EXHIBIT 10.18
LEASE
ARTICLE 1. LEASE TERMS
1.1 LANDLORD AND TENANT. This Lease ("Lease") is entered into this 14th day
of October, 1996 by and between XXXXXXX X. XXXXX, a single person
("Landlord") and STRATASYS INCORPORATED ("Tenant").
1.2 PREMISES. Landlord hereby rents, leases, lets and demises to Tenant the
following described property ("Premises") as illustrated on the site
plan attached hereto as Exhibit A: approximately 48,600 square feet of
warehouse space and 10,800 square feet of office space (59,400 total
square feet) in the former Xxxx Company headquarters located at 0000
Xxxxxxxx Xxx, Xxxx Xxxxxxx, Xxxxxxxxx and consists of approximately
59,400 square feet ("Building"). A description of improvements to be
constructed by Landlord ("Landlord's Work") is attached hereto as
Exhibit B, all of which (with the exception of painting the exterior
with elastomer paint) Landlord agrees to use his best efforts to
complete prior to the Commencement Date.
1.3 LEASE TERM. The term of this Lease shall commence on December 15, 1996
('Commencement Date") and shall terminate thirty-six (36) months
thereafter on December 14, 1999, unless sooner terminated as
hereinafter provided. In the event that Tenant does not vacate the
Premises upon the expiration or termination of this Lease, Tenant shall
be a tenant at will for the holdover period and all of the terms and
provisions of this Lease shall be applicable during that period, except
that Tenant shall pay Landlord as base rental for the period of such
holdover an amount equal to one and one-half (1.5) times the base rent
which would have been payable by Tenant had the holdover period been a
part of the original term of this Lease, together with all additional
rent as provided in this Lease. Tenant agrees to vacate and deliver the
Premises to Landlord upon Tenant's receipt of notice from Landlord to
vacate. The rental payable during the holdover period shall be payable
to Landlord on demand. No holding over by Tenant, whether with or
without the consent of Landlord, shall operate to extend the term of
this Lease.
1.4 BASE RENT. Base Rent is:
Months Monthly Base Rent Annual Base Rent
1-36 $21,037.50 $252,450.00
1.5 PERMITTED USE. Office, manufacturing and warehousing.
1.6 SECURITY DEPOSIT. $21,037.50.
1.7 PRO RATA SHARE 100%.
1.8 ADDRESSES.
Landlord's Address: Tenant's Address:
Xxxxxxx X. Xxxxx Xxxxxx Xxxxxxx
President Chief Operating Officer
c/o Intrepid Corporation Stratasys Incorporated
N14 W23 000 Xxxxx Xxxxx Xxxxx 00000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000 Xxxx Xxxxxxx, XX 00000-0000
(000) 000-0000 (000) 000-0000
ARTICLE 2. RENT, OPERATING EXPENSES AND SECURITY DEPOSIT,
LATE CHARGES AND REPAYMENT OF FREE RENT
2.1 BASE RENT. Tenant agrees to pay monthly as Base Rent during the term of
this Lease the sum of money set forth in Section 1.4 of this Lease,
which amount shall be payable to Landlord at the address shown above.
One monthly installment shall be due and payable on or before the first
day of each calendar month succeeding the Commencement Date during the
term of this Lease; provided, if the Commencement Date should be a date
other than the first day of a calendar month, the monthly rental set
forth above shall be pro rated to the end of that calendar month, and
all succeeding installments of rent shall be payable on or before the
first day of each succeeding calendar month during the term of this
Lease. Tenant shall pay, as additional rent, all other sums due under
this Lease. Notwithstanding anything in this Lease to the contrary, if
Landlord, for any reason whatsoever (other than Tenant's default),
cannot deliver possession of the Premises to the Tenant on the
Commencement Date with all of Landlord's Work (except elastomer
painting) completed, this Lease shall not be void or voidable, nor
shall Landlord be liable for any loss or damage resulting therefrom,
but the Commencement Date and the expiration of the Lease term shall be
extended by the time of any such delay and all rent shall be abated
until Landlord delivers possession. Elastomer painting shall be
completed by Landlord on or before June 15, 1997.
2.2 OPERATING EXPENSES. Tenant will, during the term of this lease or
extension thereof, manage the property in a professional and
responsible manner. All operating expenses will be paid directly by
Tenant to the respective service providers in a timely fashion. If
Tenant shall fail to keep and preserve the Premises in satisfactory
condition, the Landlord may repair and at its option, put or cause the
same to be put into condition and state of repair necessary, and in
such case the Tenant, on demand, shall pay the costs thereof.
2.3 DEFINITION OF OPERATING EXPENSES. The term "operating expenses"
includes all expenses incurred by Tenant with respect to the
maintenance and operation of the Building, including, but not limited
to, the following: maintenance, repair and replacement costs;
electricity, fuel, water, sewer, gas and other common Building utility
charges; equipment used for maintenance and operation of the Building;
operational expenses; exterior window washing and janitorial services;
trash and snow removal; landscaping and pest control; all services,
supplies, repairs, replacements or other expenses for maintaining and
operating the Building including parking and common areas; and
improvements made to the Building which are required under any
governmental law or regulation that was not applicable to the Building
at the time it was constructed; provided, however, that if, in the
opinion of a licensed service provider retained by landlord any
currently existing HVAC units on the Premises need to be replaced, then
Tenant shall pay $2,500.00 replacement cost for each HVAC unit
replaced, and Landlord shall pay the balance.
2.4 UTILITIES. It is further agreed that Tenant will pay for all charges
for water, electricity, light, heat, gas, power, sewer, steam or other
utilities furnished to said Premises during the term of this lease.
2.5
2.6 SECURITY DEPOSIT. The security deposit set forth in Section 1.6 shall
be held by Landlord for the performance of Tenant's covenants and
obligations under this Lease, it being expressly understood that the
security deposit shall not be considered an advance payment of rental
or a measure of Landlord's damage in case of default by Tenant. Upon
the occurrence of any event of default by Tenant or breach by Tenant of
Tenant's covenants under this Lease, Landlord may, from time to time,
without prejudice to any other remedy, use the security deposit to the
extent necessary to make good any arrears of rent, or to repair any
damage or injury, or pay any expense or liability incurred by Landlord
as a result of the event of default or breach of covenant, and any
remaining balance of the security deposit shall be returned by Landlord
to Tenant upon termination of this Lease. If any portion of the
security deposit is so used or applied, Tenant shall upon ten (10) days
written notice from Landlord, deposit with Landlord by cash or
cashier's check an amount sufficient to restore the security deposit to
its original amount.
