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EXHIBIT 10.11
SUBLEASE AGREEMENT
This Sublease made this 18th day of December, 1998 by and between TPI
PETROLEUM, INC., a Michigan corporation, formerly known as TOTAL PETROLEUM,
INC., whose mailing address is P. 0. Xxx 000000, Xxx Xxxxxxx, Xxxxx 00000-0000
("Sublandlord") and THE TRIZETTO GROUP, INC., a Delaware corporation, whose
address is 000 Xxx Xxxxxxx Xx., Xxxxx 000, Xxxxxxx Xxxxx, XX 00000
("Subtenant").
WITNESSETH:
WHEREAS, Sublandlord has entered into that certain Office Building
Lease ("Prime Lease") dated October 25, 1996 between ST. XXXX PROPERTIES, INC.
("Prime Landlord"), as Landlord, and Sublandlord, as Tenant, covering Suites
233A and 233B, in the building known as Atrium I - Denver Tech Center
("Building") located at 0000 X. Xxxxxx Xx., Xxxxxxxxx, Xxxxxxxx (such lease is
hereinafter referred to as the "Prime Lease" attached hereto as Exhibit "A", and
such premises are hereinafter referred to as the "Premises"); and
WHEREAS, Sublandlord wishes to sublet the Premises to Subtenant and
Subtenant wishes to sublease the same from Sublandlord upon all of the terms and
provisions herein set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Sublandlord hereby subleases to Subtenant and Subtenant hereby
subleases from Sublandlord the Premises, together with the appurtenances
situated in the County of Arapahoe, State of Colorado, more particularly
described as follows:
Suites 233A and 233B, in the Atrium I Building located at 0000 X.
Xxxxxx Xx., Xxxxxxxxx, Xxxxxxxx, containing approximately 4,774
rentable square feet,
for a term ("Term") to commence on January 1, 1999 (the "Commencement Date") and
to expire on October 30, 2002, subject to this Sublease and upon the rentals,
terms, covenants, conditions, and provisions hereafter set forth.
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2. Subtenant covenants and agrees to pay to Sublandlord without offset
or deduction the monthly base rental on the first day of each month during the
Term, commencing on January 1, 1999, in the amount of $6,763.17 per month. All
rents and other monies due to Sublessor hereunder shall be payable to Sublessor
at P. 0. Xxx 000000, Xxxxxx, Xxxxx 00000-0000 or at such other place as
Sublessor may, from time to time, designate in writing.
3. The parties agree that this Sublease shall be subject and
subordinate to all of the terms, covenants, conditions, and provisions of the
Prime Lease and to all the title and other matters to which the Prime Lease is
subject or subordinate. A copy of the Prime Lease has been delivered to and
examined, reviewed and approved by Subtenant.
4. (a) The terms, covenants, conditions and provisions in the Prime
Lease (including, but not limited to, the remedies provided thereunder) are
incorporated herein by reference, and shall, as between Sublandlord and
Subtenant, constitute the terms, covenants, conditions and provisions of this
Sublease, except to the extent that they are inapplicable to, inconsistent with
or modified by the provisions of this Sublease. The parties agree to observe and
perform the terms, covenants, conditions and provisions on their respective
parts to be observed and performed hereunder, including, but not limited to,
those terms, covenants, conditions, and provisions of the Prime Lease which are
incorporated herein.
(b) Subtenant shall, in no case, have any rights in respect of
the Premises greater than Sublandlord's rights under the Prime Lease and
Sublandlord shall have no liability to Subtenant for any matter whatsoever for
which Sublandlord does not have at least co-extensive rights, as tenant, against
the Prime Landlord under the Prime Lease.
(c) The performance by Sublandlord of any of the terms and
conditions of this Sublease upon the Sublandlord's part to be performed shall be
subject and dependent upon the performance by the Prime Landlord under the Prime
Lease of the terms, covenants, conditions and provisions, expressed or implied,
of the Prime Lease on the part of the Prime Landlord under the Prime Lease to be
performed, and Sublandlord shall be under no obligation or liability whatsoever
to the Subtenant in the event that the Prime Landlord shall fail to perform any
of the terms or conditions contained therein on the part of the Prime Landlord
to be performed. In the event Prime Landlord fails to perform under the Prime
Lease, Sublandlord shall enforce its remedies against the Prime Landlord, and if
the Sublandlord fails to do so within a reasonable period of time, the Subtenant
shall have the
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right to enforce, on behalf of the Sublandlord and at the expense of the
Sublandlord, the Sublandlord's remedies against the Prime Landlord.
(d) Sublandlord and Subtenant agree to be bound by, comply
with, and perform all of the terms and conditions of the Prime Landlord consent
to this Sublease and the additional terms agreed to by Prime Landlord,
Sublandlord, and Subtenant, all of which are contained in that certain letter
agreement dated December 17, 1998 and executed by all three (3) parties.
5. Nothing contained in this Sublease shall be construed to create
privity of estate or of contract between Subtenant and the Prime Landlord.
Subtenant shall not do or permit to be done any act or thing which will
constitute a breach or violation of any of the terms, covenants, conditions or
provisions of the Prime Lease.
6. Subtenant will indemnify and hold Sublandlord harmless, except to
the extent caused by Sublandlord from and against all losses, costs, damages,
expenses, and liability, including, but not limited to, reasonable attorney's
fees which Sublandlord may incur or pay out by reason of any injury to persons
or property occurring in, on or about the Premises, or by reasons of any breach
or default hereunder on Subtenant's part or by reason of any work done in or to
the Premises or any act or negligence on the part of Subtenant. Subtenant shall
cause Sublandlord and Prime Landlord to be listed as an additional insured on
all public liability, property damage and fire and extended coverage insurance
procured by Subtenant relating to the Premises in accordance with the terms of
the Prime Lease.
7. Subtenant acknowledges that it is accepting the Premises in its
present "as is" condition, and that neither the Prime Landlord nor Sublandlord
shall have any obligations to make any renovations or improvements to the
Premises. Except as provided in Paragraph 11, below, Subtenant shall perform all
necessary work at its sole cost and expense in accordance with the terms of the
Prime Lease in order to ready the Premises for the operation of Subtenant's
business therein.
8. Sublandlord's refusal to consent to or approve any matter or thing,
whenever Sublandlord's consent or approval is required under the terms of this
Sublease, shall be deemed reasonable if, inter alia, the Prime Landlord has
refused to give such consent or approval.
9. Subtenant and Sublandlord shall each promptly deliver to the other
copies of all notices received from the Prime Landlord or served upon the Prime
Landlord.
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(a) Notices and other communications hereunder shall be in
writing and given pursuant to the notice provisions in Section 14.07 of the
Master Lease.
(b) Subtenant and Sublandlord shall each promptly deliver to
the other copies of all notices received from the Prime Landlord or served upon
the Prime Landlord.
10. Subtenant shall be responsible for its proportionate share of
increases in operating expenses above a 1999 Base Year. Subtenant shall pay no
operating expense pass-throughs during the initial 12 months of the term. All
operating expense, additional rent and property tax issues shall be followed
pursuant to the Prime Lease.
11. The Sublandlord will provide Subtenant with a $2.00 per rentable
square foot allowance for the sublease space in Suites 233A and 233B. This
allowance will include all schematic and working drawings to be produced by an
architect approved by the Landlord and Sublandlord. Eighty percent (80%) of the
aforementioned allowance must be used for building tenant improvements to the
space. The remainder may be allocated to Subtenant's Sublease payments, if
elected by Subtenant. Subtenant shall not be charged for the use of elevators,
hoists, access to loading docks or use of utilities during construction of
Subtenant improvements or Subtenant's move into the building. Part of the
sublease space has an existing computer room that is approximately 1,600
rentable square feet, with the following: state-of-the-art computer room with
raised floor Inergen system, power conditioner, UPS system, and existing
furniture, all of which are owned by Sublandlord. The suite also includes a
security system, a ten (10) ton unit and a five (5) ton Liebert unit, both owned
by Prime Landlord.
12. Sublandlord shall use its best efforts to cause the Landlord at
Atrium I to work with Subtenant in order to make a reasonable effort to find an
area exterior to the building to locate a diesel generator for Subtenant's
installation that is not intrusive to the other tenants or Landlord at Atrium I.
The Denver Technological Center Architectural Control Committee must give their
approval before said generator is installed at Atrium I. Subtenant shall obtain
all required governmental approvals and permits for installation of said
generator, Failure to obtain consent to install the diesel generator shall not
be grounds for terminating this Sublease.
13. Sublandlord will provide Subtenant with a cancellation option at
the end of the third lease year with six (6) months prior
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written notice. If Subtenant exercises its option, then, upon termination,
Subtenant shall pay a cancellation premium of all of Sublandlord's unamortized
costs arising out of this Sublease transaction, as well as a cancellation fee
equivalent to three (3) months of rent.
14. The parties acknowledge that the Landlord will determine the hours
of operation as it has in the past. The hours of operation are from 6:00 a.m. to
6:00 p.m., Monday through Friday, and from 8:00 a.m. to 12:00 p.m., Saturdays,
holidays excluded. Current after hours HVAC charges are $35.00 per hour, which
are subject to change with 30 days written notice from the building property
manager. Subtenant's electrical usage will be separately metered due to its
proposed 24/7 operation. Any electrical consumption over building standard usage
will be billed to Subtenant on a monthly basis. If Subtenant desires additional
HVAC capacity in the premises, Subtenant may add such capacity, solely at
Subtenant's cost, after obtaining written approval of both the Sublandlord and
the Landlord. Subtenant shall have access to the building and parking lot 24
hours per day, seven (7) days per week, 52 weeks per year.
15. Upon executing this Sublease, Subtenant shall deliver to
Sublandlord a sum equal to the first month's base rent and a security deposit
equal to two (2) months base rental. Such amount will be retained by Sublandlord
as security for performance of all terms and conditions of this Sublease
Agreement, including payment of all rent due under the terms hereof. Deductions
may be made by Sublandlord from the amount so retained for the reasonable cost
of repairs to the subleased Premises (ordinary wear and tear excepted), for any
rent delinquent under the terms hereof and/or for any sum used in any manner to
cure any default of Subtenant under the terms hereof. Sublandlord shall return
the unused portion of such deposit to Subtenant within 30 days of the
termination of this Sublease Agreement along with Sublandlord's accounting for
any deductions from the deposit.
16. If for any reason, the term of the Prime Lease is terminated prior
to the expiration date of this Sublease, this Sublease shall thereupon be
terminated, and Sublandlord shall not be liable to Subtenant by reason thereof
except for any prepaid rent which shall be prorated to the time of actual
eviction following termination, unless said termination shall have been effected
because of the breach or default of the Sublandlord under the Prime Lease.
17. Subtenant agrees to vacate the Premises on or before October 30,
2002 and to leave the Premises in a broom-clean state
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unless Subtenant has entered into a separate lease with Prime Landlord.
Subtenant shall have no option to renew or options for additional space under
this Agreement.
18. Subtenant warrants and agrees to save and hold Sublandlord and
Prime Landlord harmless from any and all leasing commissions (including
renewals, extensions or options), costs and liability with respect to Subleased
Premises regarding any broker or real estate broker, except for Venture Group
Real Estate, L.L.C. (Sublandlord's broker) and Xxxxxx X. Xxxxxxx, Inc. and
Liberty Partners, Inc. (Subtenant's broker).
19. This Sublease is subject to and conditioned upon Prime Landlord's
consent in writing, which consent shall approve Subtenant's use of the Premises
as general offices. If such consent is not obtained on or before the
Commencement Date, then this Sublease shall be void and terminated and the base
rent prorated. In the event Subtenant obtains possession of the Premises prior
to the Prime Landlord's approval, Subtenant agrees to immediately vacate the
Premises in the event this Sublease is terminated and to indemnify and hold
Sublandlord and Prime Landlord harmless from and against any losses, costs,
damages, expenses and liability arising from its holding over, including
attorney's fees.
20. Notwithstanding anything contained in the Prime Lease to the
contrary, Subtenant shall not, by operation of law or otherwise, assign, sublet,
mortgage, pledge or otherwise encumber this Sublease without the prior written
consent of the Sublandlord in each instance. Any assignment or subletting or
purported assignment or subletting without such consent shall be void and of no
effect.
21. This Sublease shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, successors in interest and
assigns.
