1
COMMERCIAL LEASE
This lease, made and entered into at Eugene, Oregon, this 19th day of
January by and between
LANDLORD: NOVA CCOP, INC.
and
TENANT: SALES LOGIX CORPORATION
Landlord hereby leases to Tenant the following:
at 000 XXXXXXX XXXX XXXX, XXXXX 000, Xxxxxx, Xxxxxx, containing approximately
13,645 rentable square feet as shown on the attached is plan. Tenants Proportion
Share for purposes of Section 19 shall be 26.66%. This lease is for a term
commencing MARCH 15, 2000 and continuing through MARCH 14, 2005 at a Monthly
Base Rent as follows:
$ 22,514.25 PER MONTH YEAR 1-3
$ 23,196.50 PER MONTH YEAR 4 -6
Tenant shall have the right to cancel the Lease at 36 months. Tenant must give
Landlord at least 6 months prior written notice of the Intent to cancel. Tenant
shah pay a penalty prior to the cancel xxxx equal to the unamortized tenant
improvement allowances and commissions.
Rent is payable in advance on the First (1st) day of each month commencing MARCH
15, 2000. Landlord and Tenant covenant and agree as follows:
1.1 Delivery of Possession.
Should Landlord be unable to deliver possession of the Premises on the
date fixed for the commencement of the term, commencement will be deferred
and Tenant shall owe no rent until notice from Landlord tendering
possession to Tenant If possession Is not so tendered within 90 days
following commencement of the term, then Tenant may elect to cancel this
lease by notice to Landlord within 10 days following expiration of the 90
day period. Landlord shall have no liability to Tenant for delay in
delivering possession, nor shall such delay extend the term of this lease
In any manner unless the parties execute a written extension agreement.
2.1 Rent Payment.
Tenant shall pay the Base Rent for the Premises and any additional rent
provided herein without deduction or offset. Rent for any partial month
during the lease term shall be prorated to reflect the number of days
during the month that Tenant occupies the Premises. Additional rent means
amounts determined under Section 19 of this lease and any other sums
payable by Tenant to Landlord under this lease. Rent not paid when due
shall bear interest at the rate of one percent per month until paid.
Landlord may at Its option impose a late charge of $.05 for each $1 of
rent for rent payments made more than 10 days late In lieu of interest for
the first month of delinquency, without waiving any other remedies
available for default Failure to impose a late charge shall not be a
waiver of Landlords rights hereunder.
3.1 Lease Consideration.
Upon execution of the lease, Tenant has paid the Base Rent for the first
full month of the lease term for which rent is payable and In addition has
paid the sum of $0.00 as lease consideration. Landlord may apply the lease
consideration to pay the cost of performing any obligation which Tenant
fails to perform within the time required by this lease, but such
application by Landlord shall riot be the exclusive remedy for Tenants
default, If the lease consideration is applied by Landlord, Tenant shall
on demand pay the sum necessary to-replenish the lease consideration to
its original amount To the extent not applied by Landlord to xxxx defaults
by Tenant, the lease consideration shall be applied against the rent
payable for the last month of the term. The lease consideration shall not
be refundable.
4.1 Use.
Tenant shall use the Premises as business for GENERAL OFFICE and for no
other purpose without Landlords written consent In connection with its
use, Tenant shall at Its expense promptly comply and cause the Premises to
comply with all applicable laws, ordinances, rules and regulations of any
public authority and shall not annoy, obstruct, or interfere with the
rights of other tenants of the Building provided that Landlord shall be
responsible for all ADA requirements. Tenant shall create no nuisance nor
allow any objectionable fumes, noise, or vibrations to be emitted from the
Premises. Tenant shall not conduct any activities that will increase
Landlords Insurance rates for any portion of the Building or that will In
any manner degrade or damage the reputation of the Building.
4.2 Equipment.
Tenant shall install in the Premises only such office equipment as is
customary for general office use and shall not overload the floors or
electrical circuits of the Premises or Building or after the plumbing or
Wring of the Premises or Building. Landlord must approve in advance the
location of and manner of installing any wiring or electrical, heat
generating or communication equipment or exception* heavy articles. All
telecommunications equipment, conduit, cables and wiring, additional
dedicated circuits and any additional air conditioning required because of
heat generating equipment or special lighting installed by Tenant shall be
Installed and operated at Tenant's expense. Landlord shall have no
obligation to permit the installation of equipment by any
telecommunications provider whose equipment is not then servicing the
Building.
