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EXHIBIT 10.3
LEASE
THIS LEASE (the "Lease"), is made this 22nd day of October, 1992 by and
between ORCHARD RIDGE OFFICE PARK LIMITED PARTNERSHIP, a Michigan Limited
Partnership, whose address is 00000 X. 00 Xxxx Xx., Xxxxx 000, Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000 ("Landlord") and COMPLETE BUSINESS SOLUTIONS, INC., a
Michigan Corporation, whose address is 00000 Xxxxxxxxxxxx Xxxxxxx, Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000 ("Tenant").
WITNESSETH
1. Leased Premises. Landlord, in consideration of the rents to be paid
and the covenants and agreements to be performed by Tenant, does hereby lease
unto Tenant, and Tenant hereby rents from Landlord, certain premises (the
"Leased Premises") situated in the City of Farmington Hills, Oakland County,
Michigan, more particularly described as he 2nd floor of the West-wing of the
office building (the "Building") located at 00000 X. 00 Xxxx, Xxxxxxxxxx Xxxxx,
Xxxxxxxx as shown on the floor plan attached as Exhibit A to this Lease,
together with a non-exclusive right to the use of the parking and common
facilities, which shall be furnished by Landlord in substantial accordance with
Exhibit B attached to this Lease, in common with Landlord and the other tenants
and occupants of the Building, and their agents, employees, customers,
licensees, and invites. Landlord expressly reserves the right to build an
additional structure or structures on the parking areas presently surrounding
the Building, subject to furnishing sufficient parking, as required by
applicable building ordinances, through parking structure or otherwise. Tenant
hereby agrees not to interfere with such construction in any manner whatsoever.
Landlord shall have the right to make reasonable rules and regulations governing
the use of the parking and common facilities. It is acknowledged and agreed
between the parties to this Lease that the Leased Premises consists of 18,901
square feet which constitutes sixteen percent (16%) percent of the Building. As
used in this Lease, "Tenant's Share" means the percentage equal to the
percentage of square feet that the Leased Premises occupies in the Building, as
set in the preceding sentence.
2. Term. The Leased Premises are leased for a term (the "Lease Term") to
commence on December 14, 1992 and to end on May 13, 1998 unless the Lease Term
is terminated sooner as provided in this Lease. Except as otherwise provided in
Paragraph 2.B., if the Landlord fails to deliver the Leased Premises on the
Commencement Date (as defined below) because the Leased Premises are not then
ready for occupancy, or because the previous occupant of the Leased Premises is
holding over, or for any other cause beyond Landlord's control, Landlord shall
not be liable to Tenant for any damages as a result of Landlord's delay in
delivering the Leased Premises, and the Commencement Date and the Expiration
Date of the Lease Term shall be postponed by that period of time equal to the
difference between the date set forth above as being the Commencement Date and
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the date that the Leased Premises are ready for Tenants occupancy. The dates
upon which the Lease Term shall commence and end pursuant to this Paragraph 2.
are referred to in this Lease as the "Commencement Date" and the "Expiration
Date", respectively.
2B. Delivery Date. Landlord hereby agrees to deliver to Tenant that
portion of the Leased Premises described in Exhibit A-2, said Exhibit being
hereby made a part hereof, on or before January 5, 1993. In the event Landlord
fails to deliver possession as defined herein of that portion of the Leased
Premises shown in Exhibit A-2 hereof by January 5, 1993, and such delay in
delivery is not caused or occasioned by any acts or interference by Tenant or
anyone acting on Tenants behalf or any change in scope in the Tenant's
improvements as set forth in Exhibit A attached hereto, then and in such event,
Landlord agrees to make available to Tenant, at no charge, approximately 1,000
square feet of contiguous space located in the Building with at lease one (1)
220 volt outlet. Landlord further agrees that it shall deliver substantially
complete to Tenant, as defined herein, the balance of the Leased Premises on or
before February 15, 1993. In the event Landlord fails to deliver the balance
of the Leased Premises by February 15, 1993 and provided any delay in delivery
of possession, as required herein is not caused or occasioned by any acts or
interference by Tenant, or anyone acting on Tenants behalf, Tenant shall be
entitled, to liquidated damages, the sum of Seventy Five ($75.00) Dollars per
day until such time as Landlord delivers possession of the Leased Premises.
This shall be Tenants sole remedy for any breach under the provisions of this
Paragraph.
For purposes of this provision, said premises shall be deemed
substantially complete and Landlord shall have satisfied his obligations
hereunder when Landlord has, in accordance with Exhibit A, completed
construction of interior walls, installed carpeting, provided adequate
electrical and lighting, installed ceiling tiles, painted walls, and provided
heating and cooling.
3. Rent. Tenant shall pay to the Landlord as rent (the "Rent") for
the Leased Premises during the Lease Term the sum of $1,240,989.75, payable in
advance in monthly installments in the respective amounts set forth in the
Schedule of Rents attached to this Lease, on or before the first day of each
and every month. Such payments shall be made at the office of the Landlord as
designated in this Lease or at such other place as Landlord may designate in a
notice to Tenant. If the Lease Term commences on a day other than the first
day of a calendar month or ends on a day other than the last day of a calendar
month, the Rent for such first or last fractional month shall be the percentage
of the monthly Rent equal to the percentage that the number of days in such
fractional month bears to the total number of days in the calendar month. If
Tenant takes possession of the Leased Premises prior to the Commencement Date,
Tenant shall pay Landlord Rent at
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the monthly rate specified in this Paragraph 3 for each full month it is in
possession of the Leased Premises prior to the Commencement Date and pro-rata
for any such fractional month.
Rent and all other charges due under this Lease shall promptly be paid
without prior demand therefor. Tenant shall pay to Landlord a late charge
equal to Four (4%) percent of each Rent payment and other charge which is not
received by Landlord on the date when due; provided, however, Tenant shall be
allowed to pay rent without penalty by the tenth (10th) of the month two (2)
times per calendar year. In addition, Tenant shall pay to Landlord interest on
such overdue amount at the rate of nine (9%) percent per annum from the date
such payment is due to the date such payment is made in full, unless the
charging of such rate of interest shall then be illegal under applicable law,
in which case, such overdue amounts shall bear interest at the highest rate
then permitted by law from the date such payment is due to the date such
payment is made in full. Landlord shall have no obligation to accept less than
the full amount of any installment of Rent, late charges and other charges
which are due and owing by Tenant to Landlord, and if Landlord accepts less
than the full amounts due and owing, Landlord may apply the sums received
toward any of Tenant's delinquent obligations in Landlord's discretion. No
endorsement or statement on any check, no statement contained in any letter
accompanying any check or payment, nor any acceptance of any check or payment
by Landlord of less than the full amount due and owing to Landlord, under this
Lease, shall constitute an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to its right to recover the balance of
such amount or to pursue any other legal remedy. Notwithstanding anything
contained herein to the contrary, Tenant's obligation to pay rent herein shall
not commence until such time as the entire Leased Premises are substantially
complete as defined in Paragraph 2.B. hereof.
4. Use and Occupancy. The Leased Premises shall be used and occupied
for office and incidental purposes, and for no other purpose without the
written consent of Landlord, which consent shall not be unreasonably withheld.
Tenant shall not commit or suffer to be committed any material waste upon the
Leased Premises, nor shall Tenant use the Leased Premises for any purpose in
violation of any law, municipal ordnance, or regulation, nor shall Tenant
perform any acts or carry on any practices which may injure the Leased Premises
or the Building or be a nuisance, disturbance or menace to the other tenants
of the Building. If any governmental license or permit shall be required for
the proper and lawful conduct of Tenant's business or any other activity
carried on by or through Tenant in the leased Premises, then Tenant, at its
sole cost and expense, shall procure and thereafter maintain such license or
permit, and submit the same to Landlord upon request, and, at its sole cost and
expense, Tenant shall at all times comply
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with the requirements of each such license or permit. Notwithstanding any
provision of this Lease to the contrary, Tenant shall not be required to comply
with any applicable law that requires any alteration, maintenance, restoration,
repair, remediation, or cleanup of the Leased Premises unless required as a
result of the Tenant's acts or specific and particular use of the Leased
Premises.
5. Repairs and Maintenance. At the Expiration Date, Tenant shall
surrender the Leased Premises in good condition, reasonable wear and tear and
repairs required to be made of Landlord excepted. Except as otherwise provided
in this Lease, Landlord shall promptly make all necessary repairs and
replacements to the Building and the Leased Premises, including all repairs and
replacements to the Building and the Leased Premises required as a result of
damages caused by fire, casualty, or other acts of God; provided, however, and
notwithstanding anything to the contrary contained in this Lease, that Tenant
shall make all repairs and replacements to the Leased Premises, at its sole
cost and expense (except to the extent that insurance proceeds are recovered
therefor), to the extent such damage was caused by its willful act or
negligence or the willful act or negligence of its employees, servants, agents,
licensees, or invites. Tenant shall, within ten (10) business days, give
written notice to Landlord in case of fire or accidents (whether to person or
property) in or to the Leased Premises or in the Building.
All repairs to the Leased Premises or to the Building required to be
made by Tenant under this Lease shall be made at Tenant's sole cost and
expense, at such times and in such manners as Landlord may reasonably
designate, and only by such contractors or mechanics as approved by Landlord
and only in accordance with such plans as are mutually agreed upon by the
parties hereto. If Tenant refuses or neglects to commence or complete such
repairs promptly and adequately, Landlord may, but shall not be required to do
so, make and complete said repairs and Tenant shall pay the cost thereof to
Landlord upon demand. Tenant shall keep the building free from any liens
arising out of any work performed, materials provided or other obligations
incurred with relation to any construction, improvements or repairs by Tenant.
Tenant agrees to bond against or discharge any such lien (including without
limitation any construction, mechanic's or materialman's lien) within ten (10)
days after a written request therefore by Landlord. Tenant shall give Landlord
at least two (2) days written notice prior to commencing or causing to commence
any work on the Leased Premises. Tenant shall, within ten (10) days of demand
therefor, reimburse Landlord any and all costs and expenses, including
reasonable attorney fees, which may be incurred by Landlord by reason of the
filing of any such lien and/or the removal of same.
If the Landlord, in its reasonable discretion, deems it
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necessary, or if the Landlord shall be required by any governmental authority
to repair, alter, remove, reconstruct or improve any part of the Building which
might in any way substantially affect Tenants use or enjoyment of the Building,
(unless the same results from Tenant's willful and/or negligent acts or change
from current mode of operation, in which event Tenant shall make all such
repairs, alterations and improvements), then the same shall be made by Landlord
with reasonable and prompt dispatch, and, except as otherwise provided in this
Lease, absent substantial interference, should the making of such repairs,
alterations or improvements cause any interference with Tenant's use of the
Leased Premises, such interference shall not relieve Tenant from the
performance of its obligations under this Lease.
If the parties hereto shall deem it reasonably necessary, or if the
Landlord shall be required by any governmental authority to repair, alter,
remove, reconstruct or improve any part of the Leased Premises (unless the same
results from Tenant's negligent and/or willful acts or damage of mode of
operation, in which event Tenant shall make all such repairs, alterations and
improvements), then the same shall be made by Landlord with reasonable and
prompt dispatch, and, except as otherwise provided in this Lease, absent
substantial interference, should the making of such repairs, alterations or
improvements interfere with Tenant's use of the Leased Premises, such
interference shall not relieve Tenant from the performance of its obligations
under this Lease.
5A. Right of Offset. Landlord's right to Rent and other charges are
due from Tenant on time without any right to offset except that in the event the
Leased Premises suffer material physical damage caused by water in the Leased
Premises, unless the same results from Tenant's willful and/or negligent acts,
and after Tenant's reasonable determination that such a condition exists, Tenant
will promptly notify Landlord, in writing, that such a condition exists and will
allow Landlord access to the Leased Premises to make any repairs which Landlord,
in its sole discretion deems necessary. In the event that the Landlord shall
fail to make such repairs promptly after receiving written notice of the
occurrence of such damages, then Tenant shall have the option to make reasonable
repairs to the Leased Premises and may, upon submission of proof of payment of
same, deduct the cost of such repairs from rent due Landlord hereunder. In
the event Tenant exercises its option hereunder Tenant specifically agrees that
it will use only reputable contractors, reasonably acceptable to Landlord, that
it will obtain three bids from contractors and will accept the most beneficial
bid, and that any repair work will be completed to the reasonable satisfaction
of the landlord. Tenant further agrees that it will promptly pay for such
repairs and keep the building free from any liens arising out of any work
performed, materials provided or other obligations incurred with relation to
any construction, improvements or repairs as provided in Paragraph
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5 hereinabove.
6. Alterations. Tenant shall not make any alterations, additions or
improvements to the Leased Premises (whether or not the same may be structural
in nature) without Landlord's prior written consent, which consent shall not be
unreasonably withheld, and all alterations, additions or improvements made by
either Landlord or Tenant to the Leased Premises, except movable office
furniture, equipment and trade fixtures installed at Tenant's expense, shall be
the property of Landlord and remain upon and be surrendered with the Leased
Premises at the expiration of the Lease Term. All alterations shall be done
only at such times and in such manner as Landlord may reasonably designate, and
only by such contractors or mechanics as are approved by Landlord, which
approval shall not be unreasonably withheld.
7. Assignment and Subletting. Tenant shall not assign, transfer,
mortgage or in any other way transfer any interest in this Lease or sublet all
or any part of the Leased Premises without the prior consent of Landlord, which
consent shall not be unreasonably withheld. Any assignment, transfer (including
transfers by operation of law or otherwise), hypothecation, mortgage or
subletting without such written consent shall give Landlord the right to
terminate this Lease and to re-enter and repossess the Leased Premises. No
permissible assignment; sublease, mortgages or other transfer of any interest in
this Lease shall (i) release Tenant from any of its obligations under this
Lease, (ii) be valid unless each such assignee, sublessee, mortgagee, or other
transferee agrees in writing to be bound to, and assume, all of the terms,
covenants and conditions of this Lease, a copy of which shall be delivered to
Landlord, or (iii) be valid unless and until Landlord receives written notice
that the assignment, sublease, mortgage or other transfer has occurred. Any
change in the control of fifty (50%) percent or more of the capital or voting
stock of Tenant, unless such an exchange is a result of a public offering of
common stock or other voting securities or instruments, after the date of this
Lease, irrespective of whether such change is the result of one or more sale or
other transfer of issued and outstanding shares of such stock and/or the
issuance of new shares of such stock, or any change in the control of fifty
(50%) percent or more of Tenant's partnership interests, if Tenant is a
co-partnership or a limited partnership, irrespective of whether such change in
control is the result of one or more sale or other transfer of partnership
interests, shall be deemed to be an assignment of this Lease within the meaning
of this Paragraph. As used in this Paragraph, the word "Tenant" shall also mean
any entity which is a guarantor of Tenant's obligations under this Lease, and
the prohibition hereof shall be applicable to any sales or transfers of the
stock or partnership interest of said guarantee.