22. Sublandlord and Subtenant acknowledge that a sublease commission in
the amount of six percent (6%) of the gross lease will be paid to outside
brokers. Sublandlord recognizes that Liberty Partners, Inc. represents The
Trizetto Group, Inc. and is entitled to three and one-half percent (3.5%) of the
commission. Venture Group represents Sublandlord and is to receive two and
one-half percent (2.5%) of the commission. A broker registration letter will be
entered into between the parties to explicitly detail the brokerage
compensation.
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23. If Sublandlord defaults under any of the monetary terms, covenants,
or agreements of the Prime Lease relatinq to the subleased Premises, Sublandlord
shall, within three (3) days of the monetary default, give notice to Subtenant,
and Subtenant may communicate directly with Prime Landlord concerning the
monetary default of Sublandlord. Any payment made to Prime Landlord by Subtenant
shall be credited on the amount due from Subtenant to Sublandlord under this
Sublease.
If Sublandlord defaults under any of the non-monetary terms, covenants
or agreements of the Prime Lease relating to the subleased Premises and fails to
cure such non-monetary default within five (5) business days before the end of
the applicable period set forth in the Prime Lease, then provided Subtenant has
given written notice to Sublandlord of its intention to do so, Subtenant shall
have the right to cure Sublandlord's default under the Prime Lease with respect
to the Subleased Premises.
Subtenant shall have all rights granted to it by law and not
inconsistent with this Sublease if Sublandlord defaults in its obligations under
this Sublease.
24. Except as otherwise provided in the Prime Lease and herein,
Sublandlord warrants and defends that, so long as Subtenant is not in default
hereunder, Subtenant will have the enjoyment and peaceful possession of the
premises during the term of this Sublease without any interruption by Landlord
or Sublandlord or either of them or any person rightfully claiming under either
of them.
25. Subtenant shall have the right to have access to and to use the
Premises beginning on December 20, 1998 for the purpose of storing and
installing equipment to be used on the Premises after the Commencement Date,
provided that all of the terms of this Sublease shall apply to any such
occupancy prior to the Commencement Date, except that the Subtenant shall not
pay any rent or other expenses for any period prior to the Commencement Date.
26. This document may be executed in counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement. Such counterparts may be transmitted by telecopy, the telecopy to
have full force and effect as if it were an original.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals the day and year first above written.
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SUBLANDLORD: SUBTENANT:
TPI PETROLEUM, INC. THE TRIZETTO GROUP, INC.
BY: /s/ Xxxx Xxxxxxx BY: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------- --------------------------------
Title: Vice President Title: EVP
----------------------------- -----------------------------
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St. Xxxx Properties, Inc.
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000
December 17, 1998
TPI Petroleum, Inc.
0000 X. Xxxx 0000 X.
Xxx Xxxxxxx, Xxxxx 00000-0000
Re: Xxxxxx 0 Xxxxxxxx - Xxxxxx Tech Center, 0000 X. Xxxxxx Xx.,
Xxxxxxxxx, Xxxxxxxx
SUBLET PREMISES: Approximately 4774 rentable square feet on
the floor of the building as shown hatched in black on the
plan annexed as Exhibit B to the Sublease and made a part
hereof known as Suites 233A and 233B.
DATE OF MASTER LEASE: Lease dated as of October 25, 1996,
between St. Xxxx Properties, Inc. as "Landlord", and Total
Petroleum, Inc.
DATE OF SUBLEASE: Sublease Agreement dated as of January 1,
1999, between Tenant and Subtenant.
SUBTENANT: The Trizetto Group, Inc.
Dear Ladies and Gentlemen:
Pursuant to the terms of your Lease ("Master Lease") covering the
above-captioned premises, as said Lease may have been amended to the date
hereof, you, as prime tenant ("Prime Tenant") have requested our consent to a
sublease (dated and described above) to the above-captioned Subtenant, a copy of
which sublease is annexed hereto and made a part hereof and is hereinafter
referred to as the "Sublease."
We hereby grant our consent to the Sublease upon the following express
terms and conditions:
1. The Sublease is subject and subordinate to the Master Lease, a copy
of which is attached to the Sublease as Exhibit A, and to all of its terms,
covenants, conditions, provisions and agreements.
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December 18, 1998
2. The Subtenant shall perform faithfully and be bound by all of the
terms, covenants, conditions, provisions and agreements of the Master Lease, for
the period covered by the Sublease and to the extent of the Sublease.
3. Neither the Sublease nor this Consent thereto shall:
a. release or discharge you from any liability, whether
past, present or future under the Master Lease;
b. operate as a consent or approval by us to or of any
of the terms, covenants, conditions, provisions, or
agreements of the Sublease and we shall not be bound
thereby;
C. be construed to modify, waive or effect any of the
terms, covenants, conditions, provisions or
agreements of the Master Lease, or to waive any
breach thereof, or any of our rights as landlord
thereunder, or to enlarge or increase our obligations
as landlord thereunder; or
d. be construed as consent by us to any further
subletting either by you or by the Subtenant or to
any assignment by you of the Master Lease or
assignment by the Subtenant of the Sublease, whether
or not the Sublease purports to permit the same and,
without limiting the generality of the foregoing,
both you and the Subtenant agree that the Subtenant
has no right whatsoever to assign, mortgage or
encumber the Sublease nor to sublet any portion of
the Sublet Premises, or permit any portion of the
Sublet Premises to be used or occupied by any other
party; in connection herewith, both you and the
Subtenant agree that any assignment by operation of
law or transfer of control of Subtenant (including
but not limited to transfer of the controlling
interest of the stock of Subtenant, if Subtenant is a
corporation) shall be deemed to be a prohibited
assignment hereunder and, any such further subletting
or further assignment, if any, shall be subject to
the terms of the Master Lease.
4. You shall not be released from any liability under the Master Lease
because of our failure to give notice of default under or in
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TPI Petroleum, Inc.
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December 18, 1998
respect to any of the terms, covenants, conditions, provisions or agreements of
the Master Lease.
5. You shall not be released from any liability under the Master Lease
in the event of a voluntary, administrative or judicial dissolution, which will
not in any case be construed as a default under the Lease.
6. In the event you default under the provisions of the Master Lease
(after applicable periods of notice and/or grace, if any), the rent due from the
Subtenant under the Sublease shall be deemed assigned to us and we shall have
the right, under such default, at any time at our option to give notice of such
assignment to you and the Subtenant and any such rent shall be paid directly to
us. We shall credit you with any rent received by us under such assignment but
the acceptance of any payment on account of rent from Subtenant as a result of
any such default shall in no manner whatsoever be deemed an attornment by the
Subtenant to us or serve to release you from any liability under the terms,
covenants, conditions, provisions or agreements under the Master Lease.
7. Notwithstanding the foregoing, any other payment of rent from the
Subtenant directly to us, regardless of the circumstances or reasons therefor,
shall in no manner whatsoever be deemed an attornment by the Subtenant to us in
the absence of a specific written agreement signed by us to such an effect.
8. Both you and the Subtenant shall be and continue to be liable for
the payment of all bills rendered by us for charges incurred by the Subtenant
for services and materials supplied to the Sublet Premises.
9. The term of the Sublease shall expire and come to an end on its
natural expiration date or any premature termination date thereof or
concurrently with any premature termination of the Master Lease (whether by
consent or other right, now or hereafter agreed to by landlord or Prime Tenant,
or by operation of law at landlord's option in the event of default by Prime
Tenant).
10. This Consent is not assignable, nor shall this consent be a consent
to any amendment, modification, extension or renewal of the Sublease, without
landlord's prior written consent.
11. You and the Subtenant covenant and agree that, under no
circumstances shall we be liable for any brokerage commission or other
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TPI Petroleum, Inc.
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December 18, 1998
charge or expense in connection with the Sublease, and you both agree to
indemnify us against the same and against any cost or expense (including but not
limited to attorneys' fees) incurred by us in resisting any claim for any such
brokerage commission.
12. You and Subtenant understand and acknowledge that landlord's
consent hereto is not a consent to any improvement or alteration work being
performed in the Sublet Premises, that landlord's consent must be separately
sought and will not necessarily be given, and that if such consent is given, the
same will be subject to mutual agreement upon all plans or alterations. Any
improvements or alterations work will be specifically subject to the terms of
the Master Lease.
13. You and Subtenant each covenant and agree to continue to maintain
and keep in place all insurance required to be obtained, maintained and kept in
full force and effect as set forth in the Master Lease.
14. The Sublease constitutes the entire agreement between you and
Subtenant, and there are no other written or oral agreements of the Sublease
between them. No modification or amendment of the Sublease will be made without
prior written consent of landlord.
15. If any conflict between the Master Lease and the Sublease occurs,
the Master Lease will control except as provided herein.
16. Any rights and remedies of Subtenant under the Sublease, if any,
will be solely against Prime Tenant. Neither this Consent nor the Sublease will
give the Subtenant any rights under the Master Lease except those expressly
granted by the Sublease.
17. The execution of a copy of this Consent by you (as Prime Tenant)
and by the Subtenant shall indicate your joint and several confirmation of the
foregoing conditions and of your agreement to be bound thereby and shall
constitute Subtenant's acknowledgment that it has received a copy of the Master
Lease from you.
18. In addition, Landlord, Prime Tenant, and Subtenant agree as
follows:
A. The Landlord and the Prime Tenant represent and warrant that the
Master Lease, as attached to the Sublease as Exhibit "A", constitutes the entire
agreement between you, and there are no other
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TPI Petroleum, Inc.
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December 18, 1998
written or oral agreements between you modifying the term of the Master Lease.
B. The Landlord represents and warrants that, as of the date hereof,
(i) there are no uncured defaults on the part of the Prime Tenant under the
Master Lease, and (ii) there are no events that have occurred that, with the
passage of time, would result in a default by the Prime Tenant.
C. The Prime Tenant represents and warrants that, as of the date
hereof, (i) there are no uncured defaults on the part of the Landlord under the
Master Lease, and (ii) there are no events that have occurred that, with the
passage of time, would result in a default by the Landlord.
D. All notices under both the Master Lease and the Sublease shall be
given to each of Landlord, Prime Tenant, and Subtenant at the addresses in the
Master Lease and the Sublease and following the notice provisions in the Master
Lease.
E. If Prime Tenant is in default under the Master Lease, Landlord shall
give Subtenant notice of such default and opportunity to cure (for the periods
set forth in the Master Lease) the default.
F. If Subtenant makes payments to Landlord to cure any monetary default
of Prime Tenant, such payments shall be accepted by Landlord as it would a
payment from Prime Tenant.
19. This document may be executed in counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement. Such counterparts may be transmitted by telecopy, the telecopy to
have full force and effect as if it were an original.
Very truly yours,
ST. XXXX PROPERTIES, INC.
Date: 1-5-99 By: /s/ R. Xxxxxxx Xxxxxxx
------------------------- -------------------------------------
Name: R. XXXXXXX XXXXXXX
-----------------------------------
Title: V.P. ASSET MANAGEMENT
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December 18, 1998
CONFIRMED AND AGREED:
PRIME TENANT:
TPI PETROLEUM, INC.
Date: 12-18-98 By: /s/ Xxxx Xxxxxxx
------------------------- -------------------------------------
Name: Xxxx Xxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
SUBTENANT:
THE TRIZETTO GROUP, INC.
Date: 12-23-98 By: /s/ Xxxxxxx X. Xxxxxxx
------------------------- -------------------------------------
Name: XXXXXXX X. XXXXXXX
-----------------------------------
Title: EVP
----------------------------------
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OFFICE LEASE AGREEMENT
BETWEEN
ST. XXXX PROPERTIES, INC.
AS LANDLORD
AND
TOTAL PETROLEUM, INC.
AS TENANT
ATRIUM 1
0000 XXXXX XXXXXX XXXXX
XXXXXXXXX, XXXXXXXX
OCTOBER 25, 1996
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OFFICE LEASE
Article 1.00 BASIC LEASE TERMS
1.01 PARTIES. This Lease Agreement ("Lease") dated as of October 25,
1996, is entered into by and between St. Xxxx Properties, Inc., a Delaware
Corporation, ("Landlord"), and Total Petroleum, Inc., a Michigan corporation
("Tenant").
