XXXXX REALTY
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00000 X. Xxxxxx Xxx., Xxxxx X-000
Xxxxxxxx, Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
December 5, 1994
Xxxxxx Xxxx
Psychometric Systems
00000 X. Xxxxxx Xxxxxx
Xxxxx X-000
Xxxxxxxx, Xxxxxxxx 00000
SUBJECT: Tenant Finish
Dear Xxxxxx,
Attached please find the amortization schedules for the tenant finish
costs. The total increase per month is $559.93, making your rental
payments for months five through twenty four $10,263.38 and months
twenty five through sixty $14,519.29.
Please sign below as acknowledgement, retain one copy and return the other
to this office. Your attention to this matter is appreciated.
Sincerely,
/s/ XXXXXX XXXXX
Xxxxxx Xxxxx
DP/mp
Attachments
HAND DELIVERED
ACKNOWLEDGEMENT:
/s/ XXXXXX XXXX 2/2/95
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Xxxxxx Xxxx - Psychometric Systems Date
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11-15-1994 Pg 1
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Compounding period . . . . . : Monthly
Nominal annual rate. . . . . : 6.785 %
Effective annual rate. . . . : 7.000 %
Periodic rate. . . . . . . . : 0.5654 %
Equivalent daily rate. . . . : 0.01859 %
CASH FLOW DATA
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Event Date Amount Pt Period End-date
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1 Loan 11-01-94 21,000.00 1
2 Payment 12-01-94 438.55 56 Monthly 07-01-99
AMORTIZATION SCHEDULE - Normal amortization
Pmt Date Payment Interest Principal Balance
Loan 11-01-1994 21,000.00
1 12-01-1994 438.55 118.74 319.81 20,680.19
1994 totals 438.55 118.74 319.81
2 01-01-1995 438.55 116.93 321.62 20,358.57
3 02-01-1995 438.55 115.11 323.44 20,035.13
4 03-01-1995 438.55 113.28 325.27 19,709.86
5 04-01-1995 438.55 111.44 327.11 19,382.75
6 05-01-1995 438.55 109.59 328.96 19,053.79
7 06-01-1995 438.55 107.73 330.82 18,722.97
8 07-01-1995 438.55 105.86 332.69 18,390.28
9 08-01-1995 438.55 103.98 334.57 18,055.71
10 09-01-1995 438.55 102.09 336.46 17,719.25
11 10-01-1995 438.55 100.19 338.36 17,380.89
12 11-01-1995 438.55 98.27 340.28 17,040.61
13 12-01-1995 438.55 96.35 342.20 16,698.41
1995 totals 5,262.60 1,280.82 3,981.78
14 01-01-1996 438.55 94.42 344.13 16,354.28
15 02-01-1996 438.55 92.47 346.08 16,008.20
16 03-01-1996 438.55 90.51 348.04 15,660.16
17 04-01-1996 438.55 88.54 350.01 15,310.15
18 05-01-1996 438.55 86.57 351.98 14,958.17
19 06-01-1996 438.55 84.58 353.97 14,604.20
20 07-01-1996 438.55 82.57 355.98 14,248.22
21 08-01-1996 438.55 80.56 357.99 13,890.23
22 09-01-1996 438.55 78.54 360.01 13,530.22
23 10-01-1996 438.55 76.50 362.05 13,168.17
24 11-01-1996 438.55 74.45 364.10 12,804.07
25 12-01-1996 438.55 72.40 366.15 12,437.92
1996 totals 5,262.60 1,002.11 4,260.49
26 01-01-1997 438.55 70.33 368.22 12,069.70
27 02-01-1997 438.55 68.24 370.31 11,699.39
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11-15-1994 Pg 2
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Pmt Date Payment Interest Principal Balance
28 03-01-1997 438.55 66.15 372.40 11,326.99
29 04-01-1997 438.55 64.04 374.51 10,952.48
30 05-01-1997 438.55 61.93 376.62 10,575.86
31 06-01-1997 438.55 59.80 378.75 10,197.11
32 07-01-1997 438.55 57.66 380.89 9,816.22
33 08-01-1997 438.55 55.50 383.05 9,433.17
34 09-01-1997 438.55 53.34 385.21 9,047.96
35 10-01-1997 438.55 51.16 387.39 8,660.57
36 11-01-1997 438.55 48.97 389.58 8,270.99
37 12-01-1997 438.55 46.77 391.78 7,879.21
1997 totals 5,262.60 703.89 4,558.71
38 01-01-1998 438.55 44.55 394.00 7,485.21
39 02-01-1998 438.55 42.32 396.23 7,088.98
40 03-01-1998 438.55 40.08 398.47 6,690.51
41 04-01-1998 438.55 37.83 400.72 6,289.79
42 05-01-1998 438.55 35.56 402.99 5,886.80
43 06-01-1998 438.55 33.28 405.27 5,481.53
44 07-01-1998 438.55 30.99 407.56 5,073.97
45 08-01-1998 438.55 28.69 409.86 4,664.11
46 09-01-1998 438.55 26.37 412.18 4,251.93
47 10-01-1998 438.55 24.04 414.51 3,837.42
48 11-01-1998 438.55 21.70 416.85 3,420.57
49 12-01-1998 438.55 19.34 419.21 3,001.36
1998 totals 5,262.60 384.75 4,877.85
50 01-01-1999 438.55 16.97 421.58 2,579.78
51 02-01-1999 438.55 14.59 423.96 2,155.82
52 03-01-1999 438.55 12.19 426.36 1,729.46
53 04-01-1999 438.55 9.78 428.77 1,300.69
54 05-01-1999 438.55 7.35 431.20 869.49
55 06-01-1999 438.55 4.92 433.63 435.86
56 07-01-1999 438.55 2.69 435.86 0.00
1999 totals 3,069.85 68.49 3,001.36
Grand totals 24,558.80 3,558.80 21,000.00
