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EXHIBIT 10.07
BUSINESS PROPERTY LEASE
APPROVED
BY BUILDING OWNERS AND MANAGERS ASSOCIATION OF OMAHA, INC.
This Lease, Made and executed in Omaha, NE by and between
The LESSOR 99-Maple Partnership and the LESSEE West Telemarketing
Corporation
Witnesseth: That the Lessor does hereby demise and lease unto the
Lessee, the
Following described property, situated in Omaha, Douglas County,
Nebraska,
to-wit:
DESCRIPTION OF PROPERTY
A parcel
of land more particularly described on the survey attached
hereto and by this reference made a part hereof.
TERM AND PURPOSE
1. The
Lessee agrees to use and occupy the premises for offices and
operating space for telemarketing facility, and no other purpose,
for a term of
____________________________ years, said lease term beginning on
September 1,
1994, and ending on August 31, [ILLEGIBLE] 2004 unless sooner
terminated as
hereinafter provided.
RENTAL
2. In
consideration of the foregoing demise, the Lessee hereby
covenants
to perform the agreements hereby imposed, and to pay the Lessor as
rental for
said premises the sum of
______________________________________________($_________), payable
as follows:
For the period from ____________ to _______________, 19__,
$_________ per
month
For the period from _____________________________ to _____, 19_,
$___ per month
______________________________________________________________________________
said rental to be payable monthly in advance, on the 1st day of
each successive
month, at the office of 99-Maple Partnership, c/o Mary E. West,
9746 Ascot
Drive, Omaha, NE or at such other place as the Lessor shall
direct.
It is
understood and agreed that the amount of rent stated above shall
be
the base rental and shall be adjusted on the 2nd anniversary date
of this lease
and each 2nd anniversary date thereafter in order to reflect the
change in
purchasing power of the dollar. Such adjustments shall be made upon
the
following basis: The Consumer's Price Index for all cities as
prepared by the
United States Department of Labor shall be used as the basis of
computation and
said index for the date of this lease shall be considered as 100
per cent. Said
Index shall be taken on the 2nd anniversary date of this lease. The
price index
thus obtained shall be considered the applicable index for the rent
payable
starting on the 2nd anniversary date of this lease, and for each of
the
following ___________ years. Said price index thus obtained shall
be compared
with the price index figure for the date of this lease and the
annual base
rental should be either increased or decreased by whatever
percentage of
increase or decrease the price index bears to the price index as of
the date of
this lease. However, at no time will the rental be less than the
base rental in
this lease.
SERVICE
3. It is
understood that for the rent mentioned, the Lessor shall
furnish
service as follows: none in the manner customary in the building.
It is hereby
agreed that the Lessor shall have the right to discontinue any
service above
mentioned or any part thereof whenever and during any period for
which bills for
rent or other service are not promptly paid by the Lessee. It is
also agreed
that the Lessor shall not be liable for damages nor shall the
rental
hereinbefore stipulated be abated for failure to furnish, or delay
in
furnishing, any service above mentioned or any part thereof as
aforesaid when
such failure to furnish, or delay in furnishing, is occasioned by
needful
repairs, renewals or improvements, or in whole or in part by any
strike or labor
controversy, or by any accident or casualty whatsoever, or by an
act or default
of the Lessee or other parties, or by any unauthorized act or
default of any
employee of the Lessor, nor for any other cause or causes beyond
the reasonable
control of the Lessor.
WATER, GAS, ELECTRIC, SEWER USE FEES, ETC., CHARGES
4. The
Lessee further agrees to pay from time to time as same may
become
due all water, gas, electricity or other charges levied or assessed
against,
incurred at or chargeable to or in connection with the leased
premises during
the term of this lease and to save the premises and Lessor harmless
therefrom.
Lessee
further agrees to pay any and all sewer use fees which may be
assessed against the demised premises whether based on a minimum
fee, a
percentage charge, or whatever basis said fee shall be levied. In
addition to
the usual monthly charge for water, the Lessee further agrees to
pay any and all
additional charges which the Metropolitan Utilities District may
make against
the demised premises for the use by the Lessee of water for air
conditioning
purposes.
