EXHIBIT 10.68
LEASE
THIS LEASE, entered into as of the 12th day of May, 1998, between 400
CHESTERFIELD CENTER CORP. hereinafter called "Landlord," and INTERTECH
MANAGEMENT GROUP, INC. hereinafter called "Tenant."
WITNESSETH:
1. PREMISES. Landlord, for and in consideration of the rents, covenants
and agreements hereinafter mentioned and hereby agreed to be paid, kept and
performed by Tenant, does hereby lease with covenant for quiet enjoyment to
Tenant, and Tenant hereby leases from Landlord the 24,103* rentable square feet
of space shown on EXHIBIT A attached hereto and made a part hereof by reference
(hereinafter referred to as the "leased premises") in the building (the
"Building; reference herein to the Building shall also mean and include the
garage and other parking areas serving the Building) known as 000 Xxxxxxxxxxxx
Xxxxxx, Xxxxxx 000, 200, 310, 320 and 340, Chesterfield, Missouri and located on
the real property (the "Land") described in (Plat) Book 194 Page 1 of the St.
Louis County Records. The Building and the Land are hereinafter referred to as
the "Property."
2. USE OF PREMISES. The leased premises shall be used and occupied by
Tenant, subject to the conditions herein contained, for general office purposes
only. In no event shall the leased premises be used or occupied by the Tenant in
any manner contrary to law, zoning regulations, or recorded restrictions, if
any.
3. TERM. The term of this Lease shall be for Three (3) years,
commencing on See Article 33, _____, and ending on See Article 33, ____, both
dates inclusive. Tenant agrees to make material and/or color selections (when
applicable) within fifteen (15) days after requested to do so by Landlord,
failing which Landlord shall make such selections without Tenant's
participation. If through no fault of Tenant (such as Tenant's failure promptly
to approve plans or make improvements to the leased premises which are to be
made by Tenant) the leased premises are not available or ready for occupancy at
the stated commencement date, then the commencement date shall be the first day
of the month succeeding the month in which the leased premises are available and
ready for occupancy as evidenced by written notice given by Landlord to Tenant,
and the termination date shall be extended accordingly. In the event the
commencement and termination dates are postponed as aforesaid, upon request of
either Landlord or Tenant, the parties shall execute a written declaration
expressing the specific commencement and termination dates. Subject to
availability, the Tenant shall have the right prior to the commencement date to
enter upon the leased premises at reasonable times for the purpose of preparing
the leased premises for their intended use. If by mutual consent of the parties
Tenant takes possession of the leased premises prior to the commencement date,
during such pre-term period Tenant shall pay rent as herein established on a pro
rata basis and such occupancy shall be under all of the terms and conditions of
this Lease, but such pre-term occupancy shall not affect the lease term as
herein otherwise established.
4. RENT. Tenant shall, without deduction, abatement or set-off of any
nature whatsoever, pay Landlord as fixed rent for the leased premises the sum of
See Article 34 ($______________) Dollars per annum, payable in advance and
without demand in equal monthly installments of See Article 34 ($______________)
Dollars, prorated for any partial month, on the first day of each and every
month throughout the term of this Lease. The rent shall be payable at the office
of Landlord or at such other place as Landlord may from time to time designate
in writing. If any fixed rent, additional rent or other sums payable by Tenant
under this Lease are not received by Landlord within ten (10) days after the
date due, Tenant shall pay Landlord a late charge equal to ten percent (10%) of
the amount due, and thereafter the amount so due and the late charge shall bear
interest at the rate of ten percent (10%) per annum.
5. ADDITIONAL RENT.
(a) PAYMENT OF TAXES AND EXPENSES. In addition to the fixed rent
specified in Section 4 of this Lease, Tenant shall pay as additional rent
Tenant's Share (hereinafter defined) of (i) the amount of Taxes (hereinafter
defined) on the Property in excess of the [amount of taxes for the calendar year
in which this Lease commences] [actual amount of taxes paid on the Property for
calendar year 1998]; and (ii) Operating Expenses (hereinafter defined) with
respect to the Property in excess of [the actual Operating Expenses of the
Property during the fiscal year ended May 31, 1998]. Certain terms as used
herein are hereby defined as follows:
(1) TENANT'S SHARE: Tenant's Share shall be determined by
dividing the number of rentable square feet of space comprising the leased
premises by the 78,813 rentable square feet of space in the Building. For the
purpose of calculating Tenant's Share, Taxes shall be based on a calendar year
and Operating Expenses shall be based on a June 1 to May 31 fiscal year, with
appropriate proration for the first and last year of the term.
(2) TAXES: (i) All real estate taxes payable on the Property
(adjusted after protest or litigation, if any) for any part of the term of this
Lease, exclusive of penalties, (ii) any taxes which shall be levied in lieu of
any such taxes on the gross rentals of the Property, and (iii) any special
assessments against the Property which shall be required to be paid during the
calendar year in respect to which taxes are being determined.
(3) OPERATING EXPENSES: Operating Expenses shall mean all
expenses and costs of operating the Property, including, without limitation, the
following costs: (a) the cost of all personnel (including without limitation,
wages, salaries, payroll taxes, worker's compensation insurance premiums and any
other fringe benefits) employed in the operation, maintenance and repair of the
Property, or, to the extent such services are subcontracted to Sachs Properties
or other entity, the portion of such subcontractor's personnel charged
(allocated) to the Property; (b) janitorial services; (c) electricity, gas,
sewer, water, trash disposal and other utilities; (d) maintenance and repairs
(including maintenance and service contracts); (e) landscaping services; (f)
insurance premiums for any public liability insurance and property insurance
Landlord maintains on the Property; (g) personal property taxes assessed on the
Building and personal property of Landlord therein, license fees, franchise fees
and similar governmental impositions, and the expense of contesting the amount
or validity of any taxes (real property or personal property), charges or
assessments; (h) capital improvements to the extent necessary to comply with
applicable governmental rules and regulations; (i) expense of building
management fees; (j) capital expenses which reduce any component cost of
Operating Expenses (such cost to be reasonably amortized by Landlord and
Operating Expenses shall only include the cost as so amortized by Landlord
during the fiscal year for which such computation is made); (k) an
administrative fee not to exceed ten percent (10%) of Operating Expenses
(excluding therefrom such fee); (i) legal and accounting fees; and (m) to the
extent not otherwise included within the foregoing, the cost of providing the
services required under Section 7 of this Lease. Expenses shall not include: (w)
costs of alterations of any Tenant's premises; (x) principal and interest
payments on loans made on the security of the Building; (y) costs of capital
expenditures (except as provided above in this section); and (z) leasing
commissions and real estate brokers commissions.