4.3 Signs.
No signs, awnings, antennas, or other apparatus shall be painted on or
attached to the Building or anything placed on any glass or woodwork of
the Premises or positioned so as to be visible from outside the Premises
without Landlords written approval as to design, size, location, and
color. All signs installed by Tenant shall comply with Landlords standards
for signs and all applicable codes and all signs and
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sign hardware shall be removed upon termination of this lease with the
sign location restored to its former state unless Landlord elects to
retain all or any portion thereof. LANDLORD WILL PROVIDE A LOBBY DIRECTORY
STRIP AND A SPACE ON THE MONUMENTAL SIGN IN THE FRONT OF THE BUILDING.
5.1 Utilities and Services.
Landlord will furnish water and electricity to the Building at all times
and will furnish heat and air conditioning (d the Building Is air
conditioned). Janitorial service Will be provided In accordance with the
regular schedule of the Building, which schedule and service may change
from time to time, but In any event at least five times per week Tenant
shall comply with all government laws or regulations regarding the use or
reduction of use of utilities on the Premises. Interruption of services or
utilities shag not be deemed an eviction or disturbance of Tenants use and
possession of the Premises, render Landlord liable to Tenant for damages,
or relieve Tenant from performance of Tenants obligations under this
lease. Landlord shall take all reasonable steps to correct any
interruptions in service Electrical service furnished will be 110 volts
unless different service already exists in the Premises. Tenant shall
provide its own surge protection for power furnished to computers. TENANT
SHALL HAVE THE RIGHT TO USE HVAC AND ELECTRICAL SERVICES 24 HOURS PER DAY,
7 DAYS PER WEEK
5.2 [RESERVED]
5.3 Security.
Landlord may but shall have no obligation to provide security service or
to adopt security measures regarding the Premises, and Tenant shall
cooperate with all reasonable security measures adopted by Landlord.
Tenant may install a security system within the leased Premises with
Landlord's written consent which will not be unreasonably withheld.
Landlord will be provided with an access code to any security system and
shall riot have any liability for accidentally selling off Tenants
security system. Landlord may modify the type or amount of security
measures or services provided to the Building or the Premises at any time.
TENANT SHALL HAVE THE RIGHT TO INSTALL A CONTROLLED ACCESS SYSTEM FOR THE
LEASE PREMISES.
6.1 Maintenance and Repair.
Landlord shag keep the exterior of the building, including the roof,
parking areas and landscaping and all common areas, clean, well-maintained
and in good condition and repair Landlord shall have no liability for
failure to perform required maintenance and repair unless written notice
of such maintenance or repair Is given by Tenant and Landlord falls to
commence efforts to remedy the problem In a reasonable time and many.
Landlord shall have the right to erect scaffolding arid other apparatus
necessary for the purpose of making repairs. and Landlord shall have no
liability for Interference with Tenants use because of repairs and
Installations so long as Landlord makes reasonable efforts to minimize
such interference. Tenant shag have no claim against Landlord for any
Interruption or reduction of services or interference with Tenants
occupancy so long as Landlord makes reasonable efforts to cure such
interference, and no such Interruption or reduction shall be construed as
a constructive or other eviction of Tenant Repair of damage caused by
negligent or Intentional acts or breach of this lease by Tenant, its
employees or invitees shall be at Tenants expense.
6.2 Alterations.
Tenant shag not make any alterations, additions, or improvements to the
Premises, change the color of the Interior, or install any wall or floor
covering without Landlords prior written consent which may be withheld in
Landlords sole discretion. Any such Improvements, alterations, wiring,
cables or conduit installed by Tenant shag at once become part of the
Premises and belong to Landlord except for removable machinery and
unattached movable made fixtures. Landlord may at its option require that
Tenant move any improvements, alterations, with, cables or conduit
installed by or for Tenant and restore the Premises to the original
condition upon termination of this lease, but only 9 Landlord conditions
its approval on the removal of such alterations, or Improvements. Landlord
shall have the right to approve the contact or used by Tenant for any work
in the Premises, and to post notices of nonresponsibility in connection
with work being performed by Tenant in the Premises. Work by Tenant shag
comply with all laws then applicable to the Premises.
