EXHIBIT 10.1
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BUSINESS LEASE AGREEMENT
THIS LEASE AGREEMENT made and entered into this 20th day of April 2006, by and
between GMT 19, LLC, hereinafter referred to as Landlord, and 3SI, Inc.
hereinafter referred to as Tenant.
WITNESSETH:
The Landlord does hereby lease to the Tenant and the Tenant does hereby take and
hire from the Landlord, the following described real property situated in the
County of El Paso, and State of Colorado, to-wit:
Suite #100
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, XX. 00000
(herein after referred to as the Leased Premises)
upon the following expressed terms and conditions, to-wit:
1. The term of this lease shall commence on the 1st day of May 2006, and shall
continue for a Three year (36 month) period ending the last day of April, 2009.
2. The Tenant agrees to pay the Landlord as rent for the Leased Premises the
total sum of ($86,372.52) Eighty-Six Thousand Three Hundred Seventy-Two Dollars
and Fifty-Two Cents, which sum of money shall be payable in the following
manner:
DUE AND PAYABLE UPON THE FIRST DAY OF EACH AND EVERY MONTH AT A RATE OF
$2,000.00 May 1, 2006 - Feb. 28, 2007, DUE AND PAYABLE UPON THE FIRST DAY OF
EACH AND EVERY MONTH AT A RATE OF $2,450.00 Mar. 1, 2007 - Apr. 30, 2007, DUE
AND PAYABLE UPON THE FIRST DAY OF EACH AND EVERY MONTH AT A RATE OF $2,523.50
May 1, 2007 - Apr. 30, 2008, DUE AND PAYABLE UPON THE FIRST DAY OF EACH AND
EVERY MONTH AT A RATE OF $2,599.21 May 1, 2008 - Apr. 30, 2009.
3. The Tenant expressly covenants and agrees to use the Leased Premises for the
following purpose: General Office and for no other purpose whatsoever without
the prior written consent of the Landlord to such change in use of the Leased
Premises.
4. This lease may not be assigned or the Leased Premises sublet during the term
of this lease without the prior written consent of the Landlord to such
assignment or subletting; provided, however, that consent to assignment of this
lease or subletting of the Leased Premises shall not be unreasonably withheld by
the Landlord if such assignment shall be to a financially responsible assignee,
and provided, further, that the assignee shall, in consideration of such
consent, become personally responsible for the performance of this lease and no
assignment hereof shall relieve the original Tenant of personal responsibility
herein.
5. The Landlord shall pay all property taxes for the Leased Premises during the
term of this lease, and the Tenant shall pay all personal property taxes
accruing during the term of this lease for personal property owned by the Tenant
and kept on the Leased Premises.
6. All utilities used on the Leased Premises during the term of this lease shall
be paid for by the Landlord.
7. The Landlord agrees to carry sufficient fire and extended coverage insurance
on the Leased Premises during the term of this lease to cover the cost of
rebuilding or repairing the Leased Premises in the event of total or partial
destruction thereof. The Tenant agrees to carry and maintain public liability
insurance for the Leased Premises in such amount and with such company as the
Landlord and Tenant may agree upon during the term of this lease.
8. The Landlord shall be responsible for the exterior maintenance of the Leased
Premises during the term of this lease. All maintenance, repairs, alterations or
additions to the interior of the premises shall be made by the Tenant; provided,
however, that all replacements or major repairs to the plumbing, heating, or
electrical systems on the Leased Premises, which are not necessitated by the
negligence of the Tenant, shall be paid for by the Landlord.
9. The Landlord may enter upon and inspect the Lease Premises at all reasonable
times during the term hereof.
