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Exhibit 6.11(b)
FIRST AMENDMENT TO LEASE
This FIRST AMENDMENT TO LEASE is made and entered into this 7th day of February,
1997, by and between INDELA CAMELSQUARE LIMITED LIABILITY COMPANY, an Arizona
limited liability company, hereinafter referred to as "Landlord", and
XXXXXXXX.XXX INC., an Arizona corporation, hereinafter referred to as "Tenant".
WHEREAS, Landlord leased certain premises to Tenant in the CamelSquare Complex,
in the City of Phoenix, County of Maricopa, State of Arizona, pursuant to that
certain Office Lease dated the 28th day of November, 1995, hereinafter referred
to as the "Lease", the premises being more particularly described therein; and
WHEREAS, Landlord and Tenant wish to amend said Lease:
THEREFORE, in consideration for these present and the agreement of each other,
Landlord and Tenant agree that the said Lease shall be and the same is hereby
amended as of the 7th day of February, 1997, as follows, but the language
contained herein shall prevail if in conflict with any previous language.
1. TERM: The term of the First Amendment to Lease is for three (3)
years, commencing on March 1, 1997 and terminating on February 28, 2000.
2. LEASED PREMISES: The leased premises shall consist of the following:
A. Suite K192, as per the lease dated November 28, 1995;
containing approximately 1440 rentable square feet, as shown on the
attached Exhibit "A" and
B. Expansion Premises (formerly a part of Suite K195),
containing approximately 856 rentable square feet, as shown on the
attached Exhibit "A".
Therefore the entire leased (which shall be continued to
be called Suite K192) consists of approximately 2,296 rentable square
feet.
3. BASE RENT: Tenant agrees to pay as the monthly base rental the
following:
03/01/97 - 02/28/98 - $ 3,137.87 per month, plus applicable
rental sales tax.
03/01/98 - 02/28/99 - $ 3,233.53 per month, plus applicable
rental sales tax.
03/01/99 - 02/28/00 - $ 3,329.20 per month, plus applicable
rental sales tax.
for each and every month of the lease, payable in advance, without
offset or deduction, on the first day of each month commencing on March
1, 1997.
Any occupancy of the Expansion Premises by the Tenant prior to March 1,
1997 shall be pro-rated on a daily basis. If occupancy of the Expansion
Premises is after March 1, 1997, the rent for the Expansion Premises for
March shall be pro-rated on a daily basis.
First Amendment to Lease
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4. JANITORIAL SERVICES: The Landlord shall not provide janitorial
services to the leased premises. The Tenant shall not receive any credit
or allowance for the Landlord not providing janitorial service to the
leased premises.
5. SECURITY DEPOSIT: The Landlord presently retains a security deposit
of One Thousand Nine Hundred dollars and no cents ($1,900.00) for Suite
K192. The Tenant shall now also pay to the Landlord the amount of One
Thousand Two Hundred dollars and no cents ($1,200.00) for an additional
security deposit due to the Tenant expanding their leased premises.
Therefore the total security deposit for Suite K192 shall be Three
Thousand One Hundred dollars and no cents ($3,100.00).
6. TENANT IMPROVEMENTS: The Landlord agrees to perform certain Tenant
improvements in the leased premises at the Landlord's sole expense.
These Tenant improvements are specified and shown on the attached
Exhibit "B" - Tenant Improvements. Other than noted in Exhibit "B", the
Tenant accepts the premises in "as-is" condition.
7. COVERED PARKING: Per the lease dated November 28, 1995, the Tenant
received one (1) free covered, reserved parking space for Suite K192.
Due to the Tenant's expansion, the Tenant shall now receive a total of
two (2) free, covered reserved parking spaces through out the term of
the lease at no charge. The Landlord reserves the right to designate the
location of said parking spaces.
8. OPERATING COSTS: The Tenant shall receive a 1997 Base Year in
determining the Tenant's responsibilities regarding the payment of
operating costs. The Tenant shall not be responsible for paying any
operating costs from March 1, 1997 through February 28, 1998.
In the lease dated November 28, 1995, Article 6.2 (Operating Expenses)
was deleted. This Article 6.2 (Operating Expenses) is hereby inserted
into the lease and is attached as Exhibit "C".