7.1 Indemnity.
Tenant shall not allow any liens to attach to the Building or Tenants
Interest in the Premises as a result of Its activities. Tenant shall
Indemnify and defend Landlord and Its managing agents from any claim,
liability, damage, or loss occurring on the Premises, wising out of any
activity by Tenant, its agents. Or invitees or resulting from Tenants
failure to comply with any term of this lease. Neither the Landlord nor
Its managing agent shall have any liability to Tenant because of loss or
damage to Tenants property or for death or bodily injury caused by the
acts or omissions of other Tenants of the Building; or by third parties
(including criminal acts).
7.2 Insurance.
Tenant shall carry liability Insurance with limb of not less than One
Million Dollars ($1,000,000) combined single limit bodily Injury and prop"
damage which Insurance shall have an endorsement naming Landlord and
Landlords managing agent, if any, as an additional Insured. Cover the
liability insured under paragraph 7.1 of this lease and be In form and
with companies reasonably acceptable to Owner. Prior to occupancy, tenant
shall furnish a certificate evidencing such insurance which shall state
that the coverage shall not be canceled or materially changed without 10
days with" notice 10 Landlord and Landlord's managing agent, 9 any. A
renewal certificate shall be furnished at least 10 days prior to
expiration of any policy.
8.1 Fire or Casualty.
"Major Damage" means damage by fire or other casualty to the Building or
the Premises which causes the Premises or any substantial portion of the
Building to be unusable, or which will cost more than 25 percent of the
pre-damage value of the Building to repair, or which is riot covered by
insurance and will cost In excess of $50,000 to repair. In case of Major
Damage either Tenant or Landlord may elect to
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terminate this lease by notice in writing to the other within 30 days
after such date. If this lease is not terminated following Major Damage,
or if damage occurs which is not Major Damage, Landlord shall promptly
restore the Premises to the condition existing just prior to the damage.
Tenant shall promptly restore all damage to tenant Improvements or
alterations Installed by Tenant or pay the cost of such restoration to
Landlord if Landlord elects to do the restoration of such Improvements.
Rent shall be reduced from the date of damage until the date restoration
work being performed by Landlord Is substantially complete, with the
reduction to be In proportion to the area of the Premises not usable by
Tenant.
8.2 Waiver of Subrogation.
Tenant shall be responsible for insuring its personal property and trade
fixtures located on the Premises and any alterations or tenant
Improvements it has made to the Premises. Neither Landlord, Its managing
agent nor Tenant shall be liable to the other for any kiss or damage
caused by water damage, sprinkler leakage, or any of the risks that are or
could be covered by a special all risk property Insurance policy, or for
any business Interruption, and there shag be no subrogated claim by one
party's Insurance carrier against the other party arising out of any such
loss. The waiver is binding only if it does not Invalidate the insurance
coverage of either party hereto.
9.1 Eminent Domain.
If an condemning authority takes title by eminent domain or by agreement
in lieu thereof to the entire Building or a portion sufficient to render
the Premises unsuitable for Tenants use then either party may elect to
terminate this lease effective on the date that possession Is taken by the
condemning authority. If not so terminated, rent shall be reduced for the
remainder of the term In an amount proportionate to the reduction in area
of the Premises caused by the taking, except that Tenant may process its
own claim for its property or lost profits. All condemnation proceeds
shall belong to Landlord, and Tenant shall have no claim against Landlord
or the condemnation award because of the taking.
10.1 Assignment and Subletting.
This lease shall bind and inure to the benefit of the parties, their
respective heirs, successors, and assigns, provided that Tenant shall not
assign its interest under this lease or sublet all or any portion of the
Premises without first obtaining Landlords consent In writing. This
provision shaft apply to all transfers by operation of law including but
not limited to mergers and changes in control of Tenant, except as
provided below. No assignment shall relieve Tenant of its obligation to
pay rent or perform other obligations required by this lease, and no
consent to one assignment or subletting shall be a consent to any further
assignment or subletting. Landlord shall not unreasonably withhold its
consent to any assignment or subletting provided proposed Tenant Is
compatible with Landlords normal standards for the Building. If Tenant
proposes a subletting or assignment to which Landlord is required to
consent under this paragraph, Landlord shall have the option of
terminating this lease and dealing directly with the proposed subtenant or
assignee, or any third party. If an assignment or subletting Is permitted,
one-half-of any cash profit, of the net value of any other consideration
received by Tenant as a result of such transaction shall be paid to
Landlord promptly following Its receipt by Tenant. Tenant shall pay any
costs Incurred by Landlord in connection with a request for assignment or
subletting, including reasonable attorneys fees. TENANT SHALL HAVE THE
RIGHT TO ASSIGN THE LEASE OR SUBLET ALL OR A PORTION OF THE PREMISES TO
THE FOLLOWING ENTITIES WITHOUT LANDLORDS APPROVAL; (i) OR TO A SUCCESSOR
TO TENANTS BUSINESS IF SUCH SUCCESSION TAKES PLACE BY A MERGER,
CONSOLIDATION, REORGANIZATION, ACTIVE LEGISLATURE OR OTHERWISE, OR (ii)
ANY AFFILIATE OF TENANT WITH AN ACCEPTABLE CREDIT STANDARD.
