LEASE OF OFFICE SPACE
IN
METROCENTER PHASE V
BETWEEN
L&B SERBO FUND
AS LANDLORD AND
PAPNET OF OHIO, INC.
AS TENANT
TABLE OF CONTENTS
ARTICLE I. BASIC LEASE PROVISIONS
Section 1.1 Building
Section 1.2 Premises
Section 1.3 Lease Term
Section 1.4 Base Rental
Section 1.5 Tenant's Share of Operating Costs
Section 1.6 Permitted Uses by Tenant
Section 1.7 Security Deposit
Section 1.8 Commitment Deposit
ARTICLE II. LEASED PREMISES
Section 2.1 Premises Improvement Agreement
Section 2.2 Net Rentable Area
Section 2.3 Agreed Square Footage
ARTICLE III. COMMENCEMENT DATE
Section 3.1 Commencement Date
ARTICLE IV. RENTAL
Section 4.1 Payment
Section 4.2 Base Rental
Section 4.3 Adjustment to Base Rental
Section 4.4 Tenant's Share of Operating Costs
Section 4.4(A) Landlord Records
Section 4.5 Real Estate Taxes
Section 4.6 Rental Definition
ARTICLE V. PERMITTED USES BY TENANT
Section 5.1 Permitted Uses by Tenant
ARTICLE VI. LANDLORD'S SERVICES
Section 6.1 Electricity
Section 6.2 Air-Conditioning
Section 6.3 Heat
Section 6.4 Water
Section 6.5 Janitorial Services
Section 6.6 Elevator Service
Section 6.7 No Liability
Section 6.8 Special and Additional Uses
Section 6.9 Governmental Limits
ARTICLE VII. OTHER IMPOSITIONS
Section 7.1 Other Impositions
ARTICLE VIII. ASSIGNMENT AND SUBLEASE
Section 8.1 Limitations
Section 8.2 Right of First Refusal
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ARTICLE IX. COMPLIANCE WITH LAWS
Section 9.1 Compliance with Laws
ARTICLE X. QUIET ENJOYMENT
Section 10.1 Quiet Enjoyment
ARTICLE XI. SIGNS
Section 11.1 Signs
ARTICLE XII. CARE OF PREMISES AND BUILDING
Section 12.1 Waste
Section 12.2 Alterations, Additions or Improvements
Section 12.3 Flammables, Explosives or Toxic Substances
Section 12.4 Property and Improvements at Tenant's Risk
Section 12.5 Landlord's Repairs and Maintenance
ARTICLE XIII. WAIVER OF CLAIMS AND INDEMNIFICATION
Section 13.1 Waiver of Claims
Section 13.2 Indemnification
Section 13.3 Definition of Landlord and Tenant
ARTICLE XIV. DAMAGE AND DESTRUCTION
Section 14.1 Obligation to Repair of Rebuild
Section 14.2 Commencement and Completion of Work
Section 14.3 Application of Proceeds
Section 14.4 Tenant's Fixtures and Improvements
Section 14.5 Abatement of Rent
Section 14.6 Options to Terminate
Section 14.7 Landlord's Insurance
ARTICLE XV. WAIVER OF SUBROGATION
Section 15.1 Waiver of Subrogation
ARTICLE XVI. TENANT'S INSURANCE
Section 16.1 General Provisions With Regard to Insurance
ARTICLE XVII. EMINENT DOMAIN
Section 17.1 Eminent Domain
ARTICLE XVIII. ACCESS TO PREMISES
Section 18.1 Access to Premises
ARTICLE XIX NOTICES
Section 19.1 Notices
ARTICLE XX. FAILURE TO PERFORM, DEFAULTS, REMEDIES
Section 20.1 Defaults
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Section 20.2 Remedies
Section 20.3 Deficiency
Section 20.4 Breach by Tenant
ARTICLE XXI. CONDITION OF PREMISES
Section 21.1 Condition of Premises
ARTICLE XXII. LANDLORD'S TITLE
Section 22.1 Landlord's Title
ARTICLE XXIII. LANDLORD'S RIGHT TO PERFORM FOR ACCOUNT OF TENANT AND
ATTORNEYS' FEES
Section 23.1 Landlord's Right to Perform for Account of Tenant and
Attorneys' Fees
ARTICLE XXIV. SUCCESSORS AND ASSIGNS
Section 24.1 Successors and Assigns
ARTICLE XXV. RESERVATIONS BY LANDLORD
Section 25.1. Reservations by Landlord
ARTICLE XXVI. RULES AND REGULATIONS
Section 26.1 Rules and Regulations
ARTICLE XXVII. NON-WAIVER
Section 27.1 Non-Waiver
ARTICLE XXVIII. OTHER TENANTS
Section 28.1 Other Tenants
ARTICLE XXIX. MISCELLANEOUS PROVISIONS
Section 29.1 No Constructive Eviction
Section 29.2 Landlord's Lien
Section 29.3 Subordination
Section 29.4 Tenant Estoppel Certificates
Section 29.5 Relocation
Section 29.6 Brokerage Fees
Section 29.7 Unenforceability/Joint and Several Liability
Section 29.8 Headings, Miscellaneous
Section 29.9 Holding Over
Section 29.10 Payments
Section 29.11 Time Is of the Essence
Section 29.12 Overload
Section 29.13 Liability of Landlord
Section 29.14 Addendums, Riders and Exhibits
Section 29.15 Governing Law
Section 29.16 Recordation of Lease
Section 29.17 Not Binding Lease
Section 29.18 Guarantors
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LIST OF EXHIBITS
EXHIBIT A Delineation of Premises
EXHIBIT B Rules and Regulations
EXHIBIT C Premises Improvement Agreement
EXHIBIT C-1 Tenant Improvements
EXHIBIT D Statement Specifying Commencement Date and
Termination Date
EXHIBIT E Additional Space
EXHIBIT F Janitorial Schedule
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METROCENTER PHASE IV
THIS LEASE AGREEMENT, made as of the ________day of August, 1996, by and
between L&B SERBO Fund, hereinafter referred to as "Landlord", and Papnet of
Ohio Inc., an Ohio corporation hereinafter referred to as "Tenant".
WITNESSETH:
WHEREAS, Landlord desires to lease to Tenant certain premises located in
its office building hereinafter defined and Tenant desires to lease the same
upon the terms and conditions and for the good and valuable consideration
described in this lease agreement, hereinafter sometimes referred to as the
"Lease";
NOW, THEREFORE, the parties hereto agree as follows:
I.
BASIC LEASE PROVISIONS
1.1 BUILDING. MetroCenter Phase IV, consisting of approximately
101,536 square feet of Net Rentable Area (as hereinafter defined), located at
000 Xxxxx Xxxxx Xxxxx, Xxxxxx, Xxxx 00000. The term "Building" shall include
the parking lot or other parking facilities used in connection which such
building, the land on which such building is located and all improvements on
such land on which such building is located and all appurtenances with respect
to such land and building.
1.2 PREMISES. The Premises, designated as Suite #140, are located on
the 1st floor(s) of the Building, consist of 1,947 square feet of Net Rentable
Area and are separately outlined and shown on Exhibit "A" attached hereto.
1.3 LEASE TERM. The Lease Term is for a period of sixty (60) months,
commencing on the 15th day of September, 1996, (the "Commencement Date"), unless
otherwise defined in Article III, and ending at midnight on the 14th day of
September, 2001, (the "Termination Date") unless otherwise defined in Article
111, or at such earlier date as this Lease may be terminated as hereinafter
provided.
1.4 BASE RENTAL. The Base Rental rent shall be at the annual rental
rate of $20,443.50 from August 15, 1996 through August 14, 1997; $20,930.25 from
August 15, 1997 through August 14, 1998; and $21,417.00 from August 15, 1998
through August 14, 1999; and $21,903.75 from August 15, 1999 through August 14,
2000; and $22,390.50 from August 15, 2000 through August 14, 2001 payable
monthly in advance in the amount of $1,703.63 per month from August 15, 1996
through August 14, 1997; $1,744.19 from August 15, 1997 through August 14, 1998;
and $1,784,75 from August 15, 1998 through August 14, 1999; and $1,825,31 from
August 15, 1999 through August 14, 2000; and $1,910,88 from August 15, 2000
through August 14, 2001. Base Rental shall also include sales tax, if
applicable. Base Rental shall be adjusted in accordance with Section 4.3 of
this Lease.
1.5 TENANT'S SHARE OF OPERATING COSTS. Tenant's share of Building
Operating Costs and Real Estate Taxes shall be 1.92% of such costs as provided
in Sections 4.4 and 4.5. Tenant's share of Building Operating Costs and Real
Estate Taxes shall include sales tax, if applicable.
1.6 PERMITTED USES BY TENANT. The Premises shall be fully occupied
and used by Tenant exclusively, solely for the following purposes: GENERAL
OFFICE USE.
II.
LEASED PREMISES
2.1 PREMISES IMPROVEMENT AGREEMENT. Landlord leases, demises and lets
to Tenant the Premises and Tenant hereby leases from Landlord the Premises
complete with improvements as set forth under the terms of the Premises
Improvement Agreement, Exhibit "C", attached hereto and executed between
Landlord and Tenant in connection with this Lease.
2.2 NET RENTABLE AREA. The term "Net Rentable Area" as used herein
shall refer to the sum of: (1) the Net Usable Area which is computed by
measuring to the inside finish of the Building's exterior glass line, to the
exterior side of partitions which separate the Premises from the Building's
interior nonrentable areas which are not within the Premises, and to the center
of partitions that separate the Premises from adjoining rentable areas; plus (2)
a pro rata portion of the Building's floor area used for corridors, elevator
lobbies, ground floor lobbies, vestibules, service and freight areas, restrooms,
elevator and mechanical machine rooms, telephone and electrical closets, and
other similar facilities provided for the benefit of all tenants of the
Building, visitors to the Building, or Landlord (such areas collectively defined
as "Common Areas"). No deduction shall be made for columns or projections
necessary to the Building.
2.3 AGREED SQUARE FOOTAGE. It is agreed between the parties hereto
that the square footage of the Premises shall be as stated in Section 1.2 hereof
and shall be considered final for all purposes under this Lease.
III.
COMMENCEMENT DATE
3.1 COMMENCEMENT DATE. Unless otherwise provided herein, the
Commencement Date and Termination Date shall be as set forth in Section 1.3. If
the Landlord is unable to give possession of the Premises on the date set forth
in Section 1.3 by reason of holding over of any tenant or because construction,
repairs, or improvements being made or to be made by Landlord are not
substantially completed, the Commencement Date and Termination Date shall be
postponed for
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the period that possession by Tenant is delayed for causes other than delays
caused by Tenant, but under no circumstances shall Landlord be responsible for
direct or consequential damages because of its inability to furnish possession
to Tenant by any particular date. If the Commencement Date is after the date
set forth in Section 1.3, it shall not be later than the date upon which the
Premises would have been substantially completed but for delays caused by
Tenant. Should Tenant occupy the Premises prior to the date set forth in
Section 1.3, with such early occupancy being in all respects fully approved in
writing by Landlord, all terms of this Lease shall then commence and the term of
this Lease and the Rental provided herein shall go into effect (being prorated
if necessary on an actual daily basis for the first month if the Commencement
Date is other than the first day of a calendar month). It is mutually agreed
that the Commencement Date of the term under such early occupancy shall be the
date Tenant takes occupancy of the Premises and that the Termination Date stated
above shall remain in effect. When the Commencement Date and Termination Date
of the Lease Term have been determined as provided herein, Landlord shall
deliver and Tenant shall execute a statement specifying the Commencement Date
and the Termination Date of the Lease Term, in the form of Exhibit "D" attached
hereto.
IV.
RENTAL
4.1 PAYMENT. Tenant shall pay to Landlord in advance in legal tender
of the United States of America, without any demand, setoff or deduction
whatsoever, at the office of Landlord or at such place or to such agent as
Landlord may from time to time designate in writing, Rental comprised of a Base
Rental, and Tenant's share of Operating Costs and Real Estate Taxes as
hereinafter defined along with sundry charges and reimbursable costs. Landlord
may accept partial payment of any of the payments enumerated in this Section 4.1
without prejudice to any of Landlord's rights or remedies.
4.2 BASE RENTAL. The Base Rental as provided in Section 1.4 shall be
paid in advance, promptly upon the first day of every month of the term hereof
provided that the first month's rent shall be due on the Commencement Date,
whether or not it is the first day of a month. If the initial or final month is
less than a full calendar month, the Base Rental for such month shall be reduced
proportionately.
4.4 TENANT'S SHARE OF OPERATING COSTS.
(a) Landlord shall pay, in the first instance, all Operating
Costs incurred by Landlord in the efficient management, operation and
maintenance of the Building. For these purposes, "Operating Costs" shall
mean, for any calendar year, the sum of all expenses, costs and
disbursements which Landlord shall pay or become obligated
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to pay because of or in connection with the management, operation and
maintenance of the Building, including any parking facilities or lots and
the grounds and land upon which the building and parking facilities or
lot are situated including but not limited to the following: all
management office and administrative expenses; expenses incurred for
heat, cooling and other utilities; cost of all insurance; all Real Estate
Taxes as defined in Section 4.5; cost of janitorial and cleaning service,
trash collection services, pest control and security service; salaries,
wages and other personnel costs of engineer, superintendents,
watchpersons, and all other employees of the Building; charges under
maintenance and service contracts for elevators, chillers, boilers and/or
controls; window cleaning; building and grounds maintenance; parking
facility or lot maintenance; management fees; the cost of permits and
licenses; all maintenance and repair expenses and supplies including
replacement of fluorescent light bulbs and ballasts in building standard
lighting fixtures; amortization or depreciation allocated over the
estimated useful life of each such item, interest and other debt costs
with respect to equipment or capital items purchased which are labor
saving or energy conserving devises used in the maintenance and operation
of the building which eliminate or reduce any component of Operating
Costs or equipment, systems or other capital expenditures purchased to
comply with any law, ordinance, regulation or directive of any
governmental agency or body which law, ordinance, regulation or directive
did not exist at the date of this Lease; and all other costs and expense
properly incurred in the operation and maintenance of an office building.
