EXHIBIT 10.19
OFFICE LEASE
BETWEEN
EDGEWATER CORPORATE PARK LLC,
A DELAWARE LIMITED LIABILITY COMPANY
(“LANDLORD”)
AND
CLEARONE COMMUNICATIONS, INC., A UTAH CORPORATION
(“TENANT”)
DATE OF LEASE: JUNE 5, 2006
BUILDING: EDGEWATER CORPORATE PARK - SOUTH
TOWER
TABLE OF CONTENTS
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1
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DEFINITIONS
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2
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2
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LEASE
GRANT
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5
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3
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ADJUSTMENT OF
COMMENCEMENT OF DATE/POSSESSION
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5
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4
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USE
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6
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5
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BASE
RENTAL
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7
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6
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INTENTIONALLY
DELETED
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7
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7
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SERVICES TO BE
FURNISHED BY LANDLORD
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8
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8
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LEASEHOLD
IMPROVEMENTS/TENANT’S PROPERTY
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9
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9
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SIGNAGE
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9
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10
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REPAIRS AND
ALTERATIONS
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10
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11
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USE OF
ELECTRICAL SERVICES BY TENANT
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10
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12
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ENTRY BY
LANDLORD
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10
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13
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ASSIGNMENT AND
SUBLETTING
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11
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14
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MECHANICS
LIENS
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11
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15
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INSURANCE
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11
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16
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INDEMNITY
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12
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17
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CASUALTY
DAMAGE
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13
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18
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CONDEMNATION
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13
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19
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HAZARDOUS
SUBSTANCES
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14
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20
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AMERICANS WITH
DISABILITIES ACT
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15
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21
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EVENTS OF
DEFAULT
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15
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22
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REMEDIES
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16
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23
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NO
WAIVER
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19
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24
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PEACEFUL
ENJOYMENT
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19
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25
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HOLDING
OVER
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19
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26
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SUBORDINATION
TO MORTGAGE/ESTOPPEL CERTIFICATE
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20
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27
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NOTICE
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20
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28
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SURRENDER OF
PREMISES
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21
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29
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RIGHTS RESERVED
TO LANDLORD
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21
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30
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MISCELLANEOUS
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21
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31
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ENTIRE
AGREEMENT
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23
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32
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LIMITATION OF
LIABILITY
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23
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33
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EXPANSION
RIGHTS
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23
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EXHIBIT A -
OUTLINE AND LOCATION OF PREMISES
EXHIBIT B -
RULES AND REGULATIONS
EXHIBIT C -
PAYMENT OF BASIC COSTS
EXHIBIT D -
WORK LETTER
EXHIBIT E -
ADDITIONAL PROVISIONS
EXHIBIT F -
COMMENCEMENT LETTER
EXHIBIT G -
PROPERTY CAPITAL IMPROVEMENTS
OFFICE LEASE AGREEMENT
This Office
Lease Agreement ( the "Lease" ), made and entered
into on this the 5th day of June, 2006, between Edgewater Corporate
Park LLC, a Delaware limited liability company ("
Landlord ") and Clear One Communications a Utah
Corporation (" Tenant ").
W I T N
E S S E
T H :
1.
Definitions . The
following are definitions of some of the defined terms used in this
Lease. The definition of other defined terms are found throughout
this Lease.
A.
"Building"
shall mean the office building at
5225 Wiley Post Way, County of Salt Lake, State of Utah, currently
known as Edgewater Corporate Park South Tower.
B.
“Base
Rent” : Base
Rent will be paid according to the following schedule, subject to
the provisions of Section 5. hereof. For the purposes of this
Section 1.B., " Lease Year " shall mean the
twelve (12) month period commencing on the Commencement Date
(hereinafter defined), and on each anniversary of the Commencement
Date.
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Period
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Annual Base
Rent
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Monthly
Installments
of Base
Rent
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November 2006 - December
2006
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$00.00
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$00.00
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January 2007 - October
2007
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$498,836.25
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$49,883.63
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November 2007 - October
2008
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$614,561.61
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$51,380.13
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November 2008 - October
2009
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$635,058.45
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$52,921.54
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November 2009 - October
2010
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$654,110.21
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$54,509.18
|
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November 2010 - October
2011
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$673,733.51
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$56,144.46
|
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November 2011 - October
2012
|
$693,945.52
|
$57,828.79
|
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November 2012 - October
2013
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$714,763.88
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$59,563.66
|
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November 2013 - December
2013
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$122,701.14
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$61,350.57
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The Base Rent
due for the first month during the Lease Term (hereinafter defined)
shall be paid by Tenant to Landlord contemporaneously with
Tenant’s execution hereof.