11.1 Default
Any of the following shall constitute a default by Tenant under this
lease:
(a) Tenants failure to pay rent or any other charge under this lease
within 10 days after written notice Is due, or failure to comply with any
other term or condition within 20 days following written notice from
Landlord specifying the noncompliance. If such noncompliance cannot be
cured within the 20-day period, this provision shall be satisfied If
Tenant commences correction within such period and thereafter proceeds in
good faith and with reasonable diligence to effect compliance as soon as
possible. Time is of the essence of this lease.
(b) Tenants insolvency, business failure or assignment for the benefit of
its creditors. Tenants commencement of proceedings under any provision of
any bankruptcy or insolvency law or failure to obtain dismissal of any
petition Xxx against it under such laws within the time required to
answer, or the appointment: of a receiver for all or any portion of
Tenant's properties or financial records. Which is not dismissed within 90
days.
(c) Assignment or subletting by Tenant in violation of paragraph 10.1.
11.2 Remedies for Default
In case of default as described in paragraph 11.1 Landlord shall have the
right to the following remedies which are intended to be cumulative and in
addition to any other remedies provided under applicable law.
(a) Landlord may at its option terminate the lease by notice to Tenant.
With or without termination, Landlord my retake possession of the Premises
and may use or relet the Premises without accepting a surrender or waiving
the right to damages. Following such retaking of possession, efforts by
Landlord to relet the Premises shall be sufficient if Landlord follows its
usual procedures for finding tenants, for the space at rates not less than
the current rates for other comparable space In the Building. If Landlord
has other vacant space In the Building, prospective tenants may be placed
In such other space without prejudice to Landlords claim to damages or
loss of rentals from Tenant.
(b) Landlord may recover all damages caused by Tenants default which shall
Include an amount equal to rentals W because of the default, unamortized
lease commissions paid for this lease, and the unamortized cost of any
tenant improvements Installed by Landlord to meet Tenants special
requirements. Landlord may xxx periodically to recover damages as they
occur throughout the lease term, and no action
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accrued damages shall bar a later action for damages subsequently
accruing. Landlord may elect in any one action to recover accrued damages
plus damages attributable to the remaining term of the lease Such damages
shall be measured by the difference between the rent under this lease and
the reasonable rental value of the Premises for the remainder of the term,
discounted to the time of judgement at the prevailing Interest rate on
Judgement.
(c) Landlord may make any payment or perform any obligation which Tenant
has failed to perform, in which case Landlord shall be entitled to recover
from Tenant upon demand all amounts so expended, plus interest from the
date of the expenditure at the rate of one-and-one-half percent per month.
Any such payment or performance by Landlord shall not waive Tenant's
default.
12.1 Surrender.
On expiration or early termination of this lease Tenant shall deliver all
keys to Landlord and surrender the Premises vacuumed, swept, and free of
debris and in the same condition as at the commencement of the term
subject only to reasonable wear from ordinary use. Tenant shall remove all
of its furnishings and bade fixtures that remain Its property and repair
an damage resulting from such removal provided that Tenant shall not be
required to recarpet or repaint. Failure to remove shall be an abandonment
of the property, and Landlord may dispose of it In any manner without
liability Tenant falls to vacate the Premises when required, Including
failure to remove all its personal property, Landlord may elect either:
(i) to treat Tenant as a tenant from month to month, subject to the
provisions of this lease except that rent shall be one-and-one-half times
the total rent being charged when the lease term expired, and arty option
or other rights regarding extension of the term or expansion of the
Premises shall no longer apply; or (ii) to eject Tenant from the Premises
and recover damages caused by wrongful holdover.
