LEASE
THIS LEASE made May 14, 1997, Combined Capital Associates VII, an Indiana
Limited Partnership, Landlord, hereby leases unto 21st Century Telesis, Inc., a
Delaware Corporation, Tenant, and the Tenant accepts the Premises, known as The
Century Building located at 000 Xxxxx Xx. Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxx,
for the term of one hundred twenty (120) months commencing August 15, 1997 and
ending August 14, 2007 unless sooner terminated as provided herein, to be
occupied and used by the Tenant for communications equipment and sales office.
In consideration thereof, Tenant shall pay to Landlord as rent, without any
setoff or deductions whatsoever, the sum of Five Hundred Eighteen Thousand Seven
Hundred Forty Three Dollars and Seventy Five Cents ($518,743.75) payable in
installments as outlined in exhibit B.
Unpaid rent shall bear interest at 8% per annum from the date due until paid.
IT IS FURTHER AGREED THAT:
I. Services to be Provided by Landlord. Landlord shall provide the following
services to the Premises during reasonable business hours:
A. Janitor services and customary cleaning in common areas including
restrooms;
B. Water from city mains, drawn through fixtures installed by Landlord, for
drinking, lavatory and toilet purposes, including a reasonable amount of hot
water;
C. Operatorless elevator service in common with other tenants at all times.
Landlord does not warrant that any of the services above mentioned will be free
from interruptions caused by repairs, renewals, improvements, alterations,
strikes, lockouts, accidents, inability of the Landlord to obtain fuel or
supplies, or any other cause beyond the reasonable control of the Landlord. Any
such interruption of service shall not constitute an eviction or disturbance of
the Tenant's use and possession of the Premises or any part thereof, or render
the Landlord liable to the Tenant for damages, or relieve the Tenant from
performance of the Tenant's obligations under this lease. Landlord will use
reasonable efforts promptly to remedy any situation which has interrupted such
services.
2. Landlord's Title. The Landlord's title is and always shall be paramount
to the title of the Tenant, and nothing herein contained shall empower the
Tenant to do any act which may encumber the title of the Landlord. This lease is
subject and subordinate to
all ground and underlying leases, and to all mortgages which may now or
hereafter affect such ground and underlying leases or the real property or
building of which the Premises form a part, and to all renewals, modifications,
consolidations, replacements and extensions thereof, and to all advances made or
hereafter to be made on the security of any such mortgages.
3. Assignment and Subletting. The Tenant shall not (a) assign or convey this
lease or any interest thereunder; (b) allow any transfer of this lease or any
lien upon the Tenant's interest by operation of law; (c) sublet the Premises or
any part thereof without the prior written consent of the Landlord; or (d)
permit the use or occupancy of the Premises or any part thereof by anyone other
than the Tenant.
4. Untenantability. Should the Premises or the building be made untenantable
by fire or other cause, the Landlord may elect (a) to terminate this lease as of
the date of such casualty by notice to the Tenant within thirty (30) days after
that date, or (b) to repair all damage to the Premises or the building so that
the same shall be restored to such condition as existed immediately prior to
such damage. If the Landlord elects to terminate this lease, rent shall be
abated on a per diem basis and be paid to the date of the fire or casualty. If
the Landlord elects to restore the Premises and building, such restoration shall
be completed with reasonable promptness. If the Premises are unusable during
such restoration, or if Tenant is reasonably required to close its operation
while such repairs are made, the rent shall xxxxx during such period of repair
while such operations have ceased and the Premises are completely closed. If
Tenant shall continue to operate on the Premises during such repairs, but shall
be unable to use a substantial portion thereof, then the rent shall be pro-rated
in the proportion which the area of unusable leased space bears to the total
leased space for the period that said space is unusable. Landlord shall not be
liable for business losses to Tenant by reason of damage to the Premises. If
such untenantability is causes by the fault of the Tenant, there shall be no
apportionment or abatement of rent.
5. Signs. No sign, advertisement or notice shall be inscribed, painted or
affixed on any part of the outside or inside of the Premises or building by the
Tenant except on the glass of the doors of the Premises and on the directory
board, and then only of such color size, style and material as shall be first
specified by the Landlord in writing. The Landlord reserves the right to remove
all other signs at the expense of the Tenant. At the expiration of the lease
term, Tenant shall remove its signs from such doors.