8. Insurance and Indemnification.
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a. Landlord, and its agents and employees, shall not be responsible for or
liable to Tenant, or any of Tenant's employees, agents, invites or licensees,
for any loss or damage that may be occasioned by or through acts or omissions of
any other tenant in the Building or such tenant's agents, employees,
invites or licensees.
b. Tenant shall indemnify and hold Landlord, and every Mortgagee of
Landlord, harmless from any liability for damages to any person or property in,
on or about the Leased Premises from any cause whatsoever, except for damages
which are the result of the willful act or negligence of the Landlord or its
employees, invitees, agents or licensees, and Tenant shall procure and keep in
effect during the entirety of the Lease Term public liability and property
damage insurance protecting Landlord, every Mortgagee of Landlord, and Tenant,
having minimum limits of liability, set forth in the Schedule of Rents attached
to this Lease. Landlord, and any other party designated by Landlord, shall be
named as an additional insured in all policies of insurance required of Tenant
pursuant to this Lease, and all such policies shall contain a clause that the
insurer will not cancel or change the insurance without first giving Landlord
thirty (30) days prior written notice. The insurance required under this
Paragraph shall be with an insurance company or companies approved by Landlord,
which approval shall not be unreasonably withheld, delayed or conditioned, and a
copy of the paid-up policy evidencing such insurance shall be delivered to
Landlord within ten (10) days after request by Landlord. If Tenant fails to
procure such insurance, or any renewals thereof, Landlord may, at its option,
procure the same for the account of Tenant, and the cost thereof shall be paid
to Landlord as additional Rent upon receipt by Tenant of bills therefor.
c. It is understood and agreed that all personal property of any kind and
nature whatsoever stored or maintained upon or in the Leased Premises shall be
stored or maintained at the sole risk, expense, and responsibility of Tenant,
unless such damage is cause by willful or negligent acts of Landlord, licensees
agents or employees.
d. Landlord and Tenant hereby release each other and their respective
agents and employees from any and all liability to each other or anyone claiming
through or under them by way of subrogation or otherwise, for any loss or damage
to property caused by or resulting from risks insured against under fire or
extended coverage casualty insurance carried by the parties to this Lease and in
force at the time of any such loss or damage; provided, however, that this
release shall be applicable and in force and effect only with respect to loss or
damage occurring during such time as the releaser's policies contain a clause or
endorsement to the effect that any such release shall not adversely affect or
impair such policies or prejudice the right of the releaser to
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recover thereunder. Landlord and Tenant each agree that it will require its
insurance carriers to include in its policies such a clause or endorsement, and
will include such a clause only so long as it is included without additional
cost, or if additional cost is chargeable therefor, only so long as Landlord
and Tenant pays their own such additional costs. Each party will notify the
other of any such additional cost, and such other party at its election may pay
the same, but shall not be obligated to do so.
9. Destruction. If the Leased Premises are damaged or destroyed in
whole or in part by fire or other casualty during the Lease Term, Landlord
shall, at its cost and expense (unless such damage or destruction is caused by
the willful act or negligence of the Tenant or any of its employees, agents, or
invitees, which in such case, and notwithstanding anything to the contrary
contained in this Lease, all such repair or restoration shall be done at
Tenant's sole cost and expense), repair and restore the same to tenantable
condition with reasonable dispatch, unless Landlord, pursuant to this
Paragraph, shall elect not to rebuild the Building or elect to terminate this
Lease, and Rent shall xxxxx entirely if the entire Leased Premises are
untenantable, and proportionately for the portion rendered untenantable, in the
case of partial untenantability, until such time as the Leased Premises are
restored to tenantable condition. If the Leased Premises cannot be restored to
tenantable condition within a period of one hundred fifty (150) days, Landlord
and Tenant shall each have the right to terminate this Lease upon written
notice to the other and any Rent paid for any period subsequent to the date of
such termination shall be refunded to Tenant. If the Leased Premises are
damaged due to fire or other casualty, Landlord shall remove such of Tenant's
furniture and other belongings from the Leased Premises as may be required in
order to repair and restore the Leased Premises. Landlord and Tenant shall
mutually agree to judge the extent of the untenantability of the Leased
Premises and of the time required for the repair and restoration of the same.
Notwithstanding any other provisions of this section, if more than
thirty-five (35%) percent of the Building is destroyed by fire or other
casualty, Landlord shall have the right to terminate this Lease upon written
notice to Tenant, in which event any Rent paid for any period subsequent to the
date of such destruction shall be refunded to Tenant. If Landlord elects
not to terminate this Lease, Landlord agrees to proceed in a diligent manner to
repair any damage caused by such fire or casualty.
Any repair or restoration of the Leased Premises pursuant to this
Paragraph shall be effected in accordance with the working drawings originally
approved by Landlord. Unless otherwise provided herein, Landlord shall
not be required to repair or replace any of Tenants' trade fixtures,
furnishings, equipment or other property or improvements.
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10. Eminent Domain. If the whole or any substantial part of the Lease
Premises or the Building shall be taken by any public authority under the power
of eminent domain, then the Lease Term shall cease with respect to the part so
taken on the date that possession of such part shall be required for public use,
and any Rent paid for any period subsequent to such date shall be refunded to
Tenant, and Landlord and Tenant shall each have the right to terminate this
Lease upon written notice to the other, which notice shall be delivered within
sixty (60) days following the date notice is received of such taking. If neither
Landlord nor Tenant terminates this Lease as provided in this Paragraph,
Landlord shall make the necessary repairs to the Leased Premises and the
Building to render and restore the same to a complete architectural unit, and
Tenant shall continue in possession of the portion of the Leased Premises not
taken under the power of eminent domain under the same terms and conditions of
this Lease, except that the Rent shall be reduced in direct proportion to the
amount of the Leased Premises so taken. All damages awarded for any such taking
shall belong to, and be the property of, Landlord, whether such damages be
awarded as compensation for diminution in value of the leasehold or to the fee
of the premises; provided, however, Landlord shall not be entitled to any
portion of the award made to Tenant for loss of business, removal and
reinstallation of fixtures, or moving expenses.
11. Rules and Regulations. Tenant agrees to comply with and observe all
rules and regulations set forth on Exhibit E attached to this Lease. Tenant's
failure to keep and observe any such rules and regulations shall constitute a
breach of the terms of this Lease in the same manner as if they were contained
in this Lease as covenants.
12. Quiet Enjoyment. Landlord warrants that Tenant, upon paying Rent,
and all other charges under this Lease and in observing and in performing each
and every material covenant, term and condition of this Lease, shall peacefully
and quietly hold, occupy and enjoy the Leased Premises through the Lease Term,
without molestation or hindrance by Landlord or any person whomsoever, subject,
nevertheless, to the terms and conditions of this Lease and any mortgages to
which this Lease is subordinate. Landlord hereby agrees to use its best
efforts to obtain a non-disturbance agreement from its lender, whereby if its
lender forecloses on the building, it shall not disturb the tenants use of such
space.
13. Estoppel Certificate, Attornment and Subordination. Tenant agrees to
execute in recordable form and deliver to Landlord, or any person designated by
Landlord, an Estoppel Certificate in the form attached hereto as Exhibit F.
If any proceedings are brought for the foreclosure of, or in
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the event of the conveyance by deed in lieu of foreclosure of, or in the event
of exercise of the power of sale under any mortgage made by Landlord covering
the Leased Premises, Tenant hereby attorns to, and covenants and agrees to
execute an instrument in writing reasonably satisfactory to the new owner
whereby Tenant attorns to, such successor in interest and recognizes such
successor as the Landlord under this Lease.
Tenant agrees that this Lease shall, at the request of the Landlord, be
subordinate to any first mortgages or deeds of trust that may hereafter be
placed upon the Building and to any and all advances to be made thereunder, and
to the interest thereon, and all renewals, replacements and extensions thereof,
provided the mortgagee or trustee named in said mortgages or trust deeds shall
agree to recognize the Lease of Tenant in the event of foreclosure if Tenant is
not in default. Tenant also agrees that any mortgagee or trustee may elect to
have this Lease a prior lien to its mortgage or deed of trust, and in the event
of such election and upon notification by such mortgagee or trustee to Tenant to
that effect, this Lease shall be deemed prior to lien to the said mortgage or
deed of trust, whether this Lease is dated prior to or subsequent to the date of
said mortgage or deed of trust. Tenant agrees, that upon the request of
Landlord, or any mortgagee or any trustee, it shall execute whatever instruments
may be required to carry out the intent of this Paragraph.
Failure of Tenant to execute any statement or instrument necessary or
desirable to effectuate the foregoing provisions of this Paragraph within ten
(10) days' written notice to Tenant by Landlord shall constitute a breach of
this Lease by Tenant, and Tenant hereby irrevocably appoints Landlord its
attorney-in-fact with full power and authority to execute and deliver in
Tenant's name any such statements or instruments.
14. Non-Liability. Notwithstanding any provision of this Lease to the
contrary, and except to the extent that insurance proceeds are recovered
therefor, Landlord shall not be responsible or liable to Tenant for any loss or
damage resulting to Tenant or its property from burst, stopped or leaking water,
gas, sewer or steam pipes, or for any damage or loss of property within the
Leased Premises from any cause whatsoever, unless such loss or damage is caused
by the negligent or intentional act of Landlord or its employees, agents or
licensees. In the event of any sale or transfer including any transfer by
operation of law) of the Leased Premises by Landlord, Landlord (and any
subsequent owner of the Leased Premises making such a transfer) shall be
automatically relieved from any and all obligations and liabilities under this
Lease, except for such obligations and liabilities as shall have arisen during
Landlord's (or such subsequent owner's) respective period of ownership.
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15. Default.
a. Upon the occurrence at any time prior to the Commencement Date or
during the Lease Term of any one or more of the following events ("Events of
Default"), to-wit:
(i) if Tenant shall default in the payment when due of any
installment of Rent or in the payment when due of any additional charges
and such default shall continue for a period of ten (10) days after the
date when due; or
(ii) if Tenant shall default in the observance or performance of any
material term, covenant or condition of this Lease on Tenant's part to be
observed or performed (other than the covenants for the payment of Rent
and additional charges) and Tenant shall fail to remedy such default
within thirty (30) days after notice by Landlord to Tenant of such
default, or if such default is of such a nature that it cannot be
completely remedied within said period of thirty (30) days and Tenant
shall not commence within said period of thirty (30) days, or shall not
thereafter diligently prosecute to completion, all steps necessary to
remedy such default; or
(iii) if Tenant shall file any petition or answer seeking any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under the present or any present or
future applicable state insolvency or other state statute or law, or shall
make an assignment for the benefit or creditors or shall seek or consent
to or acquiescence in the appointment of any trustee, receiver or
liquidator of Tenant or of all or any part of the property of Tenant; or
(iv) if, within sixty (60) days after the commencement of any
proceeding against Tenant, whether by filing of a petition or otherwise
seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under the present or any
future federal bankruptcy act or any other present or future applicable
federal, state or other statute or law, such proceeding shall not have
been dismissed, or if, within sixty (60) days after appointment of
any trustee, receiver or liquidator of Tenant, or of all or any part of
the property of Tenant, without the consent or acquiescence of Tenant,
such appointment shall not have been vacated or otherwise discharged, or
if any execution or attachment shall be issued against Tenant or any of
property of Tenant pursuant to which the Leased Premised shall be taken or
occupied or attempted to be taken or occupied; or
(v) if Tenant shall default in the observance or
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performance of any material term, covenant or condition on Tenant's part
to be observed or performed under any other lease with Landlord of
space in the Building, and such default shall continue beyond the greater
of any grace period set forth in such other lease for the remedying of
such default or thirty (30) days; or
(vi) if the Leased Premises shall become vacant, deserted or
abandoned for a period of thirty (30) consecutive days or more; or
(vii) if all or any part of Tenant's interest in this Lease, shall
devolve upon or otherwise be transferred to any person, whether by
operation of law or otherwise, except as expressly permitted under
Paragraph 7;
then, upon any such occurrence, Landlord shall have the remedies
provided for in Paragraph 16 of this Lease.
b. If at any time:
(i) Tenant shall be comprised of two or more persons; or
(ii) Tenant's obligations under this Lease shall have been
guaranteed by any person other than Tenant; or
(iii) Tenant's interest in this Lease shall have been
assigned,
the word "Tenant," as used in subsection 15 a. (iii) and (iv) hereof, shall be
deemed to mean any one or more of the persons primarily or secondarily liable
for Tenant's obligations under this Lease.
Any monies received by Landlord from or on behalf of Tenant during the
pendency of any proceeding of the types referred to in such subsections 15 a.
(iii) and (iv) shall be deemed paid as compensation for the use and occupation
of the Leased Premises and the acceptance of any such compensation by Landlord
shall not be deemed an acceptance of Rent or a waiver on the part of Landlord
of any rights under Paragraph 16 of this Lease.
