_________________________________________________________________
130 BUILDING
STANDARD OFFICE LEASE
FOR
XXXX SOLUTIONS, INC.
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130 BUILDING
STANDARD OFFICE LEASE
TABLE OF CONTENTS
ARTICLE INDEX PAGE
Article 1 Parties and Reference Data 1
Article 2 Demising Clause 1
Article 3 Term and Possession 2
Article 4 Rent and Other Charges 2
Article 5 Security Deposit 3
Article 6 Services by Landlord 3
Article 7 Repair and Maintenance 4
Article 8 Tenant Improvements 4
Article 9 Surrender Upon Termination 4
Article 10 Xxxxxx's Default 4
Article 11 Right of Entry 5
Article 12 Fire and Other Casualty 5
Article 13 Insurance and Waiver of Recovery 5
Article 14 Condemnation 5
Article 15 Assignment and Subletting 6
Article 16 Liability 6
Article 17 Restrictions on Use 6
Article 18 Substitute Premises 6
Article 19 General Provisions 7
Exhibit A Floor Plan
Exhibit B Certificate of Occupancy
Exhibit C Lien Waivers
130 BUILDING
STANDARD OFFICE LEASE
ARTICLE 1
PARTIES AND REFERENCE DATA
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As used in the Lease, the following terms shall have the following
meanings:
1.1 Landlord: Xxxxxxx Investors Associates LLC, a Delaware Limited
liability company, having as its address for notice purposes 00 Xxxxx Xxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000, Attn: X. Xxxx Xxxx.
1.2 Tenant: XXXX Solutions, Inc, a Missouri Corporation, having as its
address for notice purposes 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx 000000, Attn:: Xx. Xxx Xxxxxxxxx.
1.3 Date of this Lease: January 8, 1999
1.4 Date of final space plan: N/A
Landlord's plan submitted date: N/A
Tenant's plan approval N/A
1.5 Lease commencement date: February 12, 1999
Rent commencement date: February 12, 1999
Lease expiration date: February 29, 2004
1.6 Term: Five (5) years and seventeen (17) days.
1.7 Building: The office building in the City of Xxxxxxx, County of St.
Louis, known and numbered as the 130 Building, 000 Xxxxx Xxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000, including all facilities and improvements thereon.
1.8 Premises: The Premises shall be located on floor 3, and shall be known
as Suite 303, located in the building as depicted on Exhibit A of this lease.
Landlord shall, at Landlord's expense, install building standard carpeting
throughout the premises and paint all previously painted wall surfaces.
1.9 Permitted Use: The premises shall be used and occupied by Tenant for
general office use and for no other purpose whatsoever; provided, however, that
Tenant shall not use or occupy the premises for any unlawful business use or
purpose.
1.10 Annual Base Rent and Monthly Base Rent Installment:
From 02/12/1999 - 02/28/1999: Annually $6,252.00; Monthly $521.00.
From 03/01/1999 - 02/29/1999: Annually $11,040.00; Monthly $920.00.
1.11 Public Liability Insurance Required: $1,000,000.00.
1.12 Security Deposit: $920.00
1.13 Expense Stop Amount: The Expense Stop Amount shall be based upon the
expenses, as defined in Section 4.2 of the lease of the building for 1998
(01/01/98 - 12/31/98) calendar year.
1.14 Brokers: Insignia Commercial Group, Inc.
Party responsible for payment: Landlord.
1.15 Addendum: One (1) page
1.16 Exhibits: The following Exhibits attached to this lease are
incorporated herein by this reference:
Exhibit A. Floor Plan
Exhibit B. Certificate of Occupancy
Exhibit X. Xxxx Waivers
ARTICLE 2
DEMISING CLAUSE
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Landlord, for and in consideration of the rents, covenants and
agreements hereinafter mentioned and hereby agreed to be paid, kept and
performed by Xxxxxx, does hereby lease to Tenant, and Tenant does hereby lease
from Landlord, the premises on the terms and conditions contained herein.
ARTICLE 3
TERMS AND POSSESSION
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3.1 Term: The term shall commence on the lease commencement date and
shall continue for the term, unless earlier terminated as provided for herein.
3.2 Possession: If the Premises are not available or ready for occupancy
on the Lease Commencement Date, and such unavailability or unreadiness is not
occasioned or caused by Tenant (such as Tenant's failure to promptly approve
plans, make material or color selections, make improvements to the premises
which are to be made by Tenant or make other decisions which are necessary to
prepare the premises for occupancy), then the Lease Commencement Date shall be
the first day after the premises is available and ready for occupancy, and the
Lease Expiration Date shall be adjusted accordingly. Subject to the availability
of the premises and with the prior approval of Landlord, Tenant shall have the
right prior to the Lease Commencement Date to enter upon the premises at
reasonable times for the purpose of preparing the premises for its intended use.