2.7 LATE CHARGES. Tenant's failure to pay rent promptly may cause Landlord
to incur unanticipated costs. The exact amount of such costs are
impractical or extremely difficult to ascertain. Such costs may
include, but are not limited to, processing and accounting charges and
late charges which may be imposed on Landlord by any ground lease,
mortgage or trust deed encumbering the Property. Therefore, if Landlord
does not receive any rent payment within five (5) days after it becomes
due, Tenant shall pay Landlord a late charge equal to five percent (5%)
of the overdue amount. The parties agree that such late charge
represents a fair and reasonable estimate of the costs Landlord will
incur by reason of such late payment.
2.8 INTEREST ON PAST DUE OBLIGATIONS. Any amount owed by Tenant to Landlord
which is not paid when due shall bear interest at the rate of ten
percent (10%) per annum from the due date of such amount. However,
interest shall not be payable on late charges to be paid by Tenant
under this Lease. The payment of interest on such amounts shall not
excuse or cure any default by Tenant under this Lease. If the interest
rate specified in this Lease is higher than the rate permitted by law,
the interest rate is hereby decreased to the maximum legal interest
rate permitted by law.
ARTICLE 3. TAXES AND ASSESSMENTS
3.1 The Tenant covenants and agrees to pay as additional rent, before any
fine, penalty, interest or cost may be added thereto for the
non-payment thereof, all real estate taxes, special assessments (as
they become certified to, and payable as, real estate taxes), water
rates and charges, and other governmental charges, general and special,
ordinary and extra-ordinary, unforeseen as well as foreseen, of any
kind and nature whatsoever, including but not limited to assessments
for public improvements or benefits, which shall during the term hereby
demised be laid, assessed, levied or imposed upon or become due and
payable and a lien upon the demised premises or any part thereof.
3.2 For the purpose of petitioning for the adjustment or abatement of or
the amount of any real estate tax or special assessment or contesting
the validity of or the amount of any real estate tax or special
assessment, the Tenant shall be deemed, during the term of this Lease,
to be the owner of the demised premises, and Landlord will cooperate
with Tenant with respect to any proceedings involving such real estate
tax or special assessments.
3.3 Tenant covenants to furnish Landlord within thirty (30) days after the
date upon which any such real estate tax or assessment expense is
payable by the Tenant, as in this Article provided, official receipts
of the appropriate taxing authority, or other proof satisfactory to
Landlord, evidencing the payment thereof.
3.4 Tenant shall have the right to contest the amount or validity of any
real estate tax or assessment expense by appropriate legal proceedings
but this shall not be deemed or construed in any way as relieving,
modifying or extending the Tenant's covenant to pay any such expense at
the time and in the manner in this Article provided. In the event that
Tenant shall contest such expense, at the request of Landlord, Tenant
shall deposit with Landlord a deposit of cash sufficient to pay the
amount of such contested expense, together with all interest and
penalties in connection therewith, and all charges that may or might be
assessed against or be a charge on the Premises or any part thereof in
said legal proceedings. Said deposit shall be held by Landlord without
obligation of paying interest thereon pending a decision of such legal
proceedings.
ARTICLE 4. OCCUPANCY AND USE
4.1 USE. Tenant warrants and represents to Landlord that the Premises shall
be used and occupied only for the purpose as set forth in Section 1.5.
Tenant shall occupy the Premises, conduct its business and control its
agents, employees, invitees and visitors in such a manner as is lawful,
reputable and will not create a nuisance. Tenant shall neither permit
any waste on the Premises to be used in any way which would in the
opinion of Landlord, be extra hazardous on account of fire or which
would in any way increase or render void the fire insurance on the
Building.
4.2 SIGNS. No sign of any type or description shall be erected, placed or
painted in or about the Premises or Building which are visible from the
exterior of the Premises, except those signs submitted to Landlord in
writing. Landlord shall not unreasonably withhold its consent to any
signs requested by Tenant, provided that the signs comply with
municipal requirements.
4.3 COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Tenant, at Tenant's sole
cost and expense, shall comply with all laws, ordinances, orders, rules
and regulations of state, federal, municipal or other agencies or
bodies having jurisdiction over the use, condition or occupancy of the
Premises. Tenant will comply with the reasonable rules and regulations
of the Building adopted by Landlord. Landlord shall have the right at
all times to change and amend the rules and regulations in any
reasonable manner as may be deemed advisable for the safety, care,
cleanliness, preservation of good order and operation or use of the
Building or the Premises. All rules and regulations of the Building
will be sent by Landlord to Tenant in writing and shall thereafter be
carried out and observed by Tenant.
4.4 WARRANTY OF POSSESSION. Landlord warrants that it has the right and
authority to execute this Lease, and Tenant, upon payment of the
required rents and subject to the terms, conditions, covenants and
agreements contained in this Lease, shall have possession of the
Premises during the full term of this Lease as well as any extension or
renewal thereof.
4.5 RIGHT OF ACCESS. Landlord or its authorized agents shall, with prior
notice of at least 24 hours except for emergencies, have the right to
enter the Premises during regular business hours except in emergency
situations, to inspect the same, to show the Premises to prospective
purchasers, Lessees, mortgagees, insurers or other interested parties,
and to improve or repair the Premises or any other portion of the
Building. Tenant hereby waives any claim for damages for injury or
inconvenience to or interference with Tenant's business, any loss of
occupancy or use o the Premises, and any other loss occasioned thereby.
Landlord shall have the right to use any and all means which Landlord
may deem proper to open any door in an emergency without liability
therefor.
ARTICLE 5. UTILITIES AND ACTS OF OTHERS
5.1 BUILDING SERVICES. Tenant shall pay when due, all charges for utilities
furnished to or for the use or benefit of Tenant or the Premises during
the Lease term. Tenant shall have no claim for rebate of rent on
account of any interruption in service.
5.2 THEFT OR BURGLARY. Landlord shall not be liable to Tenant for losses to
Tenant's property or personal injury caused by criminal acts or entry
by unauthorized persons into the Premises or the Building.