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11-15-1994 Pg 1
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Compounding period . . . . . : Monthly
Nominal annual rate. . . . . : 11.387 %
Effective annual rate. . . . : 12.000 %
Periodic rate. . . . . . . . : 0.9489 %
Equivalent daily rate. . . . : 0.03120 %
CASH FLOW DATA
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Event Date Amount Pt Period End-date
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1 Loan 11-01-94 5,254.00 1
2 Payment 12-01-94 121.38 56 Monthly 07-01-99
AMORTIZATION SCHEDULE - Normal amortization
Pmt Date Payment Interest Principal Balance
Loan 11-01-1994 5,254.00
1 12-01-1994 121.38 49.85 71.53 5,182.47
1994 totals 121.38 49.85 71.53
2 01-01-1995 121.38 49.18 72.20 5,110.27
3 02-01-1995 121.38 48.49 72.89 5,037.38
4 03-01-1995 121.38 47.80 73.58 4,963.80
5 04-01-1995 121.38 47.10 74.28 4,889.52
6 05-01-1995 121.38 46.40 74.98 4,814.54
7 06-01-1995 121.38 45.68 75.70 4,738.84
8 07-01-1995 121.38 44.97 76.41 4,662.43
9 08-01-1995 121.38 44.24 77.14 4,585.29
10 09-01-1995 121.38 43.51 77.87 4,507.42
11 10-01-1995 121.38 42.77 78.61 4,428.81
12 11-01-1995 121.38 42.02 79.36 4,349.45
13 12-01-1995 121.38 41.27 80.11 4,269.34
1995 totals 1,456.56 543.43 913.13
14 01-01-1996 121.38 40.51 80.87 4,188.47
15 02-01-1996 121.38 39.74 81.64 4,106.83
16 03-01-1996 121.38 38.97 82.41 4,024.42
17 04-01-1996 121.38 38.19 83.19 3,941.23
18 05-01-1996 121.38 37.40 83.98 3,857.25
19 06-01-1996 121.38 36.60 84.78 3,772.47
20 07-01-1996 121.38 35.80 85.58 3,686.89
21 08-01-1996 121.38 34.98 86.40 3,600.49
22 09-01-1996 121.38 34.16 87.22 3,513.27
23 10-01-1996 121.38 33.34 88.04 3,425.23
24 11-01-1996 121.38 32.50 88.88 3,336.35
25 12-01-1996 121.38 31.66 89.72 3,246.63
1996 totals 1,456.56 433.85 1,022.71
26 01-01-1997 121.38 30.81 90.57 3,156.06
27 02-01-1997 121.38 29.95 91.43 3,064.63
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11-15-1994 Pg 2
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Pmt Date Payment Interest Principal Balance
28 03-01-1997 121.38 29.08 92.30 2,972.33
29 04-01-1997 121.38 28.20 93.18 2,879.15
30 05-01-1997 121.38 27.32 94.06 2,785.09
31 06-01-1997 121.38 26.43 94.95 2,690.14
32 07-01-1997 121.38 25.53 95.85 2,594.29
33 08-01-1997 121.38 24.62 96.76 2,497.53
34 09-01-1997 121.38 23.70 97.68 2,399.85
35 10-01-1997 121.38 22.77 98.61 2,301.24
36 11-01-1997 121.38 21.84 99.54 2,201.70
37 12-01-1997 121.38 20.89 100.49 2,101.21
1997 totals 1,456.56 311.14 1,145.42
38 01-01-1998 121.38 19.94 101.44 1,999.77
39 02-01-1998 121.38 18.98 102.40 1,897.37
40 03-01-1998 121.38 18.00 103.38 1,793.99
41 04-01-1998 121.38 17.02 104.36 1,689.63
42 05-01-1998 121.38 16.03 105.35 1,584.28
43 06-01-1998 121.38 15.03 106.35 1,477.93
44 07-01-1998 121.38 14.02 107.36 1,370.57
45 08-01-1998 121.38 13.01 108.37 1,262.20
46 09-01-1998 121.38 11.98 109.40 1,152.80
47 10-01-1998 121.38 10.94 110.44 1,042.36
48 11-01-1998 121.38 9.89 111.49 930.87
49 12-01-1998 121.38 8.83 112.55 818.32
1998 totals 1,456.56 173.67 1,282.89
50 01-01-1999 121.38 7.76 113.62 704.70
51 02-01-1999 121.38 6.69 114.69 590.01
52 03-01-1999 121.38 5.60 115.78 474.23
53 04-01-1999 121.38 4.50 116.88 357.35
54 05-01-1999 121.38 3.39 117.99 239.36
55 06-01-1999 121.38 2.27 119.11 120.25
56 07-01-1999 121.38 1.13 120.25 0.00
1999 totals 849.66 31.34 818.32
Grand totals 6,797.28 1,543.28 5,254.00
OFFICE LEASE
1. THIS INDENTURE OF LEASE WITNESSETH, that GOLDEN HILL PARTNERSHIP,
hereinafter called the Landlord, does hereby demise and lease unto
PSYCHOMETRIC SYSTEMS, hereinafter called the Tenant, the premises known and
described as 00000 X. XXXXXX XXXXXX SUITE C-500 (12,257 R.S.F.) XXXXXXXX,
XXXXXXXX 00000 ("Demised Premises") situated in the GOLDEN HILL OFFICE
CENTRE, beginning on the 1ST day of NOVEMBER, 1994, and terminating on the
31ST day of OCTOBER, 1999, unless the term shall be sooner terminated as
hereinafter provided.
2. IN CONSIDERATION OF said demise, the Tenant agrees to pay the
Landlord as rent for said premises for the full term aforesaid the total
sum of $696,606.20 payable as follows: MONTHS ONE THROUGH FOUR ARE RENT
FREE. MONTHS FIVE THROUGH TWENTY FOUR MONTHLY RENT IS $9,703.45. MONTHS
TWENTY FIVE THROUGH SIXTY MONTHLY RENT IS $13,959.36. THIS IS A FULL
SERVICE LEASE WITH NO PASS THROUGHS OR CONSUMER PRICE INDEX INCREASE. NO
ADDITIONAL DEPOSIT IS REQUIRED.