The premises shall be deemed ready for occupancy if only insubstantial details
of construction, decoration or mechanical adjustments remain to be done. The
determination of Landlord's tenant finish representative for the building shall
be final as to whether the premises are ready for occupancy. Xxxxxx's taking
possession of any portion of the premises shall be conclusive evidence that such
portion of the premises was in good order and satisfactory condition when Xxxxxx
took possession of the premises, except as to damage caused by Tenant or
Tenant's agents. On the date on which Xxxxxx takes possession of the premises,
the parties shall execute a Certificate of Occupancy in the form attached hereto
as Exhibit B confirming the lease and rent commencement dates and setting forth
any incomplete items (if any), but failure to execute such document shall not in
any manner affect the obligations of the parties hereunder. Tenant acknowledges
that neither Xxxxxxxx nor any agent of Landlord has made any representation or
warranty with respect to the premises or the building, or with respect to the
suitability of either for the conduct of Xxxxxx's business. If by mutual consent
of Landlord and Tenant, Xxxxxx takes possession of the premises prior to the
lease commencement date, then during such pre-term period, Tenant shall pay rent
as herein established on a prorata basis and such occupancy shall be under all
of the terms and conditions of this lease, but such pre-term occupancy shall not
affect this lease as herein otherwise established.
3.3 Common Areas: Tenant shall have the nonexclusive right to use, in
common with other tenants in the building and subject to the building rules, the
common areas in the Building.
ARTICLE 4
RENT AND OTHER CHARGES
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4.1 Rent:
Commencing on the rent commencement date, Tenant shall pay to Landlord
the annual base rent, payable in the monthly base rent installment specified in
Article 1.10 to Landlord at the location designated in Article 1.1 or at the
place designated from time to time by Landlord in advance and without demand on
the first day of each and every month throughout the term of this lease. The
rent for any partial month shall be prorated on the basis of thirty (30) days to
the month and shall be paid on the first day of such partial period. In
addition, Tenant shall pay to Landlord all charges for any services, goods or
materials furnished by Landlord under this lease, within thirty (30) days after
Landlord renders a statement therefore to Tenant. All sums hereunder are payable
without deduction, abatement or setoff of any nature whatsoever. All past due
obligations of Tenant shall bear interest at the rate of 1.833% per month or, if
such rate be unlawful, at the highest lawful rate.
4.1 Operating Cost Reimbursement:
The annual base rent shall be adjusted from time to time in accordance
with this section to reflect increases in the expense of operating the building
("Operating Costs"). The annual base rent, including the adjustments made
pursuant to this section, is referred to in this lease as the "Rent". Landlord,
during the last month of the building's fiscal year or as soon as thereafter as
practical, shall given Tenant written notice of Landlord's estimate of increases
in operating costs for the ensuing fiscal year as compared to the Expense Stop
Amount. As used herein ("Tenant's Prorata Share") shall be the ratio of the
premises to the total leasable are of the building. On or before the first day
of each and every month during the ensuing fiscal year, tenant shall pay to
Landlord 1/12th of Tenant's prorata share of each estimated amount. If at any
time(s) it appears to Landlord that the actual costs for the current fiscal year
will vary from Landlord's estimate by more than ten percent (10%), Landlord may,
by written notice to Xxxxxx, revise Xxxxxxxx's estimate for such year and revise
the 1/12th billing accordingly.
As soon as practical after the end of each fiscal year where estimated
increases in operating costs are required by this lease to be paid, Landlord
shall send to Tenant a statement of the actual amount of the preceding fiscal
year's increase (if any) over the Expense Stop Amount. If the estimated amount
exceeded the actual amount paid by Tenant, such excess amount shall be credited
to Tenant within thirty (3) days from the date of the statement. If the
estimated amount was less that the actual amount owed to Landlord, then Tenant
shall pay to Landlord such difference within thirty (30) days from the date of
the statement. If at the end of the building's fiscal year less than twelve (12)
months remain on this lease, the final estimated increase being paid by Tenant
in the final lease year shall prevail to the end of this lease.
Operating costs shall include all costs of administration, operation, repairs,
maintenance, utilities, insurance and taxes, but shall not include federal or
state income taxes, tenant alterations, leasing commissions, interest expense,
debt service, capital items, or depreciation. If the Building is not fully
leased or if Landlord is not providing standard Building services to all tenants
during any calendar year, actual Expenses shall be adjusted to reflect a fully
serviced and leased Building for the purpose of making the adjustment to Annual
Base Rent. In order to avoid distortion and inequity, the following items shall
be considered operating expenses and amortized over the life of the items: (i)
capital items made after the commencement of this Lease that produce a reduction
in energy consumption or Operating Costs; (ii) capital items caused by
governmental requirements imposed after the commencement of this Lease.
