EXHIBIT 10.9
OFFICE LEASE
1. THIS LEASE, dated FEBRUARY 6, 1996 is between Stream Associates,
Inc. dba Metro Tech Center Office Park a corporation organized under the laws of
the State of Illinois hereinafter called the Landlord, and REAADS MEDICAL
PRODUCTS, INC.
hereinafter called the Tenant. The Landlord does hereby demise and lease unto
the Tenant the premises known and described as 12061 TEJON (IN ITS ENTIRETY)
in the City of WESTMINSTER, State of Colorado, for the term of 60 MONTHS
TERM
beginning ON THE DATE OF TENANT FINISH COMPLETION/OCCUPANCY and ending on
LAST DAY OF 60TH MONTH unless the term hereof shall be sooner terminated as
hereinafter provided.
RENT
2. IN CONSIDERATION of the rent and the performance of the covenants
and provisions herein, the Tenant agrees to pay to the Landlord as rent for the
full term aforesaid, the sum of $579,560.00 payable as follows:
AS PER ATTACHMENT
which said sums shall be due and payable in advance on the first day of each and
every calendar month during said term at the office of the Landlord at
such location as the Landlord may designate in writing.
SECURITY DEPOSIT
3. The Landlord acknowledges receipt of a security deposit in the
amount of $9000.00, $4000.00 OF WHICH IS ON DEPOSIT FROM EXISTING LEASE.
SERVICES
4. SEE ATTACHMENT #4.
CHARACTER OF OCCUPANCY
5. Tenant agrees that the demised premises shall be used and
occupied only as SEE ATTACHMENT #5 in a careful, safe and proper manner, and
that Tenant will pay on demand for any damage to the premises caused by the
misuse of same by Tenant, or Tenant's agents or employees. Tenant agrees that
Tenant will not use or permit the demised premises to be used for any purposes
prohibited by the laws of the United States or the State of Colorado, or the
ordinances of the City or County in which the property is located.
Tenant will not use or keep any substance or material in or about the
demised premises which may vitiate or endanger the validity of the insurance on
said building or increase the hazard of the risk, or which may prove offensive
or annoying to other tenants of the building.
Tenant will not permit any nuisance in the demised premises.
ALTERATIONS
6. The Landlord shall have the right AFTER PRIOR NOTICE TO TENANT to
enter the demised premises to examine and inspect the same, or to make such
repairs, additions, or alterations as it may deem necessary or proper for the
safety, improvement or preservation thereof, and shall at all times have the
right, at its election, to make such alterations or changes to other portions of
said building as it may from time to time deem necessary and desirable.
Tenant shall make no alterations in or additions to the demised premises
without first obtaining the written consent of Landlord. Tenant shall permit no
liens to be attached to the property as a result of any alterations. All
additions or improvements made by the Tenant (except only movable office
furniture) mUST BE APPROVED BY LANDLORD.
SUBLETTING
7. Tenant agrees that it will not sublet the demised premises, or
any part thereof, nor assign this Lease, or any interest therein, without first
obtaining the written consent of the Landlord, which consent shall not be
unreasonably withheld.
INSOLVENCY
8. Any assignment for the benefit of creditors or by operation of
law shall not be effective to transfer any rights hereunder to the said assignee
without the written consent of the Landlord first having been obtained. It is
further agreed between the parties hereto that if Tenant shall be declared
insolvent, or if any assignment of Tenant's property shall be made for the
benefit of creditors or otherwise, or if Tenant's leasehold interest herein
shall be levied upon under execution, or seized by virtue of any writ of any
court of law, or a Receiver be appointed for the property of Tenant, whether
under the operation of State or Federal statutes, then and in any such case,
Landlord may, at its option, terminate this Lease and retake possession of said
premises, without being guilty of any manner of trespass or forcible entry or
detainer, and without the same working any forfeiture of the obligations of
Tenant hereunder.
In case the Tenant is adjudicated a bankrupt, or proceeds or is
proceeded against under any State or Federal laws, for relief of debtors, or in
case a receiver is appointed to wind up and liquidate the affairs of the Tenant,
the Landlord, at its election, shall have a provable claim in bankruptcy or
receivership in an amount equal to at least the sum of the last 12 monthly
payments of the rental provided for herein, which sum is fixed and liquidated by
the parties hereto as the minimum amount of the damages sustained by the
Landlord as a result of the bankruptcy or receivership of the Tenant, and the
amount of said damages may be satisfied, at the election of the Landlord, out of
any moneys or securities deposited hereunder as security for the payment by the
Tenant of the rent herein provided for.
