XXXX BUSINESS CENTER LEASE
1. BASIC LEASE TERMS
a. DATE OF LEASE: March 13, 1998
b. TENANT: GENISYS INFORMATION SYSTEMS, INC., a Colorado Corporation
Trade Name: same
Address (Leased Premises): 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Building/Unit: N301
Address (For Notices): same
c. LANDLORD: XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY, a
Massachusetts Corporation
Address (For Notices): 0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
with a copy to Asset Management Division, the Xxxx Company,
P.O. Box 1980, Newport Beach, CA 92660, or to such other place
as Landlord may from time to time designate by notice to
Tenant.
d. TENANT'S USE OF PREMISES: Software Consultants
e. PREMISES AREA: 2,644 Rentable Square Feet
f. PROJECT AREA: 343,130 Square Feet
g. TERM OF LEASE: Commencement: April 1, 1998
Expiration: March 31, 2001
Number of Months: 36
h. BASE MONTHLY RENT: $3,305.00
i. RENT ADJUSTMENT (Initial One):
(1) Cost of Living. If this provision is initialed, the cost of
living provisions of section 4.b(1) apply.
(2) Step Increase. If this provision is initialed, the step
adjustment provisions of Section 4.b(2) apply as follows:
Effective Date of
Rent Increase
------------------
October 1, 1999 $3,569.40
j. ANNUAL EXPENSE BASE
Expense Rate $ 5.95
Premises Area Square Feet x 2,664
Annual Expense Base $15,731.80
k. PREPAID RENT: $ N/A
l. SECURITY DEPOSIT: $ 3,305.00
NON-REFUNDABLE CLEANING FEE: $ 125.00
m. BROKER(S): The Xxxxxx Company - X. Xxxxxxx, X. Xxxxxxx, X.
Xxxxxx
The Everest Group - X. Xxxxxxxxx
n. GUARANTOR(S): N/A
o. ADDITIONAL SECTIONS
Additional sections of this lease numbered 29 through 32 are
attached hereto and made a part hereof. If none, so state in the
following space ---------------.
p. ADDITIONAL EXHIBITS
Additional exhibits lettered D through -------- are attached hereto
and made a part hereof. If none, so state in the following space --
----------.
2. TERM. The term of this lease is for the period set forth in Section 1,
commencing on the date in Section 1. If Landlord, for any reason, cannot
deliver possession of the Premises to Tenant upon commencement of the
term, this Lease shall not be void or voidable, nor shall Landlord be
liable to Tenant for any loss or damage resulting from such delay. In
that event, however, there shall be a rent abatement covering the period
between the commencement of the term and the time when Landlord delivers
possession to Tenant, and all other terms and conditions of this Lease
shall remain in full force and effect, provided, however, that if
Landlord cannot deliver possession of the Premises to Tenant, this Lease
shall be void. If a delay in possession is caused by Xxxxxx's failure to
perform any obligation in accordance with this Lease, the term shall
commence as set forth in Section 1 and there shall be no reduction of
rent between the commencement of the term and the time Tenant takes
possession.
3. RENT.
a. Base Rent. Tenant shall pay Landlord monthly base rent in the
initial amount in Section 1 which shall be payable monthly in
advance on the first day of each and every calendar month ("Base
Monthly Rent") provided, however, the first month's rent is due and
payable upon execution of this Lease. If the term of this Lease
contains any rental abatement period, Tenant hereby agrees that if
Tenant breaches the Lease and/or abandons the Premises before the
end of the Lease term, or if Xxxxxx's right to possession is
terminated by Landlord because of Tenant's breach of the Lease,
Landlord shall, at is option, (1) void the rental abatement period;
and (2) recover from Tenant, in addition to any damages due Landlord
under the terms and conditions of the Lease, rent prorated for the
entirety of the rental abatement period at a rental rate equivalent
to two (2) times the Base Monthly Rent.
For purposes of Section 467 of the Internal Revenue Code, the
parties to this Lease hereby agree to allocate the stated rents,
provided herein, to the periods which correspond to the actual rent
payments as provided under the terms and conditions of this
agreement.
b. Rent Adjustment.
Cost of Living Adjustment. If Section 1.i(1) is initialed, the Base
Monthly Rent shall be subject to increase on each annual anniversary
of the commencement of the term of this Lease. The Base for
computing the increase is the Consumer Price Index All Urban
Consumers U.S. City Average (1982-84=100), published by the United
States Department of Labor, Bureau of Labor Statistics ("Index"),
which is in effect on the ninetieth (90th) day preceding the date of
the commencement of the term ("Beginning Index"). The Index
published and in effect on the ninetieth (90th) day preceding each
anniversary of the commencement of the term of this Lease
("Extension Index") is to be used in determining the amount of the
increase from one year to the next. Beginning with the rent due on
and after the first anniversary the Base Monthly Rent shall be
increased to equal the product achieved by multiplying the full Base
Monthly Rent due with respect to the month immediately preceding
such anniversary date by a fraction. On the first anniversary of
the Commencement Date, the numerator of the fraction will be the
Extension Index and the denominator will be the Beginning Index. On
the second and any subsequent anniversaries of the Commencement
Date, the numerator of the fraction will be the current Extension
Index and the denominator will be the Extension Index used to
calculate the previous year's rental increase. If there is a
decline from one lease year to the next in the Extension Index, the
monthly rent due during the subsequent lease year shall equal the
monthly rent due during the then present lease year.
If the Index is changed so that the base year differs from that in
effect when the term commences, the Index shall be converted in
accordance with the conversion factor published by the United States
Department of Labor, Bureau of Labor Statistics. If the Index is
discontinued or revised during the term, such other government index
or computation with which it is replaced shall be used in order to
obtain substantially the same result as would be obtained if the
Index had not been discontinued or revised.
