LEASE OF
Exhibit 10.10
LEASE OF |
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COMMERCIAL SPACE STANDARD |
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Effective Date: |
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County and State where property is located I Maricopa, Arizona |
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LESSOR (Name, Address and Zip Code) |
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LESSEE (Name, Address and Zip Code) |
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NO Partners |
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Sensory Science Corp. |
(an Arizona General Partnership) |
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0000 X. XxXxxxx Xxxxx |
0000 X. Xxxxxxxx Xxxx, Xxxxx 000 |
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Xxxxxxxxxx, XX 00000 |
Scottsdale, AZ -85260
Attorney For Lessor
Attorney For Lessee
Subject Leased Premises (Address or Location of Building)
Description of Space (Square Feet and Location within building)
Suites 1 & 2 13,100 Sq. Pt.
Diagram of space is attached as an addendum
Subject Leased Premises (Legal Description of Building and Land in which space is located)
0000 X. XxXxxxx Xxxx, Xxxxxxxxxx, XX 00000
Improvements to be made by Lessor (Describe in detail the construction, alteration, repairs or other improvements, if any, to be made by Lessor)
Plans and Specifications are attached as an addendum, Improvements shall be completed by: Improvements to be made by Lessee (Describe in detail the construction, alteration, repairs or other improvements, if any, to be made by Lessee)
Plans and Specifications are attached as an addendum, Improvements shall be completed by: Personal Property included with Lease (List all moveable property or property which shall be moved in and attached as fixtures for Lessee)
A detailed list is attached as an addendum
PART ONE SPECIFIC PROVISIONS FOR LEASE OF COMMERCIAL SPACE, STANDARD
Plus an: Increases in the base rent calculated on; Increases in cost of fire insurance, $ Increases in real estate taxes or other taxes charged the Lesser as a result of the ownership of the building. Plus Sales or Transaction Tax charged by any governmental entity on the rental transaction.
Common maintenance costs as follows:
See Attached Section 7.1
Plus
Security Deposit of $
Plus
Late Payment penalty of each rent payment when the payment is made more than 10 days after it is due.
common area maintenance charges, if any. The base rent for the term shall be the monthly base rent multiplied by the number of months in the term of this lease:
1.8Tax on Assessment Escalation
If paragraph 1.3 provides for increase in base rent because of tax increases, then this provision becomes applicable. Since the base rent is predicated upon the real property taxes and property taxes or assessments against the building or real property, of which the leased premises are a part, increase from what additional rent which portion is equal to the proportion which the leased premises bear to the entire building. The additional rent rebuilding from the increased tax or assessments shall be retroactive to the date the increased taxes or assessments first took effect.
1.13 Utilities, Insurance and Other Expenses shall be allocated as follows: Expense Description Paid by Lessor Paid by Xxxxxx
Comments or Qualifications
PRORATED |
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Water |
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In-Suite Plumbing |
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Electricity |
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Fire and Casually Insurance of Building |
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Fire and Casualtv Insurance of lessees Property |
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Personal Liability Insurance |
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Theft Insurance |
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Trash Removal” |
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PRORATED |
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*LIMITED TO NORMAL OFFICE WASTE. THE DUMPSTER 1S NOT TO BE USED FOR DISPOSAL OF COMMERCIAL OR INDUSTRIAL WASTE.
1.14 Maximum Legal Interest. I any monics are owed under the terms of this lease, all o i c provision of the -lease notwithstanding, the parties intend that the party owing sums to the other as the result of performances under the lease, shall incur as a penalty the maximum legal rate of interest that is in effect at (lie time of the accrual of the charge. Interest thus imposed shall
be charged also on any costs, legal fees, or any other obligation arising out of )[‘s lease. If the laws or the state which govern this lease have no maximum legal interest limit, the rate shall be 12%.
Lessor and Xxxxxx shall promptly deliver to one another die original or originals; or a true and exact copy, of any and all such polity or policies of insurance.
Lessee shall not carry any stock of goods or do or omit to do any act in or about the leased premises which will in any way impair or invalidate the obligation of any policy of insurance on or in reference to die ]cased premises or the building in which the leased premises are situated. Xxxxxx agrees to pay upon demand, as additional rent, any increase in premiums for insurance that may he charged during the term of this lease on the amount of insurance to be carried by Lessor on ft leased premises or the building in which the ]cased premises are situated, resulting from the business carried on in the leased premises by Xxxxxx, whether or not Lessor has consented to same.