4.3 Inspection. Tenant may inspect the books of the Building with
respect only to the Operating Costs of the Building at the office of the
property manager for the Building during normal business hours, provided such
inspection is requested within thirty (30) days from the statement date. Such
inspection, however, shall not extend the due date for payment. Unless Tenant
asserts specific error(s) within forty-five (45) days of statement date, the
statement shall be deemed to be correct. In the event of any dispute under this
paragraph, the determination of the independent certified public accountant then
servicing Landlord's books relating to the Building shall be binding on all
parties.
ARTICLE 5
SECURITY DEPOSIT
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Simultaneous, with the execution of this Lease, Tenant shall deposit
with Landlord the Security Deposit as specified in Article 1.12 to be held to
guarantee the faithful performance by Tenant of all of Tenant's obligations
under this Lease. Any interest earned thereon shall be the property of
Landlord. Upon the occurrence of any event of default by Xxxxxx, Landlord may,
from time to time, without prejudice to any other remedy, use the Security
Deposit to the extent necessary to cure such default, the remaining balance to
be returned by Landlord to Tenant after termination of this Lease. Such
Security Deposit shall not be considered an advance payment of Rent or a measure
of Landlord's damage in case of default.
ARTICLE 6
SERVICES BY LANDLORD
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Landlord covenants and agrees:
a. to furnish heat and air conditioning to provide a seasonable
temperature (subject to governmental regulations) for normal occupancy and use
of the Premises (defined as a density not to exceed one (1) person per 175
usable square feet in the Premises) under normal business operations daily from
8:00 A.M. to 6:00 P.M., Saturdays from 8:00 A.M. to 1:00 P.M., Sundays and legal
holidays excepted ("Normal Business Hours");
b. to provide elevator service during normal business hours and to
have at least one (1) elevator subject to call at all other times;
c. to provide water for lavatory and drinking purposes in places
designated by Landlord;
d. to provide maintenance services to keep the public areas of the
Building in good order and to cause the Premises to be cleaned by sweeping
floors, dusting the surfaces of normal office furniture, and emptying
wastebaskets on each business day, and to cause the floors of the public areas
and the Premises to be waxed or vacuumed and the windows to be cleaned at
reasonable intervals;
e. to furnish the labor necessary to relamp all fluorescent light
fixtures installed by Landlord in the Premises;
f. to provide electrical service at those points of connection
provided and installed by Landlord and in the manner and to the extent deemed by
Landlord to be standard. Tenant shall report to Landlord any material
deficiency in the services provided by Landlord or Landlord's Agents. Normal
electrical consumption on the Premises is as follows: electricity consumed by
Tenant for normal use of fluorescent lighting and small office machines
aggregating not more that four (4) xxxxx per square foot per hour for normal
business hours. Tenant will not be allowed to exceed any of the amounts of
electricity in the Premises as herein referenced without Xxxxxxxx's prior
written approval. If Tenant receives Landlord's written approval, Xxxxxx is
responsible for all expenses associated with such excess electrical consumption.
Landlord reserves the right to install submeters or to conduct an electric
consumption audit to determine electrical consumption on the Premises at the
expense of Landlord. If desired by Xxxxxx, a master meter may be installed at
Xxxxxx's expense. Landlord shall have access to such metering devices at all
reasonable times and shall prepare a separate monthly statement of the excess
utilities used by such equipment based on the utility rates established from
time to time by the public utility furnishing such service. Tenant shall pay
the amounts shown on such statements to Landlord within thirty (30) days of
receipt.
Tenant acknowledges that any one or more such services may be suspended by
reason of accident, repair, alterations or improvements necessary to be made,
strikes, governmental restrictions, regulations or controls or causes beyond
the reasonable control of Landlord. No interruption, change or malfunction of
any of the services to be furnished by Landlord hereunder shall constitute an
eviction or disturbance of Tenant's use and possession of the Premises or the
Building or a breach by Landlord of any of Landlord's obligations hereunder or
render Landlord liable for damages or entitle Tenant to be relieved from any of
Tenant's obligations hereunder or grant Tenant any right of setoff or
recoupment. Landlord will however, use reasonable diligence to restore any such
interrupted service except where such event is required or recommended by
government authority.