Operating Costs shall exclude the following: cost of alterations of all
rentable premises; real estate brokers' lease commissions; payment of
principal and interest on mortgages except those qualifying for inclusion
as listed above; cost to Landlord of any work or service performed for
any tenant at the cost of such tenant; and capital expenditures except
those qualifying for Inclusion as listed above.
(b) In determining the amount of Operating Costs for any year,
(1) if less than 95% of the Net Rentable Area contained in the Building
shall have been occupied by tenants or allocated to them, at any time
during the year, Operating Costs shall be deemed for the purposes of this
Paragraph to be increased to an amount equal to the like Operating Cost
which would normally be expected to be incurred had such occupancy and
allocation been 95% and had such occupancy and allocation been made
during the entire period, or (2) if Landlord is not furnishing any
particular work or service (the cost of which, if performed by Landlord,
would constitute an Operating Cost) to a tenant who had undertaken to
perform such work or service in lieu of the performance thereof by
Landlord, Operating Costs shall be deemed for the purposes of this
Paragraph to be increased by an amount equal to the additional Operating
Cost which would reasonably have been incurred during such period by
Landlord if it had, at its own expense, furnished such work or service to
such tenant.
(c) For each calendar year, Tenant agrees to pay, as Additional
Rent, Tenant's pro rata share, as set forth in Section 1.5, of the
Operating Costs for such calendar year hereinafter referred to as
"Operating Costs". Tenant shall pay said Additional Rent in the
following manner:
(i) On or about the Commencement Date, Landlord shall
provide Tenant with a statement of Tenant's share of Operating
Costs from the Commencement Date through December 31 of such year.
Thereafter, prior to the last day of each calendar year falling
within the Lease Term, Landlord shall provide Tenant with a
statement of estimated Operating Costs for the upcoming calendar
year. Said statement shall be based upon Landlord's reasonable
estimate of anticipated costs. Beginning on the Commencement Date
and on January 1 of each other calendar year during the term
hereof, Tenant shall pay, as Additional Rent, its pro rata share
(as set forth in Section 1.5) of said estimated Operating Costs in
twelve (12) equal monthly installments (or in the case of the
initial estimate, the number of months (including the month in
which the Commencement Date occurs) through December 31 of such
year), payable in advance promptly upon the first day of each
month during the term hereof. If Landlord determines that the
Operating Costs are greater than the amount estimated on or about
the Commencement Date, or prior to the last day of the calendar
year, then Landlord may deliver to Tenant on the first day of
March, June, September or
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December as appropriate, the revised amount of Additional Rent and
Tenant shall pay to Landlord within twenty (20) days of Tenant's
notification of the revised amount, the difference between the
amount so estimated and the revised estimate for the portion of
the current calendar year which has expired. Monthly installments
of Additional Rent will be increased for the months following the
receipt by Tenant of the revised estimate of Operating Costs to
Tenant's pro rata share of the annual revised Operating Costs
divided by twelve (12) (or in the case of the initial estimate,
the number of months (including the month in which the
Commencement Date occurs) through December 31 of such year).
(ii) Not more than one hundred eighty (1 80) days
following the last day of each calendar, Landlord shall provide
Tenant with a written statement comparing the amount of estimated
Operating Costs paid by Tenant in and for the calendar year or
part thereof just ended with Tenant's pro rata share, as set forth
in Section 1.5, of the Operating Costs actually incurred for said
period. If the amount of estimated Operating Costs paid by Tenant
for such prior calendar year or part thereof exceeds the amount
Tenant should have paid for said period, Landlord shall give
Tenant a credit against current payments of Rental. If, however,
the amount of estimated Operating Costs paid by Tenant for such
prior calendar year or part thereof is less than the amount Tenant
should have paid for said period, Tenant shall pay Landlord, as
additional rent, the difference within twenty (20) days following
Tenant's receipt of written notice thereof.
4.4(A) LANDLORD RECORDS. Tenant shall have the right to examine locally,
during regular business hours and upon reasonable written notice to Landlord,
Landlord's records of Operating Costs actually incurred for said period at a
location designated by Landlord within 90 days of receipt of the statement of
Operating Costs from Landlord, provided Tenant is not then in default. In the
event of a dispute between the parties with respect to any item of Operating
Costs, said dispute shall be resolved by an independent Certified Public
Accountant approved by both parties. If upon review by the Certified Public
Accountant appointed by the parties it is determined that an adjustment in
Operating Costs should occur and said adjustment is greater than five percent
(5%), then the expense of the review will be paid by Landlord and the
appropriate adjustment made. If the review reveals an adjustment is necessary
but that said adjustment is five percent (5%) or less, then the expense of the
review will be paid by the Tenant and the appropriate adjustment will be made
thereafter. Tenant, its employees, agents and representatives shall hold the
results of the examination and any information obtained in the course of the
examination in strict confidence. Tenant's right of examination shall in no way
affect Tenant's obligations under this Section 4.4 to pay Tenant's pro-rata
share of estimated and actual Operating Costs, but if such examination reveals
any errors, adjustments shall be made between Landlord and Tenant within sixty
(60) days.
4.5 REAL ESTATE TAXES. "Real Estate Taxes" means all general and
special real estate taxes, special assessments and other ad valorem taxes,
levies and assessments (net of any refund) paid upon or in respect of the
Building and the land upon which the Building is located (the "Land") and all
taxes or other charges imposed in lieu of any such taxes including fees of
counsel and experts which are reasonably incurred by, or reimbursable by,
Landlord in seeking any reduction in the assessed valuation of the Building
and/or the Land or a judicial review thereof. If any such application or
review results in a refund on account of any prior assessment, Landlord shall,
after payment of reasonable expenses incurred in connection therewith (whether
by Landlord, Tenant or other tenants of the Building), reimburse Tenant its pro
rata share of such refund. Notwithstanding the foregoing, the term "Real Estate
Taxes" shall under no circumstances include any interest or penalties paid by
Landlord as a result of Landlord's not paying Real Estate Taxes when due and
payable, any net income, franchise or capital gains tax, inheritance tax or
estate tax imposed or constituting a lien upon Landlord or all or any part of
the Building or Land.
4.6 RENTAL DEFINITION. For all purposes with respect to this Lease
and the remedies available to Landlord under the terms hereof and under the laws
of the State of Ohio, the term "Rental" shall include, without limitation, (a)
Base Rental; (b) Tenant's share of Operating Costs;
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and (c) sundry charges and reimbursable costs as otherwise provided for in this
Lease, made during the made during the term of this Lease. Any Rental payment
due hereunder shall be deemed delinquent if not received by Landlord on the date
on which it first became due.
V.
PERMITTED USES BY TENANT
5.1 PERMITTED USES BY TENANT. Tenant represents, covenants and
warrants that the Premises will be used by its agents, employees, etc. lawfully
for the purposes set forth in Section 1.6 and for no other purpose.
VI.
LANDLORD'S SERVICES
6.1 ELECTRICITY. Landlord shall furnish or cause to be furnished,
electricity for office lighting and electrical outlets shown on the Drawings and
Specifications referred to in Exhibit C attached to this Lease. Tenant's use of
electric energy in the Premises shall not at any time exceed the capacity of any
of the electrical conductors and equipment in or otherwise serving the Premises.
To insure that such capacity is not exceeded and to avert possible adverse
effects upon Building electric service, Tenant shall not, without Landlord's
prior written consent in each instance, (i) connect: reproducing equipment;
electronic data processing equipment; heating or air-conditioning equipment;
special lighting in excess of the building standard specifications nor any other
item of electrical equipment which (singly) consumes more than permitted by the
building standard specifications or (ii) make any alteration or addition to the
electric system of the Premises existing on the Commencement Date of this Lease.
Should Landlord grant such consent, all additional risers or other equipment
required thereof shall be provided by Landlord and the cost thereof, including
fifteen percent (15%) of direct cost for Landlord's overhead and profit, shall
be paid by Tenant upon Landlord's demand.
6.2 AIR-CONDITIONING. Landlord shall furnish or cause to be
furnished, air-conditioning between 68 DEG. to 75 DEG. Fahrenheit to provide the
reasonably comfortable occupancy of the Premises under normal business
conditions, during normal business hours, Monday through Saturday; Sundays, and
legal holidays excepted. The foregoing refers to air-conditioning under normal
use and does not include any areas which develop excessive heat from machines,
lights, sun, overcrowding or other sources. The equipment installation and
energy consumption for air conditioning and heating all such areas which require
special treatment shall, upon Landlord's written consent, be installed and/or
paid for by Tenant. If Tenant requires air-conditioning outside the hours and
days specified above, Landlord shall, upon reasonable advance notice furnish
such service.
6.3 HEAT. Landlord shall furnish or cause to be furnished, heat
between 68 DEG. to 75 DEG. Farenheit to Premises under normal business
conditions, during normal business hours, Monday through Saturday; Sundays and
legal holidays excepted, during those portions of each year that heating may be
necessary, so as to provide a temperature condition required for the reasonably
comfortable occupancy of the Premises under normal business conditions; between
68 DEG. - 75 DEG. Farenheit. If Tenant requires heat outside the hours and days
specified above, Landlord shall, upon reasonable advance notice furnish such
service.
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6.4 WATER. Landlord shall furnish or cause to be furnished, water
from the City of Columbus mains for use in the Common Areas for drinking,
lavatory and toilet purposes, drawn through fixtures installed by Landlord, or
by Tenant with Landlord's written consent, and warm water for lavatory purposes
from regular Building supply at reasonable temperatures as determined by
Landlord. Landlord will also provide reasonable quantities of water for kitchen
and other purposes if provided for on Plans and Specifications referred to in
Exhibit C attached to this Lease. Tenant shall not install any equipment which
uses water without the prior express written consent of Landlord which consent
may be conditional upon the requirement that such usage be separately metered.
The Landlord's consent to the installation of water equipment shall not relieve
Tenant from the obligation to use no more water than the safe capacity.
6.5 JANITORIAL SERVICES. Landlord shall furnish or cause not be
furnished, janitorial services, subject to work limitations as may be set forth
in any applicable union or other collective bargaining agreement with Landlord.
In no event shall such services include washing dishes, cups and/or similar
items. Landlord reserves the right to charge for extra services over and above
the building standard specifications. Refer to Exhibit "F".
6.6 ELEVATOR SERVICE. Landlord shall furnish or cause to be furnished
without additional charge, normal passenger elevator service in common with
Landlord, to tenants of and visitors to the Building. Operatorless automatic
elevator service shall be deemed "elevator service" within the meaning of this
paragraph.
6.7 NO LIABILITY. Interruption or malfunction of the above utilities,
services and/or telephone service shall not constitute an eviction or
disturbance of Tenant or a breach of this Lease by Landlord. Nor shall such
temporary interruption or malfunction render Landlord liable for damages
(whether consequential or otherwise). The foregoing notwithstanding, Tenant
shall be entitled to a reasonable rent abatement, as Tenant's sole remedy, if
any of the above utilities or services are totally interrupted, and Landlord has
the ability to restore such service and fails to do so within twenty-four hours
after Landlord is notified of such interruption.
6.8 SPECIAL AND ADDITIONAL USAGE. Landlord may impose reasonable
charges for any utilities or services provided to Tenant by Landlord in excess
of the amount normally provided to other tenants in the Building, by reason of
any use of the Premises at any time other than the normal business hours of the
Building or any special utility or service needs created by Tenant's use of the
Premises. Landlord, at its option and its own expense, may require installation
of metering devices, for purposes of metering Tenant's excess usage.
6.9 GOVERNMENTAL LIMITS. Anything hereinabove to the contrary
notwithstanding, Landlord and Tenant agree the Landlord's obligations to furnish
heat, electricity, air conditioning water and other services to the Premises
shall be subject to and limited by all laws, rules and regulations of any
governmental authority affecting supply, distribution, availability,
conservation or consumption, by all of which Landlord shall abide. Landlord
shall not be in default hereunder nor shall Tenant's obligations hereunder be
affected by Landlord's compliance with such laws, rules and regulations.
VII.
OTHER IMPOSITIONS
7.1 OTHER IMPOSITIONS. In addition to the Rental provided hereunder,
Tenant agrees to pay each and all license and permit fees and all taxes and
increase in taxes levied and assessed by any governmental body by virtue of any
leasehold improvements of Tenant or by virtue of Tenant, conducting its
described use, business or operation on the Premises, the employment of agents,
servants, or other third parties, the bringing, keeping or selling of personal
property or chattels or whatsoever nature from the Premises. The foregoing is
intended to bind Tenant to pay, and promptly
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discharge, all taxes and/or levies, together with related interest and
penalties, whether assessed by Federal or State authority or any political
subdivision thereof, directly or indirectly related to its business,
improvements, functioning, employment, assets, existence, sales, entertainment,
or the like. Tenant specifically agrees to reimburse Landlord for any increase
in ad valorem taxes resulting from use of fixtures or improvements by Tenant
which Landlord becomes obligated to pay. Tenant shall pay any and all
assessments against any and all personal property placed in the Building by
Tenant.
VIII.