The parties shall use good faith efforts to have any and all fire, extended coverage, or any and all material damage insurance which may be carried endorsed with the following subrogation clause. “This insurance shall not be invalid should the insured waive in writing, prior to a loss, any and all right of the coverage against any party for loss occurring to the property described herein.”
Xxxxxx and Xxxxxx mutually agree that any right of subrogation afforded the insurance carriers of their respective property . insurance policies relative to real or personal property situated in or on the leased promises is waived; and the parties undertake to give their respective insurance carriers notice of this waiver.
Lessee shall promptly deliver to Lessor the original or originals, or a true and exact copy, of any and all such policy or policies of insurance.
All policies shall contain a written obligation of the insurer to notify Lessor in writing at least ten days prior to any cancellation thereof.
Per attached Section 7.2
General Lab and Office Use
a. Space will be provided in the building to Lessee on a first right of refusal basis.
b. The terms of the lease for the additional spice shall be negotiated between Xxxxxx and lessee at die time die space is provided.
x. Xxxxxx deliver written notice in writing to Lessee the availability of less than 30 days before the space is to be provided by Lessor, prior to space being offered to the general market.
These regulations are imposed for the cleanliness, good appearance, proper maintenance. good order and reasonable use of the premises and the building, and as may be necessary for the proper enjoyment of the building by all tenants and their clients, customers and employees.
The rules and regulations maybe changed from time to time on reasonable notice to Lessee, Breach of building rules and regulations shall not be grounds for termination of the lease unless Lessee continues to breach them after ten days written notice by Xxxxxx, and then only in the event such rules or regulations have been made for the above stated purpose.
Subject to reasonable rules and regulations to be promulgated by Lessor, the public portions of the Common Area are hereby made available to Lessee and its employees, agents, customers, and invitees for reasonable use in common with other tenants, their employees, agents, customers, invitees and Lessor for the purpose for which constructed.
Lessor hereby grants to Lessee and Xxxxxx’s agents, employees and invitees the right, during the term hereof, to use, in common with others entitled to the use thereof, such truck way service corridors, service elevator and loading docks subject to such reasonable regulations as Lessor shall make from time to time.
Xxxxxx further agrees to receive and deliver goods and merchandise and to remove all garbage and refuse only by way of the truckway and loading docks designated by Lessor for lessor use.
Lessor may from time to time temporarily close portions of the Common Area, erect private boundary marks or lake further appropriate action to prevent the acquisition of public rights and such action shall not be deemed an eviction or disturbance of lessees use of the [eased premises.
Lessee shall have, and is hereby granted, such possession and control over all portion of the entire Common Area, whether at the front or rear of die leased premises, as will authorize Lessee to exclude therefrom all persons who are not customers or patrons of the Lessees of the building area. who are or may be creating a nuisance or disturbance thereon, and in particular as will authorize Lessee to maintain an action in trespass against such persons who arc not patrons or customers and who are or may be picketing thereon
Subject to reasonable rules and regulations of the Lessor, Lessee and its employees agents, customers and invitees shall have the use of parking areas specifically designated by Lessor for that purpose. Xxxxxx agrees that upon written notice from Lessor, it will, within five days, furnish to Lessor the automobile license numbers assigned to Lessees vehicles and the vehicles of all its officers, agents and employees.
Xxxxxx agrees that it shall not at any time park or permit the parking of its trucks or vehicles of others in truck passages or adjacent to loading docks so as to interfere in any way with the use thereof.
Lessee, in common with Lessor and the patrons and customers of Lessee and Lessor and of other lessees of Lessor in the building area, their patrons and customers, shall have the right to use for parking
purposes the parking areas adjacent to the building or buildings located on the real property hereinbefore described. Nothing herein contained shall be construed in such manner as to imply that any portion of that parking area is hereby leased unto that Lessee.
1.30. Maintenance of Heater, Cooler, Drinking Water and Locks. Lessee shall at its own expense be responsible for the installation, care, maintenance and replacement of all refrigerated air conditions, coolers, and heating equipment and parts thereof serving the leased premises whether or not such equipment is located on the leased premises and whether such equipment was installed-by Lessee or by Lessor.
If the leased premises arc served by a central refrigerated air conditioning or heating system, and only in such event, Lessor, at its own expense, shall be responsible for the care, maintenance and replacement of all equipment forming a part of that central system, regardless of the location of such equipment. As used in this lease, “central refrigerated air conditioning or heating system” shall mean a refrigerated air conditioning or heating system designed to serve three or more separate leasehold premises. Lessee shall be responsible for locks and maintenance of locks and doors, light bulbs, ballast units and all window treatments.