ARTICLE 7
REPAIR AND MAINTENANCE
Landlord will, at Xxxxxxxx's own cost and expense, except as may be
provided elsewhere herein, make the necessary repairs of damage to the
Building's corridors, lobby, structural members and equipment used to provide
services furnished by Landlord hereunder, unless any such damage is caused by
acts or omissions of Tenant, Xxxxxx's agents, or employees, in which event
Tenant will bear the cost of such repairs. Tenant will not injure the Premises
or the Building, but will maintain the Premises in a clean, attractive condition
and in good repair, except as to damage to be repaired by Landlord as provided
above and except for the cleaning services to be rendered by Landlord as
provided in Article 6.
ARTICLE 8
TENANT IMPROVEMENTS
Tenants shall not, without the prior written consent of Landlord, make
any alterations, improvements or additions to the Premises (hereinafter referred
to as a "Change"). If Landlord consents to a Change it may impose such
conditions with respect thereto as Landlord deems appropriate, including without
limitation, requiring Tenant to furnish Landlord security for the payment of all
costs to be incurred in connection with the Change, insurance against
liabilities, which may arise out of such work and the plans and specifications
together with all necessary permits for such Change. The work necessary to make
the Change shall be done at Tenant's expense by employees or contractors hired
by Landlord except to the extent that Landlord may agree otherwise, and shall be
performed in such manner and at such times as Landlord shall direct to minimize
disturbance to other tenants. Tenant shall promptly pay, when due, the cost of
all such work and of all decorating required by reason thereof. Tenant shall
also pay to Landlord a percentage of the cost of such work (such percentage to
be established on a uniform basis for the Building) sufficient to reimburse
Landlord for all expenses arising from Xxxxxxxx's involvement with such work.
Upon completion of such work, Tenant shall deliver to Landlord, if payment is
made directly to contractors, evidence of payment, contractors affidavits and
full and final waivers of all liens for labor, services or materials (in the
form attached hereto as Exhibit C). Tenant shall indemnify, defend and hold
harmless Landlord and Building from all costs, damages and liens and expenses
related to such work. In connection with such work Tenant shall never be deemed
an agent of Landlord. All work done by Tenant or Xxxxxx's contractors shall be
done in a first class workmanlike manner using only good grades of materials and
shall comply with all union and insurance requirements and all Conditions. Any
Change shall (without compensation to Tenant) become Landlord's property at the
termination of the Term, and shall, unless Landlord requests otherwise, be
relinquished to Landlord in good condition,ordinary wear excepted.
ARTICLE 9
SURRENDER UPON TERMINATION
9.1 Surrender. At the expiration of this Lease, Xxxxxx shall surrender
the Premises broom cleaned and in good condition as it was at the beginning of
the Term, reasonable use and wear and tear excepted. Tenant shall also surrender
to Landlord all keys to their Premises and the Building. Prior to the expiration
of this Lease, Tenant shall remove all personal property. If Xxxxxx fails to
remove personal property or fails to leave the Premises in the condition
described above, Landlord may remove such personal property and restore the
Premises and charge Tenant for such removal and restoration.
9.2 Holding Over. If Tenant without the consent of Landlord retains
possession of the Premises or any part thereof after termination of the Term,
Tenant shall pay to Landlord Rent at a rate equal to two hundred percent (200%)
for the Rent payable for the month immediately preceding the commencement of
said holding over computed on a per month basis for each month or part thereof,
Tenant shall pay Landlord all direct and consequential damages sustained by
reason of Tenant's retention of possession. Such retention of possession shall
constitute a month to month lease terminable in accordance with law.
ARTICLE 10
TENANT'S DEFAULT
If Tenant defaults in the payment of Rent, or any other monetary
obligation hereunder,for more than five (5) business days after written notice
of such default by Landlord, or if Tenant defaults in the performance of any
other covenant, agreement, condition, rule or regulation herein contained or
provided for, or hereafter established for more than twenty (20) days after
written notice of such default by Landlord, then (in addition to and as an
alternative to all other legal remedies) Landlord shall have the right either to
(i) terminate this Lease and Xxxxxx's right to possession to the Premises, or to
(ii) terminate only Xxxxxx's right to possession of the Premises, and either
such event, Landlord shall have the right to re-enter and/or repossess the
Premises, and dispose and remove therefrom Tenant, or other occupants thereof.
and their effects, and alter the locks and other security devises at the
Premises all without being liable for any prosecution or damages therefore. In
either event Landlord shall be entitled to recover from Tenant, in addition to
the Rent, all expenses incurred in connection with such default, including
repossession costs, legal expenses and attorney's fees (whether or not suit is
filed), and all expenses incurred in connection with efforts to relet the
Premises,including cleaning, altering,advertising and brokerage commissions; and
all such expenses shall be reimbursed by Tenant as additional "Rent, whether or
not such default is subsequently cured. If Landlord elects to terminate only
Xxxxxx's right to possession, then Landlord may, at Landlord's option,
accelerate the entire amount then remaining unpaid under this Lease and recover
same forthwith from Tenant, together with all other charges recoverable
hereunder, and thereafter Landlord shall pay over to Tenant the net proceeds of
any total or partial reletting. If Landlord terminates only Xxxxxx's right to
possession, then Landlord may relet the Premises for the account of Tenant
(either in the name of the Landlord or Tenant). Except as otherwise provided
herein, Tenant waives demand for Rent, demand for possession, notice of
forfeiture, notice of termination, and any all other demands or notices required
by law.
