants, or employees. Lessor or its agent, shall not be liable for interference with the light or other incorporeal hereditament, loss of business by Lessee, nor shall Lessor be liable for any defect in the premises or in the Building. Lessee shall give prompt notice to Lessor in case of fire or accidents in the premises, or in the Building, or of defects therein, or in the fixtures or equipment. Page 5 of 13 ARTICLE IX - FIRE INSURANCE AND RECONSTRUCTION 9 FIRE INSURANCE. Lessor may keep the building of which the demised premises are a part, insured against loss or damage by fire, with the usual extended coverage endorsements in amounts not less than 80% of the full insurance value thereof. 9.1 RECONSTRUCTION. In the event the premises or the building of which the premises are a part are damaged by fire or other perils covered by extended coverage insurance, it is the intent of the Lessor to forthwith demolish said structure and abandon this lease. No lease payment will be required thereafter. The Lessee shall not be entitled to any compensation or damages from Lessor for loss of the use of the whole or any part of the premises, tenant's personal property, or any inconvenience or annoyance occasioned by such damage, reconstruction, restoration, or demolition. 9.2 INCREASED RISK. Lessee will not do or permit anything to be done in or upon the demised premises, or bring in anything or keep anything therein, which shall increase the rate of insurance on the demised premises or the building of which they are a part above the standard rate on said premises and building; and, Lessee further agrees that, in the event it shall do any of the foregoing, it will promptly pay to Lessor on demand any such increase resulting therefrom, which shall be due and payable as additional rent hereunder. ARTICLE X - DEFAULT OF LESSEE 10. DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Lessee: A. The vacating or abandonment of the premises by Lessee. B. The failure by Lessee to make any payment of rent, or any other payment required to be made by Lessee hereunder, as and when due, where such failure shall continue for a period of five (5) days after written notice thereof by Lessor to Lessee. The failure by Lessee to observe or perform any of the covenants, conditions, or provisions of this Lease to be observed or performed by the Lessee, other than described in Section 10.(B) above, where such failure shall continue for a period of thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commences such cure within said thirty (30) day period, thereafter diligently prosecutes such cure to completion. D. The making by Lessee of any general assignment or general arrangement for the benefit of creditors; or the filing, by or against Lessee of a petition to have Lessee adjudge a bankrupt, or a petition, or reorganization, or arrangement under any law relating to Page 6 of 13 bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days); or in the appointment of a trustee or a 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 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 discharge in thirty (30) days. 10. I REMEDIES IN DEFAULT. In the event of any such material default, or breach by Lessee, Lessor may at any time thereafter, with or without notice or demand, and without limiting Lessor in the exercise of a right or remedy, which Lessor may have by reason of such default or 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 surrender possession of the premises to Lessor. In such event, Lessor shall be entitled to recover from Lessee, all damages incurred by Lessor by reason of Lessee's default, including but not limited to the cost of recovering possession of the premises; expenses of reletting including necessary renovation of the premises; reasonable attorneys fees, and real estate commission actually paid; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided; that portion of the leasing commission paid by Lessor applicable to the unexpired term of this Lease. Unpaid installments of rent or other sums shall bear interest from unpaid installments of rent or other sums shall bear interest from the date due at the rate of ten percent (10%) per annum. In the event Lessee shall have abandoned the premises, Lessor shall have the option of (a) taking possession of the premises and recovering from Lessee the amount specified in this paragraph, or (b) proceeding under the provisions of the following section 10.1(B): B. Even though a Lessee of real property has breached his lease and abandoned the property, the lease continues in effect for so long as the Lessor does not terminate the Lessee's right to possession; and, the Lessor may enforce all his rights and remedies under the lease, including the right to recover the rent as it becomes due under the lease, if the Lessor permits the Lessee to do any of the following: Sublet the property, assign his interest in the lease, or both. Sublet the property, assign his interest in the lease, or both, subject to standards or conditions; and, the Lessor does not require compliance with any reasonable standard for, nor any unreasonable condition on, such subletting or assignment. Page 7 of 13 Sublet the property, assign his interest in the lease, or both, with the consent of the Lessor; and, the lease provides that such consent shall not unreasonably be withheld. ARTICLE XI - QUIET ENJOYMENT 11. OLTIET ENJOYMENT: The Lessor covenants and agrees that Lessee, upon payment of the rental and other charges herein provided for, and upon performance and compliance with all the other covenants, agreements, and conditions of this lease, shall lawfully and quietly hold, occupy, and enjoy the premises during the term hereof, without hindrance or molestation by Lessor or any person or persons claiming under Lessor, except as otherwise provided herein. ARTICLE XII - LEGAL MATTERS AND MISCELLANEOUS 12. GOVERNING LAW. This Lease shall be governed exclusively by the provisions hereof, and by the laws of the State of California, as the same from time to time exist. 