EXHIBIT 10.22
ASSIGNMENT AND ASSUMPTION OF
LESSEE'S INTEREST AND LESSOR'S CONSENT
This Assignment and Assumption of Lessee's interest and Lessor's Consent
(the "Assignment"), entered into this 9th day of December 1999, by and between
Bay West Design Center, LLC, successor in interest to Pacific Northwest Group B,
a joint venture (the "Lessor"), and Net Information Systems, Inc., a Washington
corporation ("Assignor"), and Design Automation System, Inc., a Texas
corporation, dba EpicEdge ("Assignee").
Whereas, Lessor and Assignor entered into a Lease agreement dated August
28, 1996, for ▇▇▇▇▇ ▇▇▇, ("▇▇▇ Lease") located in the Seattle Design Center,
Seattle, Washington (the "Premises"), as more fully described in the Lease; and
Whereas, Assignee desires to assume and be bound by the terms of the
Lease as a tenant;
Now Therefore, in consideration of the covenants and agreements
contained herein, the parties hereby mutually agree as follows:
1. The above recitations are true and correct.
2. Effective as of November 29, 1999 Assignor hereby sets over and
transfers to Assignee all of its rights, title and interest in and to the Lease
and any deposits held under the Lease.
3. All of the terms, convenants and conditions of the Lease are hereby
ratified and reaffirmed by all parties hereto.
4. Assignee hereby accepts this Assignment and agrees to assume and be
bound by all of the terms of the Lease, a copy of which is attached hereto.
5. Assignor confirms that this Assignment does not release it from any
liability under the Lease.
6. As of the effective date, Assignor waives its right to any notice to
be given by Lessor shall be sufficient if given only to Assignee at the address
below:
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Design Automation System, Inc.
Suite 503 copy to ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
7. Assignor and Lessor hereby stipulate and agree that they have no
claims or actions against each other under the Lease or against the Assignee
whatsoever.
8. Assignor and Assignee warrant that all necessary corporate actions
against each other have been duly taken to permit Assignor and Assignee to enter
into this Lease and that each undersigned officer has been duly authorized and
instructed to execute the Lease.
9. Lessor consents to this Assignment. However, such consent shall not
constitute consent to any future Assignments. If Lessor executes this document
prior to execution by Assignee and Assignor, it is understood that Lessor's
execution shall not be deemed to be effective until Assignor and Assignee both
execute this document and Lessor is provided with a fully executed copy.
In Witness Whereof, the parties have executed this Assignment as of the
day and year first above written.
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Assignor: Assignee:
Net Information Systems, Inc., Design Automation Systems, Inc.,
a Washington corporation a Texas corporation, dba EpicEdge
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
________________________ __________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
Lessor:
Bay West Design Center, LLC
a Delaware limited liability company
By: BW Seattle Corp.,
a Washington corporation
its manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
__________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Executive Vice President
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SEATTLE DESIGN CENTER
LEASE
THIS LEASE made this 28th day of August, 1996, by and between PACIFIC
NORTHWEST GROUP B, a joint venture, hereinafter called LESSOR, and NET
INFORMATION SYSTEMS, INC., a Washington corporation, hereinafter called LESSEE.
1. PREMISES. Lessor does hereby lease to Lessee those certain premises
being space in those certain buildings known as Seattle Design Center, (formerly
the Design Center Northwest), (herein referred to as "the building") to wit:
approximately 3,000 square feet of space, being suite 503, located at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
as outlined in blue on Exhibit B attached hereto (hereinafter called "Premises")
being situated upon land described in Exhibit A attached hereto.
2. TERM. This Lease shall be for a term of five (5) years commencing
November 1, 1996, and terminating October 31, 2001.
3. RENT. Lessee convenants and agrees to pay Lessor, at department
3073 ▇.▇. ▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or to such other party or at
such other place as Lessor may hereafter designate, monthly rent in advance
without offset or deduction, on or before the first day of each month of the
Lease term in the following amount: Two Thousand Two Hundred Fifty and no/100
Dollars (2,250.00). See Paragraph 36.
Lessor hereby acknowledges receipt of the following sum to be applied to
first month's rent and security deposit. Five Thousand Six Hundred Seventy and
no/100 Dollars (5,670.00)
4. USE. The Premises shall be used only for the purpose of an office
for the sale of computer equipment and computer networking services.