ASSIGNMENT AND SUBLEASE
8.1 LIMITATIONS. Tenant shall not make or permit any assignment (by
operation of law or otherwise) of this Lease without the prior express written
consent of Landlord. Tenant shall make no sublease or mortgage of this Lease,
in whole or in part, without the prior express written consent of Landlord.
Tenant shall not permit the use or occupancy of the Premises, or any portion
thereof, by anyone other than Tenant and shall not make any transfer of any
nature whatsoever of its right under this Lease or of Tenant's interest set
forth in this Lease without the prior written consent of Landlord which shall
not be unreasonably withheld. Further, Tenant shall pay to Landlord the cost of
Landlord's attorney's fees in a reasonable amount for each consent requested by
Tenant not to exceed $500.00. Any such assignment or subletting, whether
approved by Landlord or not, or whether any such assignment or subletting is a
permitted assignment or sublease under Section 8.2 hereunder, shall not relieve
Tenant of any liability for the total agreed rentals due hereunder nor from
Tenant's obligation to perform all the covenants herein contained including but
not limited to compliance with the use set forth in Section 5.1. It is further
understood and agreed that any such request for Landlord's approval of a
proposed subletting or assignment shall be accompanied by a true and complete
copy of the sublease or assignment which Tenant proposes to execute, which form
shall be subject to Landlord's review and approval. Any written consent which
may in any specific instance or circumstance be given by Landlord shall not
imply or be deemed to be consent in any other instance or circumstance.
8.2 RIGHT OF FIRST REFUSAL. In addition to the prohibition on
transfers or assignments without Landlord's prior written consent set forth this
Section 8.1 hereof, and not in modification or diminution thereof, if at any
time, and from time to time, during this Term, Tenant shall receive
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an acceptable bona fide offer for the proposed assignment, sublease, sale or
other transfer of Tenant's interest in and to this Lease and/or the Premises or
any portion thereof, for which Landlords prior written consent must first be had
and obtained, Tenant shall, at or prior to the time request is made for such
consent in written form, offer to Landlord the right of first refusal to
purchase Tenant's interest in and to the Lease and to the Premises or any
portion thereof, at the same price and on the same terms and conditions as are
being offered to Tenant as consideration for the proposed assignment, sublease,
sale or other transfer, as the case may be. Tenant's written notice of such
offer shall set forth the name and address of the offeror or prospective
assignee and the price and other terms of such offer. In the event the
consideration being offered is, in whole or in part, other than cash or a
promissory note, Tenant's notice shall also state the fair market value of such
other consideration. Should Landlord disagree with Tenant's determination of
such fair market value, Landlord shall so notify Tenant within twenty (20) days
after receipt of Tenant's notice and thereafter Landlord and Tenant shall
mutually attempt to reach agreement as to such fair market value. In the event
Landlord and Tenant are unable to agree, the matter shall be finally determined
by arbitration pursuant to the rules of the American Arbitration Association
then in effect. Upon receipt of Tenant's notice as aforesaid, Landlord shall
thereupon have the prior right to purchase Tenant's interest in and to the Lease
and to the Premises at the price and on the terms and conditions contained in
the bona fide offer [except that Landlord shall have the right to pay Tenant
cash equivalent to the fair market value of any consideration other than cash or
promissory note(s)], which right Landlord must exercise, if at all, by giving
Tenant written notice thereof not later than twenty (20) days after receipt of
Tenant's written notice of the offer, or if the fair market value of
consideration other than cash or a promissory note must be determined, within
twenty (20) days after such fair market value is determined. In the event
Landlord shall not elect to exercise its right of first refusal as aforesaid,
such election shall not under any circumstances be deemed a consent to the
proposed assignment, sublease, sale or other transfer of Tenant's interest in
and to this Lease and/or the Premises; it being expressly understood that Tenant
must still obtain the prior written consent of Landlord in each and every
instance to any proposed assignment, sublease, sale or other transfer, as the
case may be. Notwithstanding the foregoing provisions of this Section 8.2,
Landlord's right of first refusal as contained herein shall not be applicable in
the event of any proposed assignment, sublease, sale or other transfer of
Tenant's interest in and to this Lease and/or to the Premises to any parent
corporation or subsidiary corporation of Tenant, if Tenant shall be a
corporation, or to any general partner (or members of their immediate family) of
Tenant, if Tenant shall be a partnership, or to members of the immediate family
of Tenant, if Tenant shall be an individual or individuals.
IX.
COMPLIANCE WITH LAWS
9.1 COMPLIANCE WITH LAWS. Tenant agrees to strictly comply with all
pertinent laws, ordinances, statutes and regulations whatsoever, of any
governmental body or subdivision, incident to its occupancy of the Premises and
its use thereof.
X.
QUIET ENJOYMENT
10.1 QUIET ENJOYMENT. As long as Tenant is not in default under the
terms of this Lease, Tenant shall have peaceful and quiet possession of the
Premises against all parties claiming adversely thereto by or under Landlord.
XI.
SIGNS
11.1 SIGNS. Tenant shall not erect or install any sign or other type
display whatsoever, either upon the exterior of the Building, upon or in any
window, or in any lobby, hallway or door
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therein located, without the prior express written consent of Landlord, which
consent shall not be unreasonably withheld. All signs or lettering shall
conform to the sign and lettering criteria established by Landlord. Landlord
will provide suite signage with Tenant's logo; Tenant will provide camera ready
art that fits building regulation. Landlord agrees to provide a directory of
the names and locations of its tenants and to maintain the same at a convenient
location in the lobby of the Building. The listings of names or room numbers
and changes or revisions of listings shall be made by Landlord at the cost of
Tenant. Notwithstanding the foregoing, Landlord shall, at its cost, erect a
"Building Standard" Tenant identification signage placard indicating the name
and suite number of Tenant with directional arrow, along the south wall of the
north corridor wall adjacent to Tenant's premises.
XII.
CARE OF PREMISES AND BUILDING
12.1 WASTE. Tenant shall commit no waste with respect to the Premises
and shall keep the Premises in good repair along with the fixtures therein and,
at the expiration or earlier termination, or cancellation of this Lease, shall
surrender the Premises and fixtures therein in the same condition as when
initially received by Tenant, subject to any changes to the Premises approved by
Landlord, and to reasonable wear and tear resulting from normal use. If Tenant
fails to make repairs to the Premises, Landlord may make the repairs and Tenant
shall reimburse Landlord for the cost of said repairs, plus 15% overhead and
profit within ten (10) days of receipt of Landlord's xxxx for said repairs. At
the termination of this Lease (including termination through default of Tenant)
Tenant shall surrender all keys, electronic ID cards, access devices and other
building ID's, if applicable, for the Premises to Landlord at the place then
fixed for the payment of rent and shall remove all Tenant's property before
surrendering the Premises and shall surrender the Premises in "broom clean"
condition. During the term of this Lease, Tenant shall pay for the unstopping
of any drains or water closets in the Premises.
12.2 ALTERATIONS, ADDITIONS OR IMPROVEMENTS. Tenant shall not make any
alterations, improvements, doorlock changes or other modifications of any kind
to the Premises without the prior express written consent of Landlord which will
not be unreasonably withheld. Requests for same shall be in writing and shall
be detailed to Landlord's reasonable satisfaction. All alterations, additions
or improvements upon or affixed to or in the Premises (including, but not
limited to carpets, drapes and anything bolted, nailed or otherwise secured in a
manner customarily deemed to be permanent) shall be deemed to be a fixture
inuring to the Building, and shall not be subject to attachment of a mechanic's,
materialman's or similar lien, and shall in any event be and become the property
of Landlord and remain upon the Premises and be surrendered at the end of this
Lease unless the consent of Landlord to such improvement provides otherwise.
12.3 FLAMMABLES, EXPLOSIVES OR TOXIC SUBSTANCES. Tenant shall not use
or permit to be brought into the Premises or the Building any flammable or
explosive material, toxic substances or other articles deemed hazardous to
persons or property. Tenant shall not use the Premises in any manner which
shall (i) invalidate or be in conflict with fire, insurance, life safety or
other policies covering the Building or the Premises, or (ii) increase the rate
of fire or other insurance on the Building or the Premises. If any insurance
premium should be higher than it otherwise would be by any reason of failure of
Tenant to comply with provisions of this paragraph, Tenant shall reimburse
Landlord as additional rent hereunder for that part of all insurance premiums
paid by Landlord, which shall have been charged because of such failure by
Tenant and Tenant shall make such reimbursement upon the first day of the month
following such payment by Landlord.
12.4 PROPERTY AND IMPROVEMENTS AT TENANT'S RISK. Notwithstanding the
provisions of Section 1 2.2 or any other provisions of this Lease, it is
understood and agreed that all personal property, betterments and improvements
in the Premises, of whatever nature, whether owned, leased or installed by
Landlord, Tenant or any other person, shall be and remain at Tenant's sole risk
and Landlord shall not assume any liability or be liable for any damage to or
loss of such personal property, betterments or improvements, arising from any
cause whatsoever including but not limited
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to casualty, the bursting, overflowing or leaking of the roof or of water, sewer
or steam pipes, or from heating or plumbing fixtures.
12.5 LANDLORD'S REPAIRS AND MAINTENANCE. Landlord shall maintain the
structure and exterior of the Building and make all necessary exterior and
structural repairs to the Building and any necessary maintenance and repairs of
the mechanical, HVAC, electrical (including replacement of Building standard
light bulbs) and plumbing systems servicing the Premises, excluding such
maintenance and repairs to any such components of such systems which are not of
the same type and nature as those provided by Landlord as part of the Building
standard systems (as an example, Landlord will not replace non-Building standard
light bulbs), provided, however, that Landlord shall have no responsibility to
make any repairs unless and until Landlord receives written notice of the need
for such repair from Tenant. Tenant shall at once report in writing to Landlord
any defective condition known to Tenant which Landlord is required to repair.
Failure to promptly report such condition to Landlord shall make Tenant
responsible for the resulting damages. Landlord shall not be liable for any
failure to make repairs or to perform any maintenance unless such failure shall
persist for an unreasonable time after written notice of the need for such
repairs or maintenance is received by Landlord from Tenant. The cost of all
such maintenance and repairs shall be included in Operating Costs, except to the
extent that the cost of such repairs results from any Tenant or Landlord's
negligence or willful misconduct and such costs are recovered from such tenant
or landlord.
XIII.
WAIVER OF CLAIMS AND INDEMNIFICATION
13.1 WAIVER OF CLAIMS. Landlord shall not be liable for and Tenant
releases Landlord from and waives all claims for damage to persons or property
sustained by Tenant or the Premises resulting from the act of omission of any
occupant of the Building, other than Landlord. Landlord shall not be liable for
any injury, loss or damage to any persons or property in or about the Building
from any cause of whatever nature, unless the same is directly caused by the
negligence or willful misconduct of Landlord.
13.2 INDEMNIFICATION. Tenant covenants and agrees to defend, indemnify
and hold Landlord harmless from any loss, cost or expense whatsoever, directly
or indirectly resulting or occasioned to, or imposed upon, Landlord by Injury to
or destruction of life or property resulting from the use and occupancy by
Tenant of the Premises, except if such injury, destruction or damage is
contributed to or caused by the negligence of Landlord. Landlord covenants and
agrees to defend, indemnify and hold Tenant harmless from any loss, cost or
expense whatsoever, directly or indirectly resulting or occasioned to, or
imposed upon, Tenant by injury to or destruction of life or property, which is
caused by the negligence or willful misconduct of Landlord, except if such
injury, destruction or damage is contributed to by the negligence of Tenant.
The foregoing rights of indemnification for the benefit of Landlord and Tenant
are subject to the waiver of subrogation provisions of Section 15.1 of the
Lease.
13.3 DEFINITION OF LANDLORD AND TENANT. As used in this Lease, the
term "Landlord" shall be deemed to include any agent, managing agent, affiliate,
contractor, employee, director, officer or servant of Landlord, or any entity
affiliated with Landlord and the term "Tenant" shall be deemed to include
Tenant, his or its agents, officers, employees, servants, partners, independent
contractors, licensees, invitees, or any entity affiliated with Tenant.
XIV.
DAMAGE AND DESTRUCTION
14.1 OBLIGATION TO REPAIR OR REBUILD. If the Premises or Building
shall be damaged or destroyed by fire or other casualty, Tenant shall promptly
notify Landlord of any damage of which
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Tenant is aware, and Landlord, subject to the mortgagee's consent and to the
conditions set forth in this Article XIV, shall repair, rebuild or replace such
damage and restore the Premises to substantially the same condition in which
they were immediately prior to such damage or destruction; provided, however,
that Landlord shall only be obligated to restore such damage which is covered by
the fire and other extended coverage insurance policies.
14.2 COMMENCEMENT AND COMPLETION OF WORK. The work shall be commenced
promptly and completed with due diligence, taking into account the time required
by Landlord to effect a settlement with and procure insurance proceeds from, the
insurer, and for delays beyond Landlord's reasonable control.
14.3 APPLICATION OF PROCEEDS. The net amount of any insurance proceeds
(excluding proceeds received pursuant to a rental coverage endorsement which may
be required at the option of Landlord), recovered by reason of the damage or
destruction of the Building in excess of the cost of adjusting the insurance
claim and collecting the insurance proceeds (such excess amount being
hereinafter called the "net insurance proceeds") shall be applied towards the
reasonable cost of restoration. If in Landlord's reasonable opinion the net
insurance proceeds will not be adequate to complete such restoration, Landlord
shall have the right to terminate this Lease and all the unaccrued obligations
of the parties hereto by sending a written notice of such termination to Tenant,
the notice to specify a termination date no less than ten (10) days after its
transmission. If the net insurance proceeds are more than adequate, the amount
by which the net insurance proceeds exceed the cost of restoration will be
retained by Landlord.