13.1 Regulations.
Landlord shall have the right but shag not be obligated to make, revise
and enforce regulations or policies consistent with this lease for the
purpose of promoting safety, health (Including moving, use of common areas
and prohibition of smoking), order, economy, cleanliness, and good service
to all tenants of the Building. All such regulations and policies shall be
complied with as If part of this lease.
14.1 Access.
During times other than normal Building hours Tenants officers and
employees or those having business with Tenant may be required to identify
themselves or show passes in order to gain access to the Building.
Landlord shall have no liability for permitting or refusing to permit
access by anyone. Landlord may regulate access to any Building elevators
outside of normal Building hours. Landlord shall have the right to enter
upon the Premises at arty time by passkey or otherwise to determine
Tenants compliance with this lease, to perform necessary services,
maintenance and repairs or alterations to the Building or the Premises, or
to show the Premises to ant prospective tenant or purchasers. Except in
case of emergency such entry shall be at such times and In such manner as
to minimize interference with the reasonable business use of the Premises
by Tenant.
14.2 Furniture and Bulky Articles.
Tenant shall move furniture and bulky articles in and out of the Building
or make independent use of the elevators only at times approved by
Landlord following at Mast 24 hours written notice to Landlord of the
intended move. Landlord win not unreasonably withhold its consent under
this paragraph.
15.1 Notices.
Notices between the parties relating to this lease shall be in writing,
effective when delivered, or if mailed, effective on the second day
following mailing, postage prepaid, to the address for the party stated in
this lease or to such other address as either party may specify by notice
to the other. Notice to Tenant may always be delivered to the Premises.
Rent shall be payable to Landlord at the same address and in the same
manner, but shah be considered paid only when received.
16.1 Subordination and Attornment.
This lease shall be subject to and subordinate to arty mortgages, deeds of
bust, or land sale contracts (hereafter collectively referred to as
encumbrances) now existing against the Building, provided that the lease
shall not be effective until Landlord shall have provided Tenant with a
subordination, nondisturbance and attornment agreement In customary form.
At Landlord's option this lease shall be subject and subordinate to any
future encumbrance hereafter placed against the Building (including the
underlying W4 or any modifications of existing encumbrances, and Tenant
shall execute such documents as may reasonably be requested by Landlord or
the holder of the encumbrance to evidence this subordination provided that
such documents contain customary non-disturbance agreements. If any
encumbrance is foreclosed tenant shall attorn to such purchaser and this
Lease shall continue.
16.2 Transfer of Building.
If the Building is sold or otherwise transferred by Landlord or arty
successor, Tenant shall attorn to the purchaser or transferee and
recognize A as the lessor under this lease, and, provided the purchaser or
transferee assumes all obligations hereunder, the transferor shall have no
further liability hereunder, for liabilities arising after the date of
such transfer.
16.3 Estoppels.
Either party will within 10 days after notice from the other execute,
acknowledge and deliver to the other party a certificate certifying
whether or not this Maw has been modified and Is In kill force and effect
whether there are any modifications or alleged breaches by #)a other
party. the dates to which rent has been paid In advance, and the amount of
any security deposit or prepaid rent and any other facts that may
reasonably be requested. Failure to deliver the certificate within the
specified time shall be conclusive upon the party of whom the certificate
was requested that the lease Is In full force and effect and has not been
modified except as may be represented by the party
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requesting the certificate. If requested by the holder of any
encumbrances, or any ground less, Tenant will agree to give such holder or
less notice of and an opportunity to cure any default by Landlord under
this lease.
17.1 Attorneys' Fees.
In any litigation arising out of this lease, the prevailing party shall be
entitled to recover attorney's fees at trial and on any appeal. If
Landlord Incurs attorneys fees because of a default by Tenant, Tenant
shall pay all such fees whether or not litigation is filed.
18.1 Quiet Enjoyment
Landlord warrants that so long as Tenant complies with all terms of this
lease it shall be entitled to peaceable and undisturbed possession of the
Premises free from any eviction or disturbance by Landlord. Neither
Landlord nor Its managing agent shall have any liability to Tenant for
loss or damages arising out of the acts, Including criminal acts, of other
tenants of the Building or third parties, nor any liability for any reason
which exceeds the value of Its Interest in the Building.
