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EXHIBIT 10.8
SUBLEASE AGREEMENT
THIS Sublease Agreement, dated this 25th day of October, 1993, made and
entered into between GREEN HOLDINGS, INC., an Iowa corporation with an office at
0000 XXX Xxxxxxx, Xxxxxxxx 00, Xxxxxxxxx, XX 00000, as Sublessor and X.X.
XXXXXXX & COMPANY, a Colorado corporation with an office at 0000 X. Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxx 00000, as Sublessee (whether one or more).
WITNESSETH
1. Sublessor hereby demises, leases and lets unto Sublessee the following
described premises in Denver County, State of Colorado to with:
An office suite located on the 7th floor of the Stanford Place I Building
consisting of 17,145 useable square feet and 19,373 rentable square feet, as
more particularly described on Exhibit A attached hereto and made a part hereof,
said premises being located at 0000 X. Xxxxx Xxxxxx in the City of Denver,
Colorado, together with the buildings and equipment, if any, located thereon and
owned by Sublessor for the following term:
Beginning on the 1st day of November, 1993, and ending on the 25th day of
August, 1995.
2. Sublessee agrees to pay to Sublessor, with rental checks payable to
Green Holdings, Inc., 0000 XXX Xxxxxxx, Xxxxxxxx 00, Xxxxxxxxx, Xxxxxxxx 00000
(until notified to pay differently) the sum of Fourteen Thousand Five Hundred
Twenty-Nine and 75/100 Dollars ($14,529.75) per month payable monthly in
advance. Sublessor acknowledges receipt of the first and the last full month's
rental together with any portion due from date hereof until the first day of the
succeeding month. Without limiting any of Sublessor's other rights herein, it is
agreed that if rentals are delinquent for a period of thirty (30) days,
Sublessor may assess Sublessee a one percent (1%) per month delinquency charge
on the unpaid rentals. In the event the delinquency charge above is deemed
excessive by federal or state law, then the highest applicable charge shall be
assessed.
3. Sublessor agrees to provide Sublessee a tenant finish allowance of
Forty Thousand and no/100 Dollars ($40,000.00) due and payable by check upon
execution hereof
4. SUBLESSEE AGREES THAT IT HAS MADE A PERSONAL INSPECTION OF THE LEASED
PREMISES AND ANY BUILDINGS AND OTHER IMPROVEMENTS THEREON AND IS SATISFIED WITH
CONDITION AND FITNESS THEREOF AND ACCEPTS THE SAME "AS IS"; PROVIDED, HOWEVER,
SUBLESSEE AGREES TO CORRECT AT ITS OWN EXPENSE, ANY SIGNIFICANT OBVIOUS DAMAGE
IT MAY
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HAVE DONE TO THE LEASED PREMISES PRIOR TO SUBLESSEE'S OCCUPANCY. SUBLESSOR DOES
NOT WARRANT EITHER EXPRESSLY OR IMPLIEDLY THE CONDITION OR FITNESS OF THE
PROPERTY LEASED HEREUNDER, ANY SUCH WARRANTY BEING HEREBY EXPRESSLY NEGATIVED.
Tenant finish shall be comparable to that found on the first 11 floors of
Stanford Place I.
5. Sublessor agrees to transfer to Sublessee the rights to and the use of
thirty-four (34) indoor parking spaces assigned to the 7th floor office space.
These parking spaces are identified in General Conditions, "P".
6. Sublessee shall defend, indemnify and save Sublessor harmless for any
losses, costs or expenses resulting from suits, demands or other claims for
damages to persons or property,arising out of the use or existence of the
buildings, structures, improvements and other personal property located on the
leased premises except where such damages arise out of the gross negligence or
willful misconduct of Sublessor, its employees, agents or invitees; however,
Sublessor at his election may intervene or provide its own defense.