14.4 TENANT'S FIXTURES AND IMPROVEMENTS. Landlord's obligation or
election to restore the Premises under this Article XIV shall not include the
repair, restoration or replacement of the fixtures, improvements, alterations,
furniture or any other property owned, installed, made by, or in the possession
of Tenant.
14.5 ABATEMENT OF RENT. Tenant will receive an abatement of its Rental
to the extent and during the time the Premises are rendered untenantable due to
casualty, such rent to xxxxx in such proportion as the part of the Premises thus
destroyed or rendered untenantable bears to the total Premises while such
repairs are being made. Tenant shall, at its own cost and expense, remove such
of its furniture and furnishings and other belongings from the Premises as
Landlord shall require in order to repair and restore the Premises.
14.6 OPTIONS TO TERMINATE. Notwithstanding the foregoing provisions,
if there is substantial destruction of the Building, or if, in the reasonable
judgment of Landlord, such damage cannot be repaired and the Premises cannot be
made tenantable within one hundred fifty (1 50) days of such damage, Landlord
shall have the option not to restore, and may elect to terminate this Lease by
sending notice as referred to in Section 14.3. Landlord shall notify Tenant
within forty-five days after the date of such damage or destruction of
Landlord's estimate of the time required to restore the Premises. If such time
exceeds one hundred fifty (1 50) days, Tenant shall also have the right to
terminate this Lease, provided, Tenant so notifies Landlord in a writing
delivered to Landlord within fifteen (15) days after deliver of Landlord's
notice to Tenant.
14.7 LANDLORD'S INSURANCE. Landlord shall be responsible for insuring
the Building in commercially reasonable forms and amounts and shall at all times
during the term of this Lease carry a policy or policies of insurance which
insures the Building, including the Premises, against loss or damage by fire or
other casualty (namely, the perils against which insurance is afforded by a
standard fire insurance policy and extended coverage endorsement); provided,
however, that Landlord shall not be responsible for, and shall not be obligated
to insure against, any loss of or damage to any personal property of Tenant, or
which Tenant may have in the Building or the Premises or any trade fixtures
installed by or paid for by Tenant on the Premises or any additional
improvements which Tenant may construct on the Premises.
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XV.
WAIVER OF SUBROGATION
15.1 WAIVER OF SUBROGATION. Tenant hereby waives all rights of
subrogation by any insurance company issuing policies carried by Tenant with
respect to the Premises, Building, Tenant's fixtures, personal property or
leasehold improvements, or Tenant's business, and Tenant will cause each
insurance policy to be properly endorsed to evidence such waiver and the release
of Landlord by the company issuing such policy. Landlord hereby waives all
rights of subrogation by any insurance company issuing policies carried by
Landlord with respect to the Premises, Building, Landlord's fixtures, personal
property or leasehold improvements or Landlord's business, and Landlord will
cause each insurance policy to be properly endorsed to evidence such waiver and
the release of Tenant by the Company issuing such policy. If any additional
premium is charged by any insurance company for waiver of subrogation, the party
who is charged such additional premium shall so notify the other party, who
shall pay such additional premium unless the requirement for waiver of
subrogation is waived by such party to be benefited.
XVI.
TENANT'S INSURANCE
16.1 GENERAL PROVISIONS WITH REGARD TO INSURANCE.
(a) Tenant shall provide and maintain a comprehensive policy of
liability insurance with respect to the Premises. Landlord, its managing
agent and any designee of Landlord shall be named as additional insureds.
The liability insurance policy shall protect Landlord, its managing
agent, Tenant and any designee of Landlord against any liability which
arises from any occurrence on or about the Premises or any appurtenance
of the Premises, or which arises from any of the claims indicated in
Article XIII against which Tenant is required to Indemnify Landlord and
its managing agent. It is understood and agreed that the liability
coverage provided herein shall extend beyond the Premises to portions of
the common area which Tenant shall use from time to time.
(b) The policy is to be written by a good and solvent insurance
company satisfactory to Landlord. The coverage limits of the policy
shall be at least $ 1,000,000 per occurrence, combined single limit, and
shall include contractual liability insuring the indemnity provisions of
this Lease.
(d) Tenant shall carry fire and all-risk coverage, vandalism
and malicious mischief insurance covering all improvements, stock in
trade, fixtures, furniture, furnishings, removable floor coverings, trade
equipment, signs and all other decorations and improvements in the
Premises which Landlord is not required to insure to the extent of one
hundred percent (100%) of their full insurable value and replacement cost
without deduction for depreciation. In the event of casualty loss
hereunder, the proceeds of such policies shall be applied solely to the
replacement, restoration and refurbishment of such damaged items.
(e) On or before Tenant enters the Premises for any reason, and
again before any insurance policy shall expire, Tenant shall deliver to
Landlord the policy or a renewal
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thereof, as the case may be, together with evidence of payment of
applicable premiums. Any insurance required to be carried under this
Lease may be carried under a blanket policy covering the Premises and
other locations of Tenant. If Tenant includes the Premises in blanket
coverage, Tenant may deliver to Landlord a duplicate original of the
blanket insurance policy. Tenant may request that Landlord accept a
certificate evidencing such insurance instead of the original of the
policy, however, Landlord shall have the right to insist upon receipt of
an original or duplicate original of the policy.
(f) If Tenant fails to comply with any of the insurance
requirements stated in this Lease, Landlord may obtain such insurance and
keep the same in effect, and Tenant shall pay Landlord the premium cost
thereof upon demand.
XVII.
EMINENT DOMAIN
17.1 EMINENT DOMAIN. If the whole of the Premises shall be taken or
condemned, or purchased in lieu thereof, by any government authority for any
public or quasi-public use or purpose, then, in that event, the term of this
Lease shall cease and terminate from the time when the possession shall be
required for such use or purpose. The Rental shall in such case be apportioned
to the date of such taking or purchase, as the case may be. In the event of a
partial taking only of the Premises, Landlord shall notify Tenant in writing and
Tenant shall have the option to cancel this Lease, by giving Landlord written
notice within twenty (20) days after receipt of such notice from Landlord;
provided the balance of the Premises remaining cannot be suitably used by Tenant
for its purposes heretofore stated. If Tenant is entitled to exercise said
option to cancel and does so, then such cancelling shall be effective and the
Rental shall in such case be apportioned to the date of such taking or purchase,
as the case may be. In the event Tenant is not entitled to cancel the Lease or,
if it is entitled to do so, but does not exercise its option, then Tenant will
be responsible for the Rental apportioned to the date of such taking or
purchase; i.e., after the taking, or purchase in lieu thereof, the Rental
therein reserved shall be reduced and Tenant shall be required to pay that
proportion of the Rental herein reserved as the Net Rentable Area contained in
the remaining Premises bears to the Net Rentable Area contained in the Premises
before such taking or purchase.
Landlord and Tenant hereby agree that any award of proceeds resulting
from a condemnation or sale in lieu thereof of the whole or part of the Premises
shall belong solely to Landlord and Tenant hereby waives any right to make any
claim therefor as the result of this Lease. Provided, however, that Landlord
shall not be entitled to any award specifically made to Tenant for relocation
expenses and the taking of Tenant's fixtures, furniture or leasehold
improvements (exclusive of that portion paid for by Landlord), less depreciation
computed from the date of said improvements to the expiration of the original
term of this Lease.
XVIII.
ACCESS TO PREMISES
18.1 ACCESS TO PROMISES. Landlord or Landlord's agents shall have the
right to enter the Premises at all reasonable times to examine the same and to
show them to prospective purchasers, mortgagees, lessees or tenants of Landlord,
or to public officials lawfully having an interest therein, or to make such
decorations, repairs, alterations, improvements or additions as Landlord may
reasonably deem necessary or desirable or to close entrances, doors, corridors,
elevators or other facilities provided there is still reasonable access to the
Premises. Landlord, Tenant and all other tenants in the Building and their
respective guests, invitees and employees shall have ingress and egress to and
from all common public areas of the Building, provided that (i) Landlord has the
right, under reasonable regulations, to regulate and control such guests,
invitees and employees with respect to such access and the days and hours of
access, access by Tenant's employees to said Premises will be available
twenty-four (24) hours per day, seven (7) days a week unless written
14
notice to the contrary is provided by Landlord five (5) business days in
advance of such limited access or in the event of an emergency, and (ii) all
common areas and facilities which Tenant may be permitted to use and occupy,
are to be used and occupied under a revocable license, and if the amount of
such areas is diminished, Landlord shall not be subject to any liability nor
shall Tenant be entitled to any compensation or diminution or abatement of
rent, nor shall such diminution of such areas be deemed constructive or
actual eviction provided there is still reasonable access to the Premises.
XIX.
NOTICES
19.1 NOTICES. Any notice which Landlord may desire or be required to
give to Tenant shall be deemed sufficiently given or rendered, if in writing,
delivered to Tenant by certified or registered mail, return receipt requested,
addressed to Tenant at the Premises, and any notice which Tenant may desire or
be required to give to Landlord shall be deemed sufficiently given or rendered,
if in writing, delivered to Landlord by certified or registered mail, return
receipt requested, addressed to its business office in the Building or such
other places as Landlord may from time to time designate in writing. Any notice
given hereunder shall be deemed delivered when the return receipt is signed or
refusal to accept the notice is noted thereon.
XX.
FAILURE TO PERFORM, DEFAULTS, REMEDIES
20.1 DEFAULTS. Any one of the following events shall be deemed to be a
Default by Tenant under this Lease:
(a) Tenant shall fail to pay any installment of Rental or other
sum hereby reserved and such failure shall continue for a period of five
(5) business days after receipt of written notice to Tenant.
(b) Tenant shall fail to comply with any provision (including
the rules and regulations attached hereto as Exhibit "B") of this Lease,
other than the payment of Rental, and shall not cure such failure within
fifteen (15) days after delivery of written notice to Tenant, provided
that if such default is of a nature that it cannot reasonably be cured
within fifteen (1 5) days, Tenant shall have such additional time as is
reasonably necessary to cure such default, provided that Tenant commences
to cure such default promptly, and in any event, within such fifteen (15)
day period, and diligently pursues such curing to its completion, and
further provided that failure to cure such default within such fifteen (1
5) day period does not adversely affect the Premises, the Building or the
Building's operation or Landlord's ability to enforce its rights under
this Lease.
(c) The filing or execution or occurrence of: a petition in
bankruptcy or other insolvency proceeding by or against Tenant or any
guarantor of Tenant's obligations; or petition or answer seeking relief
under any provision of the Bankruptcy Act; or an assignment for the
benefit of creditors or composition; or a petition or other proceeding by
or against Tenant or any guarantor of Tenant's obligations for the
appointment of a trustee, receiver or liquidator of Tenant or any
guarantor of Tenant's obligations or any of Tenant's or such guarantor's
property; or a proceeding by any governmental authority for the
dissolution or liquidation of Tenant or any guarantor of Tenant's
obligations (provided that if any such action is not filed by Tenant or
any guarantor, it shall not be a Default under this Lease unless it shall
remain undismissed for an aggregate period of sixty (60) days, whether or
not consecutive).
(d) Tenant shall abandon, desert or vacate any substantial
portion of the Premises.
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(e) Tenant shall default under any other lease with Landlord,
now existing or hereafter entered into.
20.2 REMEDIES.
(a) Upon the occurrence of any such Default, Landlord shall
have the option to pursue any one or more of the following remedies
without any notice or demand whatsoever, except as elsewhere provided
herein, (Tenant hereby waiving notice to quit), together with any other
remedies available to Landlord at law or in equity:
(i) Terminate Tenant's right to possession of the
Premises, in which event Tenant shall immediately surrender the
Premises to Landlord, and if Tenant fails to do so, Landlord may,
without prejudice to any other remedy which it may have for
possession or arrearages in rent, enter upon and take possession
and expel or remove Tenant and any other person who may be
occupying the Premises or any part thereof, without being liable
for prosection or any claim of damages therefor; and Tenant agrees
to pay to Landlord on demand the amount of all loss and damage
which Landlord may suffer by reason of such termination, whether
through inability to relet the Premises on satisfactory terms or
otherwise.
(ii) Enter upon and take possession of the Premises and
expel or remove Tenant and any other person who may be occupying
the Premises or any part thereof, without being liable for
prosecution or any claim for damages therefor; Landlord may, but
is under no obligation to relet the Premises and receive the rent
therefor under terms and conditions acceptable to Landlord in its
sole discretion and judgment; Tenant agrees to pay to Landlord ten
(10) days after written notice by Landlord, as liquidated damages,
sums equivalent to the monthly rent reserved hereunder less the
avails of reletting, if any. Tenant shall also pay within ten
(10) days after written notice, any additional amounts expended
and/or incurred by Landlord including but not limited to amounts
expended in renovating, repairing and altering the Premises for a
new tenant, including leasing commissions and inducements
reasonably necessary to relet the Premises. Notwithstanding any
reletting hereunder, Landlord shall have the right of its option
to terminate the Lease.
(iii) Enter upon the Premises, by force if necessary, without
being liable for prosecution or any claim for damages therefor,
and do whatever Tenant is obliged to do under the terms of this
Lease; and Tenant agrees to reimburse Landlord, on demand, as
additional rent, for any expenses which Landlord may incur in thus
effecting compliance with Tenant's obligations under this Lease,
and Tenant further agrees that Landlord shall not be liable for
any damages resulting to Tenant from such action, whether caused
by the negligence of Landlord or otherwise.