19.1 Additional Rent - Tax Adjustment
Whenever for any July 1 - June 30 tax year, the real property taxes Wed
against the Building and its underlying land exceed those Wed for the
199912000 tax year, then the monthly rental for the one succeeding
calendar year shall be Increased by one twelfth of such tax Increase times
Tenants proportionate share. "Real property taxes as used herein means all
taxes and assessments of any public authority against the Building and the
land on which It Is located. the cost of contesting any tax and form of
fee or charge Imposed on Landlord as a direct consequence of owning or
leasing the Premises, Including but not limited to rent taxes, gross
receipt taxes, leasing taxes,' or any fee or charge wholly or partially In
lieu of or In substitution for ad valorem real property taxes or
assessments, whether now existing or hereafter enacted. If any portion of
the Building Is occupied by a tax-exempt tenant so that the Building has a
partial tax exemption under ORS 307.112 or a similar statute, then real
property taxes shag mean taxes computed as If such partial tax exemption
did not exist. If a separate assessment or identifiable tax increase
arises because of Improvements to the Premises, then Tenant shall pay 100
percent of such increase. LANDLORD AGREES TO LIMIT ANNUAL INCREASES IN
REAL ESTATE TAXES AND OPERATING EXPENSES TO 5%, ON A CUMULATIVE BASIS.
19.2 [RESERVED]
19.3 Operating Expense Adjustment.
Tenant shall pay as additional rent Tenants Proportionate share of the
amount by which operating expenses for the Building Increase over those
experienced by Landlord during the calendar year 2000 (base year).
Effective January I of each year Landlord shall estimate the amount by
which operating expenses are expected to Increase, N any, over those
incurred In the base year. Monthly rental for that year shall be increased
by one-twelfth of Tenants share of the estimated increase. Following the
end of each calendar year, Landlord shag compute the actual increase in
operating expenses and xxxx Tenant for any deficiency or credit Tenant
with any excess collected. As used herein *operating expenses shall mean
all costs of operating and maintaining the Building as determined by
standard real estate accounting practice, Including , but not limited to:
all water and sewer charges; the cost of natural gas and electricity
provided to the building; Janitorial and cleaning supplies and services;
administration costs and management fees at the same rate as during the
base year; security services, if any, insurance premiums; licenses;
permits for the operation and maintenance of the building and all of its
component elements and mechanical systems; the annual amortized capital
improvement cost (amortized over such a period as Landlord may select bid
not shorter than the period allowed under the Internal Revenue code and at
a current market interest rate) for any capital Improvements to the
Building required by any government authority or those which have a
reasonable probability of improving the operating efficiency of the
Building. LANDLORD AGREES TO LIMIT ANNUAL INCREASES IN REAL ESTATE TAXES
AND OPERATING EXPENSES TO 5%, ON A CUMULATIVE BASIS. IN NO EVENT WILL
TENANTS PROPORTIONATE SHARE, PLUS THE PROPORTIONATE SHARE OF ALL OTHER
TENANTS EVER EXCEED 100% IF THE BUILDING IS NOT 100% OCCUPIED DURING THE
BASE YEAR, THE ACTUAL OPERATING EXPENSES FOR THE BASE YEAR WILL BE GROSSED
UP TO REFLECT THE EXPENSES AT 1W% OCCUPANCY.
19.4 Disputes.
If Tenant disputes any computation of additional rent or rent adjustment
under paragraphs 19.1 through 193 of this Lease, it shall give notice to
Landlord not later than one year after the notice from Landlord describing
the computation in question, but in any event not later than 30 days after
expiration or earlier termination of this Lease. If Tenant falls to give
such a notice, the computation by Landlord shag be binding and conclusive
between the parties for the W Public accountant selected by Landlord and
period In question. If Tenant gives a timely notice, the dispute Wall be
resolved by an Independent certified public accountant selected by
landlord and acceptable to Tenant whose decision shall be conclusive
between the parties. Each party shag pay one-half of the fee for making
such determination except that if the adjustment in favor Tenant does not
exceed three percent of the escalation amounts for the year in question.
Tenant shag pay the entire cost of any such third-part determination.
Nothing herein shall reduce Tenants obligations to male all payments as
required by this lease.
20.1 Complete Agreement; No Implied Covenants.
This lease and the attached Exhibits and Schedules, if any, constitute the
entire agreement of the parties and supersede all prior written and oral
agreements and representations and there are no implied covenants or other
agreements between the parties except as expressly set forth In this
Lease. Neither Landlord nor Tenant is relying on any representations other
than those expressly set forth herein.
20.2 Space Leased As Is.
N/A.
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20.3 Captions.