ARTICLE 6. REPAIRS AND MAINTENANCE
6.1 LANDLORD REPAIRS. Landlord shall not be required to make any
improvements, replacements or repairs of any kind or character to the
Premises or the Building during the term of this Lease except as are
set forth in this Section. Landlord shall be responsible at its sole
cost, for roof replacement and any repairs covered by warranty contract
with roof installer, structural soundness of foundation, floors and the
exterior walls, and the structural soundness of the Building in
general. Landlord shall not be liable to Tenant, except as expressly
provided in this Lease, for any damage or inconvenience, and Tenant
shall not be entitled to any abatement or reduction of rent by reason
of any repairs, alterations or additions made by Landlord under this
Lease, except for damages, inconvenience or losses resulting from gross
negligence or intentional misconduct of Landlord or its employees or
agents.
6.2 TENANT REPAIRS. Tenant shall, at all times throughout the term of this
Lease, including renewals and extensions, and at its sole expense, keep
and maintain the Premises in a clean, safe, sanitary and first class
condition and in compliance with all applicable laws, codes,
ordinances, rules and regulations. Tenant's obligations hereunder shall
include, but not be limited to the maintenance of the roof (except for
any repairs covered by warranty contract with roof installers) parking
and common areas, doors, corridors as well as the maintenance, repair
and replacement, if necessary, of all heating, ventilation, air
conditioning, lighting and plumbing fixtures and equipment, fixtures,
motors and machinery, all interior walls, partitions, doors and
windows, including the regular painting thereof, all exterior
entrances, windows, doors and docks and the replacement of all broken
glass. When used in this provision, the term "repairs" shall include
replacements or renewals when necessary, and all such repairs made by
the Tenant shall be equal in quality and class to the original work.
The Tenant shall keep and maintain all portions of the Premises and the
sidewalk and areas adjoining the same in a clean and orderly condition,
free of accumulation of dirt, rubbish, snow and ice. If Tenant fails,
refuses or neglects to maintain or repair the Premises as required in
this Lease after notice shall have been given Tenant, in accordance
with this Lease, Landlord may make such repairs, and upon completion
thereof, Tenant shall pay to Landlord all costs plus fifteen percent
(15%) for overhead incurred by Landlord in making such repairs upon
presentation to Tenant of xxxx therefor. Tenant shall only be required
to maintain existing dock door shelters so as to keep them in their
current condition, normal wear and tear excepted.
6.3 TENANT DAMAGES. Tenant shall not cause any damage to any portion of
the Premises or Building or common areas, and at the termination of
this Lease, by lapse of time or otherwise, Tenant shall deliver the
Premises to Landlord in as good condition as existed at the
Commencement Date of this Lease, ordinary wear and tear excepted,
subject to Sections 6.1 and 7.2 hereof. The cost and expense of
repairs necessary to restore the condition of the Premises shall be
borne by Tenant, subject to Sections 6.1 and 7.2 hereof.
ARTICLE 7. ALTERATIONS AND IMPROVEMENTS
7.1 LANDLORD IMPROVEMENTS. At its sole cost, Landlord will complete the
construction of the improvements to the Premises described on Exhibit B
in accordance with plans and specifications attached hereto as Exhibit
B or as otherwise agreed to by Landlord and Tenant, which plans and
specifications are made a part of this Lease by reference. Any changes
or modifications to the approved plans and specifications shall be made
and accepted by written change order or agreement signed by Landlord
and Tenant and shall constitute an amendment to this Lease.
7.2 TENANT IMPROVEMENTS. Tenant shall not make or allow to be made any
alterations or physical additions in or to the Premises without first obtaining
the written consent of Landlord, which consent shall not be unreasonably
withheld, except for those described on Exhibit C. , Tenant agrees to complete
the Required Alterations described on Exhibit C hereto. Landlord hereby consents
to the Required Alterations, and also to Optional Alterations, which may be made
at Tenant's option. Tenant shall have full access to the Premises upon execution
of this Lease to commence the Required Alterations, provided that Tenant shall
cooperate with Landlord's roofing contract or in installing HVAC related
improvements. Any alterations, physical additions or improvements to the
Premises made by Tenant shall at once become the property of Landlord and shall
be surrendered to Landlord upon the termination of this Lease; except that
Tenant, at its option, may elect to remove equipment, furniture and any personal
property installed or supplied by Tenant, so long as Tenant repairs any
resulting damage to the Premises. Landlord may not require Tenant to remove any
physical additions and/or repair any alterations in order to restore the
Premises to the conditions existing at the time Tenant took possession, except
for removal of (i) any back up generator installed by Tenant, and (ii) driveway
connection with 00000 Xxxxxx Xxxxx, both of which Landlord may require Tenant to
remove at Tenant's cost, and restore to prior condition. Any moveable equipment
or furniture owned by Tenant may be removed by Tenant at the end of the term of
this Lease.
7.3 LIEN REMOVAL. During the term, Tenant shall remove, within thirty (30)
days, all liens levied against the Land or Building arising out of work
incurred by or at the request of the Tenant unless such liens are the
subject of a bona fide contest as hereinafter provided. The Tenant
shall, at the Tenant's sole cost and expense, keep all buildings
erected upon the demised premises and the fixtures therein, insured for
the benefit of the Landlord, as the named insured, in an amount
equivalent to the full replacement value thereof (excluding foundation
and excavation costs), (a) against loss or damage by fire and (b)
against such other risk, of a similar or dissimilar nature, as are or
shall be customarily covered with respect to buildings in construction,
general location, use and occupancy to the building then on the demises
premises, including but without limiting the generality of the
foregoing, windstorm, hail, explosion, vandalism, riot and civil
commotion, damage from vehicles and smoke damage. These insurance
provisions shall in no way limit or modify any of the obligations of
the Tenant under any provisions of this Lease.
7.4 CONTESTED LIENS. Tenant shall not be required to pay, discharge or
remove any mechanic's liens, or other imposition or charges against the
Building, or any part thereof, or the improvements at any time situated
thereon, so long as Tenant shall in good faith contest the same or the
validity thereof by appropriate proceedings which shall operate to
prevent the collection of the lien or imposition so contested, or the
forfeiture and/or sale of the Premises to satisfy the same. Pending any
such legal proceedings, Landlord shall not have the right to pay,
remove, or discharge the lien or imposition thereby contested, provided
Tenant shall, prior to the date such lien or imposition is due and
payable, have given such reasonable security as may be required by
Landlord to insure such payments and prevent any sale or forfeiture of
the Premises by reason of such non-payment, not to exceed one hundred
twenty-five percent (I 25 %) of the amount of such lien, including any
penalties and interest charges thereon imposed by law. Nothing in this
Lease shall be construed as a consent by Landlord that would subject
Landlord's estate in the Building to any lien or liability under the
mechanic's lien laws of the State of Minnesota.