6. Alterations. No alterations or additions shall be made and no fixtures
shall be affixed to the Premises without the prior written consent of the
Landlord. On the expiration of the lease term all such additions and fixtures,
except Tenant's trade fixtures and business machines, shall remain and be the
property of the Landlord unless otherwise agreed in writing by Landlord.
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7. Use of Premises. The Tenant (a) shall occupy and use the Premises during
the term for the purpose above specified and none other; (b) will not make or
permit any use of the Premises which directly or indirectly is forbidden by
public law, ordinance or governmental regulation, which may be dangerous to
life, limb or property, or which may invalidate or increase the premium cost of
any policy of insurance carried on the building or covering its operations; (c)
shall not obstruct, or use for storage, or for any purpose other than ingress
and egress, the sidewalks, entrances, passages, courts, corridors, vestibules,
halls, elevators and stairways of the building; (d) shall not make or permit any
noise or odor that is objectionable to other occupants of the building to
emanate from the Premises, shall not create or maintain a nuisance thereon,
shall not disturb, solicit or canvass any occupant of the building, and shall
not do any act tending to injure the reputation of the building; (e) shall not
install any piano, phonograph or other musical instrument, or radio or
television set in the building or any antennae, aerial wires or other equipment
inside or outside the building without, in each and every instance, prior
written approval by the Landlord, and if so approved, such use shall be subject
to control by the Landlord so that other occupants of the building shall not be
disturbed or annoyed; (f) shall not place or permit to be placed any article of
any kind on the window ledges or on the exterior walls, and shall not throw or
permit to be thrown or dropped any article from any window of the building; (g)
shall not attach additional locks or similar devices to any door or window, and
upon termination of this lease or of the Tenant's possession, shall surrender
all keys of the Premises and shall explain to Landlord all combination locks on
safes, cabinets and vaults; (h) shall be responsible for locking the doors and
closing the transoms and windows in and to the Premises; (i)Shall not install
any blinds, shades, awnings or other form of inside or outside window covering,
or window ventilators or similar devices without the prior written consent of
Landlord; (j) shall not overload any floor, shall route and locate safes and
other heavy articles as Landlord may direct, shall bring safes, furniture and
all large articles through the building and into the Premises at such times and
in such manner as the landlord shall direct and at the Tenant's sole risk and
responsibility, and shall list all furniture, equipment and similar articles to
be removed from the building for approval at the office of the building before
removal of such article; (k) shall not install in the premises any equipment
which uses a substantial amount of electricity without the advance written
consent of the Landlord, shall ascertain from the Landlord the maximum amount of
electrical current which can safely be used in the Premises, taking into account
the capacity of the electric wiring in the building and the Premises and the
needs of other tenants in the building, and notwithstanding Landlord's consent
to such installation, shall not use more electricity than such safe capacity.