BREACH
9. At the Landlord's option, it shall be deemed a breach of this
Lease if Tenant defaults (a) in the payment of the rent or any other monetary
obligation herein; or (b) in the performance of any other term or condition of
this Lease. Landlord may elect to cure such default and any expenses of curing
may be added to the rent and shall become immediately due and payable. In the
event that Landlord elects to declare a breach of this Lease, Landlord shall
give Tenant three (3) days written notice requiring payment of the rent or
compliance with the other terms or provisions of the lease, or delivery of the
possession of the premises. In the event any default remains uncorrected after
three (3) days written notice, the Landlord, at the Landlord's option, may
declare the term ended, repossess the premises, expel the tenant and remove the
effects of the Tenant, all without being deemed guilty in trespass of a forcible
entry and detainer and without prejudice to any other remedies to which the
Landlord may be entitled. If at any time this Lease is terminated under this
paragraph, the Tenant agrees to peacefully surrender the premises to the
Landlord immediately upon termination, and if the Tenant remains in possession
of the premises, the Tenant shall be deemed guilty of unlawful detention of the
premises. Landlord shall be entitled to recover from the Tenant all damages by
reason of the Tenant's default, including but not limited to the cost to recover
and repossess the premises, the expense of reletting, necessary renovation and
alteration expenses, attorney fees, commissions and the rent for the balance of
the term of this Lease.
SECURITY DEPOSIT
10. The Landlord acknowledges receipt of the aforementioned deposit
to be held by the Landlord for the faithful performance of all of the terms,
conditions and covenants of this Lease. The Landlord may apply the deposit to
cure any default under the terms of this Lease and shall account to the Tenant
for the balance. The Tenant may not apply the deposit hereunder to the payment
of the rent reserved hereunder or the performance of other obligations.
PREMISES VACATED DURING TERM OF LEASE
11. If the Tenant shall abandon or vacate said premises before the
end of the term of this Lease, the Landlord may, at its option, enter said
premises, remove any signs of the Tenant therefrom, and re-let the same, or any
part thereof, as it may see fit, without thereby voiding or terminating this
Lease, and for the purpose of such re-letting, the Landlord is authorized to
make any repairs, changes, alterations or additions in or to said demised
premises, as may, in the opinion of the Landlord, be necessary or desirable for
the purpose of such re-letting, and if a sufficient sum shall not be realized
from such re-letting (after payment of all the costs and expenses and the
collection of rent accruing therefrom), each month to equal the monthly rental
agreed to be paid by the Tenant under the provisions of this Lease, then the
Tenant agrees to pay such deficiency each month upon demand therefor.
REMOVAL OF TENANT'S PROPERTY
12. If the Tenant shall fail to remove all effects from said premises
upon the abandonment thereof or upon the termination of this Lease, the
Landlord, at its option, may remove the same in any manner and store the said
effects without liability to the Tenant for loss thereof, and the Tenant agrees
to pay the Landlord on demand, any and all expenses incurred in such removal,
including court costs and attorney's fees and storage charges on such effects
for any length of time the same shall be in the Landlord's possession. The
Landlord, at its option, and after 30 days notice to Tenant, may sell said
effects, or any of the same, at private sale and without legal process, for such
prices as the Landlord may obtain, and apply the proceeds of such sale upon any
amounts due under this Lease from the Tenant to the Landlord and upon the
expense incident to the removal and sale of said effects, rendering the surplus,
if any, to the Tenant.
LOSS OR DAMAGE TO TENANT'S PROPERTY
13. All personal property of any kind or description whatsoever in
the demised premises shall be at the Tenant's sole risk, and the Landlord shall
not be held liable for any damage done to or loss of such personal property, or
for damage or loss suffered by the business or occupation of the Tenant arising
from any act or neglect of covenants or other occupants of the building, or of
their employees or the employees of the Landlord or of other persons, or from
bursting, overflowing or leaking of water, sewer or steam pipes, or from heating
or plumbing fixtures, or from electric wires, or from gases, or odors, or caused
in any other manner whatever, except in the case of willful neglect on the part
of the Landlord.
Tenant shall hold Landlord, Landlord's agents and their respective
successors and assigns, harmless and indemnified from all injury, loss, claims
or damage to any person or property while on the demised premises or any other
part of Landlord's property, or arising in any way out of Tenant's business,
which is occasioned by an act or omission of Tenant, its employees, agents,
invitees, licensees or contractors.
LIEN ON TENANT'S FURNISHINGS.