Step Increase. If Section 1.i(2) is initialed, Base Monthly Rent
shall be increased periodically to the amounts and at the times set
forth in Section 1.I(2).
Expenses. The purpose of this Section 4.c is to ensure that Tenant
bears a shares of all Expenses related to the use, maintenance,
ownership, repair or replacement, an insurance of the Project.
Accordingly, beginning on the date Tenant takes possession of the
Premises, Tenant shall pay to Landlord that portion of Tenant's
Share (as defined below) of Expenses related to the Project which is
in excess of the Annual Expense Base shown in Section 1.
c. Expenses Defined. The term "Expenses" shall mean all costs and
expenses of the ownership, operation, maintenance, repair or
replacement, and insurance of the Project, including without
limitation, the following costs:
(a) All supplies, materials, labor, equipment, and utilities used
in or related to the operation and maintenance of the Project;
(b) All maintenance, management, janitorial, legal, accounting,
insurance, and service agreement costs related to the Project;
(c) All maintenance, replacement and repair costs relating to the
areas within or around the Project, including, without
limitation, air conditioning systems, sidewalks, landscaping,
service areas, driveways, parking areas (including resurfacing
and restriping parking areas), walkways, building exteriors
(including painting), signs and directories, repairing and
replacing roofs, walls, etc. These costs may be included
either based on actual expenditures or the use of an accounting
reserve based on past cost experience for the Project.
(d) Real Property Taxes including all taxes, assessments (general
and special) and other impositions or charges which may be
taxed, charged, levied, assessed or imposed upon all or any
portion of or in relation to the Project or any portion
thereof, any leasehold estate in the Premises or measured by
rent from the Premises, including any increase caused by the
transfer, sale or encumbrance of the Project or any portion
thereof. "Real Property taxes" shall also include any form of
assessment, levy, penalty, charge or tax (other than estate,
inheritance, net income, or franchise taxes) imposed by any
authority having a direct or indirect power to tax or charge,
including, without limitation, any city, county, state, federal
or any improvement or other district, whether such tax is (1)
determined by the value of the Project or the rent or other
sums payable under this Lease; (2) upon or with respect to any
legal or equitable interest of Landlord in the Project or any
part thereof; (3) upon this transaction or any document to
which Tenant is a party creating a transfer in any interest in
the Project; (4) in lieu of or as a direct substitute in whole
or in part of or in addition to any real property taxes on the
Project; (5) based on any parking spaces or parking facilities
provided in the Project; or (6) in consideration for services,
such as police protection, fire protection, street, sidewalk
and roadway maintenance, refuse removal or other services that
may be provided by any governmental or quasi-governmental
agency from time to time which were formerly provided without
charge or with less charge to property owners or occupants.
4. PREPAID RENT. Upon the execution of this Lease, Tenant shall pay to
Landlord the prepaid rent set forth in Section 1, and if Tenant is not in
default of any provisions of this Lease, such prepaid rent shall be
applied toward the rent due for the last month of the term. Landlord's
obligations with respect to the prepaid rent are those of a debtor and
not of a trustee, and Landlord can commingle the prepaid rent with
Landlord's general funds. Landlord shall not be required to pay Tenant
interest on the prepaid rent. Landlord shall be entitled to immediately
endorse and cash Tenant's prepaid rent; however, endorsement and cashing
shall not constitute Landlord's acceptance of this Lease. In the event
Landlord does not accept this Lease, Landlord shall return said prepaid
rent.
5. USE OF PREMISES AND PROJECT FACILITIES. Tenant shall use the Premises
solely for the purposes set forth in Section 1 and for no other purpose
without obtaining the prior written consent of Landlord. Tenant
acknowledges that neither Landlord nor any agent of Landlord has made any
representation or warranty with respect to the Premises or with respect
to the suitability of the Premises or the Project for the conduct of
Tenant's business, nor has Landlord agreed to undertake any modification,
alteration or improvement to the Premises or the Project, except as
provided in writing in this Lease. Tenant acknowledges that Landlord may
from time to time, at its sole discretion, make such modifications,
alterations, deletions or improvements to the Project as Landlord may
deem necessary or desirable, without compensation or notice to Tenant.
Tenant shall promptly comply with all laws, ordinances, orders and
regulations affecting the Premises and the Project, including, without
limitation, any rules and regulations that may be attached to this Lease
and to any reasonable modifications to these rules and regulations as
Landlord may adopt from time to time. Tenant shall not do or permit
anything to be done in or about the Premises or bring or keep anything in
the Premises that will in any way increase the premiums paid by Landlord
on its insurance related to the Project or which will in any way increase
the premiums for fire or casualty insurance carried by other tenants in
the Project. Tenant will not perform any act or carry on any practices
that may injure the Premises or the Project; that may be a nuisance or
menace to other tenants in the Project; or that shall in any way
interfere with the quiet enjoyment of such other tenants. Tenant shall
not sue the Premises for sleeping, washing clothes, cooking or the
preparation, manufacture or mixing of anything that might emit any
objectionable odor, noises, vibrations or lights onto such other tenants.
If sound insulation is required to muffle noise produced by Tenant on the
Premises, tenant at its own cost shall provide all necessary insulation.
Tenant shall not do anything on the premises which will overload any
existing parking or service to the Premises. Pets and/or animals of any
type shall not be kept on the Premises.
6. EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE.
a. Emissions. Tenant shall not:
(1) Permit any vehicle on the premises to emit exhaust which is in
violation of any governmental law, rule, regulation or
requirement;
(2) Discharge, emit or permit to be discharged or emitted, any
liquid, solid or gaseous matter, or any combination thereof,
into the atmosphere, the ground or any body of water which
matter, as reasonable determined by Lessor or any governmental
entity, does, or may, pollute or contaminate the same, or is,
or may become, radioactive or does, or may, adversely affect
the (a) health or safety of persons, wherever located, whether
on the Premises or anywhere else, (b) condition, use or
enjoyment of the Premises or any other real or personal
property, whether on the Premises or anywhere else, or (c)
Premises or any of the improvements thereto or thereon
including buildings, foundations, pipes, utility lines,
landscaping or parking areas;
(3) Produce, or permit to be produced, any intense glare, light or
heat except within an enclosed or screened area and then only
in such manner that the glare, light or heat shall not be
discernible from outside the Premises;
(4) Create, or permit to be created, any sound pressure level which
will interfere with the quiet enjoyment of any real property
outside the Premises, or which will create a nuisance or
violate any governmental law, rule, regulation or requirement.
(5) Create, or permit to be created, any ground vibration that is
discernible outside the Premises;
(6) Transmit, receive or permit to be transmitted or received, any
electromagnetic, microwave or other radiation which is harmful
or hazardous to any person or property in, or about the
Premises, or anywhere else.
b. Storage and Use.
(1) Storage. Subject to the uses permitted and prohibited to
Tenant under this lease, Tenant shall store in appropriate leak
proof containers all solid, liquid or gaseous matter, or any
combination thereof, which matter, if discharged or permitted
into the atmosphere, the ground or any body of water, does nor
may (a) pollute or contaminate the same, or (b) adversely
affect the (i) health or safety of persons, whether on the
Premises or anywhere else, (ii) condition, use or enjoyment of
the Premises or any real or personal property, whether on the
Premises or anywhere else, or (iii) Premises or any of the
improvements thereto or thereon.
(2) Use. In addition, without Landlord's prior written consent,
Tenant shall not use, store or permit on the Premises any
solid, liquid, or gaseous matter which is, or may become
radioactive. If Landlord does give its consent, Tenant shall
store the materials in such a manner that no radioactivity will
be detectable outside a designated storage area.
c. Disposal of Waste.
(1) Refuse Disposal. Tenant shall not keep any trash, garbage,
waste or other refuse on the Premises except in sanitary
containers and shall regularly and frequently remove same from
the Premises. Tenant shall keep all incinerators, containers
or other equipment used for storage or disposal of such
materials in a clean and sanitary condition.
(2) Sewage Disposal. Tenant shall properly dispose of all sanitary
sewage and shall not use the sewage disposal system (a) for the
disposal of anything except sanitary sewage or (b) excess of
the lesser amount (i) reasonably contemplated by the uses
permitted under this Lease or (ii) permitted by any
governmental entity. Tenant shall keep the sewage disposal
system free of all obstructions and in good operating
condition.
(3) Disposal of Other Waste. Tenant shall properly dispose of all
other waste or other matter delivered to, stored upon, located
upon or within, use on, or removed from, the Premises in such a
manner that it does not, and will not, adversely affect the (a)
health or safety of persons, wherever located, whether on the
Premises or elsewhere (b) condition, use or enjoyment of the
Premises or any other real or personal property, wherever
located, whether on the Premises or anywhere else, or (c)
Premises or any of the improvements thereto or thereon
including buildings, foundations, pipes, utility lines,
landscaping or parking areas.
d. Information. Tenant shall provide Landlord with any and all
information regarding hazardous or toxic materials in the Premises,
including copies of all filings and reports to governmental entities
at the time they are originated, and any other information requested
by Landlord. In the event of any accident, spill or other incident
involving hazardous or toxic matter, Tenant shall immediately report
the same to Landlord and supply Landlord with all information and
reports with respect to the same. All information described herein
shall be provided to Landlord regardless of any claim by Tenant that
it is confidential or privileged.
e. Compliance with Law. Notwithstanding any other provision in this
Lease to the contrary, Tenant shall comply with all laws, statutes,
ordinances, regulations, rules and other governmental requirements
in complying with its obligations under this lease, and in
particular, relating to the storage, use and disposal of hazardous
or toxic matter.
f. Indemnification. Tenant shall defend, indemnify and hold Landlord
harmless from any loss, claim, liability or expense, including
attorneys' fees and costs, arising out of or in connection with its
failure to observe or comply with the provisions of this Lease.
7. SIGNAGE. All signing shall comply with rules and regulations set forth
by Landlord as may be modified from time to time. Current rules and
regulations relating to signs are described on Exhibit C. Tenant shall
place no window covering (e.g., shades, blinds, curtains, drapes,
screens, or tinting materials), stickers, signs, lettering, banners or
advertising or display material on or near exterior windows or doors if
such materials are visible from the exterior of the Premises, without
Landlord's prior written consent. Similarly, Tenant may not install any
alarm boxes, foil protection tape or other security equipment on the
Premises without Landlord's prior written consent. Any material
violating this provision may be destroyed by Landlord without
compensation to Tenant.
8. PERSONAL PROPERTY TAXES. Tenant shall pay before delinquency all taxes,
assessments, license fees and public charges levied, assessed or imposed
upon its business operations as well as upon all trade fixtures,
leasehold improvements, merchandise and other personal property in or
about the Premises.
9. PARKING. Landlord grants to Tenant and Tenant's customers, suppliers,
employees and invitees, a non-exclusive license to use the designated
parking areas in the Project for the use of motor vehicles during the
term of this Lease. Landlord reserves the right at any time to grant
similar non-exclusive use to other tenants, to promulgate rules and
regulations relating to the use of such parking areas, including
reasonable restrictions on parking by tenants and employees to designate
specific spaces for the use of any tenant, to make changes in the parking
layout from time to time, and to establish reasonable time limits on
parking. Overnight parking is prohibited and any vehicle violating this
or any other vehicle regulation adopted by Landlord is subject to removal
at the owner's expense.