Lessee shall at its own expense obtain any and all licenses and permits
necessary for such use, and shall comply with all governmental laws, ordinances,
regulations, orders, and directives applicable to the use of the Premises.
Lessee shall not occupy or use, or permit any portion of the Premises to be
occupied or used, for any purpose which would increase the rate of fire
insurance coverage on said Premises, the buildings or their contents. In the
event Lessee shall cause any increase above normal rates, Lessee agrees to pay
the Lessor, as additional rental, an amount equal to all such increases.
5. RULES AND REGULATIONS. Lessee agrees to comply with the Rules and
Regulations attached hereto, as well as such other reasonable rules
and regulations as may from time to time be adopted by Lessor or, with Lessor's
approval, by the Design Center Northwest Association, for the management and
safety of common areas, the buildings, and tenants. Lessee shall be responsible
for the compliance with such rules and regulations by its employees, agents,
and invitees. The failure of Lessor to enforce any of such rules and
regulations against Lessee or any other tenant of the buildings shall not be
deemed to be a waiver of same.
6. MAINTENANCE. Lessee agrees by taking possession that the Premises are
in tenantable and good condition and that Lessor has made no promises,
agreements, or representations as to the decoration, repair or alteration of the
Premises or any other portion of the buildings except as expressly set forth
herein or as may otherwise be mutually agreed upon in writing. Lessor shall
maintain the heating and air conditioning systems, roof, exterior walls
(excluding windows, plate glass and all doors in and to the Premises), grounds,
parking areas, public restrooms, hallways, entrances and other portions of the
buildings used in common by all tenants in good repair and condition, reasonable
wear and tear excepted, and the costs of such maintenance shall be shared as
provided in paragraph 8,below. Lessee shall be responsible for all other
maintenance and repairs required in connection with the Premises and shall
maintain the Premises in a neat, clean and sanitary condition. Lessee shall also
be responsible for repair or replacement of any damage or injury to the Premises
or the buildings caused by Lessee, its agents,
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employees or invitees; provided, however, if Lessee fails to make such repairs
or replacements promptly, Lessor may do so, and the cost thereof shall be
additional rent due on the first of the following month.
7. UTILITIES AND SERVICES. Lessor shall furnish electricity for light,
heat and air conditioning to the Premises, and in addition shall furnish water,
janitorial services, sewer and toilet facilities to common areas in the
Buildings, and the cost of such utilities and services shall be shared as
provided in paragraph 8, below. Lessor shall not be liable for any injury or
damages suffered as a result of the interruption of utilities or services by
fire, or other casualty, strike, riot, vandalism, the making of necessary
repairs or improvements, or any other cause.
8. MONTHLY OPERATING EXPENSES ADJUSTMENTS. Lessee shall pay as
additional monthly rent Lessee's pro-rata share of expenses incurred by Lessor
for operation of the land and buildings described on Exhibit A hereto during the
term of lany extension hereof, as follow:
(a) Real estate taxes and assessments including taxes, if any, direct
or indirect, in whole or in part, upon the rents or the income derived from real
estate or rental property (excluding Federal or State taxes on net income);
(b) Usual and necessary costs of operation, maintenance and repair as
determined by standard accounting practices, including without limitation, all
utilities and services not metered or charged directly to Lessee, insurance,
painting, upkeep and repair of building exterior, roofing, parking, landscaping,
and all common areas and facilities, and Lessor's fee for supervision and
administration of the items set forth in this sub-paragraph, currently at 10%,
but excluding depreciation, loan payments, and replacement of major building
structural elements.
Lessor shall from time to time estimate to Lessee its monthly pro-rata
share of such expenses based upon existing costs. Lessee's pro-rata share shall
be that percentage of the total expenses as the square footage of Lessee's
Premises bears to the total applicable net rentable square footage of the
buildings or such other equitable apportionment as may be adopted. Such monthly
estimated amount shall be paid by Lessee on or before the first day of each
month. Lessor, annually or upon termination hereof, shall compute Lessee's
actual pro-rata share of such expenses. Any overpayment shall be refunded or
credited to Lessee, at its option, and any deficiency shall be paid by Lessee
within fifteen (15) days after date of Lessor's statement. Lessor's records
showing expenditures made for such expenses shall be available for Lessee's
inspection at any reasonable time.