9. RIGHT OF REFUSAL: Provided that Tenant is not in default of any of
the terms and conditions herein contained, Landlord and Tenant hereby
and herewith agree that Landlord shall not lease to any other Tenant
that office space comprising approximately 921 rentable square feet
(Suite K195) and located as indicated on the attached Exhibit "A"
without first notifying Tenant of Landlord's intention to lease said
space.
If Tenant upon receipt of said notification desires to lease that space
indicated on Exhibit "A", Landlord shall agree to lease that space to
Tenant under those terms and conditions applicable to other expanding
Tenants at CamelSquare (exclusive of below ground space).
First Amendment to Lease
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In order to exercise said right of first refusal, Tenant must notify
Landlord of its intention to do so in writing within three (3) working
days of Tenant's receipt of intention to lease said space.
Tenant shall then commence rent payment on such space upon substantial
completion of construction, Tenant's occupancy of such space or thirty
(30) days after notifying Landlord of Tenant's intention to lease such
space, whichever shall first occur.
In the event that Tenant declines to lease said office space after
notification under this provision, then Tenant shall have no further
rights to said space.
10. OTHER: All other terms and conditions of Lease, as amended, remain
in full force and effect.
IN WITNESS HEREOF, Landlord and Tenant have executed this instrument by proper
persons thereunto authorized so to do on the day and year first hereinabove
written.
TENANT: LANDLORD:
XXXXXXXX.XXX INC., INDELA CAMELSQUARE LIMITED LIABILITY
an Arizona corporation COMPANY, an Arizona limited liability
company
By: /s/ Xxxxxxx X. Northern by Xxx Xxxxxxx - Member
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Printed Name: Xxxxxxx X. Northern By: /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx
Its: President
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This lease proposal shall not be treated as an offer but merely as a proposal
for review purposes. This proposal shall not be valid or binding unless and
until accepted by Landlord in writing and fully executed copy delivered to both
parties hereto. This proposal is subject to withdrawal or modification by
Landlord at any time. Landlord reserves the right to offer premises
simultaneously to other third parties. Therefore, the premises may be subject to
prior leasing.
First Amendment to Lease
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EXHIBIT "A"
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EXHIBIT "B"
TENANT IMPROVEMENTS
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EXHIBIT "C"
6.2 Operating Expenses. Tenant shall pay to Landlord, as Additional
Rent, Tenant's share of Operating Expenses as follows:
(a) Definition. "Operating Expenses" shall include all
expenses and costs of every kind and nature which
Landlord shall pay or become obligated to pay because of
or in connection with the ownership and operation of the
Project and surrounding property and support facilities,
including, without limitation: (i) all Impositions; (ii)
premiums for insurance maintained by Landlord; (iii)
wages, salaries and related expenses and benefits of all
on site and off site employees and contractors engaged
in operation, maintenance and security; (iv) all
supplies, materials and equipment rental use in
operations; (v) all maintenance and repair, janitorial,
security and service costs; (vi) management cost; (vii)
legal and accounting expenses, including the cost of
audits by certified public accountants; (viii) repairs,
replacements and general maintenance (excluding those
paid for by proceeds of insurance or other parties and
alterations attributable solely to Tenants of the
project other than Tenant); (ix) all maintenance and
repair costs, including sidewalks, landscaping, service
area, mechanical rooms, Garage and other parking area,
building exteriors and driveways; (x) amortization of
capital improvements to the extent such capital
improvements reduce other Operating Expenses or to the
extent that they are required by governmental
authorities; (xi) all other operating, management and
other expenses incurred by Landlord in connection with
operation of the Project; (xii) all charges for heat,
water, gas, electricity and other utilities used or
consumed in the Project and surrounding lots, entrance
ways, sidewalks, etc.; and (xiii) transportation
services.
(b) Proration. Any Operating Expenses attributable to a
period which falls only partially within the Term shall
be prorated.
(c) Survival. Any sum payable by Tenant which would not
otherwise be due until after the date of the termination
of this Lease shall, if the exact amount is uncertain at
the time that this Lease terminates, be paid by Tenant
to Landlord upon such termination in an amount to be
determined by Landlord, with an adjustment to be made
once the exact amount is known.