The titles to the paragraphs of this lease are descriptive only and are
not intended to change or influence the meaning of any paragraph or to be
part of this lease.
20.4 Nonwaiver.
Failure by Landlord to promptly enforce any regulation. remedy or right of
any kind under this Lease shall not constitute a waiver of the same and
such right or remedy may be asserted at any time after Landlord becomes
entitled to the benefit thereof notwithstanding delay In enforcement.
20.5 Exhibits.
The following Exhibits are attached hereto and incorporated as part of
this lease: EXHIBIT A & B
20.6 Tenant Improvements.
SEE EXHIBIT A & B
20.7 Vehicle Parking.
TENANT HAS THE RIGHT TO USE WITHOUT CHARGE 60 PARKING SPACES FOR EMPLOYEE
PARKING LOCATED BEHIND THE BUILDING. VISITOR PARKING IS LOCATED IN THE
FRONT OF THE BUILDING. TENANT IS RESPONSIBLE FOR POLICING ITS EMPLOYEES,
OR NOVA CCOP CAN IMPLEMENT PROCEDURES TO BE ENFORCED BY TENANT.
20.8 Window/Glass.
Not withstanding an provision herein, during the term of this lease Tenant
shall replace at its sole cost and expense, any and all window and for
glass panes situated within and upon the demised premises that may be
broken from any cause, act on or neglect of whatever kind by Tenant, or
Tenant's agents, employees, customers or clients. In the event Tenant
should fail to Immediately replace such windows and/or glass pares,
Landlord shag have the right to replace the same and Tenant agrees to
reimburse Landlord for any and all expenses incurred by Landlord In
replacing such windows and/or glass panes.
IN WITNESS WHEREOF. the duly authorized representatives of the parties have
executed this lease as of the day and year first written above.
LANDLORD: NOVA CCOP, INC.
By:
Title:
Address for Notices:
X.X. XXX 00000
XXXXXX, XX 00000
TENANT: SALES LOGIX CORPORATION
By: /s/
Title: Director of I/T & Facilities
Address for Notices:
00000 X. XXXXXX XXXXXX
XXXXXXXXXX, XX
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EXHIBIT "A"
[2 PAGE DIAGRAM OMITTED]
8
EXHIBIT "B"
TENANT IMPROVEMENTS:
LANDLORD AGREES TO PROVIDE THE BUILD OUT AS SHOWN ON EXHIBIT "A" PAGE 1 WITH THE
CONDITION THAT THE TENANT CONTRIBUTES $40,000.00 TOWARDS REMODEL ON THE SPACE.
LANDLORD AGREES TO PAY $10.00 PER SQUARE FOOT FOR REMODEL ON THE ADDITIONAL
SPACE MARKED PAGE 2 OF EXHIBIT W. TENANT IS RESPONSIBLE FOR ANY AMOUNT SPENT
OVER THE $10.00 PER SQUARE FOOT ALLOWANCE.
CONTINUING RIGHT OF FIRST NOTICE:
TENANT SHALL HAVE A CONTINUOUS RIGHT OF FIRST OFFER AND RIGHT OF FIRST REFUSAL
WITH RESPECT TO ALL SPACE LOCATED ON THE FLOOR CONTIGUOUS TO THE LEASE PREMISES.
ANY SPACE ACQUIRED UNDER THE RIGHT OF FIRST OFFER WILL BE ADDED TO TENANTS LEASE
AT THE THEN ESCALATED RATE WITH ALLOWANCES EQUAL TO THOSE PROVIDED ON THE
ORIGINAL SPACE PRO-RATED FOR THE AMOUNT OF TIME REMAINING ON THE ORIGINAL LEASE.
RENEWAL OPTIONS:
TENANT SMALL HAVE THE RIGHT TO RENEW THE LEASE FOR ONE ADDITIONAL TERM OF 5
YEARS, AT THE SAME TERMS AND CONDITIONS OF THE ORIGINAL LEASE EXCEPT FOR RENT,
WHICH SHALL BE AT MARKET RATE. TENANT WAIVES ANY RIGHT TO CANCEL THE LEASE
DURING THE RENEWAL OPTION PERIOD.
ELECTRICAL CAPACITY:
LANDLORD SHALL PROVIDE AT LEAST 12 XXXXX PER SQUARE FOOT OF ELECTRICAL CAPACITY
TO THE PREMISES, EXCLUSIVE OF LIGHTING AND HVAC.