(b) Pursuit of any of the foregoing remedies shall not
constitute a forfeiture or waiver of any rent due to Landlord hereunder
or of any damages accruing to Landlord by reason of the violation of any
of the provisions herein contained. All Rental and additional charges
hereunder shall be paid by Tenant to Landlord without any set-off or
counterclaim whatsoever.
(c) Any property belonging to Tenant or to any person holding
by, through or under Tenant, or otherwise found upon the Premises at the
time of re-entry or termination of Tenant's rights to the Demised
Premises by Landlord, may be removed therefrom and stored in any
warehouse, at the cost of and for the account of Tenant, or, in
Landlord's sole discretion, deemed to be abandoned by Tenant and disposed
of accordingly.
(d) The foregoing rights and remedies given to Landlord are and
shall be deemed to be cumulative, and the exercise of any of them shall
not be deemed to be an election excluding the exercise by Landlord at any
time of a different or inconsistent remedy, and shall be deemed to be
given to Landlord in addition to any other and further rights
16
granted to Landlord by the terms hereof, or by law, and the failure of
Landlord at any time to exercise such right or remedy at any other future
time. Further, Tenant waives its right to trial by jury in any action
concerning this Lease.
20.3 DEFICIENCY. If Tenant's right to possession of the Premises is
terminated under subsection 20.2, Tenant shall remain liable (in addition to
accrued liabilities) to the extent legally permissible for the Rental as defined
in section 4.6 and all other charges Tenant would have been required to pay
until the date this Lease would have expired had such right not be terminated.
It is expressly agreed herein that Landlord shall have the right at its option
to recover sums due hereunder through litigation or otherwise from time to time
on one or more occasions without the Landlord being obligated to wait until the
expiration of the term of this Lease before filing suit.
20.4 BREACH BY TENANT. In the event of any breach or threatened breach
by Tenant of any covenants, agreements, terms or conditions made in this Lease,
Landlord shall be entitled to enjoin such breach or threatened breach and, in
addition to the rights and remedies provided hereunder, shall have any other
right or remedy allowed at law or equity, by statute or otherwise. The
provisions of this Article shall be construed consistent with the law of Ohio so
that remedies of Landlord herein described shall be available to Landlord to the
full extent but only to the extent that they are not invalid or enforceable
under the law of Ohio.
XXI.
CONDITION OF PREMISES
21.1 CONDITION OF PREMISES. It is agreed that, by occupying the
Premises, Tenant acknowledges that it has had an adequate opportunity to examine
the Building, including Premises, and is fully informed, independently of
Landlord, as to the character, construction and structure of the Building and
Premises. It is agreed that by occupying the Premises, Tenant formally accepts
the same and acknowledges that Landlord has complied with all requirements
imposed upon it under the terms of this Lease with respect to construction and
completion of the Premises, except for latent defects which were not discernible
through exercise of reasonable care prior to occupancy and except for punch list
items identified in a writing furnished to Landlord within fourteen (14) days
after occupancy. This Lease does not grant any right to light or air over or
about the Premises or Building.
XXII.
LANDLORD'S TITLE
22.1 LANDLORD'S TITLE. Tenant recognizes and agrees that Landlord's
title is and always will be paramount to the title of Tenant and under no
circumstances shall Tenant do or be empowered to do any act which can, shall or
may encumber Landlord's title or subject the Premises or Building or any part
of either to any lien or encumbrance. Tenant shall immediately remove any and
all liens or encumbrances which are filed against the Premises or the Building
by an person, firm, corporation or entity as a result of any act or omission of
Tenant. In the event Tenant fails to remove any such lien within ten (10) days
of receipt of notice thereof then Landlord, among other remedies available,
may, but shall not be obligated to, remove such lien at the cost and expense of
Tenant.
XXIII
LANDLORD'S RIGHT TO PERFORM FOR ACCOUNT OF
TENANT AND ATTORNEYS' FEES
23.1 LANDLORD RIGHT TO PERFORM FOR ACCOUNT OF TENANT AND ATTORNEYS'
FEES:
17
(a) If Tenant shall be in Default under this Lease, Landlord
may cure the Default at any time for the account and at the expense of
Tenant. If Landlord cures a Default on the part of Tenant, Tenant shall
reimburse Landlord for any amount expended by Landlord in connection with
the cure.
(b) In the event of litigation concerning this Lease if
Landlord is the prevailing party therein, it shall be entitled to
reimbursement of its cost respecting such suit, or settlement thereof,
including reasonable attorney's fees to the full extent permitted by law.
XXIV.
SUCCESSORS AND ASSIGNS
24.1 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the respective parties herein, their heirs, executors, administrators,
devises, successors and permitted assigns whomever, subject however to the
limitation on assignment and subletting by Tenant contained in Article VIII of
this Lease.
XXV.
RESERVATIONS BY LANDLORD
25.1 RESERVATIONS BY LANDLORD. In addition to other rights conferred
by this Agreement or by law, Landlord reserves the right to be exercised in
Landlord's sole discretion, to: (a) change the name of the Building; (b)
install and maintain a sign or signs on the exterior or interior of the
Building; (c) change the street address of the Building, provided that landlord
must pay all reasonable Costs incurred by Tenant resulting from change of
address, including stationary, invoices, cards, literature, etc.; (d) designate
all sources furnishing signs, sign painting and lettering; (e) take all
reasonable measures as may be necessary or desirable for the safety and
protection of the Premises or of the Building; (f) sell or mortgage the
Building; (g) have pass keys to the Premises; (h) repair, alter, add to,
improve, build additional stories on, or build adjacent to said building
provided that landlord to adjusts common area expenses charged to Tenant to
reflect Tenant's reduced share of expenses; (i) run necessary pipes, conduits
and ducts through the Premises; and (j) carry on any work, repairs, alterations
or improvements in, on or about the Building or in the vicinity thereof
(provided with respect to (i) and (j) above, Landlord has made reasonable
efforts to minimize inconvenience, interference and annoyance to Tenant).
Tenant hereby waives any claim to damage or inconvenience caused by such work.
This paragraph shall not be construed to diminish the obligations of Tenant
provided herein, nor shall it be construed to create or increase any obligation
on the part of Landlord with respect to repairs or improvements.
XXVI.
RULES AND REGULATIONS
26.1 RULES AND REGULATIONS. The Rules and Regulations attached hereto
and marked Exhibit "B" are made a part of this Lease as if fully herein set
forth. Tenant, its employees, agents and visitors, shall observe and abide by
them and by such other and further reasonable Rules and Regulations as Landlord
may prescribe which, in its judgment, are needed for the reputation, safety,
care or cleanliness of the Building or Premises, or the operations and
maintenance thereof and the equipment therein, or for the comfort or Tenant and
the other tenants of the Building. Landlord, however, shall have the right to
change said Rules and Regulations and to waive any of said Rules and Regulations
in appropriate cases. Landlord will exercise their rights with respect to the
enforcement of the Rules & Regulations reasonably and in a non-discriminatory
fashion. All such Rules and Regulations are of the essence hereof without which
this Lease would not have been
18
entered into by Landlord, and any breach of any provision of these Rules and
Regulations by Tenant shall at Landlord's option constitute a Default hereunder.
XXVII.
NON-WAIVER
27.1 NON-WAIVER. The failure of Landlord to seek redress for violation
of, or to insist upon the strict performance of, any covenant or condition of
the Lease or of any of the Rules and Regulations incorporated herein or
hereafter adopted by Landlord, shall not prevent a subsequent act, which would
have originally constituted a violation, from having all the force and effect of
an original violation. The receipt of Landlord of rent with knowledge of the
breach of any covenant of this Lease, or breach of the Rules and Regulations,
shall not be deemed a waiver of such breach. The failure of Landlord to enforce
any of the Rules and Regulations as incorporated herein or hereafter adopted
against Tenant and/or other tenant in the Building shall not be deemed a waiver
of any such Rules and Regulations.
XXVIII.
OTHER TENANTS
28.1 OTHER TENANTS. Landlord shall not be liable to Tenant for failure
to enforce or for violation of any of said Rules and Regulations or the breach
of any covenant or condition in any lease by or any other tenant in the
Building.
XXIX.
MISCELLANEOUS PROVISIONS
29.1 NO CONSTRUCTIVE EVICTION. No act or thing done or omitted to be
done by Landlord or Landlord's agents during the term of the Lease, which is
necessary to enforce the terms of this Lease, or the Building Rules and
Regulations, shall constitute an eviction by Landlord nor shall it be deemed an
acceptance or surrender of said Premises, and no agreement to accept such
surrender shall be valid unless in writing signed by Landlord. No employee of
Landlord or Landlord's agent shall have any power to accept the keys of said
Premises prior to the termination of the Lease. The delivery of keys to any
employee of Landlord or Landlord's agents shall not operate as a termination of
the Lease or a surrender of the Premises unless agreed to in writing by
Landlord.
19
29.3 SUBORDINATION. It is understood and agreed that this Lease
(including all rights of Tenant hereunder) is subject and subordinate to any
ground lease or underlying lease (hereinafter called "ground lease") which may
now or hereafter affect the Land or Building of which the Premises form a part
and is further subject and subordinate to any mortgage or deed of trust or trust
indenture (hereinafter called "mortgage") which may now or hereafter affect any
such lease or the real property of which the Premises form a part, and to any
and all advances made under any such mortgage and to the interest thereon, and
all renewals, replacements and extensions thereof provided that no default by
Landlord under any such ground lease or mortgage shall affect Tenant's rights
hereunder so long as Tenant is not in default hereunder and Tenant shall attorn
to any ground lease lessor or purchaser of the Building in foreclosure or in
lieu thereof, and such ground lease lessor or purchaser shall not disturb Tenant
so long as Tenant is not in default hereunder. This section shall be self-
operative and no further instrument or subordination shall be required, but
Tenant shall nevertheless at any time hereafter, on the demand of Landlord,
execute any instruments, releases or other documents that may be required by any
such mortgage holder or ground lessor or any of their respective successors in
interest to evidence such subordination. If in connection with the financing
(existing or future financing) of the Building, the holder of any such mortgage,
or with respect to any bond financing, the trustee for any such bond holders,
shall request reasonable modifications in this Lease as a condition of approval
of such financing, Tenant will not unreasonably withhold, delay or defer making
such modifications, provided that they do no materially increase the obligations
of Tenant hereunder or materially and adversely affect the leasehold interest
created by this Lease. In the event of termination of this Lease through
foreclosure of any mortgage to which this Lease is subordinated, or if the
ground lease is terminated, Tenant will upon the demand of the purchaser of the
Premises at the foreclosure sale thereof, or of the lessor under the ground
lease, attorn to and accept such purchaser or ground lessor as landlord under
this Lease or, upon demand, enter into a new lease agreement with such purchaser
or ground lessor for the unexpired term of this Lease at the same rent and under
the same provisions of this Lease. It is further agreed by Tenant that this
Lease shall be subject and subordinate at all times to any other arrangements or
right to possession under which Landlord is in control of the Premises, and to
the rights of the owner or owners of the Premises, the Building, and the Land.
29.4 TENANT ESTOPPEL CERTIFICATES. Tenant agrees, at any time and from
time to time, upon not less than five (5) days prior written notice by Landlord,
to execute, acknowledge and deliver to Landlord, or to such third party
designated by Landlord, a written statement containing all information requested
by Landlord including but not limited to (a) certification that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the Lease is in full force and effect as modified and stating the
modifications), (b) a statement regarding the dates to which the rent and other
charges hereunder have been paid by Tenant, (c) a statement as to whether to the
best of Tenant's knowledge, Landlord is in default in the performance of any
covenant, agreement of condition contained in this Lease, and, ii so, a
specification of each such default of which Tenant may have knowledge, (d) a
statement of the amount of monthly Base Rent payable for the balance of the term
of this Lease, (e) a statement of the amount of the security deposit, if any,
and (f) a statement of the address to which notices to Tenant should be sent.
Any such statement delivered pursuant hereto may be relied upon by the person or
entity to whom it is addressed.
20
29.5 RELOCATION. Landlord reserves the right to relocate the Premises
to a comparable space within the Building by giving Tenant prior written notice
of such Intention to relocate. To be comparable, such space must be finished in
as good, or better, condition that than the original Premises. The new user
will be a minimum of 8,000 square feet in order to relocate existing tenant. If
within thirty (30) days after receipt of such notice, Landlord and Tenant have
not agreed on a space to which the Premises are to be relocated, the finish
Improvements to be provided by Landlord and the timing of such relocation, this
Lease shall terminate on that date which is sixty (100) days after Tenant's
receipt of such notice. If Landlord and Tenant do so agree, then effective on
the date of such relocation, this Lease shall be amended through a Lease
Amendment to be executed by both Landlord and Tenant by deleting the description
of the original Premises and substituting' therefor the description of the new
space. Landlord egress to pay the reasonable cost of moving Tenant to such
other space within the Building.
29.6 BROKERAGE FEES. Except as stipulated herein, Tenant represents
and warrants to Landlord that Tenant has not Incurred and will not incur any
liability for brokerage fees, finder's Fees, agent's commissions or similar
compensation to third parties In connection with this Lease transection. In the
event Tenant has Incurred any other such fees, commissions or compensation, said
fees, commissions and compensation so Incurred shall be charged solely against
Tenant and Tenant agrees to indemnify Landlord against and hold Landlord
harmless from any and all liabilities arising from any claims from such fees,
commissions or compensation, including, without limitations, the cost of counsel
fees in connection therewith. Broker(s) if any: Xxxxxxx Click Xxxxxx, Inc.