PART TWO
GENERAL PROVISIONS FOR COMMERCIAL LEASES
2.1 Quiet Possession. Xxxxxx agrees that Xxxxxx, on paying the rentals and on performing all terms of this lease, shall and may peaceably and quietly have, hold and enjoy the leased promises during the term of this lease. Lessee agrees that in the event of the inability of Lessor to deliver to Lessee possession of the leased premises within 60 days of the commencement of the term as above specified, Lessor shall not be liable for any damage caused thereby, nor shall this lease be void or violable, but the term hereof shall be extended for a period of time equal to the delay in such delivery but Lessee shall not be liable for rent until such time as Lessor offers to deliver possession of the leased premises to Lessee. By occupying the leased premises as a tenant, or installing fixtures, facilities, or equipment or performing finishing work, Lessee shall be deemed to have accepted the some and to have acknowledged that the premises arc in the condition required by this lease. In he event of any dispute, the certificate of lessor’s architect or contractor shall be conclusive that the leased premises are in the condition required by this lease and are ready for occupancy.
2.2 Use of Premises. Xxxxxx has examined and knows the condition of the leased premises, and has received the same in good order and repair, and agrees:
a. To use these premises for reasonable office, warehousing, commercial or industrial uses which do not materially damage the leased premises.
b. To surrender possession of these premises at the expiration of this lease without further notice to quit, is as good condition as reasonable and careful use will permit.
c. To keep the premises in good condition and repair at its own expense and not to commit or permit any waste or nuisance.
d. Not to use the leased premises for living quarters or residence.
c. Not to make any unlawful, immoral or improper use of the leased premises, or any use or occupancy thereof contrary to law or contrary to any direction, rules, regulations, regulatory bodies, or officials having jurisdiction thereof or which shall be injurious to any person or property.
2.3 Damages to Interior or Structure. Lessee shall pay (a) for any expense, damage or repair occasioned by the stopping of waste pipes or overflow from bathtubs, closets, washbasins, basins or sinks, and (b) for any damage to window panes, window shades, curtain rods, wallpaper, furnishings, or any other damage to the interior of the leased premises.
2.4 Repairs, Maintenance and Alterations by Xxxxxx. The Lessee has promised that the leased premises shall at all time be kept in good order. condition and repair by Lessee, at its own expense and in accordance with all laws, directions, rules and regulations of regulator), bodies or officials having jurisdiction.
If Xxxxxx refuses or neglects to commence repairs within 10 days after receipt of written demand from Lessor, or adequately to complete such repairs without liability to Lessor for any loss or damage that may accrue to Lessees stock or business by reason thereof, and if Lessor shall make such repairs, Lessee shall pay to Lessor, on demand, as additional rent, the costs thereof with interest at the maximum legal rate from the date of commencement of those repairs.
Lessee shall make no changes, improvements, alterations, or additions to the leased premises unless such changes, improvements, alterations, or additions: (a) are first approved in writing by Lessor; (b) are not in violation of restrictions placed thereon by the investor financing the construction of the building; and D will not materially alter the character of such premises and will not substantially lessen the value thereof. Lessor may not unreasonably withhold approval, and if there is a dispute as to reasonableness, it shall be determined by arbitration.
If structural alterations become necessary because of the application to the business carried on by Lessee of any law, ordinance, rule or regulation of any regulatory body, or because of any act or default on the part of Lessee, or because Lessee has overloaded any electrical or other facility, Lessee shall make such structural alterations al its own cost and expense, after first obtaining lessors written approval of plans and specifications and furnishing such indemnization against lions, costs, damages and expenses as Lessor may reasonably require.
Lessee may place partitions and fixtures (including light fixtures) and make improvements and other alterations in the interior of the leased premises at its own expense. These improvements or alterations installed or made by Xxxxxx, other than those of a structural nature, shall remain the property of the Lessee provided, however, that prior to commencing any such work Lessee shall first obtain the written consent of Lessor to the proposed work.
Lessor may require that such work be done by Lessor own employees or under Lessors direction but al the expense of Lessee, and Lessor may, as a condition to consenting to such work, require that Lessee give security that the premises will be completed, free and clear of liens and in a manner satisfactory to Lessor, and that the premises will be repaired by Lessee to restored by Lessee to its former condition at the termination of the ]case at Lessees sole cost and expense.