(b) MONTHLY PAYMENTS: In order to provide for current
payments, in each fiscal year in which Taxes and Operating Expenses are
anticipated to exceed the base amounts specified in Section 5(a) of this Lease,
Tenant shall pay Landlord, as Additional Rent, Tenant's Share of such Taxes and
Operating Expenses for the ensuing twelve (12) months, as reasonably estimated
by Landlord from time to time, in twelve (12) equal monthly installments
commencing on the first day of the month following the month in which Landlord
notifies Tenant of the estimated amount of Tenant's Share. If, as finally
determined, Tenant's Share shall be greater than or be less than the aggregate
of all installments paid on account to Landlord for such twelve (12) month
period, then Tenant shall pay to Landlord the amount of such underpayment, or
Landlord shall promptly credit Tenant for the amount of such overpayment, as the
case may be. It is the intention hereunder to estimate the amount of Taxes and
Operating Expenses for each fiscal year and then to adjust such estimates in the
following fiscal year based on actual Taxes and Operating Expenses incurred
and/or paid by Landlord. The obligation of Tenant with respect to the payment of
rent properly allocable to any period prior to the termination of this Lease
shall survive the termination of this Lease.
(c) ANNUAL ADJUSTMENT: Within thirty (30) days after receipt
of Landlord's statement for Taxes and Operating Expenses, Tenant shall pay
Landlord the Additional Rent pursuant to Section 5(a) above as and when the same
shall become due and payable, without further demand therefor, and without any
set-off or deduction whatsoever, except as expressly provided herein. Failure to
give such statement shall not constitute a waiver by Landlord of its right to
require payment of Additional Rent pursuant to the provisions hereof.
(d) NO REDUCTION IN RENT: No decrease in Taxes and/or
Operating Expenses shall reduce Tenant's rent below the annual fixed rent set
forth in Section 4 above.
6. SERVICES BY LANDLORD. Landlord covenants and agrees:
(a) HVAC: To air-condition the leased premises from 8:00 A.M. to 6:00
P.M. on all business days (which shall include Monday through Friday of each
week excluding legal holidays) and, if the Building is then used by its tenants
on a regular basis, from 8:00 A.M. to 1:00 P.M. on Saturdays, by heating or
cooling the leased premises to reasonable temperatures for normal occupancy and
use. Tenant shall pay for all after hours usage of heating, ventilating and air
conditioning systems at the then prevailing hourly rate.
(b) ELEVATOR: To provide elevator service, where applicable.
(c) WATER: To provide water for lavatory and drinking purposes in
places designated by Landlord.
(d) MAINTENANCE: To provide maintenance services to keep the public
areas of the Building in good order and to cause the leased 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 and windows
of the public areas to be cleaned at reasonable intervals.
No interruption 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 leased premises, or a breach by the Landlord of any of
its obligations hereunder, or render the Landlord liable for damages or entitle
Tenant to be relieved of any of its obligations hereunder (including obligation
to pay rent) or grant Tenant any right of set-off or recoupment. In the event of
any such interruption of malfunction of such services, however, Landlord agrees
to use reasonable diligence to restore such service.
7. UTILITIES. Landlord shall pay for all electric service to the
demised premises during normal business hours for lighting, appliances, and
normal office use and business machines and equipment. If in Landlord's
reasonable opinion Tenant's consumption of electricity exceeds that required for
normal office use, Landlord may, as additional rent under this Lease, charge
Tenant for such excess based upon the average cost per unit of electricity
consumed in the building. The amount Tenant's use exceeds normal consumption of
electricity shall, at Landlord's option, be determined by an independent
engineer selected by Landlord or by a submeter to be installed at Tenant's
expenses.
8. REPAIRS AND MAINTENANCE. Except as otherwise provided herein,
Landlord shall make all necessary repairs to the corridors, lobby and structural
members of the Building and to the equipment used to provide the services
furnished by the Landlord hereunder, unless any such damage is caused by acts or
omissions of Tenant, its officers, agents, employees or invitees, in which event
Tenant shall bear the cost of such repairs. Tenant shall not injure the leased
premises or the Building but shall maintain the leased premises in a clean,
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attractive condition and in good repair, normal wear and tear excepted. Tenant
further covenants not to do or suffer any waste to the leased premises.
9. TENANT'S IMPROVEMENTS.
(a) LANDLORD'S CONSENT: No alteration, addition, improvement, or
refinishing of or to the leased premises shall be made by Tenant without the
prior written consent of the Landlord. Any alteration, addition or improvement
made by the Tenant after such consent shall have been obtained, and any fixtures
installed by Tenant (including wall-to-wall carpeting and wall paneling), shall
become the property of Landlord upon the expiration or other sooner termination
of this Lease, and Tenant shall reimburse Landlord for additional taxes and
cleaning or maintenance expense, if any, resulting from any such items.
(b) MECHANIC'S LIENS: Tenant shall not suffer or permit any mechanic's
lien or other lien to be filed against the leased premises, or any portion
thereof, by reason of work, labor, skill, services, equipment or materials
supplied or claimed to have been supplied to the leased premises at the request
of Tenant, or anyone holding the leased premises, or any portion thereof,
through or under Tenant. If any such mechanic's lien or other lien shall at any
time be filed against the leased premises, or any portion thereof, Tenant shall
cause the same to be discharged of record within thirty (30) days after the date
of filing. If Tenant shall fail to discharge such mechanic's lien or liens or
other lien within such period, then, in addition to any other right or remedy of
Landlord, Landlord may, but shall not be obligated to, discharge the same by
paying to the claimant the amount claimed to be due or by procuring the
discharge of such lien as to the leased premises by deposit in the court having
jurisdiction of such lien, the foreclosure thereof or other proceedings with
respect thereto, of a cash sum sufficient to secure the discharge of the same,
or by the deposit of a bond or other security with such court sufficient in
form, content and amount to procure the discharge of such lien, or in such other
manner as is now or may in the future be provided by present or future law for
the discharge of such lien as a lien against the leased premises. Any amount
paid by Landlord, or the value of any deposit so made by Landlord, together with
all costs, fees and expenses in connection therewith (including reasonable
attorney's fees of Landlord), together with interest thereon at a rate equal to
the lesser of eighteen percent (18%) per annum or the highest lawful rate, shall
be repaid by Tenant to Landlord on demand by Landlord and if unpaid may be
treated as Additional Rent. Tenant shall indemnify and defend Landlord against
and save Landlord and the leased premises, and any portion thereof, harmless
from all losses, costs, damages, expenses, liabilities, suits, penalties,
claims, demands and obligations, including, without limitation, reasonable
attorney's fees, resulting from the assertion, filing, foreclosure or other
legal proceedings with respect to any such mechanic's lien or other liens.
All materialmen, contractors, artisans, mechanics, laborers and any
other person now or hereafter furnishing any labor, services, materials,
supplies or equipment to Tenant with respect to the leased premises, or any
portion thereof, are hereby charged with notice that they must look exclusively
to Tenant to obtain payment for the same. Notice is hereby given that Landlord
shall not be liable for any labor, services, materials, supplies, skill,
machinery, fixtures or equipment furnished or to be furnished to Tenant upon
credit, and that no mechanic's lien or other lien for any such labor, services,
materials, supplies, machinery, fixtures or equipment shall attach to or affect
the estate or interest of Landlord in and to the leased premises, or any portion
thereof.