C.
“Additional
Rent” : shall
mean Tenant’s Pro Rata Share (hereinafter defined) of Basic
Costs (hereinafter defined) and any other sums (exclusive of Base
Rent) that are required to be paid to Landlord by Tenant hereunder,
which sums are deemed to be Additional Rent under this Lease.
Additional Rent and Base Rent are sometimes collectively referred
to herein as “Rent.”
D.
“Basic
Costs” shall
mean all direct and indirect costs and expenses incurred in
connection with the Building as more fully defined in
Exhibit C attached hereto.
E. Intentionally Deleted.
F.
“Commencement
Date”, “Lease Term” , “Termination Date” and
“Extension Period” shall have the meanings set
forth:
The “Lease Term”
shall mean an initial period of 86 months commencing on the later
to occur of (a) November 1, 2006 (the “Target
Commencement Date” ) and (b) the date upon which
Landlord’s Work in the Premises has been substantially
completed as such date is determined pursuant to Section 3.A.
hereof (the later to occur of such dates being defined as the
“ Commencement Date ”). The
“Termination Date ” shall, unless
sooner terminated as provided herein, mean the last day of the
Lease Term. Notwithstanding the foregoing, if the Termination Date,
as determined herein, does not occur on the last day of a calendar
month, the Lease Term shall be extended by the number of days
necessary to cause the Termination Date to occur on the last day of
the last calendar month of the Lease Term. Tenant shall pay Base
Rent and Additional Rent for such additional days at the same rate
payable for the portion of the last calendar month immediately
preceding such extension. The Commencement Date, Lease Term
(including any extension by Landlord pursuant to this subsection
I.F.(2) and Termination Date shall be set forth in a Commencement
Letter prepared by Landlord and executed by Tenant in accordance
with the provisions of Section 3.A. hereof. Tenant shall have a
one-time opportunity to cancel this Lease at the end of the 62
nd month (December 31, 2011) of the Lease Term by giving
Landlord written notice at the end of the 52 nd month
(February 28, 2011) and by paying Landlord a penalty payment equal
to two (2) months Base Rent which is calculated to be
$115,657.58.
At the end of the initial Lease Term, Tenant
shall have the right to extend the Lease Term by an additional
Sixty (60) months upon the same terms and conditions contained
herein. Base Rent for the Extension Period shall be mutually agreed
upon by Landlord and Tenant and shall be based on the then
prevailing market rental rate. The Base Year for the Extension
Period will be 2011.
Tenant shall be allowed to occupy the Premises
prior to the Commencement Date at no charge if the Premises is
substantially completed and the Premises has been issued a
certificate of occupancy. While there shall not be rent charged
during this period, Tenant will be insured according to the
conditions of Section 15 and shall provide Landlord with a copy of
the insurance certificate.
G.
"Premises"
shall mean the office space located
within the Building and outlined on Exhibit A
to this Lease.
H.
"Approximate Rentable Area
in the Premises” shall mean the area contained within the
demising walls of the Premises and any other area designated for
the exclusive use of Tenant plus an allocation of the Tenant's Pro
Rata Share of the square footage of the "Common Areas" and the
"Service Areas" (hereinafter defined). For purposes of the Lease it
is agreed and stipulated by both Landlord and Tenant that the
Approximate Rentable Area in the Premises is 36,279 square feet,
subject, however, to adjustment pursuant to Section 1.I.
hereof.
I. The “Approximate Rentable Area in
the Building” for purposes of the Lease is agreed
and stipulated by both Landlord and Tenant to be 102,205 square
feet. The Approximate Rentable Area in the Premises and the
Approximate Rentable Area in the Building as set forth herein shall
be revised if Landlord's architect determines such estimate to be
inaccurate in any material degree after examination of the final
drawings of the Premises and the Building.
J.