16. Remedies.
a. To the extent permitted by law, if any of the Events of Default
described in Paragraph 15 a. of this Lease occur, Landlord, in addition to
any other right or remedy it may have at law, in equity, or under this Lease,
shall have the following remedies:
(i) Landlord at any time after such Event of Default, at
Landlord's option, may give to Tenant a seven (7) days notice
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of termination of this Lease, and if such notice is given, this Lease and the
Lease Term shall come to an end and expire (whether or not the Lease Term shall
have commenced) upon the expiration of such seven (7) days with the same effect
as if the date of expiration of such seven (7) days were the Expiration Date,
but Tenant shall remain liable for damages as provided in Paragraph 17;
(ii) Either with or without terminating this Lease, Landlord and its
agents and servants may immediately, or at any time after such Event of Default
or after the date upon which this Lease and the term shall expire and come to
an end, re-enter the Leased Premises or any part thereof, without notice,
either by summary proceedings or by any other applicable action or proceeding
or otherwise by peaceful means, and may repossess the Leased Premises after 30
days written notice, dispose of any and all of Tenant's property and effects
from the Leased Premises; and
(iii) Either with or without terminating this Lease, Landlord may
relet the whole or any part or parts of the Leased Premises from time to time,
either in the name of Landlord or otherwise, to such tenant or tenants, for
such term or terms ending before, on or after the Expiration Date, at such
rental or rentals and upon such other conditions, which may include concessions
and free rent periods, as Landlord may reasonably determine. Landlord agrees to
do all things reasonably necessary to mitigate its damages; however, Landlord
shall not be deemed to have breached this obligation if it shall lease to a
third-party other space in the Building, or any other office building in which
it may have an interest, before or instead of the Leased Premises, or, if it
shall relet the Leased Premises, for the failure to collect any rent due upon
any such reletting, and no such failure shall operate to relieve Tenant of any
liability under this Lease or otherwise affect any such liability; and Landlord
may make such repairs, replacements, alterations, additions, improvements,
decorations and other physical changes in and to the Leased Premises as
Landlord, in its sole discretion, considers advisable or necessary in
connection with any such reletting or proposed reletting, without relieving
Tenant of any liability under this Lease or otherwise affecting such liability.
Upon any reletting of the Leased Premises, all rental and other sums
received by Landlord from such reletting shall be applied, first to the payment
of any indebtedness other than Rent due under this Lease from Tenant to
Landlord; second, to the payment of any costs and expenses such
reletting, including reasonable brokerage fees and repairs to the Leased
Premises; third, to the payment of Rent and other charges due
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and unpaid under this Lease; and the residue, if any, shall be the property
of the Landlord.
b. In the event of a breach or threatened breach by Tenant, or any
persons claiming through or under Tenant, of any material term, covenant or
condition of this Lease on Tenant's part to be observed or performed, Landlord
shall have the right to enjoin such breach and the right to invoke any other
remedy allowed by law or in equity as if re-entry, summary proceedings and
other special remedies were not provided in this Lease for such breach.
The remedies hereinbefore set forth are cumulative and shall not preclude
Landlord from invoking any other remedy allowed at law or in equity, nor shall
the election of any remedy specifically provided in this Lease be deemed an
election of remedies so as to preclude the invoking of any other remedy
provided in this Lease.
17. Damages. If this Lease and the Lease Term expire and come to an end,
or if Landlord re-enters the Leased Premises as permitted in this Lease or as
otherwise permitted by law, then:
a. Tenant shall pay to Landlord all Rent and other charges payable by
Tenant to Landlord under this Lease to the date upon which this Lease and the
Lease Term shall have expired or to the date of re-entry upon the Leased
Premises by Landlord, as the case may be; and
b. Tenant shall also be liable for and shall pay to Landlord, as
damages, any deficiency (the "Deficiency") between the Rent for the period
which otherwise would have constituted the unexpired portion of the Lease Term
and the net amount, if any, of rents collected under any reletting effected
pursuant to the provisions of Paragraph 16 (after first applying the proceeds
of such rent as set forth in Paragraph 16 a. (iii) for any part of such period.
Any such Deficiency shall be paid in monthly installments by Tenant on the day
specified in this Lease for payment of installments of Rent, and Landlord shall
be entitled to recover from Tenant each monthly Deficiency as the same shall
arise, and no suit to collect the amount of the deficiency for any month shall
prejudice Landlord's right to collect the Deficiency or any month for any
subsequent month by a similar proceeding.
18. Tenant's Interest Not Transferable. Neither Tenant's interest in this
Lease, nor any interest therein of Tenant nor any estate hereby created in
Tenant shall pass to any trustee or receiver or assignee for the benefit of
creditors or otherwise by operation of law.
19. Deleted.
20. Conditions to the Assumption and Assignment of the Lease under Chapter
7 of the Bankruptcy Code. In the event that Tenant shall become a Debtor under
Chapter 7 of the Bankruptcy Code, and
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the Trustee or Tenant shall elect to assume this Lease for the purpose of
assigning the same or otherwise, such election and assignment may only be made
if all of the terms and conditions of Paragraph 21 and Paragraph 22 hereof
are satisfied. If such Trustee shall fail to elect to assume this
Lease within sixty (60) days after the filing of the Petition, this Lease shall
be deemed to have been rejected. Landlord shall be thereupon immediately
entitled to possession of the Premises without further obligation to Tenant or
Trustee, and this Lease shall be canceled, but Landlord's right to be
compensated for damages in such liquidation proceeding shall survive.
21. Conditions to the Assumption of the Lease in Bankruptcy Proceedings.
a. In the event that a Petition for reorganization or adjustment of
debts is filed concerning Tenant under Chapter 11 or 13 of the Bankruptcy Code,
or a proceeding is filed under Chapter 7 under the Bankruptcy Code and is
transferred to Chapter 11 or 13, the Trustee or the Tenant, as
Debtor-In-Possession, must elect to assume the Lease within sixty (60) days
from the date of the filing of the Petition under Chapter 11 or 13, or the
Trustee or Debtor-In-Possession shall be deemed to have rejected this Lease.
No election by the Trustee or Debtor-In-Possession to assume this Lease,
whether under Chapter 7, 11 or 13, shall be effective unless each of the
following conditions, which Landlord and Tenant acknowledge are commercially
reasonable in the context of a bankruptcy proceeding of Tenant, have been
satisfied, and Landlord has so acknowledged in writing:
(i) The Trustee or the Debtor-In-Possession has provided Landlord with
adequate assurance of the future performance of each of Tenant's,
Trustee's or Debtor-In-Possession's obligations under the Lease,
which shall include without limitation, that the Trustee or
Debtor-In-Possession shall also deposit with Landlord, as security for the
timely payment of rent, an amount equal to three (3) months' rent and
other monetary charges accruing under this Lease.
(ii) The assumption of the Lease will not breach any provision in any
other lease, mortgage, financing agreement or other agreement by which
Landlord is bound relating to the Building.
b. For purposes of this Paragraph, Landlord and Tenant acknowledge
that, in the context of a bankruptcy proceeding of Tenant, at a minimum
"adequate assurance" shall mean that the Trustee or the Debtor-In-Possession
has and will continue to have sufficient unencumbered assets after the payment
of all secured obligations and administrative expenses to assure Landlord that
the Trustee or Debtor-In-Possession will have sufficient funds to
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fulfill the obligations of Tenant under this Lease, properly staffed with
sufficient employees to conduct a fully-operational, actively promoted business
on the Premises.
22. Conditions To the Assignment Of The Lease In Bankruptcy Proceedings.
If the Trustee or Debtor-In-Possession has assumed the Lease pursuant to the
terms and provisions of Paragraphs 20 or 21 herein, for the purpose of
assigning (or elects to assign) the Tenant's interest under this Lease or the
estate created thereby, to any other person, such interest or estate may be so
assigned only if Landlord shall acknowledge in writing that the intended
assignee has provided adequate assurance as defined in this Paragraph 22 of
future performance of all of the terms, covenants and conditions of this Lease
to be performed by Tenant.
For purposes of this Paragraph, Landlord and Tenant acknowledge that, in
the context of a bankruptcy proceeding of Tenant, at a minimum "adequate
assurance of future performance" shall mean that each of the following
conditions have been satisfied, and Landlord has so acknowledged in writing:
a . The assignee has submitted a current financial statement audited by a
Certified Public Accountant which shows a net worth and working capital in
amounts determined to be sufficient by Landlord to assure the future
performance by such assignee of the Tenant's obligations under this Lease;
b . The assignee, if requested by Landlord, shall have obtained
guarantees in form and substance satisfactory to Landlord from one or more
persons who satisfy Landlord's standards of credit worthiness;
c. The assignee has submitted in writing evidence,
satisfactory to Landlord, of substantial experience in the business affairs
which it intends to engage in;
d. The Landlord has obtained all consents or waivers from any third
party required under any lease, mortgage, financing arrangement or other
agreement by which Landlord is bound to permit Landlord to consent to such
assignment.
23. Use and Occupancy Charges. When, pursuant to the Bankruptcy
Code, the Trustee or Debtor-In-Possession shall be obligated to pay reasonable
use and occupancy charges for the use of the Leased Premises or any
portion thereof, such charges shall not be less than the minimum rent as
defined in this Lease and other monetary obligations of Tenant for the payment
of maintenance, common area charges, real estate taxes, utilities, insurance
and similar charges.
24 . Preservation of Landlord's Rights. Notwithstanding
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Paragraphs 19 through 23, inclusive, of this Lease, in the event that the
Bankruptcy Code is modified or amended, subsequent to the date hereof, then to
the extent that the Bankruptcy Code, as amended permits, the Landlord shall
have the right and option, to be exercised in its sole discretion, to terminate
this Lease and all rights of Tenant hereunder upon (and after) the occurrence
of either of the following events.
a. Tenant files a voluntary petition under any Chapter of the
Bankruptcy Code or any other federal bankruptcy or insolvency statute; or
b. Any involuntary Petition under any Chapter of the Bankruptcy Code
or any other federal bankruptcy or insolvency statute is filed against Tenant
and is not dismissed within sixty (60) days of such filing.
Further, the terms and provisions of Paragraphs 19 through 23, inclusive,
of this Lease shall not be deemed to be a limitation upon or a waiver of any
other rights and remedies that Landlord may have pursuant to the Bankruptcy
Code, any other applicable laws and/or this Lease.
25. Non-Waiver. No failure by either party to insist upon the strict
performance of any obligation of the other party under this Lease or to exercise
any right, power or remedy consequent upon a breach thereof, no acceptance of
full or partial rent or additional charges during the continuance of any such
breach, and no acceptance of the keys to or possession of the Leased Premises
prior to the termination of the term of this Lease by any employee of Landlord,
shall constitute a waiver of any such breach or of such term, covenant or
condition or operate as a surrender of this Lease.
26. Tenant Improvements. Landlord will build out the Suite, at no
cost to tenant, using building standard materials, as set forth in Exhibit C
attached hereto, according to plans drawn by Xxxxxxx & Associates per Exhibit A
attached hereto.
27. Payment for Services Rendered by Landlord and Increased Operating
Expenses. If Landlord at any time shall, at the request of Tenant or on
Tenant's behalf, pursuant to any provision of this Lease, either perform or
cause to be performed any work in connection with Tenant's obligations under
this the Lease or shall supply or cause to be supplied any materials to the
Leased Premises pursuant to this Lease, the cost of such work or materials shall
be borne by Tenant. Landlord shall invoice Tenant for such costs, which sum
shall be payable by Tenant within thirty (30) days after delivery of such
invoice. All such sums shall constitute and be treated as additional Rent under
this Lease, and, if Tenant fails to pay the same in a timely fashion, Landlord,
in addition to any
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other remedies available to it, shall be entitled to exercise all
remedies available to it under this Lease for nonpayment of Rent.
Notwithstanding anything to the contrary contained in this Lease, Tenant
shall pay to Landlord, upon demand, as additional Rent, the amount by
which the Property Taxes applicable to the Leased Premises during each calendar
year exceeds the Property Taxes applicable to the Leased Premises incurred by
Landlord for the calendar year 1993 ("Incremental Property Taxes"). At the
election of Landlord, Tenant shall pay one-twelfth (1/12) of Tenant's Share of
the estimated Incremental Property Taxes for the then current calendar year.
As soon as practicable after January 1 of each year, Landlord shall
furnish Tenant with a statement from the taxing authorities setting forth in
reasonable detail, the Property Taxes and a statement setting forth Incremental
Property Taxes for the preceding calendar year, and a reconciliation of any
overpayment and/or underpayment of same by Tenant.
If the total amount paid by Tenant in any calendar year for such estimated
Incremental Property Taxes exceeds the amount attributable to Tenant for that
year, Landlord shall, within thirty (30) days of delivery of the aforementioned
statements to Tenant, either refund to Tenant the amount of such excess, or
adjust current year estimates for such overpayment.
For purposes of this Paragraph, "Property Taxes" shall mean all costs of
and real property taxes, assessments (special or otherwise).
Tenant's obligations hereunder are based upon a percentage of Tenant's
leased space within the existing Building. For purposes of this Paragraph, in
the event Landlord builds or constructs any additional buildings as provided in
Paragraph 1 hereof, it is understood that Tenant's obligations hereunder will
be adjusted accordingly.
28. Move-In. All activities of Tenant in connection with either its move
into the Leased Premises at the commencement of this Lease or its move out of
the Leased Premises at any time (whether or not upon the termination thereof)
shall be subject to the following:
a. All furniture, equipment and all other items of personal property
being moved or transferred shall enter and leave the Building solely
through and by way of the side entrance doors unless prior written approval
from Landlord is obtained, which approval shall not be unreasonably withheld.
b. Tenant shall be responsible for the active supervision
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(on-site) of all workmen and others performing the move, and shall indemnify
and hold harmless Landlord against and from all liability for damage to
property (whether belonging to Landlord, other tenants or any other person) and
injuries to persons in connection with the move and the actions, or failure to
act, of or by those performing the move.
c. Tenant shall be responsible for any damages to the Building, the
common areas thereof, the Leased Premises, or the premises and property
of other tenants, caused by or incurred in connection with the move or
activities connected therewith. Landlord shall perform such inspection(s) as
Landlord in its sole discretion shall determine to be appropriate, and shall
deliver to Tenant an invoice for the repair of such damage or the replacement,
if necessary, of damaged items, if any. All determinations of the extent of
damage and the costs of repair or replacement shall be made by Landlord in its
sole reasonable discretion.
29. Access to Premises. Tenant shall permit Landlord and its employees
and agents access to the Leased Premises at all reasonable hours for the
purpose of examining the Leased Premises, erecting and maintaining pipes and
conduits in and through the Leased Premises and making any repairs, alterations
or additions which the Landlord may deem reasonably necessary for the safety,
preservation or improvement of the Leased Premises or the Building. Landlord
shall be allowed to take all materials into and upon the Leased Premises that
may be required therefore and to perform such acts as may be reasonably
required and without same constituting an eviction of Tenant in whole or in
part, unless said action significantly impairs Tenant's ability to conduct its
business. Landlord will use its best efforts to insure that any interference
with Tenant's quiet enjoyment to the Leased Premises is minimized. Except as
otherwise expressly provided in this Lease, Rent shall not xxxxx while any such
repairs, alterations, improvements or additions are being made. Nothing
contained in this Paragraph shall be deemed to impose upon Landlord any greater
or additional obligation for the care, supervision or repair of the Building or
of the Leased Premises which is not otherwise provided for in this Lease or is
otherwise imposed by law.
