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Exhibit 6.11(f)
FIFTH AMENDMENT TO LEASE
This FIFTH AMENDMENT TO LEASE (this "Amendment") is made as of this
26th day of June, 1999, by and between FIRST XXXXXX, LIMITED LIABILITY COMPANY,
a Delaware limited liability company ("Landlord"), and XXXXXXXX.XXX, INC., an
Arizona corporation dba FUTURE ONE ("Tenant").
RECITALS
A. INDELA CAMELSQUARE LIMITED LIABILITY COMPANY, an Arizona limited
liability company ("INDELA") and Tenant executed that certain Lease dated
November 28, 1995, First Amendment to Lease dated February 7, 1997, Second
Amendment to Lease dated January 20, 1998, Third Amendment to Lease dated March
6, 1998 and Fourth Amendment to Lease dated March 3, 1999 (the "Lease") pursuant
to which Tenant leased certain premises commonly known as 0000 Xxxx Xxxxxxxxx
Xxxx, Xxxxxx X000, K114, K124, K152, K190, K192 and K195, Xxxxxxx, Xxxxxxx 00000
("Premises"). The Landlord has succeeded to all of INDELA's right, title and
interest as the Landlord under the Lease and as such is the Landlord under the
Lease.
B. Landlord and Tenant, hereby express their mutual desire and intent
to expand the Premises and amend by this writing those terms, covenants and
conditions contained in the Lease as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree as follows:
1. Defined Terms. Except for those Terms expressly defined in this
Amendment, all capitalized terms used herein shall have the meanings set forth
in the Lease.
2. Expansion Premises. The leased Premises shall be increased from
approximately 7,740 square feet to approximately 9,355 square feet (an increase
of approximately 1,615 square feet). The Landlord hereby leases to Tenant and
Tenant leases from Landlord, the Expansion Premises being Suite K105
(approximately 313 contiguous rentable square feet), Suite K120 (approximately
297 contiguous rentable square feet) and Suite K140 (approximately 1,005
contiguous rentable square feet) more particularly described on attachment
Exhibit "A-1".
3. Effective Date. The Effective Date shall therefore be July 1, 1999.
4. Lease Term. The Term of the Lease shall be for a period of one (1)
year and six (6) months commencing on July 1, 1999 and expiring on January 31,
2001. Said expansion shall expire coterminously with existing Lease and
subsequent amendments to Lease.
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5. Rent. Commencing upon the Effective Date, rent for the Expansion
Premises shall be made to Landlord in monthly installments plus applicable tax
as outlined below and will be in addition to the Minimum Rent being paid for the
Leased Premises consisting of Suites K112, K114, K124, K152, K190, K192 and
K195.
Date Per Monthly Annual Basic
Square Foot Installments Rent
-------------------------------- ---------- ------------ -------------
12 months $ 19.00 $ 2,557.08 $ 30,685.00
7 months $ 20.00 $ 2,691.66 $ 18,841.62
The Minimum Rent per Month and Annual Rent amounts do not include
applicable rental tax charges which taxes are subject to change in accordance
with local, county, and state taxing authorities.
6. Tenant Improvements. Tenant agrees to accept the Premises in "As Is"
condition.
7. Base Year/Operating Expenses. Tenant shall receive a 1999 Base Year
for the Expansion Premises (Suites K105, K120 and K140) as well as Suites K124
and K152 and shall continue to receive a 1998 Base Year for the remainder of the
leased Premises (Suites K112, K114, K190, K192 and K195) in determining the
Tenant's responsibility regarding its prorata share of Operating Expenses that
exceed the actual operating costs of the Building incurred in the calendar year
as Additional Rents. This prorata share is subject to adjustment from time to
time to reflect any changes in the size of the (a) Premises or (b) any
correction in the net rentable area of the Building from a measurement that
Landlord may cause to be made.
8. Security Deposit. The Security Deposit in the amount of $13,150.00
is presently being held by Landlord. Upon execution of this Amendment, Tenant
shall pay an additional $3,000.00 Security Deposit for a total deposit of
$16,150.00.
9. Parking. Tenant shall continue to receive ten (10) reserved parking
spaces at $35.00 each per month. Landlord shall provide two (2) additional
reserved parking spaces at $35.00 each per month for a total of twelve (12)
reserved parking spaces at a total of $420.00 plus applicable taxes for the term
of the Lease. Landlord reserves the right to designate or change the location of
parking spaces at such time as Landlord deems necessary.
10. Janitorial. Landlord shall not provide janitorial services to the
Leased Premises. Further, the Tenant shall not be provided any credit or
monetary allowance as compensation for not receiving said janitorial services.
Tenant shall, however, maintain the Premises in an acceptable condition at all
times.
11. Continuing Obligations. Tenant hereby acknowledges and agrees that
Tenant shall remain liable for any and all of Tenant's duties and obligations
under the Lease accruing
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prior to the date of this Amendment, including, without limitation, the payment
of all Monthly Installments of Rent and Tenant's Proportionate Share of
Operating Expenses and taxes.
12. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
13. Attorney's Fees. If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Amendment, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of this Amendment, the successful or prevailing party, whether by
judgment or out-of-court settlement, shall be entitled to recover from the
losing party all costs and expenses incurred therein, including reasonable
attorneys' fees.
14. Severability. If any provision of this Amendment or the application
thereof to any party or circumstance shall be determined by any court of
competent jurisdiction to be invalid or unenforceable to any extent, the
remainder of this Amendment or the application of such provision to such person
or circumstance, other than those as to which it is so determined invalid or
unenforceable, shall not be affected thereby, and each provision hereof shall be
valid and shall be enforced to the fullest extent permitted by law.
15. Governing Law. This Amendment shall be deemed to have been entered
into in the State of Arizona and shall be governed by and construed in
accordance with the laws of the State of Arizona.
16. Due Authority. Tenant hereby represents and warrants to Landlord
that this Amendment has been duly authorized and that the person executing this
Amendment on behalf of Tenant has all necessary power and authority to execute
this Amendment on behalf of Tenant and that no consent of any other person or
entity is required for the execution or performance of this Amendment.
17. Effect of Amendment. Except as expressly modified herein and
previously amended, the Lease shall continue in full force and effect. In the
event of any conflict between the terms of the Lease and the terms of this
Amendment, this Amendment shall control.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as
of the day and year written below.
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TENANT: LANDLORD:
XXXXXXXX.XXX, INC., an Arizona FIRST XXXXXX, LIMITED LIABILITY
corporation dba FUTURE ONE, COMPANY a Delaware limited
liability company
By: /s/ Xxxxxxx X. Northern By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Northern Xxxxxxx X. Xxxxxxxxx
Its: President Its: Vice President
Dated: June 28, 1999 Dated: June 30, 1999
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