LEASE
By and Between
000 XXXXXXXXX XXXX LIMITED PARTNERSHIP
("LANDLORD")
AND
EN POINTE TECHNOLOGIES, INC.
("TENANT")
Multi-Tenant Office Lease
TABLE OF CONTENTS
ARTICLE 1 - TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
ARTICLE 2 - USE . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
ARTICLE 3 - RENTALS . . . . . . . . . . . . . . . . . . . . . . . . . -1-
ARTICLE 4 - CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . -1-
ARTICLE 5 - POSSESSION. . . . . . . . . . . . . . . . . . . . . . . . -2-
ARTICLE 6 - TENANT'S PRO RATA SHARE OF REAL ESTATE TAXES AND
OPERATING EXPENSES. . . . . . . . . . . . . . . . . . . . -2-
ARTICLE 7 - UTILITIES AND SERVICE . . . . . . . . . . . . . . . . . . -3-
ARTICLE 8 - NON-LIABILITY OF LANDLORD . . . . . . . . . . . . . . . . -4-
ARTICLE 9 - CARE OF PREMISES. . . . . . . . . . . . . . . . . . . . . -4-
ARTICLE 10 - RESTRICTIONS CONCERNING USE . . . . . . . . . . . . . . . -5-
ARTICLE 11 - INSPECTION. . . . . . . . . . . . . . . . . . . . . . . . -5-
ARTICLE 12 - ALTERATIONS . . . . . . . . . . . . . . . . . . . . . . . -5-
ARTICLE 13 - SIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
ARTICLE 14 - COMMON AREAS. . . . . . . . . . . . . . . . . . . . . . . -6-
ARTICLE 15 - ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . -7-
ARTICLE 16 - LOSS BY CASUALTY. . . . . . . . . . . . . . . . . . . . . -8-
ARTICLE 17 - WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . . . -8-
ARTICLE 18 - EMINENT DOMAIN. . . . . . . . . . . . . . . . . . . . . . -8-
ARTICLE 19 - SURRENDER . . . . . . . . . . . . . . . . . . . . . . . . -9-
ARTICLE 20 - NON-PAYMENT OF RENT, DEFAULTS . . . . . . . . . . . . . . -9-
ARTICLE 21 - LANDLORD'S DEFAULT. . . . . . . . . . . . . . . . . . . . -10-
ARTICLE 22 - HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . -11-
ARTICLE 23 - SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . -11-
ARTICLE 24 - INDEMNITY, INSURANCE AND SECURITY . . . . . . . . . . . . -11-
ARTICLE 25 - NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . -12-
ARTICLE 26 - APPLICABLE LAW. . . . . . . . . . . . . . . . . . . . . . -12-
ARTICLE 27 - MECHANICS' LIEN . . . . . . . . . . . . . . . . . . . . . -12-
ARTICLE 28 - SECURITY INTEREST . . . . . . . . . . . . . . . . . . . . -13-
ARTICLE 29 - BROKERAGE . . . . . . . . . . . . . . . . . . . . . . . . -13-
ARTICLE 30 - SUBSTITUTION. . . . . . . . . . . . . . . . . . . . . . . -13-
ARTICLE 31 - ESTOPPEL CERTIFICATES . . . . . . . . . . . . . . . . . . -13-
ARTICLE 32 - GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . -14-
ARTICLE 33 - EXCULPATION . . . . . . . . . . . . . . . . . . . . . . . -15-
LEASE SUMMARY SHEET
1. LANDLORD: 000 Xxxxxxxxx Xxxx Limited Partnership
c/o United Properties Corporation
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxxxx, XX 00000
2. TENANT: EN POINTE TECHNOLOGIES, INC., A DELAWARE CORPORATION
3. TENANT'S ADDRESS:
A. Prior to the commencement of the Term:
B. Subsequent to commencement of the Term if different
from the address of the Premises:
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
4. PREMISES: XXXXX 000, 3,013 RENTABLE SQUARE FEET
5. TERM OF LEASE: FIVE (5) YEARS
COMMENCEMENT DATE: JULY 1, 1997
EXPIRATION DATE: JUNE 30, 2002
6. RENT: JULY 1, 1997 - JUNE 30, 1998: $3,640.71 PER MONTH
JULY 1, 1998 - JUNE 30, 1999: $3,766.25 PER MONTH
JULY 1, 1999 - JUNE 30, 2000: $3,891.79 PER MONTH
JULY 1, 2000 - JUNE 30, 2001: $4,017.33 PER MONTH
JULY 1, 2001 - JUNE 30, 2002: $4,142.88 PER MONTH
7. SECURITY DEPOSIT: $6,297.17
This Lease Summary Sheet information is incorporated into and made a part
of the Lease Agreement attached hereto. In the event of any conflict between
any Summary Sheet information and the Lease Agreement, the Lease Agreement shall
control. This Lease Agreement includes the following Exhibits, all of which are
made a part of this Lease Agreement. Exhibits: Exhibit A-1 (Graphic Location of
the Premises); Exhibit A-2 (Legal Description for the Building); Exhibit A-3, if
attached (Plans and/or Description for Construction of Improvements to the
Premises); Exhibit B, if attached (Tenant Work Fundings);_______________________
__________________________________.
MULTI-TENANT OFFICE LEASE AGREEMENT (NET)
THIS LEASE AGREEMENT (hereinafter called the "Lease Agreement") made as of the
28TH day of MAY, 1997, by and between 000 XXXXXXXXX XXXX LIMITED PARTNERSHIP
having offices at c/o United Properties Corporation, 0000 Xxxx 00xx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx, 00000 (hereinafter called the "Landlord"), and EN
POINTE TECHNOLOGIES, INC., A DELAWARE CORPORATION, (hereinafter called the
"Tenant").
WITNESSETH
FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) in hand paid by
each of the parties to the other, and other good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, Landlord does hereby
lease and let unto Tenant, and Tenant does hereby hire, lease and take from
Landlord, that area outlined in red on Exhibit A-1 attached hereto, and by this
reference incorporated herein, and described as Suite 255, containing
approximately 3,013 rentable square feet, (hereinafter called the "Premises") at
000 XXXXX X.X. XXXXXXX 000 (hereinafter called the "Building") in the City of
PLYMOUTH, County of HENNEPIN, State of Minnesota. The term Building as it is
used herein shall consist of the land and building(s) set forth in Exhibit A-2
hereto.