Lessor against all such liens or claims and against all attorneys’ fees and other costs and expenses growing out of or incurred by reason or on account of any such liens or claims. Should Lessee fail to fully discharge any such lien or claim, Lessor, at its option, may pay the same of any part thereof, and Lessor shall be the sole judge of the validity of such lien or claim.
All amounts so paid by Xxxxxx, together with interest thereon at the maximum legal rate from the time of payment by Lessor until repayment by Xxxxxx, shall be paid by Lessee upon demand, and if not so paid, shall continue to bear interest at the aforesaid rate, interest payable monthly, as additional rent.
Nor shall Lessor, or its successor or tile owner of the leased premises, be charged with the costs of installing, maintaining, changing, or removing such sign or signs. Lessor hall have the right to approve tile design, type, size. lettering and location of every sign to be erected in, upon or about the leased premises.
Any signs placed upon or about such leased premises shall, upon the end of the term of the lease or upon the earlier termination thereof, be removed by Lessee, and Lessee shall repair any damage to the leased premises which shall be occasioned thereto by reason of such removal.
loss from liens of laborers, matcrialmcn or others, and for the purpose of permitting or facilitating lessors performance of its obligations hereunder or for any other reasonable purpose which does not materially diminish lessees enjoyment or use of the leased premises.
Lessee expressly waives any claim for damages, including loss of business, resulting from lessors entry, from the erecting of scaffolding or other structures to facilitate repairs, or from lessors other reasonable activities for the purpose of altering, improving, or repairing the leased premises in conformity herewith.
Lessee agrees to permit Lessor, at any time within GO days prior to the expiration of this lease, to place upon or in tile window of the leased premises any usual or ordinary or similar sign and to allow prospective tenants, applicants or agents of Lessor to enter and examine the leased premises during the last 60 days of the term hereof, and to permit Lessor or lessors agents, at any time during the term hereof to conduct prospective purchasers through the leased premises during reasonable business hours.
Any attempted assignment, sublease or sale of this lease or any interest therein shall be null and void and have no effect unless such consent shall have been obtained. Any assignment by operation of law shall be subject to the same conditions and restrictions as an assignment by Xxxxxx. If such consent is given by Lessor, any and all sub-lessees shall be responsible tenants, and Lessee shall not be relieved of any liability hereunder by Xxxxxxx assignment, vacation or subletting thereof.
It is agreed that one of the conditions moving Lessor to make this lease is the personal confidence reposed by it in Lessee, combined with the belief that Lessee will be a tenant and occupant satisfactory la Lessor.
Nothing herein shall prevent the Lessor from assigning its interest under this lease, provided, however, that any assignee shall be subject to the same obligations and duties as the original Lessor.
premises or any part thereof as herein provided, then, and in such event, Lessor, after 10 days’ notice in writing by Lessor to Lessee, shall have the right to pay any such stun or sums due to be paid by Xxxxxx and to do and perform any work necessary to the proper maintenance of (he leased premises; and the amount of such sum or sums paid by Lessor for the account of Lessee and the cost of any such work, together with interest thereon at the maximum legal rate from the date of payment thereof by Lessor until the repayment thereof to Lessor by Xxxxxx, shall forthwith be paid by Lessee upon demand in writing.
The payment by Lessor of any such sum or sums or the performance by lessor of any such work shall be prima facie evidence of the necessity therefore.
[f the leased premises be not surrendered on the last day of the term hereby created or on the sooner termination thereof, Xxxxxx shall indemnify Lessor against loss or liability resulting from delay by Xxxxxx in so surrendering the premises, including, without limitation, claims made by any succeeding tenant founded on such delay. Lessee shall promptly surrender all keys for the leased premises, at the lace then fixed for payment of rent and shall inform Lessor of combinations on any locks and safes on the leased premises.
b. If Lessee shall default in the performance or observance of any covenant or condition of this lease by the Lessee to be performed or observed, or if Lessee shall fail to make reasonable efforts in the light of the surrounding circumstances to keep substantially all the premises occupied and open for business following the expiration of the period or 30 days giving notice of such default or defaults or failure to Lessen by Lessor
c. Abandonment of the premises.
d. The filing or execution or occurrence or-.
(1) A petition in bankruptcy by or against Lessee.
(2) A petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or other relief of the same or different kind under any provision of the Bankruptcy Act.