1.02 LEASE PREMISES. In consideration of the Rent, terms, provisions
and covenants of this Lease, Landlord leases to Tenant and Tenant accepts from
Landlord the Premises (as outlined on the plan attached hereto as Exhibit A)
located in the Building, together with the non-exclusive right to use, in
common with Landlord and others, the following portions of the Building: the
entrance foyer and lobby; the corridors and lavatories on the floor on which
the Premises are situated; and the stairways, and elevators (sometimes referred
to as the "Common Areas").
1.03 DEFINITION OF TERMS. As used in this Lease, the following terms
shall have the following meanings:
A. Building: The Building on the real property situated at 0000 Xxxxx
Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx, and commonly known as Atrium I -
Denver Technological Center.
B. Premises: That part of the Building outlined on Exhibit A, called
Suites 233A and 233B on the second floor(s) of the Building,
containing approximately 4,774 rentable square feet, including
tenant improvements made by Landlord as part of the Tenant Finish
Buildout.
C. Building Manager: JCA Property Management, 0000 X. Xxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xx. Xxx Xxxxx, or
such other person as Landlord may designate from time to time.
D. Commencement Date: November 1, 1996.
E. Completion Date: November 1, 1996.
F. Termination Date: October 31, 2002, unless sooner terminated as
provided in this Lease.
G. Term: A period commencing at 12:01 a.m. local time, on the
Commencement Date and expiring at 11:59 p.m. local time on the
Termination Date, unless extended as provided in this Lease.
H. Base Rent: As set forth in the Addendum attached to this Lease.
I. Monthly Installments of Base Rent: As set forth in the Addendum
attached to this Lease.
J. Tenant's Proportionate Share: 3.689%.
K. Security Deposit: None.
L. Landlord's Mailing Address: 000 Xxxxxxxxxx Xxxxxx, Xx. Xxxx,
Xxxxxxxxx, 00000, Attention: Vice President-Asset Management.
Tenant's Mailing Address: 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, X.X.
Xxx 000, Xxxxxx, Xxxxxxxx 00000-0000, Attention: Chief Information
Officer
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M. Normal Business Hours: The hours from 7:00 a.m. to 6:00 p.m. Monday
through Friday and 8:00 a.m. to 1:00 p.m. on Saturday, except
recognized holidays. Tenant shall be entitled to have access to the
Premises seven (7) days per week, twenty-four (24) hours per day.
N. State: The State of Colorado.
O. Parking Spaces: Tenant shall be entitled to the non-exclusive use in
common with Landlord and others except as provided below, of sixteen
(16) spaces, at no charge during the initial term of this Lease.
During the initial term and first renewal term of this Lease,
Landlord shall designate one parking space as reserved for Tenant
near the west entrance of the Building. Landlord reserves the right
to assign and reassign, from time to time, particular parking spaces
for use by persons selected by Landlord, and to issue and implement
other rules and regulations with respect to parking spaces for the
Building, provided that Tenant's rights to the number of parking
spaces designated herein are preserved.
P. Broker: Eagle Brokerage Company, 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxx X. Xxxxxxx; and Liberty
Partners, 000 00xx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000.
Q. Permitted Use: General office use and computer center operation.
R. Tenant's Representatives: Tenant's employees, agents, contractors,
licensees and invitees.
ARTICLE 2.00 RENT
2.01 BASE RENT. Tenant shall pay Monthly Installments of Base Rent in
advance on the first day of each month of the Term, which amount shall be
payable to Landlord by submitting it to the Building Manager at the address
shown above. If the Commencement Date should be a date other than the first day
of a calendar month, the Monthly Installment of Base Rent shall be prorated to
the end of that calendar month. Tenant shall pay, as additional rent, all other
sums due under this Lease.
2.02 OPERATING EXPENSES. In the event Landlord's operating expenses for
the Building shall, in any calendar year during the Term, exceed the sum of
those expenses accrued during the 1997 base year ("Excess Expenses") Tenant
shall pay as additional rent Tenant's Proportionate Share of Excess Expenses. In
order to provide current payments on account of Excess Expenses Tenant shall, at
Landlord's request, pay as additional rent, an amount equal to Tenant's
Proportionate Share of the Excess Expenses due for the ensuing twelve (12)
months, as estimated by Landlord from time to time, in twelve (12) equal monthly
installments, commencing on the first day of the month following the month in
which Landlord notifies Tenant of the amount. Following the close of each
calendar year, Landlord shall provide Tenant with a statement showing in
reasonable detail all computations of additional rent under this section. If
Tenant's Proportionate Share of the actual Excess Expenses for the preceding
calendar year exceeds the aggregate of the estimated monthly payments made by
Tenant for such year, Tenant shall within thirty (30) days of the receipt of the
statement, pay to Landlord as additional rent an amount equal to such excess. If
such aggregate of the estimated monthly payments exceeds Tenant's Proportionate
Share of the actual Excess Expenses for such calendar year, Landlord shall
credit against Tenant's next ensuing monthly installment or installments of the
rent an amount equal to such difference until the credit is exhausted. No
interest or penalties shall accrue on any amounts which Landlord is obligated to
credit to Tenant by reason of this provision. The obligations of Tenant and
Landlord to make payments or credits required by this provision shall survive
the Termination Date. Notwithstanding any other provisions in this Lease, during
the year in which the Lease terminates, Landlord, prior to the Termination Date,
shall have the option to invoice Tenant for Tenant's Proportionate Share of the
Excess Expenses based upon the previous year's operating expenses; provided,
that such invoicing shall not eliminate the need for reconciliation and
adjustment based on actual expenses for such year, when such expenses are known.
If the Lease shall terminate on a day other than the last day of the calendar
year, the amount of any additional rent payable by Tenant applicable to the year
in which such termination
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shall occur shall be pro rated on the ratio that the number of days from the
commencement of the calendar year to and including the Termination Date bears
to 365.
Each statement given by Landlord or the Building Manager pursuant to this
section shall be conclusive and binding upon Tenant unless within ninety (90)
days after receipt of such statement Tenant shall notify Landlord that it
disputes the correctness of the statement, specifying the particular respects
in which it is claimed to be incorrect. If such dispute shall not have been
settled by agreement, then, pending the legal determination of such dispute,
Tenant shall pay additional rent in accordance with such statement and such
payment shall be without prejudice to Tenant's position. If the dispute shall
be determined in Tenant's favor, Landlord shall forthwith credit to Tenant the
amount of Tenant's overpayment of additional rent resulting from compliance
with Landlord's statement.
Landlord shall keep complete and accurate books and records relating to
"Operating Expenses", as defined below, for at least three (3) years after the
end of the calendar year in which such Operating Expenses were incurred. Tenant
may, at Tenant's initial expense, cause such books and records to be audited by
an independent auditor satisfactory to Tenant for the purpose of determining
the validity of any claim by Landlord for Excess Expenses, provided that Tenant
shall notify Landlord of Tenant's election to conduct such an audit not later
than ninety (90) days after the end of the calendar year to be examined. If any
such audit determines that Landlord's claim for Excess Expenses for any
calendar year exceeds the amount to which Landlord was properly entitled, then
Landlord shall forthwith refund the excess, and if the excess is more than
three percent (3%) of the amount properly due, then Landlord shall also pay the
cost of the audit upon receipt of appropriate evidence of such cost.
If during any calendar year of this Lease, the occupancy of the Building
averages less than one hundred percent (100%), it is agreed that the Operating
Expenses shall be recomputed as though the Building had been 100% occupied for
such calendar year. In making such recomputation, no adjustment shall be made
in Operating Expenses that typically do not vary based on occupancy, such as
but not limited to real property taxes, insurance premiums and costs associated
with landscaping and other exterior maintenance.
Any dispute between Landlord and Tenant regarding Operating Expenses or Excess
Expenses shall be resolved by binding arbitration in accordance with the
commercial arbitration rules of the American Arbitration Association, and
judgment on any arbitration award may be entered and enforced by any court of
competent jurisdiction.
2.03 DEFINITION OF OPERATING EXPENSES. Subject to the exclusions listed
below, the term "Operating Expenses" includes all expenses paid or incurred by
Landlord or on Landlord's behalf with respect to the management, repair,
operation and maintenance of the Building of which the Premises are a part
including, but not limited to, the following: (1) salaries, wages and benefits
of employees of Landlord engaged in the management, repair, operation and
maintenance of the Building; (2) payroll taxes, workmen's compensation,
uniforms and related expenses for such employees; (3) the cost of all charges
for oil, gas, steam, electricity, any alternate source of energy, heat,
ventilation, air-conditioning, water, sewers and other utilities furnished to
the Building (including the parking areas, Common Areas and leased areas
thereof), together with any taxes on such utilities; (4) the cost of painting
non-tenant space; (5) the cost of all charges for insurance Landlord is
required to pay or deems necessary to pay, including public liability
insurance, with regard to the Building and the maintenance or operation
thereof; (6) the cost of all supplies (including cleaning supplies), tools,
materials and equipment, the rental thereof and sales and other taxes thereon;
(7) depreciation of hand tools and other movable equipment used in the repair,
operation and maintenance of the Building; (8) the cost of all charges for
window and other cleaning and janitorial, snow and ice removal, and security
services; (9) charges of independent contractors; (10) repairs and replacements
made by Landlord at its expense; (11) exterior and interior landscaping and
pest control; (12) alterations and improvements to the Building made by reason
of the laws and requirements of any public authorities or the requirements of
insurance bodies; (13) management fees; (14) the cost of any capital
improvements or additions to the Building and of any machinery or equipment
installed in the Building which are made or become operational, as the case may
be, after the Commencement Date and which the effect of reducing the expenses
which otherwise would be included in Operating Expenses to the extent of the
lesser of (A) such cost, as reasonably amortized by Landlord with interest on
the unamortized amount at the prime rate then generally available in the state,
or (b) the amount of such reduction in Operating Expenses; (15) reasonable
legal, accounting and other professional fees incurred in connection with the
operation, maintenance and management of the Building; (16) all real property
taxes and installments of special assessments, including dues and assessments
by means of deed restrictions
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and/or owners' associations which accrue against the Building during the term
of this Lease, other than such taxes and assessments allocable to tenant
improvements for any tenant of the Building in excess of Landlord's building
standard improvements; and (17) all other charges properly allocable to the
repair, operation and maintenance of the Building in accordance with generally
accepted accounting principles. The term operating Expenses does not include
the following: (a) costs of repairs or renovations necessitated by fire, flood
or other casualty, whether or not insured; (b) costs associated with the
operation of Landlord or Landlord's business, including but not limited to
income and franchise taxes, as opposed to costs of operating the Building; (c)
expenses incurred in leasing to or procuring of leases, leasing commissions,
advertising expenses, "takeover" rent or other tenant inducements and expenses
for renovating or redecorating space for new or existing tenants (except for
renovations or redecorating of Building common areas); (d) costs associated
with any dispute between Landlord and (i) Landlord's employees, (ii) any
mortgagee of the Building, (iii) any manager of the Building, or (iv) any
tenant of the Building; (e) interest or principal payments on any mortgage or
other indebtedness of Landlord, or ground rents or other payments under any
ground lease (except for Landlord's ground lease for any parking areas adjacent
to the Building); (f) compensation paid to any employee of Landlord above the
grade of property manager for the Building; (g) any depreciation or
amortization allowance or expense (except as provided above); (h) operating
expenses which are the responsibility of Tenant; (i) costs incurred by Landlord
in connection with construction of the Building and related facilities,
correcting defects in construction, obtaining or renewing any certificate of
occupancy for the Building or any space in the Building, or discharging
Landlord's obligations under the work letter attached to any lease; (j)
reserves for capital costs or replacements; (k) costs of any services sold or
provided to or for the benefit of tenants or other occupants for which Landlord
is entitled to be reimbursed by such tenants or other occupants as an
additional charge or rental over and above basic rent or escalations thereof;
(l) costs of goods or services supplied by any affiliate of Landlord, to the
extent such costs exceed the costs of similar goods or services supplied on a
competitive basis by parties not affiliated with Landlord; (m) expenses related
to removal, cleaning, abatement or remediation of "hazardous materials" in or
about the Building or in the surrounding ground water or soil (except that
Tenant shall, in any event, remain liable and shall pay for all costs and
expenses related to the removal, cleaning, abatement or remediation of any of
Tenant's "hazardous materials" in or about the Building, or related to any
storage treatment or release of "hazardous materials" by Tenant); (n)
compensation paid to clerks, attendants, concierges or other persons working in
or managing commercial concessions operated by Landlord; or (o) advertising and
promotional costs. To the extent any expenditure that is required to be
capitalized for federal income tax purposes is not otherwise excluded from the
definition of "Operating Expense", the amount included with respect to such
expenditure in any given year shall not exceed the amount that would be
necessary to amortize such expenditure, together with interest at the "prime",
"base" or "reference" rate announced as such by Colorado National Bank, or its
successors, as of the date of the expenditure, in equal annual installments
over the projected useful life of the equipment or improvement acquired by
means of such expenditure.