14. THIS SECTION DELETED.
SURRENDER OF POSSESSION
15. The Tenant agrees to deliver up and surrender to the Landlord
possession of said premises at the expiration or termination of this Lease, by
lapse of time or otherwise, in as good repair as when the Tenant obtained the
same at the commencement of said term, excepting only ordinary wear and tear, or
damage by the elements (occurring without the fault of the Tenant or other
persons permitted by the Tenant to occupy or enter the demised premises or any
part thereof), or by act of God, or by insurrection, riot, invasion or
commotion, or of military or usurped power.
FIRE CLAUSE
16. If the demised premises or said building, shall be so damaged by
fire or other catastrophe as to render said premises wholly untenantable, and if
such damage shall be so great that a competent architect selected by the
Landlord, shall certify in writing to the Landlord and the Tenant that said
premises, with the exercise of reasonable diligence, cannot be made fit for
occupancy within ninety (90) days from the happening thereof, then this Lease
shall cease and terminate from the date of the occurrence of such damage; and
the Tenant thereupon shall surrender to the Landlord said premises and all
interest therein, and the Landlord may reenter and take possession of said
premises and remove the Tenant therefrom. The Tenant shall pay rent, duly
apportioned, up to the time of such termination of this Lease.
If, however, the damage shall be such that such an architect so shall
certify that said demised premises can be made tenantable within such number of
days from the happening of such damage by fire or other catastrophe, then the
Landlord shall repair the damage so done with all reasonable speed, and the rent
shall be abated only for the period during which the Tenant shall be deprived of
the use of said premises by reason of such damage and the repair thereof.
If said demised premises, without the fault of the Tenant, shall be
slightly damaged by fire or other catastrophe but not so as to render the same
untenantable, the Landlord, after receiving notice in writing of the occurrence
of the injury, shall cause the same to be repaired with reasonable promptness;
but in such event, there shall be no abatement of the rent.
In case the building throughout be so injured or damaged, whether by
fire or otherwise (though said demised premises may not be affected) that the
Landlord within sixty (60) days after the happening of such injury, shall decide
to reconstruct, rebuild, or raze said building, and shall enter into a legal and
binding contract therefor, then upon thirty (30) days' notice in writing to that
effect given by the Landlord to the Tenant, this Lease shall cease and terminate
from the date of the occurrence of said damage, and the Tenant shall pay the
rent, properly apportioned, up to such date, and both parties hereto shall be
free and discharged of all further obligations hereunder.
In the event of a condemnation or other taking by any governmental
agency, all proceeds shall be paid to the Landlord hereunder, the Tenant waiving
all right to any such payments.
INSURANCE
17. Tenant shall, at Tenant's expense, obtain and keep in full force,
fire and liability insurance as may be reasonably required by the Landlord.
Tenant shall provide copies of such insurance policies upon the Landlord's
request.
ACCEPTANCE OF PREMISES BY TENANT
18. The taking possession of said premises by the Tenant shall be
conclusive evidence as against the Tenant that said premises were in good and
satisfactory condition when possession of the same was taken.
WAIVER
19. No waiver of any breach or Default of any one or more of the
conditions or covenants of this Lease by the Landlord shall be deemed to imply
or constitute a waiver of any succeeding or other breach or Default hereunder.
AMENDMENT OR MODIFICATION
20. The Tenant acknowledges and agrees that it has not relied upon
any statements, representations, agreements or warranties, except such as are
expressed herein, and that no amendment or modification of this Lease shall be
valid or binding unless expressed in writing and executed by the parties hereto
in the same manner as the execution of this Lease.
PAYMENTS AFTER TERMINATION
21. No payments of money by the Tenant to the Landlord after the
termination of this Lease, in any manner, or after the giving of any notice
(other than a demand for the payment of money) by the Landlord to the Tenant,
shall reinstate, continue or extend the term of this Lease or affect any notice
given to the Tenant prior to the payment of such money, it being agreed that
after the service of notice or the commencement of a suit or after final
judgment granting the Landlord possession of said premises, the Landlord may
receive and collect any sums of rent due, or any other sums of money due under
the terms of this Lease, and the payment of such sums of money whether as rent
or otherwise, shall not waive said notice, or in any manner affect any pending
suit or any judgment theretofore obtained.
HOLDING AFTER TERMINATION
22. It is mutually agreed that if after the expiration of this Lease
the Tenant shall remain in possession of said premises without a written
Agreement as to such holding, then such holding over shall be deemed to be a
holding upon a tenancy from month to month at a monthly rental equivalent to the
last monthly payment provided herein, payable in advance on the same day of each
month as above provided; all other terms and conditions of this Lease remaining
the same.