(c) OTHER LIENS: Tenant shall not create, permit or suffer, and shall
promptly discharge and satisfy of record, any other lien, encumbrance, charge,
security interest, or other right or interest which shall be or become a lien,
encumbrance, charge or security interest upon the leased premises, or any
portion thereof, or the income therefrom, or on the interest of Landlord or
Tenant in the leased premises, or any portion thereof, save and except for those
liens, encumbrances, charges, security interests, or other rights or interests
consented to, in writing, by Landlord.
10. DAMAGE OR DESTRUCTION. The damage of, or destruction or injury to
the leased premises or the Building by fire or the elements or other casualty
which will render the leased premises unquestionably untenantable for one
hundred twenty (120) days shall produce and work a termination of this Lease;
provided, however, that any damage, destruction or injury which will render the
leased premises unquestionably untenantable for more than 20% of the unexpired
term shall also, at the sole option of the Landlord, produce and work a
termination of this Lease; and, provided further, that if such damage,
destruction, or injury to the premises shall be due to the act or negligence of
Tenant, its officers, agents or employees, the Landlord alone shall have the
option to produce and work a termination of this Lease or to restore the
premises to substantially the same condition in which they existed prior to such
destruction, damage or injury.
If Landlord and Tenant cannot agree as to the number of days the
Building or leased premises are unquestionably untenantable, the fact shall be
determined by arbitration; the Landlord and Tenant shall each choose an
arbitrator within five (5) days after either has notified the other in writing
of such damage. The two arbitrators so chosen, before entering on the discharge
of their duties, shall elect a third, and the decision of any two of such
arbitrators shall be conclusive and binding upon both parties hereto. If it is
determined by arbitration, or by agreement between the Landlord and Tenant, that
said premises are not unquestionably untenantable for one hundred twenty (120)
days or 20% of the unexpired term, whichever is applicable; then Landlord shall
restore said premises to substantially the same condition in which they existed
prior to such damage, at Landlord's own expense, with all reasonable speed and
promptness, and in such case a just and proportionate part of said rental shall
be abated until said premises have been restored; provided, however, that in the
event the damage to said premises has not resulted in a termination of this
Lease under the above provisions and such damage is caused by the act of Tenant,
as aforesaid, during such period of restoration or rebuilding there shall be no
rent abatement hereunder. In determining what constitutes reasonable speed and
promptness, consideration shall be given to delays caused by strikes, adjustment
of insurance, and other causes beyond the Landlord's control. In no event shall
the Landlord be required to restore any alterations, additions or improvements
made by or for the Tenant and not required by this
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Lease to be furnished by Landlord, nor any trade fixtures, furniture, equipment
or other property belonging to Tenant. Landlord's obligations under this Section
shall be limited to the extent of insurance proceeds payable as a result of the
casualty, cause or condition.
11. LIABILITY. Landlord shall not be responsible or liable to the
Tenant for and Tenant waives all claims it may have against Landlord by reason
of any injury or damage to person or property caused by gasoline, oil, steam,
gas, electricity, hurricane, tornado, earthquake, flood, wind or similar storms
and disturbances, nor water, rain or snow which may be upon any sidewalk or any
entranceway or which may leak or flow from the roof, skylight, trap door, sewer,
gas mains or any sub-surface area or opening in the Building; nor for loss
resulting from theft or mysterious disappearance; nor from any interference with
light or air. Landlord shall not be liable for and Tenant waives all claims it
may have against Landlord by reason of any personal injury to Tenant, its
officers, agents, employees and invitees, or any other occupant of any part of
the leased premises, nor for any damages to any property of the Tenant or of any
other occupant of any part of the leased premises, irrespective of how such
injury or damage may be caused, whether from action of the elements or acts of
negligence of the Landlord or occupants of adjacent properties.
12. RULES AND REGULATIONS. Tenant agrees to comply with the following
rules and regulations and with such reasonable modifications thereof and
additions thereto as Landlord may hereafter from time to time make for the
Building. Landlord shall not be responsible for the nonobservance by any other
tenant of any of said rules and regulations, but Landlord will make a reasonable
effort to enforce such rules and regulations against other tenants of the
Building upon notice from Tenant of violations by other tenants.
(a) SIGNS: Tenant shall not display, inscribe, print, paint, maintain
or affix on any place on or about or visible from the exterior of the Building
any sign, notice, legend, direction, figure or advertisement, except in such
color, size, place and materials as shall first have been approved by Landlord.
(b) PARKING: Tenant shall have the right to park in the building's
parking area in common with other tenants of the Building upon terms and
conditions as may from time to time be established by Landlord. Tenant agrees
not to overburden the parking facilities, and agrees to cooperate with Landlord
and other tenants in the use of the parking areas. Landlord reserves the right
in its absolute discretion to determine whether the parking facilities are
becoming crowded and to allocate and assign parking spaces among Tenant and
other tenants.
(c) ANIMALS: No animals, reptiles, birds or pets of any kind shall be
brought upon or kept in the leased premises without the prior written consent of
Landlord.
(d) FLAMMABLE FLUIDS: Tenant shall not use or permit to be brought into
the Building any flammable fluids such as gasoline, kerosene, naphtha, and
benzine, or any explosives, radioactive materials or other articles deemed extra
hazardous to life, limb or property.
(e) COMMON AREAS: Any sidewalks, halls, passages, exits, entrances,
elevators and stairways of the Building shall not be obstructed by Tenant or
used for any purpose other than for ingress and egress from the leased premises.
(f) HAZARDOUS MATERIALS: Tenant shall not cause or permit any Hazardous
Materials to be brought upon, kept or used in or about the leased premises
without the prior written consent of Landlord, which Landlord shall not
unreasonably withhold as long as Tenant demonstrates to Landlord's reasonable
satisfaction that such Hazardous Material is necessary or useful to Tenant's
business and will be used, kept and stored in a manner that complies with all
laws regulating any such Hazardous Material so brought upon or used or kept in
or about the leased premises. If Tenant breaches the obligations stated in the
preceding sentence, or if Tenant is permitted by Landlord to use, keep or store
Hazardous Materials in the leased premises, Tenant shall indemnify, defend and
hold Landlord harmless from any and all claims, judgments, damages, penalties,
fines, costs, liabilities or losses (including, without limitation, diminution
in value of the Property, damages for the loss or restriction on use of space in
the Property, and sums paid in settlement of claims, attorneys' fees, consultant
fees and expert fees) which arise during or after the lease term as a result of
such contamination. Without limiting the foregoing, if the presence of any
Hazardous Materials on the leased premises caused or permitted by Tenant results
in any contamination of the leased premises or the Property, Tenant shall
promptly take all actions at its sole expense as are necessary to return the
leased premises and the Property to the condition existing prior to the
introduction of any such Hazardous Materials; provided that Landlord's approval
of such actions shall first be obtained. The foregoing indemnity shall survive
the expiration or earlier termination of this Lease. As used herein, the term
"Hazardous Materials" means any hazardous or toxic substance, material or waste,
as defined by the Federal Resource Conservation and Recovery Act, and any other
federal, state or local laws as they presently exist and as they may be amended
or supplemented from time to time.