7. Use of Premises. The Tenant (a) shall occupy and use the Premises during
the term for the purpose above specified and none other; (b) will not make or
permit any use of the Premises which directly or indirectly is forbidden by
public law, ordinance or governmental regulation, which may be dangerous to
life, limb or property, or which may invalidate or increase the premium cost of
any policy of insurance carried on the building or covering its operations; (c)
shall not obstruct, or use for storage, or for any purpose other than ingress
and egress, the sidewalks, entrances, passages, courts, corridors, vestibules,
halls, elevators and stairways of the building; (d) shall not make or permit any
noise or odor that is objectionable to other occupants of the building to
emanate from the Premises, shall not create or maintain a nuisance thereon,
shall not disturb, solicit or canvass any occupant of the building, and shall
not do any act tending to injure the reputation of the building; (e) shall not
install any piano, phonograph or other musical instrument, or radio or
television set in the building or any antennae, aerial wires or other equipment
inside or outside the building without, in each and every instance, prior
written approval by the Landlord, and if so approved, such use shall be subject
to control by the Landlord so that other occupants of the building shall not be
disturbed or annoyed; (f) shall not place or permit to be placed any article of
any kind on the window ledges or on the exterior walls, and shall not throw or
permit to be thrown or dropped any article from any window of the building; (g)
shall not attach additional locks or similar devices to any door or window, and
upon termination of this lease or of the Tenant's possession, shall surrender
all keys of the Premises and shall explain to Landlord all combination locks on
safes, cabinets and vaults; (h) shall be responsible for locking the doors and
closing the transoms and windows in and to the Premises; (i)Shall not install
any blinds, shades, awnings or other form of inside or outside window covering,
or window ventilators or similar devices without the prior written consent of
Landlord; (j) shall not overload any floor, shall route and locate safes and
other heavy articles as Landlord may direct, shall bring safes, furniture and
all large articles through the building and into the Premises at such times and
in such manner as the landlord shall direct and at the Tenant's sole risk and
responsibility, and shall list all furniture, equipment and similar articles to
be removed from the building for approval at the office of the building before
removal of such article; (k) shall not install in the premises any equipment
which uses a substantial amount of electricity without the advance written
consent of the Landlord, shall ascertain from the Landlord the maximum amount of
electrical current which can safely be used in the Premises, taking into account
the capacity of the electric wiring in the building and the Premises and the
needs of other tenants in the building, and notwithstanding Landlord's consent
to such installation, shall not use more electricity than such safe capacity.
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All persons entering or leaving the building between the hours of 6 P.M. and 8
A.M., Monday through Friday, or at any time on Saturdays, Sundays or holidays
may be required to identify themselves to a watchman by registration or
otherwise and to establish their rights to enter or leave the building. The
Landlord may exclude or repel, any peddler, solicitor or beggar. In addition to
all other liabilities for breach of any covenant of this Article 7, the Tenant
shall pay to the Landlord all damages caused by such breach and shall also pay
to Landlord as additional rent hereunder an amount equal to any increase in
insurance premiums caused by such breach. The violation of any covenant of this
Article 7 may be restrained by injunction.
8. Repairs. Tenant shall take good care of the Premises and the fixtures
therein, and shall keep the premises in good order, condition and repair at
Tenant's expense during the term of this lease, including the replacement of all
interior broken glass and exterior glass broken by Tenant, with glass of the
same size and quality. If the Tenant does not make such repairs promptly and
adequately, the Landlord may, but need not, make such repairs and Tenant shall
promptly pay Landlord for the costs thereof as additional rent. On expiration or
early termination or cancellation of this lease, Tenant shall surrender the
Premises and Landlord's fixtures in as good condition as of the time of delivery
subject to reasonable wear and tear. All injury to the building or fixtures
caused by moving of the Tenant in and out of the building, and any and all
breakage or any other injury whatsoever to the building, fixtures, or to the
property of other tenants of the building caused by Tenant, and any damage done
by water, steam, electricity, fire or other substance to the building or
fixtures or to the property of other tenants of the building due to the
negligence of the Tenant, may be repaired by Landlord at the expense of the
Tenant and shall become due and payable by the Tenant as additional rent upon
delivery of a statement of such costs by Landlord to Tenant or mailing the same
postage prepaid, to the Tenant at its last known address.
9. Indemnity and Liability Insurance Obligations. Tenant agrees to indemnify
and save and hold Landlord harmless from any and all claims, demands, judgments,
losses, fines, penalties, costs, expenses and attorneys' fees for damages to
persons or property, or for loss of life arising from this lease or Tenant's use
of the Premises; relating to or arising from the default or omission of Tenant
or from the violation by Tenant of any law, ordinance or statute; resulting or
arising out of any accident or other occurrence due directly or indirectly to
the use and occupancy of the Premises by Tenant, its agents, employees, tenants,
guests, invitees and assigns, or by any other person or person to the extent
Landlord's liability and cost of defense is not fully covered by insurance.
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Tenant agrees, that at all times during the Term, Tenant will cany a policy of
comprehensive general liability insurance with a company or companies
satisfactory to Landlord covering the Premises, insuring against public
liability in an amount not less than One Million Dollars ($1,000,000.00) for
each occurrence for bodily injury liability and personal injury liability and
One Million Dollars ($1,000,000.00) annual aggregate and property damage
liability of Five Hundred Thousand Dollars ($500,000.00) for each occurrence and
annual aggregate. Tenant agrees that Landlord shall be named as an additional
insured on those liability insurance policies during the Term and that the same
will be evidenced by a certificate setting forth the above required insurance
coverage issued by the insurance company or its agent to Landlord and agreeing
that the policy may not be modified or canceled without at least ten (10) days
prior written notice to Landlord.