2.04 LATE PAYMENT CHARGE. Other remedies for nonpayment of rent
notwithstanding, if any part of the rent is not paid within ten (10) days after
it is due, Tenant shall pay Landlord a late payment charge of five percent (5%)
on the amount due from its due date until paid and shall become immediately due
and payable in addition to any other amounts owed under this Lease.
2.05 INCREASE IN INSURANCE PREMIUMS. If an increase in any insurance
premiums paid by Landlord for the Building is caused by Tenant's use of the
Premises in a manner other than as set forth in section 1.03, or if Tenant
vacates the Premises and causes an increase in such premiums, then Tenant shall
pay as additional rent the amount of such increase to Landlord.
2.06 SECURITY DEPOSIT. [Intentionally Deleted]
2.07 HOLDING OVER. In the event that Tenant does not vacate the
Premises upon the expiration or termination of this Lease, Tenant shall be a
tenant at will for the hold over period and all of the terms and provisions of
this Lease shall be applicable during that period, except that Tenant shall pay
Landlord as base rental for the period of such hold over an amount equal to one
and one-half (1 1/2) times the Base Rent which would have been payable by
Tenant had the hold over period been a part of the original term of this Lease.
Tenant agrees to vacate and deliver the Premises to Landlord upon Tenant's
receipt of notice from Landlord to vacate. The rent payable during the hold
over period shall be payable to Landlord upon demand. No holding over by
Tenant, with or without the consent of Landlord, shall operate to extend the
Term.
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2.08 SECURITY SERVICE. [Intentionally Deleted]
ARTICLE 3.00 OCCUPANCY AND USE
3.01 USE. Tenant warrants and represents to Landlord that the Premises
shall be used and occupied only for the purpose as set forth in section 1.03.
Tenant shall occupy the Premises, conduct its business and control the Tenant's
Representatives in such a manner as is lawful, reputable and will not create a
nuisance. Tenant shall not permit any operation which emits any odor or matter
which intrudes into other portions of the Building, use any apparatus or
machine which makes undue noise or causes vibration in any portion of the
Building or otherwise interfere with, annoy or disturb any other tenant in its
normal business operations or Landlord in its management of the Building. Tenant
shall neither permit any waste on the Premises nor allow the Premises to be
used in any way which would, in the opinion of Landlord be extra-hazardous on
account of fire or which would in any way increase or render void the fire
insurance on the Building.
3.02 SIGNS. No sign of any type or description shall be erected, placed
or painted in or about the Premises or Building except those signs submitted to
Landlord in writing and approved by Landlord in writing, and which signs are in
conformance with Landlord's sign criteria established for the Building.
3.03 COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Tenant, at Tenant's
sole cost and expense, shall comply with all laws, ordinances, orders, rules
and regulations of state, federal, municipal or other agencies or bodies having
jurisdiction over the use, condition or occupancy of the Premises. Tenant
will comply with the rules and regulations of the Building adopted by Landlord
which are set forth on Exhibit "C" attached to this Lease. Landlord shall have
the right at all times to change and amend the rules and regulations in any
reasonable manner as may be deemed advisable for the safety, care, cleanliness,
preservation of good order and operational use of the Building or the Premises.
All changes and amendments to the rules and regulations of the Building will be
sent by Landlord to Tenant in writing and shall thereafter be carried out and
observed by Tenant. Notwithstanding any other provisions of this Lease,
however, Tenant shall not be obligated to modify (or to pay the cost of
modifying) (i) any structural, mechanical or electrical component of the
Building outside of the Premises, nor (ii) any structural component of the
Building within the Premises unless required by Tenant's use of the Premises.
3.04 WARRANTY OF POSSESSION. Landlord warrants that it has the right
and authority to execute this Lease, and Tenant, upon payment of the required
rents and subject to the terms, conditions, covenants and agreements contained
in this Lease, shall have possession of the Premises during the full term of
this Lease as well as any extension or renewal thereof. Landlord shall not be
responsible for the acts or omissions of any other tenant, or third-party not
claiming under rights derived from Landlord, that may interfere with Tenant's
use and enjoyment of the Premises.
3.05 INSPECTION. Landlord or its authorized agent shall at any and all
reasonable times have the right after reasonable advance notice to enter the
Premises to inspect the same, to supply janitorial service or any other service
to be provided by Landlord, to show the Premises to prospective purchasers or
tenants, and to repair the Premises or any other portion of the Building that is
accessible only through the Premises, provided that Landlord shall in any case
use reasonable efforts to minimize any interference with or disruption of
Tenant's business. Landlord shall at all times have and retain a key with which
to unlock the corridor door into the Premises. Tenant shall not change
Landlord's lock system or in any other manner prohibit Landlord from entering
the Premises. Tenant may, however, install its own locks on the doors into
Tenant's computer room and into other rooms used to store equipment that is
readily portable or otherwise vulnerable to theft or damage, or may exclude
Landlord and Landlord's employees, agents, contractors and licensees from such
areas. Landlord shall have the right to use any and all means which Landlord may
deem proper to open any door in an emergency situation without liability
therefor provided that Landlord shall attempt to give Tenant as much notice as
is practical of any emergency entry and shall use reasonable efforts to maintain
the security of Tenant's computer systems and equipment.
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ARTICLE 4.00 UTILITIES AND SERVICE
4.01 BUILDING SERVICES. Landlord acknowledges that Tenant intends to
use the Premises to provide space for a computer center that is vitally
important to Tenant's multistate business operations. Accordingly, in addition
to providing those services and meeting those obligations set forth elsewhere
in this Lease, Landlord shall provide such services as may be necessary to
enable Tenant to have access to, use and occupy the Premises on a 24 hour per
day, seven day per week basis, including but not limited to the following:
A. Electricity meeting the electrical requirements set forth on
Exhibit "D" attached to this Lease.
B. Hot and cold potable water at those points of supply provided for
the general use of other tenants on the second floor of the
Building.
C. Central heating and air conditioning services for Tenant's office
space (specifically excluding Tenant's computer room facilities)
meeting the HVAC standards set forth on Exhibit "E" attached to
this Lease during normal business hours.
D. Elevator access to the Premises 24 hours per day, seven days per
week, including legal holidays.
E. Replacement during normal business hours of fluorescent tubes and
ballasts and incandescent lamps in Building fixtures in the
Premises on an as-needed basis.
F. Routine maintenance, painting and electric lighting service for all
public areas and special service areas in the Building, in a manner
consistent with the standards of first class office buildings in the
Denver metropolitan area.
G. Exterior lighting, landscaping, sweeping, snow removal and similar
services around the Building and adjacent parking areas, in a
manner consistent with the standards of first class office
buildings in the Denver metropolitan area.
H. Failure by Landlord to any extent to provide these defined services
or any other services not enumerated, or any cessation thereof,
shall not render Landlord liable in any respect for damages to
either person or property, be construed as an eviction of Tenant,
work an abatement of rent or relieve Tenant from fulfillment of any
covenant of this Lease except as provided in Section 4.02 below.
Should any of the equipment or machinery break down, or for any
cause cease to function properly, Landlord shall use reasonable
diligence to repair the same promptly, but Tenant shall have no
claim for rebate of rent on account of any interruption in service
occasioned from the repairs except as provided in Section 4.02
below.
Landlord may, in Landlord's discretion, provide other services not enumerated
above, including security services, and may also make changes from time to time
in the utilities and services provided by Landlord to the Building, provided no
such changes shall reduce the practical utility of the Premises for Tenant's
purposes or increase their effective cost to Tenant.
4.02 INTERRUPTION OF SERVICES. Tenant agrees that Landlord will not be
liable for failure to supply any of the services enumerated in section 4.01
during any period in which Landlord is using all reasonable diligence to supply
such services or is prevented from providing the enumerated services by reason
of any fire or other casualty as set forth in Article 7.0, by force majeure or
by the acts or omissions of Tenant, Tenant's agents or employees, nor will
Landlord be liable for reducing or curtailing any such services to the extent
required by applicable, valid and binding laws, rules or regulations during any
period in which Landlord is required by such laws, rules, or regulations to do
so. Notwithstanding the foregoing provisions of this section, however, and
except for any interruption in services caused by the acts, omissions or
negligence of Tenant, Tenant's agents or employees, and subject to the
provisions of Article 7.0 in the event of a fire or other casualty, Base Rent
and payments on account of Excess Expenses will be abated in the event of a
disruption of services, in accordance with the following provisions:
Page 6 of 16
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A. In the case of a continuous interruption of electrical power to the
Premises resulting in a shutdown of Tenant's computers or other
office equipment or complete unavailability of passenger elevator
service to the Premises, if such interruption continues for five
(5) consecutive business days after Tenant's written notification
to Landlord of such interruption, then Base Rent and payments on
account of Excess Expenses for the Premises (or, if only a portion
of the Premises is affected, Base Rent and payments on account of
Excess Expenses for such portion) shall be abated from the
beginning of such disruption until the service in question has been
restored.
B. In the case of substantial failure of the water supply to the
restrooms or substantial failure of the Building HVAC system, or
failure of any portion of the life safety system that is a
governmental requirement, if such interruption continues for five
(5) consecutive business days after Tenant's written notification
to Landlord of such interruption, then Base Rent and payments on
account of Excess Expenses for the Premises (or, if only a portion
of the Premises is affected, for such portion) shall be abated
from the beginning of such disruption until the service in
question has been restored.
4.03 THEFT OR BURGLARY. Landlord shall not be liable to Tenant for
losses to Tenant's property or personal injury caused by criminal acts or entry
by unauthorized persons into the Premises or the Building.
4.04 JANITORIAL SERVICE. Landlord shall furnish janitorial services to
the Premises and public areas of the Building five times per week during the
term of this Lease, excluding holidays, for standard offices uses. Landlord
shall not provide janitorial service to kitchens or to the computer room or
other locked areas in the Premises. Janitorial service shall conform to the
Janitorial Requirements set forth in Exhibit "G" attached to this Lease. Tenant
shall pay for all janitorial services in excess of the Janitorial Requirements
set forth in Exhibit "G" and for any excess janitorial service caused by
Tenant's use in excess of standard office uses.
4.05 ELECTRIC ENERGY COSTS. Electric power for Tenant's computer
equipment (other than personal computers) and computer-room HVAC equipment
shall be separately metered and Tenant shall pay the cost of all such electric
power. Landlord shall provide and pay for electricity to be used for general
office purposes, including personal computers, up to four (4) xxxxx per
rentable square foot. Tenant shall pay for electricity to be used for general
office purposes, including personal computers, in excess of four (4) xxxxx per
rentable square foot.
4.06 WINDOW COVERAGE. Landlord shall furnish and install window
coverings on all exterior windows to maintain a uniform exterior appearance.
Tenant shall not remove or replace these window coverings or install any other
window covering which would affect the exterior appearance of the Building.
Tenant may install lined or unlined over-draperies on the interior sides of the
Landlord furnished window coverings for interior appearance or to reduce light
transmission, provided such draperies do not affect the exterior appearance of
the Building or affect the operation of the Building's heating, ventilating and
air conditioning system.
4.07 CHARGE FOR SERVICE. All costs of Landlord for providing the
services set forth in Article 4.00 (except those charges paid by Tenant
pursuant to section 4.04) shall be subject to the additional rent provisions in
section 2.02.
4.08 COMPUTER ROOM SERVICES. Tenant shall be responsible for
supplying all heating and air conditioning services to its computer room
facility.