(g) LOAD LIMITS: Tenant shall not overload any floor or other building
systems beyond the design criteria set forth in the plans and specifications for
the Building.
(h) FIRE INSURANCE: Tenant shall not carry on any activity or make any
modifications to the Building or violate any rules which would result in a
detriment to the fire insurance rating of the Building.
(i) GOVERNMENTAL REGULATIONS: Tenant, at Tenant's expense, shall comply
with all laws and ordinances, and all rules and regulations of all governmental
authorities and of all insurance bodies at any time in force, applicable to the
leased premises or to Tenant's use thereof, provided that Tenant shall not
hereby be under any obligation to comply with any law, ordinance, rule or
regulation requiring any structural alteration of or in connection with the
leased premises, unless such alteration is required by reason of a condition
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which has been created by, or at the insistence of, Tenant, or is required by
reason of a breach of any of Tenant's covenants and agreements hereunder.
(j) NON-SMOKING: The Building is a non-smoking building, and Tenant
shall not nor shall it permit any of its employees or agents to smoke in the
leased premises or, except in areas clearly designated by Landlord as smoking
areas, if any, elsewhere in the Building. Nothing herein contained shall
obligate Landlord to provide smoking areas in the Building.
13. CONDEMNATION.
(a) WHOLE TAKING: If the whole or any part of the leased premises shall
be taken for any public or any quasi-public use under any statute or by right of
eminent domain, or by purchase under threat of condemnation, then this Lease
shall automatically terminate as of the date that title shall be taken.
(b) PARTIAL TAKING: If any part of the Building or any parking area
adjacent thereto shall be so taken and this Lease shall not be terminated under
the provisions of sub-paragraph (a) above, then Landlord shall have the option
to terminate this Lease upon ninety (90) days notice to Tenant if continued
operation of the remaining structure or improvements is uneconomical in
Landlord's sole discretion.
(c) AWARDS: In any event, all compensation awarded or paid upon such a
total or partial taking shall belong to and be the property of the Landlord
without any participation by the Tenant; provided, however, that nothing
contained herein shall be construed to preclude the Tenant from prosecuting any
claim directly against the condemning authority in such condemnation proceeding
for loss of business, depreciation to, damage to, or cost of removal of, or for
the value of trade fixtures, furniture, and other personal property belonging to
the Tenant; provided, however, that no such claim shall diminish or otherwise
adversely affect the Landlord's award.
14. RIGHT OF ENTRY. Landlord, and its duly authorized agents, employees
and contractors shall have access to the leased premises at all reasonable times
for the purpose of inspecting the same and making necessary repairs or
replacements as called for hereunder or as the Landlord shall elect to undertake
for the safety, preservation, benefit or welfare of the building of which the
leased premises constitute a part or other tenants thereof, or for exhibiting
the building for sale, lease or financing.
15. RESTRICTIONS ON USE. The Tenant shall not allow, permit or suffer
any noise, smoke or odor to escape from the leased premises in a manner which
will disturb other occupants of the Building, or occupy the leased premises in
such manner as to disturb the peaceful and quiet occupancy of the other tenants
of the Building or constitute a public or private nuisance. 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 the Landlord. Tenant shall not install any draperies, shades
or venetian blinds visible from the exterior of the Building unless the color,
materials, shape, style and size have been approved by the Landlord. Tenant
shall not install or permit the installation of vending machines in the leased
premises, without the prior written consent of the Landlord. Movement in and out
of the Building of furniture or office equipment, or dispatch or receipt by the
Tenant of any merchandise or materials, shall be done only during the hours
designated by the Landlord and by means of elevator and exit designated by the
Landlord.
16. ASSIGNMENT AND SUBLETTING. Tenant shall not assign or encumber this
Lease, nor sublet nor permit the leased premises or any part thereof to be used
by others, without first obtaining the prior written consent of the Landlord in
each instance. No such consent by the Landlord, nor the acceptance of an
assignee, subtenant or occupant as a Tenant shall release the Tenant from the
further performance by the Tenant of the covenants in this Lease or be construed
to relieve the Tenant from obtaining the consent in writing of the Landlord to
any further assignment or subletting. In any event Tenant shall remain primarily
liable on this Lease for the entire term hereof and shall in no way be released
from the full and complete performance of all of the terms, conditions,
covenants and agreements herein contained. This Lease may be assigned by
Landlord, in which event upon assumption of Landlord's duties and obligations
hereunder by the assignee, Landlord shall be relieved of any further obligations
and duties under this Lease.
17. SURRENDER UPON TERMINATION. At the expiration or earlier
termination of the lease terms, Tenant shall surrender the leased premises in as
good condition as they were at the beginning of the term, reasonable wear and
tear excepted. Notwithstanding any provision of law or any judicial decision to
the contrary, the term of this Lease shall expire on the termination date herein
mentioned without notice being required from either party. In the event that
Tenant or any party holding under Tenant shall holdover the leased premises
beyond the expiration of the term of this Lease, whether by limitation or
forfeiture, such party shall pay double rent hereunder during such holdover
period; provided, however, that if Tenant shall remain in possession of the
leased premises beyond the expiration of the term with the express written
consent of the Landlord, then such possession shall be as a month-to-month
Tenant at the same rent as the last month of the lease term, and the provisions
of this Lease shall be applicable. Prior to termination or expiration of this
Lease, or any extension thereof, if Tenant is not in default on any obligation
or covenant under this Lease, Tenant may remove its office supplies and movable
office furniture and equipment from the leased premises, and shall promptly
repair any damage caused by such removal.
18. DEFAULT AND REMEDIES. All rights and remedies of Landlord herein
enumerated shall be cumulative, and none shall exclude any other right or remedy
allowed by law. In addition to the other remedies in this Lease provided,
Landlord shall be entitled to the restraint by injunction of the violation or
attempted violation of any of the covenants, agreements or conditions of this
Lease, and Landlord shall be entitled to recover all direct and consequential
damages arising out of or caused by Tenant's violation of any of the covenants,
agreements or conditions of this Lease.
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(a) INSOLVENCY: If Tenant shall (i) apply for or consent to the
appointment of a receiver, trustee or liquidator of Tenant or of all or a
substantial part of its assets, (ii) file a voluntary petition in bankruptcy,
(iii) make a general assignment for the benefit of creditors, (iv) file a
petition or an answer seeking reorganization or arrangement with creditors or to
take advantage of any insolvency law, or (v) file an answer admitting the
material allegations of a petition filed against Tenant in any bankruptcy,
reorganization or insolvency proceeding, or if an order, judgment or decree
shall be entered by any court of competent jurisdiction adjudicating Tenant a
bankrupt or insolvent or approving a petition seeking reorganization of Tenant
or appointing a receiver, trustee or liquidator of Tenant or of all or a
substantial part of its assets, then, in any of such events, Landlord may
terminate this Lease by giving written notice to Tenant, and upon the giving of
such notice the term of this Lease and all right, title and interest of Tenant
hereunder shall expire as fully and completely as if that day were the date
herein specifically fixed for the expiration of the term.