9. LESSOR'S RESERVATIONS. Lessor reserves the right without liability to
Lessee: (a) to inspect the Premises, to show them to prospective tenants, and if
they are vacated to prepare them for reoccupancy; (b) to retain at all times and
to use in appropriate instances keys to which only authorized building personnel
have access to doors within and into the Premises; (c) to make repairs,
alterations, additions or improvements, whether structural or otherwise, in or
about the buildings, and for such purposes to enter upon the premises and during
the continuance of any work, to close common areas and to interrupt or
temporarily suspend building services and facilities, all without affecting any
of Lessee's obligations hereunder, so long as the Premises are reasonably
accessible; and (d) generally to perform any acts relating to the safety,
protection and preservation of Premises or building.
10. POSSESSION. If Lessor fails to deliver possession of the Premises
at commencement date of the term hereof, Lessee may give Lessor written notice
of its intention to cancel this Lease unless possession is delivered within
sixty (60) days after receipt of such notice by Lessor; provided such
commencement date shall be extended a period of time equal to the period of any
delays resulting from causes beyond Lessor's control. Lessor shall not be
liable for any damages caused by failure to deliver possession of Premises and
Lessee shall not be liable for any rent until such time as Lessor delivers
possession. A delay in possession shall not extend the term of the termination
date. If Lessor offers possession of the Premises prior to the commencement
date of the term of this Lease, and if Lessee accepts such early possession,
both parties shall be bound by the terms hereof during such period, including
the payment of rent, which shall be prorated.
11. ASSIGNMENT AND SUBLETTING. Lessee shall not either voluntarily or
by operation of law assign, transfer, convey or encumber this Lease or any
interest under it, or sublet the Premises or any part thereof, or allow any
other person to occupy or use the Premises without Lessor's prior written
consent. Lessor reserves the right to recapture within twenty (20) days after
receipt of a written request for assignment of subletting. Such recapture shall
terminate this Lease as of the proposed date of assignment or subletting, which
shall be the last day of a calendar month and not earlier than ninety (90) days
after receipt of Lessee's request hereunder.
In the event that Lessor shall not elect to recapture the Premises and
shall thereafter give its consent, Lessee shall pay Lessor a reasonable fee, not
to exceed $500.00, to reimburse Lessor for processing costs. Lessor's consent,
if given, shall not release or discharge Lessee from any liability under this
Lease and shall not be deemed consent to any future assignment or sublease. Any
assignment or
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subletting without Lessor's consent shall be void, and shall constitute a
default under this Lease. A transfer by the present majority shareholders of
ownership or control of a majority of the voting stock of a corporate Lessee
shall be deemed an assignment for the purposes of this paragraph. Lessor
acknowledges that from time to time Lessee may require the services of an
independent contractor for which space in the Premised would be provided by
Lessee. Provided said contractor shall not occupy more than 500 square feet,
Lessor's written approval per the terms of this paragraph shall not be required.
In any event, prior to occupancy of any independent contractor for 500 square
feet or less, Lessee shall notify Lessor in writing as to the name of the
contractor and the term of its occupancy in the Premises.
12. ALTERATIONS. After prior written consent of Lessor, Lessee may but
is not obligated to make minor alterations, additions and improvements in the
Premises at its sole cost and expense. In the performance or such work, Lessee
shall save Lessor harmless from any damage, loss, or expense and shall comply
with all laws, ordinances, rules and regulations of any proper public authority.
Upon termination of this Lease, such alterations, additions and improvements
made in, to or on the Premises (including without limitation partitions,
draperies, carpeting, lighting and other physically attached fixtures) shall
remain upon and be surrendered as a part of the Premises; provide, however, that
upon Lessor's written request, Lessee shall promptly remove such additions,
alterations, or improvements, repair any damage caused thereby and restore the
Premises to its original condition at Lessee's sole cost and expense.