ARTICLE 5.00 REPAIRS AND MAINTENANCE
5.01 LANDLORD REPAIRS. Landlord shall not be required to make any
improvements, replacements or repairs of any kind or character to the Premises
or the Building during the term of this Lease except as are set forth in this
section. Landlord shall maintain only the roof, foundation, parking and Common
Areas, the structural soundness of the exterior walls, doors, corridors, windows
and other structures or equipment serving the Premises including but not limited
to the equipment needed to provide the services specified in article 4 (with the
express exception of Tenant's computer room HVAC, electrical and related
equipment). Landlord's cost of maintaining and repairing the items set forth in
this section are subject to the additional rent provisions in section 2.02.
Landlord shall not be liable to Tenant,
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except as expressly provided in this Lease, for any damage or inconvenience, and
except as specified in section 4.02, Tenant shall not be entitled to any
abatement or reduction of rent by reasons of any repairs, alterations or
additions made by Landlord under this Lease; provided, that Landlord shall use
its best efforts to minimize any interference with or disruption of Tenant's
business.
5.02 TENANT REPAIRS. Tenant shall, at its own cost expense, repair or
replace any damage or injury to all or any part of the Premises caused by any
act or omission of Tenant or Tenant's Representatives; provided, however, if
Tenant fails to make the repairs or replacements promptly, Landlord may, at its
option, make the repairs or replacements, and the costs of such repairs or
replacements (including a 10% supervision fee) shall be charged to Tenant as
additional rent and shall become payable by Tenant with the payment of the rent
next due hereunder.
5.03 REQUEST FOR REPAIRS. All requests for repairs or maintenance that
are the responsibility of Landlord pursuant to any provision of this Lease must
be made in writing to the Building Manager at the address in section 1.03.
5.04 TENANT DAMAGES. Tenant shall not allow any damage to be committed on
any portion of the Premises or Building, and at the termination of this Lease,
by lapse of time or otherwise, Tenant shall deliver the Premises to Landlord in
as good condition as existed at the Commencement Date of this Lease, ordinary
wear and tear excepted and damage by fire or other casualty set forth in Article
7.0 excepted. The cost and expense of any repairs necessary to restore the
condition of the Premises shall be borne by Tenant.
ARTICLE 6.00 ALTERATIONS AND IMPROVEMENTS
6.01 LANDLORD IMPROVEMENTS. Construction work in the Premises is to be
performed by Tenant prior to Tenant's occupancy, in accordance with plans and
specifications to be agreed to by Landlord and Tenant, which plans and
specifications will, upon approval in writing by each party, become a part of
this Lease by reference. Tenant will cause Tenant's architect to prepare
proposed plans and specifications and deliver them to Landlord. Within five (5)
business days after receiving the proposed plans and specifications, Landlord
shall either approve them in writing or notify Tenant in writing of Landlord's
reasons for disapproving them. If Landlord fails either to approve or to
disapprove the proposed plans and specifications within such five (5) day
period, Landlord shall be deemed to have approved them. If Landlord disapproves
the proposed plans and specifications, Tenant shall either cause Landlord's
architect to modify the plans and specifications to make them acceptable to
Landlord, or notify Landlord in writing of the reason for any refusal by Tenant
to accept changes requested by Tenant. If the parties fail to reach agreement on
the plans and specifications within three (3) business days after notice of any
such refusal has been given by Tenant, then either party may terminate this
Lease by notice to the other party at any time before plans and specifications
are approved in writing by both parties. Once the plans and specifications have
been approved in writing by both parties, any subsequent changes or
modifications to the approved plans and specifications shall be made and
accepted by written change order or agreement signed by Landlord or Building
Manager and Tenant and shall constitute an amendment to this Lease.
6.02 TENANT IMPROVEMENTS. Tenant shall not make or allow to be made any
alterations or physical additions in or to the Premises in excess of $10,000.00,
or that affect the structure of the Building, without first obtaining the
written consent of Landlord, which consent shall not be unreasonably withheld or
delayed. Any alterations, physical additions or improvements to the Premises
made by Tenant shall be made in compliance with all applicable laws and
regulations and shall at once become the property of Landlord and shall be
surrendered to Landlord upon the termination of this Lease; provided, however,
with respect to any changes or alterations to the Premises made by Tenant in
addition to those agreed to by Landlord in the plans and specifications,
Landlord, at its option, may require Tenant to remove any physical additions
and/or repair any alterations in order to restore the Premises to the condition
existing at the time Tenant took possession, all costs of removal and/or
alterations to be borne by Tenant. This clause shall not apply to moveable
equipment or furniture owned by Tenant, which may be removed by Tenant at the
end of the term of this Lease.
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ARTICLE 7.00 CASUALTY AND INSURANCE
7.01 SUBSTANTIAL DESTRUCTION. If the Premises should be totally destroyed
by fire or other casualty, or the Premises should be damaged so that rebuilding
cannot reasonably be completed within one hundred twenty (120) working days
after the date Landlord learns of the destruction, by notice from Tenant or
otherwise, this Lease may, at the option of either party, terminate and the rent
shall be abated for the unexpired portion of the Lease, effective as of the date
of the written notification by one party to the other of the exercise of such
option.
7.02 PARTIAL DESTRUCTION. If the Premises should be partially damaged by
fire or other casualty, and rebuilding or repairs can reasonably be completed
within one hundred twenty (120) working days after the date Landlord learns of
the destruction, by notice from Tenant or otherwise, this Lease shall not
terminate, and Landlord shall at its sole risk and expense proceed with
reasonable diligence to rebuild or repair the Building or other improvements to
substantially the same condition in which they existed prior to the damage. If
the Premises are to be rebuilt or repaired and are untenantable in whole or in
part following the damage, the rent payable under this Lease during the period
for which the Premises are untenantable shall be adjusted to such an extent as
may be fair and reasonable under the circumstances. In the event that Landlord
fails to complete the necessary repairs or rebuilding within one hundred twenty
(120) working days from the date Landlord learns of the destruction, by notice
from Tenant or otherwise, then Tenant may, at its option, terminate this Lease
by delivering written notice of termination to Landlord, whereupon all rights
and obligations under this Lease shall cease to exist.
7.03 PROCEDURE IN CASE OF CASUALTY. If the Premises or other portion of
the Building is damaged by fire or other casualty, Landlord shall notify Tenant
promptly, and in any event within seven (7) business days after Landlord learns
of such casualty, of Landlord's best estimate of the time that will be required
to repair the damage, of Landlord's present plans with respect to such repairs,
and of any conditions or uncertainties that must be satisfied or resolved
before the repairs can be completed. Landlord shall keep Tenant informed of all
changes in the estimates or other information to be given by Landlord to Tenant
in accordance with the preceding sentence. Any disagreement between the parties
as to the time reasonably required for repair, or the proper extent of any rent
abatement following a casualty, shall be determined by binding arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association, and judgment on any arbitration award may be entered and enforced
by any court of competent jurisdiction.
7.04 PROPERTY INSURANCE. Landlord shall at all times during the term of
this Lease maintain a policy or policies of insurance with the premiums paid in
advance, issued by and binding upon some solvent insurance company, insuring the
Building against all risk of direct physical loss in an amount equal to at least
ninety percent (90%) of the full replacement cost of the Building structure and
its improvements as of the date of the loss; provided Landlord shall not be
obligated in any way or manner to insure any personal property (including but
not limited to, any furniture, machinery, goods or supplies) of Tenant upon or
within the Premises, any fixtures installed or paid for by Tenant upon or within
the Premises, or any improvements which Tenant may construct on the Premises
except that Landlord shall insure any such property if and to the extent that
the title passed to Landlord upon installation thereof. Tenant shall have no
right in or claim to the proceeds of any policy of insurance maintained by
Landlord even if the cost of such insurance is borne by Tenant as set forth in
Article 2.00. Landlord shall also maintain public and property damage liability
insurance in such amounts as are customarily carried from time to time by
prudent owners and operators of facilities like the Building.
7.05 TENANT'S INSURANCE. At all times during the term of this Lease,
Tenant shall carry and maintain, at Tenant's expense, the following insurance
in the amounts specified below or such other amounts as Landlord shall from
time to time reasonably request, with insurance companies and on forms
satisfactory to Landlord:
A. Public liability and property damage liability insurance, with a
combined single occurrence limit of not less than $1,000,000.00. All
such insurance shall specifically include without limitation
contractual liability coverage for the performance by Tenant of the
indemnity agreements set forth in this Lease.
B. Workmen's compensation insurance satisfying Tenant's obligations and
liabilities under the workmen's compensation laws of the State.
Page 9 of 16
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Notwithstanding the foregoing, Tenant may, at its option, self insure with
respect to the risks referred to in Section 7.05A, and may, at its option, self
insure with respect to the risks referred to in Section 7.05B provided it
complies with the provisions set forth in Section 8-44-2D1, et seq., Colorado
Revised Statutes. Whether or not Tenant elects to self insure, the obligation of
Tenant or Tenant's insurer shall be primary with respect to claims arising out
of the negligence or intentional acts of Tenant or Tenant's Representatives, and
the obligation of Landlord's insurer shall be primary with respect to all other
claims. Tenant shall provide Landlord with evidence of Tenant's insurance or
self insurance arrangements and of any changes therein thirty (30) days before
the effective date of any such change. This provision permitting Tenant to self
insure shall not be applicable to any assignee or sublessee of Tenant. Policies
of public liability and property damage liability insurance which Tenant elects
to maintain according to this Lease shall name Landlord as an additional
insured.
7.06 WAIVER OF SUBROGATION. [Intentionally Deleted]
7.07 HOLD HARMLESS. Landlord shall not be liable to Tenant, Tenant's
Representatives, or to any other person, for an injury to person or damage to
property on or about the Premises caused by any act or omission of Tenant,
Tenant's Representatives, or of any other person entering upon the Premises
under express or implied invitation by Tenant or Tenant's Representatives, or
caused by the improvements located on the Premises becoming out of repair, the
failure or cessation of any service provided by Landlord (including security
service and devices), or caused by leakage of gas, oil, water or steam or by
electricity emanating from the Premises. Tenant agrees to indemnify and hold
harmless Landlord of and from any loss, attorneys' fees, expenses or claims
arising out of any such damage or injury, unless such loss, attorneys' fees,
expenses or claims arise from the intentional misconduct or gross negligence of
Landlord.
ARTICLE 8.00 CONDEMNATION
8.01 SUBSTANTIAL TAKING. If all or a substantial part of the Premises
are taken for any public or quasi-public use under any governmental law,
ordinance or regulation, or by right of eminent domain or by purchase in lieu
thereof, and the taking would prevent or materially interfere with the use of
the Premises for the purpose for which it is then being used, this Lease shall
terminate and the rent shall be abated during the unexpired portion of this
Lease effective on the date physical possession is taken by the condemning
authority. Tenant shall have no claim to the condemnation award or proceeds in
lieu thereof.
8.02 PARTIAL TAKING. If a portion of the Premises shall be taken for
any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain or by purchase in lieu thereof, and
this Lease is not terminated as provided in section 8.01 above, Landlord shall
at Landlord's sole risk and expense, restore and reconstruct the Building and
other improvements on the Premises to the extent necessary to make it
reasonably tenantable. The rent payable under this Lease during the unexpired
portion of the term shall be adjusted to such an extent as may be fair and
reasonable under the circumstances. Tenant shall have no claim to the
condemnation award or proceeds in lieu thereof.
ARTICLE 9.00 ASSIGNMENT OR SUBLEASE
9.01 LANDLORD ASSIGNMENT. Landlord shall have the right to sell,
transfer or assign, in whole or in part, its rights and obligations under this
Lease and in the Building. Any such sale, transfer or assignment of all of
Landlord's rights under this Lease and in the Building shall operate to release
Landlord from any and all liabilities under this Lease arising after the date
of such sale, assignment or transfer.
9.02 TENANT ASSIGNMENT. Tenant shall not assign, in whole or in part,
this Lease, or allow it to be assigned, in whole or in part, by operation of law
or otherwise or mortgage or pledge the same, or sublet the Premises, in whole or
in part, without the prior written consent of Landlord, which consent shall not
be unreasonably withheld or delayed, and in no event shall any such assignment
or sublease ever release Tenant or any guarantor from any obligation or
liability hereunder. No consent by Landlord to any assignment or subletting
shall be construed as a consent to any further assignment or subletting by the
assignee or sublessee, as the case may be.