ENTRY BY LANDLORD
23. The Landlord shall have the right, by its officers or agents, to
enter the demised premises to inspect and examine the same. SEE ATTACHMENTS
RULES AND REGULATIONS
24. It is further agreed that the following rules and regulations
shall be and are hereby made a part of this Lease, and the Tenant agrees that
its employees and agents, or any others permitted by the Tenant to occupy or
enter said premises, will at all times abide by said rules and regulations and
that a default in the performance and observance thereof shall operate the same
as any other defaults herein:
(1) The sidewalks, entries, passages, stairways and elevators shall
not be obstructed by the Tenant, or its agents, or used by them
for any purpose other than ingress and egress to and from their
offices.
(2) (a) Furniture, equipment or supplies shall be moved in or out of
the building only upon the elevator designated by Landlord
(if the building is so equipped) and then only during
such hours and in such manner as may be prescribed by
the Landlord.
(b) No safe or article, the weight of which may constitute a
hazard or danger to the building or its equipment, shall be
moved into the premises.
(3) Signs, notices, advertisements, or other inscriptions shall not
be placed upon any part of the building without prior approval of
the Landlord.
(4) The light through the transoms and glass partitions opening into
the halls and other parts of the building shall not be obstructed
in any way by the Tenant.
(5) Restrooms and other water fixtures shall not be used for any
purpose other than that for which the same are intended, and any
damage resulting to the same from misuse on the part of the
Tenant, its agents or employees, shall be paid for by the Tenant.
No person shall waste water by tying back or wedging the faucets,
or in any other manner.
(6) No animals shall be allowed in the offices, halls, corridors and
elevators in the building.
(7) Bicycles or other vehicles shall not be permitted in the offices,
halls, corridors and elevators in the building, nor shall any
obstruction of sidewalks or entrances of the building by such be
permitted.
(8) No person shall disturb the occupants of this or adjoining
buildings or premises by the use of any radio or musical
instrument or by the making of loud or improper noises.
(9) The Tenant shall not allow anything to be placed on the outside
window ledges of the building, nor shall anything be thrown by
the Tenant, its agents or employees, out of the windows or doors,
or down the courts, elevator shafts, or skylights of the
building,
(10) No additional lock or locks shall be placed by the Tenant on any
door in the building unless written consent of the Landlord shall
first have been obtained. A reasonable number of keys to the
demised premises and to the restrooms will be furnished by the
Landlord, and neither the Tenant, its agents or employees, shall
have any duplicate key made. At the termination of this tenancy,
the Tenant shall promptly return all such keys to the Landlord.
(11) No awnings or window coverings shall be attached to the premises
without prior written approval by the Landlord. Tenant shall pay
for any damage caused by the Tenant to any window coverings
supplied by the Landlord.
(12) The Tenant, before closing and leaving the demised premises at
any time, shall see that all windows are closed, in order to
avoid possible damage from fire, storm or freezing.
(13) The use of oil, gas or flammable liquids for heating, lighting or
any other purpose is expressly prohibited. Explosives or other
articles deemed extra hazardous shall not be brought into the
building.
(14) Any painting or decorating as may be agreed to be done by and at
the expense of the Landlord shall be done during regular working
hours. Should the Tenant desire such work done on Sundays,
holidays or outside of regular working hours, the Tenant shall
pay for the extra cost thereof.
(15) The Tenant shall not xxxx upon, paint signs upon, cut, drill
into, drive nails or screws into, or in any way deface the walls,
ceilings, partitions or floors of the demised premises or of the
building. Any defacement, damage or injury caused by the Tenant,
its agents or employees, shall be paid for by the Tenant.
(16) The Landlord reserves the right to make such other and further
reasonable rules and regulations as in its judgment may from time
to time be needful and desirable for the safety, care and
cleanliness of the premises and for the preservation of good
order therein.
Additional Provisions: SEE ATTACHMENTS
QUIET POSSESSION
The Landlord shall warrant and defend the Tenant in the enjoyment and
peaceful possession of the premises during the term aforesaid. All terms,
conditions and covenants to be obsesrved and performed by the parties hereto
shall be applicable to and binding upon their heirs, personal representatives,
successors and assigns. If there are more than one entity or persons which are
the Tenants under this Lease, all covenants and agreements herein to be
observed and performed by the Tenant shall be joint and several.
Should any provision of this Lease violate any federal, state or local
law or ordinance, that provision shall be deemed amended to so comply with such
law or ordinance, and shall be construed in a manner so as to comply.