ARTICLE 1 - TERM
To have and to hold said Premises for a term of FIVE (5) years, commencing
JULY 1, 1997 and terminating JUNE 30, 2002 (hereinafter called the "Term") upon
the rentals and subject to the conditions set forth in this Lease Agreement, and
the Exhibits attached hereto. The commencement and termination dates are
specifically subject to the provisions of Article 5 hereof.
ARTICLE 2 - USE
The Premises shall be used by the Tenant solely for the following purposes:
COMPUTER SOFTWARE AND RELATED SERVICES.
ARTICLE 3 - RENTALS
Tenant agrees to pay to Landlord as minimum rental (hereinafter called
"Minimum Rental") for the Premises, without notice set-off or demand, the sum of
SEE LEASE SUMMARY Dollars ($________) per month, said monthly installments to be
due and payable by Tenant in advance on the first day of each calendar month
during the Term of this Lease Agreement, or any extension or renewal thereof, at
the office of Landlord set forth in the preamble to this Lease Agreement or at
such other place as Landlord may designate. In the event of any fractional
calendar month, Tenant shall pay for each day in such partial month a rental
equal to 1/30 of the Minimum Rental. Tenant agrees to pay, as Additional Rent,
which shall be collectible to the same extent as Minimum Rental, all amounts
which may become due to Landlord hereunder and any tax, charge or fee that may
be levied, assessed or imposed upon or measured by the rents reserved hereunder
by any governmental authority acting under any present or future law before any
fine, penalty, interest or costs may be added thereto for non-payment. Pursuant
to Article 6 hereof, Landlord's estimated Operating Expenses for 1997, are $5.25
per square foot and estimated Real Estate Taxes payable in 1997 are $5.33 per
square foot.
ARTICLE 4 - CONSTRUCTION
If any improvements to the Premises ("Tenant Improvements") are to be made,
the provisions governing the planning, construction, scope of work and terms and
payment, shall be set forth in Exhibit B, which, if attached hereto, is
incorporated herein by this reference. If the parties have agreed to plans
and/or a description for said Tenant Improvements, the same will be attached
hereto as Exhibit A-3 and, if so attached, is incorporated herein by this
reference.
ARTICLE 5 - POSSESSION
Except as otherwise provided, Landlord shall deliver possession of the
Premises on or before the date hereinabove specified for commencement of the
Term, but delivery of possession prior to such commencement date shall not
affect the expiration date of this Lease Agreement. Failure of Landlord, to
deliver possession of the Premises by the date hereinabove provided, due to a
holding over by a prior tenant, or any other cause beyond Landlord's control, or
time required for construction delays due to material shortages, strikes, or
acts of God, shall automatically postpone the date of commencement of the Term
of this Lease Agreement and shall extend the termination date by periods equal
to those which shall have elapsed between and including the date hereinabove
specified for commencement of the Term hereof and the date on which possession
of the Premises is delivered to the Tenant. The rentals herein reserved shall
commence on the first day of the Term, provided, however, in the event of any
occupancy by Tenant prior to the beginning of the Term, such occupancy shall in
all respects be the same as that of a tenant under this Lease Agreement, and the
rental shall commence as of the date that Tenant enters into such occupancy of
the Premises. Provided further, that if Landlord shall be delayed in delivery
of the Premises to Tenant due to Tenant's failure to agree to the Plans or delay
caused by a party employed by or the agent of Tenant, or by Tenant's failure to
pay for the costs of the Tenant Improvements, then in such case the rental shall
be accelerated by the number of days of such delay, and the rentals shall
commence the same as if occupancy had been taken by Tenant. Prior to the
commencement of the Term, Landlord shall have no responsibility or liability for
loss or damage to fixtures, facilities or equipment installed or left on the
Premises. By occupying the Premises as a Tenant, or to install fixtures,
facilities or equipment, or to perform finishing work, Tenant shall be
conclusively deemed to have accepted the same and to have acknowledged that the
Premises are in the condition required by this Lease Agreement. Should the
commencement of the rental obligations of Tenant under this Lease Agreement
occur for any reason on a day other than the first day of a calendar month, then
in that event solely for the purposes of computing the Term of this Lease
Agreement, the commencement date of the Term shall become and be the first day
of the first full calendar month following the date when Tenant's rental
obligation commences, or the first day of the first full calendar month
following the commencement date set out in Article 1 (if such is other than the
first date of a calendar month), whichever date is later, and the termination
date shall be adjusted accordingly; provided however, that the termination date
shall be the last day of a calendar month, which date shall in no event be
earlier than the termination date set out in Article 1. Immediately after
Tenant's occupancy of the Premises the Landlord and Tenant shall execute a
ratification agreement which shall set forth the final commencement and
termination dates for the Term and shall acknowledge the Minimum Rental, the
square footage of the Premises, and delivery of the Premises in the condition
required by this Lease Agreement. TENANT SHALL HAVE ACCESS TO THE PREMISES ONE
(1) WEEK PRIOR TO THE COMMENCEMENT DATE FOR THE SOLE PURPOSE OF INSTALLING
FURNITURE SYSTEMS AND PHONE AND DATA CABLING.
ARTICLE 6 - TENANT'S PRO RATA SHARE OF REAL ESTATE TAXES AND OPERATING EXPENSES
A. During each full or partial calendar year during the Term of this
Lease Agreement, Tenant shall pay to Landlord, as Additional Rental, an
amount equal to the Real Estate Taxes and Operating Expenses (both as
hereinafter defined) per square foot of rentable area in the Building
multiplied by the number of square feet of rentable area in the Premises
prorated for the period that Tenant occupied the Premises. Notwithstanding
the preceding sentence, Tenant's share of the following Operating Expenses
shall be computed on the basis of the cost of said expenses per rentable
square foot of area within the Building actually occupied: cleaning,
management, and energy expenses.
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B. Landlord shall, each year during the Term of this Lease
Agreement, give Tenant an estimate of Operating Expenses and Real Estate
Taxes payable per square foot of rentable area for the coming calendar
year. Tenant shall pay, as Additional Rental, along with its monthly
Minimum Rental payments required hereunder, one-twelfth (1/12) of such
estimated Operating Expenses and Real Estate Taxes and such Additional
Rental shall be payable until subsequently adjusted for the following year
pursuant to this Article.
C. As soon as possible after the expiration of each calendar year,
Landlord shall determine and certify to Tenant the actual Operating
Expenses and Real Estate Taxes for the previous year per square foot of
rentable area in the Building and the amount applicable to the Premises.