(b) FAILURE OF PERFORMANCE: If Tenant defaults in the payment of rent
or additional rent when due, or if Tenant defaults in the prompt and full
performance of any other provision of this Lease and such default continues for
ten (10) days after written notice thereof from Landlord, or if the leasehold
interest of Tenant be levied upon under execution or be attached by process of
law, then, and in any such event, Landlord may, at its election, either
terminate this Lease and Tenant's right to possession of the leased premises,
or, without terminating this Lease, re-enter the leased premises and endeavor to
relet the leased premises. Nothing herein shall relieve Tenant of any
obligation, including the payment of rent or additional rent, as provided in
this Lease.
(c) TERMINATION OF LEASE: Upon any termination of this Lease, Tenant
shall surrender possession and vacate the leased premises immediately, and
deliver possession thereof to Landlord, and Tenant hereby grants Landlord full
and free license to enter into and upon the leased premises in such event and to
repossess Landlord of the leased premises as of Landlord's former estate, and to
expel or remove Tenant and any others who may be occupying or within the leased
premises, and to remove any and all property therefrom, using such force as may
be allowed by law, without being deemed in any manner guilty of trespass,
eviction or forcible entry or detainer, and without relinquishing Landlord's
right to fixed rent or additional rent, or any other right given to Landlord
hereunder or by operation of law.
(d) RELETTING PREMISES: If Landlord elects, without terminating the
Lease, to endeavor to relet the leased premises, Landlord may, at Landlord's
option, enter into the leased premises, remove Tenant's signs and other evidence
of tenancy, and take and hold possession thereof, without such entry and
possession terminating the Lease or releasing Tenant, in whole or in part, from
Tenant's obligation to pay the fixed rent or additional rent hereunder for the
full term as hereinafter provided. Upon and after entry into possession without
termination of the Lease, Landlord shall endeavor in good faith (but without
being obligated to incur out of pocket costs as part of such endeavor) to relet
the leased premises for the account of Tenant to any person, firm or corporation
other than Tenant for such rent, for such time and upon such terms as Landlord
shall determine to be reasonable. In any such case, Landlord may make repairs in
or to the leased premises as are necessary to restore the leased premises to as
good a condition as existed at the commencement date of this Lease, and Tenant
shall, upon demand, pay the cost thereof, together with Landlord's expenses of
the reletting. If the consideration collected by Landlord upon any such
reletting for Tenant's account is not sufficient to pay monthly the full amount
of the fixed rent and additional rent reserved in this Lease, together with the
cost of repairs and Landlord's expenses, Tenant shall pay to Landlord the amount
of each monthly deficiency upon demand.
(e) DAMAGES: If Landlord elects to terminate this Lease pursuant to
this Section 18, it being understood that Landlord may elect to terminate the
Lease after and notwithstanding its election to terminate Tenant's right to
possession provided in Subsection 18(b) above, Landlord shall forthwith upon
such termination be entitled to recover an amount equal to the damages sustained
by Landlord as a result of Tenant's default hereunder, and in addition thereto,
an amount equal to the rent and additional rent provided in this Lease for the
residue of the stated term hereof, less the current rental value of the leased
premises for the residue of the stated term.
(f) REMOVAL OF PROPERTY: Any and all property which may be removed from
the leased premises by Landlord pursuant to the authority of this Lease or of
law, to which Tenant is or may be entitled, may be handled, removed or stored by
Landlord at the risk, cost and expense of Tenant and Landlord shall in no event
be responsible for the value, preservation or safekeeping thereof. Tenant shall
pay to Landlord, upon demand, any and all expenses incurred in such removal and
all storage charges against such property so long as the same shall be in
Landlord's possession or under Landlord's control. Any such property of Tenant
not removed from the leased premises or retaken from storage by Tenant within
thirty (30) days after the end of the term or of Tenant's right to possession of
the leased premises, however terminated, shall be conclusively deemed to have
been forever abandoned by Tenant and either may be retained by Landlord as its
property, or may be disposed of in such manner as Landlord may see fit.
Tenant hereby waives demand for rent, demand for possession, notice of
forfeiture, notice of termination and any and all other demands or notices
required by law.
Pursuit by Landlord of any of the foregoing remedies or any other
remedy provided by law 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 by Tenant of any of the terms, provisions and covenants of this
Lease. In no event shall Tenant be relieved from its obligation to pay the
rentals specified in this Lease by reason of a surrender of possession,
termination of this Lease or in any other manner whatsoever, unless specifically
agreed to in writing by Landlord.
No waiver by Landlord of any violation or breach of any of the terms,
provisions and covenants of this Lease shall be deemed or construed to
constitute a waiver of any other violation or breach of any of the terms,
6
provisions and covenants herein contained. Forbearance by Landlord to enforce
one or more of the remedies herein provided upon an event of default shall not
be deemed or construed to constitute a waiver of such default.
If Landlord incurs any expenses, including court costs and attorney's
fees, as a result of a default by Tenant under this Lease, then such expenses
shall be reimbursed by Tenant as additional rent, whether or not such default is
subsequently cured.
Tenant hereby pledges and assigns to Landlord all of the furniture,
fixtures and other personal property of the Tenant which is now or which may
hereafter be located on the leased premises as security for the payment of the
rent and other charges herein covenanted to be paid by Tenant, Tenant hereby
granting to Landlord a first lien on such property. Such lien shall be in
addition to all rights of the Landlord granted by law, which are now or shall
hereinafter be in effect.