ARTICLE 11
RIGHT OF ENTRY
Landlord and Landlord's representatives may enter the Premises at any
reasonable time for the purpose of inspecting the Premises, performing
Landlord's obligations under this Lease, performing any work which Landlord
elects to undertake for the safety, preservation, benefit or welfare of the
Building or other tenant's default, or exhibiting the Building or Premises for
sale, lease or financing during the last year of the Term of this lease.
ARTICLE 12
FIRE AND OTHER CASUALTY
If at any time during the Term of this Lease, the Premises or any
portions of the Building shall be damaged or destroyed by fire or other casualty
so as to render the Building unquestionably untenantable for 120 days or render
the Premises unquestionably untentantable for 120 days or twenty percent (20%)
of the unexpired term, whichever is less, then either party may elect, within
thirty (30) days from the date of casualty, to terminate this Lease on the tenth
(10th) day after such election. Any dispute hereunder shall be determined by an
independent architect selected by Landlord.
In any of the aforesaid circumstances, Rent shall xxxxx proportionately
during the period and to the extent that the Premises is unfit for use by Tenant
in the ordinary conduct of Xxxxxx's business. If this Lease is not terminated by
reason of such casualty, then Landlord shall repair and restore the Building
and Premises at Landlord's expense, with all reasonable speed and promptness,
subject to delays arising from shortage of labor or material, acts of god, war
or other conditions beyond Landlord's reasonable control; provided, however,
that Landlord shall not be required to restore andy alterations, additions or i
provements made by or for Tenant which would not belong to Landlord upon the
expiration of this Lease.
ARTICLE 13
INSURANCE AND WAIVER OF RECOVERY
13.1 Insurance. Tenant shall at all times during the Term maintain in
full force and effect with respect to the Premises public liability insurance
having the limits set forth in Article 1.11 hereof, all risk property insurance
upon all property owned or used by Tenant in the Premises in an amount not less
than ninety percent (90%) of the full replacement cost thereof, worker's
compensation and employer's liability insurance in form and amount required by
law, and such other coverage as may be reasonably required by Landlord or any
mortgagee of the Building, each in the standard form generally of use in the
State of Missouri in a company satisfactory ot Landlord. The amount of such
insurance coverage shall be subject ot increase upon the reasonable request of
Landlord. Such insurance shall be subject to modification or cancellation only
upon ten (10) day's notice to each certificate holder. Tenant,at or prior to
the Lease Commencement Date, and thereafter not less than thirty (30) days prior
to the expiration of any such policy, shall furnish Landlord with a certificate
of insurance n such coverage, such certificate to be in form acceptable to
Landlord and mortgagee the Building and, at the request of Landlord, to name
Landlord and any such mortgagee as an additional insured as their interests may
appear (or in the case of a mortgagee, by means of a standard mortgagee
endorsement).
13.2 Waiver of Recovery. Notwithstanding anything herein to the
contrary, Landlord and Tenant and all parties claiming under them herby mutually
release and discharge the other from all claims and liabilities arising from or
caused by any hazard covered by insurance on the Building or Premises, or
covered by insurance in connection with property on or activities conducted at
the Building or Premises, regardless of the cause of the damage or loss. This
release shall apply only to the extent that such loss or damage is covered by
insurance and only so long as the applicable insurance policies contain a clause
to the effect that this release shall not effect the right of the insured to
recover under such policies.
ARTICLE 14
CONDEMNATION
If all of the Premises is taken by condemnation, this Lease shall
terminate on the date when the Premises shall be so taken and Rent shall be
apportioned as of that date. If part of the Building or Premises is taken by
condemnation and the Building or Premises is thereby rendered not reasonably
suitable for the continued conduct of Landlord's or Tenant's business, taking
into consideration the nature, size and scope of such business immediately prior
to the taking, then either party may elect by giving written notice to the
other, to terminate this Lease. In the event of such termination, all charges
and Rent shall be apportioned as of the date of taking. If the taking involves a
part of the Premises and if neither party elects to terminate this Lease, then
with respect to the part not taken the Rent shall be reduced by the value that
the condemned part bears to the total value of this Premises, in which event
Landlord shall restore the Premises to an architecturally complete unit. No part
of any award shall belong to Tenant, except for amounts awarded directly to
Tenant by the condemning authority.