3. SERVICES. The Landlord agrees, during the period of this lease:
To heat the demised premises whenever necessary during reasonable business
hours of customary heating season. To provide janitor and elevator service
as determined by Landlord for the demised premises. To provide electric
current for all lighting, customary for miscellaneous office equipment, and
normal office purposes required by Tenant, together with electric bulbs for
lamps for lighting the demised premises, which bulbs Landlord shall renew
as necessary. In case Tenant requires electric energy for signs, photostat
machines, or any other like equipment not part of its normal office
operation, such electrical energy shall be furnished by Landlord, and the
rental payable hereunder shall be increased by an amount equivalent to the
sum paid by the Landlord for such additional energy to the utility
supplying electric services for said building. Unless a flat rate can be
mutually agreed upon between the parties hereto, the additional rental
shall be determined by measuring through metering equipment furnished and
installed by the Tenant the additional electrical energy so required by
Tenant and computing the cost thereof at the average rate charged Landlord
by said utility company for current supplied to said building. To cause
public halls to be lighted during the time and the manner customary in said
building. Tenant agrees that Landlord shall not be held liable for failure
to supply such heating, janitor, elevator, lighting or other services, or
any of them, when such failure is not due to gross negligence on its part,
it being understood that Landlord reserves the right to temporarily
discontinue such services, or any of them, at such times as may be
necessary by reason of accident, repairs, alterations or improvements, or
whenever, by reason of strikes, lockouts, riots, acts of God, governmental
regulations, or any other happening, Landlord is unable to furnish such
services.
Tenant agrees that if any payment of rent as herein provided shall
remain unpaid for more than five days after the same shall become due,
Landlord may, without notice to Tenant, discontinue furnishing lighting,
heating and janitor services, or any of them, until all arrears of rent
shall have first been paid and discharged, and that Landlord shall not be
liable for damages, and that such action shall in no way operate to release
Tenant from the obligations hereunder.
4. CHARACTER OF OCCUPANCY. Tenant agrees to use and occupy the
demised premises in a careful, safe and proper manner, and only for the
purpose of GENERAL OFFICE USE and to pay on demand for any damage to the
premises caused by the misuse of same by Tenant or his agents or employees;
Tenant will not use or permit the demised premise to be used for any
purposes prohibited by the laws of the United States or the State of
Colorado, or any of the ordinances of the City and County of Jefferson.
Tenant will not use or keep any substance or material in or about the
demised premises which may violate or endanger the validity of the
insurance on said building or increase the hazard of the risk, or which may
prove offensive or annoying to other tenants of the building. Tenant will
not permit any nuisance to be committed in the demised premises.
5. ALTERATIONS. The Landlord, its agents and servants, shall have
the right at any time to enter the demised premises to examine and inspect
the same, or to make such repairs, additions or alterations as it may deem
necessary or proper for the safety, improvement or preservation thereof,
and shall at all times have the right, at is election, to make such
alterations or changes to other portions of said building as it may from
time to time deem necessary and desirable. However, the Tenant agrees not
to call upon the Landlord for any disbursements or outlay of money upon
said demised premises for decorating, redecorating.
Tenant shall make no alterations in, or additions to the demised
premises without first obtaining the written consent of Landlord, and all
additions or improvements made by the Tenant (except only unattached office
furniture, fixtures and equipment) shall be deemed a part of the real
estate and permanent structure thereon and shall remain upon and be
surrendered with said premises as a part thereof at the end of the said
term, by lapse of time, or
2
otherwise. Prior to tenant undertaking any alterations or additions to the
Demised Premises, Tenant shall post the appropriate notices, as required by
Law, so as to exclude and/or protect Landlord and/or the Building from the
filing of any mechanic's liens.
6. SUBLETTING. Tenant agrees not to sublet the demised premises, or
any part thereof, nor assign this lease, or any interest therein, without
the written consent of the Landlord first had and obtained. LANDLORD
AGREES NOT TO WITHHOLD SUCH CONSENT UNREASONABLY.
7. INSOLVENCY. No assignment for the benefit of creditors or by
operation of law shall be effective to transfer any rights under this lease
to any assignee without the written consent of the Landlord first having
been obtained.
It is further agreed between the parties hereto that, if Tenant shall
be declared insolvent or bankrupt, or if any assignment of Tenant's
property shall be made for the benefit of creditors or otherwise, or if
Tenant's leasehold interest herein shall be levied upon under execution, or
seized by virtue of any writ of any Court of law, or a Trustee in
Bankruptcy or a Receiver be appointed for the property of Tenant,
("involuntary breach") whether under the operation of State or Federal
statutes, then and in any such case, Landlord may, at its option,
immediately, with or without notice (notice being expressly waived)
terminate this lease and immediately retake possession of said premises,
using such force as may be necessary, without being guilty of any manner of
trespass or forcible entry or detainer, and without the same working any
forfeiture of the obligations of Tenant hereunder. In such event the
Lessor shall be deemed to have a provable claim in bankruptcy or
receivership in an amount equal to (1) the then accrued and unpaid rent
plus, (2) an amount equal to the sum of the last nine (9) monthly
installments of the rental provided for herein, which sum is fixed, not as
a penalty, but as liquidated damages by the parties hereto because the
actual damages incurred by Landlord as a result of the involuntary breach
would be difficult to ascertain.
8. BREACH.
A. The Tenant agrees to observe and perform the conditions and
agreements herein set forth to be observed and performed by the Tenant, and
further agrees that if default be made by the Tenant in the payment of said
rent, or any part thereof, or if the Tenant shall fail to observe or
perform any of said conditions or agreements, and such default shall
continue for a period of five days,* then and in that event, and as often
as the
*AFTER WRITTEN NOTICE
3
same may happen, it shall be lawful for the Landlord, at its election, with
or without legal proceeding, using such force as may be necessary and
without notice, may, re-enter and take possession of the Demised Premises,
including all improvements, fixtures and equipment located at, in, or about
the Demised Premises and take, operate, or relet same, in whole or in part,
for the account of Lessee at such rental, on such conditions, and to such
tenant(s) as Landlord in good faith may deem proper. Landlord shall
receive all proceeds and/or rentals accruing from such operation or
reletting and shall apply such proceeds and/or rentals, first, to the
payment of all costs and expenses incurred by Landlord in obtaining
possession and in the operation or reletting of the Demised Premises,
fixtures, or equipment, including, but not limited to, reasonable
attorney's fees, commissions, and collection fees, and any alternations or
repairs reasonably necessary to enable Landlord to operate or relet the
Demised Premises, fixtures, or equipment; second, to the payment of all
such amounts due or becoming due from Tenant under the provisions of this
Lease Agreement.