12.1 NOTICES. Whenever in this lease, a notice or demand is to be given or served by either party to the lease, such notice or demand shall be given and served in writing, forwarded by registered or certified mail, postage prepaid, and addressed as follows: To Lessor: To Lessee: MOTIVATIONAL SYSTEMS INC. 2200 Cleveland Avenue National City CA 91950 COIVMMUN rY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY 140 E. 12th Street, Suite "B" National City, CA 91950 12.2 ATTORNEY FEES. In the event of the bringing of an action by either party hereto, as against the other herein, or hereunder, or by reason of the breach of any covenant or condition on the part of the other party or arising out of this Lease; then, in that event, the party in whose favor final judgment shall be entered, shall be entitled to have and recover of and from the other reasonable attorney fees to be fixed by the Court wherein such judgment shall be entered. 12.3 JURY TRIAL. It is agreed between Lessor and Lessee that they shall, and hereby do, waive trial by jury in any action, proceeding, or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of, or in any way connected with this Lease, the use or occupancy of said premises, and/or any claim for injury or damage. Page 8of13 12.4 FORCE MAJEURE. The period of time during which either party is prevented or delayed in the completion of the demised premises, in the performance of or the making of any improvements or repairs, or in the fulfilling of any obligation required under this Lease due to unavoidable delays caused by fire, catastrophe, strikes, or labor trouble, civil commotion, Acts of God, or the public enemy, governmental prohibitions, or regulations, or inability to obtain materials by reason thereof; or other causes -beyond such party's reasonable control, shall be added to such party's time for performance thereof, and, such party shall have no liability by reason thereof. Notwithstanding the foregoing, Lessee shall not be excused for any reason from the prompt payment of all rent and other money obligations. 12.5 TIME IS OF THE ESSENCE. Time is of the essence of this Lease and of all of its provisions in which performance is a factor. 12.6 LIENS. Lessee shall keep the premises and the property in which the premises are situated free from any liens arising out of any work performed, materials furnished, or obligations incurred by Lessee. Lessor may require, at Lessor's sole option, that Lessee shall provide to Lessor, at Lessee's sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1-1/2) times any and all estimated costs of any improvements, additions, or alterations in the premises to insure Lessor against any liability for mechanic's and materialmen's liens and to insure completion of the work. 12.7 HOLDING OVER. If Lessee remains in possession of the premises, or any part thereof; after the expiration of the term hereof, without the express written consent of Lessor, such occupancy shall be a tenancy from month -to -month at a rental in the amount of the last monthly rental, plus ten percent (10%) and all other charges payable hereunder, and upon all the terms hereof; applicable to a month -to -month tenancy. 12.8 ENTRY BY LESSOR. Lessor reserves and shall, at any and all times, have the right to enter the premises, inspect the same, to submit said premises to prospective purchasers or Lessee, to post notice of non -responsibility, and to alter, improve, or repair the premises and any portion of the building of which the premises are a part that Lessor may deem necessary or desirable, without abatement of rent and may for that purpose, erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, always providing that the entrance to the premises shall not be blocked thereby, and further, that such work shall not interfere with Lessee's business, occupancy, or quiet enjoyment of the premises. For each of the aforesaid purposes, Lessor shall at all times have and retain a key with which to unlock all of the doors in an emergency, in order to obtain entry to the premises without liability to Lessee, except for any failure to exercise due care for Lessee's property. Any entry to the premises obtained by Lessor by any of the said means, or otherwise shall not under any circumstances, be construed or deemed to be a forcible or unlawful entry into, or a detainer of the premises, or an eviction of Lessee from the premises or any portion thereof. Page 9 of 13 12.9 SUBROGATION. As long as their respective insurers so permit, Lessor and Lessee hereby, mutually waive their respective rights of recovery against each other for any loss insured by fire, extended coverage and other property insurance policies existing for the benefit of the respective parties. Each party shall obtain any special endorsements, if required by their insurer to evidence compliance with the aforementioned waiver. 12.10 SUBORDINATION. This Lease shall be subordinate to any and all existing encumbrances heretofore placed, and to all encumbrances hereafter, placed by Lessor upon the leased premises, and Lessee agrees, upon written request, to execute, acknowledge and deliver any and all instruments necessary or advisable to carry out and effectuate any such subordination. In the event Lessor holds the leased premises under any leases or tenancies, this Lease shall be subordinate to such leases or tenancies. 12.11 WAIVER. It is agreed that any waiver by Lessor of any breach, of any one or more of' the covenants, conditions, or agreements of this Lease, shall not be construed to be a waiver of any subsequent or other breach of the same or any other covenant, condition, or agreement; nor shall any failure on the part of the Lessor to require exact or full, complete and explicit compliance with any of the covenants, conditions, or agreements in this Lease be construed as in any manner changing the terms hereof, or to estop Lessor from enforcing the full provisions hereof nor shall the terms of this Lease be changed or altered in any way whatsoever, other than by written amendment, signed by both parties. 