ARTICLE 15
ASSIGNMENT AND SUBLETTING
Tenant shall not assign, mortgage or encumber this Lease, nor Sublet or
permit the Premises or any part thereof to be used by others, without the prior
written consent of Landlord in each instance, and any attempt ot do any of the
foregoing without Landlord's consent shall be void. Landlord, however, shall not
unreasonably withhold the consent to an assignee or subtenant provided the
assignee's or subtenant's occupancy and use of the space,in the reasonable
judgment of Landlord, is similar to that of other tenants in the Building and is
not detrimental to the Building or any other tenants of the Building. In no
event shall this Lease be assigned or the Premises sublet for a rent less than
Landlord's schedule or rents for comparable space in the Building at the time.
Xxxxxx's request for Xxxxxxxx's consent to an assignee for subtenant shall be in
writing and accompanied by: (i) a true copy of the documents of assignment or
subletting, (ii) information respecting the responsibility, reputation,
financial condition and business of the proposed assignee or subtenant. Such
request shall create in Landlord an option to terminate this Lease as to
portion of the Premises covered by the request and reduce Tenant's rental in
proportion to the space to be deleted. Said termination option must be exercised
within fifteen (15) days after receipt of such request. Notwithstanding any
consent by Landlord to and assignment or subtenancy, Tenant shall remain jointly
and severally liable (along with each approved assignee or subtenant who shall
automatically become liable for obligations of Tenant hereunder), and Landlord
shall be permitted to enforce the provisions of this instrument directly against
the undersigned Tenant and/or assignee or subtenant without proceeding in any
way against any other person. In any case where Landlord consents to any such
assignment, sublease or other transaction, Landlord may require that Tenant pay
Landlord a reasonable sum for attorney's fees arising incident to such
transaction. In no event shall any assignee or subtenant have any right to make
alterations in the Premises without the prior written consent of Tenant and
Landlord. If Tenant is permitted to sublease or assign at a Base Rent in excess
of that provided for herein, such excess shall be paid by Tenant to Landlord as
received.
ARTICLE 16
LIABILITY
Notwithstanding any other provision hereof to the contrary, Landlord or
Landlord's agents shall not be liable for any damage to property entrusted to
employees or agents of Landlord, nor for loss of or damage to damage to any
property by theft or otherwise, nor for any injury or damage to persons or
property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak from any part of the Building or from
the pipes, appliances or plumbing works therein or from the roof, street or
sub-surface or from any other place or resulting from dampness or any other
cause whatsoever. Landlord or Landlord's agents shall not be liable for
interference with the light or other incorporeal hereditaments, nor shall
Landlord be liable for any latent defect in the Premises or in the Building.
Tenant shall give prompt notice to Landlord in case of fire or accidents in the
Premises or in the Building or of defects therein or in the fixtures or building
equipment.
ARTICLE 17
RESTRICTIONS ON USE
Tenant shall not smoke nor allow, permit or suffer any noise or odor to
escape from the Premises in a manner which will disturb other occupants of the
Buildings, or occupy the Premises in such manner to disturb the peaceful and
quiet occupancy of the other tenants of the Building or constitute a public or
private nuisance, or keep open any exterior or corridor door thereto, or permit
any portion of the Premises visible from the exterior thereof to become
unsightly or in disrepair, or to bring into the Building any hazardous material,
or permit any unsafe or hazardous condition to exist in the Premises.
No sign, fixture, advertisement or notice shall be displayed, inscribed, painted
or affixed by Tenant on any part of the inside or outside of the Building
without the prior written consent of Landlord. Tenant shall not install any
draperies, shades or blinds visible from the exterior of the Building, unless
the color, materials, shape, style and size have the prior approval of Landlord.
Tenant shall not install or permit the installation of vending machines or other
special equipment in the Premises without prior written consent of Landlord.
Movement in and out of the Building of furniture or office equipment, or
dispatch or receipt by Tenant of any merchandise or materials, shall be done
only during the hours designated by Landlord and by means of elevator and exit
designated by Landlord. Tenant shall cooperate with Landlord in securing the
Building during non-normal business hours.
ARTICLE 18
SUBSTITUTE PREMISES
If, during the Term, Landlord requires the Premises for use in
conjunction with another suite or for other reasons connected with the Building
planning program, upon notifying Tenant in writing, Landlord shall have the
right to move Tenant to a substitute premises in the Building, at the Landlord's
sole cost and excepting that a revised Exhibit A shall become part of this Lease
and shall reflect the Location of the new space and Article 1 of this Lease
shall be amended to include all correct data as to the new space. Landlord shall
give Tenant at least sixty (60) days notice of Xxxxxxxx's intention to relocate
the Premises. Tenant shall have thirty (30) days from the date of Landlord's
notice to accept or reject the substitute premises. If Xxxxxx refuses to accept
the substitute premises or fails to reply to Landlord's notice within the time
stated, this Lease shall terminate upon Tenant vacating the Premises or upon
three (3) months from the dated of Landlord's notice to Xxxxxx, Whichever occurs
first.