B. REPOSSESSION OR RELETTING NOT A TERMINATION. Landlord's Right To
Terminate Not Forfeited. No re-entry, repossession, operation, or
reletting of the Demised Premises or the fixtures and equipment therein or
thereon shall be construed as an election by Landlord to terminate this
Lease Agreement unless or until a written notice of such intention is given
by Landlord to Tenant. Notwithstanding any such operation or reletting
without terminating this Lease Agreement, Landlord may at any time
thereafter elect to terminate said Lease Agreement.
C. TENANT'S OBLIGATION TO PAY DEFICIENCIES. In the event the
proceeds or rentals received by Landlord pursuant to this Paragraph 8 are
insufficient to pay all costs and expenses incurred by Landlord and all
amounts due and becoming due under this Lease Agreement, Tenant shall pay
to Landlord, on demand, any such deficiency as may from time to time occur
or exist.
D. LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES AT TENANT'S EXPENSE.
Notwithstanding any notice provisions contained in the Lease Agreement to
the contrary, if, in the judgment of Landlord, the continuance of any
default by tenant, other than default in the payment of money, for the full
notice period otherwise provided herein will jeopardize the Demised
Premises, the Building, or the rights of Landlord or other tenants,
Landlord may, without notice, elect to perform or cure, at the expense of
Tenant, those acts in respect of which tenant is in default and Tenant
shall, within ten (10) days following receipt of written notice of same,
reimburse Landlord for all costs and expenses incurred by Landlord,
together with interest thereon at the rate of eighteen percent (18%) per
annum until paid in full.
4
E. LANDLORD'S RIGHT TO TERMINATE LEASE. In the event of Tenant's
default as provided in this Xxxxxxxxx 0, Xxxxxxxx may, at its option,
without further notice, terminate this Lease Agreement and pay any and all
interest of Tenant hereunder, and may thereupon immediately reenter and
take possession of the Demised Premises.
F. LANDLORD'S RIGHT ON TERMINATION TO RECOVER AMOUNT EQUAL TO RENT
RESERVED. If this Lease Agreement is terminated by Landlord on account of
any default by Tenant, Landlord shall be entitled to recover as damages
from Tenant, at the time of such termination, along with any and all other
damages to which it is entitled, the excess, if any, of the amount of rent
provided herein for the balance of the term hereof over the then reasonable
rental value of the Demised Premises for the same period. It is agreed
that the "reasonable rental value" shall be the amount of rental which
Landlord can obtain as rent for the remaining balance of this term.
G. LANDLORD'S REMEDIES CUMULATIVE. Landlord shall have the right to
seek all remedies provided in this Lease Agreement and by the governing
law. Each and all of the remedies provided Landlord in this Lease
Agreement or by law shall be cumulative, and the exercise of one right or
remedy by Landlord shall not impair its right to exercise any other right
or remedy.
H. TENANT'S WAIVER OF CLAIMS AGAINST LANDLORD. Tenant hereby waives
all claim or demand for damages that may be caused by Landlord's re-entering
and taking possession of the Demised Premises as provided in this
Paragraph 8, including, but not limited to, damages resulting from the
destruction of or damage to the Demised Premises and damages resulting from
loss or injury to property in or on the Demised Premises at the time of
such re-entry belonging to Tenant or any other person, firm or corporation.
9. REMOVAL OF TENANT'S PROPERTY. If the Tenant shall fail to remove
all effects from said premises upon the abandonment or upon the termination
of the lease for any cause whatsoever, the Landlord, at its option, may
remove the same in any manner that it shall choose, and store the said
effects without liability to the Tenant for loss thereof, and the Tenant
agrees to pay the Landlord on demand any and all expenses incurred in such
removal, including court costs and attorney's fees and storage charges on
such effects for any length of time the same shall be in the Landlord's
possession or the Landlord, at its option, without notice, may sell said
effects, or any of the same, at private sale and without legal process, for
such prices as the Landlord may obtain, and apply the proceeds of such sale
upon any amounts due under this lease from the Tenant to the Landlord and
upon the expense incident to the removal and sale of said effects,
rendering the surplus, if any, to the Tenant.
5
10. LOSS OR DAMAGE TO TENANT'S PROPERTY. All personal property of
any kind or description whatsoever in the demised premises shall be at the
Tenant's sole risk, and the Landlord shall not be held liable for any
damage done to or loss of such personal property, or for damage or loss
suffered by the business or occupation of the Tenant arising from any act
or neglect of co-tenants or other occupants of the building, or of their
employees or the employees of the Landlord or of other persons, or from
bursting, overflowing or leaking of water, sewer or steam pipes, or from
heating or plumbing fixtures, or from electric wires, or from gases, or
odors, or other causes in any other manner whatsoever, except in the case
of willful neglect on the part of the Landlord.
11. SURRENDER OF POSSESSION. The Tenant agrees to deliver up and
surrender to the Landlord possession of said premises at the expiration or
termination of this lease, by lapse of time or otherwise, in as good repair
as when the Tenant obtained the same at the commencement of said term,
excepting only ordinary wear and decay, or damage by the elements,
(occurring without the fault of the Tenant or other persons permitted by
the Tenant to occupy or enter the demised premises or any part thereof), or
by act of God, or by insurrection, riot, invasion or commotion, or of
military or usurped power.
12. FIRE OR OTHER CASUALTY. That if, during the term of this lease
the said premises or the building shall be so damaged by fire or other
casualty, not arising from the fault or negligence of the Tenant or anyone
in his employ, so that the said premises shall thereby be rendered unfit
for use or occupation, then, and in such case the rent herein reserved, or
a just and proportionate part thereof, according to the nature and extent
of the damage which has been sustained, shall be abated until said premises
shall have been duly repaired and restored. If within 120 days of said
casualty, the Landlord,* in its sole discretion, determines the Demised
Premises or the Building are damaged to such an extent that the cost of
reconstruction would be impracticable, the Landlord shall, on thirty (30)
days notice, have the right to cancel this lease and end the term hereof.
In case of such cancellation the rent, and any other moneys due and owing
to the Landlord shall be paid by the Tenant up to the date the Tenant
vacates and delivers full possession and the keys of said premises, and all
further obligations upon the part of either party hereto, shall cease and
the estate hereby created shall thereupon terminate.