(3) Adjudication of Lessee as a bankrupt or insolvent; or insolvency in the bankruptcy equity sense. (4) An assignment for the benefit of creditors whether by trust, mortgage, or otherwise.
(5) A petition or other proceeding by or against Xxxxxx for, or the appointment of, a trustee, receiver, guardian, conservator or liquidator of Lessee with respect to all or substantially all its property.
(G) A petition or other proceeding by or against Lessee for its dissolution or liquidation, or the taking of possession of the property of the Lessee by any governmental authority in connection with dissolution or liquidation.
(7) The taking by any person of the leasehold created hereby or any part hereof upon execution, attachment, or other process of law or equity.
a. Notice of such event of default must be in writing and mailed to the other party by U.S. Certified Mail, return receipt requested;
b. Such written notice shall set forth the nature of the alleged default in the performance of the terms of this lease and shall designate the specific paragraph(s) therein which relate to the alleged act of default;
c. Such notice shall also contain a reasonably understandable description of the action to be taken or performed by the other party in order to cure the alleged default and the date by which the default must be remedied, which date can be not less than ten business days from the date of mailing the notice of default.
a. Give notice to Lessee that this lease shall terminate upon the date specified in the notice, which date shall not be earlier than five days after the giving of such notice; or,
b. Immediately after ten days notice of default, and without further notice or demand, enter upon the leased premises or any part thereof, in the name of the whole, and upon the date specified in such notice, or any other notice pursuant to law, or upon such entry, this lease and the term thereof shall terminate.
2.21. Re-letting after Termination. Upon termination of this lease in any manner above provided, Lessor shall use reasonable efforts to re-let the premises.
Lessor shall be deemed to use reasonable efforts if it lease the whole or any part of the premises, separately or with other premises, for any period equal to or less than or extending beyond the remainder of the original term, for any sum or to any lessee or for any use it deems reasonably satisfactory or appropriate.
a. All rent, additional rent and other payments accrued to the date of such termination and a proportionate part of the rent otherwise payable for the month in which such termination occurs.
b. The costs of making all repairs, alterations and improvements required to be made by Lessor hereunder and of performing all covenants of Lessee relating to the condition of the premises during the term and upon expiration or sooner termination of this lease, such costs to be deemed prima facie to be
the costs estimated by a reputable architect or contractor selected by Lessor or the amounts actually expended or incurred thereafter by Xxxxxx.
c. The attorneys’ fees and other costs detailed in paragraph 2.19 (Court Action, Attorneys’ Fees and Costs).
d. An amount equal to “Liquidation damages” or “indemnity payments” whichever is larger, determined and payable as set forth below:
(1) “Liquidation damages” means an amount equal to the excess of the rent, addilional rent and other payments reserved in this lease for the portion of the term remaining after termination of the lease (hereinafter referred to as the “unexpired term”) over the then fair and reasonable rental value of the premises for such period of the term.
(2) “Indemnity payments” means all the rent, additional rent and other payments reserved under this lease which would have become due and owing there under from time to time during the unexpired term, less, to the extent not previously deducted or credited, the rent, additional rent and other payments actually collected and allocable to the promises or to the portions thereof
re-lei by Xxxxxx, and plus, to the extent not previously charged, the costs and expenses, including but not limited to reasonable attorneys’ and broker’s fees and expenses, paid or incurred by Lessor in connection with:
(a) Obtaining possession of the premises.
(b) Removal and storage of lessees or other occupants property. (c) Care, maintenance and repair of the premises while vacant.
(d) Re-Ietting the whole or any part of the premises (which re-Ietting may be for a period or periods of time less than the unexpired term hereof or extending beyond the term hereof.)
(c) Repairing, altering, renovating, partitioning, enlarging, remodeling or otherwise putting the premises, either separately or as part of larger premises, into condition acceptable to, and reasonably necessary to obtain new tenants.
Such costs and expenses shall be deemed prima facie to be the amounts therefor invoiced to Lessor or actually expended or incurred therefore by Xxxxxx.