7.5 LANDLORD REIMBURSEMENT. Upon substantial completion by Tenant of
substantially all interior Required Alterations, as described on the
attached Exhibit C, Landlord shall pay $45,000.00 to Tenant, as
evidenced by an invoice and mechanic's lien waiver supplied to Landlord
by Tenant.
ARTICLE 8. CASUALTY AND INSURANCE
8.1 SUBSTANTIAL DESTRUCTION. If all or a substantial portion (more than 50%
of the floor area) of the Premises or the Building should be totally
destroyed by fire or other casualty, or if the Premises or the Building
should be damaged so that rebuilding cannot reasonably be completed
within one hundred eighty (180) working days after the date of written
notification by Tenant to Landlord of the destruction, or if insurance
proceeds are not made available to Landlord (through no fault of
Landlord), this Lease shall terminate within sixty (60) days following
the occurrence, and the rent shall be abated for the unexpired portion
of the Lease effective as of the date of the casualty.
8.2 PARTIAL DESTRUCTION. If the Premises should be partially damaged by
fire or other casualty, and rebuilding or repairs can reasonably be
completed within one hundred eighty (180) working days from the date of
written notification by Tenant to Landlord of the destruction, and
insurance proceeds are available to Landlord for restoration, this
Lease shall not terminate, and Landlord shall at its sole risk and
expense proceed with reasonable diligence to rebuild or repair the
Building or other improvements to substantially the same condition in
which they existed prior to the damage. If the Premises are to be
rebuilt or repaired and are untenantable in whole or in part following
the damage, the rent payable under this Lease during the period for
which the Premises are untenantable shall be adjusted to such an extent
as may be fair and reasonable under the circumstances. In the event
that Landlord fails to complete the necessary repairs or rebuilding
within one hundred eighty (180) working days from the date of written
notification by Tenant to Landlord of the destruction, Tenant may at
its option to terminate this Lease by delivering written notice of
termination to Landlord, whereupon all rights and obligations under
this Lease shall cease to exist, or pursue an action for specific
performance (but not damages) against Landlord.
8.3 PROPERTY INSURANCE. Tenant shall during the term hereof, keep in full
force and effect at its expense a policy of all risk casualty insurance
for the full insurable value of the Building, naming Landlord as loss
payee and an additional insured. Landlord shall not be obligated in any
way or manner to insure any personal property (including, but not
limited to, any furniture, machinery, goods or supplies) of Tenant upon
or within the Premises, any fixtures installed or paid for by Tenant
upon or within the Premises, Tenant shall maintain property insurance
on its personal property and shall also maintain plate glass insurance.
Tenant shall have no right in or claim to the proceeds of any policy of
insurance maintained by Landlord even if the cost of such insurance is
borne by Tenant as set forth in Article 2.
8.4 WAIVER OF SUBROGATION. Anything in this Lease to the contrary
withstanding, Landlord and Tenant hereby waive and release each other
of and from any and all right of recovery, claim, action or cause of
action, against each other, their agents, officers and employees, for
any loss or damage that may occur to the Premises, the improvements of
the Building or personal property within the Building, by reason of
fire or other insurable casualty, regardless of cause or origin,
including negligence of Landlord or Tenant and their agents, officers
and employees. Landlord and Tenant agree immediately to give their
respective insurance companies which have issued policies of insurance
covering all risk of direct physical loss, written notice of the terms
of the mutual waivers contained in this Section.
8.5 PUBLIC LIABILITY INSURANCE. Tenant shall during the term hereof keep in
full force and effect at its expense a policy or policies of public
liability insurance with respect to the Premises and the business of
Tenant, on terms and with companies approved in writing by Landlord,
such approval not to be withheld unreasonably, in which both Tenant and
Landlord shall be covered by being named as insured parties under
reasonable limits of liability not less than $1,000,000, combined
single limit coverage for injury or death. Such policy or policies
shall provide that thirty (30) days' written notice must be given to
Landlord prior to cancellation thereof. Tenant shall furnish evidence
satisfactory to Landlord at the time this Lease is executed that such
coverage is in full force and effect.
ARTICLE 9. CONDEMNATION
9.1 SUBSTANTIAL TAKING. If all or a substantial part of the Premises are
taken for any public or quasi-public use under any governmental law,
ordinance or regulation, or by right of eminent domain or by purchase
in lieu thereof, and the taking would prevent or materially interfere
with the use of the Premises for the purpose for which it is then being
used, this Lease shall terminate and the rent shall be abated during
the unexpired portion of this Lease effective on the date physical
possession is taken by the condemning authority. Tenant shall have no
claim to the condemnation award or proceeds in lieu thereof, except
that Tenant shall be entitled to a separate award for the cost of
removing and moving its personal property.
9.2 PARTIAL TAKING. If all or a substantial part of the Premises are taken
for any public or quasi-public use under any governmental law,
ordinance or regulation, or by right of eminent domain or by purchase
in lieu thereof, and this Lease is not terminated as provided in
Section 9.1 above, the rent payable under this Lease during the
unexpired portion of the term shall be adjusted to such an extent as
may be fair and reasonable under the circumstances. Tenant shall have
no claim to the condemnation award or proceeds in lieu thereof, except
that Tenant shall be entitled to a separate award for the cost of
removing and moving its personal property.
ARTICLE 10. ASSIGNMENT OR SUBLEASE
10.1 LANDLORD ASSIGNMENT. Landlord shall have the right to sell, transfer or
assign, in whole or in part, its rights and obligations under this
Lease and in the Building, provided that Landlord also transfers to its
assignee the security deposit and any other unearned funds or property
of Tenant. Any such sale, transfer or assignment shall operate to
release Landlord from any and all liabilities under this Lease arising
after the date of such sale, assignment or transfer.
