AMERICAN PROPERTY MANAGEMENT CORP.
EXHIBIT
10.5
AMERICAN
PROPERTY MANAGEMENT CORP.
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FIRST
AMENDMENT TO LEASE
LEASE
EXTENSION/PREMISES EXPANSION
Date:
March 8, 2006
AMERICAN
PROPERTY MANAGEMENT Account #C-321-5207-02
The
original LEASE dated March 2, 2005, between AMERICAN PROPERTY MANAGEMENT CORP.
as agent for and on behalf of WESTON INVESTMENT CO. LLC ("LESSOR"), and New
Visual Corporation, a Utah corporation ("LESSEE"),
for
Suite #105 consisting of approximately 1,119 rentable square feet ("Premises")
in the Multnomah Plaza Building shall be amended as follows:
If
any
provisions contained in this First Amendment to Lease are inconsistent with
any
other provisions of the LEASE, the provisions contained in this First Amendment
to Lease shall control.
Article
1 ACCOUNT
NUMBER
Page
One
of the LEASE shall be changed as follows:
The
account number shall include #C-321-5206-02
Article
2 LESSEE
NAME
Page
One
of the LEASE shall be changed as follows:
LESSEE'S
name shall read: Rim Semiconductor Company, a Utah corporation
Article
3 PREMISES
Page
One
of the LEASE shall be amended with the addition of the following:
Commencing
April 1, 2006, subject to delivery of possession, the Premises shall include
Suite #103
consisting of approximately 1,475 rentable square feet ("Expansion Space")
for a
total of 2,594 rentable square feet.
Article
4 EXTENSION
TERM
The
Lease
term shall be extended for a period of one (1) year commencing April 1, 2008
and
terminating ▇▇▇▇▇ ▇▇, ▇▇▇▇ ("▇▇▇▇▇▇▇▇▇ ▇▇▇▇").
Article
5 EXPANSION
SPACE BASE RENTAL
Commencing
April 1, 2006, or upon delivery of possession, whichever is later, the base
rental for the Expansion Space shall be $2,212.50 per month for a total of
$3,989.38.
Article
6 STANDARD
OF MEASUREMENT
Section
#1.1 of the LEASE, "Standard of Measurement," shall be amended with the addition
of Suite #103:
A.) Useable
Square Footage
Is
that
area from the center of the tenant demising wall to the center of the opposite
tenant demising wall which is established by the American National Standard
Method of Measurement of Office Floor Space (ANSI Z651-1980) and the Building
Owners and Manager Association (BOMA).
B.) Load
Factor
Is
a
percentage of all the Building common areas such as Building lobby, elevator
lobbies, common hallways, common restrooms, common utility service closets,
common conference room, common canteen/kitchen lounge areas and designated
smoking areas. Not calculated is vertical floor penetrations such as stairways,
elevator shafts or mechanical shafts.
C.) Rentable
Square Footage
Is
the
calculated useable square footage plus a percentage of the common area of the
building. The total of the two equal rentable square footage.
Formula:
Expansion
Space, Suite #103
1,283
useable square feet + 15% Load Factor =1,475 rentable square feet
Note:
The
actual
common
area square footage exceeds the
15%
Load Factor
of
the
Lease.
These
square footages are approximations only and may vary from the actual square
footage. Prior to
occupancy LESSEE
may inspect and measure the Expansion
Space
to
confirm the square
footage.
As of occupancy LESSEE shall be deemed to have accepted the Expansion Space,
and
will
be
deemed to have waived any objection to the square footage approximations set
forth herein.
Article
7 SECURITY
DEPOSIT
Section
#4.1, "Security Deposit",
shall
be amended with the addition of the following:
The
LESSEE shall submit with this signed First Amendment to Lease the Expansion
Space Base Rent for the first month of the expansion term and an additional
"Security Deposit" of $2,212.50 which shall be held by LESSOR together with
the
"Security Deposit" currently deposited with the LESSOR under the original Lease
($1,725.13). The "Security Deposit" equal to one (1) month's base rent of
$3,937.63 shall be held by the LESSOR in accordance with the provisions of
the
original LEASE.