Lessee shall, without prior demand or notice, made indemnity payments monthly on arrears with respect to such portion thereof as includes rent (as distinguished from additional rent and other payments) and upon the respective dates provided therefore in the lease with respect to additional rent and other payments. Lessor may sue for all such indemnity payments as they accrue
without waiting until the date fixed in the lease as the expiration date thereof. Any action or proceeding to recover liquidated damages shall not be a waiver of lessors right to recover indemnity payments and vice versa, but in any action or proceeding to recover indemnity payments to the extent that they include rent (as distinguished from additional rent and other payments), brought contemporaneously with or after an action or proceeding to recover liquidated damages which has not been discontinued, there shall be deducted from the claim for indemnity payments (to the extent not previously deducted or credited) such portion of the liquidated damages as is in the same proportion to such liquidated damages as the portion of the unexpired term from which monthly indemnity payments have accrued bears to the unexpired term.
If Lessor shall take possession of the premises and relet the same, such reletting shall not operate as a termination of this lease unless Lessor so elects, such election to be evidenced by written notice to Lessee; nor shall such action by Xxxxxx operate as a waiver of any other rights or remedies of Lessor hereunder.
event, either Lessor or Lessee may, at their respective option, terminate this lease by notice in writing to the other of them given within ten days after such damage or destruction provided, however, if the leased premises can be rebuilt or restored within 120 days, Lessor shall, at its own cost and expense and with due diligence, rebuild and restore the leased premises, and a just and proportionate part only of the rentals hereby reserved shall be forced to lease other premises, such amount paid for the other premises shall be deducted from the amount owed to Lessor, provided that such deduction shall not exceed the amount owed Lessor.
If Lessor shall rebuild or restore the leased premises, then and in such event, the full amount of the insurance payable under policies of fire insurance shall be paid to Lessor for use int he rebuilding and restoration of the leased premises.
If only a part of the leased premises shall be taken by eminent domain, and such taking shall not unduly interfere with the occupancy and use of the leased promises for the purpose intended by Xxxxxx, then and in such event. the full amount payable for and upon such taking shall be paid to Lessor, and from and after the date of such taking, only a just and proportionate part of the rentals for the leased premises hereby reserved shall be paid by Lessee.
Lessee shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee in lessees own right on account of any and all damage to Lessees leasehold interest, to lessees business by reason of the condemnation, and for or on account of any cost or loss to which Lessee might be put in removing Lessees merchandise, furniture, fixtures, leasehold improvements and equipment.
wherein and whereby lessees rights, titles and interests in and to the real property and the improvements are subordinated to the lien of any mortgage or mortgages to be made, executed and delivered by Xxxxxx as security for that loan or loans; provided, however, that the subordination shall be upon the following conditions:
a. The execution of the subordination agreement or agreements by Lessor shall impose no personal liability whatsoever upon Xxxxxx.
b. Any such mortgage -or mortgages shall provide that the mortgagee shall agree to give to Lessee all notices required to be given to Xxxxxx as mortgagor under the terms and conditions of those mortgages, or any loan agreement or agreements, or under the laws of the state where the leased premises are situated.
c. The mortgage or mortgages shall further provide that in the event of any default on the part of Lessor under the terms and conditions thereof or the obligation secured, Lessee may, at its own election, cure such default, and any amount expended by Lessee in so doing shall be paid by Lessor to Lessee, with interest thereon at the maximum legal rate per annum from the time or times any expenditure or expenditures for such purpose were made, upon demand by Lessee therefor.
x. Xxxxxx shall indemnify and hold harmless the Lessee of and from any and all liability, cost or expense to which Lessee may be put by reason of the failure of Lessor to keep and perform any of the covenants and agreements set forth and contained in such mortgage or mortgages and the obligations thereby secured.
PART THREE GENERAL LEASE PROVISIONS
3.1 Arbitration. At the option of either party, disputes may be settled by arbitration. The manner of arbitration shall be as follows:
The parties adopt by reference the provisions of the “Uniform Arbitration Act” and agree that, should any bona fide disputes arise out of this agreement or out of the agreed performances of the parties pursuant thereto, the parties may elect to arbitrate that dispute by the Lessor and Xxxxxx selecting and agreeing upon a disinterested attorney to serve as arbitrator.
Should one of the parties or his attorney refuse or delay the selection of an arbitrator for more than ten days after the mailing of written notice, mailed to its last known address, stating a desire to arbitrate, then the party desiring arbitration may petition the court or a court commissioner ex. parte to have an arbitrator selected, and the costs and reasonable attorneys fees for this shall be charged against the delinquent party in the arbitration award.
The parties shall share the costs of the arbitrator’s services, comply with his arbitration procedures, and abide by his award within ten days after receiving a copy of his decision.
If for some reason, the parties cannot agree on a disinterested attorney, then the parties shall each select one attorney apiece, and these two attorneys shall select a disinterested attorney.