10. Environmental Matters. At Tenant's expense, Tenant shall comply with all
laws, rules, orders, ordinances, directions, regulations and requirements of
federal, state, county and municipal authorities pertaining to Tenant's use of
the Premises, including, without limitation, all applicable federal, state and
local laws, regulations or ordinances pertaining to air and water quality,
hazardous materials, waste disposal, air emissions and other environmental
matters, all zoning and land use matters and with any direction of any pubic
officer or officers pursuant to law which shall impose any duty upon Landlord or
Tenant with respect to the use or occupation of the Premises. Tenant shall not
cause or permit any hazardous material to be brought upon, kept or used in the
Premises by Tenant, its agents, employees, contractors or invitee without the
prior written consent of Landlord, which consent shall not be unreasonably
withheld as long as Tenant demonstrates to Landlord's reasonable satisfaction
that such hazardous material is necessary or useful to Tenant's business and
will be used, kept and stored in a manner that complies with all laws regulating
any such hazardous materials so brought upon or used or kept in or about the
Premises. As used herein, the term "Hazardous Material" means any hazardous or
toxic substance, material or waste, including, but not limited to those
substances, materials and wastes listed in these United States Department of
Transportation Hazardous Material Tables (49 CFR 172.101) or by the
Environmental Protection Agency as hazardous substances or such substances,
materials and wastes that are or become regulated under any applicable local,
state or federal law. Tenant agrees to indemnify and hold Landlord harmless
against any claim, expense damages or expense (including but not limited to
attorney fees) arising from Tenant's breach of this provision.
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11. Condition of Leased Premises. Tenant agrees that Tenant has examined the
Premises prior to signing this Lease and is familiar with the condition of the
Premises, and that the same are accepted "as is" with no repairs or
modifications. Tenant agrees that no representations of warranties as to the
condition of the Premises have been made by or on behalf of Landlord.
12. Compliance with ADA Requirements. Landlord and Tenant acknowledge that
the Americans With Disability Act ("ADA") is applicable to the Building and that
each of them have responsibilities under that Act. Landlord agrees that it shall
comply with the requirement of ADA in all public areas of the Building. Tenant
agrees that it will make any architectural modifications in the Premises
required by the ADA and in compliance with the policies which may be applicable
to the Premises at the expense of Tenant and that Tenant is responsible for and
agrees to indemnify and hold Landlord harmless against any claims made by any
third party on the grounds that the Premises do not comply with the ADA or any
regulations applying the same. Landlord agrees to indemnify and hold Tenant
harmless against any claim that the common areas of the building in which the
Premises is located do not comply with ADA and all regulations which are
applicable. Landlord agrees that Tenant may modify the Premises to comply with
ADA, providing Landlord approves the plans and specifications for such changes
in advance of the commencement of construction.
13. Eminent Domain. If the building, or any portion thereof which includes a
substantial part of the Premises or which prevents the operation of the
building, shall be taken or condemned by any competent authority for any public
use or purpose, the term of this lease shall end upon, and not before, the date
when the possession of the part so taken shall be required for such use or
purpose. The Tenant shall have no right to share in the condemnation award.
14. Rights Reserved to Landlord. The Landlord reserves the right (a) to
change the name or street address of the building without notice or
liability;(b) to install and maintain signs on the exterior of the building; (c)
to designate all sources furnishing sign painting and lettering, ice, drinking
water, towels, and toilet supplies used on the Premises; (d) if during or prior
to the termination of this Lease Tenant vacates the Premises, to decorate,
remodel, repair, alter or otherwise prepare the Premises for reoccupancy; (e) to
have pass keys to the Premises; (f) to exhibit the Premises to others and to
display "For Rent" signs on the Premises during the last ninety (90) days of the
lease term; (g) to take any and all measures, including inspection, repairs,
alterations, additions and improvements to the Premises or to the building as
may be necessary or desirable for the safety, protection or preservation of the
Premises or the building or the Landlord's interest therein , or as may be
necessary or desirable in the operation of the building
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(h) to approve all movers employed by Tenant to move Tenant's furnishings,
fixtures, and equipment in or out of the Premises. The Landlord may enter upon
the Premises and may exercise any or all of the foregoing rights hereby reserved
without being deemed guilty of an eviction or disturbance of the Tenant's use or
possession and without being liable in any manner to the Tenant.