“Tenant’s Pro
Rata Share” shall mean 35.50% which is the quotient
(expressed as a percentage), derived by dividing the Approximate
Rentable Area in the Premises by the Approximate Rentable Area in
the Building.
K.
“Permitted
Use” shall
mean general office and electronic lab space for R&D use and no
other use or purpose.
L.
“Base
Year” shall
mean 2007.
M. Intentionally Deleted.
N.
“Broker”
shall mean NAI Utah Commercial Real
Estate Inc.
O.
“Building
Manager” shall
mean NAI Utah Commercial Real Estate Inc. or such other company as
Landlord shall designate from time to time.
P.
"Building
Standard", shall
mean the type, brand, quality and/or quantity of materials Landlord
reasonably designates from time-to-time to be the minimum quality
and/or quantity to be used in the Building or the exclusive type,
grade, quality and/or quantity of material to be used in the
Building.
Q.
"Business
Day(s)" shall mean
Mondays through Fridays exclusive of the normal business holidays
of New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day (
“Holidays”) . Landlord, from time to
time during the Lease Term, shall have the right to designate
additional Holidays, provided such additional Holidays are commonly
recognized by other office buildings in the area where the Building
is located.
R.
"Common
Areas" shall mean
those areas located within the Building or on the Property used for
corridors, elevator foyers, mail rooms, restrooms, mechanical
rooms, elevator mechanical rooms, property management office,
janitorial closets, electrical and telephone closets, vending
areas, and lobby areas (whether at ground level or otherwise),
entrances, exits, sidewalks, skywalks, tunnels, driveways, parking
areas and parking garages and landscaped areas and other similar
facilities provided for the common use or benefit of tenants
generally and/or the public.
S.
“Default
Rate” shall
mean the Prime Rate plus six percent (6%), but in no event shall
the Default Rate be greater than twelve percent (12%).
T.
"Normal Business
Hours" for the
Building shall mean 8:00 a.m. to 9:00 p.m. Mondays through
Fridays.
U.
"Prime Rate"
shall mean the per annum interest
rate announced by and quoted in the Wall Street Journal from
time-to-time as the prime or base rate.
V.
“Property”
shall mean the Building and the
parcel(s) of land on which it is located, other improvements
located on such land, adjacent parcels of land that Landlord
operates jointly with the Building, and other buildings and
improvements located on such adjacent parcels of land.
W.
"Service
Areas" shall mean
those areas within the Building used for stairs, elevator shafts,
flues, vents, stacks, pipe shafts and other vertical penetrations
(but shall not include any such areas for the exclusive use of a
particular tenant).
X.
“Notice
Addresses” shall mean the following addresses for Tenant
and Landlord, respectively:
5225 Wiley
Post Way, Suite 500
Edgewater
Corporate Park, LLC
990 Highland
Drive, Suite 204
NAI Utah
Commercial Real Estate Inc.
Payments of
Rent only shall be made payable to the order of:
Edgewater
Corporate Park LLC
at the
following address:
or such other
name and address as Landlord shall, from time to time,
designate.
2.
Lease
Grant. Subject
to and upon the terms herein set forth, Landlord leases to Tenant
and Tenant leases from Landlord the Premises together with the
right, in common with others, to use the Common Areas.
3.
Adjustment of
Commencement Date/Possession.
A.