Executed on February 6, 1996
Attest: /S/ XXXXXX X. XXXXXX Attest: /S/ XXXXXXXX X. XXXXXXX
--------------------- ---------------------
Xxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxxx
Stream Associates Reaads Medical Products, Inc.
12041 Tejon 00000 Xxxxx Xxxxx 000
Xxxxxxxxxxx, XX 00000 Xxxxxxxxxxx, XX 00000
ATTACHMENTS
to Reaads Medical Products, Inc. Lease
#2. RENT SCHEDULE:
First Year SEPT. 1 $109,200 annually $ 9,100.00 / mo. $ 9.10 / sf
Second Year $112,440 annually $ 9,370.00 / mo. $ 9.37 / sf
Third Year $115,800 annually $ 9,650.00 / mo. $ 9.65 / sf
Fourth Year $119,280 annually $ 9,940.00 / mo. $ 9.94 / sf
Fifth Year $122,880 annually $10,240.00 / mo. $10.24 / sf
#4. UTILITIES:
Tenant agrees to pay for electricity, gas and janitorial service for the
demised premises.
#5. FUNCTION:
Landlord and Tenant agree that Tenant shall use the demised premises for
its office headquarters, laboratory research facilities, production
facilities for the manufacture, packaging and distribution of Tenant's
human disease detection products, and other activities related to
Tenant's medical diagnostic business.
Notwithstanding the provisions of the third paragraph of paragraph 5 of
the lease, Landlord acknowledges that Tenant shall be using the demised
premises for the purposes set forth in #5 above and that Tenant may use
and keep on the demised premises such substances (including substances
required by the regulations of the U.S. Food and Drug Administration to
be labeled 'Biological Hazard') as Tenant may reasonably require to
conduct the activities set forth in #5.
#17. INSURANCE:
Tenant shall be responsible for providing insurance on his personal
furnishings, papers, equipment inventory, and other "sets held by his
business and any such liability insurance as he deems appropriate.
Tenant shall not be responsible for any insurance related to structure
or grounds.
#23. LANDLOCKED ACCESS:
(a) It is understood that Landlord shall provide prior notice of the
intent to enter and that any such visit shall occur during normal
business hours.
(b) Landlord shall have the right to show the premises to persons
wishing to lease them at any time within the last sixty days of this
Lease, providing that prior notice be given and that such visits occur
during normal business hours.
#24. LATE PAYMENT PENALTIES:
If rental payments are not received by the 10th day of the month due,
Tenant agrees to pay a late charge equal to ten percent (10%) of the
delinquent amount plus interest on the delinquent amount at ten percent
(10%) per year from the due date, until paid.
#25. OPTION TO EXTEND LEASE:
Tenant shall have the option to / extend the terms of this Lease for one
additional Period of three (3) years. Lease rate shall reflect increases
made as common to other tenants in the complex, not to exceed 5 % in any
given year and adjusted each anniversary.
#26. RIGHT OF FIRST REFUSAL ON OPEN SPACE IN THE COMPLEX:
Tenant shall be informed of any space coming open within the six
buildings on the MetroTech Centre campus. Tenant shall have three (3)
business days to enter into xxxxxxx negotiation for the space or to
advise Landlord that they will forego a lease on that specific space.
Page One of Two / Attachments
#27. INJURY OR DAMAGE:
Tenant covenants and agrees to neither hold nor attempt to hold Landlord
liable for any injury or damage, either proximate or remote, occurring
through or caused by any repairs, alterations, injuries or accident to
the Demised Premises, to adjacent premises or other parts of the
buildings not herein demised, whether by reason of negligence or default
of another Tenant or any other person or otherwise; nor liable for any
injury or damage occasioned by gas, smoke, rain, snow, wind, ice, hail,
or water, however occasioned, lightning, earthquake, war, civil
disorder, strike, defective electrical wiring or the breaking or
stopping of the plumbing or sewage upon or in the building or adjacent
premises, whether said breaking or stoppage results from the freezing or
otherwise. All property kept, stored or in the Demised Premises shall be
at the sole risk of Tenant.
#28. TENANT FINISH REQUIREMENTS:
As required by Tenant and agreed upon by landlord. Final plans to be
attached to this document when available.
In general:
- 14 new walls must be built, totaling approximately 131 feet.
- Demolition of 15 wall areas is required.
- Relocation of 6 or more doors.
- HVAC layout is to be determined and realigned as necessary
- Three sewer/drain lines are to be built or extended.
- Carpet to be replaced and tile to be installed in the
laboratory area.
- Lighting to be realigned as required which may entail
installation of additional units.
It is that this general statement is not intended to define the
specifics of the tenant finish.
Page Two of Two