12.12 WASTE, ETC. Lessee agrees not to commit, or suffer to be committed, any strip or waste of the leased premises. The parties mutually agree not to allow the premises to be used for any purpose that will increase the rate or invalidate the insurance thereon, not to keep thereon, any gasoline, distillate, or any kind of petroleum product or combustible substance for use for heating, lighting or other purpose, and not to allow the premises, or any part thereof, to be used as living quarters by any person, except with express written consent of Lessor. 12.13 OFFSET STATEMENT. Lessee shall, at any time and from time to time, not less than three (3) days after written request from Lessor, execute, acknowledge, and deliver, to Lessor a statement in writing, (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), and the date to which the rental and other charges are paid in advance, of any, and (b) acknowledging that there are not, to Lessee's knowledge, any uncured defaults on the part of the Lessor, hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the premises are a part. 12.14 PRIOR AGREEMENTS. This Lease contains all of the agreements of the parties hereto, with respect to any matter covered or mentioned in this Lease, and no prior Page 10 of 13 agreements or understanding pertaining to any such matters, shall be effective for any purposes. No provision of this Leas,- may be amended or added to, except by an agreement in writing signed by the parties hereto, or their respective successors in interest. This Lease shall not be effective or binding on any party until fully executed by both parties hereto. 12.15 INABILITY TO PERFORM. This Lease and the obligations of the Lessee hereunder, shall not be affected by or impaired because the Lessor is unable to fulfill any of its obligations hereunder, or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any reason beyond the reasonable control of the Lessor. 12.16 SALE OF PREMISES. In the event of any sale of the building, Lessor shall be, and is hereby, entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived form this Lease arising out of any act, occurrence, or omission occurring after the consummation of such sale; and, the purchaser, at such sale or subsequent sale of the premises shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry -out any and all of the covenants and obligations of the Lessor under this Lease. 12.17 NOTICE OF NON -OCCUPANCY. Lessee agrees to notify Lessor in writing if at any time during the term of this Ipase, the leased premises are to be unoccupied for more than ten (10) days. 12.18 SEPARABILITY. Any provision of this Lease which shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provision shall remain in full force and effect. 12.19 CUMULATIVE REMEDIES. It is agreed that the rights and remedies given to the Lessor by this Lease are cumulative and are not intended and shall not operate to deprive the Lessor of any other rights or remedies available to him whether in law or equity or pursuant to special proceedings. 12.20 NAME. Lessee shall not use the name of the building or the development in which the building is situated for any other purpose other than as an address of the business to be conducted by the Lessee in the premises. 12.21 JOINT OBLIGATION. If there be more than one Lessee, the obligations hereunder, imposed upon Lessee, shall be joint and several. 12.22 HEADINGS. The marginal headings and Article titles to the Articles of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof Page 11 of 13 12.23 AUTHORITY OF PARTIES. A. Corporate Authority. IfLessee is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with a duly adopted resolution of the board of directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. Limited Partnerships. If the Lessor herein, is a limited partnership, it is understood and agreed that any claims by Lessee on Lessor shall be limited to the assets of the limited partnership; and, furthermore, Lessee expressly waives any and all rights to proceed against the individual partners or the officers, directors, or shareholders of any corporate partner, except to the extent of their interest in said limited partnership. 12.24 SUCCESSORS AND ASSIGNS. The covenants and conditions herein contained, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators, and assigns of the parties hereto. 12.25 RULES AND REGULATIONS. Lessee shall faithfully observe and comply with the rules and regulations that Lessor shall from time to time promulgate. Lessor reserves the right from time to time to make all reasonable modifications to said rules. The additions and modifications to those rules shall be binding upon Lessee upon delivery of a copy of them to Lessee. Lessor shall not be responsible to Lessee for the nonperformance of any said rules by any other tenants or occupants. 12.26 DEFINITIONS. All words used herein, in the singular number shall include the plural, the present tense shall include the future tense, and the masculine gender shall include the feminine and neuter genders. If more than one person executes this instrument as Lessee, their obligations hereunder shall be joint and several. The term "Lessor" shall include his agent, attorney, or authorized representative. The term "leased premises" shall include all appurtenances thereto. 12.27 ADDENDA. Each addendum attached to this lease is incorporated herein and made a part hereof as if fully set forth in the Lease Agreement. Each such addendum shall be initialed by the parties hereto. Page 12 of 13 IN WITNESS WHEREOF, Lessor and Lessee have executed this date effective as of the date first above written. LESSEE: MOTIVATIONAL SYSTEMS INC. APPROVED AS TO FORM George H. Eiser, City/CDC Attorney LESSOR COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY Page 13 of 13