If such statement shows that Tenant's share of Operating Expenses and Real
Estate Taxes exceeds Tenant's estimated monthly payments for the previous
calendar year, then Tenant shall, within twenty (20) days after receiving
Landlord's certification, pay such deficiency to Landlord. In the event of
an overpayment by Tenant, such overpayments shall be refunded to Tenant, at
the time of certification, in the form of an adjustment in the Additional
Rental next coming due, or if at the end of the Term by a refund.
D. For the purposes of this Article, the term "Real Estate Taxes"
means the total of all taxes, fees, charges and assessments, general and
special, ordinary and extraordinary, foreseen or unforeseen, which become
due or payable upon the Building. All costs and expenses incurred by
Landlord during negotiations for or contests of the amount of Real Estate
Taxes shall be included within the term "Real Estate Taxes." For purposes
of this Article, the term "Operating Expenses" shall be deemed to mean all
costs and expenses directly related to the Building incurred by Landlord in
the repair, operation, management and maintenance of the Building including
interior and exterior and common area maintenance, management fees,
cleaning expenses, energy expenses, insurance premiums, and the
amortization of capital investments made to reduce operating costs or that
are necessary due to governmental requirements, all in accordance with
generally accepted accounting principles.
E. Landlord may at any time designate a fiscal year in lieu of a
calendar year and in such event, at the time of such a change, there may be
a billing for the fiscal year which is less than 12 calendar months.
F. Landlord reserves, and Tenant hereby assigns to Landlord, the
sole and exclusive right to contest, protest, petition for review, or
otherwise seek a reduction in the Real Estate Taxes.
ARTICLE 7 - UTILITIES AND SERVICE
A. Landlord agrees to furnish water, electricity, elevator service,
and janitorial service. In the event Tenant's requirements and/or usage of
such utilities and services is substantially greater than is customarily
supplied to a typical tenant in the Building, Landlord or Tenant may
request that the difference in such requirement and/or usage be determined
and that appropriate adjustments be made in the Minimum Rental provided for
in Article 3 of this Lease Agreement.
3
B. Landlord agrees to furnish heat during the usual heating season
and air conditioning during the usual air conditioning season, all during
normal business hours as defined in this Lease Agreement.
C. No temporary interruption or failure of such services incidental
to the making of repairs, alterations or improvements, or due to accidents
or strike or conditions or events not under Landlord's control, shall be
deemed as an eviction of the Tenant or relieve the Tenant from any of the
Tenant's obligations hereunder.
D. For the purposes of this Article 7, normal business hours shall
be deemed to mean the period of time between 8:00 a.m. and 5:00 p.m.,
Monday through Friday, and specifically excluding Saturdays, Sundays and
legal holidays.
E. Tenant shall have no right of access to the roof of the Premises
or the Building and shall not install, repair or replace any aerial, fan,
air conditioner, or other device on the roof of the Premises or the
Building without the prior written consent of Landlord.
ARTICLE 8 - NON-LIABILITY OF LANDLORD
Except in the event of the gross negligence of Landlord, its agents,
employees or contractors, Landlord shall not be liable for any loss or damage
for failure to furnish heat, air conditioning, electricity, elevator service,
water, sprinkler system or janitorial service. Landlord shall not be liable for
personal injury, death or any damage from any cause about the Premises or the
Building except if caused by Landlord's gross negligence.
ARTICLE 9 - CARE OF PREMISES
A. Tenant agrees:
1. To keep the Premises in as good condition and repair as they
were in at the time Tenant took possession of same, reasonable wear
and tear and damage from fire and other casualty for which insurance
is normally procured excepted;
2. To keep the Premises in a clean and sanitary condition;
3. Not to commit any nuisance or waste on the Premises,
overload the Premises or the electrical, water and/or plumbing
facilities in the Premises or Building, throw foreign substances in
plumbing facilities, or waste any of the utilities furnished by
Landlord;
4. To abide by such rules and regulations as may from time to
time be reasonably promulgated by Landlord;
5. To preserve and protect all carpeted areas and to provide
and use carpet protector mats in all locations within the Premises
where chairs with castors are used; and
6. To obtain Landlord's prior approval of the interior design
4
of any portion of the Premises visible from the common areas or from
the outside of the Building. "Interior design" as used in the
preceding sentence shall include but not be limited to floor and wall
coverings, furniture, office design, artwork and color scheme.
B. If Tenant shall fail to keep and preserve the Premises in
the state of condition required by the provisions of this Article 9,
the Landlord may at its option put or cause the same to be put into
the condition and state of repair agreed upon, and in such case the
Tenant, on demand, shall pay the cost thereof.
ARTICLE 10 - RESTRICTIONS CONCERNING USE
Tenant covenants not to introduce any hazardous or toxic materials onto the
Premises without complying with all applicable Federal, State and local laws or
ordinances pertaining to the transportation, storage, use or disposal of such
materials, including but not limited to obtaining proper permits. If Tenant's
transportation, storage, use or disposal of hazardous or toxic materials on the
Premises results in the contamination of the soil or surface or ground water or
loss or damage to person(s) or property, then Tenant agrees to:
i) Notify Landlord immediately of any contamination, claim or
contamination, loss or damage;
ii) After consultation with the Landlord, clean up the contamination
in full compliance with all applicable statutes, regulations and standards;
and
iii) Indemnify, defend and hold Landlord harmless from and against any
claims, suits, causes of action, costs and fees, including attorneys' fees
and costs, arising from or connected with any such contamination, claim of
contamination, loss or damage.
This provision shall survive termination, cancellation or expiration of this
Lease Agreement. For purposes of this Article, the terms "hazardous materials"
or "toxic materials" shall mean any substance or material which has been
determined by any state, federal or local governmental authority to be capable
of posing a risk of injury to health, safety or property, including all of those
materials and substances designated as hazardous or toxic by the city in which
the Premises are located, the U.S. Environmental Protection Agency, the Consumer
Product Safety Commission, the Food and Drug Administration, and any federal
agencies that have overlapping jurisdiction with such state agencies, or any
other governmental agency now or hereafter authorized to regulate materials and
substances in the environment.