Article
8 PARKING
Section
#30.1, "Parking" shall be amended with the addition of the
following:
LESSEE'S
parking shall increase by four (4) parking spaces for a total of seven (7)
nonexclusive parking spaces.
Article
9 RENT
SCHEDULE
Section
#37.1 of the LEASE, "Rent Schedule", shall be amended with the
following:
The
base
rent schedule shall be as follows:
|
Base
Rent
|
Existing
Space
|
Expansion
Space
|
Total
Monthly Rent
|
|
|
April
1, 2006 - March 31, 2007
|
$1,776.88
|
$2,212.50
|
= |
$3,989.38
|
|
April
1, 2007 - March 31, 2008
|
$1,830.19
|
$2,278.88
|
= |
$4,109.07
|
|
April
1, 2008 - March 31, 2009
|
$1,885.10
|
$2,347.25
|
= |
$4,232.35
|
Amount
shall be paid to bring the Security Deposit up to the newly adjusted base
rental.
Article
10 UTILITY
ADJUSTMENT
Section
#37.2 of the LEASE, "Utility Adjustment," shall be deleted and replaced with
the
following:
LESSEE
shall pay as Additional Rent, one (1) time per year, LESSEE'S proportionate
share of any increase in basic utility costs for the Building.
The
base
period shall be January 2005 through December, 2005, during which time the
actual utility costs were (TBD). The comparison period shall be defined as
the
twelve calendar month
period
directly following the base period and every consecutive twelve calendar month
period thereafter. The actual utility costs shall be defined as all Building
meter accounts paid by the LESSOR. For the purposes of the utility adjustment,
the Utility Building size shall be the actual useable square feet less any
space
separately metered or submetered or 41,517 square feet and the LESSEE'S pro-rata
share is 5.43% which is based on the actual Premises useable square feet divided
by the Utility Building size. Since the useable square feet of the Building
can
change, the above Utility Building size and LESSEE'S pro-rata share is subject
to change.
The
one
(1) time per year utility payment, if any, shall be paid by the LESSEE every
April 1st , starting April 1, 2007, and shall be calculated as
follows:
First,
before any comparison of utility costs is made, the base period actual utility
costs shall be increased by the CPI percentage change using the base period
CPI
compared to the comparison period CPI to create an "adjusted" base amount.
Next,
the "adjusted"
base
amount shall be subtracted from the comparison period actual utility costs.
Last, the difference shall be multiplied by the LESSEE'S pro-rata share. This
amount will be due and payable as a one (1) time per year Additional
Rent charge paid by the LESSEE every April 1st, starting
April 1, 2007. An example is
as
follows:
Example
|
1.)
|
Actual
Building Size
|
20,000
useable sq. ft.
|
|
2.)
|
Building
Tenants who pay their utilities direct on separate meters or separately
read submeters
|
2,500
useable sq. ft.
|
|
3.)
|
Adjusted
Building Size
|
17,500
useable sq. ft.
|
|
4.)
|
LESSEE'S
Premises =
|
1,000
useable sq. ft.
|
|
5.)
|
LESSEE'S
pro-rata share =
|
5.7%
|
|
6.)
|
Actual
Utility Costs during Base Period
for Entire Building
|
$17,500.00
($1.00/rsf/yr)
|
|
7.)
|
Base
Period CPI
|
183.5
(May 2003)
|
|
8.)
|
Comparison
Period CPI
|
194.4
(May 2005)
|
|
7.)
|
CPI
Percentage Increase
|
x
5.9%
|
|
8.)
|
"Adjusted"
Base Amount
|
$18,532.50
|
|
9.)
|
Actual
Utility Costs during Comparison Period for Entire Building
|
$19,600.00
(12%increase)
|
|
10.)
|
Difference
between Comparison Period Actual Utility Costs and "Adjusted" Base
Amount
|
$
1,067.50
|
|
11.)
|
Tenant's
annual Pro-rata Share 5.7% or $60,85, which is a one (1) time per
year
payment made by the LESSEE.
|
|
Article
11 INTERIOR
DESIGN AND MODIFICATION
Section
#41.1, "Interior Design and Modification" shall be amended with the addition
of
the following:
Existing
Space, Suite #105 shall be improved based on the attached Exhibit "B-3" Space
Plan, incorporated herein by reference.