19. SUBORDINATION OF LEASE. This Lease is and shall be subject and
subordinate to any and all mortgages, deeds of trust or land leases now existing
upon or that may be hereafter placed upon the leased premises, and to all
advances made or to be made thereon, and all renewals, modifications,
consolidations, replacements or extensions thereof, and the lien of any such
mortgages, deeds of trust and land leases shall be superior to all rights hereby
or hereunder vested in Tenant, to the full extent of all sums secured thereby;
provided, however, that each such mortgage, deed of trust or land lease now or
hereafter encumbering the leased premises shall provide by its terms, or the
holder of such mortgage or deed of trust, or the lessor under such land lease,
shall by a separate agreement agree that, in the event of foreclosure of such
mortgage or deed of trust, or the termination of such land lease by reason of
default, Tenant shall remain undisturbed under this Lease so long as Tenant
complies with all of the terms, obligations and conditions hereunder. This
provision shall be self-operative, and no further instrument of subordination
shall be necessary to effectuate such subordination; and the recording of any
such mortgage, deed of trust or land lease shall have preference and precedence
and be superior and prior in lien to this Lease, irrespective of the date of
recording. In confirmation of such subordination, Tenant shall upon request of
Landlord or the holder of any such mortgage, deed of trust, or land lease,
execute and deliver to Landlord within ten (10) days any instrument
acknowledging such subordination that Landlord or such holder may reasonably
request. Tenant agrees to attorn to any person or entity who may acquire title
to the leased premises by way of transfer or foreclosure provided that such
transferee or purchaser agrees to recognize Tenant's rights under the Lease so
long as Tenant is not in default in any of its obligations hereunder. Tenant
shall also, within ten (10) days after Landlord's request, execute an attornment
agreement evidencing the obligations of Tenant herein to attorn to such
mortgagee in the event of a future succession of the rights of Landlord herein
to any mortgagee, deed of trust holder or land lessor of the leased premises. In
the event of any act or omission of Landlord constituting a default by Landlord,
Tenant shall not exercise any remedy until Tenant has given Landlord and any
mortgagee, deed of trust holder or land lessor of the leased premises a prior
thirty (30) day written notice of such act or omission and until a reasonable
period of time to allow Landlord or the mortgagee, deed of trust holder or land
lessor to remedy such act or omission shall have elapsed following the giving of
such notice; provided, however, if such act or omission cannot, with due
diligence and in good faith, be remedied within such thirty (30) day period, the
Landlord and any mortgagee, deed of trust holder or land lessor shall be allowed
such further period of time as may be reasonably necessary provided that it
commences remedying the same with due diligence and in good faith within said
thirty (30) day period. Nothing herein contained shall be construed or
interpreted as requiring any mortgagee, deed of trust holder or land lessor to
remedy such act or omission.
20. INSURANCE/RELEASE.
(a) TENANT'S INSURANCE: Tenant agrees that from and after the date of
delivery of the leased premises from Landlord to Tenant and continuing
throughout the term of this Lease, Tenant shall carry and maintain, at its sole
cost and expense, general public liability insurance covering the leased
premises and Tenant's use thereof against claims for bodily injury or death and
property damage occurring upon, in or about the leased premises. Such insurance
shall have limits of not less than One Million Dollars ($ 1,000,000.00) for
bodily injury or death or property damage arising out of any one occurrence and
Two Million Dollars ($2,000,000.00) in the aggregate annually. All policies of
insurance provided for in this Section 20 (a) shall be issued in form reasonably
acceptable to Landlord by insurance companies reasonably acceptable to Landlord
and qualified to do business in Missouri. Each policy described in this Section
20(a) shall name Landlord and Landlord's managing agent as additional insureds
using an industry standard additional insured endorsement; a certificate thereof
shall be delivered to Landlord within fifteen (15) days after delivery of
possession of the leased premises to Tenant and thereafter within fifteen (15)
days prior to the expiration of each policy, and shall be written as a primary
policy which does not contribute to and is not in excess of coverage which
Landlord or Landlord's managing agent may carry. The insurance coverage required
under this Section 20(a) may be a blanket policy covering the leased premises
and other properties leased or owned by Tenant. Tenant shall, at all times
during the term of this Lease, maintain in effect insurance coverage covering
all personal property belonging to, leased by, or in the care or custody of
Tenant, and located in the leased premises or elsewhere on the Property in an
amount not less than 100% of the full replacement costs, providing protection
against perils that are covered under standard insurance practices within the
classification of "all risk" property insurance, to include insurance against
sprinkler damage, vandalism and malicious mischief.
(b) WAIVER OF SUBROGATION: Tenant hereby waives its rights, if any,
against Landlord with respect to any property damage losses required to be
insured under this Section 20, and all policies required to be carried under
this Section 20 shall provide for waivers of any right of subrogation that the
insurer may acquire against Landlord with respect to any such losses.
21. ESTOPPEL CERTIFICATES. Upon delivery of the leased premises to
Tenant, and thereafter within ten (10) days following the written request of
Landlord, from time to time Tenant shall execute, acknowledge, and deliver to
Landlord or to Landlord's mortgagee, proposed mortgagee, land lessor or proposed
7
purchaser of the leased premises or any part thereof, an estoppel certificate,
which estoppel certificate shall state whether the Lease is in full force and
effect and whether any changes may have been made to the original Lease; whether
there are any defaults by Landlord and, if so, the nature of such defaults;
whether rent has been paid more than thirty (30) days in advance; disclose any
security deposits, if any; and such other matters pertaining to the status of
this Lease as Landlord may reasonably request.
22. NOTICES AND CONSENTS. All notices, demands, requests, consents or
approvals which may or are required to be given by either party to the other
shall be in writing and shall be given by personal delivery, by certified or
registered mail, or by a nationally recognized overnight express delivery
service (such as Federal Express), and shall be deemed to have been given and
received on the date of delivery, if personally delivered, three (3) business
days after a certified or registered letter containing such notice properly
addressed, with postage prepaid, is deposited in the United States mail; or the
business day following the date such notice is sent by nationally recognized
overnight express delivery service marked for next day delivery, as aforesaid,
to the addresses set forth on the signature page hereof, or at such other place
as Landlord or Tenant may from time to time designate by notice to the other
party. All consents and approvals provided for herein must be in writing to be
valid and addressed to the parties at the address set forth on the signature
page of this Lease. If the term Tenant as used in this Lease refers to more than
one person, any notice, consent, approval, request, xxxx, demand or statement,
given as aforesaid to any one of such persons shall be deemed to have been duly
given to Tenant.
23. HEADINGS AND DEFINITIONS.
(a) It is agreed that the headings and phrases as to the contents of
particular paragraphs of this Lease are inserted only as a matter of convenience
and for reference, and in no way are or are intended to be a part of this Lease,
or in any way to define, limit or describe the scope or intent of the particular
paragraph to which they refer.
(b) Where in this instrument pronouns, or words indicating the singular
number, appear, such words shall be considered as masculine, feminine or neuter
pronouns or words indicating the plural number, and vice versa, where the
context indicates the propriety of such use.
24. MODIFICATION. Landlord and Tenant agree that this Lease contains
the entire agreement between them and shall not be modified in any manner except
by an instrument in writing signed by each of them.
25. BENEFIT. This Lease shall inure to the benefit of and be binding
upon the Landlord and Tenant and their respective heirs, personal
representatives, successors and such assigns and sub-lessees as may be permitted
hereunder.
26. AUTHORIZATION. Each individual executing this Lease on behalf of a
corporation represents and warrants that he has been authorized to do so by the
Board of Directors of such corporation.
27. TENANT CHARGES. Tenant agrees to bear Not Applicable of the cost of
constructing the leased premises as set forth in EXHIBIT A attached hereto and
by reference made a part hereof.
28. LANDLORD LIABILITY. Tenant agrees that Tenant shall look solely to
Landlord's interest in the Property in the event of any default or breach by
Landlord with respect to any of the terms and provisions of this Lease or any
term implied in fact or in law on the part of Landlord to be performed or
observed, and no other assets of Landlord shall be subject to levy, execution or
other judicial process or award for the satisfaction of Tenant's claim.