10. UTILITIES. (Strike and initial clause which does not apply).
a. Office Space. Landlord shall provide, in the area shown on Exhibit
A hereto as office space, all heat, electricity, air conditioning
and gas, during the hours of 8:00 a.m. to 6:00 p.m. Monday through
Friday, except legal holidays, and water for restroom facilities, if
any. If Tenant uses water, electricity, heat or air conditioning in
excess of normal office use, Landlord may separately meter the
increased use and Tenant shall pay the increased cost directly to
the appropriate utility; or Landlord may, in its sole judgement,
measure or estimate the increased use and Tenant shall pay Landlord,
on demand, any increased costs so measured or estimated. In any
event, Tenant shall pay all telephone, waste removal and any other
services for which Tenant shall contract.
b. Industrial Space. Tenant shall pay for all water, gas, heat, light,
power, sewer, electricity, telephone or other service metered,
chargeable or provided to the Premises. Landlord reserves the right
to install separate meters for any such utility and to charge Tenant
for such installation.
11. ALTERATIONS. Tenant shall not make any alterations to the Premises, or
to the Project, including any changes to the existing landscaping,
without Landlord's prior written consent. If Landlord gives its consent
to such alterations, Landlord may post notices in accordance with the
laws of the state in which the premises are located. Any alterations
made shall remain on and be surrendered with the Premises upon expiration
or termination of this Lease, except that Landlord may, within 30 days
before or 30 days after expiration of the term, elect to require Tenant
to remove any alterations which Tenant may have made to the Premises. If
Landlord so elects, at its own cost Tenant shall restore the Premises to
the condition designated by Landlord in its election, before the last day
of the term or within 30 days after notice of its election is given,
whichever is later.
Should Landlord consent in writing to Tenant's alteration of the
Premises, Tenant shall contract with a contractor approved by Landlord
for the construction of such alternations, shall secure all appropriate
governmental approvals and permits, and shall complete such alterations
with due diligence in compliance with plans and specifications approved
by Landlord. All such construction shall be performed in a manner which
will not interfere with the quiet enjoyment of other tenants of the
Project. Tenant shall pay all costs for such construction and shall keep
the Premises and the Project free and clear of all mechanics' liens which
may result from construction by Tenant.
12. RELEASE AND INDEMNITY. As material consideration to Landlord, Xxxxxx
agrees that Landlord shall not be liable to Tenant for any damage to
Tenant or Tenant's property from any cause, and Tenant waives all claims
against Landlord for damage to persons or property arising for any
reason, except for damage resulting directly from Xxxxxxxx's breach of
its express obligations under this Lease which Landlord has not cured
within a reasonable time after receipt of written notice of such breach
from Tenant. Tenant shall indemnify and hold Landlord harmless from all
damages arising out of any damage to any person or property occurring in,
on or about the Premises or Tenant's use of the Premises or Tenant's
breach of any term of this Lease.
13. INSURANCE. Tenant, at its cost, shall maintain public liability and
property damage insurance and products liability insurance with a single
combined liability limit of $1,000,000, insuring against all liability of
Tenant and its representatives, employees, invitees, and agents arising
out of or in connection with Xxxxxx's use or occupancy of the Premises.
Public liability insurance, products liability insurance and property
damage insurance shall insure performance by Tenant of the indemnity
provisions of Section 15. Landlord shall be named as additional insured
and the policy shall contain cross-liability endorsements. On all its
personal property, at its cost, Tenant shall maintain a policy of
standard fire and extended coverage insurance with vandalism and
malicious mischief endorsements and "all risk" coverage on all Tenant's
improvements and alterations, including without limitation, all items of
Tenant responsibility described in Section 13 in or about the Premises,
to the extent of at least 90% of their full replacement value. The
proceeds from any such policy shall be used by Tenant for the replacement
of personal property and the restoration of Tenant's improvements or
alterations. All insurance required to be provided by Tenant under this
Lease shall release Landlord from any claims for damage to any person or
the Premises and the Project, and to Tenant's fixtures, personal
property, improvements and alterations in or on the Premises or the
Project, caused by or resulting from risks insured against under any
insurance policy carried by Tenant in force at the time of such damage.
All insurance required to be provided by Tenant under this Lease: (a)
shall be issued by insurance companies authorized to do business in the
state in which the premises are located with a financial rating of at
least an A+XII status as rated in the most recent edition of Best's
Insurance Reports; (b) shall be issued as a primary policy; and (c) shall
contain an endorsement requiring at least 30 days prior written notice of
cancellation to Landlord and Landlord's lender, before cancellation or
change in coverage, scope or amount of any policy. Tenant shall deliver
a certificate or copy of such policy together with evidence of payment of
all current premiums to Landlord within 30 days of execution of this
Lease. Tenant's failure to provide evidence of such coverage to Landlord
may, in Landlord's sole discretion, constitute a default under this
Lease. Tenant shall name Landlord, "Xxxx Xxxxxxx Mutual Life Insurance
Company and CB Commercial Real Estate Group, and all its affiliates", as
additionally insured on the certificate.
14. DESTRUCTION. If during the term, the Premises or Project are more than
10% destroyed from any cause, or rendered inaccessible or unusable from
any cause, Landlord may, in its sole discretion, terminate this Lease by
delivery of notice to Tenant within 30 days of such event without
compensation to Tenant. If in Landlord's estimation, the Premises cannot
be restored within 90 days following such destruction, the Landlord shall
notify tenant and Tenant may terminate this Lease by delivery of notice
to Landlord within 30 days of receipt of Landlord's notice. If Landlord
does not terminate this Lease and if in Landlord's estimation the
Premises can be restored within 90 days, then Landlord shall commence to
restore the Premises in compliance with then existing laws and shall
complete such restoration with due diligence. In such event, this Lease
shall remain in full force and effect, but there shall be an abatement of
rent between the date of destruction and the date of completion of
restoration, based on the extent to which destruction interferes with
Xxxxxx's use of the Premises.