If the Lease Term, Commencement
Date and Termination Date are to be determined in accordance with
Section I.F above, the Lease Term shall not commence until the
later to occur of the Target Commencement Date and the date that
Landlord has substantially completed the work to be performed by
Landlord as set forth in the Work Letter Agreement attached hereto
as Exhibit D (“ Landlord’s
Work ”); provided, however, that if Landlord shall
be delayed in substantially completing the Landlord Work as a
result of the occurrence of any of the following (a
“Delay ”):
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Tenant’s
failure to furnish information in accordance with the Work Letter
Agreement or to respond to any request by Landlord for any approval
of information within any time period prescribed, or if no time
period is prescribed, then within two (2) Business Days of such
request; or
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Tenant’s
insistence on materials, finishes or installations that have long
lead times after having first been informed by Landlord that such
materials, finishes or installations will cause a Delay;
or
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Material
changes in any plans and specifications requested by Tenant;
or
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The performance
or nonperformance by a person or entity employed by on or behalf of
Tenant in the completion of any work in the Premises (all such work
and such persons or entities being subject to prior approval of
Landlord); or
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Any request by
Tenant that Landlord delay the completion of any of the
Landlord’s Work; or
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Any breach or
default by Tenant in the performance of Tenant’s obligations
under this Lease; or
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Any delay
resulting from Tenant’s having taken possession of the
Premises for any reason prior to substantial completion of the
Landlord’s Work; or
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Any other delay
reasonably chargeable to Tenant, its agents, employees or
independent contractors;
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then, for
purposes of determining the Commencement Date, the date of
substantial completion shall be deemed to be the day that said
Landlord’s Work would have been substantially completed
absent any such Delay(s). The Landlord’s Work shall be deemed
to be substantially completed on the date that Landlord’s
Work has been performed (or would have been performed absent any
Delay(s), other than any details of construction, mechanical
adjustment or any other matter, the noncompletion of which does not
materially interfere with Tenant’s use of the Premises.
Promptly after the determination of the Commencement Date, Landlord
and Tenant shall enter into a letter agreement (the “
Commencemen t Letter ”) on
the form attached hereto as Exhibit F setting
forth the Commencement Date, the Termination Date and any other
dates that are affected by the adjustment of the Commencement Date.
If this Lease requires Landlord to perform Landlord’s Work in
the Premises, the Commencement Letter shall identify any minor
incomplete items of the Landlord’s Work as reasonably
determined by Landlord's architect (the " Punchlist
Items "), which Punchlist Items Landlord shall promptly
remedy. Tenant, within five (5) days after receipt thereof from
Landlord, shall execute the Commencement Letter and return the same
to Landlord. Notwithstanding anything herein to the contrary,
Landlord may elect, by written notice to Tenant, not to adjust the
Commencement Date as provided above if such adjustment would cause
Landlord to be in violation of the existing rights granted to any
other tenant of the Building. If Landlord elects not to adjust the
Commencement Date, the Commencement Date shall be the Target
Commencement Date, provided that Base Rent and Additional Rent
shall not commence until the date that Landlord’s Work has
been substantially completed (or would have been substantially
completed absent any Delays). If, through no fault of Tenant,
Landlord fails to complete the Landlord’s Work within 60 days
after execution of this Lease, Tenant may terminate the Lease, and
shall be relieved of any further liability or obligation
hereunder.
B.
By taking possession of the
Premises, Tenant is deemed to have accepted the Premises and agreed
that the Premises is in good order and satisfactory condition, with
the exception of latent defects and subject to completion by
Landlord of the Punchlist Items., with no representation or
warranty by Landlord as to the condition of the Premises or the
Building or suitability thereof for Tenant’s use.
C.
If Tenant takes possession of the
Premises prior to the Commencement Date, such possession shall be
subject to all the terms and conditions of the Lease and Tenant
shall not pay Base Rent and Additional Rent to Landlord for each
day of occupancy prior to the Commencement Date. Notwithstanding
the foregoing, if Tenant takes possession of the Premises prior to
the Commencement Date for the sole purpose of performing any
Landlord-approved improvements therein or installing furniture,
equipment or other personal property of Tenant, such possession
shall be subject to all of the terms and conditions of the Lease,
except that Tenant shall not be required to pay Rent with respect
to the period of time prior to the Commencement Date during which
Tenant performs such work. Nothing herein shall be construed as
granting Tenant the right to take possession of the Premises prior
to the Commencement Date, whether for construction, fixturing or
any other purpose, without the prior consent of
Landlord.
4.
Use
.