CONDITION OF PREMISES
5. Lessee
has examined said premises prior to his acceptance and the
execution hereof and is satisfied with the physical condition
thereof, including
all equipment and appurtenances, and his taking possession thereof
shall be
conclusive evidence of his receipt thereof in satisfactory order
and repair,
except as otherwise specified herein, and Lessee agrees and admits
that no
representation as to the condition or repair hereof has been made
by the Lessor
or his agent which is not herein expressed or indorsed hereon; and
likewise
agrees and admits that no agreement or promise to decorate, alter,
repair, or
improve said premises including all equipment and appurtenances,
either before
or after the execution hereof, not contained herein, has been made
by Lessor or
his agent.
REPAIRS
6. In
consideration of the foregoing demise and the rate of rental
herein
stipulated, the Lessee agrees during the term of this lease, at his
own expense,
to keep in good and substantial order and repair and to make all
necessary
repairs, renewals, replacements and decorations upon or in
connection with said
premises, including all windows and doors and glass, wherever
located, and all
plumbing, heating equipment, boilers, elevators, pipes, wiring, and
gas, steam
and electrical fixtures, connections and fittings and all other
equipment,
fixtures and appurtenances, and excepting only the exterior of the
premises
(exterior of the premises shall not include windows, doors or any
glass).
However, it is not the intention of the parties hereto that the
foregoing
repairs, renewals, replacements, and/or decorations shall be made
by the Lessee
when such repairs, renewals, replacements and/or decorations are
occasioned by
fire, windstorm or other unavoidable casualty, except that the
Lessee shall make
all glass replacements made necessary from any cause other than
fire, windstorm
and structural deficiency of the building.
ASSIGNING,
SUBLETTING, INSURANCE, ALTERATIONS, AIR CONDITIONING, COOLING
7. It is
provided that the Lessee shall not assign this lease nor let or
sublet said premises or any part thereof nor use the same nor
permit the same to
be used for any purpose other than as above described, nor keep or
store in or
about the premises anything which will increase the rate of
insurance on the
building, nor permit any change in occupancy or transfer of this
lease by
operation
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of law, or otherwise, nor make any alterations or additions or
improvements,
including air conditioning and cooling systems in said premises,
nor place,
affix or display in any manner in, upon or in connection with said
premises, any
"for rent," display or advertising sign or device without the
written consent of
the Lessor first obtained, and Lessee will not invalidate any
policies of
insurance now or hereafter made on said building, and Lessee will
pay all extra
insurance premiums on said building, if any, required on account of
extra risk
caused by the Lessee's use of the demised premises, and it is
further provided
that all additions, fixtures or improvements which may be made of
the Lessee to
said premises, except movable office furniture and trade fixtures,
shall be made
only after the Lessor has given written consent and shall become
the property of
the Lessor, and shall remain and be surrendered in good condition
with the
premises as apart thereof at the termination of this lease, by
lapse of time or
otherwise.
It is
understood and agreed, however, that Lessee shall maintain an
insurable interest in said additions, fixtures and improvements
during the term
of this lease and that in the event of any casualty loss to said
additions,
fixtures and improvements the Lessee shall be entitled to the
proceeds from any
insurance the Lessee may have carried on the same.
Lessee
agrees, upon the termination hereof, to remove all Lessee's
property except such as according to the conditions of this lease
is to remain
as part of the premises.
COMPLIANCE WITH LAWS--KEEP PREMISES SAFE AND CLEAN
8. The
Lessee shall keep said premises and operate his business therein
in
a manner which shall be in compliance with all laws, rules and
regulations,
orders and ordinances of the city, county, state and federal
government and any
department of either, and will not suffer or permit the premises to
be used for
any unlawful purpose, and he will protect the Lessor and save him
and the said
premises harmless from any and all fines and penalties that may
result from or
be due to any infractions of, or non-compliance with, the said
laws, rules,
regulations, orders and ordinances. Lessee agrees to keep the said
premises and
all sidewalks and approaches thereto in a safe condition and free
and clear of
ice and snow and all other matter which may be dangerous to the
public and free
of all obstructions.
Lessee
will hold Lessor exempt and harmless for and on account of any
damages or injury to any person, or to the goods, wares and
merchandise of any
person, arising from the use of the premises by Lessee, or arising
from the
failure of Lessee to keep the premises in good condition as herein
provided.