15. Holding Over. If the Tenant retains possession of the Premises or any
part thereof after the termination of this lease by a lapse of time or
otherwise, the Tenant shall pay the Landlord rent at double the rate of rental
specified in this lease for the time the Tenant thus remains in possession. If
the Tenant remains in possession of the Premises, or any part thereof, after the
termination of the term by lapse of time or otherwise, at the election of the
Landlord expressed in a written notice to the Tenant and not otherwise, such
holding over shall constitute a renewal of this lease for one year. The
provisions of this Article do not waive Landlord's right of re-entry or any
other right under this lease.
16. Notices. Any notice which the landlord may desire or be required to give
the Tenant shall be deemed sufficiently given or rendered if delivered in
writing to the Tenant personally or sent by certified or registered mail,
addressed to the Tenant at the Premises, return receipt requested. Any notice
which Tenant may desire or be required to give to the Landlord shall be deemed
sufficiently given or rendered if delivered in writing to Landlord personally or
sent by certified or registered mail, addressed to Landlord at Combined
Management Services, Inc., 000 Xxxxx Xx. Xxxxxx Xxxxxx, X.X. Xxx 0000, Xxxxx
Xxxx, Xxxxxxx 00000, or such other place as Landlord may from time to tome
designate in writing.
17. Default By Tenant. In the event of a default by Tenant under this lease,
Landlord shall have the following remedies: (a) If any voluntary or involuntary
petition or similar pleading under any section of any bankruptcy act shall be
filed by or against the Tenant or any voluntary or involuntary proceedings in
any court or tribunal shall be instituted to declare the Tenant insolvent or
unable to pay its debts, and in the case of an involuntary petition or
proceeding, it is not dismissed within thirty (30) days from the date it is
filed, then Landlord at its election and without further notice or demand, and
either with or without entry upon the premises, may forthwith cancel this lease
and be thereafter entitled to recover damages in an amount equal to the present
value of the rental obligation herein stated, including increases in rent as
provided in Articles 18 and 19 below, less the fair rental value for the
Premises which it can obtain for the residue of the stated lease term; and/or
(b) if default be made by Tenant.
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(i) at any time in the payment of any rent upon the day when the same shall
become due; or,
(ii) in the performance of any of the other terms, conditions or covenants
of this lease by Tenant to be performed, then the Landlord may enter into and
upon the Premises or any part thereof and repossess the same, with or without
terminating this lease and without prejudice to any of its remedies for rent or
breach of covenant, and may, at it's option, terminate this lease by giving
written notice of it's election so to do, or may, at it's option, lease the
Premises or any part thereof as the agent of the Tenant or otherwise. The Tenant
shall, without demand or further process of law, pay to Landlord at the end of
each month during the full term of this lease the difference between the rent
due Landlord from the Tenant under this lease, including the increases in rent
due under Articles 18 and 19 below, and the net receipts, if any, being received
by the Landlord from the Premises (such net receipts to be calculated by
deducting from the gross receipts, the expense of each and every kind incurred
by Landlord in connection with the re-letting of the Premises and performing
Tenant's obligations hereunder). In the event the rent for re-letting the
Premises is higher than the monthly rent under the term of this lease, then such
excess rent shall belong to the Landlord and the Tenant shall have no claim
thereto; and (c) the foregoing rights and remedies given to the Landlord are and
shall be deemed to be cumulative, and the exercise of any of them shall not be
deemed to be an election excluding the exercise by the Landlord at any other
time of a different or inconsistent remedy. Such rights and remedies shall be
deemed to be given to said Landlord in addition to any other and further rights
granted to Landlord by the terms hereof, or by the laws of the State of Indiana,
and the failure of the Landlord at any time to exercise any right or remedy
herein granted established by law shall not be deemed to operate as a waiver of
it's right to exercise such right or remedy at any other time.