*OR TENANT
6
In the event that any question shall arise between the Landlord and
the Tenant as to whether or not repairs shall have been made with
reasonable diligence, due allowance shall be made for any delay which may
arise in connection with the adjustment of the fire insurance and loss, and
for any delay arising out of inability to obtain materials and what are
commonly known as "labor trouble".
13. AVAILABILITY OF PREMISES AND ACCEPTANCE. That, if for any reason
the said premises shall not be ready or available for occupancy on the date
specified herein, this lease shall nevertheless continue in full force and
effect and the Tenant shall have no right to rescind, cancel or terminate
the same and the Landlord shall not be liable for damages, if any,
sustained by the said Tenant on account of failure to obtain possession at
the date specified for commencement of the term herein and in such event
the rent for the said premises shall not commence until the said Tenant is
notified that said premises are available and ready for occupancy, and the
date specified in the notification shall be used for the beginning of the
term of this lease. That the Tenant acknowledges that he has examined the
demised premises and appurtenances, and the taking of possession of said
premises by the Tenant shall be conclusive evidence, as against the Tenant
that the said premises and appurtenance were in good and satisfactory
condition when possession of the same were taken.
14. ENCUMBRANCES. That this lease is subject and subordinate to the
lien of any trust deeds or mortgages now on, or which at any time may be
made a lien upon the premises, or the building in which the demised
premises are situate, and to all advances made or hereafter to be made upon
the security thereof. The Tenant agrees to execute and deliver upon
request such further instrument or instruments subordinating this lease to
the lien of any such trust deeds or mortgages as shall be desired by any
mortgage or proposed mortgage. That the Tenant hereby appoints the
Landlord his attorney-in-fact irrevocably, to execute, acknowledge and
deliver any such instrument or instruments for the Tenant, as the Landlord
may deem necessary. Further, said Lease shall not take effect until
approved by the beneficiary of said mortgage or deed of trust.
15. PAYMENTS AFTER TERMINATION. No payments of money by the Tenant
to the Landlord, after the giving of notice of termination or demand for
possession by the Landlord to the Tenant, shall reinstate, continue or
extend the term of this lease or affect any notice given to the Tenant
prior to the payment of such money, it being agreed that after the service
of notice or the commencement of a suit or after judgment granting the
Landlord possession of
7
said premises, the Landlord may receive and collect any sums of rent due,
or any other sums of money due under the terms of this lease, and the
payment of such sums of money, whether as rent or otherwise, shall not
waive said notice, or in any manner affect any pending suit or any judgment
theretofore obtained.
16. HOLDING AFTER TERMINATION. If the Tenant retains possession of
the premises, or any part thereof, after the termination of this lease by
lapse of time or otherwise, the Tenant shall pay to the Landlord rent at 1
and 1/2 times the rate of rental specified in this lease for the time the
Tenant thus remains in possession. If the Tenant remains in possession of
the premises, or any part thereof, after the termination of the term by
lapse of time or otherwise, the Landlord may thereafter terminate the
tenancy immediately and without notice. The provisions of this Article do
not waive the Landlord's right of re-entry or any other right under this
lease.
17. NOTICES. That any notice by the Landlord to the Tenant shall be
deemed to be duly given, if in writing and hand delivered to the Tenant in
person, by handing said notice to anyone at the Demised Premises, or posted
on the Demised Premises, or sent by registered or certified mail, deposited
in any general branch post office, enclosed in a prepaid envelope addressed
to the Tenant at the address of the demised premises. Any notice by the
Tenant to the Landlord shall be in writing and deemed to be duly given if
mailed by registered or certified mail, return receipt requested deposited
in any general, branch post office, enclosed in a prepaid envelope
addressed to 00000 X. Xxxxxx Xxx., Xxxxx X-000, Xxxxxxxx, Xxxxxxxx 00000.
18. CHANGE IN OR ABOUT PREMISES. That, in the event the demised
premises, or any part thereof, shall be taken and condemned for public
purposes by the proper authorities, then and in that event the rental shall
be adjusted in a fair and appropriate manner depending upon the portion of
the demised premises so taken. Otherwise, insofar as the remainder of the
demised premises are concerned, the said lease shall remain in full force
and effect, at the option of the Landlord.* It is further agreed that in
the event of condemnation proceedings, the Tenant shall have no claim
against the Landlord other than the adjustment of rent as hereinbefore
mentioned, and any award made shall be the sole property of the Landlord.
*OR TENANT
8
19. LATE CHARGES. If the Tenant shall fail to pay the rental as
provided herein within ten days of due date as stipulated herein, the
Tenant agrees to pay an additional sum of 5% for each monthly rental
payment so in default to defray the additional bookkeeping and collection
costs, in addition to the payment of any other costs incurred by the
Landlord as provided herein.
20. ATTORNEYS FEES AND COSTS. The Tenant shall pay all attorney's
fees and expenses of the Landlord incurred to enforce any of the
obligations of the Tenant under this Lease, or in any litigation or
negotiation, in which the Landlord shall, without its fault, become
involved, through, or on account of, the Tenant, his guests, servants or
employees.
21. NOTICE OF TERMINATION. That in consideration of the rate of
rental as provided herein, time being the essence hereof, the Tenant hereby
agrees, at least sixty (60) days prior to the expiration of the terms
hereof, to give written notice to the Landlord of his intention to
surrender possession and vacate the demised premises during the final sixty
(60) day period of this lease, and failing to do so, the Tenant shall be
liable for and agrees to pay, upon request, an amount equal to two (2)
months rental as liquidated damages, and the Tenant agrees that said sum is
reasonable and shall not be considered as a penalty.
Nothing herein contained shall be deemed to require Landlord to extend
the terms of this Lease with Tenant or to enter into a new Lease with
Tenant unless mutually agreed-upon terms are negotiated and evidenced by a
written document signed by all parties hereto.
22. RULES AND REGULATIONS. It is further agreed that the rules and
regulations attached hereto shall be and are hereby made a part of this
Lease, and the Tenant agrees that the employees and agents, or any others
permitted by the Tenant to occupy or enter said premises, will at all times
abide by said rules and that a default in the performance and observance
thereof shall operate the same as any other defaults herein. Said rules
and regulations may be amended from time to time by Landlord and shall be
binding upon Tenant upon Tenant receiving notice of the same.