30. No Representations by Landlord. Except as otherwise expressly set
forth in this Lease, Landlord makes no representations or warranties with
respect to the Building or the Leased Premises.
31. Name of Building. Landlord shall have the right from time to time to
name the Building and to change the name and/or address of the Building, and
shall not be responsible for costs or damages, if any, claimed by Tenant as a
consequence thereof.
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32. Definition of Landlords/Liability of Landlord. The term "Landlord" as
used in this Lease so far as covenants, agreements, stipulations or obligations
on the part of the Landlord are concerned shall be limited to mean and include
only the owner or owners at the time in question of the fee of Leased Premises.
If Landlord shall fail to perform any covenant provision, agreement,
stipulation, term or condition of this Lease upon Landlord's part to be
performed, and if as a consequence of such default Tenant shall recover a money
judgment against Landlord, such judgment shall be satisfied only out of the
proceeds of sale received upon execution of such judgment and levied thereon
against the right, title and interest of Landlord in the Building and out of
rents or other income from such property receivable by Landlord, and Landlord
shall not be liable for any deficiency.
33. Building Signage. The Tenant hereby acknowledges that as of the date
of this Lease there exists two (2) signs on the exterior of the Building; both
of which face the I-696 freeway. To the extent allowed by the city,
municipality, or other governmental authority with present or future
jurisdiction over the Building (the "City"), Landlord shall, in turn, allow an
additional sign on the Building (the "Sign"); however, Tenant agrees that any
such permission from Landlord shall in no way constitute permission from the
City. The Sign shall be in a location on the Building acceptable to Landlord
in its sole and absolute discretion. The sign shall bear the symbols CBSI and
shall be non-illuminated. The specifications of the Sign must be approved by
Landlord in its sole and absolute discretion. Tenant shall bear all costs
relating to the design and installation of the Sign. To the extent that the
City determines that the Sign be removed from the Building, the Tenant agrees
to do so at its own expense, and to the extent that Tenant fails to remove the
Sign, Landlord shall remove same at Tenant's expense. Unless otherwise
provided herein, Landlord shall be held harmless by Tenant for any loss or
damage with respect to the Sign. To the extent that any beneficiaries elect to
abandon their rights to the existing sign and the city allows the continuance
of said signage, Tenant shall have the right of first refusal to install its
sign in accordance with the provisions hereof; however, in no event shall
Tenant be permitted to have more than one (1) sign on the Building.
34. Security Deposit. As security for the faithful performance by
Tenant of all of the terms and conditions upon the Tenant's part to be
performed, Tenant has this day deposited with Landlord under this Lease the sum
designated as "Security Deposit" on the Schedule of Rents attached to this
Lease, which shall be returned to Tenant, without interest, following the
Expiration Date, provided that Tenant has fully and faithfully performed all of
the material terms, covenants and conditions on its part to be performed.
Landlord shall have the right (but not the obligation)
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to apply and/or offset any part of said deposit to cure any default of Tenant.
Landlord shall not be obligated to keep such security deposit as a separate
fund but may mix such security deposit with Landlord's own funds and utilize
said funds at Landlord's discretion. Tenant may not apply the security deposit
to the last month's rent.
In the event of a sale of the Building or lease of the land on which it
stands, the Landlord shall have the right to transfer the security deposit to
the vendee or lessee and upon such transfer the Landlord shall be released by
the Tenant from all liability for the return of such security deposit, and
Tenant shall look solely to the new Landlord for the return of such security
deposit. Tenant hereby agrees not to look to the Landlord's mortgagee, as
mortgagee, mortgagee in possession, or successor in title to the property on
which the Building is located, for accountability for any security deposit
required by the Landlord hereunder, unless said sums have actually been
received by said mortgagee as security for the Tenant's performance of this
Lease.
The security deposited under this Lease shall not be mortgaged, assigned
or encumbered by the Tenant without the written consent of the Landlord, and
any attempt to do so shall be void. In the event of any rightful and permitted
assignment of this Lease, the said security deposit shall be deemed to be held
by Landlord as a deposit made by the assignor.
35. Holding over. In the event of Tenant holding over the termination of
this Lease, thereafter the tenancy shall be from month to month in the absence
of a written agreement to the contrary, and after three (3) months Tenant shall
pay to Landlord a daily occupancy charge equal to Five (5%) percent of the
monthly rental applicable during the last month of the term hereof (plus all
other charges payable by Tenant under this Lease) for each day from three (3)
months after the expiration or termination of this Lease until the date the
Leased Premises are delivered to Landlord in the condition required herein, and
Landlord's right to damages to such illegal occupancy shall survive.
36. Utilities and Services. Landlord shall, unless otherwise provided
herein, furnish the Leased Premises and the Building with heat, air
conditioning, water and sewer services. Landlord shall not be liable or
responsible for any interruption in such utilities or other services due to
causes beyond Landlord's reasonable control or for interruptions in connection
with the making of repairs or improvements to the Leased Premises or the
Building.
a. Landlord shall redistribute or furnish electrical energy to or for the
use of Tenant in the Leased Premises for the operation of the electrical
facilities installed in the Leased Premises in accordance with the provisions
of this Lease.
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b. The plans and specifications to be submitted by Tenant pursuant to
Paragraph 26 of this Lease shall include electrical circuitry information and
shall specify Tenant's needs with respect thereto. Simultaneously with the
submission of the plans and specifications, Tenant also shall submit a
comprehensive list of the particular electrical and electronic equipment and
appliances Tenant proposes to use in the Leased Premises. Landlord and Tenant
shall mutually determine which of such items constitute ordinary and
extraordinary electrical energy demands hereunder. Landlord reserves the right
to designate which circuits within the Leased Premises may be used solely for
items involving ordinary demands and may separately meter circuits to be used
for items involving extraordinary demands. In any event, Landlord shall be
responsible only for the cost of a mutually agreed upon standard electrical
circuitry, and Tenant shall bear the entire cost of any additional circuitry,
including all additional risers and other equipment, to be used in connection
with items involving extraordinary electrical demands.
c. Tenant's use of electrical energy in the Leased Premises shall not at
any time exceed the capacity of any of the electrical conductors and equipment
in or otherwise serving the Leased Premises. In order to insure that such
capacity is not exceeded and to avert possible adverse effect upon the
Building's electric service, Tenant shall not, without Landlord's prior written
consent in each instance, connect to the Building electric distribution system,
any fixtures, appliances or equipment other than lamps, typewriters and similar
small office machines which operate on a voltage in excess of one hundred ten
(110) volts (with the exception of four (4) 220 volt outlets as hereby agreed
upon) or make any alteration or addition to the electrical system of the Leased
Premises. Should Landlord grant such consent, all additional risers or other
equipment required therefor shall be paid by Tenant upon Landlord's demand.
d. Deleted.
e. Based upon the information supplied by Tenant under Paragraph 36.b
above, Landlord, in its reasonable discretion, may also determine whether any
electrical and electronic equipment proposed for use in the Leased Premises,
including but not limited to computers and word processing equipment, would
have a BTU output which would require cooling capacity in excess of that
required by a normal business office not using such equipment. If Landlord
reasonably determines that additional cooling is needed, Tenant shall be
required to provide (and pay the entire cost of, including labor and materials)
an additional cooling system for the Leased Premises acceptable to Landlord.
Such system shall be separately metered and billed to tenant.
37. Entire Agreement. This Lease and the exhibits attached
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to this Lease constitute the entire agreement of the parties hereto; all prior
agreements between the parties, whether written or oral, are merged herein and
shall be of no force and effect. This lease cannot be changed, modified or
discharged orally but only by an agreement in writing, signed by the party
against whom enforcement of the change, modification or discharge is sought.
38. Notices. Unless otherwise specified in this Lease, whenever under
this Lease a provision is made for notice of any kind, it shall be deemed
sufficient notice and service thereof if such notice to Tenant is in writing
addressed to Tenant at its last known post office address, or at the Leased
Premises, and deposited in the mail, certified or registered mail, with postage
prepaid, and if such notice to Landlord is in writing, addressed to the last
known post office address of Landlord and deposited in the mail, certified or
registered mail, with postage prepaid, Tenant agrees to send to Landlord's
first Mortgagee a duplicate copy of any notice sent to Landlord under this
Lease, provided Landlord sends Tenant written notice of the name and address of
said first Mortgagee. Notice need be sent to only one Tenant or Landlord where
Tenant or Landlord is more than one person.
39. Assignment of Lease. Tenant acknowledges and agrees that Landlord
may assign, at any time prior, during or subsequent to the Lease Term, all, or
any portion, of Landlord's right, title and interest in this Lease, as
additional security for the purpose of obtaining a mortgage or other financing
for the ownership, construction, improvement and/or operation of the Building.
Tenant agrees to pay all rent required hereunder to any aforesaid Mortgagee
upon receiving notice from such Mortgagee. Any sums paid by Tenant pursuant to
any aforesaid assignment of lease shall be fully credited against Tenant's
obligations under this Lease.
40. Successors. This Lease shall inure to the benefit of and be binding
upon the parties hereto, their respective heirs, administrators, executors,
representatives, successors and assigns.
41. Miscellaneous.
a. Delays. If Landlord is delayed or prevented from performing any act
required under this Lease by reason of strikes, lockouts, labor troubles,
inability to procure materials, failure to power, restrictive governmental laws
or regulations, riots, insurrection, war or other reason of a like nature not
the fault of Landlord, then, unless otherwise provided in Paragraph 2 of this
Lease, the performance of such act shall be excused for the period of the
delay, and the period for the performance of such act shall be extended for a
period equivalent to the delay. The provisions of this Paragraph 41.a. shall
not operate to excuse Tenant from prompt payment of Rent, or any other payments
required by the terms of this Lease.
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b. Recording. Tenant shall not record this Lease without the written
consent of the Landlord. Landlord shall permit Tenant, at Tenant's sole cost
and expense, to record a memorandum of this Lease in a form and content
mutually acceptable to the parties.
c. Liens. In the event mechanic's lien(s) shall be filed against the
Leased Premises or Tenant's interest as a result of the work undertaken by
Tenant, Tenant shall, within ten (10) days after receipt of notice, discharge
such lien(s) by payment of the indebtedness or by filing a bond (as provided by
statute) as security therefor. In the event Tenant shall fail to discharge
such lien, Landlord shall have the right (but is not obligated) to discharge by
filing such bond, and Tenant shall pay the cost of the bond to Landlord as
additional Rent upon the first day that rent shall be next due thereunder, or
if no rent is due, then within five (5) days following Landlord's request
therefor.
d. Legal Expenses. If suit shall be brought for recovery of possession,
for recovery of any Rent, or because of a breach of any term, condition, or
covenant of this Lease by either party hereto, then, the prevailing party shall
be entitled to reasonable attorney's fee.
e. Real Estate Brokers. Each party to this Lease represents that it has
had no dealings with any real estate broker, finder or other person with
respect to this Lease in any manner except as designated on the Schedule of
Rents attached hereto, whose commissions or fees, if any, shall be, unless as
otherwise herein provided, payable by Landlord in accordance with the
provisions of a separate commission contract. Except for such broker, each
party to this Lease shall indemnify and hold the other party harmless from all
damages resulting from any claims which may be asserted against the other party
by any broker, finder or other person with whom the indemnifying party has or
purportedly has dealt.
f. Applicable Law. This Lease shall be governed by and construed in
accordance with the laws of the State of Michigan. The unenforceability,
invalidity or illegality of any term or provision of this Lease shall not
render any other term or provision unenforceable, invalid or illegal.
g. Construction and Interpretation of Agreement and Use of
Pronouns. Nothing contained in this Lease shall be deemed or construed to
create the relationship of principal and agent or of partnership or joint
venture between the parties to this Lease. Nothing contained in this Lease
shall be construed to limit the right of Landlord to rent any portion of the
Building not covered by this Lease upon any terms or conditions whatever, and
for any use or purpose Landlord desires. Whenever the singular number is used
in this Lease, the same shall include the plural and any gender shall include
any other genders, when required by the
Page 24
25
context of this Lease. If any language is stricken or deleted from this Lease,
such language shall be deemed never to have appeared herein, and no other
implication shall be drawn therefrom.
h. Building Fees. Any fees or payments due to any building inspector,
municipality or governmental authority in consideration of the construction of
any Tenant's initial improvements as provided for under this lease, or as a
permit fee for occupancy of the Leased Premises shall be paid by Landlord. Any
similar fees or payments incurred for subsequent construction or improvements
to the Leased Premises shall be paid by Tenant.
i. Lease Guarantee Insurance. If Landlord shall decide to apply for Lease
Guarantee Insurance relating to this Lease, Tenant shall fully cooperate with
Landlord therein and make available any and all information required by
Landlord to make and process such application.
j. Captions and Section Numbers. The captions, section numbers, and
article numbers appearing in this Lease are inserted only as a matter of
convenience and in no way define, limit, construe, or describe the scope or
intent of such sections or articles of this Lease nor in any way affect this
Lease.
k. Required Consent. Wherever in this agreement the Consent of either
party is required, it is specifically agreed, unless otherwise provided, that
such consent shall not be unreasonably withheld.
l. Services. Provided there are no existing material defaults under the
Lease, Landlord agrees to provide Tenant with janitorial services as specified
in Exhibit D and allow Tenant use of elevators, rest rooms and other common
areas and utilities as provided in Paragraph 36. In addition, Landlord shall
furnish heat and air conditioning to the Leased Premises during normal business
hours of 7:00 A.M. to 7:00 P.M. Monday through Friday and 9:00 A.M. through
1:00 P.M. on Saturday.
m. Definition of "Promptly". Wherever either party hereto is required to
act or perform an obligation "promptly," "promptly" shall be determined to be
whatever is commercially reasonable under the relevant circumstances of any
particular situation.
n. Disclosure. Landlord represents and warrants that the owner of the
property is Orchard Ridge Office Park Limited Partnership, a Michigan Limited
Partnership and that the mortgagee is The Travelers Companies. Landlord further
represents that there is only one mortgagee at the time of executing this Lease.
Page 25
26
IN WITNESS WHEREOF, the parties have hereto set their hands as of
the day and year first above written.