18. Rent Increase due to Increased Taxes. (a) The rent payable by Tenant for
each year during the term of this lease shall be increased in accordance with
the provisions of this Article, the following definitions shall apply:
(1) The term "base year" shall mean the first calendar year 1997.
(2) The term "the proportionate share" shall mean 12.37% (5,845 of 47,258).
(3) The term "real estate taxes" shall mean all taxes and assessments
levied, assessed or imposed at any time by any municipal, county, or state or
Federal government or any government authority upon or against the land and/or
building of which the Premises form a part, and also any tax or assessment
levied, assessed or imposed at any time by any governmental authority in
connection with the receipt of income or rents from said land and/or building to
the extent that the same shall be in lieu of all or a portion of any of the
aforesaid taxes or assessments upon or against said land and/or building.
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(b) In the event that the real estate taxes levied, assessed or imposed for
any calendar year following the base year shall exceed the amount of such real
estate taxes levied, assessed or imposed during the base year, Tenant shall pay
to Landlord as additional rent an amount equal to its proportionate share of the
excess. Such amount shall be payable from Tenant to Landlord within ten (10)
days from the date that the Tenant has received written notice requiring such
payment together with paid tax bills or photostatic copies thereof for such
calendar year and for the base year. (c) The amount of real estate taxes
actually payable or paid by Landlord for the base year shall be used in the
computation of the amount of additional rental payable under this Article 15
until the amount of real estate taxes payable for the base year shall be reduced
by final determination of legal proceedings, settlement or otherwise. In the
event of such reduction, the reduced amount of such taxes shall thereafter
determine the amount of additional rent payable by Tenant pursuant to this
Article and the additional rent theretofore paid or payable hereunder shall be
re-computed on the basis of such reduction, and Tenant shall pay to landlord as
additional rent within ten (10) days after being billed therefor, any difference
between the amount of such additional rent as theretofore computed and the
amount thereof due as the result of such recomputations. If, after Tenant shall
have made a payment of additional rent under this Article, Landlord shall
receive a refund of any portion of the real estate taxes payable for any
calendar year after the base year on which such payment of additional rent shall
have been based, as a result of a reduction of such real estate taxes by final
determination of legal proceedings, settlement or otherwise, Landlord shall,
within ten (10) days after receiving the refund pay to Tenant the Tenant's
proportionate share of the refund less the expenses (including attorneys; tax
consultants', and appraisers' fees) incurred by Landlord in connection with any
such application or proceeding.
20. Pro-Rating. On the date of any expiration or termination of this lease,
whether by lapse of time or otherwise, the entire additional rent for the
preceding calendar year as required by Articles 18 and 19 above, and a
proportionate share of the additional rent for the calendar year during which
such expiration or termination occurs as required by said Articles 18 and 19,
shall immediately become due and payable by Tenant to the Landlord. The said
proportionate share shall be based upon the length of time this lease shall have
been in existence during such latter calendar year. Promptly after said
expiration or termination, Landlord shall compute the additional rent due from
Tenant as aforesaid, which computation shall be an estimate based upon the most
recent annual statement furnished to Tenant under Article 18 above, and the most
recent tax xxxx furnished to tenant under Article 19 above. Within ten (10) days
after such statements and such tax bills are furnished to Tenant, Landlord and
Tenant shall make appropriate adjustments for said estimated payments.
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21. Liens. (a) Tenant shall not do any act which shall in any way encumber
the title of Landlord in and to the Premises and the building, nor shall the
interest or estate of Landlord in said Premises and building be in any way
subject to any claim by way of lien or encumbrance whether by operation of law
or by virtue of any express or implied contract by Tenant. Tenant will not
permit the Premises and building to become subject to any mechanics', laborers'
or materialmen's lien on account of labor or material furnished or claimed to
have been furnished to Tenant for or on the Premises and building. At its
election, Landlord may (but shall not be required so to do) remove or discharge
such lien or claim for lien (with the right, in its discretion to settle or
compromise the same) and any amounts advanced by Landlord for such purposes
shall be so much additional rent due from Tenant to Landlord at the next rent
day after any such payment, with interest at the rate of eight percent (8%) per
annum from the date of payment thereof.