ARTICLE 11 - INSPECTION
The Landlord or its employees or agents shall have the right without any
diminution of rent or other charges payable hereunder by Tenant to enter the
Premises at all reasonable times for the purpose of exhibiting the Premises to
prospective tenants or purchasers, inspection, cleaning, repairing, testing,
altering or improving the same or said Building, but nothing contained in this
Article shall be construed so as to impose any obligation on the Landlord to
make any repairs, alterations or improvements. LANDLORD SHALL USE REASONABLE
EFFORTS TO PROVIDE ADVANCED NOTICE EXCEPT IN CASES THAT ARE OF AN EMERGENCY
NATURE.
ARTICLE 12 - ALTERATIONS
5
Tenant will not make any alterations, repairs, additions or improvements in
or to the Premises or add, disturb or in any way change any locks, plumbing or
wiring therein without the prior written consent of the Landlord as to the
character of the alterations, additions or improvements to be made, the manner
of doing the work, and the contractor doing the work. Such consent shall not be
unreasonably withheld or delayed, if such alterations, repairs, additions or
improvements are the obligations of Tenant pursuant to this Lease Agreement.
All such work shall comply with the applicable governmental laws, ordinances,
rules and regulations. The Landlord as a condition to said consent may require
a surety performance and/or payment bond from the Tenant for said actions.
Tenant agrees to indemnify and hold Landlord free and harmless from any
liability, loss, cost, damage or expense (including attorney's fees) by reasons
of any said alteration, repairs, additions or improvements.
ARTICLE 13 - SIGNS
Tenant agrees that no signs or other advertising materials shall be
erected, attached or affixed to any portion of the interior or exterior of the
Premises or the Building without the express prior written consent of Landlord.
ARTICLE 14 - COMMON AREAS
A. Tenant agrees that the use of all corridors, passageways,
elevators, toilet rooms, parking areas and landscaped area in and around
said Building, by the Tenant or Tenant's employees, visitors or invitees,
shall be subject to such rules and regulations as may from time to time be
made by Landlord for the safety, comfort and convenience of the owners,
occupants, tenants and invitees of said Building. Tenant agrees that no
awnings, curtains, drapes or shades shall be used upon the Premises except
as may be approved by Landlord.
B. In addition to the Premises, Tenant shall have the right of
non-exclusive use, in common with others, of: (a) all unrestricted
automobile parking areas (subject to the provisions set forth below),
driveways and walkways; and (b) loading facilities, freight elevators and
other facilities as may be constructed in the Building, all to be subject
to the terms and conditions of this Lease Agreement and to reasonable rules
and regulations for the use thereof as prescribed from time to time by
Landlord.
C. Landlord shall have the right to make changes or revisions in the
site plan and in the Building so as to provide additional leasing area.
Landlord shall also have the right to construct additional buildings on the
land described on Exhibit A-2 for such purposes as Landlord may deem
appropriate. Landlord also reserves all airspace rights above, below and
to all sides of the Premises, including the right to make changes,
alterations or provide additional leasing areas.
D. Landlord and Tenant agree that Landlord will not be responsible
for any loss, theft or damage to vehicles, or the contents thereof, parked
or left in the parking areas of the Building and Tenant agrees to so advise
its employees, visitors or invitees who may use such parking areas.
E. The parking areas shall include those areas designated by
Landlord, in its REASONABLE discretion, as either restricted or
unrestricted parking areas. Tenant, its
6
employees and invitees shall have the right to park in the unrestricted
parking areas in common with other tenants of the Building upon such terms
and conditions adopted by Landlord from time to time, including the
imposition of a reasonable parking charge, if the same is established by
Landlord at any time during the Term. Tenant agrees not to overburden the
unrestricted parking areas and agrees to cooperate with Landlord and other
tenants in the use of the unrestricted parking areas. Landlord reserves
the right in its absolute discretion to determine whether the parking areas
are becoming overburdened and to allocate and assign parking spaces among
Tenant and other tenants, and to reconfigure the parking areas and modify
the existing ingress to and egress from the parking areas as Landlord shall
deem appropriate. Any restricted parking areas shall be leased only by
separate license agreement with Landlord. Tenant further agrees not to use
or permit its employees, visitors or invitees to use the parking areas for
overnight storage of vehicles.
ARTICLE 15 - ASSIGNMENT AND SUBLETTING
A. Tenant shall not assign this Lease Agreement, or sublease all or
any part of the Premises, or permit the use of the Premises by any party
other than Tenant, without the prior written consent of Landlord. When
Tenant requests Landlord's consent to such assignment or sublease, it shall
notify Landlord in writing of the name and address of the proposed assignee
or subtenant and the nature and character of the business of the proposed
assignee or subtenant and shall provide financial information, including
financial statements of the proposed assignee or subtenant. Tenant shall
also provide Landlord with a copy of the proposed sublet or assignment
agreement. Landlord shall have the option (to be exercised within thirty
days from the submission of Tenant's request) to cancel this Lease
Agreement as of the commencement date stated in the proposed sublease or
assignment. If Landlord shall not exercise its option within the time set
forth above, its consent to any proposed assignment or sublease shall not
be unreasonably withheld.
B. If Landlord approves an assignment or sublease as herein
provided, Tenant shall pay to Landlord, as additional rent due under this
Lease Agreement, fifty percent (50%) of the difference, if any, between the
Minimum Rent plus Additional Rent allocable to that part of the Premises
affected by such assignment or sublease pursuant to this Lease Agreement,
and the rent and any additional rent payable by the assignee or subtenant
to Tenant. No consent to any assignment or sublease shall constitute a
further waiver of the provisions of this Article, and all subsequent
assignments or subleases may be made only with the prior written consent of
Landlord. An assignee of Tenant, at the option of Landlord, shall become
directly liable to Landlord for all obligations of Tenant hereunder, but no
sublease or assignment by Tenant shall relieve Tenant of any liability
hereunder. Any assignment or sublease without Landlord's consent shall be
void, and shall, at the option of the Landlord, constitute a default under
this Lease Agreement. In the event that Landlord shall consent to a
sublease or assignment hereunder, Tenant shall pay Landlord's reasonable
fees, not to exceed Two Hundred Fifty and no/100ths Dollars ($250.00) per
transaction, incurred in connection with the processing of documents
necessary to the giving of such consent.
C. Landlord's right to assign this Lease Agreement is and shall
remain unqualified upon any sale or transfer of the Building and, providing
the purchaser succeeds
7
to the interests of Landlord under this Lease Agreement, Landlord shall
thereupon be entirely freed of all obligations of the Landlord hereunder
and shall not be subject to any liability resulting from any act or
omission or event occurring after such conveyance. Tenant agrees to attorn
to any such assignee or transferee of Landlord's interest in this Lease
Agreement or the Building.