Page 10 of 16
26
9.03 CONDITIONS OF ASSIGNMENT. If Tenant desires to assign or sublet
all or any part of the Premises, it shall so notify Landlord at least thirty
(30) days in advance of the date on which Tenant desires to make such
assignment or sublease. Tenant shall provide Landlord with a copy of the
proposed assignment or sublease and such information as Landlord might request
concerning the proposed sublessee or assignee to allow Landlord to make
informed judgments as to the financial condition, reputation, operations and
general desirability of the proposed sublessee or assignee. Within fifteen (15)
days after Landlord's receipt of Tenant's proposed assignment or sublease and
all required information concerning the proposed sublessee or assignee,
Landlord shall have the following options: (1) cancel this Lease as to the
Premises or portion thereof proposed to be assigned or sublet; or (2) consent
to the proposed assignment or sublease, and, if the rent due and payable by any
assignee or sublessee under any such permitted assignment or sublease (or a
combination of the rent payable under such assignment or sublease plus any
bonus or any other consideration or any payment incident thereto), net of
commissions, attorneys' fees, expenses of alteration and other transaction
expenses, exceeds the rent payable under this Lease for such space, Tenant
shall pay to Landlord one-half of all such excess rent and other excess
consideration within ten (10) days following receipt thereof by Tenant. Upon
the occurrence of an event of default, if all or any part of the Premises are
then assigned or sublet, Landlord, in addition to any other remedies provided
by this Lease or provided by law, may, at its option collect directly from the
assignee or sublessee all rents becoming due to Tenant by reason of the
assignment or sublease, and Landlord shall have a security interest in all
properties on the Premises to secure payment of such sums. Any collection
directly by Landlord from the assignee or sublessee shall not be construed to
constitute a novation or a release of Tenant or any guarantor from the further
performance of its obligations under this Lease.
9.04 RIGHTS OF MORTGAGEE. Tenant accepts this Lease subject and
subordinate to any recorded mortgage or deed of trust lien presently existing
or hereafter created upon the Building and to all existing recorded
restrictions, covenants, easements and agreements with respect to the Building.
Landlord is hereby irrevocably vested with full power and authority to
subordinate Tenant's interest under this Lease to any first mortgage or deed of
trust lien hereafter placed on the Premises, and Tenant agrees upon demand to
execute additional instruments subordinating this lease as Landlord may
require. If the interests of Landlord under this Lease shall be transferred by
reason of foreclosure or other proceedings for enforcement of any first
mortgage or deed of trust on the Premises, Tenant shall be bound to the
transferee (sometimes called the "Purchaser") at the option of the Purchaser,
under the terms, covenants and conditions of this Lease for the balance of the
term remaining, including any extensions or renewals, with the same force and
effect as if the Purchaser were Landlord under this Lease, and, if requested by
the Purchaser, Tenant agrees to attorn to the Purchaser, including the first
mortgagee under any such mortgage if it be the Purchaser, as its Landlord.
Notwithstanding the foregoing, Landlord shall, within thirty (30) days after
Tenant's execution of this Lease, provide Tenant with evidence reasonably
satisfactory to Tenant that each mortgagee whose lien is superior to the
leasehold estate created by this Lease has entered into a written agreement,
reasonably satisfactory in form and substance to Tenant, by which such
mortgagee has agreed that so long as no default by Tenant under this Lease has
occurred or has continued beyond any applicable grace period. Tenant will not
be disturbed in Tenant's possession and enjoyment of the Premises by any
foreclosure or other action to enforce such mortgagee's lien. If Landlord fails
to provide such evidence within such 30-day period, Tenant may, at Tenant's
option, terminate this Lease by notice to Landlord. In addition, the
subordination of this Lease to any future mortgage or deed of trust is
conditioned upon the execution by the mortgagee or beneficiary of a similar
written agreement, also reasonably satisfactory in form and substance to Tenant.
9.05 ESTOPPEL CERTIFICATES. Tenant agrees to furnish, from time to
time, within ten (10) days after receipt of a request from Landlord or
Landlord's mortgagee, a statement certifying, if applicable, the following:
Tenant is in possession of the Premises; the Premises are acceptable; the Lease
is in full force and effect; the Lease is unmodified; Tenant claims no present
charge, lien, or claim of offset against rent; the rent is paid for the current
month, but is not prepaid for more than one month and will not be prepaid for
more than one month in advance; there is no existing default by reason of some
act or omission by Landlord; and such other matters as may be reasonably
required by Landlord or Landlord's mortgagee. Tenant's failure to deliver such
statement, in addition to being a default under this Lease, shall be deemed to
establish conclusively that this Lease is in full force and effect except as
declared by Landlord, that Landlord is not in default of any of its obligations
under this Lease, and that Landlord has not received more than one month's rent
in advance.
Page 11 of 16
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ARTICLE 10.00 LIENS
10.01 LANDLORD'S LIEN. [Intentionally Deleted]
10.02 UNIFORM COMMERCIAL CODE. [Intentionally Deleted]
ARTICLE 11.00 DEFAULT AND REMEDIES
11.01 DEFAULT BY TENANT. The following shall be deemed to be events
of default by Tenant under this Lease; (1) Tenant shall fail to pay when due or
within five (5) days thereafter any Monthly Installment of Base Rent,
additional rent, or any other payments required pursuant to this Lease; (2)
Lessee shall abandon any substantial portion of the Premises and fail to
maintain the Premises as required by the Lease; (3) Tenant shall fail to comply
with any term, provision or covenant of this Lease, other than the payment of
rent, and the failure is not cured within thirty (30) days after written notice
to Tenant unless and for so long as Tenant is prevented from curing such
failure because of any natural disaster or act of God; (4) Tenant shall file a
petition or be adjudged bankrupt or insolvent under any applicable federal or
state bankruptcy or insolvency law or admit that it cannot meet its financial
obligations as they become due; or a receiver or trustee shall be appointed for
all or substantially all of the assets of Tenant; or Tenant shall make a
transfer in fraud or creditors or shall make an assignment for the benefit of
creditors; or (5) Tenant shall do or permit to be done any act which results in
a lien being filed against the Premises or the Building of which Premises are a
part, and shall fail to cause such lien to be released or bonded off within
thirty (30) days after being notified of the filing of such lien.
11.02 REMEDIES FOR TENANT'S DEFAULT. Upon the occurrence of any event
of default set forth in this lease, Landlord shall have the option to pursue any
one or more of the remedies set forth herein without any notice or demand except
as required by law; (1) Landlord may enter upon and take possession of the
Premises by any lawful means without terminating this Lease, remove Tenant or
any other person who may be occupying all or any part of the Premises without
being liable for any claim for damages, and relet Premises on behalf of Tenant
and receive the rent directly by reasons of the reletting. Tenant agrees to pay
Landlord on demand any deficiency that may arise by reason of any reletting of
the Premises; further, Tenant agrees to reimburse Landlord for any expenditures
made by it in order to relet the Premises, including, but not limited to,
remodeling and repair costs; (2) Landlord may enter upon the Premises, by any
lawful means, and do whatever Tenant is obligated to do under the terms of this
Lease. Tenant agrees to reimburse Landlord on demand for any expenses which
Landlord may incur in effecting compliance with Tenant's obligations under this
Lease. Further, Tenant agrees that Landlord shall not be liable for any damages
resulting to Tenant from effecting compliance with Tenant's obligations under
this Lease not caused by the negligence of Landlord; (3) Landlord may terminate
this Lease, in which event Tenant shall immediately surrender the Premises to
Landlord, and if Tenant fails to surrender the Premises, Landlord may, without
prejudice to any other remedy which it may have for possession or arrearages in
rent, enter upon and take possession of the Premises, by any lawful means, and
remove Tenant and any other person who may be occupying all or any part of the
Premises without being liable for any claim for damages. Tenant agrees to pay on
demand the amount of all loss and damage which Landlord may suffer by reason of
the termination of this Lease under this section, whether through liability to
refer the Premises on satisfactory terms or otherwise. Notwithstanding any other
remedy set forth in this Lease, in the event Landlord has made rent concessions
of any type or character, or waived any Base Rent, and Tenant fails to take
possession of the Premises on the Commencement or Completion Date or otherwise
defaults at any time during the term of this Lease, the rent concessions,
including any waived Base Rent, shall be canceled and the amount of the Base
Rent or other rent concessions shall be due and payable immediately as if no
rent concessions or waiver of any Base Rent had ever been granted. A rent
concession or waiver of the Base Rent shall not relieve Tenant of any obligation
to pay any other charge due and payable under this Lease including without
limitation any sum due under section 2.02. Notwithstanding anything contained in
this Lease to the contrary, this Lease may be terminated by Landlord only by
mailing or delivering written notice of such termination to Tenant, and no other
act or omission of Landlord shall be construed as a termination of this Lease.
Any property left on the demised premises at the expiration or other termination
of this Lease, or after the happening of any of the events of default set forth
in section 11.01 above, may, at the option of Landlord, either be deemed
abandoned or be placed in storage at a public warehouse in the name of and for
the account of and at the expense and risk of Tenant. If such property is not
claimed by Tenant within ten days after such expiration, termination, or the
happening of an event of default, it may be sold or otherwise disposed of by
Landlord.
Page 12 of 16
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Tenant expressly releases Landlord of and from any and all claims and liability
for damage to or loss of property left by Tenant upon the demised premises at
the expiration or other termination of this Lease, and Tenant hereby
indemnifies Landlord against any and all claims and liability with respect
thereto.
ARTICLE 12.00 RELOCATION
12.01 RELOCATION OPTION. Landlord reserves the right, at its option,
to be exercised in a reasonable manner, during any extended or renewal term of
this Lease and upon ninety (90) days prior written notice to transfer and
remove Tenant from the Premises to any other available space in the building of
substantially equal size and efficiency of useable area. In the event that the
relocation space is located on the first floor of the Building, Landlord shall
drywall over window areas and shall provide other security measures that are
reasonably necessary to maintain the security of Tenant's relocation premises.
12.02 EXPENSES. Landlord shall pay all reasonable out-of-pocket
expenses of any such relocation, including the expenses of moving and
reconstruction of all Tenant furnished and Landlord furnished improvements the
cost of Tenant's computer consultants incurred in relation to any such
relocation, reinstallation and reconnection of electrical and HVAC systems and
any temporary space arrangements required by Tenant to replace its uses for the
Premises during any such relocation period. Landlord shall complete all
improvements to the relocation premises prior to any relocation contemplated
herein. In the event of such relocation, this Lease shall continue in full force
and effect without any change in the terms or conditions of this Lease, but with
the new location substituted for the old location set forth in sections 1.02 and
1.03 of this Lease.
ARTICLE 13.00 DEFINITIONS
13.01 ABANDON. "Abandon" means the vacating of all or a substantial
portion of the Premises by Tenant, accompanied by a default in payment of rent
due under this Lease.
13.02 FORCE MAJEURE. "Force Majeure" is defined for purposes of this
Lease as strikes, lockouts, sit-downs, material or labor restrictions by any
governmental authority, unusual transportation delays, riots, floods, walkouts,
explosions, earthquakes, fire, storms, weather (including wet grounds or
inclement weather) or other events beyond the reasonable control of a party
which prevent timely performance by such party of an act required or
contemplated by this Lease.
13.03 BUILDING. "Building" as used in this Lease means the Building
described in section 1.03, including the Premises and the land upon which the
Building is situated.
13.04 COMMENCEMENT DATE. "Commencement Date" shall be the date set
forth in section 1.03. The Commencement Date shall constitute the commencement
of the term of this Lease for all purposes, whether or not Tenant has actually
taken possession.
13.05 COMPLETION DATE. "Completion Date" shall be the date on which
the improvements erected and to be erected upon the Premises shall have been
completed in accordance with the plans and specifications described in Article
6.00. The Completion Date shall constitute the commencement of the Term of this
Lease for all purposes, whether or not Tenant has actually taken possession.
Landlord shall use its best efforts to establish the Completion Date as the date
set forth in section 1.03. In the event that the improvements have not in fact
been completed as of that date, Tenant shall notify Landlord in writing of its
objections. Landlord shall have a reasonable time after delivery of the notice
in which to take such corrective action as may be necessary and shall notify
Tenant in writing as soon as it deems such corrective action has been completed
and the improvements are ready for occupancy. Upon completion of construction,
Tenant shall deliver to Landlord a letter accepting the Premises as suitable for
the purposes for which they are let and the date of such letter shall constitute
the commencement of the term of this Lease. Whether or not Tenant has executed
such letter of acceptance, taking possession of the Premises by Tenant shall be
deemed to establish conclusively that the improvements have been completed in
accordance with the plans and specifications, are suitable for the purposes for
Page 13 of 16
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which the Premises are let, and that the Premises are in good and satisfactory
condition as of the date possession was so taken by Tenant except for latent
defects, if any.