22. Offset Statements. Tenant agrees at any time and from time to time, upon
not less than 20 days prior written request by Landlord, to execute, acknowledge
and deliver to Landlord a statement in writing certifying that this lease is
unmodified and in full force and effect (or if there have been modifications,
stating the modifications and that the lease as so modified is in full force and
effect), the commencement and termination dates of this lease, that Tenant has
accepted the Premises, and the date to which rental and other charges have been
paid in advance, if any, and that the Tenant has no claims against Landlord or
offsets against rentals. It is intended that such statement may be relied upon
by prospective purchasers of Landlord's interest in the land and building, or by
a mortgage or assignee of any mortgage upon Landlord's interest in said land and
building.
23. Indemnity, Loss and Damages. (a) Tenant will pay and discharge, and will
indemnify and save harmless the Landlord against and from all losses,
liabilities, costs, damages, and expenses, including reasonable architects' and
attorneys' fees, which may be incurred by or asserted against Landlord by reason
of or in respect to any of the following occurring during the term of this
lease: (I) any work or thing done by Tenant in, on or about the Premises or any
part thereof, (2) any use, non-use, possession, occupation, condition,
operation, maintenance or management by Tenant of the Premises, or any part
thereof; (3) any negligence on the part of Tenant occurring in or about the
building structure, (b) In case any action or proceeding is brought against the
Landlord by reason of any losses, liabilities, costs, damages, or expenses
incurred by or asserted against the Landlord, by reason of or in respect to any
of the matters or things set forth in subarticle (a) of this Article 23, Tenant,
upon written notice from the Landlord, will at Tenant's expense resistor defend
such action or proceedings.
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Tenant and Landlord agree to give each other prompt written notice of any claim,
action or proceedings brought or threatened against Landlord and/or Tenant
and/or against the Premises, of which either party has notice. (c) To the extent
permitted by law, the Landlord shall not be liable for any damage either to
person or property (except damage willfully or wantonly caused by the Landlord)
sustained by the Tenant or by other persons due to the building or any part
thereof or any appurtenance thereof becoming out of repair, or due to the
happening of any accident in or about said building, or due to any act or
neglect of any tenant or occupant of said building, or of any other person. This
limitation as to liability shall apply only to the Landlord.
24. Miscellaneous. (a) The invalidity of any provision, clause or phrase
herein contained shall not serve to render the balance of this lease ineffective
or void. (b) In the event that Landlord or Tenant institute legal proceedings
against the other for the breach of any of the covenants or conditions herein
contained, then the successful party shall recover reasonable attorneys' fees
and expenses from the other. (c) This agreement shall be binding upon and inure
to the benefit of the respective parties hereto, their heirs, executors,
administrators, devisees, successors and assigns. Any reference to the Tenant or
Landlord herein shall, for the purpose of determining liability for property
damage, personal injury and the like, be deemed to include the Tenant, Landlord,
his or its respective agents, employees, servants, partners, independent
contractors, licenses, invites, guests or visitors. (d) This agreement
supersedes and cancels all prior negotiations and agreements whatsoever and
these presents shall be amended only upon the joint written undertaking of the
parties hereto. (f) Except as elsewhere herein expressly provided, all amounts
owed by the Tenant to the Landlord hereunder shall be deemed to be additional
rent and shall be deemed payable within ten (10) days from the date the Landlord
renders statement of account therefor to the Tenant, and shall bear interest at
the rate of 8% per annum thereafter until paid. (g) The tenant shall abide by
all reasonable rules and regulations adopted by Landlord pertaining to the
operation and management of the building. If any rules and regulations adopted
by Landlord are contrary to the terms of this lease, the terms of this lease
shall govern.
IN WITNESS WHEREOF, the parties hereunto set their hands and seal the day and
year first above written.