15. CONDEMNATION.
a. Definitions. The following definitions shall apply. (1)
"Condemnation" means (a) the exercise of any governmental power of
eminent domain, whether by legal proceedings or otherwise by
condemnor and (b) the voluntary sale or transfer by Landlord to any
condemnor either under threat of condemnation or while legal
proceedings for condemnation and proceeding; (2) "Date of Taking"
means the date the condemnor has right to possession of the property
being condemned; (3) "Award" means all compensation, sums or
anything of value awarded, paid or received on a total or partial
condemnation; and (4) "Condemnor" means any public or quasi-public
authority, or private corporation or individual, having power of
condemnation.
b. Obligations to be Governed by Xxxxx. If during the term of the
Lease there is any taking of all or any part of the Premises or the
Project, the rights and obligations of the parties shall be
determined pursuant to this Lease.
c. Total or Partial Taking. If the Premises are totally taken by
condemnation, this Lease shall terminate on the date of taking. If
any portion of the Premises is taken by condemnation, this Lease
shall remain in effect, except that Tenant can elect to terminate
this Lease if the remaining portion of the Premises is rendered
unsuitable for Tenant's continued use of Premises. If Tenant elects
to terminate this Lease, Tenant must exercise its right to terminate
by giving notice to Landlord within 30 days after the nature and
extent of the taking have been finally determined. If Tenant elects
to terminate this Lease, Tenant shall also notify Landlord of the
date of termination, which date shall not be earlier than 30 days
nor later than 90 days after Tenant has notified Landlord of its
election to terminate; except that this Lease shall terminate on the
date of taking if the date of taking falls on a date before the
dater of termination as designated by Tenant. If any portion of the
Premises is taken by condemnation and this Lease remains in full
force and effect, on the date of taking the rent shall be reduced by
an amount in the same ratio as the total number of square feet in
the Premises taken bears to the total number of square feet in the
Premises immediately before the date of taking.
16. ASSIGNMENT OR SUBLEASE. Tenant shall not assign or encumber its interest
in this Lease or the Premises or sublease all or any part of the Premises
or allow any other person or entity (except Tenant's authorized
representatives, employees, invitees, or guests) to occupy or use all or
any part of the Premises without first obtaining Landlord's consent which
Landlord may withhold or condition in its sole discretion. Any
assignment, encumbrance or sublease without Landlord's written consent
shall be voidable and at Landlord's election, shall constitute a default.
If Tenant is a partnership, a withdrawal or change, voluntary,
involuntary or by operation of law of any partner, or the dissolution of
the partnership, shall be deemed a voluntary assignment. If Tenant
consists of more than one person, a purported assignment, voluntary or
involuntary or by operation of law from one person to the other shall be
deemed a voluntary assignment. If Tenant is a corporation, any
dissolution, merger, consolidation or other reorganization of Tenant, or
sale or other transfer of a controlling percentage of the capital stock
of Tenant, or the sale of at least 25% of the value of the assets of
Tenant shall be deemed a voluntary assignment. The phrase "controlling
percentage" means ownership of and right to vote stock possessing at
least 25% of the total combined voting power of all classes of Tenant's
capital stock issued, outstanding and entitled to vote for election of
directors. This Section 19 shall not apply to corporations the stock of
which is traded through an exchange or over the counter. All rent
received by tenant from its subtenants in excess of the rent payable by
tenant to Landlord under this Lease shall be paid to Landlord, or any
sums to be paid by an assignee to Tenant in consideration of the
assignment of this Lease shall be paid to Landlord. If Tenant requests
Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall
pay to Landlord, whether or not consent is ultimately given, $100 or
Landlord's reasonable attorney's fees incurred in connection with such
request, whichever is greater.
The interest of Tenant in this Lease shall be assignable by involuntary
assignment through operation of law (including without limitation the
transfer of this Lease by testacy or intestacy). Each of the following
acts shall be considered an involuntary assignment: (a) if Tenant is or
becomes bankrupt or insolvent, makes an assignment for the benefit of
creditors, or institutes proceedings under the Bankruptcy Act in which
Tenant is the bankrupt; or if Tenant is partnership or consists of more
than one person or entity, if any partner of the partnership or other
person or entity is or becomes bankrupt or insolvent, or makes an
assignment for the benefit of creditors; or (b) if a writ of attachment
or execution is levied on this Lease; or (c) if in any proceeding or
action to which Tenant is a party, a receiver is appointed with authority
to take possession of the Premises. An involuntary assignment shall
constitute a default by Tenant and Landlord shall have the right to elect
to terminate this Lease, in which case this Lease shall not be treated as
an asset of Tenant.
17. DEFAULT. The occurrence of any of the following shall constitute a
default by Tenant: (a) a failure to pay rent or other charge when due;
(b) abandonment and vacation of the Premises (failure to occupy and
operate the Premises for ten consecutive days shall be deemed an
abandonment and vacation); or (c) failure to perform any other provision
of this Lease.