9
23. TENANT IMPROVEMENTS. Notwithstanding anything herein contained
to the contrary, it is specifically understood and agreed that the Landlord
herein does not authorize the Tenant to make any additions, repairs or
replacements to the demised premises without first obtaining the Landlord's
written consent and satisfying the Landlord that the costs involved will be
paid in full by the Tenant, so that no person, firm, or corporation shall
be able to assert a lien against said property. Nothing herein contained
shall relieve the Tenant to make repairs or replacements as provided in
said lease.
24. WAIVER. No waiver of any breach of any one or more of the
conditions or covenants of this lease by the Landlord shall be deemed to
imply or constitute a waiver of any succeeding or other breach hereunder.
25. AMENDMENT OR MODIFICATION. The Tenant acknowledges and agrees
that he has not relied upon any statements, representations, agreements or
warranties, except such as are expressed herein, and that no amendment or
modification of this lease shall be valid or binding unless expressed in
writing and executed by the parties hereto in the same manner as the
execution of this lease.
26. GRAMMATICAL CHANGES. Whenever the words "Landlord" and "Tenant"
are used in this indenture, they shall include Landlords and Tenants and
shall apply to both men and women, companies, partnerships and
corporations, and in reading said Lease the necessary grammatical changes
required to make the provisions hereof mean and apply as aforesaid, shall
be made in the same manner as though written into this lease.
27. PARAGRAPH HEADINGS. That the head notes or paragraph headings
are inserted only as a matter of convenience and for reference and in no
way define, limit or describe the scope or intent of this lease.
28. DEMISED PREMISES MAINTENANCE. Tenant shall not employ any person
or persons other than the janitor of Landlord for the purpose of cleaning
the premises unless otherwise agreed to by landlord. Except with the
written consent of Landlord, no person or persons other than those approved
by Landlord shall be permitted to enter the Building for the purpose of
cleaning the same. Tenants shall not cause any unnecessary labor by reason
of Tenant's carelessness or indifference in the preservation of good order
and
10
cleanliness. Landlord shall in no way be responsible to any Tenant for any
loss of property on the premises, however occurring, or for any damage done
to the effects of any Tenant by the janitor or any other employee or any
other person. Janitor service will be provided by Landlord five (5) nights
per week except for legal holidays and shall include ordinary dusting and
cleaning and shall not include cleaning of carpets or rugs, except normal
vacuuming, nor moving of furniture and other special services. Janitor
service will not be furnished on nights when rooms are occupied after 6:00
p.m. The janitor may at all times keep a passkey and shall be allowed
admittance to the leased premises.
29. BUILDING SERVICES. Landlord shall furnish heating and air
conditioning during the hours of 8:00 a.m. to 6:00 p.m. Monday through
Friday except for legal holidays. In the event Tenant requires heating and
air conditioning during off hours, weekends and holidays, Landlord shall on
notice provide such services at a rate to be agreed upon in writing with
the Tenant prior to furnishing same. Landlord reserves the right to close
and keep locked all entrance and exit doors of the building on weekends,
legal holidays and on other days between the hours of 6:00 p.m. and 8:00
a.m. and during such further hours as Landlord may deem advisable for the
adequate protection of said building and the property of its tenants.
30. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum of
$*TRANSFER FROM PREVIOUS LEASE, for the full and faithful performance of
every provision of this Lease to be performed by Tenant. If Tenant
defaults with respect to any provision of this Lease, including but not
limited to the provisions relating to the payment of rent, Landlord may
use, apply or retain all or any part of this security deposit for the
payment of any rent or any other sum in default, or for the payment of any
other amount which Landlord may spend or become obligated to spend by
reason of Tenant's default or to compensate Landlord for any other loss or
damage which Landlord may suffer by reason of Tenant's default. If any
portion of said deposit is so used or applied, Tenant shall within five (5)
days after written demand therefore deposit cash with Landlord in an amount
sufficient to restore the security deposit to its original amount and
Tenant's failure to do so shall be a material breach of this Lease. Said
deposit shall not be considered as liquidated damages and if claims of
Landlord exceed said deposit, Tenant shall remain liable for the balance of
such claims. Landlord shall not be required to keep this security deposit
separate from its general funds and Tenant shall not be entitled to
interest on such deposit.
11
If Tenant shall fully and faithfully perform every provision of this Lease
to be performed by it, the security deposit or any balance thereof shall be
returned to Tenant (or, at Landlord's option, to the last assignee to
Tenant's interest hereunder) sixty (60) days after the expiration of the
lease term and Tenant's vacation of the premises. In the event of
termination of Landlord's interest in this Lease, Landlord shall transfer
the deposit to Landlord's successor in interest whereupon Tenant agrees to
release Landlord from liability for the return of such deposit or the
accounting therefore.
31. PARKING. Tenant shall have the non-exclusive right to use in
common with Tenants within the building, their guests, invites and
customers, 43 SURFACE PARKING, 5 COVERED PARKING passenger automobile
parking space located in the parking lot adjacent to the building in which
the demised premises are located for which the Landlord takes no
responsibility in policing, but the Landlord reserves the right to
promulgate such rules and regulations as it may deem necessary from time to
time.
32. INSURANCE.
A. Property: Tenant shall procure and maintain at all times
during the term of this lease at its own cost, primary
insurance coverage for all of Tenant's leasehold
improvements and personal property in or about the demised
premises of the building, in an amount not less than ninety
percent (90%) of the replacement costs thereof, including
broad form fire and extended casualty coverage, sprinkler
leakage, vandalism and malicious mischief. Landlord shall
be named as an additional insured and shall be entitled to
recover thereunder for any loss occasioned to Landlord by
reason of Tenant's negligence. Any proceeds shall be used
for the repair or replacement of leasehold improvements
damaged or destroyed during the term of this Lease. Each
party for their insurers hereby waives all claims of
subrogation if any, insurer has against the other party so
long as both parties can grant such waivers under their
insurance policies without payment of additional premiums.