13.06 SQUARE FEET. "Square feet" or "square foot" as used in this
Lease includes the area contained within the Premises together with a common
area percentage factor of the Premises proportionate to the total Building area.
ARTICLE 14.00 MISCELLANEOUS
14.01 WAIVER. Failure of Landlord to declare an event of default
immediately upon its occurrence, or delay in taking any action in connection
with an event of default, shall not constitute a waiver of the default, but
Landlord shall have the right to declare the default at any time and take such
action as is lawful or authorized under this Lease. Pursuit of any one or more
of the remedies set forth in Article 11.00 above shall not preclude pursuit of
any one or more of the other remedies provided elsewhere in this Lease or
provided by law, nor shall pursuit of any remedy constitute forfeiture or
waiver of any rent or damages accruing to Landlord by reason of the violation
of any of the terms, provisions or covenants of this Lease. Failure by Landlord
to enforce one or more of the remedies provided upon an event of default shall
not be deemed or construed to constitute a waiver of the default or of any
other violation or breach of any of the terms, provisions or covenants
contained in this Lease.
14.02 FORCE MAJEURE. Landlord shall not be required to perform any
covenant or obligation in this Lease, or be liable in damages to Tenant, so
long as the performance or non-performance of the covenant or obligation is
delayed, caused or prevented by force majeure, by Tenant or Tenant's
Representatives.
14.03 ATTORNEYS' FEES. In the event either party to this Lease
defaults in any of the terms, covenants, agreements or conditions contained
herein, the prevailing party shall be entitled to recover from the losing party
reasonable attorneys' fees and costs of suit.
14.04 SUCCESSORS. This Lease shall be binding upon and inure to the
benefit of Landlord and Tenant and their respective heirs, personal
representatives, successors and assigns. It is hereby covenanted and agreed
that should Landlord's interest in the Premises cease to exist for any reason
during the term of this Lease, then notwithstanding the happening of such event
this Lease nevertheless shall remain unimpaired and in full force and effect,
and Tenant hereunder agrees to attorn to the then owner of the Premises,
provided such owner assumes and agrees in writing to perform all of the
unperformed obligations of Landlord under this Lease.
14.05 RENT TAX. [Intentionally Deleted]
14.06 CAPTIONS. The captions appearing in this Lease are inserted only
as a matter of convenience and in no way define, limit, construe or describe
the scope of intent of any section.
14.07 NOTICE. All rent and other payments required to be made by
Tenant shall be payable to Landlord in care of Building Manager at the Building
Manager's address set forth in section 1.03. All payments required to be made
by Landlord to Tenant shall be payable to Tenant at the address set forth in
section 1.03, or at any other address within the United States as Tenant may
specify from time to time by written notice. Any notice or document required or
permitted to be delivered by the terms of this Lease shall be deemed to be
delivered (whether or not actually received) on the third business days after
being deposited in the United States Mail, postage prepaid, certified mail,
return receipt requested, addressed to the parties at the respective addresses
set forth in section 1.03, or at such other address as the addressee may have
specified by notice given in accordance with this section.
14.08 SUBMISSION OF LEASE. Submission of this Lease to Tenant for
signature does not constitute a reservation of space or an option to lease.
This Lease is not effective until execution by and delivery to both Landlord
and Tenant.
Page 14 of 16
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14.09 CORPORATE AUTHORITY. Within five (5) business days after
Landlord's execution and delivery of this Lease, Tenant will provide Landlord
with a certificate of Tenant's secretary or assistant secretary, attesting to
the authorization of this Lease and the authority of the individual signing it
on behalf of Tenant.
14.10 SEVERABILITY. If any provision of this Lease or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Lease and the application of such provisions to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
14.11 LESSOR'S LIABILITY. If Landlord shall be in default under
this Lease 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 right, title and interest of Landlord in the Building as the same may then
be encumbered and neither Landlord nor any person or entity comprising Landlord
shall be liable for any deficiency. In no event shall Tenant have the right to
levy execution against any property of Landlord nor any person or entity
comprising Landlord other than its interest in the Building as herein expressly
provided.
14.12 INDEMNITY. Landlord agrees to indemnify and hold harmless
Tenant from and against any liability or claim, whether meritorious or not,
arising with respect to any broker whose claim arises by, through or on behalf
of Landlord. Tenant agrees to indemnify and hold harmless Landlord from and
against any liability or claim, whether meritorious or not, arising with
respect to any broker whose claim arises by, through or on behalf of Tenant,
other than those brokers identified in Section 1.03.
14.13 RECORDING. Neither this Lease, nor any notice nor memorandum
regarding the terms hereof shall be recorded by Tenant. Any such unauthorized
recording shall give Landlord the right to declare a breach of this Lease and
pursue the remedies provided herein.
14.14 WAIVER OF TRIAL BY JURY. Landlord and Tenant hereby waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties against the other on any matter whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's
use or occupancy of the premises.
ARTICLE 15.00 AMENDMENT AND LIMITATION OF WARRANTIES
15.01 ENTIRE AGREEMENT. IT IS EXPRESSLY AGREED BY TENANT, AS A
MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS LEASE, WITH
THE SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT
OF THE PARTIES, THAT THERE ARE, AND WERE, NO VERBAL REPRESENTATIONS,
WARRANTIES, UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO
THIS LEASE OR TO THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT
INCORPORATED IN WRITING IN THIS LEASE.
15.02 AMENDMENT. THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR
EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LANDLORD AND TENANT.
15.03 LIMITATION OF WARRANTIES. LANDLORD AND TENANT EXPRESSLY
AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY,
HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT
OF THIS LEASE, AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY
SET FORTH IN THIS LEASE.
Page 15 of 16
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ARTICLE 16.00 OTHER PROVISIONS
16.01 DOCUMENTS INCORPORATED BY REFERENCE. Attached hereto are the
following Exhibits which are incorporated by reference as if set forth herein:
Addendum to Lease
Exhibit A - Description of Building and Premises
Exhibit A-2 - Description of Right of Refusal Premises
Exhibit B - Provisions Relating to Construction of Tenant's Space
(Finish Allowance only)
Exhibit C - Rules and Regulations
Exhibit D - Electrical Specifications
Exhibit E - HVAC Standards
Exhibit F - [Intentionally Deleted]
Exhibit G - Landlord's Cleaning Specifications
ARTICLE 17.00 SIGNATURES
Signed at this 5th day of Nov., 1996.
-------------
LANDLORD:
ST. XXXX PROPERTIES, INC.
a Delaware corporation
By: /s/ R. Xxxxxxx Xxxxxxx
---------------------------------
R. Xxxxxxx Xxxxxxx
Vice president-Asset Management
TENANT:
TOTAL PETROLEUM, INC.
a Michigan corporation
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
By: Xxxxxxx X. Xxxx, Sen. V.P.
---------------------------------
(Type Name and Title)
Page 16 of 16
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ADDENDUM
THIS ADDENDUM (the "Addendum") is attached to and made a part of that
certain Lease Agreement (the "Lease") dated as of the 25th day of October, 1996
by and between St. Xxxx Properties, Inc., a Delaware corporation ("Landlord"),
and Total Petroleum, Inc., a Michigan corporation ("Tenant"). In the event of a
conflict between the terms and provisions of the Lease to which this Addendum is
attached and this Addendum, the terms and provisions of this Addendum shall
control. Unless otherwise defined herein, or unless the context otherwise
requires, terms initially capitalized in this Addendum shall have the same
meaning as such initially capitalized terms do in the Lease.
1. Rent. The base rent and Tenant's proportionate share of excess
expenses shall be payable as follows:
a. Base Rent. The base rent (as that term is defined in Section
1.03H of the Lease) shall be payable as follows:
Lease Rentable Lease Annual Monthly
Year Square Feet Rate Payment* Payment
---- ----------- ---- -------- -------
1-5 4,774 $15.75/rsf $75,190.50 $6,265.88
6 4,774 $16.50/rsf $78,771.00 $6,564.25
The term ("Lease Year") shall refer to a twelve month period
commencing with the first day of the first calendar month following the
commencement date unless the commencement date is the first day of a
calendar month, in which case the twelve month period will commence with
the commencement date.
2. Renewal Option. Provided no event of default (or no event which,
with the passage of time or the giving of notice or both, would constitute an
event of default under the Lease) has occurred and is continuing, Tenant shall
have one option to extend the base term of this Lease for a period of five (5)
years by giving the Landlord written notice at least one hundred eighty (180)
days prior to the expiration of the then current term of this Lease. Upon the
giving of such notice, this Lease shall be considered as extended for such
option term upon the same terms, conditions and covenants as are contained in
this Lease except that the base rent (as that term is hereinabove defined)
shall be calculated by multiplying the number of rentable square feet of the
Premises by the then existing market rate agreed upon by Landlord and Tenant
which Landlord or other Landlords are asking of Tenants or prospective Tenants
for comparable space in other comparable developments in the area. If Landlord
and Tenant cannot agree on the market rate for the purposes of determining base
rent within forty-five (45) days after the date of Tenant's notice, then this
renewal option shall be of no further force or effect.
3. Right of Refusal. During the initial term of the Lease Tenant shall
have a right of refusal, subject to existing rights granted to other tenants,
to lease Suite 100 located on the first floor of the Building as identified in
Exhibit "A-2" to the Lease (and which shall be referred to as the "Expansion
Space"), if and when Landlord makes the Expansion Space, or any part thereof,
available for leasing to others, upon the following terms and conditions:
A. In the event that (i) the Expansion Space, or any part thereof,
becomes or is about to become available for leasing, and (ii) if
Landlord receives a bona fide offer for the lease of all or any
portion of the Expansion Space, then Landlord shall notify Tenant
of such fact, and Tenant shall have the right of refusal to lease
that portion of the Expansion Space at the rent and on the terms
and conditions contained in Landlord's offer.
B. The right of refusal will be extended by Landlord giving Tenant
written notice of the particular offer received by Landlord,
together with a summary of the offer, requiring Tenant to accept
the offer and to sign an appropriate lease agreement with respect
to the subject portion of the Expansion Space at the rent and on
the terms set forth in the offer. Tenant shall accept or reject
the offer contained in Landlord's notice within three (3)
business days after the receipt of such notice. If the lease with
Tenant for the Expansion
33
Space is not signed within the 3-business day period following
receipt of Landlord's notice. Landlord will have the right to
accept the offer free of the rights of Tenant under this
Paragraph 3. Any space leased by Tenant will be added to the
Leased Premises as of the date provided in the offer, and the
rent will be adjusted to reflect the rent provided to be paid in
accordance with the offer. Tenant agrees to execute amendments
to the Lease to reflect additions to the Leased Premises
resulting from the exercise of the right of refusal to lease.
Tenant's lease of any space pursuant to this right of refusal
will be on all the terms and conditions set forth in this Lease
except as to any terms in the offer that differ from the terms
of the Lease, which will be set forth in Landlord's notice.
Landlord is under no obligation to offer for lease all or any
portion of the Third Expansion Space to Tenant or any other
person.
C. Notwithstanding any other provision set forth above, it is
agreed that (i) Tenant shall not be permitted to exercise any of
its rights contained in this Paragraph 3 at any time when the
Lease is not in effect or at any time when Tenant is in default
under any of the terms, covenants, conditions, provisions or
agreements of the Lease, (ii) in the event that Tenant assigns
the Lease or sublets any portion of the Leased Premises at any
time this Paragraph 3 shall be of no further force or effect,
and (iii) Tenant may not exercise the right contained in this
Paragraph 3 if the effective date of the addition of the
Expansion Space to the premises previously leased would be at
any time during the last six months of the term of the Lease.
Tenant acknowledges that it is only being granted a right of
refusal, that is subject and subordinate to the rights of ICM
Mortgage Company.
D. In the event that Tenant fails to exercise the foregoing right
of refusal and Landlord leases all or a portion of the Expansion
Space pursuant to Landlord's offer as provided in this Paragraph
3, time being strictly of the essence, Tenant's right of refusal
shall be null and void.