18. LANDLORD'S REMEDIES. Landlord shall have the following remedies if
Tenant is in default. (These remedies are not exclusive; they are
cumulative and in addition to any remedies now or later allowed by law):
Landlord may terminate Tenant's right to possession of the Premises at
any time. No act by Landlord other than giving notice to Tenant shall
terminate this Lease. Acts of maintenance, efforts to relet the
Premises, or the appointment of a receiver on Landlord's behalf to
protect Xxxxxxxx's interest under this Lease shall not constitute a
termination of Tenant's right to possession. Upon termination of
Tenant's right to possession, Landlord has the right to recover from
Tenant: (1) the worth of the unpaid rent that had been earned at the time
of termination of Tenant's right to possession; (2) the worth of the
amount of the unpaid rent that would have been earned after the date of
termination of Tenant's right to possession; (3) any other amount,
including but not limited to, expenses incurred to relet the premises,
court, attorney and collection costs, necessary to compensate Landlord
for all detriment caused by Xxxxxx's default. "The Worth" as used for
item 21(1) in this Paragraph 21 will be computed by allowing interest at
the rate of 18 percent per annum. If the interest rate specified in this
Lease is greater than the rate permitted by law, the interest rate is
hereby decreased to the maximum legal interest rate permitted by law.
The Worth as used for Item 21(2) in this Paragraph 21 is to be computed
by discounting the amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of termination of Tenant's right to
possession.
19. ENTERING ON PREMISES. Landlord and its authorized representatives shall
have the right to enter the Premises at all reasonable times for any of
the following purposes: (a) to determine whether the Premises are in good
condition and that Tenant is complying with its obligations under this
Lease; (b) to do any necessary maintenance and to make any modification
to the Premises or the Project that Landlord has the right or obligation
to perform; (c) to post "for sale" signs at any time during the term, to
post "for rent" or "for lease" signs during the last 90 days of the term,
or during any period while Tenant is in default; (d) to show the Premises
to prospective brokers, agents, buyers, tenants or persons interested in
leasing or purchasing the Premises, at any time during the term; or (e)
to repair, maintain or improve the Project and to erect scaffolding and
protective barricades around and about the Premises but not so as to
prevent entry to the Premises, or to do any other act or thing necessary
for the safety or preservation of the Premises or the Project. Landlord
shall not be liable in any manner for any inconvenience, disturbance,
loss of business, nuisance or other damage arising out of Landlord's
entry onto the Premises as provided in this Section 22. Tenant shall not
be entitled to an abatement or reduction of rent when Landlord exercises
any rights reserved in this Section 22. Landlord shall conduct this
activities on the Premises as stated herein in a manner what will cause
the lease inconvenience, annoyance or disturbance to Tenant.
20. ADDITIONAL PROVISIONS.
a. Time of Essence. Time is of the essence of each provision of this
Lease.
b. Successor. This Lease shall be binding on and inure to the benefit
of the parties and their successors, except as provided in Section
19 herein.
c. Landlord's Consent. Any consent required by Landlord under this
Lease must be granted in writing and may be withheld or conditioned
by Landlord in its sole and absolute discretion.
d. Other Charges. If Landlord becomes a party to any litigation
concerning this Lease, the Premises or the Project, by reason of any
act or omission of Tenant or Tenant's authorized representatives,
Tenant shall be liable to Landlord for reasonable attorneys' fees
and court costs incurred by Landlord in the litigation. Should the
court render a decision which is thereafter appealed by any party
thereto, tenant shall be liable to Landlord for reasonable
attorneys' fees and court costs incurred by Landlord in connection
with such appeal.
If either party commences any litigation against the other party or
files an appeal of a decision arising out of or in connection with
the Lease, the prevailing party shall be entitled to recover from
the other party reasonable attorney's fees and costs of suit. If
Landlord employs a collection agency to recover delinquent charges,
Xxxxxx agrees to pay all collection agency and attorneys' fees
charged to Landlord in addition to rent, late charges, interest and
other sums payable under this Lease. Tenant shall pay a charge of
$75 to Landlord for preparation of a demand for delinquent rent.
e. Xxxxxxxx's Successors. In the event of a sale or conveyance by
Landlord of the Project, the same shall operate to release Landlord
from any liability under this Lease, and in such event Landlord's
successor in interest shall be solely responsible for all
obligations of Landlord under this Lease.
f. Interpretation. This Lease shall be construed and interpreted in
accordance with the laws of the state in which the premises are
located. This Lease constitutes the entire agreement between the
parties with respect to the Premises and the Project, except for
such guarantees or modifications as may be executed in writing by
the parties from time to time. When required by the context of this
Lease, the singular shall include the plural, and the masculine
shall include the feminine and/or neuter. "Party" shall mean
Landlord or Tenant. If more than one person or entity constitutes
Landlord or Tenant, the obligations imposed upon that party shall be
joint and several. The enforceability, invalidity or illegality of
any provision shall not render the other provisions unenforceable,
invalid or illegal.
XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY,
a Massachusetts Corporation
By /s/ Xxxx XxXxxxxxx
--------------------------------------
Xxxx XxXxxxxxx, Investment Officer
IGENISYS INFORMATION SYSTEMS, INC.,
a Colorado Corporation
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Xxxxx Xxxxxxxx, Chief Operating Officer
ADDITIONAL SECTIONS
29. AMERICANS WITH DISABILITIES ACT (ADA):
Tenant, at Tenant's sole cost and expense, shall comply with all laws,
rules, orders, ordinances, directions, regulations and requirements of
federal, state, county and municipal force which shall impose any duty
upon Landlord or Tenant with respect to the use, occupation or alteration
of the Premises (Section 2.e), including, without limitation the
Americans with Disabilities Act.
30. PHONE INSTALLATION:
All Tenant phone systems must be installed within Tenant's suite. No
Tenant systems are permitted to be housed within the building common area
phone rooms for security reasons. Any equipment found in said phone
rooms will be removed and relocated within Tenant's suite at Xxxxxx's
sole cost.
31. TENANT IMPROVEMENTS:
Landlord, at Xxxxxxxx's sole cost and expense, shall amend Exhibit A by
providing the following:
1) Addition of a wall and doorway to sink area;
2) Addition of a wall and doorway to counter top area opposite sink
location;
3) Addition of a doorway to office located in Southeast corner of
Suite; and
4) Clean carpet and paint in Tenant's choice of building standard
color.