Expansion
Space, Suite #103 shall be improved based on the attached Exhibit "B-3" Space
Plan, incorporated herein by reference.
Article
12 LESSOR
AGREED TENANT IMPROVEMENTS
Section
#42.1, "Lessor Agreed Tenant Improvements" shall be amended with the addition
of
the following:
Existing
Space, Suite #105, shall be improved based on the attached Exhibit "C-1"
Interior Space Work Agreement for Suites #103 & #105, incorporated herein by
reference.
Expansion
Space, Suite #103, shall be improved based on the attached Exhibit "C-1"
Interior Space Work Agreement for Suite #103 & #105, incorporated herein by
reference.
The
LESSEE'S contact person for scheduling tenant improvements is ▇▇▇▇ ▇▇▇▇▇, phone
(▇▇▇) ▇▇▇-▇▇▇▇. If LESSOR arrives to perform tenant improvements on a mutually
agreed date and LESSEE is either not ready (ie: furniture and equipment is
not
three (3) feet away from walls, etc.) or LESSEE wishes to reschedule and denies
LESSOR access, the LESSOR shall have the option to reschedule at least thirty
(30) days out and charge LESSEE a $150.00 rescheduling fee.
If
any
provisions contained in this Exhibit "C-1"
Interior
Space Work Agreement are inconsistent with any other provisions contained in
this LEASE (ie: Exhibit "13-1", "B-2", or "B-3" Space Plan), the provisions
contained in this Exhibit "C-1" Interior Space Work Agreement shall
control.
Article
13 FLOOR
PLAN
See
attached Exhibit "E-1" Floor Plan, incorporated herein by reference.
Article
14 COMPLETE
AGREEMENT
The
signing of this First Amendment to Lease by the parties hereto constitutes
a
Lease between them incorporating all of the terms and conditions contained
in
the original LEASE heretofore made between LESSEE and LESSOR, or LESSOR'S
predecessor in interest, except as modified by the terms of this First Amendment
to Lease. If any provisions contained in this First Amendment to Lease are
inconsistent with any other provisions of the original LEASE, the provisions
in
this First Amendment to Lease shall control. This First Amendment to Lease
is to
be attached to the original LEASE, which is to be deemed a part of it. This
First Amendment to Lease shall not
be
binding
at the sole option of the LESSOR if, as of the commencement date of the
Extension Term herein, the LESSEE is in default under any of the provisions
of
the original LEASE above described.
Article
15 EXPIRATION
OF OFFER
This
offer to amend the LEASE shall expire at the sole option of the LESSOR if this
Lease Amendment is not signed by the LESSEE and delivered to the LESSOR with
no
changes and accompanied by appropriate prepaid monies by March 14,
2006.
All
other
terms and conditions of the LEASE shall apply.
IN
WITNESS WHEREOF, the respective parties have executed this instrument in
duplicate on this,
the day,
the month, and the year hereinbelow written, any corporation signature being
by
authority of its Board of Directors.
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LESSOR:
|
LESSEE:
|
|
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AMERICAN
PROPERTY MANAGEMENT CORP.
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Rim
Semiconductor Company,
|
|
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As
agent for and on behalf of
|
a
Utah corporation
|
|
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WESTON
INVESTMENT CO. LLC
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/s/
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/s/
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇
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Vice
President of Commercial Property
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President
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Date:
3/10/06
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Date:
3/8/06
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