4. Signage. Landlord agrees to provide Tenant with one standard suite
sign, floor directory strip identification and main lobby directory strip
identification to be installed prior to Tenant's occupancy.
LANDLORD:
ST. XXXX PROPERTIES, INC.
By: /s/ R. Xxxxxxx Xxxxxxx
--------------------------------
R. Xxxxxxx Xxxxxxx
Vice President-Asset
Management
TENANT:
TOTAL PETROLEUM, INC., a Michigan
corporation.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxx X. Xxxx
------------------------------
Title: Sen. V.P.
-----------------------------
2
34
EXHIBIT A
[MAP]
ATRIUM I
0000 XXXXXX XXXXX
XXXXXXXXX, XXXXXXXX
35
EXHIBIT A-2
[FLOORPLAN]
36
EXHIBIT "B"
PROVISIONS RELATING TO CONSTRUCTION OF TENANT'S SPACE
(FINISH ALLOWANCE ONLY)
1. Landlord will provide Tenant with a construction credit in the sum of
up to sixteen dollars ($16.00) per rentable square foot, which equals
Seventy-Six Thousand Three Hundred Eighty-Four and No/100 Dollars ($76,384.00)
(the "Construction Credit"), which may be used only against the cost of design
and construction by Tenant of Improvements or alterations permanently installed
and incorporated in the realty of the Premises, including space plans, working
drawings and initial relamping of the Premises (excluding specifically fixture,
furniture and equipment), as contemplated under the plans and specifications and
working drawings to be prepared by an architect selected by Tenant and initialed
by Tenant and by Landlord for identification and approval (the "Plans").
Notwithstanding the foregoing, Landlord shall pay costs associated with the
preparation of a preliminary schematic plan up to the amount of ten cents ($.10)
per rentable square foot. In addition, Landlord will provide for Tenant's use
during the term of the Lease certain raised floor computer flooring, a fifteen
(15) ton and a five (5) ton Liebert cooling units and a 75 kva power
conditioner, currently located in the Building's first floor computer room, all
in their current "as-is" condition and repair, to be maintained and repaired by
Tenant during the term of the Lease. Tenant will cause such work (the "Work") to
be performed in a good and workmanlike manner and in accordance with the Plans.
If the Construction Credit is not used within one year of the Commencement Date,
the unused portion shall revert back to Landlord.
2. Landlord agrees to deliver to Tenant, and Tenant agrees to accept
from Landlord, possession of the Premises not later than November 1, 1996.
3. Landlord shall make reasonable efforts to pay the Construction Credit
to Tenant, or any applicable portion thereof, within fifteen (15) business days
of Tenant's presentation to Landlord of Tenant's contractor's invoice for work
performed, together with appropriate lien waivers and certification of
completion of such work (or portion of work) from Tenant's architect.
37
EXHIBIT "C"
RULES AND REGULATIONS
1. Landlord agrees to furnish Tenant two (2) keys without charge.
Additional keys will be furnished at a nominal charge. Except as otherwise
permitted by the terms of this Lease, Tenant shall not change locks or install
additional locks on doors without prior consent of Landlord. Tenant shall not
make or cause to be made duplicates of keys procured from Landlord without
prior approval of Landlord. All keys to Premises shall be surrendered to
Landlord upon termination of this Lease.
2. Tenant will refer all contractors, contractor's representatives and
installation technicians rendering any service on or to the Premises for Tenant
to Building Manager for its approval before performance of any contractual
service. Tenant's contractors and installation technicians shall comply with
Landlord's rules and regulations pertaining to construction and installation.
This provision shall apply to all work performed on or about the Premises,
including installation of telephones, telegraph equipment, electrical devices
and attachments and installations of any nature affecting floors, walls,
woodwork, trim, windows, ceilings and equipment or any other physical portion
of the Premises.
3. Tenant shall not at any time occupy any part of the Premises as
sleeping or lodging quarters.
4. Tenant shall not place, install or operate on the Premises or in any
part of the Building any engine, stove or machinery, or conduct mechanical
operations or xxxx thereon or therein, (except for stove, microwave oven and
other similar kitchen appliances in the employee lounge) or place or use in or
about the Premises any explosives, gasoline, kerosene, oil, acids, caustics, or
any flammable, explosive or hazardous material without written consent of
Landlord.
5. Landlord will not be responsible for lost or stolen personal
property, equipment, money or jewelry from the Premises regardless of whether
such loss occurs when the area is locked against entry or not, unless due to
Landlord's or its agents' or employees' gross negligence or willful misconduct.
6. No dogs, cats, fowl, or other animals shall be brought into or kept
in or about the Premises, with the exception of seeing eye dogs.
7. Employees of Landlord shall not receive or carry messages for or to
any Tenant or other person or contract with or render free or paid services to
any Tenant or to any of Tenant's Representatives.
8. None of the parking, plaza, recreation or lawn areas, entries,
passages, doors, elevators, hallways or stairways shall be blocked or
obstructed or any rubbish, litter, trash, or material of any nature placed,
emptied or thrown into these areas or such area used by Tenant or Tenant's
Representatives at any time for purpose inconsistent with their designation by
Landlord.
9. The water closets and other water fixtures shall not be used for any
purpose other than those for which they were constructed, and any damage
resulting to them from misuse or by the defacing or injury of any part of the
Building shall be borne by the person who shall occasion it. No person shall
waste water by interfering with the faucets or otherwise.
10. No person shall disturb occupants of the Building by the use of any
radios, record players, tape recorders, musical instruments, the making of
unseemly noises or any unreasonable use.
11. Nothing shall be thrown out of the windows of the Building or down
the stairways or other passages.
12. Tenant and Tenant's Representatives shall park their vehicles only in
those parking areas designated by Landlord. Tenant shall furnish Landlord with
state automobile license numbers of Tenant's vehicles and its employees'
vehicles within five (5) days after taking possession of the Premises and shall
notify Landlord of any changes within five (5) days after such change occurs.
Tenant shall not leave any vehicle in a state of disrepair (including without
38
limitation, flat tires, out of date inspection stickers or license plates) on
the Premises. If Tenant or Tenant's Representatives park their vehicles in areas
other than the designated parking areas or leave any vehicle in a state of
disrepair, Landlord, after giving written notice to Tenant of such violation,
shall have the right to remove such vehicles at Tenant's expense.
13. Parking in a parking garage or area shall be in compliance with all
parking rules and regulations including any sticker or other identification
system established by Landlord. Failure to observe the rules and regulations
shall terminate Tenant's right to use the parking garage or area and subject the
vehicle in violation of the parking rules and regulations to removal and
impoundment. No termination of parking privileges or removal or impoundment of a
vehicle shall create any liability on Landlord or be deemed to interfere with
Tenant's right to possession of its Premises. Vehicles must be parked entirely
within the stall lines and all directional signs, arrows and posted speed limits
must be observed. Parking is prohibited in areas not striped for parking, in
aisles, where "No Parking" signs are posted, on ramps, in cross-hatched areas,
and in other areas as may be designated by Landlord. Parking stickers or other
forms of identification supplied by Landlord shall remain the property of
Landlord and not the property of Tenant and are not transferable. Every person
is required to park and lock his vehicle. All responsibility for damage to
vehicles or persons is assumed by the owner of the vehicle or its driver, unless
due to Landlord's or its agents' or employees' gross negligence or willful
misconduct.
14. Movement in or out of the Building of furniture or office supplies and
equipment, or dispatch or receipt by Tenant of any merchandise or materials
which require use of elevators or stairways, or movement through the Building
entrances or lobby, shall be restricted to hours designated by Landlord. All
such movement shall be under supervision of Building Manager and carried out in
the manner agreed between Tenant and Building Manager by prearrangement before
performance. Such prearrangement will include determination by Building Manager
of time, method, and routing of movement and limitations imposed by safety or
other concerns which may prohibit any article, equipment or any other item from
being brought into the Building. Tenant assumes, and shall indemnify Landlord
against, all risks and claims of damage to persons and properties arising in
connection with any said movement.
15. Tenant shall not lay floor covering within the Premises without
written approval of the Landlord. The use of cement or other similar adhesive
materials not easily removed with water is expressly prohibited.
16. Tenant agrees to cooperate and assist Landlord in the prevention of
canvassing, soliciting and peddling within the Building.
17. Landlord reserves the right to exclude from the Building, between the
hours of 6:00 p.m. and 7:00 a.m. on weekdays and at all hours on Saturday,
Sunday and legal holidays, all persons who are not known to the Building
security personnel and who do not present a pass to the Building signed by the
Tenant. Each Tenant shall be responsible for all persons for whom it supplies a
pass.
18. It is Landlord's desire to maintain in the Building the highest
standard of dignity and good taste consistent with comfort and convenience for
Tenant and Tenant's Representatives. Any actions or condition not meeting this
high standard should be reported directly to Landlord. Your cooperation will be
mutually beneficial and sincerely appreciated. Landlord reserves the right to
make such other and further reasonable rules and regulations as in its judgment
may from time to time be necessary, for the safety, care and cleanliness of the
Premises and for the preservation of good order therein.
2
39
EXHIBIT "D"
ELECTRICAL SPECIFICATIONS
480V electric power will be provided to the floor on which the Premises are
located. Such power shall be subject to interruptions and voltage fluctuations
caused by Public Service Company of Colorado or other supplier of electric power
and energy for the Building; provided, that Landlord shall not purchase electric
power on any basis that permits the supplier to interrupt service to the
Building or to prefer other power customers during periods of partial
curtailment or shortfall.
40
EXHIBIT "E"
HVAC STANDARDS
Assuming an occupancy load of one person per 250 rentable square feet or
assuming a temporary occupancy load in the event of an emergency or other
unusual circumstance, lasting no longer than a one week period, of one person
per 200 rentable square feet and an energy load of 5 xxxxx per rentable square
foot of space (in each case excluding square footage inside Tenant's computer
room), the HVAC system shall be consistently capable of maintaining interior
space (outside Tenant's computer room) temperatures of (1) 75 degrees F dry bulb
plus or minus 2 degrees F under exterior summer conditions of 91 degrees F dry
bulb and 63 degrees F wet bulb, and (2) 72 degrees F dry bulb plus or minus 2
degrees F under exterior winter conditions of 1 degree F dry bulb. The Premises
shall include at least one functional thermostatic control, located outside
Tenant's computer room.
41
EXHIBIT G
JANITORIAL SERVICES
WASTE CONTAINERS
1. Empty office waste containers Daily
2. Empty washroom waste containers Daily
ASH TRAYS
1. Empty and damp wipe ash trays Daily
2. Wash ash trays As necessary
FLOORS -- Tile and Concrete
1. Dust tiled office floors with chemically treated dust mops Daily
2. Wax (spray type) progressively As necessary
3. Damp mop floors for spillage As necessary
4. Buff tiled floors As necessary
5. Strip and refinish As necessary
FLOORS -- Carpet
1. Vacuum traffic area carpeting Daily
2. Detail vacuum all carpeting Weekly
3. Move chair floor pads when vacuuming Monthly
4. Spot clean carpeting As necessary
GLASS PARTITIONS
1. Wash entire glass Monthly
2. Remove spots from glass As necessary
DOORS
1. Remove spots and fingerprints Daily
2. Wash entrance glass Weekly
DUSTING
1. Dust furniture, file cabinets, phones and all other
horizontal surfaces Daily
2. Dust coat racks Daily
3. Dust window xxxxx Daily
4. Dust baseboards and other dust gathering surfaces Weekly
WASHROOMS
1. Wash and sanitize fixtures Daily
2. Clean mirrors, shelves, etc. Daily
3. Replenish supplies Daily
4. Wash and disinfect floors Daily
5. Spot clean windows Weekly
6. Spot clean walls Weekly
7. Machine scrub floors Monthly
WINDOW COVERINGS
1. Close and fully extend blinds Daily
2. Wash and clean window xxxxx Weekly
3. Wash and clean blinds Twice Monthly
PUBLIC AREAS
1. Polish elevator rails Daily-Nightly
2. Stairwells swept clean Daily
3. Glass doors, corridors and lobby areas to be cleaned Daily
4. Spot clean carpets Weekly
5. Brick pavers stripped and cleaned As necessary
"In this Exhibit, "Daily" means Monday through Friday except nationally
recognized holidays."