32. CONFIDENTIALITY CLAUSE:
The economics of this Lease are granted to GENISYS INFORMATION SYSTEMS,
INC. in the strictest of confidence. This Lease contains concessions far
below the project's pro forma rate and will not be duplicated for any
prospective Tenants in the Park.
EXHIBIT C
RULES AND REGULATIONS
1. Except as specifically provided in the Lease to which these Rules and
Regulations are attached, no sign, placard, picture, advertisement, name
or notice shall be installed or displayed on any part of the outside or
inside of any building within the Project without prior written consent
of Landlord. Landlord shall have the right to remove, at Tenant's
expense and without notice, any sign or lettering on doors and walls
shall be printed, painted, affixed or inscribed at the expense of Tenant
by a person approved by Landlord.
2. If Landlord objects in writing to any curtains, blinds, shades, screens
or hanging plants or other similar object attached to or used in
connection with any window or door of the Premises, or placed on any
windowsill, which is visible from the exterior of the Premises, Tenant
shall immediately discontinue such use. Tenant shall not place anything
against or near glass partitions or doors or windows which may appear
unsightly from outside the Premises.
3. Tenant shall not obstruct any sidewalks, halls, passages, exits or
entrances of the Project. The passages, exits, entrances and halls are
not for the general public, but are open, subject to reasonable
regulations for Tenant's business invitees. Landlord shall in all cases
retain the right to control and prevent access thereto of all persons
whose presence in the judgment of Landlord would be prejudicial to the
safety, character, reputation and interests of the Project and its
Tenants; provided that nothing herein contained shall be construed to
prevent such access to persons with whom any Tenant normally deals in the
ordinary course of its business, unless such persons are involved in
illegal activities. No tenant and no employee or invitee of any tenant
shall go upon the roof of the building.
4. The directory of the building or Project will be provided exclusively for
the display or the name and location of tenants only and Landlord
reserves the right to exclude any other names therefrom.
5. All cleaning and janitorial services for the Project will be provided
exclusively through Landlord, and except with the written consent of
Landlord, no person or persons other than those approved by Landlord
shall be employed by Tenant or permitted to enter the Project for the
purpose of cleaning the same. Tenant shall not cause any unnecessary
labor by carelessness or indifference to the good order and cleanliness
of the Premises.
6. Landlord will furnish Tenant, free of charge, with two keys to each door
lock in the Premises. Landlord may make a reasonable charge for any
additional keys. Tenant shall not make or have any additional keys made,
and Tenant shall not alter any lock or install a new additional lock or
bolt on any door of the Premises. Tenant, upon termination of its
tenancy, shall deliver to Landlord the keys to all doors which have been
furnished to Tenant, and in the event of loss of any keys so furnished,
shall pay Landlord thereof.
7. If Tenant requires telegraphic, telephonic, burglar alarm or similar
services, Tenant shall first obtain and comply with Landlord's
instructions in their installation.
8. Elevator(s) shall be available for use by all tenants in the building,
subject to such reasonable scheduling as Landlord, in its discretion,
shall deem appropriate. No equipment, materials, furniture, packages,
supplies, merchandise or other property will be received in the building
or carried in the elevators except between such hours and in such
elevators as may be designated by Landlord. Tenant's initial move in and
subsequent deliveries of bulky items, such as furniture, sales and
similar items shall, unless otherwise agreed in writing by Landlord, be
made during the hours of 6:00 p.m. to 6:00 a.m. or on Saturday or Sunday.
Deliveries during normal office hours shall be limited to normal office
supplies and other small items. No deliveries shall be made which impede
or interfere with other tenants or the operation of the building.
9. Tenant shall not place a load upon any floor of the Premises which
exceeds the load per square foot which such floor was designed to carry
and which is allowed by law. Landlord shall have the right to prescribe
the weight, size and position of all equipment, materials, furniture or
other property brought into the building. Heavy objects shall, if
considered necessary by Landlord, stand on such platforms as determined
by Landlord to be necessary to properly distribute the weight, which
platforms shall be provided at Tenant's expense. Business machines and
mechanical equipment belonging to Tenant, which cause noise or vibration
that may be transmitted to the structure of the building or to any space
therein to such a degree as to be objectionable to Landlord or to any
tenants in the building, shall be placed and maintained by Tenant, at
Tenant's expense, on vibration eliminators or other devices sufficient to
eliminate noise or vibration. The person employed to move such equipment
in or out of the building must be acceptable to Landlord. Landlord will
not be responsible for loss of, or damage to, any such equipment or other
property from any cause, and all damage done to the building by
maintaining or moving such equipment or other property from any cause,
and all damage done to the building by maintaining or moving such
equipment or other property shall be repaired at the expense of Tenant.
10. Tenant shall not use or keep in the Premises any kerosene, gasoline or
inflammable or combustible fluid or material other than those limited
quantities necessary for the operation or maintenance of equipment.
Tenant shall not use or permit to be used in the Premises any foul or
noxious gas or substance, or permit or allow the Premises to be occupied
or used in a manner offensive or objectionable to Landlord or other
occupants of the building by reason of noise, odors or vibrations, nor
shall Tenant bring into or keep about the Premises any birds or animals.
11. Tenants shall not use any method of heating or air conditioning other
than supplied or approved by Landlord.
12. Tenant shall not waste electricity, water or air conditioning and agrees
to cooperate fully with Landlord to assure the most effective operation
of the heating and air conditioning and to comply with any governmental
energy savings rules, laws or regulations of which Tenant has actual
notice, and shall refrain from attempting to adjust controls. Tenant
shall keep corridor doors closed and shall close window coverings at the
end of each business day.