ARTICLE 19
GENERAL PROVISIONS
19.1. Notices: Any notice under this Lease shall be in writing and
shall be deemed to be duly given only when mailed by certified mail, addressed
to Landlord at the address at which it receives rent or addressed to Tenant at
the Premises.
19.2. Successors And Assigns: The covenants, conditions and agreements
contained in this Lease shall run with the land and be binding upon and inure
to the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and such assigns and subtenants as may be permitted
hereunder; provided however, that upon the transfer of Landlord's interest
hereunder the transferor shall have no liability for causes of action or
defaults accruing thereafter.
19.3. Whole Contract: This Lease, together with all the Exhibits
referenced in Article 1 and Addendum, if any, constitutes the sole and entire
contract between the parties relative to the Premises, and shall be binding upon
the parties hereto and their respective heirs, personal representatives,
executors, successors and permitted assigns, as the case may be. No
representations as to the Premises have been made by Landlord to Tenant either
directly or indirectly prior to or at the execution of this Lease that are not
herein expressed.
19.4. Applicable Law and Partial Invalidity: This Lease shall be
governed by and enforced in accordance with the laws of the State of Missouri.
The invalidity or unenforceability of any provision of this Lease shall not
affect or impair any other provision.
19.5. Amendment: This Lease may not be altered, amended, modified,
or extended except by written instrument signed by Landlord and Tenant.
19.6. Waiver: The Waiver by Landlord of any breach of any term,
condition or covenant of this Lease shall not be deemed to be a waiver of any
subsequent breach of the same or any term, condition or covenant of this Lease.
No failure by Landlord to take action against Tenant on account of any failure
by Tenant to perform any of Tenant's obligations under this Lease shall be
deemed to be a waiver by Landlord, except only where Xxxxxxxx has provided to
Tenant a written waiver, signed by Landlord.
19.7. Brokerage: Each of the parties hereto warrants to the other that,
except as set forth in Article 1 hereof, such party has not obligated the other
party for any finders', brokers' or other agents' commission, fees or other
remuneration in connection with this Lease; and Tenant shall indemnify and hold
Landlord harmless from and against any and all claims for such fees alleged to
have been incurred by Tenant.
19.8. Estoppel: Within ten (10) days after request by Landlord or any
mortgagee of Landlord or any proposed purchaser of the Building, Tenant shall
deliver to Landlord or any proposed mortgagee or purchaser of the Building, a
Lease Estoppel Certificate in the Building standard form, certifying, if such be
the case, that this Lease is in full force and effect, and unmodified (or
stating any modifications), that Tenant is in possession of the Premises, that
Tenant has commenced the payment of Rent required under this Lease, that there
are no defenses or offsets to this Lease claimed by Xxxxxx as of the date of
such Lease Estoppel certificate, that to the best of Tenant's knowledge,
Landlord is not in default hereunder, the dates to which any Rent or other
charge has been paid in advance, and such other information as may be
requested.
19.9. Subordination: The Lease is hereby made subject, junior and
subordinate to the Mortgage or Deed of Trust and to all renewals, modifications,
consolidations, replacements and extensions of the Mortgage or Deed of Trust so
that all rights of the Tenant under the Lease shall be subject, junior and
subordinate to the rights of the Mortgage or beneficiary of a Deed of Trust and
to all renewals, modifications, consolidations, replacements and extensions of
the Mortgage or Deed of Trust as fully as if such instruments had been executed,
delivered and recorded prior to the Lease, all on the conditions and subject to
the other provisions of this Agreement.
19.10. Attornment: Xxxxxx agrees to recognize the Mortgagee lender
or holder under the Mortgage or beneficiary of a Deed of Trust or any purchaser
at a foreclosure sale involving the Mortgage or Deed of Trust as its landlord
under the Lease without the necessity of any other or further attornment than in
this paragraph contained (and this paragraph shall be considered an attornment).
Tenant hereby waives any and all rights to termination of the Lease by reason of
the foreclosure of the Mortgage or Deed of Trust, and if any court holds the
lease to be terminated by reason of a foreclosure of the Mortgage or Deed of
Trust, this Agreement shall be deemed to be a new lease between the purchaser at
such foreclosure, as landlord, and Tenant, as tenant, for the balance of the
term of the Lease for the same demised premises at the same rental therein
provided and upon the identical terms and conditions as therein provided. Also
in the event of any such holding, at the written request of Tenant or the
purchaser at the foreclosure, Tenant and such purchaser at foreclosure shall
execute and deliver to each other a new lease for the balance of the term of the
Lease for the same demised premises at the same rental therein provided and upon
the same terms and conditions as therein provided.