ARTICLE 16 - LOSS BY CASUALTY
A. If the Premises shall be destroyed or rendered untenantable,
either wholly or in part, by fire or other casualty, Landlord may, at its
option, (i) terminate this Lease Agreement effective as of the date of such
damage or destruction, or (ii) restore the Premises to their previous
condition, and in the meantime the rent shall be abated in the same
proportion as the untenantable portion of the Premises bears to the whole
thereof, and this Lease Agreement shall continue in full force and effect.
If the damage is due, directly or indirectly, to the fault or neglect of
Tenant, or its officers, contractors, licensees, agents, servants,
employees, guests, invitees or visitors, there shall be no abatement of
rent, except to the extent Landlord receives proceeds from any applicable
insurance policy of Tenant to compensate Landlord for loss of rent.
B. If the Building shall be destroyed or damaged by fire or other
casualty insured against under Landlord's fire and extended coverage
insurance policy to the extent that more than fifty percent (50%) thereof
is rendered untenantable, or if the Building shall be materially destroyed
or damaged by any other casualty other than those covered by such insurance
policy, notwithstanding that the Premises may be unaffected directly by
such destruction or damage, Landlord may, at its election, terminate this
Lease Agreement by notice in writing to Tenant within sixty (60) days after
such destruction or damage. Such notice shall be effective thirty (30) days
after receipt thereof by Tenant.
C. Other than rental abatement provided in paragraph A of this
Article, no damages, compensation or claim shall be payable by Landlord for
inconvenience or loss of business arising from interruption of business,
repair or restoration of the Building or Premises.
D. Landlord's obligations, should it elect to repair, shall be
limited to the base Building, common areas and the interior improvements
installed by Landlord. Anything herein to the contrary notwithstanding, if
the Premises are destroyed or damaged during the last twelve (12) months of
the Term of this Lease Agreement, then Landlord may, at its option, cancel
and terminate this Lease Agreement as of the date of the occurrence of such
damage.
ARTICLE 17 - WAIVER OF SUBROGATION
Whether any loss or damage occurring to the Premises or the Building is due
to the negligence of Landlord or Landlord's agents or employees, or any other
cause, Tenant hereby releases Landlord and Landlord's agents and employees from
responsibility for and waives its entire claim of recovery for (i) any loss or
damage to the personal property of Tenant located in the Building, including the
Building itself, arising out of any of the perils which are covered by Tenant's
property insurance policy, with extended coverage endorsements, or (ii) loss
resulting from business interruption or loss of rental income, at the
8
Premises, arising out of any of the perils which may be covered by the business
interruption or by the loss of rental income insurance policy held by Tenant.
Tenant shall cause its insurance carrier(s) to consent to such waiver of all
rights of subrogation against Landlord.
ARTICLE 18 - EMINENT DOMAIN
If the entire Building is taken by eminent domain, this Lease Agreement
shall automatically terminate as of the date of taking. If a portion of the
Building is taken by eminent domain, the Landlord shall have the right to
terminate this Lease Agreement, provided it gives written notice thereof to the
Tenant within ninety (90) days after the date of taking. If a portion of the
Premises is taken by eminent domain and this Lease Agreement is not terminated
by Landlord, the Landlord shall, at its expense, restore the Premises to as near
the condition which existed immediately prior to the date of taking as
reasonably possible, and the rentals shall xxxxx during such period of time as
the Premises are untenantable, in the proportion that the untenantable portion
of the Premises bears to the entire Premises. All damages awarded for such
taking under the power of eminent domain shall belong to and be the sole
property of Landlord, irrespective of the basis upon which they are awarded,
provided, however, that nothing contained herein shall prevent Tenant from
making a separate claim to the condemning authority for its moving expenses and
trade fixtures. For purposes of this Article, a taking by eminent domain shall
include Landlord's giving of a deed under threat of condemnation.
ARTICLE 19 - SURRENDER
On the last day of the Term of this Lease Agreement or on the sooner
termination thereof in accordance with the terms hereof, Tenant shall peaceably
surrender the Premises in good condition and repair consistent with Tenant's
duty to make repairs as provided in Article 9 hereof. On or before said last
day, Tenant shall at its expense remove all of its equipment from the Premises,
repairing any damage caused thereby, and any property not removed shall be
deemed abandoned. All alterations, additions and fixtures other than Tenant's
trade fixtures, which have been made or installed by either Landlord or Tenant
upon the Premises shall remain as Landlord's property and shall be surrendered
with the Premises as a part thereof, or shall be removed by Tenant, at the
option of Landlord, in which event Tenant shall at its expense repair any damage
caused thereby. It is specifically agreed that any and all telephonic, coaxial,
ethernet, or other computer, wordprocessing, facsimile, or electronic wiring
installed by Tenant within the Premises (hereafter "Wiring") shall be removed at
Tenant's cost at the expiration of the Term, unless Landlord has specifically
requested in writing that said Wiring shall remain, whereupon said Wiring shall
be surrendered with the Premises as Landlord's property. If the Premises are
not surrendered at the end of the Term or the sooner termination thereof, Tenant
shall indemnify Landlord against loss or liability resulting from delay by
Tenant in so surrendering the Premises, including, without limitation, claims
made by any succeeding tenant founded on such delay. Tenant shall promptly
surrender all keys for the Premises to Landlord at the place then fixed for
payment of rental and shall inform Landlord of combinations on any locks and
safes on the Premises.