13. SIGNS. Lessee shall not paint or install any signs or symbols on
the exterior doors, plate glass or walls of the premises or install any
electrically lighted signs in or upon the Premises, without the prior written
consent of Lessor. No showcases or other fixtures or objects shall be placed by
Lessee inside or outside of the buildings, in the corridors, or elsewhere in or
about the buildings, other than within the Premises. No sign, tag, label,
picture, advertisement, or notice (other than price tags of customary size used
in marking samples) shall be displayed, distributed, inscribed, painted or
affixed by Lessee on any part of the outside or inside of the buildings or the
Premises without the prior written consent of Lessor.
14. ACCIDENTS AND LIABILITY. Lessor or its agents shall not be liable
for any injury or damage to persons or property sustained by Lessee or others in
and about the Premises or the buildings, except to the extent caused by Lessor's
negligence, if any. Lessee agrees to defend and hold Lessor and its agents
harmless from any claim, action and/or judgement for injury or damage to persons
or property suffered in or about the Premise by any person, firm or corporation,
except to the extent caused by Lessor's negligence, if any. Lessee shall, at
its expense, carry public liability insurance to afford minimum protection to
the combined limit of not less than Five Hundred Thousand Dollars ($500,000.00)
or such other reasonable amount as Lessor may require in respect to injury or
damage to persons or property. Lessee shall submit a certificate of such
insurance to Lessor and such insurance shall not be cancelable without thirty
(30) days prior written notice thereof to Lessor.
15. DAMAGE OR DESTRUCTION. If the Premises or the building shall be
damaged or destroyed by fire or other casualty, Lessor shall have the option
either (a) to repair or rebuild within one hundred eighty (180) days, or (b)
not to repair or rebuild, and to cancel this Lease on thirty (30) days notice.
If Lessor fails to give Lessee written notice of its election within thirty (30)
days from the date of damage, or if the restoration of the Premises cannot be
completed within one hundred eighty (180) days from date of notice, Lessee may
cancel this Lease on thirty (30) days notice. During the period of
untenantability, rent shall ▇▇▇▇▇ in the same ratio as the portion of the
Premises rendered untenantable bears to the whole of the Premises.
16. EMINENT DOMAIN. If the whole of the Premises shall be taken by any
public authority under the power of eminent domain, or purchased by the
condemnor in lieu thereof, the term of this Lease shall cease as of the date
possession is taken by such public authority. If only a part of the Premises
shall be so taken, the Lease shall terminate only as to the portion taken, and
shall continue in full force and effect as to the remainder of said Premises,
and the monthly rent shall be reduced proportionately; provided, however, if the
remainder of the Premises cannot be made tenantable for the purposes for which
Lessee has been using the Premises or if more than twenty-five percent (25%) of
the rental square footage of the Premises shall be so taken, either party by
written notice to the other, given at least thirty (30) days prior to the date
that possession must be surrendered to the public authority, may terminate this
Lease effective as of such surrender of possession. If any part of the buildings
other than the Premises shall be so taken so as to render in Lessor's opinion
the termination of this Lease beneficial to the remaining portion of the
buildings, Lessor shall have the right within sixty (60) days of said taking to
terminate this Lease upon thirty (30) days written notice to Lessee. In the
event of any taking, whether whole or partial, Lessor shall be entitled to all
awards, settlement, or compensation which may be given for the land and
buildings. Lessee shall have no claim against Lessor for the value of any
unexpired term of this Lease.
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17. LIENS AND INSOLVENCY. Lessee shall keep the Premises and Lessee's
interest therein free from any liens arising out of any work performed for,
materials furnished to, or obligations incurred by Lessee and shall hold Lessor
harmless therefrom. If Lessee shall be declared insolvent or bankrupt, or if
Lessee's leasehold interest herein shall be levied upon or seized under writ of
any court of law, or if a trustee, receiver or assignee be appointed for the
property of Lessee, whether under operation of State or Federal statutes, then
Lessor may, at its option, immediately (notice being expressly waived) terminate
this Lease and take possession of said Premises, without terminating Lessee's
obligations hereunder.