(d) Estimated Payment. Prior to the commencement of each
Lease Year, Landlord shall estimate the Additional Rent
payable by Tenant pursuant to this provision. Tenant
shall pay to Landlord on the first of each month, in
advance, one twelfth (1/12) of what Landlord estimates
to be Tenant's Share of Operating Expenses. At the end
of each Lease Year there shall be an adjustment made to
account for any difference between the actual and the
estimated Operating Expenses for the previous year. If
Tenant has
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overpaid the amount of Additional Rent owing pursuant to
this provision, Landlord shall credit Tenant the amount
of such overpayment in determining Tenant's estimated
payments for the following Lease Year of the Term,
Landlord shall refund such overpayment to Tenant within
thirty (30) days after the end of the Lease Year. If
Tenant has underpaid the amount of Additional Rent owing
pursuant to this provision, Tenant shall pay the amount
of such underpayment to Landlord, as Additional Rent,
within ten (10) days after billing. In no event shall
Tenant's Base Rent be less than the Base Rent specified
herein.
(e) Adjustment. Notwithstanding any provision herein to the
contrary, in the event the Project is not fully occupied
during any year of the Term, an adjustment shall be made
in computing Operating Expenses for such year so that
the same shall be computed for such year as though the
Project had been fully occupied during such year;
provided, however, that in no event shall Landlord
retain more than the actual Operating Expenses for the
Project after the amount is determined and settled with
Tenants of the Project. Tenant's Share of Operating
Expenses: A fraction, the numerator of which is the
Rentable Square Feet of the Premises, and the
denominator of which is the actual (295,013 sq. ft.)
Rentable Square Feet of the Project. The Rental Square
Feet of Project is approximate and may be subject to
inaccuracy. No amount payable hereunder shall be
adjusted notwithstanding any increase or decrease in the
actual rentable square footage for that set forth
herein.
(f) Calendar Year. The Operating costs shall be determined
for each calendar year. If the Operating Costs for any
calendar year exceed the Base Operating Cost, Tenant's
rent for said calendar year shall be increased by an
amount equal to Tenant's Share of such excess which
increased rental for such calendar year Tenant agrees to
pay to Landlord in accordance with the statements
rendered. Each calendar year Landlord may elect to
require that the rental be adjusted for that year
effective January 1 on the basis of Landlord's estimates
of increases and decreases in Operating Costs, which
adjusted rental Tenant agrees to pay in accordance with
the statements rendered. A final adjustment of the
rental for each calendar year shall be made the
following year based upon the final Operating Costs,
determined as herein provided and examined by Landlord's
regularly employed accountants. Appropriate fair
adjustments shall be made for costs which vary with
occupancy and where Tenants pay costs that in other
leases are paid by Landlord. In no event, however, shall
Tenant's rent be less than the Base Rent specified
above.
(g) Real Estate Taxes. Tenant hereby agrees to pay, as
additional rent, Tenant's Share of any Real and Personal
Property taxes assessed or levied for any tax year (the
"Tax Year") or portion thereof occurring during the term
of this Lease in excess of the Base Taxes. If the Real
and Personal
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Property taxes for any Tax Year are lower than the Base
Taxes, Tenant shall not be entitled to any refund
whatsoever. After Landlord has received the tax xxxx(s)
for each Tax Year, Landlord shall furnish Tenant with a
written statement of the amount due as Tenant's
Proportionate share of Real and Personal Property taxes
in excess of the Base Taxes, and within thirty (30) days
of the date of such statement, Tenant shall pay the
amount due in one lump sum. Alternatively, Landlord
shall have the right to estimate Tenant's Proportionate
share of Real and Personal Property taxes in excess of
the Base Taxes, which sums Tenant agrees to pay in
accordance with the statements rendered, in which event
a final annual adjustment shall be made based upon the
Real and Personal Property taxes actually assessed or
levied, the failure of Landlord to send Tenant any such
statement shall not constitute a waiver by Landlord of
its right to require Tenant to pay its Proportionate
Share of such excess. Any fractional Tax Year in the
first or final year of the Lease term shall be treated
proportionately on a 360-day year basis.
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