LANDLORD: TENANT:
Combined Capital Associates VII, 21st Century Telesis, Inc.
an Indiana Limited Partnership a Delaware Corporation
BY: Xxxxxx X. Xxxxxxxx BY: Xxxxxx X. Xxxxxxx
ITS: Managing General Partner ITS: Executive Vice President
& Secretary
EXHIBIT B
ADDENDUM TO A LEASE
THE CENTURY BUILDING
215 SOUTH ST. XXXXXX STREET
SOUTH BEND, INDIANA
1. PARTIES: (LANDLORD) Combined Capital Associates VII
X.X. Xxx 0000
Xxxxx Xxxx, Xxxxxxx 00000
(TENANT) 21st Century Telesis, Inc.
000 Xxxxx Xx. Xxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxx, Xxxxxxx 00000
2. AREA: (A) Approximately 5,845 square feet as outlined on exhibit A. (B)
Use of outside space, if necessary, at rear (west) of building for placement of
FIVAC and/or standby generator (subject to local codes). (C) Rooftop placement
of small
communications antenna.
3. TERM: Ten (10) years.
4. RENT: Years I through 5 at $8.50 per square foot per year.
Years 6 through 10 at $9.25 per square foot per year.
5. ESCALATIONS: Tenant pays to Owner real estate tax escalations for
incremental increases over and above 1997 base year on a pro rata and
semi-annual basis.
6. TERM COMMENCEMENT: August 15, 1997
7. TERM EXPIRATION: August 14, 2007
8. OCCUPANCY: May 1, 1997
9. BUILD-OUT: Tenant to perform their own demolition and build out including
new HVAC equipment for Tenant's space and at Tenant's expense.
10. UTTLITIES: Tenant to pay electric charges from Tenant installed electric
meter.
Electric meter to measure all electrical usage in Tenant's space and Tenant's
HVAC
Equipment. Owner responsible for all other utilities, except telephone, and at
Owner's
expense.
11. HVAC: Tenant to install and maintain their own HVAC system for Tenant's
space and outside area as outlined in paragraph 2 above, if necessary, and at
Tenant's expense.
12. JANITORIAL SERVICES: Tenant to provide within Tenant's space and at
Tenant's expense. Owner to provide for common areas and restrooms and at Owner's
expense.
13. MAINTENANCE: Tenant will maintain within Tenant's space including but
not limited to light bulbs and at Tenant's expense. Tenant will also be
responsible for first floor HYAC unit and backup generator, if necessary, and at
Tenant's expense. Owner responsible for all other major building components
including exterior and at Owners expense.
14. USE: Communications equipment and office and sales office subject to
zoning approval.
15. ACCESS: Tenant to have access 24 hours per day, 7 days per week to
building. Tenant shall have free access to first and third floor hallways.
16. VENTTLATION: Tenant allowed to install ventilation and cables, if
necessary, through rear exterior wall and at Tenant's expense.
17. PAYMENT OF RENT: Tenant shall pay to Owner first years rent upon
execution of Lease Agreement in the amount of $49,682.50. All other rent Tenant
pays to Owner shall be payable monthly in advance.
18. OPTION TO RENEW: Extension # I for years II through 15 at $10.00 per
square foot per year. Extension #2 for years 16 through 20 at $10.50 per square
foot per year.
20. SIGNAGE: Tenant shall, at Tenant's discretion, install exterior signage
at street level on South East corner on the East side of building by Tenant at
Tenant's expense as shown on exhibit C.
21. COMMISSIONS: A six (6) percent leasing commission of the initial term
often (10) years will be paid by Owner to Century 21 Realty Plus Commercial in
the amount of $31,124.63 upon delivery of the signed Lease Agreement. No leasing
commission will be paid to Century 21 Realty Plus Commercial on any option to
renew exercised by Tenant. Century 21 Realty Plus Commercial has disclosed that
no commissions are being paid by Tenant, either directly or indirectly, to
Century 21 Realty Plus Commercial.
AGREED TO AND ACCEPTED THIS 14th DAY OF MAY, 1997.
OWNER
COMBINED CAPITAL ASSETS VII
By: Xxxxxx X. Xxxxxxxx, Managing General Partner
AGREED TO AND ACCEPTED THIS 14th DAY OF MAY, 1997.
TENANT
21st CENTURY TELESIS, INC.
BY: Xxxxxx X. Xxxxxxx
ITS: Executive Vice President & Secretary