10. All improvements placed upon the Leased Premises of a permanent nature by
the Tenant shall be and become the property of the Landlord at the expiration of
this lease, and the Landlord shall be under no obligation to reimburse the
Tenant for any sums of money so expended in making permanent improvements on the
Leased Premises; provided, however, that at the expiration of the term of this
lease the Tenant shall be entitled to remove the following items installed, or
to be installed on the premises by the Tenant and the provision of this
paragraph shall not be construed to prevent the removal of said items, to-wit:
11. Should the Leased Premises be destroyed or rendered uninhabitable through no
act or fault of the Tenant, either by fire, act of God, or otherwise, then this
Lease may be forthwith terminated by the Tenant, at his option, unless the
Landlord, at his own expense, shall reconstruct said premises and render it
suitable for the Tenant's business within a period of ninety (90) days, it being
understood by the parties hereto that the rentals shall be suspended during the
period of time when said premises are rendered uninhabitable and unusable for
the Tenant's business.
12. The Tenant promises and agrees that if default be made in the payment of
rents or in the performance of any other conditions of this lease, that this
lease may be forthwith terminated at the election of the Landlord and that the
tenant will immediately surrender and deliver up possession of the Leased
Premises to the Landlord upon receiving written notice from the Landlord of the
breach of conditions of this lease and the election of the Landlord to so
terminate the lease. In the event of such default by Tenant, then the Landlord,
besides other rights or remedies he may have, shall have the immediate right of
re-entry and the right to remove all persons and property from the Leased
Premises at the expense of the Tenant. Should the Landlord elect to re-enter, as
herein provided, or should he take possession pursuant to legal proceedings or
pursuant to any notice provided for by law, he may either terminate this lease,
or he may, from time to time, without terminating this lease, re-let or re-
lease the Leased Premises or any part thereof for such amount or rental and upon
such terms and conditions as the Landlord, in his sole discretion and judgment,
may deem advisable, and he may make such alterations, improvements and repairs
to the Leased Premises as he may
deem advisable. No such re-letting or re-leasing of the Leased Premises by the
Landlord, under the circumstances set forth in this paragraph shall be construed
as an election on the Landlord's part to terminate or cancel this lease, unless
a forth in this paragraph, shall be construed as an election on the Landlord's
part to terminate or cancel this lease, unless a written notice of such
termination or cancellation is mailed by the Landlord to the Tenant at the
address of the Leased Premises, nor shall such re-letting or re-leasing relieve
the Tenant from liability to the Landlord for any and all damages, of whatsoever
type or nature, which the Landlord may have or will suffer or incur as a result
of the Tenant's breach of any of the terms, covenants, provisions and conditions
herein contained. Notwithstanding any such re-letting or re-leasing without
termination of this lease by the Landlord, the Landlord may at any time
thereafter elect to terminate the lease for such previous breach of the Tenant.
In the event it should become necessary for the Landlord to employ an attorney
to enforce any of the provisions hereof, or to enforce any of them in legal
proceedings, Landlord shall be entitled to recover of Tenant his costs in such
behalf expended plus reasonable attorney's fee.
13. In the event this lease is terminated by reason of the default of Tenant, it
is understood and agreed that the Landlord shall be entitled to retain any
advance rental deposit herein made, to partially compensate Landlord for damage
suffered by reason of such default. Nothing herein contained shall be construed,
however, as precluding the Landlord from recovering from Tenant as provided in
paragraph 12 hereof.
14. Upon expiration of the term of this lease, or any extension thereof, the
Tenant agrees to surrender and deliver up possession of the Leased Premises to
the Landlord in as good condition and repairs as the same are at this time,
ordinary wear and tear excepted. In the event the Leased Premises shall be
damaged beyond reasonable wear and tear, the Tenant agrees to immediately pay
the Landlord such sum of money as shall be reasonable expended by the Landlord
in restoring the Leased Premises to its former condition.
15. Should the Tenant continue in possession of the Leased Premises after the
expiration of this lease, without a written extension or renewal thereof, such
possession shall be on a month to month basis only and then at a monthly rate of
$2,860.00 per month for a maximum of six months.
16. The failure of Landlord to insist, in any one or more instances, upon a
strict performance of any of the obligations, covenants or agreements herein
contained, or the failure of Landlord in any one or more instances to exercise
any option, privilege or right herein contained, shall in no wise be construed
to constitute a waiver, relinquishment or release of such obligations, covenants
or agreements, and no forbearance by the Landlord of any default hereunder shall
in any manner be construed as constituting a waiver of such default.