29.7 UNENFORCEABILITY/JOINT AND SEVERAL LIABILITY. The invalidity or
unenforceability of any provision hereof shall not affect or impair any other
provision. Where Tenant hereunder consists of more than one party, the
obligations of each such party will be joint and several hereunder.
29.8 HEADINGS, MISCELLANEOUS. The headings of the several articles,
paragraphs and sections contained herein are for convenience only and do not
define, limit or construe the contents of such articles, paragraphs and
sections. All negotiations, considerations, representations and understandings
between the parties are Incorporated herein and are superseded hereby. There
are no terms, obligations, covenants, statements, representations, warranties or
conditions relating to the subject matters hereof other than those specifically
contained herein. This Lease may not be amended or modified by any act or
conduct of the parties or by oral agreements unless reduced and agreed to In
writing signed by both Landlord and Tenant. No waiver of any of the terms of
this Lease by Landlord shall be binding upon Landlord unless reduced to writing
and signed by Landlord.
29.9 HOLDING OVER. In the event Tenant remains in possession of the
Premises after the expiration or termination of the term, and without the
execution of a new lease, Tenant, at the option of Landlord, shall be deemed to
be occupying the Premises as a Tenant from month to month at 150% of the Base
Rental due for the last full calendar month during the term of the Lease in
which rent was paid plus all other sums due under this Lease and subject to all
other provisions and obligations of the Lease that are applicable to a month-to-
month tenancy. The holding over period may be cancelled by Landlord upon thirty
(30) days notice to Tenant.
29.10 PAYMENTS. Except as elsewhere provided herein, all amounts owed
by Tenant to Landlord hereunder shall be paid within ten (10) business days from
the date that Landlord renders statements of account therefor and all amounts
(including Rental) not paid when due shall be subject to an amount equal to
$50.00 times the number of days such payment is late to cover Landlord's cost
for administrative fees and expenses incurred in conjunction with the collection
of late payments.
29.11 TIME IS OF THE ESSENCE. Time is of the essence in Tenant's
payment of Rental and Landlord's and Tenant's performance of each and every
term, covenant, and condition of this Lease incumbent on Landlord or Tenant.
21
29.12 OVERLOAD. Tenant shall not overload the floors of the Premises.
29.13 LIABILITY OF LANDLORD. Landlord, and in case Landlord shall be a
joint venture, partnership, tenancy-in-common, pension fund, association or
other form of joint ownership, all members of any such joint venture, pension
fund, partnership, tenancy-in-common, association or other form of joint
ownership, shall have no personal liability with respect to any provision of
this Lease or any obligation or liability arising from this Lease or in
connection with this Lease in the event of a breach or default by Landlord of
any of its obligations. Tenant shall look solely to the equity of the owner of
the Building at the time of the breach of default (or if the interest of the
Landlord is a leasehold interest at that time, Tenant shall look solely to such
leasehold interest) for the satisfaction of any remedies of Tenant. Landlord's
equity or leasehold interest shall include the right in the future to collect
rents from the Building, subject to any assignment thereof to any ground lessor,
mortgagor or trustee, to which this Lease is subordinate pursuant to Section
29.3 of this Lease.
29.14 ADDENDUMS, RIDERS AND EXHIBITS. Any addition to or change in the
printed text hereof or any rider, addendum or exhibit attached hereto, if
initialed by the parties, is hereby made an integral part of this Lease
Agreement.
29.15 GOVERNING LAW. THIS LEASE SHALL BE GOVERNED BY AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO.
29.16 RECORDATION OF LEASE. Neither party hereto may record this Lease
without the prior written consent of the other party.
29.17 NOT BINDING LEASE. This instrument is not effective as a Lease or
otherwise unless and until executed by and distributed to both Landlord and
Tenant.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed by their respective representatives thereunto duly authorized, as of
the date first above written.
WITNESSES: L&B SERBO FUND, as Successor to School
Employees Retirement Board of Ohio
/s/ Witness By: L&B Real Estate Counsel
----------------------------- a Texas general partnership,
Witness its Investment Manager
/s/ Witness By: L&B Realty Advisors,
----------------------------- a Delaware corporation, and its
Witness General Partner
By:/s/ Xxxx Xxxxxxx
------------------------------
Xxxx X. Xxxxxxx
Authorized Signatory
WITNESSES: TENANT:
Papnet of Ohio, Inc.
/s/ Witness By:/s/ Xxxxx X. Xxxxxxxx
----------------------------- ---------------------------------
Witness
22
/s/ Witness Name:Xxxxx X. Xxxxxxxx
----------------------------- -------------------------------
Witness
Its:President
--------------------
STATE OF TEXAS )
) ss:
COUNTY OF DALLAS )
I, the undersigned, a Notary Public, in and for the County and State
aforesaid, do hereby certify, that Xxxx X. Xxxxxxx personally known to me to be
the Authorized Signatory of L&B Realty Advisors, Inc., a Delaware corporation,
which corporation is the general partner of L&B Real Estate Counsel, a Texas
general partnership, which general partnership is the agent of L&B SERBO FUND,
and personally known to me to be the same persons whose names are subscribed to
under oath that as such Authorized Signatory he signed and delivered the said
instrument pursuant to authority duly given to him by said corporation.
Given under my hand and seal this 26th day of August, 1996.
/s/ Xxxxxxxx Xxxxxxxxx
----------------------------------
Notary Public
Corporation or Partnership
STATE OF OHIO )
) ss:
COUNTY OF FRANKLIN )
The foregoing instrument was acknowledge before me this 22 day of
August, 1996, by Xxxxx X. Xxxxxxxx, the president of Papnet of Ohio, Inc., an
Ohio corporation, on behalf of such .
/s/ Xxxxxxxx Xxxxx
----------------------------------
Notary Public
23
RIDER 30.1 - RIGHT OF FIRST OFFER REFUSAL
Provided Tenant is not in default of this Lease beyond any applicable cure
period, and to the extent such Refusal Space (as defined below) becomes
available to lease during the first year of the initial term of this Lease,
subject to the terms of this Rider 30.1, Tenant shall have a onetime "Right of
First Refusal" to lease the approximate 1,142 BOMA rentable square feet of space
adjacent to the Premises, outlined In red on Exhibit "E", (such space being
hereinafter referred to as the "Refusal Space".)
Such Right of First Refusal is defined as follows: prior to leasing the Refusal
Space to any third party, Landlord shall first offer to lease such space to
Tenant. Tenant shall have ten (10) days after receipt of said written offer to
lease in which to notify Landlord, in writing, whether it elects to lease the
Refusal Space pursuant to such offer. If Tenant does not so elect to accept
such offer to lease within said ten (10) day period, this Right of First Offer
Refusal shall terminate, and Landlord shall be free to lease the Refusal Space
to a third party.
If Tenant elects to exercise the Right of First Offer Refusal, Landlord and
Tenant shall execute a lease for the Refusal Space similar to this Lease,
including Rental Rate and Termination Date except that the tenant improvement
allowance to be contributed by Landlord shall be the same as the Lease
($15.00/RSF) to be prorated using the number of months remaining on the lease
term for the Refusal Space as the numerator and the total number of months for
the original lease term as the denominator. By way of example if Tenant elected
to lease the refusal space on February 15, 1997 the tenant improvement allowance
to be provided by Landlord would be $13.50/RSF ($15.00 x 54/60 months).
This Right of First Refusal shall be subject to Landlord's review and approval
of Tenant's then current financial statement.
RIDER 30.2 - EARLY TERMINATION
Provided that Tenant is not in default of any of its obligations under this
Lease beyond any cure period, Tenant shall have the right to terminate this
Lease as of the expiration of the third (3rd) year of the term by giving to
Landlord written notice of termination not later than the one hundred eightieth
(180th) day prior to the third (3rd) anniversary date of the commencement date
of the Lease, and by paying to Landlord a termination fee 30 days prior to the
expiration of said third lease year in the amount of agreed to $16,621.55. If
such notice of termination is timely given and the aforesaid termination fee is
paid to Landlord, this Lease shall terminate at the end of the third year of the
term to the same extent as though such termination date were the original
termination date of the Lease. If Tenant validly elects to terminate this Lease
pursuant to this Rider 30.2 of the Lease, all improvements Tenant has made on
the demised Premises on the date of the notice shall become the property of the
Landlord, except that Tenant shall have the right to remove trade fixtures,
equipment, furnishings, signs and other identifying characteristics from the
demised Premises. Tenant agrees to promptly repair any damage done to the
Building by the removal of these items.
-END OF RIDERS-
24
EXHIBIT B
RULES AND REGULATIONS
------------------------------
1. Landlord may refuse admission to the Building outside of ordinary
business hours to any person not known to the watchman in charge or not properly
identified, and may require all persons admitted to or leaving the Building
outside of ordinary business hours to register. Any person whose presence in
the Building at any time shall, in the judgment of Landlord, be' prejudicial to
the safety, character, reputation and interests of the Building or its tenants
may be denied access to the Building or may be ejected therefrom. In case of
invasion, riot, public excitement or other commotion, Landlord may prevent all
access to the Building during the continuance of the same, by closing the doors
or otherwise, for the safety of the tenants, the Building and protection of
property in the Building. Landlord may require any person leaving the Building
with any package or other object to exhibit a pass from the tenant from whose
Premises the package or object is being removed, but the establishment and
enforcement of such requirement shall not impose any responsibility on Landlord
for the protection of any tenant against the removal of property from the
Premises of Tenant. The Landlord shall in no way be liable to any tenant for
damages or loss arising from the admission, exclusion or ejection of any person
to or from Tenant's Premises or the Building under the provisions of this rule.
2. Landlord reserves the right to exclude or expel from the Building
any person who in the judgment of Landlord is intoxicated or under the influence
of liquor or drugs or who shall in any manner do any act in violation of these
Rules and Regulations.
3. Tenant shall not do or permit anything to be done in its Premises
or bring or keep anything therein which will in any way obstruct or interfere
with the rights of other tenants, or do, or permit anything to be done in its
Premises which shall, in the judgment of Landlord or its manager, in any other
way injure or annoy them, or conflict with any laws or regulations or with the
regulations of the fire department or with any insurance policy upon the
Building or any part thereof or any contents therein or conflict with any of the
rules and ordinances of the pubic building or health authorities.
4. Tenant shall not sell or permit the sale, at retail or wholesale,
of newspapers, magazines, periodicals or theatre tickets, in or from its
Premises; nor shall Tenant carry on or permit or allow any employee or other
person to carry on the business of stenography, typewriting, telephone answering
service, or any similar business in or from its Premises for the service of
accommodation of the occupants of any other portion of the Building, or the
business of a xxxxxx shop, beauty shop, tobacco or pipe shop, liquor store,
employment bureau, or a manicuring or chiropodist business, except with the
prior written approval of Landlord. Tenant shall not occupy or permit any
portion of its Premises to be occupied as an office or facility for the
possession, storage, manufacture or sale of narcotics of any from or kind,
without the prior written approval of Landlord.
5. Tenant shall not manufacture any commodity or prepare or dispense
any foods or beverages in its Premises for commercial purposes or use the same
as sleeping apartments, unless the Premises are expressly leased for such
purposes.
6. Tenant shall not conduct directly or indirectly any auction upon
its Premises, or permit any other person to conduct an auction upon the
Premises. Tenant is not to conduct malodorous activities in or about its
Premises or the Building. Tenant will not permit gambling to be conducted in or
upon its Premises.
7. No noise, including the playing of any musical instruments, radio
or television, which, in the judgment of Landlord, might disturb other tenants
in the Building, shall be made or permitted by Tenant, and no cooking shall be
done in its Premises or the Building, except as expressly
25
approved by Landlord. Tenant may use coffee pots and microwave ovens. If
cooking is permitted by Landlord, Tenant shall not permit any cooking or food
odors emanating within the Building to seep into other portions of the Building.
All electrical equipment used by Tenant shall be U.L. approved. Nothing shall
be done or permitted in Tenant's Premises, and nothing shall be brought into or
kept in the Premise which would impair or interfere with any of the Building
services or the proper and economic heating, cooling, cleaning or other
servicing of the Building Premises, or the use or enjoyment by any other tenant
within the Building, nor shall there be installed by Tenant tiny ventilating,
air-conditioning, electrical or other equipment of any kind, which, in the
judgment of Landlord, might cause any such impairment or interference.
8. Tenant shall not install or operate any steam or gas engine or
boiler, or carry on any mechanical business, in the Building. The use of oil,
gas or flammable liquids for heating, lighting or any other purposes is
expressly prohibited. Explosives or other articles deemed extra hazardous shall
not be brought into the Building. Tenant shall not use any other method of
heating than that supplied by Landlord.
9. Tenant shall not leave water running in any bathroom, kitchen or
elsewhere in the Building or its Premises and Tenant shall be responsible for
any damage caused by the failure to shut off any water faucet, tap, etc.,
whether to the Building or to other occupants of same, and their furniture and
fixtures.
10. Tenant must observe strict care not to leave its Premises exposed
to tile elements, and for any default or carelessness in this respect, Tenant
shall make good all injuries or damages sustained by other tenants in the
Building and by Landlord. In this regard, Tenant shall not allow windows within
the Premises to be opened at any time except emergencies.
11. Tenant shall give Landlord prompt notice of all accidents to or
defects in air-conditioning equipment, plumbing, electric facilities or any part
or appurtenance of its Premises.
12. Tenant shall not cause unnecessary labor by reason of carelessness
and indifference to the preservation of good order and cleanliness in its
Premises and in the Building. Waste and unnecessary use of electricity and
other utilities is prohibited.