WITNESSES: LANDLORD:
ORCHARD RIDGE OFFICE PARK
LIMITED PARTNERSHIP
XXXX XXXX By: Xxxxxx Xxxxxx
-------------------------- ----------------------------
Its: General Partner
----------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS,
INC., A MICHIGAN CORPORATION
XXXXXX X. XXXX By: Xxx Xxxxxx
-------------------------- ----------------------------
Its: Chief Financial Officer
----------------------------
Page 26
27
SCHEDULE OF RENTS
SCHEDULE OF RENTS attached to and made a part of Lease between
undersigned Landlord and Tenant dated October 22, 1992.
MONTHS MONTHLY RENT
------ ------------
1 $ 0.00
2-12 $14,175.75
13 $ 0.00
14-24 $21,701.13
25 $ 0.00
26-36 $21,701.13
37 $ 0.00
38-65 $21,701.13
Landlord and Tenant agree that the first three (3) monthly Rent payments
shall be assigned to Xxxxxxxx Real Estate Group, Inc. as commission for this
Lease transaction. As a result of such assignment, it is understood and agreed
that Tenant's rent not be classified as "unpaid" thereby putting the Tenant in
default under the terms and conditions of this Lease.
Minimum insurance limits are $1,000,000 per person, $1,000,000
per casualty, and $1,000,000 per occurrence of property damage.
The security deposit is equivalent to the average of one
month's rent: $19,092.15.
LANDLORD:
ORCHARD RIDGE OFFICE PARK LIMITED
PARTNERSHIP
By: Xxxxxx Xxxxxx
------------------------------
Its: General Partner
------------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.,
A MICHIGAN CORPORATION
By: Xxx Xxxxxx
------------------------------
Its: Chief Financial Officer
------------------------------
Page 27
28
RIDER TO LEASE DATED OCTOBER 22, 1992
00000 X. 00 Xxxx Xx., Xxxxxxxxxx Xxxxx, XX
A. With respect to a transfer, sale, issuance, or other disposition of a
controlling interest in the ownership of Tenant ("Transfers"), the following
Transfers shall be exempted from the definition of an assignment of the Lease
pursuant to Paragraph 7 of the Lease.
1. Direct or indirect Transfers to employees for any reason,
including an Employee Stock Ownership Trust or Plan.
2. Direct or indirect Transfers to family members or trusts or other
entities established for the benefit of family members or
controlled by family members.
3. Direct or indirect Transfers to any controlled entity or entities,
including the consolidation of related or affiliated companies or
entities into one or more parent companies or entities.
4. Direct or indirect Transfers to an entity that is equal to or
greater in financial strength than the Tenant.
Landlord agrees not to withhold its consent to the assignment of the
Lease provided the assignee is credit worthy and has financial strength
which is equal to or greater than Tenants current principal. In the
alternative, Landlord will accept the personal guarantees of the principal
stockholders to secure the prompt and faithful performance of the Tenants
obligations hereunder, financial and otherwise, for the balance of the lease
term including any extensions or renewals thereof.
B. Tenant shall have, to the extent the Landlord is able to grant same,
at the then market rental rates, the right of first refusal to lease
the suite across the corridor from the Leased Premises and located at the
furthest southeast corner of the second floor of the west wing of the Building
and consists of approximately 1,800 square feet. Upon written notice from
Landlord that it has a perspective Tenant for such space Tenant shall have
seven (7) days from receipt of said notice to notify Landlord in writing of its
intent to exercise its option to lease these additional premises. Failure by
Tenant to notify Landlord as provided shall release Landlord of further
obligations to Tenant hereunder. The contiguous space provided by this right
of first refusal shall be co-terminous with the existing space.
C. Provided Tenant is not in arrears for rent or otherwise in default
under the terms of this Lease, Landlord shall grant an option to Tenant to
enter into another lease for an additional term if five (5) years, after the
expiration of this Lease, upon terms and conditions which shall be mutually
agreeable to the parties. Tenant must give Landlord written notice of its
intent to exercise this option within 180 days before the Lease Expiration
Date, and
29
Landlord and Tenant must arrive at an agreement with respect to the
terms and conditions of the Lease within ninety (90) days of the Lease
Expiration Date. In the event Tenant fails to give proper notice and/or the
parties fail to agree upon terms and conditions of such additional Lease within
the time required hereunder, then, and in such event, this option shall be
null and void and the Tenant shall have no rights hereunder.
D. Tenant shall be allowed 5 reserved parking spaces.
E. The "Schedule of Rents" of this Agreement, shall be modified as
appropriate to reflect the date subject rents are to commence and end once the
actual date of occupancy is established.
F. As long as the Tenant is not in material default on their Lease with
Landlord, Landlord grants to Tenant the right to use the following furniture
and furnishings at no cost to Tenant:
3 - Modular systems with green fabric.
4 - Metal desks with wood tops.
Tenant acknowledges that this furniture is the property of Landlord's and
will return same to Landlord at the end of the Lease Term in as good as
condition as received. Normal wear and tear excepted.
LANDLORD:
ORCHARD RIDGE OFFICE PARK LIMITED
PARTNERSHIP
By: Xxxxxx Xxxxxx
---------------------------
Its: General Partner
---------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.,
A MICHIGAN CORPORATION
By: Xxx Xxxxxx
---------------------------
Its: Chief Financial Officer
---------------------------
30
EXHIBIT A-8
[FLOOR PLAN]
31
EXHIBIT B
MAP OF GROUNDS
32
EXHIBIT C
Building Standard Improvements
PARTITIONING STANDARDS: The allowance for interior partitions is five
percent of the square footage of space leased
(Example: 3,000 sq. ft. = 150 lineal feet of
partitioning.) Partitions to be measured
through doors. The typical wall construction is
steel stud, 1/2" drywall and paint.
INTERIOR OFFICE DOORS: Flush panel, solid core, prefinished, with
Hollow Metal frame. One (1) interior door
provided for every 25 lineal feet of 5% wall
partitioning allowance (Example: 3,000 sq. ft =
150 lineal feet of partitioning allowance - by
25 lineal feet = 6 doors).
CARPET STANDARDS: All areas will be carpeted with carpeting (glued
down) no padding, from the building standard
carpet selections.
SUITE ENTRANCE DOOR: Landlord will provide one solid core oak
entrance door with security lock and side lite.
LIGHTING STANDARDS: Ceiling Fixtures - 2' x 4' recessed fluorescent
fixtures installed in all office areas to
provide a minimum of 80 foot candles of
illumination at and over desks. Fluorescent
fixtures installed in all storage and hallway
areas to provide a minimum illumination of 50
foot candles at desk height. One light per 100
square feet of space leased.
ELECTRIC WALL OUTLETS: One (1) 110 volt duplex outlet per 250 square
feet of leased space.
DESK PHONES: One (1) phone outlet per 300 square feet of
leased space.
CEILING: Landlord will provide a 2' x 4' grid system
(white finish) installed prior to construction
of all partitions. Grid pattern and ceiling
heights established by basic building plans.
FLOOR LOADING: Floors have been designed for a live load of 100
pounds per square foot.
WINDOW COVERING: Landlord shall provide horizontal blinds on all
exterior windows.
SOUND CONDITIONING: Sound conditioning shall be installed in
building hallway walls and suite demising walls.
33
EXHIBIT D
Janitorial Services
DAILY SERVICES: (Five Times Per Week)
1. Empty waste baskets.
2. Empty and clean ash trays, including those in public areas.
3. Dust desk tops which are clear of working papers.
4. Sweep or vacuum entire floor area - public and private.
5. Toilet Rooms:
(a) Empty all waste receptacles.
(b) Sweep and wet mop floors.
(c) Clean and disinfect all fixtures and clean mirrors and shelves.
6. Clean and disinfect drinking fountains and water coolers.
7. Police parking areas for rubbish and trash.
WEEKLY EXPENSES:
1. Damp mop floors, stairways, lobbies and corridors.
MONTHLY SERVICES:
1. Strip, wax and polish floor in lobby area and aisles.
2. Dust window blinds.
3. Wash all glass in office partitions.
4. Wash outside and inside building entry mats
SEMI-ANNUAL SERVICES:
1. Power scrub tile areas and wax or apply floor treatment.
2. Wash windows.
SEASONABLE SERVICES:
1. Snow removal from concrete walks as necessary.
2. Snow plowing of the parking lots as necessary.
3. Lawn cutting service of green areas as required.
34
EXHIBIT E
Rules and Regulations
A. No sign, picture, lettering, notice or advertisement of any kind shall
be painted or displayed on or from the windows, doors, roof or outside
walls of the building in which the leased premises are located. All of
Tenant's interior sign painting or lettering shall be done by Landlord
in accordance with Landlord's specifications and the cost thereof shall
be paid by Tenant.
B. Vending machines will not be permitted to be installed by anyone but the
Landlord.
C. No electric or other wires for any purpose shall be brought into the
leased premises without Landlord's written permission specifying the
manner in which same may be done. Boring, cutting or stringing of wires
shall not be done without Landlord's prior written permission. Tenant
shall not disturb or interfere with the electric light fixtures and all
work upon or alterations to the same shall be done by persons authorized
by Landlord.
D. Water closets and other toilet fixtures shall not be used for any
purpose other than that for which the same is intended, and any damage
resulting to same from Tenant's misuse shall be paid for by Tenant. No
person shall waste water by interfering or tampering with the faucets or
otherwise.
E. No person shall disturb the occupants of this or adjoining buildings or
premises by the use of radios, television sets, loudspeakers, musical
instruments, or by making loud or disturbing noises.
F. No bicycle or other vehicle, and no dog or other animal shall be allowed
in offices, halls, corridors, or elsewhere in the building.
G. All safes, equipment or other heavy articles shall be carried in or out
only at such time and in such manner as shall be prescribed in writing
by Landlord, and Landlord shall have the right to specify the proper
position of any safe, equipment or other heavy article which shall only
be used by Tenant in a manner which will not interfere with or cause
damage to the lease premises or the building in which they are located,
or to the other tenants in a manner which will not interfere with or
cause damage to the lease premises or the building in which they are
located, or to the other tenants or occupants of the building. Tenant
shall be responsible for any damage to the building or the property of
its tenants or others and injuries sustained by any person resulting
from the use of moving of such articles in or out of the leased
premises, and shall make all repairs and improvements required by
Landlord or governmental authorities in connection with the use or
moving of such articles.
H. No additional lock or locks shall be placed on any door in the building
without Landlord's prior written permission. A reasonable number of
keys will be furnished by Landlord, and Tenant shall not make or permit
any duplicate keys to be made.
I. Tenant shall not install or operate any steam or gas engine or boiler or
carry on any mechanical business on leased premises, or use oil, burning
fluids, camphene or gasoline for heating or lighting, or for any other
purpose. No article deemed extra hazardous on account of fire or other
dangerous properties, or any explosive, shall be brought into the
leased premises. This prohibits the use of hot plates (cooking) and
only approved electric percolators shall be permitted.
J. The leased premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.
K. Landlord shall have the right to enter upon the leased premises at all
reasonable hours for the purpose of inspecting the same.
L. Wherever the word "Tenant" occurs, it is understood and agreed
that it shall mean Tenant's associates, agents, clerks, servants and
visitors. Wherever the word "Landlord" occurs, it is understood and
agreed that it shall mean Landlord's assigns, agents, clerks, servants
35
M. Landlord shall have the right to enter the leased premises at hour:
convenient to the Tenant for the purpose of exhibiting the same to
prospective Tenants within the sixty (60 day period prior to the
expiration of this lease, and may place signs advertising the leased
premises for rent on the windows and doors of the premises at any time
within said sixty (60) day period.
N. Each Tenant, before closing and leaving the premises at any time, shall
see that all Tenant entrance doors are closed and locked, and that
building security regulations are followed. In the event Tenant
installs or causes to be installed any internal security system within
and for the premises, Tenant shall notify Landlord of such installation
in advance, and shall provide Landlord with means of access to the
Premises at all times. Tenant shall pay all costs and expenses
attributable to such system and any distribution it may cause by way of
(but not limited to) false alarms.
O. Canvassing soliciting and peddling in the building are prohibited and
each Tenant shall cooperate to prevent same.
P. There shall not be used in any space, or in public halls of the
building, either by Tenant its servants, agents, employees, visitors or
licensees or by jobbers or others, in the delivery or receipt of
merchandise, hand truck, except those equipped with rubber tires and
side guards.
Q. Without first obtaining Landlord's written permission, no Tenant shall
install, attach, or bring into the demised premises any instrument,
duct, refrigerator, air conditioner, water cooler, or any other
appliance requiring the use of gas, electric current or water. Any
branch of this convenient will authorize the Landlord to enter the
demised premises and remove whatever Tenant may have so installed,
attached or brought in, and charge the cost of such removal and any
damage that may be sustained thereby, as additional rent, payable at the
option of Landlord, immediately or with the next month's rent occurring
under this Lease.
R. Each Tenant shall be responsible for all persons authorized to have
access to the building and shall be liable to Landlord for all their
acts or neglects while in the building. Landlord may require all
persons given access to the building during nonbusiness hours to sign a
register on entering and leaving the building.
S. Safes and/or other heavy times shall not be brought into the building or
located in the premises without the Landlord's prior written approval.
T. No Tenant, nor any Tenant's servants, employees, agents, or licensees
shall at any time bring or keep upon the demised premises any flammable,
combustible, or explosive fluid, chemical or substance.
U. Tenant shall not do any cooking, conduct any restaurant,
luncheonette, or cafeteria for the sale or service of food or
beverages to its employees or to others, or cause or permit any odors
of cooking or other process of any unusual or objectionable odors to
emanate from the demised premises.
V. Tenant and its employees shall park only in strict compliance with all
signs posted and regulations issued by owner, within spaces designated
for parking, and not in such a manner as to block other parking spaces,
drives loading areas or fire lanes. Tenant hereby authorizes Landlord
to remove any improperly parked vehicle from the parking lot, at
Tenant's sole risk and expense. To facilitate security arrangements and
parking controls, a list of the names of Tenant's employees working in
the building and of their vehicle license number shall be furnished to
the Landlord upon request.
36
Building directory tablet will be furnished by the Landlord and the number
of lists thereon for each Tenant shall be at the discretion of the
Landlord. Landlord shall have the right to prohibit any advertising by the
Tenant which, in Landlord's opinion, tends to impair the reputation of the
building or its desirability as a building for offices, and upon written
notice from Landlord, Tenant shall refrain from or discontinue such
advertising. Tenant shall not use the name of the building or its owner on
any advertising without the express written consent of Landlord. Directory
signs shall not contain a description of the nature of Tenant's business.