The arbitrator shall assess the fees of the arbitrator against the losing party based upon the prevailing hourly rates and out-of-pocket expenses.
After the award by the arbitrator, should the losing party take the matter to court, then the arbitrator shall set an amount as reasonable attorneys? fees and costs of the contemplated court proceedings for the losing party to pay to the other party as a prerequisite to the filing of a court action by the losing part.
Should it be necessary for either party to seek the assistance of a court to enforce the arbitration award, then, in that event, the losing party shall pay to the winning party an amount which is determined by the court for the court costs, reasonable attorneys’ fees, and the time lost to the winning party for his or his agents having to prepare for and appear in a court action.
Whenever under this lease provision is made for Lessee to secure the written consent or approval by Lessor, such consent or approval shall be in writing and shall not be unreasonably withheld.
No covenant, term or condition of this lease shall be waived except by written consent of the Lessor and the forbearance by Lessor in any regard whatsoever shall not constitute a waiver or the covenant, term or condition to be performed
PART FOUR CONSTRUCTION AND INTERPRETATION
4.1. Entire Agreement. The terms of this document constitute the entire agreement between the parties, and the parties represent that there are no collateral agreements or side agreements not otherwise provided for within the terms of this agreement
4.2. Interpretation. Whenever any word is used in this agreement is the masculine gender, it shall also be construed as being used in the feminine and neuter genders, and singular usage shall include the plural and vice versa, all as the context shall require.
4.3. Partial Invalidity. If any provision of the contract is held to be invalid or unenforceable all the remaining provisions shall nevertheless continue in full force and effect.
4.4. Marginal Headings. The marginal and topical headings of the paragraphs of this agreement tire for convenience only and are not to be considered a part of this agreement or used in determining its content. or context.
4.5. Modification. Any modification or amendment of this agreement shall be in writing and shall be executed by all parties.
4.6. Succession of Benefits. The provisions of this agreement shall inure to the benefit of and be binding upon the parties thereto, their heirs, executors, administrators and permitted assignees
4.7. Time. Time is of the essence in this agreement for each and every term, condition, covenant and provision.
PART FIVE EXECUTION. ACCEPTANCE AND ACKNOWLEDGMENT
5. I. Effective Date. This legal instrument has been executed by the parties intending that it be effective on the effective date set forth on the caption page. The panics recognize that they effectuated a meeting of the minds among themselves on that effective date and intended that this instrument take effect on that date even though because of the exigencies of the modem world, the mechanics of drafting, the convenience of the panics, and the economy of travel, it may have been necessary to actually sign and notarize the documents at a later time.
to any party named on the caption page of this instrument. It is the intent of the parties that all pages be initialed on all originals that are exchanged in order that no substituted pages or misunderstanding shall ever become possible to create problems in satisfying the intended objectives of this instrument.
Additional numbered provisions are attached as an addendum
NO Partners Sensory Science Corp.
/s/ Xxxxxx Xxxxxxxx Partner |
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LESSOR |
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STATE OF ARIZONA |
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Acknowledgment COUNTY OF MARICOPA |
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/s/ Xxxx XxXxxxx |
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Signature LESSEE |
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On this date, before me, a Notary Public, personally appeared known to me or satisfactorily proven to be the person whose name is subscribed to this instrument and acknowledged that he executed the same. If this person’s name is subscribed in a representative capacity, it is for the principal named end in the capacity indicated.
Date of Acknowledgment
Signature of Notary Public
My Commission Expires:
STATE OF ARIZONA
Acknowledgment COUNTY OF MARICOPA)
On this date, before me, a Notary Public, personally appeared known to me or satisfactorily proven to be the person whose name is subscribed to this instrument and acknowledged that he executed the same. If this person’s name is subscribed in a representative capacity, it is for the principal named and in the capacity indicated.
