SUBLEASE
31ST FLOOR
THIS SUB-SUBLEASE ("Sublease") is made and entered into effective as of the 28th
day of February 2000 by and between eVision USA. Com, Inc. a Colorado
corporation, (at one time RAFCO, LTD. "Sublessor") and Global V mall. Com USA,
Inc., ("Sublessee").
RECITALS
A. 1700 Lincoln Limited, a Colorado limited partnership, as landlord, and
United Banks of Colorado, Inc. ("UBC"), as tenant, entered into that
certain Lease Agreement dated August 18, 1982, as amended by Amendments to
Lease Agreement dated December 30, 1988 and December 18, 1990, respectively
(together, the "Master Lease") covering, in addition to other property,
certain office space on the 31st Floor located at 0000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxx containing approximately 23,379 square feet ("Premises") ,
as more fully described on Exhibit A, attached hereto and made a part
hereof.
B. Norwest Corporation ("Norwest" has succeeded to the interest of UBC under
the Master Lease).
C. Norwest, as Sublandlord, and RAFCO, Ltd. (now know as eVision USA. Com,
Inc.), as Subtenant, entered into that certain Sublease dated January 30,
1992, covering the Premises ("RAFCO Sublease")
D. Sublessee desires to sublet the Premises and Sublessor is willing to sublet
the Premises to Sublessee for an additional two-year period under the terms
and conditions set forth below.
E. Consent of Norwest may be required under the RAFCO Sublease.
AGREEMENT
NOW, THEREFORE, in consideration of the terms and conditions of this Sublease,
the parties agree as follows:
1. Sublease of Premises. Sublessor hereby subleases the Premises to Sublessee
and Sublessee hereby takes and subleases the Premises from Sublessor.
2. Term of Sublease. The term of this Sublease shall commence on March l, 2000
and shall end on April 30, 2007, unless sooner terminated by mutual agreement of
the parties.
3. Rent.
A. Base Rent.
(1) Sublessee covenants and agrees to pay Sublessor as Base Rent for the
Premises during the term of this sublease the following: (i) March 1,
2000 through April 30, 2002, the sum of $53,307.00 per month; and (ii)
May 1, 2002 through April 30, 2007, and the sum of $59,230.00 per
month. All Base Rent and any Additional Rent as hereinafter defined
(together Rent) shall be due upon the first day of each calendar month
during the term of this Sublease and shall be paid without notice,
demand, offset or deduction, in lawful money of the United States of
America to Sublessor.
(2) It is agreed between Sublessor and Sublessee that any monthly
installment, or proration thereof, of Rent which shall not be paid by
the tenth (10th) day of each month, or any other payment, including
Additional Rent, required to be made by Sublessee and not made when
due, shall bear interest at the rate of eighteen percent (15%) per
annum from the date when the same became due and payable by the terms
hereof.
B. Additional Rent. In addition to the Base Rent, for each calendar year
during the term of this Sublease, Sublessee shall pay to Sublessor any
"Additional Rent" required to be paid by Sublessor under the RAFCO
Sublease.
4. Use. Sublessee shall use the Premises only for general office use and for no
other purposes.
5. Condition of Premises. Sublessee accepts the Premises in its present "as is"
condition. Sublessee, at Sublessee's own expense, shall keep the Premises in
good order, condition and repair, including all furniture and fixtures and
equipment installed by Sublessee.
6. Assignment and Subletting. Sublessee shall not assign, mortgage or encumber
this Sublease or any interest herein or sublet all or any part of the Premises
or permit the Premises or any part thereof to be used by others (any and all of
which hereinafter shall be referred to as a "transfer"), without the prior
written consent of Sublessor.
7. Alterations. Sublessee covenants and agrees not to improve, alter, add to,
remove or demolish any improvements on the Premises, or use any contractors or
workmen to make alterations, without the prior written consent of Sublessor,
which shall not be unreasonably withheld and may require approval of
Sublandlord.
8. Lease Terms Apply. This Sublease is subject and subordinate to the Master
Lease and RAFCO Sublease. Sublessee hereby assumes and agrees to perform and
observe all covenants and obligations of Sublessor under the RAFCO Sublease
except as may be inconsistent with the terms hereof, in which case the terms of
this Sublease shall govern.
9. Insurance.
A. Sublessee shall not do or suffer any act upon the Premises or bring into or
keep upon the Premises any article, which will affect the fire risk or
increase the rate of fire insurance or other insurance on the Building.
Sublessee shall comply with the rules and requirements of all boards of
fire underwriters, rating bureaus, bureaus of fire prevention and like
bodies, and with the requirements of all insurance companies having
policies of any kind in effect covering the Building, including policies
insuring against tort liability, and with the requirements of all companies
which have at any time been requested to issue such policies.
B. Sublessee shall carry and maintain, at its own expense, with insurance
companies rated at least A-XII in Best's Insurance Guide which are
authorized to do business in Colorado: (i) all risk insurance coverage
subject to reasonable deductibles covering personal property, trade
fixtures and improvements to the Premises to cover the replacement costs
thereof; (ii) commercial general liability and property damage coverage,
including contractual liability and personal injury insurance applicable to
the Premises in minimum limits of liability of $1,000,000.00 combined
single for bodily injury and property damage liability; and (iii)
appropriate Workers' Compensation and Employer's Liability Insurance, with
an insurance carrier licensed to do business in the State of Colorado,
covering all persons employed by Sublessee or its contractors in connection
with respect to any work on or about the Premises and satisfying the
Workers' Compensation Act of the State of Colorado.
C. Insurance required to be maintained by Sublessee pursuant to this Section
of this Sublease shall name Norwest and 1700 Lincoln Limited as additional
insured and all of the policies shall provide that no cancellation or
substantial alteration thereof shall be effective until at least thirty
(30) days after receipt by Norwest of written notice thereof. All
commercial general liability, property damage and other casualty policies
shall be written as primary policies, not contributing with and not in
addition to coverage that Norwest and 1700 Lincoln Limited may carry.
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10. Compliance with Laws. Sublessee, its agents, employees, and contractors
shall use the Premises and conduct any operations thereon in compliance with all
applicable federal, state and local environmental statutes, regulations,
ordinances and any permits, approvals or judicial or administrative order issued
thereunder.
11. Miscel1aneous.
A. The covenants, conditions and agreements contained in this Sublease shall
bind and inure to the benefit of Sublessor and Sublessee and their
respective successors and assigns.
B. The entire contract of the parties is contained herein and all prior or
contemporaneous negotiations, agreements, representations and
understandings, whether oral or written, are hereby superseded.
C. This Sublease may be amended, altered or modified only by an instrument in
writing signed by both parties to be bound thereby.
D. Tis Sublease shall be governed by and construed in accordance with the laws
of the State of Colorado. If any provision of this Sublease is for any
reason and to any extent, invalid, illegal or unenforceable in any respect,
such invalidity, illegality or un-enforceability shall not affect any other
provision hereof, and this lease shall be construed as it such invalid,
illegal or unenforceable provision had never been contained herein.
Executed and delivered on the 28th day of February, 2000 by,
SUBLESSOR: SUBLESSEE:
By:/s/ Xxx X. Xxxx By: /s/ Xxxxxxx Xxx
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Xxx X. Xxxx, Chairman Xxxxxxx Xxx
eVision XXX.Xxx, Inc. Global V mall. Com USA,Inc.
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