10.2 TENANT ASSIGNMENT. Tenant shall not assign, in whole or in part, this
Lease, or allow it to be assigned, in whole or in part, by operation of
law or otherwise (including without limitation by transfer of a
majority interest of stock, merger, or dissolution, which transfer of
majority interest of stock, merger or dissolution shall be deemed an
assignment) or mortgage or pledge the same, or sublet the Premises, in
whole or in part, without the prior written consent of Landlord, which
shall not be unreasonably withheld or delayed, and in no event shall
said such assignment or sublease ever release Tenant or any guarantor
from any obligation or liability hereunder. Notwithstanding anything in
this Lease to the contrary, in the event of any assignment or sublease,
any option or right of first refusal granted to Tenant shall not be
assignable by Tenant to any assignee or sublessee. No assignee or
sublessee of the Premises or any portion thereof may assign or sublet
the Premises or any portion thereof.
10.3 CONDITIONS OF ASSIGNMENT. If Tenant desires to assign or sublet all or
any part of the Premises, it shall so notify Landlord at least seven
(7) days in advance of the date on which Tenant desires to make such
assignment or sublease. Tenant shall provide Landlord with a copy of
the proposed assignment or sublease and such information as Landlord
might request concerning the proposed sublessee or assignee to allow
Landlord to make informed judgments as to the financial condition,
reputation, operations and general desirability of the proposed
sublessee or assignee. Within three (3) days after Landlord's receipt
of Tenant's proposed assignment or sublease and all required
information concerning the proposed subleases or assignee, Landlord
shall notify Tenant in writing whether it consents to the assignment or
sublease. Refusal shall be deemed to have been exercised unless
Landlord gives Tenant written notice providing otherwise. Upon the
occurrence of an event of default, if all or any part of the Premises
are then assigned or sublet, Landlord, in addition to any other
remedies provided by this Lease or provided by law, may, at its option,
collect directly from the assignee or sublessee all rents becoming due
to Tenant by reason of the assignment or sublease, with any sums
collected to be applied to the rent then or next due hereunder. Any
collection directly by Landlord from the assignee or sublessee shall
not be construed to constitute a novation or a release of Tenant or any
guarantor from the further performance of its obligations under this
Lease.
10.4 RIGHTS OF MORTGAGE. Tenant accepts this Lease subject and subordinate
to any recorded mortgage presently existing or hereafter created upon
the Building and to all existing recorded restrictions, covenants,
easements and agreements with respect to the Building. Landlord is
hereby irrevocably vested with full power and authority to subordinate
Tenant's interest under this Lease to any first mortgage lien hereafter
placed on the Premises, and Tenant agrees upon demand to execute
additional instruments subordinating this Lease as Landlord may
require. If the interests of Landlord under this Lease shall be
transferred by reason of foreclosure or other proceedings for
enforcement of any first mortgage or deed of trust on the Premises,
Tenant shall be bound to the transferee (sometimes called the
'Purchaser") under the terms, covenants and conditions of this Lease
for the balance of the term remaining, including any extensions or
renewals, with the same force and effect as if the Purchaser were
Landlord under this Lease, and, if requested by the Purchaser, Tenant
agrees to attorn to the Purchaser, including the first mortgagee under
any such mortgage if it be the Purchaser, as its Landlord.
Notwithstanding the foregoing, Tenant shall not be disturbed in its
possession of the Premises so long as Tenant is not in default
hereunder, and Landlord shall obtain from any existing mortgage holder,
prior to the Commencement Date, an appropriate subordination and
non-disturbance agreement.
10.5 TENANT'S STATEMENT. Tenant agrees to furnish, from time to time, within
ten (10) days after receipt of a request from Landlord or Landlord's
mortgagee, a statement certifying, if applicable, the following: Tenant
is in possession of the Premises; the Premises are acceptable; the
Lease is in full force and effect; the Lease is unmodified; Tenant
claims no present charge, lien, or claim or offset against rent; the
rent is paid for the current month, but is not prepaid for more than
one month and will not be prepaid for more than one month in advance;
there is no existing default by reason of some act or omission by
Landlord; and such other matters as may be reasonably required by
Landlord or Landlord's mortgagee. Tenant's failure to deliver such
statement, in addition to being a default under this Lease, shall be
deemed to establish conclusively that this Lease is in full force and
effect except as declared by Landlord, that Landlord is not in default
of any of its obligations under this Lease, and that Landlord has not
received more than one month's rent in advance. Tenant agrees to
furnish, from time to time, within ten (10) days after receipt of a
request from Landlord, a current financial statement of Tenant,
certified as true and correct by Tenant.
ARTICLE 11. DEFAULT AND REMEDIES
11.1 DEFAULT BY TENANT. The following shall be deemed to be events of
default ("Default") by Tenant under this Lease: (1) Tenant shall fail
to pay within five days of when due any installment of rent or any
other payment required pursuant to this Lease; (2) Tenant shall fail
to comply with any term, provision or covenant of this Lease, other
than the payment of rent, and the Tenant fails to commence to cure
such failure within ten (10) days after written notice to Tenant or
shall fail to thereafter diligently complete such cure; or (3) Tenant
shall file a petition or if an involuntary petition is filed against
Tenant, or becomes insolvent, under any applicable federal or state
bankruptcy or insolvency law or admit that it cannot meet its
financial obligations as they become due; or a receiver or trustee
shall be appointed for all or substantially all of the assets of
Tenant; or Tenant shall make a transfer in fraud of creditors or
shall make an assignment for the benefit of creditors.
In the event that an order for relief is entered in any case under
Title 11, U.S.C. (the "Bankruptcy Code") in which Tenant is the
debtor and: (A) Tenant as debtor-in-possession, or any trustee who
may be appointed in the case (the 'Trustee') seeks to assume the
Lease, then Tenant, or Trustee if applicable, in addition to
providing adequate assurance described in applicable provisions of
the Bankruptcy Code, shall provide adequate assurance to Landlord of
Tenant's future performance under the Lease by depositing with
Landlord a sum equal to the lesser of twenty-five percent (25%) of
the rental and other charges due for the balance of the Lease term of
six (6) months's rent ("Security"), to be held (without any allowance
or interest thereon) to secure Tenant's obligation under the Lease,
and (B) Tenant, or Trustee if applicable, seeks to assign the Lease
after assumption of the same, then Tenant, in addition to providing
adequate assurance described in applicable provisions of the
Bankruptcy Code, shall provide adequate assurance to Landlord of the
proposed assignee's future performance under the Lease by depositing
with Landlord a sum equal to the Security to be held (without any
allowance or interest thereon) to secure performance under the Lease.