The Premises shall be used for the
Permitted Use and for no other purpose. Tenant agrees not to use or
permit the use of the Premises for any purpose which is illegal,
dangerous to life, limb or property or which, in Landlord's
reasonable judgement, creates a nuisance or which would increase
the cost of insurance coverage with respect to the Building. Tenant
will conduct its business and control its agents, servants,
employees, customers, licensees, and invitees in such a manner as
not to interfere with, annoy or disturb other tenants or Landlord
in the management of the Building and the Property. Tenant will
maintain the Premises in a clean and healthful condition, and
comply with all laws, ordinances, orders, rules and regulations of
any governmental entity with reference to the use, condition,
configuration or occupancy of the Premises. Tenant, within ten (10)
days after the receipt thereof, shall provide Landlord with copies
of any notices it receives with respect to a violation or alleged
violation of any such laws, ordinances, orders, rules and
regulations. Tenant, at its expense, will comply with the rules and
regulations of the Building attached hereto as Exhibit
B and such other rules and regulations adopted and altered
by Landlord from time-to-time and will cause all of its agents,
employees, invitees
and visitors to
do so. All such changes to rules and regulations will be reasonable
and shall be sent by Landlord to Tenant in writing.
A.
Tenant covenants and agrees to pay
to Landlord during the Lease Term, without any setoff or deduction
except as otherwise expressly provided herein, the full amount of
all Base Rent and Additional Rent, as defined in Exhibit C, due
hereunder and the full amount of all such other sums of money as
shall become due under this Lease (including, without limitation,
any services, goods or materials furnished by Landlord at
Tenant’s request), all of which hereinafter may be
collectively called “ Rent .” Any such
payments shall be paid concurrently with the payments of the Rent
on which the tax is based. The Base Rent and Additional Rent for
each calendar year or portion thereof during the Lease Term, shall
be due and payable in advance in monthly installments of the first
day of each calendar month during the Lease Term and any extensions
or renewals hereof, and Tenant hereby agrees to pay such Base Rent
and Additional Rent to Landlord without demand or any right of
set-off or deduction whatsoever. If the Lease Term commences on a
day other than the first day of a month or terminates on a day
other than the last day of a month, then the installments of Base
Rent and Additional Rent for such month or months shall be
prorated, based on the number of days in such month. No payment by
Tenant or receipt or acceptance by Landlord of a lesser amount than
the correct installment of Rent due under this Lease shall be
deemed to be other than a payment on account of the earliest Rent
due hereunder, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment be deemed an accord
and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance or
pursue any other available remedy. The acceptance by Landlord of an
installment of Rent on a date after the due date of such payment
shall not be construed to be a waiver of Landlord's right to
declare a default for any other late payment. All amounts received
by Landlord from Tenant hereunder shall be applied first to the
earliest accrued and unpaid Rent then outstanding. Tenant’s
covenant to pay Rent shall be independent of every other covenant
set forth in this Lease.
B.
To the extent allowed by law, all
installments of Rent not paid within five (5) days of Rent due date
shall bear interest at the Default Rate from the date due until
paid. In addition, if Tenant fails to pay any installment of Base
Rent and Additional Rent or any other item of Rent when due and
payable hereunder, and Tenant fails to make such payment after
written notice to Tenant and the right to cure, a
“Late Charge” equal to five percent
(5%) of such unpaid amount will be due and payable immediately by
Tenant to Landlord.
C.
The Additional Rent payable
hereunder shall be adjusted from time-to-time in accordance with
the provisions of Exhibit C attached hereto
and incorporated herein for all purposes.
6.
Intentionally
Deleted.
7.
Services to be Furnished
by Landlord .
A.
Landlord agrees to furnish Tenant
the following services:
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Water for use
in the lavatories on the floor(s) on which the Premises is located
and in the break room and shower in the Premises.
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Central heat
and air conditioning in season during Normal Business Hours, at
such temperatures and in such amounts as are commercially
reasonable for buildings of similar class, size, age and location,
or as required by governmental authority. In the event that Tenant
requires central heat, ventilation or air conditioning service at
times other than Normal Business Hours, such additional service
shall be furnished only upon the written request of Tenant
delivered to Landlord prior to 3:00 p.m. at least one Business Day
in advance of the date for which such usage is requested. Tenant
shall bear the cost of additional service determined to be $45.00
per hour as Additional Rent upon presentation of a statement
therefore by Landlord.