7. Upon termination of this Sublease, Sublessee agrees to peacefully quit
and surrender possession of the leased premises. If Sublessee fails to so quit
and surrender possession, Sublessor shall have the right to take possession by
any lawful means, using such force as may be necessary, without being deemed
guilty of any trespass, and without the necessity of first reporting to any
court process. If Sublessee shall remain in possession after the date of
expiration or termination of this Sublease and after the effective date of
notice by Sublessor to terminate this Sublease, the Sublessee will pay as rent
for the leased premises during such time a sum equal to one hundred twenty-five
percent (125%) of the rent herein provided.
8. Should Sublessor's interest in the premises leased hereunder be that of
a lessee then this Sublease shall automatically terminate without notice upon
the termination, for any cause whatsoever including action or inaction of
Sublessor, of Sublessor's leasehold estate in the premises leased hereunder.
9. All notices required or which may be given hereunder shall be
considered as properly given if delivered in writing, personally or sent by
certified United States mail, postage prepaid with return receipt requested,
addressed as follows:
Sublessor: GREEN HOLDINGS, INC., 0000 XXX Xxxxxxx, Xxxxxxxx
00, Xxxxxxxxx, Xxxxxxxx 00000
Sublessee: X.X. XXXXXXX & COMPANY, 0000 X. Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx 00000
10. This Sublease shall not be binding on Sublessor or Sublessee unless or
until executed on its behalf by an officer of the company or an employee having
actual authority to execute this Sublease.
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11. This Sublease includes the General Conditions attached hereto which
are by reference incorporated herein. This instrument with the General
Conditions so incorporated and any Annex attached hereto constitute the complete
agreement of the parties hereunder and there are no oral agreements or
understandings between the parties concerning the property covered by this
Sublease Agreement.
Executed the day and year first above written.
WITNESS: GREEN HOLDINGS, INC.
/s/ signature readable By:/s/ signature unreadable
SUBLESSOR
WITNESS: X.X. XXXXXXX & COMPANY
/s/ signature unreadable By:/s/ signature unreadable
SUBLESSEE
CONSENT OF LESSOR
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The undersigned, as the Lessor under the Lease Agreement referenced in Paragraph
M of the General Conditions attached hereto, hereby gives the consent of Lessor
to the foregoing Sublease and approves of the Sublessee therein as required by
the provisions of said Lease Agreement.
PHLLIPS PETROLEUM COMPANY, LESSOR
By:/s/ signature unreadable
Attorney-in-Fact
Date: 11/12/93
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GENERAL CONDITIONS
A. Sublessee covenants and agrees that it will not permit any illegal or immoral
activity on the leased premises nor will it permit any nuisance to be created or
maintained thereon.
B. Upon failure of Sublessee to pay rentals or any part thereof when due or upon
Sublessee's failure to carry out any obligation placed on it under this Sublease
or upon the death of Sublessee or upon Sublessee's making an assignment for
benefit of creditors, filing a voluntary petition in bankruptcy or being
adjudicated bankrupt or insolvent, Sublessor may, without notice, declare this
Sublease at an end and void, and may re-enter and take possession of said
premises and may recover rentals due in any appropriate action at law, or may
recover he possession of said premises and damages for the detention thereof
and/or for such failure by any appropriate remedy at law or in equity.
C. Sublessor shall pay all charges for utilities and other services supplied to
the premises as and when the same shall come due.
D. Sublessor shall render for taxation and pay all taxes and assessments,
general and special, on the leased premises and any buildings or other
improvements permanently fixed to the realty. Sublessee shall pay all taxes and
assessments on all property owned by Sublessee and located on the leased
premises.
E. Sublessee shall pay to Sublessor together with each rental payment the amount
of any sales and/or use tax due thereon.
F. At his own expense Sublessee shall keep the leased premises and all buildings
and other improvements located thereon in good repair. Sublessee will upon the
expiration or termination of this Sublease for any reason deliver up the
property leased hereunder to Sublessor in as good condition as when received by
Sublessee, depreciation due to a reasonable use thereof excepted.
G. All additions, fixtures or improvements which may be made by Sublessee,
except moveable furnishings, shall become the property of Sublessor and remain
upon the leased premises as a part thereof, and be surrendered with the leased
premises at the termination of this Sublease.