Nothing contained herein expresses or implies, or shall be construed
to express or imply, that Landlord is consenting to assumption and/or
assignment of the Lease by Tenant, and Landlord expressly reserves
all of its rights to object to any assumption and/or assignment of
the Lease. Neither Tenant nor any Trustee shall conduct or permit the
conduct of any "fire," "bankruptcy, 1. "going out of business" or
auction sale in or from the Premises.
11.2 REMEDIES FOR TENANT'S DEFAULT. Upon the occurrence of a Default as
defined above, Landlord may elect, with ten (10) days prior written
notice to Tenant, either (i) to cancel and terminate this Lease and
this Lease shall not be treated as an asset of Tenant's bankruptcy
estate, or (ii) to terminate Tenant's right to possession only
without canceling and terminating Tenant's continued liability under
this Lease. Notwithstanding the fact that initially Landlord elects
under (ii) to terminate Tenant's right to possession only, Landlord
shall have the continuing right to cancel and terminate this Lease by
giving ten (10) days' written notice to Tenant of such further
election, and shall have the right to pursue any remedy at law or in
equity that may be available to Landlord.
In the event of election under (ii) to terminate Tenant's right to
possession only, Landlord may, at Landlord's option, enter the
Premises and take and hold possession thereof, without such entry
into possession terminating this Lease or releasing Tenant in whole
or in part from Tenant's obligation to pay all amounts hereunder for
the full stated term. Upon such re-entry, Landlord may remove all
persons and property from the Premises and such property may be
removed and stored in a public warehouse or elsewhere at the cost and
for the account of Tenant, without becoming liable for any loss or
damage which may be occasioned thereby. Such re-entry shall be
conducted in the following manner: without resort to judicial process
or notice of any kind if Tenant has abandoned or voluntarily
surrendered possession of the Premises; and, otherwise, by resort to
judicial process. Upon and after entry into possession without
termination of the Lease, Landlord shall use reasonable efforts to
relet the Premises, or any part thereof, to any one other than the
Tenant, for such time and upon such terms as are commercially
reasonable. Landlord may make alterations and repairs to the Premises
to the extent deemed by Landlord reasonably necessary or desirable.
Upon such re-entry, Tenant shall be liable to Landlord as
follows:
A. For reasonable attorneys' fees incurred by
Landlord in connection with exercising any remedy
hereunder;
B. For the unpaid installments of base rent,
additional rent or other unpaid sums which were
due prior to such re-entry, including interest and
late payment fees, which sums shall be payable
immediately;
C. For the installments of base rent, additional
rent, and other sums falling due pursuant to the
provisions of this Lease for the period after
re-entry during which the Premises remain vacant,
including late payment charges and interest, which
sums shall be payable as they become due
hereunder;
D. For all reasonable expenses incurred in releasing
the Premises, including leasing commissions,
attorneys, fees, and costs of reasonable
alteration or repairs, which shall be payable by
Tenant as they are incurred by Landlord; and
E. While- the Premises are subject to any new lease
or leases made pursuant to this Section, for the
amount by which the monthly installments payable
under such new lease or leases is less than the
monthly installment for all charges payable
pursuant to this Lease, which deficiencies shall
be payable monthly.
Notwithstanding Landlord's election to terminate Tenant's right to
possession only, and notwithstanding any reletting without termination,
Landlord, at any time thereafter, may elect to terminate this Lease,
and to recover (in lieu of the amounts which would thereafter be
payable pursuant to the foregoing, but not in diminution of the amounts
payable as provided above before termination), as damages for loss of
bargain and not as a penalty, an aggregate sum equal to the amount by
which the rental value of the portion of the term unexpired at the time
of such election is less than an amount equal to the unpaid base rent,
which deficiency, discounted at an annual percentage rate of 10% (to
reflect the time value of money), shall be due to Landlord as of the
time Landlord exercises said election, notwithstanding that the term
had not expired. If Landlord, after such re-entry, leases the Premises
in accordance with this Lease, then the rent payable under such new
Lease shall be conclusive evidence of the rental value of the unexpired
portion of the term of this Lease.
If this Lease shall be terminated by reason of bankruptcy or insolvency
of Tenant, Landlord shall be entitled to recover from Tenant or
Tenant's estate, as liquidated damages for loss of bargain and not as a
penalty, the amount determined by the immediately preceding paragraph.
11.3 LANDLORD'S RIGHT TO PERFORM FOR ACCOUNT OF TENANT. If either party
shall be in default under this Lease, the non-defaulting party may cure
the default at any time for the account and at the expense of the
defaulting party, if the defaulting party fails to cure, or commence to
cure, such default within ten (10) days of written notice thereof from
the defaulting party. The defaulting party shall reimburse the
non-defaulting party upon demand for any amount expended by the
non-defaulting party in connection with the cure, including, without
limitation, attorneys' fees and interest.
11.4 INTEREST, ATTORNEY'S FEES AND LATE CHARGE. In the event of a Default by
Tenant: (1) if a monetary Default, interest shall accrue on any sum due
and unpaid at the rate of the lesser of ten percent (10 %) per annum or
the highest rate permitted by law and, if Landlord places in the hands
of an attorney the enforcement of all or any part of this Lease, the
collection of any rent due or to become due or recovery of the
possession of the Premises, Tenant agrees to pay Landlord's costs of
collection, including reasonable attorney's fees for the services of
the attorney, whether suit is actually filed or not. Other remedies for
nonpayment of rent notwithstanding, if the monthly rental payment or
any other payment due from Tenant to Landlord is not received by
Landlord on or before the fifth (5th) day of the month for which the
rent is due, a late payment charge of five percent (5%) of such past
due amount shall become due and payable in addition to such amounts
owed under this Lease.
11.5 ADDITIONAL REMEDIES, WAIVERS, ETC.
A. The rights and remedies of Landlord set forth
herein shall be in addition to any other right and
remedy now and hereafter provided by law. All
rights and remedies shall be cumulative and not
exclusive of each other. Landlord may exercise its
rights and remedies at any time, in any order, to
any extent, and as often as Landlord deems
advisable without regard to whether the exercise
of one right or remedy precedes, concurs with or
succeeds the exercise of another.
B. A single or partial exercise of a right or remedy
shall not preclude a further exercise thereof, or
the exercise of another right or remedy from time
to time.