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At
Landlord’s option, If Tenant shall require water or electric
current in excess of that usually furnished or supplied for use of
the Premises as general office space, or after Normal Business
Hours, Landlord may cause a water meter (or submeter) or electric
current meter (or submeter) to be installed in the Premises, so as
to measure the amount of water and electric current consumed by
Tenant whether during Normal Business Hours or after hours. The
cost of such meters and of installation, maintenance and repair
thereof shall be paid for by Tenant and Tenant agrees to pay
Landlord promptly upon demand by Landlord for all such water and
electric current consumed as shown by said meters, at the rates
charged for such services by the City in which the Building is
located or the local public utility, as the case may be, furnished
the same. In the event Landlord installs such meters, then an
appropriate adjustment to the Base Rent shall be made since Tenant
will be paying for its utilities separately.
All additional
heating, ventilating and air conditioning required (if any) to
accommodate Tenant’s design shall be installed at the
Tenant’s expense (and may be included as part of the Tenant
improvement expense referenced in Section 5) subject to
Landlord’s prior written approval.
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Maintenance and
repair of all Common Areas in the manner and to the extent
reasonably deemed by Landlord to be standard for buildings of
similar class, age and location.
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Janitorial and
cleaning service in and about the Premises on Business Days. Tenant
shall not provide or use any other janitorial or cleaning services
without Landlord’s consent, and then only subject to the
supervision of Landlord and at Tenant’s sole cost and
responsibility and by a janitor, cleaning contractor or employees
at all times reasonably satisfactory to Landlord.
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Electricity to
the Premises for general office use, in accordance with and subject
to the terms and conditions of Section 11 of this Lease.
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(6)
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Fluorescent
bulb replacement in the Premises necessary to maintain building
standard the lighting as established by Landlord and fluorescent
and incandescent bulb and ballast replacement in the Premises,
Common Areas and Service Areas.
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Passenger
elevator service in common with Landlord and other persons and
freight elevator service in common with the Landlord and other
persons.
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Provided Tenant
and its employees will be allowed access to the Premises at all
times, day or night, access control to the Building during other
than Normal Business Hours shall be provided in such form as
Landlord reasonably deems appropriate. Tenant shall
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cooperate fully
in Landlord's reasonable efforts to maintain access control to the
Building and shall follow all reasonable regulations promulgated by
Landlord with respect thereto. Notwithstanding anything herein to
the contrary Tenant expressly acknowledges and agrees that Landlord
is not warranting the efficacy of any access personnel, service,
procedures or equipment and that Tenant is not relying and shall
not hereafter rely on any such personnel service, procedures or
equipment.
B.
If Tenant requests any other
utilities or building services in addition to those identified
above, or any of the above utilities or building services in
frequency, scope, quality or quantities substantially greater than
the standards set by Landlord for the Building, then Landlord shall
use reasonable efforts to attempt to furnish Tenant with such
additional utilities or building services. Landlord may impose a
reasonable charge for such additional utilities or building
services, which shall be paid monthly by Tenant as Additional Rent
on the same day that the monthly installment of Base Rent is
due.
C.
Except as otherwise expressly
provided herein, the failure by Landlord to any extent to furnish,
or the interruption or termination of these defined services in
whole or in part, resulting from adherence to laws, regulations and
administrative orders, wear, use, repairs, improvements alterations
or any causes beyond the reasonable control of Landlord shall not
render Landlord liable in any respect nor be construed as a
constructive eviction of Tenant, nor give rise to an abatement of
Rent, nor relieve Tenant from the obligation to fulfill any
covenant or agreement hereof, unless such failure is caused by the
negligent or intentional acts or omissions of Landlord and
continues without commencement of a cure for more than forty-eight
(48) hours at any time, or for more than a cumulative total of
ninety-six (96) hours in any calendar year. Should any of the
equipment or machinery used in the provision of such services for
any cause cease to function properly, Landlord shall use reasonable
diligence to repair such equipment or machinery.
8.
Leasehold
Improvements/Tenant’s Property.