X. Tenant hereby agrees not to handle, store or dispose of any hazard or toxic
waste or substance upon the Premises which is prohibited by any federal,
state or local statutes, ordinances or regulations. Tenant hereby covenants
to indemnify and hold landlord, its successors and assigns, harmless from
any loss, damage, claim, costs, liabilities or cleanup costs arising out of
Tenant's use, handling, storage or disposal of any such hazardous or toxic
wastes or substances on the Premises.
37
RIDER TO LEASE DATED OCTOBER 22, 1992
00000 X. 00 Xxxx Xx., Xxxxxxxxxx Xxxxx, XX
A. Tenant is hereby granted an option to pay for its Tenant Improvements
(as defined in the Lease) for the sum of $100,000.00 (the "Option").
B. In the event that Tenant shall exercise this Option, the following
SCHEDULE OF RENTS to the Lease will in effect:
MONTHS MONTHLY RENT
1 $ 0.00
2 - 11 14,175.00
12 4,175.75
13 - 14 0.00
15 - 19 21,701.13
20 11,701.13
21 - 23 21,701.13
24 11,701.13
25 - 26 0.00
27 - 31 21,701.13
32 11,701.13
33 - 35 21,701.13
36 11,701.13
37 - 38 0.00
39 21,701.13
40 16,701.13
41 21,701.13
42 16,701.13
43 21,701.13
44 11,701.13
45 - 65 21,701.13
C. Upon the exercise of this option, the total rent for the Leased
Premises during the Term of the Lease, as set forth in Paragraph 3. of the
Lease, will be reduced to $1,105,886.36.
D. This Option shall expire on May 31, 1993.
E. No other provision of the Lease, except as set forth herein, shall be
effected by the exercise of this Option.
LANDLORD:
ORCHARD RIDGE OFFICE PARK
LIMITED PARTNERSHIP
By: Xxxx Xxxx
-----------------------------
Its: General Agent
----------------------------
38
TENANT:
COMPLETE BUSINESS SOLUTIONS,
INC., A MICHIGAN CORPORATION
By: Xxx Xxxxxx
---------------------------
Its: Chief Financial Officer
--------------------------
39
RIDER TO LEASE DATED OCTOBER 22, 1992
00000 X. 00 XXXX XX., XXXXXXXXXX XXXXX, XX
A. Tenant shall be granted an option to pay for the balance of its Tenant
Improvements (as defined in the Lease) for the sum of Eighty Thousand Two
Hundred and 00/100 Dollars ($80,200.00).
B. In the event that Tenant shall exercise this Option, the Lease
Premises (as defined in the Lease) shall be modified to consist of 20,701 square
feet constituting eighteen percent 18% of the Building, and Exhibit A attached
to the Lease shall be modified to include the space in the exhibit attached
hereto.
C. This Option shall expire on August 31, 1993.
D. All other provisions of the Lease shall remain unchanged and in full
force and effect.
LANDLORD:
ORCHARD RIDGE OFFICE PARK
LIMITED PARTNERSHIP
By: Xxxx Xxxx
--------------------------
Its: General Agent
-------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.,
a Michigan Corporation
By: Xxx Xxxxxx
--------------------------
Its: Chief Financial Officer
-------------------------
40
PHASE II EXPANSION PLAN
[GRAPHIC]
PHASE II - 2ND - C.B.S.I.
EXPANSION - PLAN "A"
-------------------------
7-27-93 1/8" = 1'0"
41
ESTOPPEL CERTIFICATE
The Travelers Companies
000 Xxxx 0xx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxx 00000-0000
RE: Leased Premises known as 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000 and
Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Respecting that certain Lease dated October 22, 1992 and Amendment to Lease
dated October 1, 1993 (herein cumulatively the "Lease) with Orchard Ridge
Office Park Limited Partnership as Landlord, Tenant hereby certifies that it
has unconditionally accepted possession of the premises described in said Lease
and that said Lease is in full force and effect and has not been modified,
supplemented, or amended in any way and that the date of commencement of the
Term of the Amendment to Lease is January 6, 1994 and the end of the Term of
the Lease is June 15, 1998, unless sooner terminated as therein provided.
Undersigned further certifies that all terms and conditions to be performed
by the Landlord under the Lease has been or are being satisfied and that on this
date there are not existing defenses of offsets which the undersigned has
against the full enforcement of the Lease as amended by Landlord and that no
Rent has been paid in advance (except as provided in the Lease) and that Rent
has continued to be paid in accordance with the Lease since the Commencement.
Tenant is in occupancy of the Leased Premises, and there is ongoing full
operation of Tenant's business at the Leased Premises being conducted by named
Tenant during normal business hours.
Undersigned further agrees not to look to The Travelers Companies as
mortgagee, mortgagee in possession, or successor in title to the property for
accountability for any Security Deposit required by the Landlord under the Lease
unless such sums have actually been received by the Travelers Companies as cash
security for Tenant's performance of the Lease.
Tenant understands that the Lease may be assigned as collateral security
for a mortgage loan to be granted to Landlord by The Travelers Companies under a
Collateral Assignments of Lease from containing (among others) the agreements by
and restrictions on Landlord that, without your prior written authorization as
Assignee, Landlord will not thereafter modify, terminate, or accept surrender of
the Lease and will not reduce, xxxxx, or accept prepayment of any Rent (except
Rent paid in advance). Tenant acknowledges its Landlord's agreements and the
restrictions on Landlord's rights under said Assignment and hereby
agrees to be bound by said agreements and restrictions.
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.
By: Xxx Xxxxxx
--------------------------------------
Xxx Xxxxxx, Chief Financial Officer
Date: 1/18/94
------------------------------------
42
RECEIPT
January 6, 1994
I hereby acknowledge receipt on this 18th day of January 1994 two (2) keys for
Suite 115 of the Orchard Ridge Office Park located at 00000 Xxxx Xxxxxx Xxxx
Xxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxx.
COMPLETE BUSINESS SOLUTIONS, INC.
By: Xxx Xxxxxx
--------------------------
Its: Chief Financial Officer
-------------------------
43
AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE is dated this 1st day of October 1993 between
Orchard Ridge Office Park Limited Partnership, a Michigan Limited Partnership,
whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx,
Xxxxxxxx 00000 ("Landlord") and Complete Business Solutions, Inc., a Michigan
Corporation, whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000 ("Tenant").
W I T N E S S E T H
WHEREAS, Landlord and Tenant executed a certain Lease and Riders to Lease
dated October 22, 1992 for Suite 250 of the office building located at 00000
Xxxx Xxxxxx Xxxx Xxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxx.
WHEREAS, the Lease provides for, among other things, a commencement date of
January 16, 1993 and an expiration date of June 15, 1998.
WHEREAS, Landlord and Tenant desire to amend the Lease to include the
rental of Suite 115.
NOW THEREFORE, in consideration of the mutual covenants between Landlord
and Tenant and other good and valuable consideration, the adequacy and
sufficiency of which are hereby acknowledged and accepted, the parties hereby
agree as follows.
1. Paragraph 1 of the Lease is amended as follows:
a. The Leased Premises include Suite 115 which is located on
the first-floor of the west-wing of the Building.
b. The Leased Premises consist of 23,171 square feet, which
includes 2,470 square feet for Suite 115.
c. The Leased Premises constitute 20.09% of the Building, which
includes 2.09% for Suite 115.
3. Paragraph 2 of the Lease is amended to provide for a Lease Term
for Suite 115 to commence on or before November 1, 1993 and end on
June 15, 1998.
4. Paragraph 3 of the Lease is amended to reflect the Rent of
$1,277,242.61 for the Leased Premises, which includes Rent of
$171,356.25 for Suite 115.
4. The Schedule of Rents is amended to provide for the following
monthly rental for Suite 115.
MONTHS PERIOD COVERED MONTHLY RENT
------ -------------- ------------
1-55 11/01/93 thru 05/31/98 $3,087.50
55.5 06/01/98 thru 06/15/98 $1,543.75
44
4. Exhibit A of the Lease is amended to include the attached
Floor Plan for Suite 115.
5. All other terms and conditions of the Lease are hereby
ratified and confirmed and remain in full force and effect.
IN WITNESS WHEREOF, this Amendment to Lease has been executed by the
parties hereto as of the day and year first above written.
WITNESS: LANDLORD:
ORCHARD RIDGE OFFICE PARK LIMITED
PARTNERSHIP
Xxxxx Xxxxxx By: Xxxx Xxxx
------------------------ -------------------------------
Its: General Business Agent
------------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.
Xxxxxx Xxxxx By: Xxx Xxxxxx
------------------------ -------------------------------
Its: Chief Financial Officer
------------------------------
45
FLOOR PLAN
C.B.S.I. EXPANSION
46
SECOND AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE is dated this 14th day of June 1994 between
Orchard Ridge Office Park Limited Partnership, a Michigan Limited Partnership,
whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx,
Xxxxxxxx 00000 ("Landlord") and Complete Business Solutions, Inc., a Michigan
Corporation, whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ("Tenant").
W I T N E S S E T H
WHEREAS, Landlord and Tenant executed a certain Lease and Riders to
Lease dated October 22, 1992 for Suite 250 and an Amendment to Lease dated
October 1, 1993 for Suite 115 of the office building incated at 00000 Xxxx
Xxxxxx Xxxx Xxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxx.
WHEREAS, the Lease provides for, among other things, a commencement
date of January 16, 1993 and an expiration date of June 15, 1998.
WHEREAS, Landlord and Tenant desire to amend the Lease to include the
rental of additional space more commonly known as Suite 130.
NOW THEREFORE, in consideration of the mutual covenants between
Landlord and Tenant and other good and valuable consideration, the adequacy
sufficiency of which are hereby acknowledged and accepted, the parties hereby
agree as follows.
1. Paragraph 1 of the Lease is amended to reflect that the Leased
Premises consist of 25,571, which includes 2,400 square feet for Suite 130.
2. Paragraph 1 of the Lease is further amended to reflect that the
Leased Premises constitute 22.12% of the Building, which includes 2.03% for
Suite 130.
3. Paragraph 2 of the Lease is amended to provide for a Lease Term
for Suite 130 to commence on or about June 20, 1994 and to end on June 15,
1998.
4. Paragraph 3 of the Lease is amended to reflect the Rent of
$1,438,762.61 for the Leased Premises, which includes Rent of $161,520.00
for Suite 130.
5. The Schedule of Rents is modified to provide for the following
monthly rental for Suite 130.
PERIOD COVERED MONTHLY RENT
-------------- ------------
06/20/94 thru 06/30/94 $1,320.00
07/01/94 thru 09/30/94 $ 0.00
10/01/94 thru 05/31/98 $3,600.00
06/01/98 thru 06/15/98 $1,800.00
47
6. Exhibit A of the Lease is amended to include the
attached Floor Plan for the Additional Space.
7. All other terms and conditions of the Lease are hereby
ratified and confirmed and remain in full force and effect.
IN WITNESS WHEREOF, this Amendment to Lease has been executed by the
parties hereto as of the day and year first above written.
WITNESSES: LANDLORD:
ORCHARD RIDGE OFFICE PARK LIMITED
PARTNERSHIP
Xxxxxx Xxxxx By: Xxxx Xxxx
------------------------- ---------------------------
Its: Business Manager
--------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.
Xxxxxx Xxxxx By: Xxx Xxxxxx
-------------------------- ----------------------------
Its: Chief Financial Officer
---------------------------
48
EXHIBIT A
Suite 130
[FLOOR PLAN]
49
THIRD AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE is dated this 28 day of June 1994 between
Orchard Ridge Office Park Limited Partnership, a Michigan Limited Partnership,
whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx,
Xxxxxxxx 00000 ("Landlord") and Complete Business Solutions, Inc., a Michigan
Corporation, whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ("Tenant").
W I T N E S S E T H
WHEREAS, Landlord and Tenant executed a certain Lease and Riders to
Lease dated October 22, 1992 for Suite 250, Amendment to Lease dated October 1,
1993 for Suite 115, and Amendment to Lease dated June 14, 1994 for Suite 130 of
the office building located at 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxxxxxxx Xxxxx,
Xxxxxxxx.
WHEREAS, the Lease provides for, among other things, a commencement
date of January 16, 1993 and an expiration date of June 15, 1998.
WHEREAS, Landlord and Tenant desire to amend the Lease to include the
rental of additional space more commonly known as Suite 120.
WHEREAS, Landlord and Tenant desire to extend the Term of the Lease
through June 30, 2000 for Suite 120.
NOW, THEREFORE, in consideration of the mutual covenants between
Landlord and Tenant and other good and valuable consideration, the adequacy
sufficiency of which are hereby acknowledged and accepted, the parties hereby
agree as follows.
1. Paragraph 1 of the Lease is amended to reflect that the
Leased Premises consist of 28,391 square feet through June 15, 1998 and
2,820 square feet after June 15, 1998 for Suite 120.
2. Paragraph 1 of the Lease is further amended to reflect
that the Leased Premises constitute 24.51% of the Building through June
15, 1998 and 2.39% after June 15, 1998 for Suite 120.
3. Paragraph 2 of the Lease is amended to provide for a
Lease Term for Suite 120 to commence on August 1, 1994 and to end on
June 30, 2000.
4. Paragraph 3 of the Lease is amended to reflect the Rent
of $1,732,137.61 for the Leased Premises, which includes Rent of
$301,093.75 for Suite 120.
5. The Schedule of Rents is modified to provide for the
following monthly rental for Suite 120.
PERIOD COVERED MONTHLY RENT
-------------- ------------
08/01/1994 thru 06/30/1998 $4,171.25
07/01/1998 thru 06/30/1999 $4,288.75
07/01/1999 thru 06/30/2000 $4,465.00
6. Exhibit A of the Lease is amended to include the
attached Floor Plan for Suite 120.
50
IN WITNESS WHEREOF, this Amendment to Lease has been executed by the
parties hereto as of the day and year first above written.
WITNESSES: LANDLORD:
ORCHARD RIDGE OFFICE PARK LIMITED
PARTNERSHIP
Xxxxxx X. Xxxxx By: Xxxx Xxxx
--------------------------- ---------------------------------
Its: Agent
--------------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.