13. Landlord reserves the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the
building.
14. Landlord reserves the right to exclude from the building, between the
hours of 6:00 p.m. and 7:00 a.m. the following day, or such other hours
as may be established from time to time by Landlord, and on Sundays and
legal holidays, any persons unless that person is known to the person or
employee in charge of the building and has a pass or is properly
identified. Tenant shall be responsible for all persons for whom it
requests passes and shall be liable to Landlord for all acts of such
persons. Landlord shall not be liable for damages for any error with
regard to the admission to or exclusion from the building of any person.
Landlord reserves the right to prevent access to the building in case of
invasion, mob, riot, public excitement or other commotion by closing the
doors or by other appropriate action.
15. Tenant shall close and lock the doors of its Premises and entirely shut
off all water faucets or other water apparatus, and electricity, gas or
air outlets before tenant and its employees leave the Premises. Tenant
shall be responsible for any damage or injuries sustained by other
tenants or occupants of the building or by Landlord for noncompliance
with this rule.
16. Tenant shall not obtain for use on the Premises ice, drinking water,
food, beverage, towel or other similar services or accept barbering or
bootblacking service upon the Premises, except at such hours and under
such regulations as may be fixed by Landlord.
17. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not be used for any other purpose other than that for which they were
constructed and no foreign substance of any kind whatsoever shall be
thrown therein. The expense of any breakage, stoppage or damage
resulting from the violation of this rule shall be borne by the Tenant
who, or whose employees or invitees, shall have caused it.
18. Tenant shall not sell, or permit the sale at retail of newspapers,
magazines, periodicals, theater tickets or any other goods or merchandise
to the general public \in or on the Premises. Tenant shall not make any
room to room solicitation of business from other tenants in the Project.
Tenant shall not use the Premises for any business or activity other than
that specifically provided for in Tenant's Lease.
19. Tenant shall not install any radio or television antenna, loudspeaker or
other device on the roof or exterior walls of the buildings in the
Project. Tenant shall not interfere with radio or television
broadcasting or reception from or in the Project or elsewhere.
20. Tenant shall not mark, drive nails, screw or drill into the partitions,
woodwork, plaster or concrete or in any way deface the Premises or any
part thereof, except to instal normal wall hangings. Landlord reserves
the right to direct electricians as to where and how telephone and
telegraph wires are to be introduced to the Premises. Tenant shall not
cut or bore holes for wires. Tenant shall not affix any floor covering
to the floor of the Premises in any manner except as approved by
Landlord. Tenant shall repair any damage resulting from noncompliance
with this rule.
21. Tenant shall not install, maintain or operate upon the premises any
vending machines without the written consent of Landlord.
22. Canvassing, soliciting and distribution of handbills or any other written
material, and peddling in the Project, are prohibited and Tenant shall
cooperate to prevent such activities.
23. Landlord reserves the right to exclude or expel from the building any
person who, in Landlord's judgment, is intoxicated or under the influence
of liquor or drugs or who is in violation of any of the Rules &
Regulations of the buildings.
24. Tenant shall store all its trash and garbage within its Premises or in
designated trash areas. Tenant shall not place in any trash box or
receptacle any material which cannot be disposed of in the ordinary and
customary manner of trash and garbage disposal. All garbage and refuse
disposal shall be made in accordance with direction issued from time to
time by Landlord.
25. The Premises shall not be used for the storage of merchandise held for
sale to the general public, or for lodging, nor shall the Premises be
used for any improper, immoral or objectionable purpose. No cooking
shall be done or permitted on the Premises without Landlord's consent,
except that use by Tenant or Underwriter's Laboratory approved equipment
for brewing coffee, tea, hot chocolate and similar beverages or use of
microwave ovens for employee use shall be permitted, provided that such
equipment and use is in accordance with all applicable federal, state,
county and city laws, codes, ordinances, rules and regulations.
26. Tenant shall not use in any space or in the public halls or the Project
any hand truck except those equipped with rubber tires and side guards or
such other material handling equipment as Landlord may approve. Tenant
shall not bring any other vehicles of any kind into the building or
Project.
27. Without the written consent of Landlord, tenant shall not sue the name of
the Project in connection with or in promoting or advertising the
business of Tenant except as Xxxxxx's address.
28. Tenant shall comply with all safety, life protection and evacuation
procedures and regulations established by Landlord or any governmental
agency.
29. Tenant assumes any and all responsibility for protecting its Premises
from theft, robbery and pillage, which includes keeping doors locked and
other means of entry to the Premises closed.
30. Tenant's requirements will be attended to only upon appropriate
application to the Project management office by an authorized individual.
Employees of Landlord shall not perform any work or do anything outside
of their regular duties unless under special instructions from Landlord,
and no employee of Landlord will admit any person (Tenant or otherwise)
to any office without specific instructions from Landlord.
31. Landlord may waive any one or more of these Rules & Regulations for the
benefit of Tenant or any other Tenant, but no such waiver by Landlord
shall be construed as a waiver of such Rules & Regulations in favor of
Tenant or any other Tenant, nor prevent Landlord from thereafter
enforcing any such Rules & Regulations against any or all of the Tenants
of the building.
32. These Rules & Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of the Premises in the building.
33. Landlord reserves the right to make such other reasonable Rules &
Regulations as, in its judgment, may from time to time be needed for
safety and security, for care and cleanliness of the building and for the
preservation of good order therein. Xxxxxx agrees to abide by all such
Rules & Regulations herein above stated and any additional Rules &
Regulations which are adopted.
34. Tenant shall be responsible for the observance of all of the foregoing
rules by Tenant's employees, agents, clients, customers, invitees and
guests.