C. No delay or omission by Landlord in exercising a
right or remedy shall exhaust or impair the same
or constitute a waiver of, or acquiesce to, a
Default.
D. No waiver of Default shall extend to or affect any
other Default or impair any right or remedy with
respect thereto.
E. No action or inaction by Landlord shall constitute
a waiver of Default.
F. No waiver of a Default shall be effective unless
it is in writing and signed by Landlord.
ARTICLE 12. RENEWAL OPTION
12.11 RENEWAL OPTION. Tenant shall have the option to renew this Lease for an
additional term of two (2) years from December 1, 1999 through November
30, 2001 ("Renewal Term"), by giving written notice to Landlord of the
exercise of such option by June 1, 1999. The Renewal Term, if
exercised, shall be upon the same terms and conditions as contained
herein, except for Basic Rent. The base rental rate will be as follows:
Months Monthly Base Rent Annual Base Rent
1-24 $21,780.00 $261,360.00
ARTICLE 13. AMENDMENT AND LIMITATION OF WARRANTIES
13.1 ENTIRE AGREEMENT. It is expressly agreed by Tenant, as a material
consideration for the execution of this Lease, that this Lease, with
the specific references to written extrinsic documents, is the entire
agreement of the parties: that there are, and were, no verbal
representations, warranties, understandings, stipulations, agreements
or promises pertaining to this Lease or to the expressly mentioned
written extrinsic documents not incorporated in writing in this Lease.
13.2 AMENDMENT. This Lease may not be altered, waived, amended or extended
except by an instrument in writing signed by Landlord and Tenant.
13.3 LIMITATION OF WARRANTIES. Landlord and Tenant expressly agree that
there are and shall be no implied warranties or merchantability,
habitability, fitness for a particular purpose or of any other kind
arising out of this Lease, and there are no warranties which extend
beyond those expressly set forth in this Lease.
ARTICLE 14. MISCELLANEOUS
14.1 SUCCESSORS ASSIGNS. This Lease shall be binding upon and inure to the
benefit of Landlord and Tenant and their respective heirs, personal
representatives, successors and assigns. It is hereby covenanted and
agreed that should Landlord's interest in the Premises cease to exist
for any reason during this Lease, then notwithstanding the happening of
such event this Lease nevertheless shall remain unimpaired and in full
force and effect, and Tenant hereunder agrees to attorn to the then
owner of the Premises.
14.2 USE OR RENT TAX. If applicable in the jurisdiction where the Premises
are issued, Tenant shall pay and be liable for all rental, sales and
use taxes or other similar taxes, except to the extent in lieu of or
supplemental to income taxes. If any, levied or imposed by any city,
state, county or other governmental body having authority, such
payments to be in addition to all other payments required to be paid to
Landlord under the terms of this Lease. Any such payment shall be paid
concurrently with the payment of the rent, additional rent, operating
expenses or other charge upon which the tax is based as set forth
above.
14.3 ACT OF GOD. Neither party shall not be required to perform any covenant
of obligation in this Lease, or be liable in damages to the other
party, so long as the performance or nonperformance of the covenant or
obligation is delayed, caused or prevented by an act of God, force
majeure or by the other party.
14.4 HEADINGS. The section headings appearing in this Lease are inserted
only a matter of convenience and in no way define, limit, construe or
describe the scope or intent of any Section.
14.5 NOTICE. All rent and other payments required to be made by Tenant shall
be payable to Landlord at the address set forth in Section 1.8. All
payments required to be made by Landlord to Tenant shall be payable at
the address set forth in Section 1.8, or at any other address within
the United States as Tenant may specify from time to time by written
notice. Any notice or document required or permitted to be delivered by
the terms of this Lease shall be deemed to be delivered (whether or not
actually received) when deposited in the United States Mail, postage
prepaid, certified mail, return receipt requested, addressed to the
parties at the respective addresses set forth in Section 1.8.
14.6 TENANT'S AUTHORITY. If Tenant executes this Lease as a corporation,
each of the persons executing this Lease on behalf of Tenant does
hereby personally represent and warrant that Tenant is a duly
authorized and existing corporation, that Tenant is qualified to do
business in the state in which the Premises are located, that the
corporation has full right and authority to enter into this Lease, and
that each person signing on behalf of the corporation is authorized to
do so.
14.7 HAZARDOUS SUBSTANCES. Tenant shall not bring or store or handle on the
Premises or Building any asbestos, petroleum or petroleum products,
explosives, toxic materials, or substances defined as hazardous wastes,
hazardous material, or hazardous substances under any federal, state,
or local law or regulation ("Hazardous Materials") in violation of
applicable law. Tenant's violation of the foregoing prohibition shall
constitute a material breach and default hereunder and Tenant shall
indemnify, hold harmless and defend Landlord from and against any
claims, damages, penalties, liabilities, and costs (including
reasonable attorney fees and court costs) caused by or arising out of
(i) a violation of the foregoing prohibition or (ii) the presence of
any Hazardous Materials released by Tenant on, under, or about the
Premises or the Building during the term of the Lease. Tenant shall
immediately give Landlord written notice of any suspected breach of
this paragraph or upon learning of the presence of any release by
Tenant of any Hazardous Materials, or upon receiving any notices from
governmental agencies pertaining to Hazardous Materials which may
affect the Premises or the Building. The obligations of Tenant and
Landlord hereunder shall survive the expiration of earlier termination,
for any reason, of this Lease. Landlord shall indemnify and hold Tenant
harmless from any cost, expense, claim or liability charged or claimed
against Tenant related to the presence of any Hazardous Materials first
released or brought upon the Premises prior to the Commencement Date.
14.8 SEVERABILITY. If any provision of this Lease or the application thereof
to any person or circumstances shall be invalid or unenforceable to any
extent, the remainder of this Lease and the application of such
provisions to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.
14.9 BROKERAGE. Landlord and Tenant each represents and warrants to the
other that there is no obligation to pay any brokerage fee, commission,
finder's fee or other similar charge in connection with this Lease,
other than fees due to CB Commercial and Xxxx which are the
responsibility of Landlord. Each party covenants that it will defend,
indemnify and hold harmless the other party from and against any loss
or liability by reason of brokerage or similar services alleged to have
been rendered to, at the instance of, or agreed upon by said
indemnifying party. Notwithstanding anything herein to the contrary,
Landlord and Tenant agree that there shall be no brokerage fee or
commission due on expansions, options or renewals by Tenant.