ARTICLE 20 - NON-PAYMENT OF RENT, DEFAULTS
A. If any one or more of the following occurs:
1. A rent payment or any other payment due from Tenant to
Landlord shall be and remain unpaid in whole or in part for more than
ten (10) days after written notice that the same is due and payable;
9
2. Tenant shall violate or default on any of the other
covenants, agreements, stipulations or conditions herein, or in any
parking agreement(s) or other agreements between Landlord and Tenant
relating to the Premises, and such violation or default shall continue
for a period of ten (10) days after written notice from Landlord of
such violation or default;
3. If Tenant shall commence or have commenced against Tenant
proceedings under a bankruptcy, receivership, insolvency or similar
type of action; or
4. If Tenant shall vacate any substantial portion of the
Premises for a period of more than 30 days;
then it shall be optional for Landlord, without further notice or demand,
to cure such default or to declare this Lease Agreement forfeited and the
said Term ended, or to terminate only Tenant's right to possession of the
Premises, and to re-enter the Premises, with or without process of law,
using such force as may be necessary to remove all persons or chattels
therefrom, and Landlord shall not be liable for damages by reason of such
re-entry or forfeiture; but notwithstanding re-entry by Landlord or
termination only of Tenant's right to possession of the Premises, the
liability of Tenant for the rent and all other sums provided herein shall
not be relinquished or extinguished for the balance of the Term of this
Lease Agreement and Landlord shall be entitled to periodically xxx Tenant
for all sums due under this Lease Agreement or which become due prior to
judgment, but such suit shall not bar subsequent suits for any further
sums coming due thereafter. Tenant shall be responsible for, in addition
to the rentals and other sums agreed to be paid hereunder, the cost of any
necessary maintenance, repair, restoration, reletting (including related
cost of removal or modification of tenant improvements) or cure as well as
reasonable attorney's fees incurred or awarded in any suit or action
instituted by Landlord to enforce the provisions of this Lease Agreement,
regain possession of the Premises, or the collection of the rentals due
Landlord hereunder. Tenant agrees to pay interest at the highest
permissible rate of interest allowed under the usury statutes of the State
of Minnesota, or in case no such maximum rate of interest is provided, at
the rate of 12% per annum, on all rentals and other sums due Landlord
hereunder not paid within ten (10) days from the date same become due and
payable.
B. Tenant hereby acknowledges that late payment to Landlord of
Minimum Rent, Additional Rent or other sums due hereunder will cause
Landlord to incur costs not contemplated by this Lease Agreement, the exact
amount of which will be extremely difficult to ascertain. Tenant shall be
liable to Landlord for the payment of a late charge in the amount of 10% of
the rental installment or other sum due Landlord hereunder, plus any
attorneys' fees and costs incurred by Landlord by reason of Tenant's
failure to pay said amount, if said payment has not been received within
ten (10) days from the date said payment becomes due and payable, or
cleared by Landlord's bank within three (3) business days after deposit.
The parties agree that such late charges represent a fair and reasonable
10
estimate of the costs that Landlord will incur by reason of Tenant's late
payment. Landlord's acceptance of such late charges shall not constitute a
waiver of Landlord's default with respect to such overdue amount or stop
Landlord from exercising any of the other rights and remedies granted
hereunder. Each right or remedy of Landlord provided for in this Lease
Agreement shall be cumulative and shall be in addition to every other right
or remedy provided for in this Lease Agreement now or hereafter existing at
law or in equity or by statute or otherwise.
ARTICLE 21 - LANDLORD'S DEFAULT
Landlord shall not be deemed to be in default under this Lease Agreement
until Tenant has given Landlord written notice specifying the nature of the
default and Landlord does not cure such default within thirty (30) days after
receipt of such notice or within such reasonable time thereafter as may be
necessary to cure such default where such default is of such a character as to
reasonably require more than thirty (30) days to cure.
ARTICLE 22 - HOLDING OVER
Tenant will, at the expiration of this Lease Agreement, whether by lapse of
time or termination, give up immediate possession to Landlord. If Tenant fails
to give up possession the Landlord may, at its option, serve written notice upon
Tenant that such holdover constitutes any one of (i) renewal of this Lease
Agreement for one year, and from year to year thereafter, or (ii) creation of a
month-to-month tenancy, or (ii) creation of a tenancy at sufferance. If
Landlord does not give said notice, Tenant's holdover shall create a tenancy at
sufferance. In any such event the tenancy shall be upon the terms and
conditions of this Lease Agreement, except that the Minimum Rental shall be
double the Minimum Rental Tenant was obligated to pay Landlord under this Lease
Agreement immediately prior to termination (in the case of tenancy at sufferance
such Minimum Rental shall be prorated on the basis of a 365 day year for each
day Tenant remains in possession); excepting further that in the case of a
tenancy at sufferance, no notices shall be required prior to commencement of any
legal action to gain repossession of the Premises. In the case of a tenancy at
sufferance, Tenant shall also pay to Landlord all damages sustained by Landlord
resulting from retention of possession by Tenant. The provisions of this
paragraph shall not constitute a waiver by Landlord of any right of re-entry as
otherwise available to Landlord; nor shall receipt of any rent or any other act
in apparent affirmance of the tenancy operate as a waiver of the right to
terminate this Lease Agreement for a breach by Tenant hereof.
ARTICLE 23 - SUBORDINATION
Tenant agrees that this Lease Agreement shall be subordinate to any
mortgage(s) that may now or hereafter be placed upon the Building or any part
thereof, 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 named in such mortgage(s) shall agree to recognize this Lease
Agreement or Tenant in the event of foreclosure provided the Tenant is not in
default. In confirmation of such subordination, Tenant shall promptly execute
and deliver any instrument, in recordable form, as required by Landlord's
mortgagee. In the event of any mortgagee electing to have the Lease Agreement a
prior incumbrance to its mortgage, then and in such event upon such mortgagee
notifying Tenant to that effect, this Lease Agreement shall be deemed prior in
incumbrance to the said mortgage, whether this Lease Agreement is dated prior to
or
11
subsequent to the date of said mortgage.
ARTICLE 24 - INDEMNITY, INSURANCE AND SECURITY
A. Tenant will keep in force at its own expense for so long as this
Lease Agreement remains in effect public liability insurance with respect
to the Premises in which Landlord shall be named as an additional insured,
in companies and in form acceptable to Landlord with a minimum combined
limit of liability of Two Million Dollars ($2,000,000.00). This limit
shall apply per location. Said insurance shall also provide for
contractual liability coverage by endorsement. Tenant shall further
provide for business interruption insurance to cover a period of not less
than six (6) months. Tenant will further deposit with Landlord the policy
or policies of such insurance or certificates thereof, or other acceptable
evidence that such insurance is in effect, which evidence shall provide
that Landlord shall be notified in writing thirty (30) days prior to
cancellation, material change, or failure to renew the insurance. If
Tenant shall not comply with its covenants made in this Article 24,
Landlord may, at its option, cause insurance as aforesaid to be issued and
in such event Tenant agrees to pay the premium for such insurance promptly
upon Landlord's demand.