All fixtures, equipment,
improvements and appurtenances attached to, or built into, the
Premises at the commencement of or during the Lease Term, whether
or not by, or at the expense of, Tenant ( “Leasehold
Improvements” ), shall be and remain a part of the
Premises; shall be the property of Landlord; and shall not be
removed by Tenant except as expressly provided herein. All
unattached and moveable partitions, trade fixtures, moveable
equipment or furniture located in the Premises (including the
telephone KSU and related equipment located near the Premises) and
acquired by or for the account of Tenant, which can be removed
without structural damage to the Building or Premises, and all
personalty brought into the Premises by Tenant (
“Tenant’s Property ”) shall be
owned and insured by Tenant. Landlord may, nonetheless, at any time
prior to, or within one (1) month after, the expiration or earlier
termination of this Lease or Tenant’s right to possession,
require Tenant to remove any Leasehold Improvements performed by or
for the benefit of Tenant including the removal of all telephone
equipment in the telephone room and all exposed electronic, phone
and data cabling and other electronic, phone and data cabling which
can be readily pulled and which was installed by or
for Tenant as are designated by Landlord (the
“Required Removables ”) at
Tenant’s sole cost. In the event that Landlord so elects,
Tenant shall remove such Required Removables within ten (10) days
after notice from Landlord, provided that in no event shall Tenant
be required to remove such Required Removables prior to the
expiration or earlier termination of this Lease or Tenant’s
right to possession. In addition to Tenant’s obligation to
remove the Required Removables, Tenant shall repair any damage
caused by such removal and perform such other work as is reasonably
necessary to restore the Premises to “broom-clean”
condition.. If Tenant fails to remove any specified Required
Removables or to perform any required repairs and restoration
(ordinary wear and tear excepted) within the time period specified
above, Landlord, at Tenant’s sole cost and expense, may
remove the Required Removables (and repair any damage occasioned
thereby) and dispose thereof or deliver the Required Removables to
any other place of business of Tenant, or warehouse the same, and
Tenant shall pay the cost of such removal, repair, delivery, or
warehousing of the Required Removables within five (5) days after
demand from Landlord.
9.
Signage . Landlord shall provide and install, at
Landlord’s cost, all letters or numerals on the exterior of
the Premises; all such letters and numerals shall be in the
standard graphics for the Building and no others shall be used or
permitted on the Premises without Landlord's prior written consent.
In addition, Landlord will list Tenant’s name on the
Building’s directory in the lobby.
Tenant is
granted crown building signage on the south wall of the South
Tower, subject to City and SLICCAMA sign codes and ordinances and
subject to Landlord’s approval of exact location, size, color
and design of sign. The cost of the sign(s) and maintenance thereof
shall be the sole responsibility of Tenant. Landlord and Tenant
agree to make application for crown signage approval to SLICCAMA
and any other municipality within five (5) business days of lease
execution.
10.
Maintenance, Repairs and
Alterations .
A.
Landlord Maintenance and
Repairs. Landlord shall
maintain in good order, condition and repair the Building except
the Premises and those other portions of the Building leased,
rented or otherwise occupied by persons not affiliated with
Landlord. Landlord shall supply and pay for normal janitorial and
cleaning services as specified within this Lease to keep the
Building in a clean, sanitary and orderly condition, the cost and
expenses of which shall be included in Basic Costs. Landlord shall
pay for major maintenance and repairs of the Premises as originally
leased (but not including Tenant’s additions or fixtures).
However, if repairs or maintenance are required by reason of the
special requirements, acts, or negligence of Tenant or of the
agents, employees, licensees or invitees of Tenant, then Landlord
shall make the necessary repairs at the expense of Tenant, which
shall be paid by Tenant to Landlord within ten (10) days of
Landlord’s written demand therefore.
B.
Tenant’s Maintenance and
Repair. Tenant, at
Tenant’s sole cost and expense and without prior demand,
shall maintain the Premises in good order, condition and repair,
reasonable wear and tear expected.
C.
Alterations.
Except as set forth on Exhibit A,
attached hereto, Tenant shall not make or cause to be made any
alterations, additions or improvements or install or cause to be
installed any fixtures, signs, floor coverings, interior or
exterior lighting, plumbing fixtures, or shades or awnings, or make
any other changes to the Premises without first obtaining
Landlord’s written approval. Such approval shall not be
unreasonably withheld. Tenant shall present to Landlord plans and
specifications for such work at the time approval is sought. In the
event Landlord consents to the making of any alterations,
additions, or improvements to the Premises by Tenant, the same
shall be made by Tenant at Tenant’s sole cost and expense.