Xxxxxx X. Xxxxx By: Xxx Xxxxxx
--------------------------- ---------------------------------
Its: Chief Financial Officer
--------------------------------
00
XXXXX XXXX
Xxxxx 000
52
ESTOPPEL CERTIFICATE
The Travelers Companies
000 Xxxx 0xx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxx 00000-0000
RE: Leased Premises known as 00000 Xxxx Xxxxxx Xxxx Xxxx,
Xxxxxx 000, 120, 130, and 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx
Ladies and Gentlemen:
Respecting that certain Lease dated October 22, 1992, Amendment to Lease
dated October 1, 1993, Second Amendment to Lease dated June 14, 1994, and Third
Amendment to Lease dated June 28, 1994 (herein cumulatively the "Lease") with
Orchard Ridge Office Park Limited Partnership as Landlord, Tenant hereby
certifies that it has unconditionally accepted possession of the premises
described in said Lease and that said Lease is in full force and effect and has
not been modified, supplemented, or amended in any way and that the date of
commencement of the Term of the Third Amendment to Lease is August 9, 1994 and
the end of the Term of the Lease is July 31, 2000, unless sooner terminated
as therein provided.
Undersigned further certifies that all terms and conditions to be performed
by the Landlord under the Lease has been or are being satisfied and that on this
date there are not existing defenses of offsets which the undersigned has
against the full enforcement of the Lease as amended by Landlord and that no
Rent has been paid in advance (except as provided in the Lease) and that Rent
has continued to be paid in accordance with the Lease since the Commencement.
Tenant is in occupancy of the Leased Premises, and there is ongoing full
operation of Tenant's business at the Leased Premises being conducted by named
Tenant during normal business hours.
Undersigned further agrees not to look to The Travelers Companies as
mortgagee, mortgagee in possession, or successor in title to the property for
accountability for any Security Deposit required by the Landlord under the Lease
unless such sums have actually been received by The Travelers Companies as cash
security for Tenant's performance of the Lease.
Tenant understands that the Lease may be assigned as collateral security
for a mortgage loan to be granted to Landlord by The Travelers Companies under a
Collateral Assignments of Lease from containing (among others) the agreements by
and restrictions on Landlord that, without your prior written authorization as
Assignee, Landlord will not thereafter modify, terminate, or accept surrender of
the Lease and will not reduce, xxxxx, or accept prepayment of any Rent (except
Rent paid in advance). Tenant acknowledges its Landlord's agreements and the
restrictions on Landlord's rights under said Assignment and hereby agrees to be
bound by said agreements and restrictions.
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.
By: Xxxxx Xxxxx
----------------------------------
Its: Resource & Facilities Manager
---------------------------------
Date: 8/10/94
--------------------------------
53
RECEIPT
August 9, 1994
I hereby acknowledge receipt on this 9th day of August 1994 of two (2) keys for
Suite 120 and two (2) keys each for the five private window offices in Suite
120 of the Orchard Ridge Office Park located at 00000 Xxxx Xxxxxx Xxxx Xxxx,
Xxxxxxxxxx Xxxxx, Xxxxxxxx.
COMPLETE BUSINESS SOLUTIONS, INC.
By: Xxxxx Xxxxx
--------------------------------
Its: Resource & Facilities Manager
--------------------------------
54
FOURTH AMENDMENT TO LEASE
THIS FOURTH AMENDMENT TO LEASE is dated this 30th day of September 1994
between Orchard Ridge Office Park Limited Partnership, a Michigan Limited
Partnership, whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ("Landlord") and Complete Business Solutions,
Inc., a Michigan Corporation, whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx,
Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ("Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant executed a certain Lease and Riders to Lease
dated October 22, 1992 for Suite 250 and Amendments to Lease dated
October 1, 1993 for Suite 115, June 14, 1994 for Suite 130, and June 28, 1994
for Suite 120 of the office building located at 00000 Xxxx Xxxxxx Xxxx Xxxx,
Xxxxxxxxxx Xxxxx, Xxxxxxxx.
WHEREAS, Landlord and Tenant desire to amend the Lease to include the
rental of additional space located on the first floor of the west-wing currently
known as Xxxxx 000, Xxxxx 000, and Suite 140 ("Additional Space") so that the
Leased Premises will consist of the entire first and second floor of the
west-wing excepting Suite 100 and the common areas.
WHEREAS, Landlord and Tenant desire to extend the Term of the Lease through
June 15, 2003 for the Leased Premises.
NOW, THEREFORE, in consideration of the mutual covenants between Landlord
and Tenant and other good and valuable consideration, the adequacy and
sufficiency of which are hereby acknowledged and accepted, the parties hereby
agree as follows.
1. Paragraph 1 of the Lease is amended to reflect that the Leased
Premises shall consist of the entire first and second floor of the
west-wing excepting Suite 100 and the common areas and shall consist of
37,661 square feet which constitutes 31.88% of the Building.
2. Paragraph 2 of the Lease is amended to provide for a Commencement
Date of January 1, 1995 for the Additional Space and an Expiration Date of
June 15, 2003 for the Leased Premises.
4. Paragraph 3 of the Lease is amended to reflect an aggregate Rent
inclusive of this Fourth Amendment to Lease.
5. The Schedule of Rents to the Lease is amended to provide for the
monthly rental set forth on the attached Schedule of Rents to this Fourth
Amendment to Lease.
6. Paragraph B of the first Rider to Lease is replace by the
following paragraph.
Tenant shall have, to the extent the Landlord is able to
grant same, at the then market rental rates, the right of first
refusal to lease any additional space that may come available in
the Building during the Term of the Lease. Upon written notice
from Landlord that it has a prospective Tenant for such space,
Tenant shall have ten (10) days
55
from receipt of said notice to notify Landlord in writing of its
intent to exercise its option to lease the additional space.
Failure by Tenant to notify Landlord as provided shall release
Landlord of further obligations to Tenant hereunder. The
Expiration Date of the Lease on the additional space shall be as
agreed upon between Landlord and Tenant, but, in no event, shall
the Expiration Date be earlier than the Expiration Date set forth
in Paragraph 2 of this Fourth Amendment to Lease.
7. Paragraph D of the first Rider to Lease is amended to provide
for five (5) additional reserved parking spaces of which two (2) of those
additional reserved parking spaces will replace the exiting reserved
parking spaces currently known as "American Vacation" when these spaces
become available.
8. Exhibit A of the Lease is amended to include the attached Floor
Plan for the suites located on first floor of the west-wing in which
Landlord will build out the Additional Space, using building standard
materials, as indicated on the Floor Plan.
9. All other terms and conditions of the Lease are hereby ratified
and confirmed and remain in full force and effect.
IN WITNESS WHEREOF, this Fourth Amendment to Lease has been executed by the
parties hereto as of the day and year first above written.
WITNESSES: LANDLORD:
ORCHARD RIDGE OFFICE PARK LIMITED
PARTNERSHIP
Xxxxx X. Xxxx By: Xxxx Xxxx
--------------- ----------------------------
Its: Business Manager
---------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.
Xxxxx X. Xxxx By: Xxx Xxxxxx
-------------- ----------------------------
Its: Chief Financial Officer
---------------------------
56
SCHEDULE OF RENTS TO FOURTH AMENDMENT TO LEASE
------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------
PAYMENT XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 COMBINED MONTHLY RENT
Lease/Riders 1st Amndmt 2nd Amndmt 3rd Amndmt 4th Amndmt 4th Amndmt 4th Amndmt 4th Amndmt Entire Lease
20,701 2,470 2,400 2,820 2,250 3,520 3,500 37,661 37,661
------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------
01/01/95 X/X X/X X/X X/X 1,610.39 2,519.36 2,505.04 6,634.79
01/16/95 0.00 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 24,570.63
02/16/95 0.00 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 24,570.63
03/16/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
04/16/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
05/16/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
06/16/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
07/16/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
08/16/95 11,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 36,271.76
09/16/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
10/16/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
11/16/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
12/16/95 11,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 36,271.76
01/16/96 0.00 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 24,570.63
02/16/96 0.00 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 24,570.63
03/16/96 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
04/16/96 16,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 41,271.76
05/16/96 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
06/16/96 16,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 41,271.76
07/16/96 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
08/16/96 11,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 36,271.76
09/16/96 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
10/16/96 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
11/16/96 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
12/16/96 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
01/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
02/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
03/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
04/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
05/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
06/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
07/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
08/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
09/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
10/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
11/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
12/16/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
01/16/98 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
02/16/98 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
03/16/98 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
04/16/98 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
05/16/98 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
06/16/98 57,276.18 57,276.18
07/16/98 57,276.18 57,276.18
08/16/98 57,276.18 57,276.18
09/16/98 57,276.18 57,276.18
57
SCHEDULE OF RENTS TO FOURTH AMENDMENT TO LEASE
---------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- --------- ------------
PAYMENT XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 COMBINED MONTHLY RENT
Lease/Riders 1st Amndmt 2nd Amndmt 3rd Amndmt 4th Amndmt 4th Amndmt 4th Amndmt 4th Amndmt Entire Lease
20,701 2,470 2,400 2,820 2,250 3,520 3,500 37,661 37,661
---------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------
10/16/98 57,276.10 57,276.10
11/16/98 57,276.10 57,276.10
12/16/98 57,276.10 57,276.10
01/16/99 57,276.10 57,276.10
02/16/99 57,276.10 57,276.10
03/16/99 57,276.10 57,276.10
04/16/99 57,276.10 57,276.10
05/16/99 59,629.92 59,629.92
06/16/99 59,629.92 59,629.92
07/16/99 59,629.92 59,629.92
08/16/99 59,629.92 59,629.92
09/16/99 59,629.92 59,629.92
10/16/99 59,629.92 59,629.92
11/16/99 59,629.92 59,629.92
12/16/99 59,629.92 59,629.92
01/16/2000 59,629.92 59,629.92
02/16/2000 59,629.92 59,629.92
03/16/2000 59,629.92 59,629.92
04/16/2000 59,629.92 59,629.92
05/16/2000 59,629.92 59,629.92
06/16/2000 61,983.73 61,983.73
06/16/2000 61,983.73 61,983.73
07/16/2000 61,983.73 61,983.73
08/16/2000 61,983.73 61,983.73
09/16/2000 61,983.73 61,983.73
10/16/2000 61,983.73 61,983.73
11/16/2000 61,983.73 61,983.73
12/16/2000 61,983.73 61,983.73
01/16/2001 61,983.73 61,983.73
02/16/2001 61,983.73 61,983.73
03/16/2001 61,983.73 61,983.73
04/16/2001 61,983.73 61,983.73
05/16/2001 61,983.73 61,983.73
06/16/2001 64,337.54 64,337.54
07/16/2001 64,337.54 64,337.54
08/16/2001 64,337.54 64,337.54
09/16/2001 64,337.54 64,337.54
10/16/2001 64,337.54 64,337.54
11/16/2001 64,337.54 64,337.54
12/16/2001 64,337.54 64,337.54
01/16/2002 64,337.54 64,337.54
02/16/2002 64,337.54 64,337.54
03/16/2002 64,337.54 64,337.54
04/16/2002 64,337.54 64,337.54
05/16/2002 64,337.54 64,337.54
06/16/2002 66,691.35 66,691.35
07/16/2002 66,691.35 66,691.35
58
SCHEDULE OF RENTS TO FOURTH AMENDMENT TO LEASE
------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------
PAYMENT XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 COMBINED MONTHLY RENT
Lease/Riders 1st Amndmt 2nd Amndmt 3rd Amndmt 4th Amndmt 4th Amndmt 4th Amndmt 4th Amndmt Entire Lease
20,701 2,470 2,400 2,820 2,250 3,520 3,500 37,661 37,661
------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------
08/16/2002 66,691.35 66,691.35
09/16/2002 66,691.35 66,691.35
10/16/2002 66,691.35 66,691.35
11/16/2002 66,691.35 66,691.35
12/16/2002 66,691.35 66,691.35
01/16/2003 66,691.35 66,691.35
02/16/2003 66,691.35 66,691.35
03/16/2003 66,691.35 66,691.35
04/16/2003 66,691.35 66,691.35
05/16/2003 66,691.35 66,691.35
59
AMENDMENT TO FOURTH AMENDMENT TO LEASE
THIS AMENDMENT TO FOURTH AMENDMENT TO LEASE is dated this 15th day of
March 1995 between Orchard Ridge Office Park Limited Partnership, a Michigan
Limited partnership, whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ("Landlord") and Complete Business Solutions,
Inc., a Michigan Corporation, whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx,
Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ("Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant executed a certain Lease and Riders to
Lease dated October 22, 1992 for Suite 250 and Amendments to Lease dated
October 1, 1993 for Suite 115, June 14, 1994 for Xxxxx 000, Xxxx 00, 0000 xxx
Xxxxx 000, and September 30, 1994 for Suites 110, 125, and 140 of the office
building located at 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxx.
WHEREAS, Landlord and Tenant desire to amend the Schedule of Rents to
Fourth Amendment to Lease to reflect rental payments owing on the first of each
month pursuant to Paragraph 3 of the Lease.
NOW, THEREFORE, in consideration of the mutual convenants between
Landlord and Tenant and other good and valuable consideration, the adequacy and
sufficiency of which are hereby acknowledged and accepted, the parties hereby
agree as follows.
1. The Schedule of Rents to Fourth Amendment to Lease is
replaced with the attached Schedule of Rents to Fourth Amendment to
Lease (Revised March 7, 1995).
2. All other terms and conditions of the Lease are hereby
ratified and confirmed and remain in full force and effect.
IN WITNESS WHEREOF, this Amendment to Fourth Amendment to Lease has been
executed by the parties hereto as of the day and year first above written.
WITNESSES: LANDLORD:
ORCHARD RIDGE OFFICE PARK LIMITED
PARTNERSHIP
XxxxXxx Xxxxxxxxxx By: Xxxx Xxxx
-------------------------------- ------------------------------
Its: Business Manager
-----------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.