17. If the Tenant shall be declared insolvent or bankrupt, of if any assignment
of his property shall be made for the benefit of his creditors others, or the
Tenant's leasehold interest herein shall be levied upon under execution, or
taken by virtue of any writ of any court of Law, or if a Trustee in Bankruptcy
or a receiver is appointed for the property of the Tenant, then and upon the
happening of any one of these events, the Landlord may, at his option,
immediately, with or without notice, terminate and cancel this lease, and
immediately retake possession of the Leased Premises without thereby occasioning
any forfeiture of the obligations of the Tenant previously accrued under this
lease.
18. In the event all or any part of the Leased Premises shall be taken by right
of eminent domain, or in the event the Landlord makes a conveyance of all or any
part of the Leased Premises in lieu of taking by right of eminent domain this
lease shall, at the option of the Landlord, cease and terminate. In such event,
the Tenant shall not be required to make any further rental payments to the
Landlord and the Tenant shall have the right to remove from the Leased Premises
any and all furniture, machinery and fixtures set forth in Paragraph 10 hereof.
In such event of a taking of all or part of the Leased Premises by right of
eminent domain or a conveyance in lieu of such taking, the Landlord shall
receive the entire award or price which the condemning or taking governmental
authority will pay for the Leased Premises.
19. A security deposit of $0.00 dollars shall be due and payable upon signing of
the lease. Upon termination of this lease this security deposit shall be
refundable within thirty (30) days of the termination date, if Leased Premises
are returned in good condition.
20. As part consideration for the covenants of the Landlord the Tenant agrees to
pay the Landlord a fixed sum of money; however, Landlord does grant to Tenant
the privilege to pay the fixed sum in monthly installments so long as the
payments are received by Landlord on or before the FIRST DAY OF EACH and every
month when rent is due with TIME BEING OF THE ESSENCE. In the event, Tenant
defaults in any provision of this agreement, Landlord may accelerate the entire
balance due under the lease. In the event the monthly installment provided for
herein is not received by Landlord by the FIFTH (5th) day of each month, a late
charge equal to one percent (1%) of the monthly rental amount shall be due and
payable to Landlord for each day of delinquency beginning on the first (1st) day
of each month. If rent is mailed, Tenant is responsible for loss or mail delay.
21. Tenant shall not make or cause to be made any alterations, additions or
improvements or install or cause to be installed any trade fixture, signs, floor
covering, interior or exterior lighting, plumbing fixtures, shades or awnings or
make any changes to the premises without first obtaining Landlord's written
approval and consent. Tenant shall present to the Landlord plans and
specifications for such work at the time approval is sought.
22. Tenant acknowledges that no smoking is permitted in this building, and that
the building provides no parking.
23. Tenant covenants to conform to all laws, orders, rules and regulations of
the federal, state and municipal governments, and any of their departments, and
regulations of inspection and rating bureaus applicable to the leased premises.
Tenant agrees to abide by the rules and regulations of the building, and
covenants to be bound by such further rules and regulations as may be made from
time to time by Landlord during the term of this lease. Any failure on the part
of the Tenant to comply with any of said rules and regulations now or hereafter
in existence shall, at Landlord's option, constitute a default under this
agreement.
24. The rights of the Landlord under this agreement shall be cumulative. The
failure on the part of the Landlord to exercise promptly any or its rights or
insist upon the prompt payment of any moneys when due shall not operate to
forfeit or waive any of Landlord's rights, unless the waiver is in writing and
signed by the Landlord.
25. Rents are to be paid without deduction or setoff.
26. Tenant agrees that it will subordinate its rights hereunder to the lien of
any Trust deed, ground lease or any other method of financing or refinancing now
or hereafter placed against the land and/or any of the buildings now or
hereafter built or to be built. This paragraph shall be
self-operative and no further instrument of subordination shall be required.
Tenant further agrees that it will enter into and execute all documents which
any lender or any ground lessor may request including but not limited to a
subordination agreement and lease status.