B. Tenant further covenants and agrees to indemnify and hold
Landlord and Landlord's manager of the Building harmless for any claim,
loss or damage, including reasonable attorney's fees, suffered by Landlord,
Landlord's manager or Landlord's other tenants caused by: i) any act or
omission by Tenant, Tenant's employees or anyone claiming through or by
Tenant in, at, or around the Premises or the Building; ii) the conduct or
management of any work or thing whatsoever done by Tenant in or about the
Premises or from transactions of the Tenant concerning the Premises; or
iii) Tenant's failure to comply with any and all governmental laws, rules,
ordinances or regulations applicable to the use of the Premises and its
occupancy.
C. Tenant shall be responsible for the security and safeguarding of
the Premises and all property kept, stored or maintained in the Premises.
Landlord will make available to Tenant, at Tenant's request, the plans and
specifications for construction of the Building and the Premises. Tenant
represents that it is satisfied that the construction of the Building and
the Premises, including the floors, walls, windows, doors and means of
access thereto are suitable for the particular needs of Tenant's business.
Tenant further represents that it is satisfied with the security of said
Building and Premises for the protection of any property which may be
owned, held, stored or otherwise caused or permitted by Tenant to be
present upon the Premises. The placement and sufficiency of all safes,
vaults, cash or security drawers, cabinets or the like placed upon the
Premises by Tenant shall be at the sole responsibility and risk of Tenant.
Tenant shall maintain in force throughout the Term, insurance upon all
contents of the Premises, including that owned by others and Tenant's
equipment and any alterations, additions, fixtures, or improvements in the
Premises acknowledged by Landlord to be the Tenant's.
D. Landlord shall carry and cause to be in full force and effect a
fire and extended coverage insurance policy on the Building, but not
contents owned, leased or otherwise in possession of Tenant. The cost of
such insurance shall be an Operating
12
Expense.
ARTICLE 25 - NOTICES
All notices from Tenant to Landlord required or permitted by any provisions
of this Lease Agreement shall be directed to Landlord postage prepaid, certified
or registered mail, at the address provided for Landlord in the preamble to this
Lease Agreement or at such other address as Tenant shall be advised to use by
Landlord. All notices from Landlord to Tenant required or permitted by any
provision of this Lease Agreement shall be directed to Tenant, postage prepaid,
certified or registered mail, at the Premises and at the address, if any, set
forth prior to Tenant's signature line of this Lease Agreement. Landlord and
Tenant shall each have the right at any time and from time to time to designate
one (1) additional party to whom copies of any notice shall be sent.
ARTICLE 26 - APPLICABLE LAW
This Lease Agreement shall be construed under the laws of the State of
Minnesota.
ARTICLE 27 - MECHANICS' LIEN
In the event any mechanic's lien shall at any time be filed against the
Premises or any part of the Building by reason of work, labor, services or
materials performed or furnished to Tenant or to anyone holding the Premises
through or under Tenant, Tenant shall forthwith cause the same to be discharged
of record. If Tenant shall fail to cause such lien forthwith to be discharged
within five (5) days after being notified of the filing thereof, then, in
addition to any other right or remedy of Landlord, Landlord may, but shall not
be obligated to, discharge the same by paying the amount claimed to be due, or
by bonding, and the amount so paid by Landlord and all costs and expenses,
including reasonable attorney's fees incurred by Landlord in procuring the
discharge of such lien, shall be due and payable in full by Tenant to Landlord
on demand.
ARTICLE 28 - SECURITY INTEREST
ARTICLE 29 - BROKERAGE
Tenant represents and warrants to Landlord that neither it nor its officers
or agents, nor any one acting on its behalf has dealt with any real estate
broker other than XXXXX REAL ESTATE ("Tenant's Broker") in the negotiating or
making of this Lease Agreement. Tenant agrees to indemnify and hold Landlord,
its agents, employees, partners, directors, shareholders and independent
contractors harmless from all liabilities, costs, demands, judgments,
settlements, claims and losses, including reasonable attorneys' fees and costs,
13
incurred by Landlord in conjunction with any such claim or claims of any other
broker or brokers claiming to have interested Tenant in the Building or the
Premises, or to have caused Tenant to enter into this Lease Agreement. Landlord
represents and warrants to Tenant that neither it nor its officers or agents,
nor anyone acting on its behalf, has dealt with any real estate broker other
than United Properties Brokerage Company ("UPBC") in the negotiating or making
of this Lease Agreement. The brokers' commission and/or finders' fees arising
out of this Lease Agreement on behalf of Tenant's Broker and UPC shall be paid
as follows: $2.25 PER RENTABLE SQUARE FOOT TO XXXXX REAL ESTATE AND $2.25 PER
RENTABLE SQUARE FOOT TO UPBC, ONE-HALF UPON EXECUTION OF THIS LEASE AGREEMENT
AND ONE-HALF UPON OCCUPANCY BY TENANT.
ARTICLE 30 - SUBSTITUTION
Landlord reserves the right, on thirty (30) days written notice to Tenant,
to substitute other premises within the Building for the Premises hereunder. The
substituted premises shall contain substantially the same square footage as the
Premises, shall contain comparable improvements, and the Minimum Rental shall
not exceed the Minimum Rental specified in Article 3 hereof. IF LANDLORD
EXERCISES ITS RIGHT TO SUBSTITUTE OTHER PREMISES FOR THE PREMISES, LANDLORD
SHALL PAY THE REASONABLE COSTS AND EXPENSES INCURRED BY TENANT FOR PHYSICALLY
RELOCATING TO THE SUBSTITUTED PREMISES TENANT'S FURNITURE, EQUIPMENT AND OTHER
PERSONAL PROPERTY INCLUDING TELECOMMUNICATION AND COMPUTER CABLING, AND (IF
TENANT'S SUITE NUMBER CHANGES AS A RESULT OF SUCH RELOCATION) UP TO ONE (1)
MONTHS SUPPLY OF TENANT'S STATIONERY.
ARTICLE 31 - ESTOPPEL CERTIFICATES
A. Each party hereto agrees that at any time, and from time to time
during the Term of this Lease Agreement (but not more often than twice in
each calendar year), within ten (10) days after request by the other party
hereto, it will execute, acknowledge and deliver to such other party or to
any prospective purchaser, assignee or mortgagee designated by such other
party, an estoppel certificate in a form acceptable to Landlord. If Tenant
fails to respond within ten (10) days of receipt by Tenant of a written
request by Landlord as herein provided, Tenant shall be deemed to have
given such estoppel certificate as above provided, without modification and
shall be deemed to have admitted the accuracy of any information supplied
by Landlord to any prospective purchaser, mortgagee, assignee or ground
lessor of the Building.