H. Sublessee agrees to obtain and maintain at its expense at all times during
the term hereof the following insurance:
1. Workmen's Compensation Insurance in compliance with the laws of the
state in which the leased premises are located and Employer
Liability Insurance with limit of not less than $100,000.
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2. Comprehensive Public Liability Insurance covering Sublessee's use
and occupancy of the leased premises with bodily injury, including
death, limit of not less than $1,000,000 per occurrence and property
damage limit of not less than $300,000 per occurrence.
Sublessee shall upon request furnish Sublessor with certified copies of
the policies or certificates evidencing the above insurance.
I. Sublessee shall not sell, hypothecate or assign this Sublease or
sublet the premises without the prior written consent of Sublessor
which consent shall not be unreasonably withheld.
J. Should all or any part of the leased premises be taken by eminent domain
proceedings or purchased by any public or quasi-public body having the power of
eminent domain, all proceeds from such taking or purchase shall belong
exclusively to Sublessor, except that Sublessor shall have no claim to any award
for loss or damage to Sublessee's trade fixtures, removable personal property,
which Sublessee is entitled to remove upon expiration of the term of this
Sublease. In the event such taking or purchase shall materially interfere with
Sublessee's use of the leased premises, Sublessee may at its option terminate
this Sublease.
K. In the event of any building on the leased premises shall be destroyed or
damaged by fire, explosion, the elements, or other causes so as to render the
same wholly or in part unfit for occupancy, and if the same cannot be repaired
within ninety (90) days from the date of such casualty, this Sublease shall
terminate on the date of such casualty. If such building can be repaired in such
ninety (90) day period then Sublessor shall notify Sublessee within ten (10)
days of such casualty if it elects to repair said building within such ninety
(90) day period. If Sublessor does not so elect, then Sublessee may terminate
this Sublease by giving notice in writing to Sublessor. If Sublessor elects to
repair said building but fails to do so, this Sublease shall terminate on the
expiration of said ninety
(90) days. In the event of any such termination, the Sublease shall
immediately surrender possession of the premises. If Sublessor repairs the said
building within the ninety (90) day period, this Sublease shall continue in full
force and effect. Sublessee shall not be required in any event to pay rent for
any period in which the leased premises are wholly unfit for the conduct of
Sublessee's business and shall be required during any period which a part of the
premises are unfit for the conduct of Sublessee's business to pay as rent the
stipulated rent multiplied by a fraction the numerator of which is the area of
the leased premises which is fit for the conduct of Sublessee's business and the
denominator of which is the total area of the leased premises.
L. Sublessor reserves the right to place or post "FOR LEASE" signs on the
property to signify the leased property is available for lease no earlier than
four (4) months prior to termination of this Sublease.
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M. This Sublease is subject to all of the terms and conditions of that certain
Lease Agreement dated March 1, 1989 and Amendment dated November 8, 1989 between
Xxxxxxxx Petroleum Company, as Lessor, and Green Holdings, Inc., as Lessee, a
copy of said Lease Agreement being attached hereto as Exhibit B and made a part
hereof.
N. Total lease rental for the primary term hereof amount to $316,842.29 payable
in monthly installments as provided hereinabove (21 payments of $14,529.75 and 1
payment of $11,717.54).
0. Sublessee shall pay its allocated and proportionate share of any increase in
operating costs as defined in Paragraph 2 of Exhibit B hereof in excess of such
costs incurred in Sublessee's base year which base year shall be defined as the
period 1/7/93 - 12/31/93. It is agreed that Sublessee's allocated percentage of
Sublessor's operating costs shall be 7.2% of the operating costs payable by
Sublessor to Lessor pursuant to the Lease Agreement referenced in Paragraph M
above. The method of billing Sublessee for any such increase shall be consistent
with the provisions of said Paragraph 2.
P. Sublessee will provide the following parking spaces at no additional cost:
Spaces B302 through B307 6 spaces
C108 through C117 10 spaces
C211 through C215 5 spaces
C315 through C327 13 spaces
Total 34 spaces
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