Date of Acknowledgment
Signature of Notary Public
My Commission Expires:
This instrument was recorded at the request of
STATE OF ARIZONA } CERTIFICATE, OF
COUNTY OF MARICOPA} RECORDATION
I certify that this instrument was recorded on the date, at the time. in the docket, beginning with the page number, and with the fee number stamped in the top apace of this instrument. If the instrument is of multiple pages. the docket and page set forth represent the first page of that instrument and that instrument extends through Docket Page
The recording official is directed to return this instrument or e copy thereof to the above person,
County Recorder Deputy
PART SEVEN
Rental and CAM Rates (Initial Term)
Section 7.1 |
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CAM |
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Total + Tax |
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Year 1 |
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$ |
262.00 |
/Mo |
$ |
10,218 00 |
/M |
Year 2 $10 255.00/Mo |
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$ |
270.00 |
/IMo |
$ |
10,525.00 |
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Year 3 $10,562.00/IMo |
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$ |
278.00 |
/Mo |
$ |
10,840.00 |
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Year 4 $10,879.00/Mo |
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$ |
286.00 |
/Mo |
$ |
11,165.00 |
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Year 5 $11,206.00/Mo |
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$ |
295.00 |
/Mo |
$ |
11,501.00 |
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Rental and CAM Rates (Optional 5 Year Lease Extension)
Section 7.2 |
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Rent |
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CAM |
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Total f+ Tax |
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Year 6 |
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$ |
11,542.00 |
/Mo |
$ |
304.00 |
IMo |
$ |
11,846.00 |
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Year 7 |
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$ |
11,888.00 |
/Mo |
$ |
313.00 |
Mo |
$ |
12,201.00 |
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Year 8 |
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$ |
12,245.00 |
/IMa |
$ |
322.00 |
/Mo |
$ |
12,567.00 |
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Year 9 |
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$ |
12,612.00 |
/Mo |
$ |
332.00 |
/IMo |
$ |
12,944.00 |
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Year 10 |
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$ |
12,990.00 |
/Mo |
$ |
342.00 |
/Mo |
$ |
13,332.00 |
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Section 1.8 (Continued):
Notwithstanding any other provisions in Section 1.8, the increase in property tax reflecting the improvements to the building made by the Lessee and Lessor under the terms of this agreement will not be passed on to the Lessee. Any normal tax increases before or after the reassessment of the building will be passed on to the Lessee on a prorated basis.
When recorded return to: XXXXX & WTLMER One Arizona Center Phoenix, Arizona 850(}4 Attn: Xxx Xxxxxx, Esq.
FIRST AMENDME NT TO LEASE OF COMMERCIAL SPACE STANDARD
THIS FIRST AMENDMENT TO LEASE of Commercial SPACE STANDARD
(the “amendment” is executed as of this 10 day of by and between NO Partners, an Arizona general partnership (“Lessor”) and Sensory Science Corporation, a Delaware corporation (“Lessee”).
X. Xxxxxx and Xxxxxx previously entered into that certain Lease of Commercial Space, Standard dated November l, 1999 (the “Lease”) with respect to the premises further described in the Lease (the “Premises”).
X. Xxxxxx desires to lease to Lessee and Lessee desires to lease from Lessor ten (10) additional parking spaces as shown an. Exhibit A (the “Parking hereof
X. Xxxxxx and Xxxxxx now desire to amend the Lease in accordance with the terms
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
l . Page 1 of the Lease is amended to provide that in addition to Suites 1 & 2 of 0000 Xxxx XxXxxxx Xxxx,, the Premises shall include the Parking Area depicted on Exhibit A.
2. Section 1.28 of the Lease is amended to provide that in addition to the parking areas specifically designated by Lessor for use by Lessee, Lessee shall be entitled to use the Parking Area.
3. The last sentence of Section 1.28 of the Lease shall not apply to the Parking Area.
4. Except as provided in this Amendment, capitalized terms shall have the meaning set forth in the Lease.
5. Except as amended hereby, the Lease shall remain in full force and effect.
6. This Amendment may be executed in any number of counterparties, each of which shall be an original, but all of which shall constitute one instrument.
1N WITNESS whereof OF, this Amendment is executed as of the first day and year written above.
LESSOR:
NO PARTNERS, ail Arizona general partnership
LESSEE:
SENSORY SCIENCE CORPORATION, a Delaware corporation
ACCEPTED AND APPROVED.,
CITY OF SCOTTSOALE, an Arizona municipality
By: Its;
STATE OF ARIZONA
) ss. County of Maricopa )
foregoing instrument was acknowledged before me this 10th day of April, 2000. of. NO Partners, an Arizona general partnership behalf of the partner ship.
My Commission Expires
STATE OF ARIZONA
County of Maricopa
The foregoing instrument was acknowledged before me this 17th day of April, 2000 by Down Lodrozny, the VP of Sensory Science Corporation, a Delaware corporation, on behalf o the corporation.
/s/ Xxxxx Xxxxxx |
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Notary public |
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My Commission Expires; |