Landlord covenants that upon payment of the rent herein provided and the
performance by the Tenant of all covenants herein, Tenant shall have and hold
the premises free from any interference form the Landlord, subject to the terms
of this Lease any mortgage, deed of trust or other security instrument placed
upon the property by Landlord.
27. Tenant shall, in the event any proceedings are brought for the sale or
foreclosure of, or in the event of exercise of the power of sale under any
Encumbrance made by the Landlord covering the Leased Premises, attorn to the
purchaser and recognize such successor as the Landlord under this lease.
28. Tenant agrees that it will not install any equipment which will exceed or
overload the capacity of any utility facilities and that if any equipment
installed by Tenant shall require additional utility facilities, the same shall
be installed at Tenant's expense in accordance with plans and specifications to
be approved in writing by Landlord. Tenant shall also pay the costs of any
additional conduit capacity, wiring or any other extra installation not on the
Leased Premises required by reason of Tenant's particular requirements. Tenant
shall also pay any insurance premium increase as a result of this work.
29. No diminution or abatement of rent shall be claimed or allowed for
inconvenience or discomfort arising from the making of repairs or improvements
to the building or its appliances not for any space taken to comply with the
law, ordinance or order of a governmental authority.
In respect to various "services", if any, expressly or implied agreed to be
furnished by the Landlord to the Tenant, it is agreed that there shall be no
diminution or abatement of rent for interruption or curtailment of such
"services" when such interruption or curtailment shall be due to accident,
alterations or repairs desirable or necessary to be made, or for inability or
difficulty in securing supplies or labor for such "services" or to some other
cause not constituting gross negligence on the part of the Landlord. No such
interruption or curtailment of any such "services" shall be deemed a
constructive eviction. The Landlord shall not be required to furnish and the
Tenant shall not be entitled to receive any of such "services" during any period
wherein the Tenant shall be in default in respect to the payment of rent. There
shall be no abatement or diminution of rent because of the making of repairs,
improvements or decorations to the Leased Premises after the commencement of
this lease.
30. Tenant agrees that it shall look solely to this property of the Landlord for
the collection of any judgment (or any other judicial process) requiring the
payment of money by landlord in the event of any breach by Landlord with respect
to any of the terms, covenants and conditions of this agreement to be observed
and/or performed by Landlord, and no other property or estates of the Landlord
shall be subject to levy, execution or other enforcement procedures for the
satisfaction of Tenant's remedies.
31. Landlord reserves the right to relocate Tenant, with 90-days notice, within
the same or adjacent building at any time at no cost to Tenant for the physical
move, packing, relocating of phones, new stationary, and wiring of the new
offices to include CAT 6 or equivalent, and power.
32. In the event any provision is held to be invalid, then only that provision
shall be deemed invalid and the remainder of the agreement shall remain valid
and enforceable.
33. This lease agreement is further subject to any and all special conditions
which are contained on this lease in the appropriate spaces provided thereof.
34. Wherever used herein, the singular shall include the plural, and the use of
any gender shall be applicable to all genders.
35. This lease shall bind and benefit alike the heirs, successors and assigns of
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their
seals on the day and year first above written.
3SI, Inc. GMT 19, LLC
By:s/Xxxx Xxxxx By: s/Xxxxxxx Xxxx
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Xxxx Xxxxx, President Xxxxxxx Xxxx, Manager
Tenant Address: Landlord Address:
00 X. Xxxxx Xx., Xxxxx 000 00 X. Xxxxx Xx., Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000 Xxxxxxxx Xxxxxxx, XX 00000
SPECIAL CONDITIONS
o Tenant shall have a three-year option to renew with the same increase
structure (3% per year).
o Tenant shall have 1st right of refusal on the following suites: Suite
103 and above Suite LL-Atrium for 9 months from lease start date.
o Landlord shall allow $2,000 total for tenant improvements, to include:
carpet as necessary, doors as necessary, repainting and blinds.
o Landlord responsible for power, (including 30 amp and additional power
outlets in individual rooms), HVAC requirements and tile for server
room, cubicle walls in Landlord's possession.
o Tenant solely responsible for internal computer connection to server
and telephone connections desired by Tenant.