B. Liability: Tenant shall procure and maintain at its cost
public liability insurance in amounts not less than
$300,000/$500,000 with $100,000 property damage coverage and
workmen's compensation insurance as required by law to
protect Tenant's employees.
C. Tenant shall deliver certificates evidencing all insurance
to Landlord.
12
33. SALE BY LANDLORD. In the event of a sale or conveyance by
Landlord of the Building containing the demised premises, the same shall
operate to release Landlord from any further liability upon any of the
covenants or conditions, expressed or implied herein contained in favor of
Tenant, and in such event Tenant agrees to look solely to the
responsibility of the successor in interest of Landlord in and to this
lease. This lease shall not be affected by any such sale, and the Tenant
agrees to attorn to the purchaser or assignee.
34. RELOCATION. If the Premises are less than 3,000 rentable square
feet, Tenant agrees that Landlord may relocate Tenant to other space in the
Building containing at lease the same amount of rentable space as is
contained in the Premises, provided that the rent is not increased above
the amount payable hereunder and the costs of relocating Tenant, including
the cost of altering the new space to make it comparable to the Premises,
is borne by Landlord.
35. BUILDING FINISH ITEMS.
A. Landlord will provide the following building standard finish
to Tenant:
1. DIRECTORY: One building standard directory strip will be
provided by Landlord, along with hallway suite sign.
2. WINDOW COVERINGS: Building standard blinds or drapes on
exterior windows.
3. AIR CONDITIONING: Landlord will provide building standard
heating, ventilating and air conditioning system as well as a
duct distribution system. However, Tenant will be responsible
for all construction costs associated with changes to mechanical
and electrical systems due to Tenant requirements which exceed or
differ from building standards, or from office as is now
existing.
4. GENERAL: All of the items and finishes listed herein will
conform to standard building specifications, as to color,
quality, and quantity. In the event Tenant desires material of
its choosing, different from the office as it now exists, or
desires light fixtures, electrical outlets or telephone outlets
or any other items, not already in the office, the cost of the
same shall be borne by the Tenant. The cost of modifications of
building standards for any item shall include the cost of
architectural and engineering and the increased cost of
construction.
13
5. FIXTURES: It is further understood and agreed that any
improvement made as aforesaid shall become a part of the property
owned by the Landlord and be surrendered upon the termination of,
or the expiration of, the term of said office lease, in good
condition, ordinary wear and tear excepted.
6. LIMITATIONS: It is further agreed that the Landlord shall
not be called upon for any future expenditures on the demised
premises during the term of said lease except as specifically
provided in said office lease.
B. Space Design: Landlord will provide, at no cost to Tenant,
preliminary space planning and working drawing reflecting
Tenant's building standard requirements. Tenant will be
responsible for all architectural, mechanical and electrical
engineering costs associated with Tenant's requirements
which exceed or differ from building standard. Landlord
will coordinate at no cost to the Tenant, the construction
of Tenant's space with Landlord's contractor.
C. Landlord shall advise Tenant, upon the execution of this
Lease, of the estimated costs of any items required by
Tenant beyond the limitations set forth above and the Tenant
agrees to pay the Landlord 50% of the estimated costs upon
the execution of said office lease. Landlord hereby
acknowledges receipt of Tenant's share of such estimated
costs in the sum of $-0-. Landlord may, within sixty days
after Tenant's occupancy of the Demised Premises, render a
final itemized statement to the Tenant and a xxxx for the
balance of amounts due. Tenant agrees to pay in full, the
balance of any such additional costs to the Landlord within
thirty days of receipt of Landlord's xxxx and statement. In
the event Tenant fails to pay the amount so billed within
said thirty day period, Tenant agrees to pay any and all
costs, including reasonable attorney's fees, incurred in
collection of same or at Landlord's election, Tenant's
failure to pay shall be deemed a breach of said lease and
shall be grounds of termination thereof or such other
remedies as may be available to Landlord under or by Law.
14
D. It is specifically understood that the Landlord does not
provide interior decorating services and all of such work
shall be performed by others for the Tenant at the Tenant's
sole costs and expense. All of Tenant's plan shall be
submitted in accordance with the provisions of this
Paragraph 37 and shall be deemed authorization by Tenant for
Landlord to proceed with that portion of the work shown in
Tenant plans which is to be performed by the Landlord in
accordance with this Paragraph 37.
36. INDEMNIFICATION:
A. TENANT'S INDEMNIFICATION OF LANDLORD. Tenant shall neither hold
nor attempt to hold Landlord, its employees or agents liable for
and Tenant shall defend, indemnify and hold Landlord, its
employees and agents harmless from and against any and all
claims, demands, causes of action, damages, liabilities,
judgments, and reasonable attorney fees arising from: (i) any
injury to or death of or damage to any person or property
sustained or incurring in, on or about the premises, unless due
to the gross negligence of Landlord, its agents or employees;
(ii) any act, omission or negligence of its concessionaires,
licenses, customers, invitees or guests; and (iii) any breach or
default in the performance or observance of any obligation on
Tenant's part to be performed or observed under this Lease. In
the event any action or proceeding is brought against Landlord,
its employees or agents by reason of any such claim, Tenant, upon
notice from Landlord, shall defend such action or proceeding at
Tenant's expense by counsel reasonably satisfactory to Landlord
(but Landlord shall accept counsel provided by Tenant's insurance
company defending such a claim).
B. LANDLORD'S INDEMNIFICATION OF TENANT. Landlord shall neither
hold nor attempt to hold Tenant, its employees or agents liable
for and Landlord shall defend, indemnify and hold Tenant, its
employees and agents harmless from and against any and all
claims, demands, causes of action, damages, liabilities,
judgments, and expenses and reasonable attorney fees arising from
the gross negligent acts or omissions of the Landlord, its agents
or employees with respect to: (i) any injury to or death of or
damage to any person or property sustained or occurring in, on or
about the common areas; (ii) any activity, work or thing done,
permitted or suffered by Landlord in, on or about the common
areas; and (iii) any breach or default in the performance or
observance of
15
any obligation on Landlord's part to be performed or observed
under this Lease. In the event any action or proceeding is
brought against Tenant, its employees or agents by reason of any
such claim, Landlord, upon notice from Tenant, shall defend such
action or proceeding at Landlord's expense by counsel reasonably
satisfactory to Tenant (but Tenant shall accept counsel provided
by Landlord's insurance company defending such a claim). The
foregoing indemnity agreement shall not apply to damage or injury
caused by the negligence or intentional acts of Tenants, its
agents or employees and Landlord shall not be liable for any such
damage or injury.