XxxxXxx Xxxxxxxxx By: Xxx Xxxxxx
--------------------------------- ------------------------------
Its: Chief Financial Officer
-----------------------------
60
SCHEDULE OF RENTS TO FOURTH AMENDMENT TO LEASE
(Revised March 7, 1995)
------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------
PAYMENT XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 COMBINED MONTHLY RENT
Lease/Riders 1st Amndmt 2nd Amndmt 3rd Amndmt 4th Amndmt 4th Amndmt 4th Amndmt 4th Amndmt Entire Lease
20,701 2,470 2,400 2,820 2,250 3,520 3,500 37,661 37,661
------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------
01/01/95 5,850.56 3,087.50 3,600.00 4,171.25 16,709.31
02/01/95 0.00 3,087.50 3,600.00 4,171.25 10,858.75
02/20/95 X/X X/X X/X X/X 1,069.76 1,573.57 2,743.33
03/01/95 10,850.57 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 30,244.12
03/09/95 X/X X/X X/X X/X X/X X/X 3,841.06 3,841.06
04/01/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
05/01/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
06/01/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
07/01/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
08/01/95 16,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 41,271.76
09/01/95 16,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 41,271.76
10/01/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
11/01/95 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
12/01/96 16,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 41,271.76
01/01/96 5,850.56 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 30,421.19
02/01/95 0.00 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 24,570.63
03/01/96 10,850.57 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 35,421.20
04/01/96 19,201.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 43,771.76
05/01/96 19,201.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 43,771.76
06/01/96 19,201.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 43,771.76
07/01/96 19,201.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 43,271.76
08/01/96 16,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 41,271.76
09/01/96 16,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 41,271.76
10/01/96 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
11/01/96 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
12/01/96 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
01/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
02/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
03/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
04/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
05/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
06/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
07/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
08/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
09/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
10/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
11/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
12/01/97 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
01/01/98 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
02/01/98 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
03/01/98 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
04/01/98 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
05/01/98 21,701.13 3,087.50 3,600.00 4,171.25 3,328.13 5,206.67 5,177.08 46,271.76
61
SCHEDULE OF RENTS TO FOURTH AMENDMENT TO LEASE
(Revised March 7, 1995)
--------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------
PAYMENT XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 COMBINED MONTHLY RENT
Lease/Riders 1st Amndmt 2nd Amndmt 3rd Amndmt 4th Amndmt 4th Amndmt 4th Amndmt 4th Amndmt Entire Lease
20,701 2,470 2,400 2,820 2,250 3,520 3,500 37,651 37,661
--------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------
4,171.25
06/01/98 10,850.56 1,543.75 1,800.00 2,085.52 1,664.06 2,603.33 2,588.54 28,638.05 51,773.91
07/01/98 57,276.10 57,276.10
08/01/98 57,276.10 57,276.10
09/01/98 57,276.10 57,276.10
10/01/98 57,276.10 57,276.10
11/01/98 57,276.10 57,276.10
12/01/98 57,276.10 57,276.10
01/01/99 57,276.10 57,276.10
02/01/99 57,276.10 57,276.10
03/01/99 57,276.10 57,276.10
04/01/99 57,276.10 57,276.10
05/01/99 57,276.10 57,276.10
06/01/99 58,453.01 58,453.01
07/01/99 59,629.92 59,629.92
08/01/99 59,629.92 59,629.92
09/01/99 59,629.92 59,629.92
10/01/99 59,629.92 59,629.92
11/01/99 59,629.92 59,629.92
12/01/99 59,629.92 59,629.92
01/01/2000 59,629.92 59,629.92
02/01/2000 59,629.92 59,629.92
03/01/2000 59,629.92 59,629.92
04/01/2000 59,629.92 59,629.92
05/01/2000 59,629.92 59,629.92
06/01/2000 60,806.83 60,806.83
07/01/2000 61,983.73 61,983.73
08/01/2000 61,983.73 61,983.73
09/01/2000 61,983.73 61,983.73
10/01/2000 61,983.73 61,983.73
11/01/2000 61,983.73 61,983.73
12/01/2000 61,983.73 61,983.73
01/01/2001 61,983.73 61,983.73
02/01/2001 61,983.73 61,983.73
03/01/2001 61,983.73 61,983.73
04/01/2001 61,983.73 61,983.73
05/01/2001 61,983.73 61,983.73
06/01/2001 63,160.63 63,160.63
07/01/2001 64,337.54 64,337.54
08/01/2001 64,337.54 64,337.54
09/01/2001 64,337.54 64,337.54
10/01/2001 64,337.54 64,337.54
11/01/2001 64,337.54 64,337.54
12/01/2001 64,337.54 64,337.54
62
SCHEDULE OF RENTS TO FOURTH AMENDMENT TO LEASE
(Revised March 7, 1995)
------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------
PAYMENT XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 XXXXX 000 COMBINED MONTHLY RENT
Lease/Riders 1st Amndmt 2nd Amndmt 3rd Amndmt 4th Amndmt 4th Amndmt 4th Amndmt 4th Amndmt Entire Lease
20,701 2,470 2,400 2,820 2,250 3,520 3,500 37,661 37,661
------- ------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ------------
01/01/2002 54,337.54 64,337.54
02/01/2002 64,337.54 64,337.54
03/01/2002 64,337.54 64,337.54
04/01/2002 64,337.54 64,337.54
05/01/2002 64,337.54 64,337.54
06/01/2002 65,514.45 65,514.45
07/01/2002 66,691.35 66,691.35
08/01/2002 66,691.35 66,691.35
09/01/2002 66,691.35 66,691.35
10/01/2002 66,691.35 66,691.35
11/01/2002 66,691.35 66,691.35
12/01/2002 66,691.35 66,691.35
01/01/2003 66,691.35 66,691.35
02/01/2003 66,691.35 66,691.35
03/01/2003 66,691.35 66,691.35
04/01/2003 66,691.35 66,691.35
05/01/2003 33,345.67 33,345.67
06/01/2003
63
FIFTH AMENDMENT TO LEASE
THIS FIFTH AMENDMENT TO LEASE is dated this 14 day of October 1994 between
Orchard Ridge Office Park Limited Partnership, a Michigan Limited Partnership,
whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx,
Xxxxxxxx 00000 ("Landlord") and Complete Business Solutions, Inc., a Michigan
Corporation, whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000 ("Tenant").
WITNESSETH
WHEREAS, Landlord and Tenant entered into a certain Lease and Riders to
Lease dated October 22, 1992 for Suite 250 and First, Second, Third and Fourth
Amendments to said Lease, the cumulative effect of which are that, except for
Suite 100 (Bridgewall Construction Co.) and the common areas, the current Leased
Premises consist of the first and second floors of the West-Wing of the Office
Complex.
WHEREAS, Landlord and Tenant desire to further amend the Lease to include
the rental of additional space located on the first floor of the East-Wing more
commonly known as Suite 195.
NOW, THEREFORE, in consideration of the mutual covenants between Landlord
and Tenant and other good and valuable consideration, the adequacy and
sufficiency of which are hereby acknowledged and accepted, the parties hereby
agree as follows.
1. Paragraph 1 of the Lease is amended to reflect that from October
17, 1994 through the end of the Lease Term, the Leased Premises shall
include Suite 195, an additional 4,428 square feet space which comprises
an additional 3.75% of the Building.
2. Paragraph 3 of the Lease is amended to reflect an aggregate Rent
inclusive of this Fifth Amendment to Lease.
3. The Schedule of Rents to the Lease is amended to provide for a the
following monthly rents for Suite 195:
Through June 15, 1995 6549.75
Through June 15, 1996 6549.75
Through June 15, 1997 6549.75
Through June 15, 1998 6549.75
Through June 15, 1999 6734.25
Through June 15, 2000 7011.00
Through June 15, 2001 7287.75
Through June 15, 2002 7564.50
Through June 15, 2003 7841.25
64
4. Exhibit A of the Lease is amended to include the attached Floor
Plan for Suite 195 in which Tenant will accept in an "as is" condition.
5. All other terms and conditions of the Lease are hereby ratified
and confirmed and remain in full force and effect.
IN WITNESS WHEREOF, this Fifth Amendment to Lease has been executed by the
parties hereto as of the day and year first above written.
WITNESSES: LANDLORD:
ORCHARD RIDGE OFFICE PARK LIMITED
PARTNERSHIP
Xxxxxxx X. Xxxxxx By: Xxxx Xxxx
------------------ ------------------------------
Its: Business Manager
-----------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.
Xxxxxxx X. Xxxxxx By: Xxx Xxxxxx
------------------ -----------------------------
Its: Chief Financial Officer
-----------------------------
65
SIXTH AMENDMENT TO LEASE
THIS SIXTH AMENDMENT TO LEASE is dated this 10th day of August 1995 between
Orchard Ridge Office Park Limited Partnership, a Michigan Limited Partnership,
whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx,
Xxxxxxxx 00000 ("Landlord") and Complete Business Solutions, Inc., a Michigan
Corporation, whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000 ("Tenant").
W I T N E S S E T H
WHEREAS, Landlord and Tenant executed a certain Lease and Riders to Lease
dated October 22, 1992 for Suite 250 and Amendments to Lease dated October 1,
1993 for Suite 115, June 14, 1994 for Suite 130, June 28, 1994 for Suite 120,
September 30, 1994 for Suites 110, 125, and 140, and October 14, 1994 for Suite
195 of the office building located at 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxxxxxxx
Xxxxx, Xxxxxxxx.
WHEREAS, Landlord and Tenant desire to amend the Lease to reduce the square
footage of Suite 195.
NOW, THEREFORE, in consideration of the mutual covenants between Landlord
and Tenant and other good and valuable consideration, the adequacy and
sufficiency of which are hereby acknowledged and accepted, the parties hereby
agree as follows:
1. Paragraph 1 of the Lease is amended to reflect that effective
August 1, 1995 the square footage for Suite 195 shall be reduced from 4,428
square feet to 800 square feet which constitutes 0.68% of the Building.
2. Paragraph 3 of the Lease is amended to reflect an aggregate rent
inclusive of this Sixth Amendment to Lease.
3. The Schedule of Rents to the Lease is amended to reflect that
effective August 1, 1995 the monthly rent for Suite 195 shall be reduced to
$1,166.67 per month.
4. Exhibit A of the Lease is amended to include the attached Floor
Plan for Suite 195 which reflects the square footage leased in accordance
with this Sixth Amendment to Lease.
5. With respect to Suite 195 only, Landlord may terminate the lease
relationship of Suite 195 with a five (5) day written notice to the Tenant
delivered by Certified Mail, Return Receipt Requested and Tenant may
terminate the lease relationship of Suite 195 with a thirty (30) day
written notice to the Landlord delivered by Certified Mail, Return Receipt
Requested. This right to terminate shall only apply to Suite 195.
66
6. All other terms and conditions of the Lease are hereby ratified
and confirmed and remain in full force and effect.
IN WITNESS WHEREOF, this Sixth Amendment to Lease has been executed by the
parties hereto as of the day and year first above written.
WITNESSES: LANDLORD:
ORCHARD RIDGE OFFICE PARK LIMITED
PARTNERSHIP
XxxxXxx Xxxxxxxxxx By: Xxxx Xxxx
--------------------------- ------------------------------
Its: Business Manager
-----------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.
Xxxxxxx X. Xxxxxx By: Xxx Xxxxxx
--------------------------- ------------------------------
Its: C.F.O.
-----------------------------
67
SEVENTH AMENDMENT TO LEASE
THIS SEVENTH AMENDMENT TO LEASE is dated this 6th day of August 1996
between Orchard Ridge Office Park Limited Partnership, a Michigan Limited
Partnership, whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000 ("Landlord") and Complete Business Solutions, Inc., a
Michigan Corporation, whose address is 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ("Tenant").
W I T N E S S E T H
WHEREAS, Landlord and Tenant entered into a certain Lease and Riders to
Lease dated October 22, 1992 for Suite 250 and First, Second, Third, Fourth,
Fifth, and sixth Amendments to said Lease for Suites 110, 115, 120, 125, 130,
140, and 195 of the building located at 00000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxxxxxxx
Xxxxx, Xxxxxxxx.
WHEREAS, Landlord and Tenant desire to further amend the Lease to include
the rental of additional contiguous square footage for Suite 195.
NOW, THEREFORE, in consideration of the mutual covenants between Landlord
and Tenant and other good and valuable consideration, the adequacy and
sufficiency of which are hereby acknowledged and accepted, the parties hereby
agree as follows.
1. Paragraph 1 of the Lease is amended to reflect that from August
15, 1996 through the end of the Lease Term, which is June 15, 2003, the
square footage for Suite 195 shall be increased from 800 square feet to
4,428 square feet which constitutes 3.75% of the Building.
2. Paragraph 3 of the Lease is amended to reflect an aggregate Rent
inclusive of this Seventh Amendment to Lease.
3. The Schedule of Rents to the Lease is amended to provide for the
following monthly rental for Suite 195:
08/15/1996 thru 08/31/1996 $3,591.80
09/01/1996 thru 05/31/1997 $6,549.75
06/01/1997 thru 05/31/1998 $6,549.75
06/01/1998 thru 05/31/1999 $6,734.25
06/01/1999 thru 05/31/2000 $7,011.00
06/01/2000 thru 05/31/2001 $7,287.75
06/01/2001 thru 05/31/2002 $7,564.50
06/01/2002 thru 05/31/2003 $7,841.25
06/01/2003 thru 06/15/2003 $3,920.63
If the Landlord fails to deliver the Leased Premises on the Commencement
Date of August 15, 1996, the Commencement Date and Schedule of Rents shall be
postponed until the Leased Premises are substantially complete in accordance to
the attached Floor Plan.
4. Exhibit A of the Lease is amended to include the attached Floor Plan
for Suite 195 for which Landlord will perform certain improvements, at Tenant's
expense, as shown on the Floor Plan for which Tenant will pay the total sum of
$20,000 to Landlord upon the execution of this Seventh Amendment to Lease.
68
5. Any other Agreements in reference to Suite 195 except as stated in
this Seventh Amendment to Lease are hereby null and void.
6. All other terms and conditions of the Lease are hereby ratified
and confirmed and remain in full force and effect.
IN WITNESS WHEREOF, this Seventh Amendment to Lease has been executed by
the parties hereto as of the day and year first above written.
WITNESSES: LANDLORD:
ORCHARD RIDGE OFFICE PARK LIMITED
XxxxXxx Xxxxxxxxxx By: Xxxxxx Xxxxxx
------------------- ------------------------------
Its: General Partner
-----------------------------
TENANT:
COMPLETE BUSINESS SOLUTIONS, INC.
Xxxxx Xxxxxx By: Xxx Xxxxxx
------------------- ------------------------------
Its: Chief Financial Officer
-----------------------------