18. DEFAULT AND REENTRY. If Lessee fails to keep or perform any of the
covenants and agreements herein contained, then the same shall constitute a
breach hereof. If Lessee has not remedied such breach within three (3) days
after written notice thereof from Lessor if the breach is non-payment of rent or
other charges, or within twenty (20) days after written notice thereof from
Lessor in event of the breach of any other covenant, then Lessor may, at its
option, without further notice or demand:
(a) Cure such breach for the account and at the expense of Lessee and
such expense shall be deemed additional rent due on the first of the following
month or:
(b) Reenter the premises, remove all persons therefrom, take possession
of the Premises and remove all equipment, fixtures, and personal therein at
Lessee's risk and expense, and (1) terminate this Lease, or (2) without
terminating the Lease or in any way affecting the rights and remedies of Lessor
or the obligations of Lessee, re-let the whole or any part of the Premises as
agent for Lessee, upon such terms and conditions and for such term as Lessor may
deem advisable. In either event, the rents received and any last month's rent
deposit held under this Lease may first be applied by Lessor to the costs and
expenses of re-letting, including without limitation, cleaning and necessary
renovation and alteration, and the balance of such rent shall be applied toward
payment of all sums due or to become due to Lessor hereunder, and Lessee shall
pay to Lessor any deficiency; however, Lessor shall not be required to pay any
excess to Lessee. The above remedies of Lessor are cumulative and in addition
to any other remedies now or hereafter allowed by law or elsewhere provided for
in this Lease.
19. REMOVAL OF PROPERTY. Any goods or fixtures of Lessee removed by
Lessor in accordance with paragraph 18 above may be stored by Lessor at the cost
and expense of Lessee or may be deposited on any sidewalk or delivery area
adjacent to the buildings, at the sole risk of the Lessee and without any
further responsibility on the part of Lessor and Lessor may without removing
said goods or fixtures or dispose of the same at public or private sale for the
account of Lessee, in which event the proceeds may be applied by Lessor upon any
indebtedness due from Lessee to Lessor. Lessee hereby waives all claims for
damages that may be cause by Lessor re-entering and taking possession of the
Premises and removing or disposing of said goods and fixtures as herein
provided.
20. COSTS AND ATTORNEY'S FEES. If by reason of any default or breach
on the part of either party in the performance of any of the provisions of this
Lease, a legal action is instituted, the prevailing party shall be entitled to
all reasonable costs and attorney's fees in connection therewith. Any action
brought hereunder shall be maintained in the Superior Court in King County,
Washington.
21. SUBROGATION WAIVER. Lessor and Lessee each herewith and hereby
releases and relieves the other and waives its entire right of recovery against
the other for loss or damage arising out of or incident to the perils described
in "all risk" insurance policies, including earthquake and flood insurance
endorsements, approve for use in the State of Washington which occurs in, on or
about the Premises, whether due to the negligence of either party, their agents,
employees or otherwise.
22. RELOCATION OF PREMISES. Lessee agrees that Lessor may at any time
during the term or any extension hereof after at least ninety (90) days prior
written notice, require Lessee to move to other space elsewhere in the buildings
at the cost of Lessor. In lieu of such relocation, Lessee shall have the option
to terminate this lease, effective on the date Lessee is required to move, by
written notice to Lessor within fifteen (15) days after delivery of Lessor's
notice.
23. HOLDING OVER. If Lessee, with the implied or express consent of
Lessor, shall hold over after the expiration of the term of this Lease, Lessee
shall remain bound by all the covenants and agreements herein, except that the
tenancy shall be from month to month, and the monthly rent shall be in
accordance with the then-current schedule published by Lessor for the buildings.
24. SUBORDINATION. Lessee agrees that this Lease shall be subordinate
to the lien of any mortgages or deeds of trust now or hereafter placed against
the real property of which the Premises comprise a part, and to all renewals and
modifications, supplements, consolidations and extensions thereof; provided,
however, in the event that any mortgage or beneficiary shall elect to
subordinate its lien to this
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Lease, Lessor reserves the right to subordinate said mortgage lien to this Lease
upon the terms required by such mortgagee or beneficiary.
25. SURRENDER OF POSSESSION. Lessee, prior to the termination of this
Lease or of Lessee's right to possession, shall remove from the Premises all of
Lessee's furniture, trade fixtures and other unattached personal property, and
such alterations, additions, improvements or signs required by Lessor to be
removed, and shall repair or pay for all damage to the Premises caused by such
removal. All such property remaining and every interest of Lessee in the same
shall be conclusively presumed to have been conveyed by Lessee or Lessor under
this Lease as a ▇▇▇▇ of sale, without compensation, allowance, or credit to
Lessee. Lessee shall upon termination of this Lease or of Lessee's right of
possession, deliver all keys to Lessor and peacefully quit and surrender the
Premises without notice, neat and clean, and in as good condition as when Lessee
took possession, except for reasonable wear and tear as determined by Lessor.