29. SALE OF BUILDING BY LANDLORD. In the event of any sale of the
Building by Landlord, Landlord shall be relieved of any liability under any and
all of its covenants and obligations contained in or derived from this Lease
arising out of any act, occurrence or omission occurring after the consummation
of such sale, and the purchaser shall be deemed, without any further agreement
between the parties and any such purchaser, to have assumed and agreed to carry
out any and all of the covenants and obligations of Landlord under this Lease.
THE FOLLOWING RIDERS ATTACHED TO THIS LEASE ARE HEREBY INCORPORATED
INTO AND MADE A PART OF THIS LEASE BY REFERENCE:
Article 32 - Premises
Article 33 - Lease Commencement
Article 34 - Rent
Article 35 - Construction of Premises
THIS LEASE CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
8
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
the day and year first above mentioned.
LANDLORD: 400 CHESTERFIELD CENTER CORP.
-------------------------------------------
BY: /s/ Xxxxxxxx Xxxxxxx VP
-----------------------------
ADDRESS FOR NOTICE: Sachs Properties, Inc.
P. O. Xxx 0000
Xx. Xxxxx, Xxxxxxxx 00000-0000
ADDRESS FOR PAYMENT OF RENT: Sachs Properties, Inc.
X.X. Xxx 0000
Xx. Xxxxx, Xxxxxxxx 00000-0000
TENANT: INTERTECH MANAGEMENT GROUP, INC.
-------------------------------------------
BY: /s/ Xxxx X. XxXxxxxxx
----------------------------------------
ADDRESS FOR NOTICE: 000 Xxxxxxxxxxxx Xxxxxx
-------------------------------------------
Xxxxxxxxxxxx, XX 00000
-------------------------------------------
-------------------------------------------
30. PREMISES. Tenant hereby leases from Landlord the total of 24,103
square feet, divided among the following five (5) suites:
Suite 130: 166 square feet
Suite 200: 13,206 square feet
Suite 310: 1,574 square feet
Suite 320: 4,231 square feet
Suite 340: 4,926 square feet
31. LEASE COMMENCEMENT. Lease shall be effective upon the date of its
execution, but its term and Tenant's obligation to pay rent hereunder shall be
thirty (30) days after current Tenant, Maverick Tube, has vacated premises. The
primary term of this Lease shall end on the last day of the third (3rd) full
Lease Year. The parties agree to execute a supplement to this Lease, on request
of either party, specifying exactly the commencement date of the lease term.
32. RENT.
a. YEAR 1. The annual fixed base rental rate shall be Five
Hundred Forty-Two Thousand Three Hundred Twenty-Eight and
00/100 ($542,328.00) Dollars payable in equal monthly
installments of Forty-Five Thousand One Hundred Ninety-Four
and 00/100 ($45,194.00) Dollars.
b. YEAR 2. The annual fixed base rental rate shall be Five
Hundred Sixty-Six Thousand Four Hundred Twenty-Four and
00/100 ($566,424.00) Dollars payable in equal monthly
installments of Forty-Seven Thousand Two Hundred Two and
00/100 ($47,202.00) Dollars.
c. YEAR 3. The annual fixed base rental rate shall be Five
Hundred Ninety Thousand Five Hundred Thirty-Two and 00/100
($590,532.00) Dollars payable in equal monthly installments
of Forty-Nine Thousand Two Hundred Eleven and 00/100
($49,211.00) Dollars.
33. CONSTRUCTION OF PREMISES. Landlord will, at its cost and expense,
provide the following:
a. Paint entire premises. Color to be chosen by Tenant from
Landlord's standard building selections.
b. Install new carpet chosen to be chosen by Tenant from
Landlord's standard building selections.
c. Relocate entrance doors on second floor to make them centered
with the elevator doors. The new doors shall be glass with
one glass sidepanel for each door.
d. Demolish walls as shown on attached Exhibits A.1 and A.2.
*Exhibit A to this Agreement has been omitted. A copy of such omitted Exhibit
will be furnished supplementally to the Commission upon request.
9
LEASE AMENDMENT
THIS LEASE AMENDMENT, made and entered into as of 5-28-99 by and
between 000 XXXXXXXXXXXX XXXXXX CORP., hereinafter referred to as "Landlord,"
and INTERTECH MANAGEMENT GROUP, INC., hereinafter referred to as "Tenant":
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into a lease agreement dated May
12, 1998 (hereinafter, the "Lease"), on the first, second and third floors of
the building located at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxx, which
spaces are identified as Suites 130, 200, 310, 320 and 340, covering
approximately 24,103 square feet of office floor space; and
WHEREAS, Landlord and Tenant desire to amend the Lease as set forth
below;
NOW THEREFORE, in consideration of the mutual obligations hereinafter
contained and other valuable consideration paid by each of the parties to the
other, it is agreed between the parties as follows:
1. Effective June 1, 1999, Paragraph 1, Premises, of said Lease
shall be amended to revise the square footage of Suites 130,
200, 310, 320 and 340 from 24,103 usable square feet to 26,822
rentable square feet (calculated pursuant to BOMA Standard
dated June 7, 1996).
2. Effective June 1, 1999, Paragraph 5(a)(1), Tenant's Share, of
said Lease shall be amended to revise the total rentable area
of the building from 78,813 usable square feet to 87,862
rentable square feet.
3. All other terms and conditions of said Lease shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
LANDLORD: TENANT:
400 CHESTERFIELD CENTER CORP. INTERTECH MANAGEMENT GROUP, INC.
/s/ Xxxxxxxx Xxxxxxx /s/ Xxxx X. Xxxxxx
LEASE AMENDMENT
THIS LEASE AMENDMENT, made and entered into as of 9-1-99 by and between
000 XXXXXXXXXXXX XXXXXX CORP., hereinafter referred to as "Landlord," and
INTERTECH MANAGEMENT GROUP, INC., hereinafter referred to as "Tenant":
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into a lease agreement dated May
12, 1998 and modified by lease amendment dated May 28,1999 (hereinafter
collectively, the "Lease"), on the first, second and third floors of the
building located at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxx, which
spaces are identified as Suites 130, 200, 310, 320 and 340, covering
approximately 26,822 rentable square feet of office floor space; and
WHEREAS, Landlord and Tenant desire to amend the Lease as set forth
below;
NOW THEREFORE, in consideration of the mutual obligations hereinafter
contained and other valuable consideration paid by each of the parties to the
other, it is agreed between the parties as follows:
1. Effective September 1, 1999, the annual fixed base rental rate shall
be adjusted as follows:
Commencing September 1, 1999 and ending May
31, 2001 the annual fixed base rental rate shall be
Five Hundred Ninety Thousand Five Hundred Thirty-Two
and 00/100 ($590,532.00) Dollars payable in equal
monthly installments of Forty-Nine Thousand Two
Hundred Eleven and 00/100 ($49,211.00) Dollars.