19.11. Authority: Tenant, in the event that it is a Corporation,
hereby covenants and warrants that (a) it is duly authorized to do business in
the State of Missouri; (b) the person executing this lease on behalf of Tenant
is an officer of Tenant duly authorized by Tenant to sign and execute this Lease
on Tenant's behalf; and (c) this Lease is a valid and binding obligation of
Tenant, enforceable in accordance with the Lease's terms.
19.12. Non-Binding Unless Signed: Submission of the form of this Lease
for examination shall not bind Landlord in any manner, and no lease or other
obligation of Landlord shall arise until this instrument is signed by both
Landlord and Tenant, approved by the holder of any mortgage, deed of trust or
other financial encumbrance on the Building having such approval rights, and
delivery is made to each party.
7
19.13. Rights: No rights to any view or to light or air over any
property, whether belonging to Landlord or any other person are granted to
Tenant by this Lease.
19.14. Requirements of Lender: If a lender requires as a condition to
lender's lending funds, the repayment of which is to be secured by financial
encumbrance on the Building, that certain modifications be made to this Lease,
which modifications will not require Tenant to pay any additional amounts or
otherwise materially change the rights or obligations of Tenant hereunder,
Tenant shall, upon Landlord's reasonable request, execute appropriate
instruments effecting such modifications.
19.15. Confidentiality: The terms and conditions of this Lease are
confidential and may not be disclosed by Tenant or Xxxxxx's Representatives to
any third parties without the prior written consent of Landlord.
19.16. Landlord's Default: In the event of any default on the part of
Landlord, Tenant shall give notice by certified mail to any holder of a
financial encumbrance covering the Building, whose address shall have been
furnished to the Tenant, and shall offer such holder a reasonable opportunity to
cure the default, including time to obtain possession of the Building by power
of sale or a judicial foreclosure, if such should prove necessary to affect a
cure.
19.17. Landlord's Rights: Landlord shall, from time to time, have the
right ot change the name of the Building and to make, establish and promulgate
reasonable rules and regulations for the Building, and the occupants and tenants
thereof, and Tenant shall observe, keep and comply with such rules and
regulations. In no event shall Landlord be liable to Tenant for consequential or
incidental damages arising out of or relating to this Lease.
19.18. Property Taxes: Tenant shall be liable for and shall pay before
delinquency, taxes levied against any personal property or trade fixtures placed
by Tenant in the Premises.
19.19. Headings: The Article and/or Section headings and the Table of
Contents in this Agreement are included herein for convenience of reference only
and shall not constitute a part of this Agreement for any other purpose.
19.20. Interpretation Of Words: All words which refer to Landlord and
Tenant shall be considered to be of the gender and number required, and if
Tenant be more than one person, the provisions hereof shall apply to them
jointly and severally.
19.21. Time Of The Essence: Time is of the essence with respect to the
performance and observance of all of the terms, covenants and conditions hereof
by Xxxxxx.
*19.22 *19.22
IN WITNESS WHEREOF, the parties have executed this Lease as of the day
and year first above written.
Landlord: Tenant:
Xxxxxxx Investors Associates LLC XXXX Solutions,Inc.
By: Insignia/ESG,Inc.
a Delaware corporation
Its: Agent
By: /s/ [Signature Appears Here] By: /s/ [signature Appears Here]
____________________________ ____________________________
Title: Vice President Title: Vice President
___________________________ __________________________
Addendum To
THE 130 BUILDING STANDARD OFFICE LEASE
Date: January 8, 1999
By And Between
XXXXXXX INVESTORS ASSOCIATES LLC (LANDLORD)
And
COMPETITIVE ADVANTAGE SOLUTIONS (TENANT)
This Addendum amends and supplements the Lease and shall govern in the event of
any inconsistency between the Lease and this Addendum. The terms defined in the
Lease shall have the same meaning in th Addendum.
ARTICLE 19
GENERAL PROVISIONS
*19.22 Add the following language at the asterisk 19.22 (page 8):
Expansion-Larger Quarters
(To Another Insignia Commercial Group Building)
Landlord agrees that if during the term of this Lease, Tenant leases office
facilities in any of the following buildings: The 130 Building, The 000
Xxxxxxxx, Xxx Xxxxxx Xxxxx Building, The Xxxxxxx Tower Building or The Town &
Country Building, this Lease shall be terminated simultaneously with the
commencement of the new lease.