26. LATE PAYMENT AND INTEREST. If any amount due from Lessee is not
received in the office of Lessor on or before the fifth (5th) day following the
date upon which such amount is due and payable, a late charge of five percent
(5%) of said amount shall become immediately due and payable, which late charge
Lessor and Lessee agree represents a fair and reasonable estimate of the
processing and accounting costs that Lessor will incur by reason of such late
payment. All past due amounts owing to Lessor under this Lease, including rent,
shall be assessed interest at the annual percentage rate of eighteen percent
(18%) from the date due or date of invoice, whichever is earlier, until paid.
27. NOTICE. Any notice required to be given by either party to the
other pursuant to the provisions of this Lease or any law, present or future,
shall be in writing and shall be deemed to have been duly given or sent if
delivered personally or if properly deposited in the United States Mail by
registered or certified mail, return receipt requested, addressed to the Lessor
at ▇.▇. ▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇.▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or to Lessee at the following
address, or to such other address as either party may designate to the other in
writing from time to time:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
30. NO WAIVER OF COVENANTS. Time is of the essence of this Lease. Any
▇▇▇▇▇ by either party of any breach hereof by the other shall not be considered
a waiver of any future similar or other breach. This Lease contains all the
agreements between the parties; and there shall be no modification of the
agreements contained herein except by written instrument.
31. BINDING OF HEIRS, SUCCESSORS AND ASSIGNS. The covenants and
agreements of this Lease shall be binding upon the heirs, executors,
administrations, successors and assigns of both parties hereto, except as
hereinabove provided.
32. ASSIGNMENT OF LEASE. Lessee acknowledges that Lessor, in connection
with its mortgage financing upon the real property of which the Premises are a
part, may assign this Lease for additional security purposes, and that pursuant
to the terms of that assignment, unless and until the Lessee shall have received
notice from such lender to the contrary, Lessee shall pay all rents and other
monies due under this Lease to Lessor as specified herein.
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33. PAYMENTS TO LESSOR. In the event any payment due from Lessee to
Lessor is made by a party other than Lessee, such payments shall be deemed to
have been made by and for the account of Lessee, and the party making such
payment shall have no rights under this Lease.
34. CORPORATE AUTHORITY. Lessee warrants that al necessary corporate
actions have been duly taken to permit Lessee to enter into this Lease and that
each undersigned officer has been duly authorized and instructed to execute this
Lease.
35. LIABILITY OF LESSOR. Lessee agrees that no trustee, officer,
employee, agent, or individual partner of Lessor, or its constituent, entitles,
shall be personally liable for any obligation of Lessor hereunder, and that
Lessee must look solely to the interest of Lessor or its constituent entities in
the subject real estate for the enforcement of any claims against Lessor arising
hereunder.
36. RENT WAIVER. Provided Lessee is fully current in all of Lessee's
obligations under this Lease throughout the term hereof, the monthly rent as
provided in Paragraph 3 shall be waived for the month of November 1996 provided
that this Lease does not terminate prior to April 30, 2000. If for any reason
this Lease does not terminate prior to April 30, 2000, Lessee shall be required
to promptly pay to Lessor, in addition to other charges that may be due, one (1)
month's base rent in the amount of Two Thousand Two Hundred Fifty and no/100
Dollars ($2,250.00) for the month of November 1996.
37. RENT ADJUSTMENT. Effective November 1, 1999, the monthly rent as
provided for in Paragraph 3 shall be Two Thousand Five Hundred Twenty and no/100
Dollars ($2,520.00).
38. TENANT IMPROVEMENTS. Lessor agrees to provide up to Fifty Six
Thousand Two Hundred Five and no/100 Dollars ($56,205.00) so that Lessor can
complete the following improvements to the Premises:
1. Demising of the Premises from adjoining space, including
framing, wall board, fire exit door, store doors, basic
electrical service and sprinkler revisions.
2. Interior space improvements, framing wall board, doors
and hardware, relites, drop ceiling in two (2) offices,
fire sprinklers, HVAC revisions, electrical circuits,
window covering per plans and specifications.