C. In the event Tenant has a right to indemnification from Landlord,
Tenant shall only be entitled to obtain compensation from the
proceeds of the building in which the Demised Premises are
located and except as set forth herein shall have no right to
proceed against the Landlord or any of the partners of the
Landlord.
37. PERSONAL PROPERTY TAXES. Tenant shall pay, before delinquent,
all taxes and charges levied, assessed, or imposed on Tenant's fixtures,
equipment and all other personal property in and on the Demised Premises,
whether or not affixed to the Real Property. Failure by Tenant to comply
with this paragraph shall be, at Landlord's option, a breach of this Lease.
38. REPLACEMENT LEASE. Upon request of Landlord or any mortgage
holder, Tenant shall agree to execute an identical Lease in replacement of
the then existing Lease between Tenant and Landlord in form for recording.
In the event of enforcement by the Beneficiary of the Deed of Trust or
the Trustee of the Deed of Trust (either shall be hereafter referred to
herein as "successor in interest") of their remedies provided for under the
Deed of Trust which is secured by this real property or by law, the Tenant,
upon request of any successor in interest as a result of such enforcement,
shall automatically become the tenant of said successor in interest,
without change in the terms or other provisions of this Lease; provided,
however, that said successor in interest shall not be bound by or liable
for (i) any payment of rent or additional rent for more than one (1) month
in advance, except prepayments in the nature of security of the performance
by Tenant of its obligations
under this Lease provided the successor in interest has received such
security deposit from Landlord, (ii) any claim, offset or defense that had
previously accrued to Tenant against Landlord, or (iii) any amendment of
the Lease made without the consent of the successor in interest. Upon
request by the successor in interest, Tenant shall execute and deliver an
agreement confirming this attornment.
39. TENANT FINISH. Tenant has elected to have abatement of four (4)
months rent in leu of carpet, paint and tenant finish.
40. SIGNAGE. Tenant may place name on monument sign with prior
review and approval from Landlord.
41. CANCELLATION. Tenant or Landlord may cancel this lease, in
writing on or before October 1, 1994.
Notwithstanding any provisions to the contrary herein set forth,
unless this indenture of lease is executed by the Tenant hereinabove named
and returned to XXXXX REALTY, INC. on or before the 25TH day of SEPTEMBER,
1994, then this indenture of lease shall be null and void and have no
binding effect.
EXECUTED this 21ST day of SEPTEMBER, 1994.
GOLDEN HILL PARTNERSHIP
By /s/ XXXXXX XXXXX
---------------------------------
Landlord Agent
By /s/ XXXXXX X. XXXX
---------------------------------
Tenant
17
RULES AND REGULATIONS
(1) The sidewalks, entries, passages, stairways shall not be
obstructed by the Tenant, or the agents, or used by them for any purpose
other than ingress and egress to and from their offices.
(2) a. Furniture, equipment or supplies shall be moved in or out of
the building only during such hours and in such manner as may be prescribed
by the Landlord.
b. No safe or article, the weight of which may constitute a
hazard to the building or the equipment, shall be moved into the premises.
c. Safes and other equipment, the weight of which is not
excessive shall be moved into, from or about the building only during such
hours and in such manner as shall be prescribed by the Landlord, and the
Landlord shall have the right to designate the location of such articles in
the space hereby demised.
(3) The name of the Tenant shall not be placed upon any part of the
premises except upon the hall suite sign of the demised premises and then
only by such sign writers and of such size, form and color, as shall be
first specified by the Landlord.
(4) Water closets and other water fixtures shall not be used for any
purpose other than that for which the same are intended, and any damage
resulting to the same from misuse on the part of the Tenant, its agents or
employees, shall be paid for by the Tenant. No person shall waste water by
tying back or wedging the faucets, or in any other manner.
(5) No animals shall be allowed in the offices, halls or corridors in
the building.
(6) Bicycles or other vehicles shall not be permitted in the offices,
halls or corridors in the building, nor shall any obstruction of sidewalks
or entrances of the building be permitted.
(7) No person shall disturb the occupants of this or adjoining
buildings or premises by the use of any television, radio or musical
instrument or by the making of loud or improper noises.
(8) The Tenant shall not allow anything to be placed on the outside
window ledges of the building, nor shall anything be thrown by the Tenant,
its agents or employees, out of the windows or doors, or down the courts,
or skylights of the building.
18
(9) No additional lock or locks shall be placed by the Tenant on any
door in the building unless written consent of the Landlord shall first
have been obtained. A reasonable number of keys to the demised premises
and to the toilet rooms will be furnished by the Landlord, and neither the
Tenant, the agents or employees, shall have any duplicate key made. At the
termination of this tenancy, the Tenant shall promptly return to the
Landlord all keys to offices, toilet rooms or vaults.
(10) No awnings shall be placed over the windows except by the written
consent of the Landlord.
(11) The Tenant, before closing and leaving the demised premises at
any time, shall close all windows in order to avoid possible damage from
fire, storm, freezing or the elements.
(12) The use of oil, gas or inflammable liquids for heating, lighting
or any other purpose is expressly prohibited. Explosives or other articles
deemed extra hazardous shall not be brought into the building.
(13) The Tenant shall not xxxx upon, paint signs upon, cut drill into,
or in any way deface the walls, ceiling, partitions or floors of the
demised premises or of the building, and any defacement, damage or injury
caused by the Tenant, its agents or employees, shall be paid for by the
Tenant.
(14) The Landlord shall at all times have the right, by its officers
or agents, to enter the demised premises to inspect and examine the same
and to show the same to persons wishing to lease, purchase or mortgage.
(15) The Landlord reserves the right to make such other and further
reasonable rules and regulations as in its judgment may from time to time
be needful and desirable for the safety, care and cleanliness of the
premises and for the preservation of good order therein.
(16) Tenant agrees to furnish at its cost and use chair pads under all
chairs and stools in the carpeted areas of the building throughout the term
of this lease unless the prior written consent of Landlord is obtained.
Attachment
19