14.10 SUBMISSION OF LEASE. Submission of this Lease to Tenant for signature
does not constitute a reservation of space or an option to lease. This
Lease is not effective until execution by and delivery to both Landlord
and Tenant.
ARTICLE 15: XXXX SUBLEASE
15.1 XXXX SUBLEASE. Tenant's obligations under this Lease are contingent
upon the execution and performance by Xxxx Corporation of a Sublease in
accordance with the Sublease attached hereto as Exhibit D-1.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease effective the
day and year first above written.
LANDLORD: TENANT:
By: /s/ X. X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
Its: Owner Its: Chief Operating Officer
Date: 11/18/96 Date: 11/14/96
CONSULT YOUR ATTORNEY: This document has been prepared for approval by your
attorney. No representation or recommendation is made by Broker as to the legal
sufficiency, legal effect, or tax consequence of this document or the
transaction to which it relates. These are questions for your attorney and
financial advisors.
EXHIBIT A
Site Plan
(Exhibit A is a diagram of the building site)
[DIAGRAM OMITTED]
EXHIBIT B
LANDLORD IMPROVEMENTS:
Landlord, at its sole expense, without recapture, will:
* Pave and stripe the parking lots pursuant to the attached Exhibit B-1.
* Caulk and seal the exterior walls and paint exterior with an elastomer
paint TO create a seat to prevent moisture.
* Landlord will replace the refrigerator in the model kitchen area.
* Landlord will have the roof replaced, as described on the attached
Exhibit B-2.
* Make the following repairs:
(a) Change the locking mechanism in the upper and lower entrances to
the office space to prevent people from becoming locked in the
vestibule.
(b) Seal leak in the lower level windows in the lunch room area.
(c) On the westerly corner of the north wall, there is a protruding
pipe which shall be sealed to the block to prevent moisture
penetration.
(d) Replace/repair the glass and bulbs in the light standards in the
upper parking lot.
(e) The crack between the walkway and the front door to the second
level office shall be filled with cement or rubber.
* Remove existing signage and repair resulting damage. Landlord reserves
the right to maintain directional signage to the Xxxx Company's space,
which is satisfactory to Tenant, who shall not withhold its consent to
such directional signage unreasonably.
* Landlord will have all existing HVAC equipment inspected (with Tenant
to accompany inspector) and maintained to ensure that all HVAC
equipment is in good operating condition as of the Lease commencement.
EXHIBIT B-1
(paving contract WITH specifications)
(Exhibit B-1 is a quotation from The Xxxx Company, General
Contractors for $49,470 for parking lot repair at 0000 Xxxxxxxx
Xxx, Xxxx Xxxxxxx, XX and a diagram of the parking areas.)
EXHIBIT B-2
(Roof Replacement Contract with Specifications)
(Exhibit B-2 is a quotation from Rayco Construction, Inc. for
$248,283.00 of roof repair at 0000 Xxxxxxxx Xxx, Xxxx Xxxxxxx, XX
and a diagram of the roof.)
EXHIBIT C
TENANTS ALTERATIONS AND IMPROVEMENTS:
Tenant plans on making the Required Alterations before occupying the Building
for use in early 1997. Optional Alterations will be made at the sole option of
Tenant and, if undertaken, will be completed later in the lease term. All items,
both Required and Optional, are hereby approved by Landlord, according to
Article 7.2.
REQUIRED ALTERATIONS
1. DOOR: Add 3' employee entrance door on north wall between posts A7 & A8.
Widening of existing paving for roll up door will be necessary near the
door.
2. SIDEWALK: Run sidewalk from the north parking lot to employee entrance door
on north wall near post A4. An air lock vestibule will be constructed
inside that entrance door.
3. Build interior demising walls along the C column line, along post 4 line
from post A4 (north wall) to post 4C, and along post line 2 from C2 to the
shipping/receiving office northeast corner; paint interior surface of
exterior walls.
4. CEILING: Install drop ceiling to 12' clear height and drop sprinklers per
appropriate codes; or, in the alternative, install ceiling insulation and
new lighting, leaving ceilings at present height.
5. AIR COMPRESSOR: Enclose air compressor in northwest corner of bay A. Run
distribution lines as necessary.
6. PHONE DATA LINES: Run fiber optics and phone lines to building from 00000
Xxxxxx Xxxxx.
7. DRIVEWAY. Construct 24' driveway connection from southwest xxxxx of
property to northwest xxxxx of 00000 Xxxxxx Xxxxx.
8. HVAC: Install roof top units in Bays A & B, install roof penetrations for
possible future HVAC.
9. WALL CHANGES: Demolish walls in mezzanine area and construct five offices.
Demolish customer counter and walls nearby and leave open for testing
machines, office cubicles.
10. SECURITY: Update existing Honeywell system or install new including badges.
Rekey doors.
11. OUTSIDE LIGHTING: Replace existing flood lights with higher output
lighting.
12. SIGNAGE: Install directional signs and dock identification numbers, and
informational and tenant identification signs.
13. FLOORS: Clean, reseal as necessary, in warehouse areas.
14. STAIRWAY: Install interior stairway with exterior exit in office area.
15. BATHROOMS: Install handicap style bathroom(s) near warehouse area.
16. LANDSCAPING: As needed, to commercially reasonable standards.
17. EXTERIOR DOORS: Install firewall for one drive in door, replace other drive
in door with three man doors.
OPTIONAL ALTERATIONS
1. PARKING: Expand parking lot north of building.
2. WALKWAY: Enclosed or covered walkway between Commerce Way and Xxxxxx Drive
buildings.
3. WALL CHANGES: Remove demising wall from post C4 to post C7. Install
demising wall from shipping/receiving office to existing wall near column
G2.
4. HVAC: Install roof top units for Bays C, D, E & F.
5. AIR COMPRESSOR: Install additional air compressor in bay D.
6. GENERATOR: Install backup generator outside Building.
7. DOCK PROTECTION: As needed for four northerly dock doors, similar to
existing Formelt protection on two most southerly dock doors.
EXHIBIT D-1
(Xxxx Corporation Sublease)
(Exhibit D-1 is a copy of the the sublease from CB Commercial Real Estate Group,
Inc. for the 14,000 square feet sublet by Xxxx Corporation at 0000 Xxxxxxxx Xxx,
Xxxx Xxxxxxx, XX.)