2. Effective January 1, 2000, Paragraph 13(b) of Lease shall be
replaced in its entirety with the following verbiage:
PARKING: Tenant shall have the right to park
in the building's parking area in common with other
tenants of the Building upon terms and conditions as
may from time to time be established by Landlord.
Tenant agrees not to overburden the parking
facilities, and agrees to cooperate with Landlord and
other tenants in the use of the parking areas.
Landlord reserves the right in its absolute
discretion to determine whether the parking
facilities are becoming crowded and to allocate and
assign parking spaces among Tenant and other tenants.
Parking facilities shall be deemed to be overburdened
if Tenant and its officers, employees, and invitees
occupy more than 102 spaces in the building parking
area on a consistent basis as determined by Landlord.
Failure of Tenant to cease overburdening the parking
facilities after two written notices from Landlord
shall constitute a default under Section 19(b) of
this lease.
3. All other terms and conditions of said Lease shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
LANDLORD: TENANT:
400 CHESTERFIELD CENTER CORP. INTERTECH MANAGEMENT GROUP, INC.
/s/ Xxxxxxxx Xxxxxxx /s/ Xxxx X. Xxxxxx
LEASE AMENDMENT
THIS LEASE AMENDMENT, made and entered into as of 9-1-99 by and between
Chesterfield Stemme, Inc., hereinafter referred to as "Landlord," and Intertech
Management Group, Inc., hereinafter referred to as "Tenant":
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into a lease agreement dated March
31,1999 (hereinafter, the "Lease"), on the first and second floors of the
building located at 00000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx, which
space is identified as Suites 140 and 210, covering approximately 8,317 square
feet of office floor space; and
WHEREAS, Landlord and Tenant desire to amend the Lease as set forth
below;
NOW THEREFORE, in consideration of the mutual obligations hereinafter
contained and other valuable consideration paid by each of the parties to the
other, it is agreed between the parties as follows:
1. Effective September 1, 1999, said term of Lease shall be
extended through December 31, 1999.
2. Effective September 1, 1999, the annual fixed base rental rate
shall be One Hundred Ninety-Nine Thousand Six Hundred Eight
and 00/100 ($199,608.00) Dollars payable in equal monthly
installments of Sixteen Thousand Six Hundred Thirty-Four and
00/100 ($16,634.00) Dollars.
3. Tenant may cancel this agreement upon thirty (30) days written
notice to Landlord.
4. All other terms and conditions of said Lease shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
LANDLORD: TENANT:
CHESTERFIELD STEMME, INC. INTERTECH MANAGEMENT GROUP, INC.
/s/ Xxxxxxxx Xxxxxxx /s/ Xxxx X. Xxxxxx
LEASE AMENDMENT
THIS LEASE AMENDMENT, made and entered into as of April 17, 2001 by and
between 000 XXXXXXXXXXXX XXXXXX CORP., hereinafter referred to as "Landlord,"
and 1NTERTECH MANAGEMENT GROUP, INC. d/b/a ABILITI SOLUTIONS, INC., hereinafter
referred to as "Tenant":
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into a Lease agreement dated May
12, 1998 and modified by a License Agreement dated April 16, 1999, and by Lease
Amendments dated May 28, 1999 and September 1, 1999 (hereinafter collectively,
the "Lease"), on the first and second floors of the building located at 000
Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxx, which spaces are identified as
Suites 130, 200, 310, 320 and 340 covering approximately 26,822 rentable square
feet of office floor space; and
WHEREAS, Landlord and Tenant desire to amend the Lease as set forth
below;
NOW THEREFORE, in consideration of the mutual obligations hereinafter
contained and other valuable consideration paid by each of the parties to the
other, it is agreed between the parties as follows:
1. TERM. Tenant's existing Lease term expires on June 30, 2001.
Effective July 1, 2001 said term of Lease shall be extended
through June 30, 2004.
2. PREMISES. Effective July 1, 2001, Paragraph 1, Premises, of
said Lease shall be amended as follows:
Tenant shall decrease the square footage of
the Leased Premises by 11,880 rentable square feet as
contained in Suites 310, 320 and 340.
Tenant shall increase the square footage
contained in Suite 130 by 360 rentable square feet
for a total of 522 rentable square feet as shown on
the attached Exhibit A.
Therefore, the Leased Premises shall be
amended to contain Suite 130 (522 rentable square
feet) and Suite 200 (14,780 rentable square feet as
shown on Exhibit A-1) for a total of 15,302 rentable
square feet.
3. RENT. Effective July 1, 2001, the annual fixed base rental
rate shall be Three Hundred Fifty-Nine Thousand Five Hundred
Ninety-Two and 00/100 ($359,592.00) Dollars payable in equal
monthly installments of Twenty-Nine Thousand Nine Hundred
Sixty-Six and 00/100 ($29,966.00) Dollars.
4. TENANT IMPROVEMENTS. Landlord, at its sole cost and expense,
shall provide the following tenant improvements:
a. Clean the existing carpet;
b. Paint the suites. Tenant may choose from
Landlord's building standard selections.
5. SATELLITE DISH. Tenant shall retain the right during the term
of this Lease to install, at its sole cost and expense, one
additional satellite dish which shall not exceed 36" in
diameter and shall be subject to the same terms and conditions
as contained in the License Agreement executed by Tenant on
April 16, 1999 (Exhibit B) except that Tenant shall not be
required to pay any additional rent.
6. OPERATING EXPENSES AND REAL ESTATE TAXES. Effective July 1,
2001, Paragraph 5(a), Payment of Taxes and Expenses, shall be
amended to reflect a new base year for operating expenses to
be May 31, 2001 and real estate taxes to be calendar year
2001.
7. PARKING. Effective July 1, 2001, Paragraph 2, of the Lease
Amendment dated September 1, 1999 shall be amended as follows:
Tenant shall have the right to park in the
building's parking area in common with other tenants
of the building upon terms and conditions as may from
time to time be established by Landlord. Tenant
agrees to cooperate with Landlord and other tenants
in the use of the parking areas. Landlord reserves
the right in its absolute discretion to determine
whether the parking facilities are becoming crowded
and to allocate and assign parking spaces among
Tenant and other tenants. Parking facilities shall be
deemed to be overburdened if Tenant and its officers,
employees, and invitees occupy more than 62 spaces in
the building parking area on a consistent basis as
determined by Landlord. Failure of Tenant to cease
overburdening the parking facilities after two
written notices from Landlord shall constitute a
default under Section 19(b) of this Lease.
8. All other terms and conditions of said Lease shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
LANDLORD: TENANT:
400 CHESTERFIELD CENTER CORP. INTERTECH MANAGEMENT GROUP, INC.
D/B/A ABILITI SOLUTIONS, INC.
/s/ Xxxxxxxx Xxxxxxx VP /s/ Xxxx Xxxxxx
2