DAMAGE BY FIRE OR OTHER CASUALTY
TERMINATION PRIVILEGES
9. It is
provided that in case the said premises, or any part thereof,
shall at any time be destroyed or damaged by fire or other
unavoidable casualty,
so that the same shall be unfit for occupation or use, then the
rent hereby
reserved, or a fair and just proportion thereof, according to the
nature and
extent of the damage sustained in loss of occupation of the
premises, shall be
suspended, cease to be payable and so continue until said premises
shall be
rebuilt or made fit for occupation and use, or if such damage to
the said
demised premises or to the building in which the demised premises
are situated,
is to the extent of 50% or more, then this lease may be terminated
at the
election of the Lessor, notice of which election, if exercised,
shall be given
in writing within 25 days from date of casualty, provided also that
in case the
building containing said premises is totally destroyed or work to
put the
premises in tenantable condition is not commenced within one month
from the time
of said damage and continued thereafter, with reasonable diligence,
then this
lease may be terminated at the election of the Lessee, notice of
which election,
if exercised, must be given in writing within 35 days from date of
casualty.
Each party hereto hereby waives all claims for recovery from the
other party for
any loss or damage to any of its property insured under valid and
collectible
insurance policies to the extent of any recovery collectible under
such
insurance, subject to the limitations that this waiver shall apply
only when
permitted by the applicable policy of insurance.
PERSONAL PROPERTY AT RISK OF LESSEE
10. All personal
property in the leased premises shall be at the risk of
the Lessee only and the Lessor shall not be or become liable for
any damage to
said personal property, so said premises or to said Lessee or to
any other
persons or property caused by water leakage, steam, sewerage, gas
or odors or
for any damage whatsoever done or occasioned by or from any boiler,
plumbing,
gas, water, steam or other pipes or any fixtures, equipment or
appurtenances
whatsoever, or for any damage occasioned by water, snow or ice,
being upon or
coming through the roof, sky-light, trap door, or otherwise, or for
any damage
arising from any act or neglect of other tenants, occupants, or
employees of the
building in which the leased premises are situated or arising by
reason of the
use of, or any defect in, the said building or any of the fixtures,
equipment or
appurtenances therein, or by the act or neglect of any other person
or caused in
any other manner whatsoever.
RIGHT OF LESSOR TO ENTER FOR REPAIRS, ALTERATIONS, ETC.
11. The
Lessor, his agents or representatives, shall have the right to
enter said premises at all reasonable times, to examine or exhibit
the same, or
to make such repairs, additions or alterations as Lessor may see
fit to make for
the safety, improvement or preservation thereof, or of the building
of which the
leased premises are a part or for any other reasonable purpose. The
Lessor may
display "for rent" signs on or about the said premises and in the
windows
thereof for sixty days prior to the termination of this lease.
DEFAULT, BANKRUPTCY, ETC.
12. Should
default be made by the Lessee in the payment of the rental
herein reserved, or any part thereof, when and as herein provided,
or should
Lessee make default in the performing, fulfilling, keeping or
observing of any
of the Lessee's other covenant, conditions, provisions or
agreements herein
contained; or should a petition in bankruptcy be filed by the
Lessee or should
the Lessee be adjudged bankrupt or insolvent by any court or should
a trustee or
receiver in bankruptcy or a receiver of any property of the Lessee
be appointed
in any suit or proceeding by or against the Lessee or should the
demised
premises become vacant or [ILLEGIBLE] or should this lease by
operation of law
pass to any person other than the Lessee, or should the leasehold
interest be
levied on under execution, then and in any of such events the
Lessor may, if the
Lessor so desires, without demand of any kind or notice to the
Lessee, or any
other person at once declare this lease terminated, and the Lessor
may re-enter
said premises without any former notice or demand and hold and
enjoy the same
thenceforth as if these presents had not been made, without
prejudice, however,
to any right of action or remedy of the Lessor in respect to any
breach by the
Lessee of any of the covenants herein contained. In case Lessor
does not elect
to take advantage of the right to terminate this lease conferred by
the
foregoing provision of this paragraph, the Lessor shall
nevertheless have and
Lessor is hereby expressly given the right to re-enter the said
premies, with or
without legal process, should any of the events hereinbefore
specified take
place or occur, and to remove the Lessee's signs, and all property
and effects
of the Lessee or other occupants of said premises, and if the
Lessor so desires,
to relet the said premises or any part thereof upon such terms, and
to such
person or persons and for such period or periods as may seem fit to
the Lessor,
and in case of such reletting, the Lessee shall be liable to the
Lessor for the
difference between