13. Tenant shall use electric, gas and any other form of energy only
from such sources of supply as is furnished in the Building. Use of and
portable heaters are strictly prohibited without the prior written consent of
Landlord.
14. All deliveries to the Building for or by Tenant are made through
the service entrance to the Building as designated by Landlord, unless special
permission is granted by Landlord for the use of other Building entrances.
Landlord reserve the right to inspect all freight to be brought into the
Building and to exclude the Building all freight which violates any of these
Rules and Regulations or the Lease of which these Rules and Regulations are a
part. Landlord further reserves the right to change the Building entrance to be
utilized for deliveries.
15. Furniture, equipment or supplies shall be moved in or out of the
Building only upon the elevator designated by Landlord and then only during such
hours and in such manner as may be prescribed by Landlord. Landlord shall have
the reasonable right to approve or disapprove the movers or moving company
employed by Tenant and Tenant shall cause said movers to use only the loading
facilities and elevator designated by Landlord.
16. Should Tenant desire to place in the Building any unusually heavy
equipment, including, but not limited to, large files, safes and electronic data
processing equipment, it shall first obtain written approval of Landlord to
place such items within the Building, for the use of the Building elevators, and
for the proposed location in which such equipment is to be installed. Landlord
shall have the power to prescribe the weight and position of any equipment that
may exceed the weight load limits of the Building structure, and may further
require, at Tenant's expense, the reinforcement of any flooring on which such
equipment may be placed, and/or to have an engineering study performed, also at
Tenant's expense, to determine such weight and position of
26
equipment, to determine added reinforcement required, and/or determine whether
or not such equipment can be safely placed within the Building. Landlord shall
not be responsible for the loss or damage to such furniture or equipment from
any cause. There shall not be used in any space, or in public halls or
stairways of the Building, either by Tenant or by jobbers or others, in the
delivery or receipt of merchandise, any hand trucks, except those equipped with
rubber tires and side guards.
17. When Tenant's corridor doors are not in use, Tenant shall use its
best efforts to keep them closed on all floors where Tenant is a partial tenant
on the floor. Tenant shall not place additional locks or bolts of any kind upon
any of the doors or windows of its Premises and no lock on any door therein
shall be changed or altered in any respective. Duplicate keys for Tenant's
Premises and toilet rooms (if applicable) shall be procured only from Landlord,
which may make a reasonable charge therefor. Upon the termination of Tenant's
lease, all keys of the Premises and toilet rooms shall be delivered to Landlord.
18. At the option of Landlord, the workmen of Landlord must be
employed by Tenant for repairs, remodeling, renovation, lettering, interior
moving of furniture and equipment, and other similar work that may be done on or
in its Premises, such work being performed by Landlord or Landlord's contractors
at Tenant's expense, including a xxxx-up of fifteen percent (15%) for Landlord's
overhead expense and profit for work of service performed.
19. Tenant shall permit the janitor of Landlord to clean its Premises.
Tenant shall not employ any person or persons other than the janitor of Landlord
for the purpose of cleaning or taking care of its Premises without the prior
written consent of Landlord. Included in Landlord's normal janitorial work
performed within the Premises is normal vacuuming of carpets. Other carpet
cleaning is the responsibility of Tenant. Tenant shall reimburse Landlord for
all cost incurred by Landlord in such other carpet cleaning, other than normal
vacuuming, including a xxxx-up of fifteen percent (15%) for Landlord's overhead
expense and profit for work performed. Any person or persons employed by Tenant
for the purpose of cleaning or taking care of its Premises, with the written
consent of Landlord, must be subject to and under the control and direction of
Landlord in all things in the Building and outside of said Premises. Landlord
will not be responsible for an, lost or stolen personal property, equipment,
money or any article taken from the Premises or Building, regardless of how or
when loss occurs.
20. The requirements of Tenant will be attended to only upon written
application at Landlord's management office for the Building. Employees of
Landlord shall not perform any work or do anything outside of their regular
duties, unless under special instruction from the management office of Landlord.
21. Only persons authorized by Landlord will be permitted to (a)
perform construction work on the Building, (b) function as a locksmith in the
building, or (c) perform security guard services in the Building. Such services
shall be furnished only at such hours, in such places within Tenant's Premises
and under such regulations as may be fixed by Landlord.
22. In the event Tenant must dispose of crates, boxes, etc., which
will not fit into office wastepaper baskets, it will be the responsibility of
Tenant to dispose of same or at Landlord's option, Landlord may dispose of said
waste and charge Tenant for such services. In no event shall Tenant leave any
refuse in the public hallways, stairways or other areas of the Building for
disposal unless Landlord has designated certain areas of the Building for the
short term collections of refuse prior to its prompt disposal.
23. Tenant shall not place showcases or other articles in front of or
affixed to any part of the exterior of the Building, nor placed in the hall,
corridors or vestibules without the prior written consent of Landlord.
24. If Tenant's Premises become infested with vermin, Tenant, at its
sole expense, shall cause its Premises to be exterminated, from time to time, to
the satisfaction of Landlord, and shall employ such exterminators therefor as
shall be approved by Landlord.
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25. Landlord shall have the right to prohibit any advertising by
Tenant which, in Landlord's opinion, tends to impair the reputation of the
Building or its desirability as a building or office. Upon written notice from
Landlord, Tenant shall refrain from or discontinue such advertising. Tenant
shall not be permitted to distribute written materials such as handbills or
leaflets in the Building without Landlord's prior written consent.
26. If Tenant employs laborers or others outside of the Building, such
Tenant shall not have its employees paid in the Building, but shall arrange to
pay their payrolls elsewhere. Tenant shall not advertise for laborers, giving
an address at the Building.
27. Bicycles or other vehicles shall not be permitted in the offices,
halls, corridors, lobbies and elevators of the Building, nor shall any
obstruction of sidewalks or entrances of the Building by such be permitted.
28. The sidewalks, entries, passages, elevators and staircases shall
not be obstructed or used by Tenant, its servants, agents or visitors for any
other purpose than ingress and egress to and from the respective offices.
29. Canvassing, soliciting and pending in the Building is prohibited
and Tenant shall cooperate to prevent the same.
30. No animals, birds, or pets of any kind shall be allowed in
Tenant's Premises or Building.
31. The water closets, urinals, waste lines, vents or flues of the
Building shall not be used for any purpose other than those for which they were
constructed, and no rubbish, acids, vapors, newspapers or other such substances
of any kind shall be thrown into them. The expense caused by any breakage,
stoppage or damage resulting from a violation of this rule by Tenant, its
employees, visitors, guests or licensees, shall be paid by Tenant.
32. All contractors and/or technicians performing work for Tenant
within the Building shall be referred to Landlord for approval before performing
such work. This shall apply to all work including but not limited to,
installation of telephone or telegraph equipment, electrical devices and
attachments, and all installations affecting floors, walls, windows, doors,
ceilings, equipment or any other physical feature of the Building. None of this
work shall be done by Tenant without Landlord's prior written approval.
33. If Tenant desires radio signal, communication, alarm or other
utility or service connection installed or changed, such work shall be done at
the expense of Tenant, with the prior written approval and under the direction
of Landlord. No wiring shall be installed in any part of the Building without
Landlord's approval and direction. Landlord reserves the right to disconnect
any radio, signal or alarm system when, in Landlord's opinion, such installation
or apparatus interferes with the proper operation of the Building or systems
within the Building. Further, unless otherwise agreed upon by Landlord, all
telecommunications equipment necessary to serve Tenant shall be located in the
Premises, or at Tenant's expense and at Landlord's option, in a lockable
enclosure in a common area location designated by Landlord.
34. Except as permitted by Landlord, 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 its Premises or of the Building and
the cost and repair cost of any defacement, damage or injury caused by Tenant,
its agents or employees, shall be paid for by Tenant. Tenant will be
responsible for any damage to carpeting and flooring as a result of rust or
corrosion of file cabinets, post holders, roller chairs and metal objects.
35. All glass, lighting fixtures, locks and trimmings in or upon the
doors and windows of Tenant's Premises shall be kept whole and whenever any part
thereof shall be broken through cause attributable to Tenant, its agents, guests
or employees, the same shall immediately be replaced or repaired at Tenant's
expense, and put in order under the direction and to the same condition of
28
Landlord and shall be left whole or in good repair, along with the same number
and kind of keys as may be received by Tenant on entering upon possession of any
part of said Building, or during the tenancy.
36. The cost of repairing any damage to the public portions of the
Building or the public facilities or to any facilities used in common with other
tenants, caused by Tenant or the employees, licensees, agents or invitees of
Tenant, shall be paid by Tenant.
37. Any painting or decorating as may be agreed to be done by and at
the expense of Landlord shall be done during regular weekday working hours;
should Tenant desire such work done on Saturdays, Sundays, holidays or outside
of regular working hours, Tenant shall pay for the extra cost thereof. All
decorating, carpentry work, or any labor required for the installation of
Tenant's equipment, furnishings or other property shall be performed at Tenant's
expense by Landlord's employees or at Landlord's option and consent by persons
or contractors authorized in writing by Landlord.
38. Tenant shall not install any resilient tile or floor covering in
the Premises except in a manner approved by Landlord. Tenant shall not remove
any carpet, or wall coverings, window blinds, or window draperies in its
Premises without the prior written approval from Landlord.
39. No awnings or other projections shall be attached to the outside
walls of the Building or on or around the windows of the Premises by Tenant
without the prior written consent of Landlord. No curtains, blinds, draperies,
shades or screens shall be attached to or hung in, or used in connection with,
any window or door of Tenant's Premises by Tenant, without the prior written
consent of Landlord. Such awnings, projections, curtains, blinds, draperies,
shades, screens or other fixtures must be of a quality, type, material and
color, and attached In the manner approved by Landlord.
40. The sashes, sash doors, windows, side glass, glass floors and any
lights or skylights that reflect or admit light into halls or other places of
Building shall not be covered or obstructed by Tenant without the prior written
approval from Landlord.
41. No carpet, rug or other article shall be placed, hung or shaken on
or in any perimeter opening of the Premises, nor shall anything be thrown or
allowed to drop by Tenant out of such openings or down the passages, courts,
light xxxxx or atrium of the Building, or from balconies, and Tenant shall not
sweep or throw or permit to be swept or thrown from its Premises any dirt,
refuse or other similar substances upon the sidewalks or into any of the
corridors or halls, elevators, lobbies, courts of stairways, light xxxxx or
areaways of the Building.
42. Tenant shall not walk upon the roof of the Building nor make any
installations upon or through the roof or walls of the Building, without the
prior written consent of Landlord.
43. Landlord may at any time within one hundred eighty (180) days
before the expiration date of Tenant's lease, enter its Premises at all
reasonable hours for the purpose of offering the same for rent; but Landlord
will give Tenant ample notice of its intended time of showing the Premises.
44. Tenant shall cooperate fully with the life safety plans of the
Building as established and administered by Landlord. This includes
participation by Tenant and employees of Tenant in exit drills, fire
inspections, life safety orientations and other programs relating to safety that
may be promulgated by Landlord.
45. Tenant recognizes Landlord's interest in being free from labor
difficulties, strikes, picketing or handbilling on or near Premises in which
Landlord has a possessory or reversionary interest. Should such difficulties,
strikes, picketing or handbilling be engaged in by Tenant's employees or the
employees of Tenant's contractors, subcontractors, or agents, or be caused by
the actions or presence of Tenant's employees, contractors, subcontractors,
agents, or their employees, Tenant will take all reasonable steps to restore
harmony. Furthermore, Tenant will be liable for all damages to Landlord
occurring as a result of such difficulties, strikes, picketing, or handbilling.
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46. Landlord shall not be responsible for lost or stolen personal
property, equipment, money, or jewelry from the Premises or from the public
areas of the Building, regardless of whether such loss occurs when the area is
locked against entry. Landlord will not be liable to Tenant or Tenant's
employees, customers or invitees for any damages or losses to persons or
property caused by other tenants in the Building or from damages or losses
caused by theft, burglary, assault, vandalism, or other crimes.
47. Smoking is prohibited in all common areas of the Building
including lobbies, restrooms, corridors, stairwells and the vending room.
48. Landlord will be reasonable with regard to enforcement of all
Rules and Regulations.
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EXHIBIT C
PREMISES IMPROVEMENT AGREEMENT
WHEREAS, the undersigned Landlord and Tenant have executed, and delivered
a certain Office Lease (the "Lease") to which this Agreement is attached, and
into which this Agreement is fully incorporated by reference as Exhibit C; and
WHEREAS, said Lease provides for the letting of space (the "Premises")
within the building located at 000 Xxxxx Xxxxx Xxxxx, Xxxxxx, Xxxx 00000,
commonly known as Metro Center Phase IV (the "Building"); and
WHEREAS, the terms "Landlord," "Tenant," "Premises," and "Building" as
used herein shall have the same meanings ascribed thereto as set forth in the
Lease; and
WHEREAS, Landlord and Tenant desire to set forth herein their respective
agreements regarding the improvement of the Premises;
NOW THEREFORE, in consideration of the premises, the execution and
delivery of the Lease by the parties hereto, the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Landlord and tenant, intending to be legally
bound, hereby agree as follows:
SECTION 1. TENANT IMPROVEMENTS.
1.01 The term "Tenant Improvements" shall mean all improvements
constructed or installed in or on the Premises in accordance with the Drawings
and Specifications, as hereinafter defined.
1.02 The term "Base Building Condition" shall mean the condition of the
Premises prior to commencement of the work of constructing and installing the
Tenant Improvements.
1.03 The parties hereby agree that Landlord/Tenant shall perform all
work required to complete the Tenant Improvements in the Premises, at the
expense to Landlord and Tenant as allocated in Section 3.02 hereof.