All such work with respect to any alterations, additions, and
changes shall be done in a first-class and workmanlike manner and
diligently completed so that, expect as absolutely necessary during
the course of such work, the Premises shall at all times be a
complete operating unit. Any such alerations, additions, or changes
shall be performed and done strictly in accordance with all laws
and ordinances relating thereto. In performing the work or any such
alterations, additions, or changes, Tenant shall have the same
performed in such a manner as not to obstruct access to any portion
of the Building. Any alterations, additions, or improvements to the
Premises, including, but not limited to, wall covering, paneling,
and built-in cabinet work shall at once become a part of the realty
and shall be surrendered with the Premises unless Landlord
otherwise elects at the end of the term hereof.
11.
Use of Electrical
Services by Tenant . Tenant's use of electrical services furnished by
Landlord shall not exceed in voltage, rated capacity, or overall
load that which is standard for the Building. In the event Tenant
shall request that it be allowed to consume electrical services in
excess of Building Standard, Landlord may refuse to consent to such
usage or may consent upon such conditions as Landlord reasonably
elects (including the installation of utility service upgrades,
submeters, air handlers or cooling units), and all such additional
useage (to the extent permitted by law), installation and
maintenance thereof shall be paid for by Tenant as Additional
Rent.
12.
Entry by
Landlord . Tenant shall permit Landlord or its agents or
representatives to enter into and upon any part of the Premises to
inspect the same, or to show the Premises to prospective
purchasers, mortgagees, tenants (during the last (12) twelve months
of the Lease Term) or insurers, or to clean or make repairs,
alterations, or additions thereto, including any work that Landlord
deems necessary for the safety, protection or preservation of the
Building or any occupants thereof, or to facilitate
repairs,
alterations or
additions to the Building or any other tenant’s premises.
Except for any entry by Landlord in an emergency situation or to
provide normal cleaning and janitorial service, Landlord shall
provide Tenant with reasonable prior notice of any entry into the
Premises, which notice may be given verbally. Any entry by Landlord
shall be done in a manner that does not unreasonably interfere with
Tenant’s use of the Premises. Provided Tenant is not deprived
of reasonable access to the Premises, Landlord shall have the right
to temporarily close the Premises or the Building to perform
repairs, alterations or additions in the Premises or the Building,
provided that Landlord shall use reasonable efforts to perform all
such work on weekends and after Normal Business Hours. Entry by
Landlord hereunder shall not constitute a constructive eviction or
entitle Tenant to any abatement or reduction of Rent by reason
thereof.
13.
Assignment and
Subletting
A. Except in
connection with a Permitted Transfer, Tenant shall not assign,
sublease, transfer or encumber any interest in this Lease or allow
any third party to use any portion of the Premises (collectively or
individually, a “ Transfe r”) without
the prior written consent of Landlord, which consent shall not be
unreasonably withheld. In no event shall any Transfer or Permitted
Transfer release or relieve Tenant from any obligation under this
Lease or any liability hereunder.
B. Tenant shall
pay to Landlord fifty percent (50%) of all cash and other
consideration which Tenant receives as a result of a Transfer that
is in excess of the rent payable to Landlord hereunder for the
portion of the Premises and Term covered by the Transfer within ten
(10) days following receipt thereof by Tenant, after subtracting
reasonable transaction costs Tenant has incurred to effect a
sublease (i.e. legal fees and brokerage fees). If Tenant is in
Monetary Default (defined in Section 22. below), Landlord may
require that all sublease payments be made directly to Landlord, in
which case Tenant shall receive a credit against rent in the amount
of any payments received (less Landlord’s share of any
excess).
C. Except as
provided below with respect to a Permitted Transfer, if Tenant is a
corporation, limited liability company, partnership or similar
entity, and the entity which owns or controls a majority of the
voting shares/rights at the time changes for any reason (including
but not limited to a merger, consolidation or reorganization), such
change of ownership or control shall constitute a Transfer. The
foregoing shall not apply so long as Tenant is an entity whose
outstanding stock is listed on a nationally recognized security
exchange, or if at least eighty percent (80%) of its voting stock
is owned by another entity, the voting stock of which is so
listed.
14.
Mechanic's
Liens. Tenant
will not permit any mechanic's liens or other liens to be placed
upon the Premises, the Building, or the Property and nothing in
this Lease shall be deemed or construed in any way as constituting
the consent or request of Landlord, express or implied, by
inference or otherwise, to any pe
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