B. Tenant agrees to provide Landlord (but not more often than twice
in any calendar year), within ten (10) days of request, the then most
current financial statements of Tenant and any guarantors of this Lease
Agreement, which shall be certified by Tenant, and if available, shall be
audited and certified by a certified public accountant. Landlord shall
keep such financial statements confidential, except Landlord shall, in
confidence, be entitled to disclose such financial statements to existing
or prospective mortgagees or purchasers of the Building.
ARTICLE 32 - GENERAL
This Lease Agreement does not create the relationship of principal and
agent or of partnership or of joint venture or of any association between
Landlord and Tenant, the sole relationship between Landlord and Tenant being
that of landlord and tenant. No waiver of any default of Tenant hereunder shall
be implied from any omission by Landlord to take any action on account of such
default if such default persists or is repeated, and no express waiver shall
affect any default other than the default specified in the express waiver and
that only for the time and to the extent therein stated. The covenants of
Tenant to pay the Minimum
14
Rental and the Additional Rental are each independent of any other covenant,
condition, or provision contained in this Lease Agreement. The marginal or
topical headings of the several Articles, paragraphs and clauses are for
convenience only and do not define, limit or construe the contents of such
Articles, paragraphs or clauses. All preliminary negotiations are merged into
and incorporated in this Lease Agreement. This Lease Agreement can only be
modified or amended by an agreement in writing signed by the parties hereto.
All provisions hereof shall be binding upon the heirs, successors and assigns of
each party hereto. If any term or provision of this Lease Agreement shall to
any extent be held invalid or unenforceable, the remainder shall not be affected
thereby, and each other term and provision of this Lease Agreement shall be
valid and be enforced to the fullest extent permitted by law. If Tenant is a
corporation, each individual executing this Lease Agreement on behalf of said
corporation represents and warrants that he is duly authorized to execute and
deliver this Lease Agreement on behalf of said corporation in accordance with a
duly adopted resolution of the Board of Directors of said corporation or in
accordance with the Bylaws of said corporation, and that this Lease Agreement is
binding upon said corporation in accordance with its terms. No receipt or
acceptance by Landlord from Tenant of less than the monthly rent herein
stipulated shall be deemed to be other than a partial payment on account for any
due and unpaid stipulated rent; no endorsement or statement of any check or any
letter or other writing accompanying any check or payment of rent to Landlord
shall be deemed an accord and satisfaction, and Landlord may accept and
negotiate such check or payment without prejudice to Landlord's rights to (i)
recover the remaining balance of such unpaid rent or (ii) pursue any other
remedy provided in this Lease Agreement. (Neither party shall record this Lease
Agreement or any memorandum thereof, and any such recordation shall be a breach
of this Lease Agreement void, and without effect.) Time is of the essence with
respect to the due performance of the terms, covenants and conditions herein
contained. Submission of this instrument for examination does not constitute a
reservation of or option for the Premises, and this Lease Agreement shall become
effective only upon execution and delivery thereof by Landlord and Tenant.
ARTICLE 33 - EXCULPATION
Notwithstanding anything in this Lease Agreement to the contrary, the
covenants, undertakings and agreements herein made on the part of Landlord are
made and intended not for the purpose of binding Landlord personally, or the
assets of Landlord, but are made and intended to bind only the Landlord's
interest in the Premises and the Building, as the same may, from time to time,
be encumbered, and no personal liability shall at any time be asserted or
enforced against Landlord or its stockholders, officers, or partners, or their
respective heirs, legal representatives, successors and assigns, on account of
this Lease Agreement or on account of any covenant, undertaking or agreement of
Landlord in this Lease Agreement.
IN WITNESS WHEREOF, this Lease Agreement has been duly executed by the
parties hereto as of the day and year indicated above.
Address for Notices, if other than the Premises:
------------------------------------------------
------------------------------------------------
------------------------------------------------
15
TENANT: EN POINTE TECHNOLOGIES, INC. LANDLORD: 000 Xxxxxxxxx Xxxx Limited
A CALIFORNIA CORPORATION Partnership
By: By:
----------------------------------- -------------------------------------
Xxxxxx Xxxxxx Xxxxxx X. Xxxxx (P.A.)
Its: Chief Financial Officer Its: Attorney-in-fact under a power
--------------------------------- of Attorney
-----------------------------------
Date: Date:
--------------------------------- -----------------------------------
16
EXHIBIT A-2
LEGAL DESCRIPTION
Xxx 0, Xxxxx 0, XXXXXX XXXXXX XXXX XXXXX, together with the appurtenant
easement(s) contained in Document Nos. 5513371 and 5513372, according to the
recorded plat thereof, and situated in Hennepin County, Minnesota.
EXHIBIT B
TENANT WORK FUNDINGS
Plans and/or a description for permanent improvements to the Premises are
attached as Exhibit A-3 and by this reference incorporated herein (hereafter
called the "Plans"). The Plans have been approved by each of Landlord and
Tenant. The parties acknowledge that the plans are to modify the Premises to
accommodate Tenant's intended use. Landlord shall be responsible for
constructing the improvements as shown on the Plans (hereafter called "Tenant
Improvements") for and on behalf of Tenant. Landlord and Tenant have agreed
that the costs of such Tenant Improvements shall be paid by Tenant, although
Landlord shall provide Tenant an allowance of up to $30,130.00 to be utilized
toward the cost of the Tenant Improvements (hereafter called the "T.I.
Allowance"). The T.I. Allowance shall be used only for payment of costs
relating to construction of the Tenant Improvements (including the costs of
preparing the Plans, demolition of any existing improvements and construction
supervision), which costs Landlord shall pay directly out of the T.I. Allowance,
for the credit of Tenant, and in no event shall any part of the T.I. Allowance
be paid to or payable to Tenant. Any costs of the Tenant improvements which
exceed the T.I. Allowance shall be paid by Tenant to Landlord without demand
within fifteen (15) days of the day of submission by Landlord to Tenant of a
statement of said costs. Any improvements to the Premises, other than as shown
on the Plans, and the furnishing of the Premises, shall be made by Tenant at the
sole cost and expense of Tenant, subject to all other provisions of this Lease
Agreement, including compliance with all applicable governmental laws,
ordinances and regulations.