SECTION 2. DRAWINGS AND SPECIFICATIONS.
2.01 The term "Drawings and Specifications" shall mean the final
drawings, specifications and finish schedules for the Tenant Improvements which
shall be approved by Landlord and Tenant in accordance with the following
procedure:
(a) Promptly after execution of this Tenant Improvement
Agreement, Landlord shall provide Tenant with drawings which reflect the
Base Building Condition of the Premises. Tenant has inspected the
Premises, is familiar with the condition of the Premises, and
acknowledges that the Base Building Condition is acceptable to Tenant and
suitable for Tenant's proposed use.
(b) As soon as reasonably possible after receiving the drawings
described in subsection 2.01(a) above, but no more than thirty (30) days
thereafter, Tenant shall deliver to Landlord Tenant's proposed final
working drawings, specifications, finish schedules and the like for the
Tenant Improvements. Landlord shall promptly review and resubmit the
same to Tenant, either with Landlord's approval, or with Landlord's
approval subject to comment, or with Landlord's reasonable disapproval.
Tenant acknowledges that in approving or disapproving Tenant's plans and
specifications, among other things, Landlord will require the Tenant
Improvements proposed by Tenant to be reasonably consistent with the
quality and design format adopted by Landlord from time to time as
Landlord's "Building
31
Standard." If Landlord fails to respond within thirty (30) days after
receiving such proposed final drawings and the like, Landlord shall be
deemed to have given its full approval thereto. Tenant shall resubmit
any such drawings and the like which are returned by Landlord without
complete approval as promptly as possible, and such resubmitted drawings
and the like shall contain the information or changes required by
Landlord. Once Landlord then satisfies itself that such drawings,
specifications, finish schedules and the like are acceptable, Landlord
shall so notify Tenant and the same shall constitute the "Drawings and
Specifications" for purposes of this Premises Improvement Agreement.
SECTION 3. PAYMENT OF COSTS.
3.01 Landlord shall bear the cost of preparing the Base Building
Condition described in Section 1.02 above.
3.02 Landlord shall pay all costs of construction of the Tenant
Improvements (the "Tenant Improvement Costs") pursuant to Exhibit C-1 attached
hereto and made to be a part of this Lease (the "Landlord's Contribution"). The
Landlord's Contribution will not exceed $29,205 including architectural and
engineering costs. If the Tenant makes changes to the specifications as set
forth in Exhibit C-1 which result in additional costs to the Landlord to
complete the Tenant Improvements then, Tenant shall pay such excess cost as
hereinafter provided.
3.03 If at any time after the Tenant Improvement Costs are determined,
Tenant desires to make changes in the drawings and specifications, Tenant shall
submit to Landlord for approval working drawings, specifications, finish
schedules and revised budgets and disbursement schedules for any and all such
desired changes. The approval process for all such desired changes shall be set
forth in Section 2 above.
3.05 If Landlord contracts to have the Tenant Improvements constructed:
(a) Landlord shall obtain two or more bids for such work,
which, if when added to Landlord's Fee (hereinafter defined) exceeds the
Landlord's Contribution. Tenant shall work with Landlord to revise the
Drawings and Specifications or to obtain other bidders who are acceptable
to Landlord to construct the Tenant Improvements, and whose bid is
acceptable to Landlord. The foregoing notwithstanding, Landlord shall
not be required to resubmit Tenant Improvements for bid more than twice.
(b) Tenant shall pay Landlord a fee of 10% of the Tenant
Improvement Costs as the "Landlord's Fee," to cover Landlord's costs
incurred in connection with coordinating and contracting for such work.
32
(d) Within ten (13) days after Tenant accepts the bid and
Landlord selects the contractor, Tenant shall pay to Landlord fifty
percent (50%) of the amount by which the Tenant Improvement Costs,
including Landlord's Fee, exceeds the Landlord's Contribution.
Immediately upon substantial completion of the Tenant Improvements,
Tenant shall pay to Landlord the balance of the amount by which Tenant
Improvement Costs exceed Landlord's Contribution. Substantial completion
shall occur when an architect certifies that the Tenant Improvements are
substantially complete.
(d) In the event Tenant fails to pay to Landlord, any amount
due hereunder when the same Is due, Landlord shall not be obligated to
contract for Tenant Improvements or to cause construction to be
commenced, Landlord may stop construction and such failure shall
constitute a Default under the Lease. Any delay caused by Tenant's
failure to pay any amount due hereunder when the same is due, shall not
delay the Commencement Date of the Lease or any of Tenant's obligations
thereunder.
SECTION 4. TENANT'S WORK.
4.01 All work in or about the Premises which is not within the scope of
the work necessary to construct and install the Tenant Improvements, such as
delivering and installing furniture, telephone equipment and wiring, and office
equipment, shall be furnished and installed by Tenant entirely at Tenant's
expense. Tenant shall submit a schedule for performing such additional work to
Landlord for Landlord's approval and shall see that such work is conducted in
such a manner as to maintain harmonious labor relations and as not to interfere
unreasonably with or to delay the work of constructing or installing the Tenant
Improvements.
4.02 Landlord shall give access and entry to the Premises to Tenant and
Landlord's/Tenant's contract parties constructing the Tenant Improvements and
performing such additional work, and reasonable opportunity and time to enable
Tenant and such contract parties to perform and complete such work.
4.03 If at any time such entry shall cause or threaten to cause
disharmony or interference, Landlord shall have the right to upon 12 hours
written notice to Tenant to require Tenant to cease such additional work until
such time as the Tenant Improvements are completed. Tenant agrees that any such
entry or occupation of, and additional work, in the Premises shall be governed
by all of the terms, covenants, conditions and provisions of the Lease, except
the covenant for the payment of rental, and further agrees that Landlord shall
not be liable in any way for injury, loss or damage which may occur to any of
Tenant's work or installations made in such Premises, or to any personal
property placed therein, the same being at Tenant's sole risk.
4.04 In the event that Tenant performs the work to complete the Tenant
Improvements, or if Landlord permits Tenant and/or Tenant's employees, agents,
contractors and subcontractors to enter the Premises prior to the Commencement
Date so that Tenant may do such additional work described above, then in either
event, Tenant and/or Tenant's contractors, when applicable, shall be required to
provide the following types of insurance in the following minimum amounts, which
shall, at Landlord's option name Landlord and any other persons having an
interest in the Building as additional insureds as their interest may appear,
issued by companies approved by Landlord.
(a) Worker's Compensation coverage, with limits of at least
$500,000 for the employers' liability coverage thereunder, and/or
statutory limits, whichever is greater.
(b) Comprehensive General Liability Policy to include
Products/Completed Operations, Broad Form Property Damage and Contractual
Liability.
(c) Automobile Liability coverage, with bodily injury limits of
at least $100,000 per person, $300,000 per accident and $50,000 per
accident for property damage. Original or duplicate policies for all of
the foregoing insurance coverages shall be delivered to Landlord before
Tenant's work is started and before any contractor's equipment is moved
onto any part of the Building or area adjacent to the Building.
33
4.05 Each contractor and subcontractor participating in Tenant's
performance of work to complete the Tenant Improvements, or the additional work
(if applicable), shall guarantee that its work will be free from any and all
defects in workmanship and materials for the period of time which customarily
applies in good contracting practice, but in no event for less than one (1) year
after the acceptance of the work by Tenant and Landlord. The aforesaid
guarantees of each such contractor and subcontractor shall include the
obligation to repair or replace in a thoroughly first-class and workmanlike
manner, and without any additional charge, all defects in workmanship and
materials. All warranties or guarantees as to materials or workmanship on or
with respect to Tenant's work, shall be contained in the contracts and
subcontracts for performance of Tenant's work and shall be written so that they
shall inure to the benefit of Landlord and Tenant as their respective interests
may appear. Such warranties and guarantees shall be so written that they can be
directly enforced by either Landlord or Tenant, and Tenant shall give to
Landlord any assignment or other assurance necessary to effectuate the same.
4.06 Tenant shall not employ any contractor unless previously approved
in writing by Landlord. Tenant shall not be required to contract with anyone to
whom Tenant has a reasonable objection. Contracts between Tenant and
contractors shall (1) require each contractor, to the extent of the work to be
performed by the contractor, to be bound to Tenant by the terms of the Lease and
this Premises Improvement Agreement, and to assume toward Tenant all of the
obligations and responsibilities which Tenant, by the Lease, assumes toward
Landlord, and (2) allow to the Landlord/Owner (as a third party beneficiary) to
the benefit of all rights, remedies and redress afforded to Tenant by the
contract with the contractor as agent, and (3) allow Landlord/Owner to proceed
against the contractor directly without Landlord/Owner being required to first
proceed against Tenant.
SECTION 5. MISCELLANEOUS.
5.01 Each contractor and subcontractor participating in Tenant's work
shall obtain prior written approval from Landlord for any space within the
Building which such contractor or subcontractor desires to use for storage,
handling and moving of its materials and equipment; in no event shall this
paragraph be considered as a commitment of Landlord to provide Tenant, its
contractors or subcontractors, any storage facilities outside of the Premises.
5.02 Each contractor and subcontractor participating in Tenant's work
shall make prior arrangements with Landlord for connections to the Building's
utility systems and services, with such connections being made during the time
of day or night and on such a day as Landlord may reasonably determine.
5.03 It shall be Tenant's responsibility to cause each of Tenant's
contractors and subcontractors participating in Tenant's work to remove and
dispose of, at least once a week or more frequently, as Landlord may direct, all
debris and rubbish caused by or resulting from the construction of Tenant's work
and, upon completion of Tenant's work, to remove all temporary structures,
surplus materials, debris and rubbish of whatever kind remaining in the
Building, which has been brought in or created by the contractors and
subcontractors in the construction of Tenant's work, at a time designated by
Landlord.
5.04 Tenant's contractors and subcontractors shall cause their
employees and agents to enter and exit the Building via the entrance and
elevators designated by Landlord. All materials, supplies and equipment shall
be brought into the Building at times reasonably approved by Landlord.
5.05 It shall be Tenant's responsibility to cause each of Tenant's
contractors and subcontractors to maintain continuous protection of adjacent
premises in the Building in such manner as to prevent any damage to such
adjacent property by reason of the performance of Tenant's work or any repairs
to the Premises.
5.06 In the event that Tenant performs the work to complete the Tenant
Improvements, Tenant or Tenant's contractor(s) shall file all drawings, plans
and specifications, pay all fees and
34
obtain all permits and applications from the City of Columbus Building
Department, the Department of Labor and any other authorities' which may have
jurisdiction.
LANDLORD:
L&B SERBO FUND, as Successor to School
Employees Retirement Board of Ohio
By: L&B Real Estate Counsel, a Texas
general partnership, its Investment
Manager
By: L&B Realty Advisors, a Delaware
Corporation, and its General Partner
By: /s/ Xxxx Xxxxxxx
-------------------------------
Xxxx X. Xxxxxxx
Authorized Signatory
TENANT:
Papnet of Ohio, Inc.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxx
-----------------------------
Its: President
------------------------------
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EXHIBIT F
JANITORIAL SERVICES
NIGHTLY SERVICE
A. General Office Areas (including inside offices)
1. Empty trash receptacles.
2. Empty ash trays, wet wipe and polish.
3. Vacuum traffic aisles.
4. Dust mop floors, taking care to get under furniture and into
corners.
5. Spot clean carpet.
6. Clean and polish drinking fountains.
7. Thoroughly dust all horizontal surfaces including desk tops, file
cabinets, chairs, tables, edges, etc.
8. Remove fingerprints from entrance glass.
B. Restrooms
1. Stock towels, tissue, hand soap, sanitary napkins (to be provided
by the Contractor).
2. Empty trash receptacles.
3. Empty sanitary napkin disposal units and wrap for separate
disposal.
4. Clean and polish mirrors.
5. Toilets and urinals to be cleaned and disinfected inside and
outside, polish brightwork.
6. Toilet seat to be cleaned on both sides.
7. Scour, disinfect all basins, polish brightwork.
8. Dust partition tops, ledges, louvers in doors, tops of mirrors,
and vanity lights.
9. Remove splash marks from walls around wash basins.
10. Wipe towel cabinet covers.
11. Remove fingerprints from stall doors.
12. Spot clean entrance door.
13. Wet mop restroom floor using a disinfectant.
14. Clean private bathrooms, however, Tenant shall provide supplies to
clean and stock same.
C. Corridors
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1. Dust mop and/or vacuum.
2. Dust ledges.
D. Stairway
1. Police debris from stairs and landings.
E. Elevators
1. Vacuum carpeting and spot clean to remove stain.
2. Wet mop freight elevator floor.
3. Shampoo carpeting (every two weeks).
4. Clean interior wall surfaces.
5. Clean elevator doors.
WEEKLY SERVICE
A. General Office Area
1. Dust all vertical surfaces of desks, file cabinets.
2. Remove dust from all hard to reach areas such as tops of high
cabinets, picture frames, baseboards, window xxxxx and any other
area not serviced nightly.
3. Remove handprints from around light switches and door frames.
4. Vacuum all carpeting.
5. Clean interior glass.
B. Restrooms
1. Wash restroom partitioning using a disinfectant.
2. Dust and/or vacuum vents in ceiling.
3. Wash trash receptacles.
4. Wash sanitary napkin disposal units using a disinfectant.
5. Clean plumbing under sinks.
C. Stairways
1. Sweep and/or dust mop steps and landing in stairways.
2. Dust ledges.
3. Remove spillage.
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MONTHLY SERVICE
A. Restrooms
1. Scrub ceramic floors.
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