Prior to Lessor commencing work on these improvements, Lessor shall
provide to Lessee two (2) copies of plans detailing the design and plan of
improvements. Lessee shall return signed plans to Lessor within five (5) days.
In the event that the plans are not approved by Lessee, Lessee shall inform
Lessor of the reasons for such disapproval and Lessee shall have five (5) days
in which to submit revised plans to Lessor for approval. Lessee shall not
unreasonably refuse to satisfy any objections made by Lessor to said plans and
specifications. Any objections Lessee has to Lessor's objection shall be
submitted to Lessor in writing within such five (5) day period. A failure of
one party to give any notice to the other party within such five (5) day period
shall be deemed to constitute approval of the plans and specifications or the
objections thereto, as appropriate.
Upon Lessee's approval of Lessor's plans, Lessor shall promptly enter
into a construction contract with a licensed bonded contractor. The
construction of all improvements to be made on the Premises shall be performed
in a first-class, workmanlike manner and in conformity with all applicable
governmental laws, ordinances, rules, orders, regulations, and other
requirements.
The Fifty Six Thousand Two Hundred Five and no/100 Dollars ($56,205.00)
for tenant improvements shall include but not be limited to contractor's profit
which shall not exceed 7%, construction costs, construction management fees,
permit fees, architectural fees, and Washington State Sales Tax.
Any additional tenant improvements that exceed the scope of work
described above, for which the Lessee is responsible or has requested, shall be
at the sole expense of the Lessee. Lessor shall invoice Lessee for any costs
associated with additional tenant improvements required above and beyond Fifty
Six Thousand Two Hundred Five and no/100 Dollars ($56,205.00). Prior to Lessor
commencing work on any additional improvements, Lessee shall pay Lessor 75% of
the Lessor's good faith estimate with the balance due within ten (10) days of
receipt by Lessee or Lessor's request following the completion of additional
improvements. In the event Lessee does not pay Lessor when such invoice is due,
Lessee shall, upon demand, reimburse Lessor for any such amount so paid together
with interest thereon at 18% per annum until paid.
6
39. ONE-TIME OPTION TO TERMINATE. Provided Lessee is current at the
time of notice and throughout the notice period, Lessor grants to Lessee an
option to terminate this Lease on April 30, 2000. This option to terminate may
be exercised by Lessee providing Lessor, on October 31,1999, its intent to
exercise its option to terminate the Lease and subsequent payment to Lessor, on
February 28, 2000 a termination penalty, in addition to other charges that may
be due under this Lease, of Nineteen Thousand Five Hundred Three and 77/100
Dollars ($19,503.77).
40. PARKING. Lessor will not charge Lessee or its employees for parking
in the building for the duration of this Lease. however, Lessee understands that
if Lessor intends to install parking control system in the building's parking
garage, Lessee shall be allocated three (3) unreserved parking spaces.
41. USE OF ELEVATORS. At all times, the transport of supplies, test
equipment, inventory, sales merchandise or any other "freight" type materials to
and from the Premises must be transported via the buildings freight elevator.
42. NON-DISCLOSURE. Neither Lessee, nor any of its officers,
shareholders, directors, employees, or representatives, shall disclose, divulge,
communicate or otherwise reveal to any person the existence, or any of the
provisions or contents, of this Agreement, except and only to the extent, Lessee
becomes legally compelled (by deposition, interrogatory, request for documents,
subpoena, civil investigative demand or similar process) to disclose the
existence, or any of the provisions or contents, of requirement so that Lessor
may seek a protective order or other appropriate remedy and/or waive compliance
with terms of this Paragraph. Lessee warrants and represents that neither the
provisions nor the intention of this Paragraph have been violated at any time
prior to the execution by Lessee of this Agreement. The violation of the
provisions or the intention of this Paragraph, whether said violation occurred
or occurs prior to, on, or after the execution by Lessee of this Agreement,
shall be deemed an "Event of Default" under the Lease, and shall entitle Lessor
to exercise any or all of its rights and remedies under the Lease, at law or in
equity.
LESSOR: LESSEE:
PACIFIC NORTHWEST GROUP B, NET INFORMATION SYSTEMS, INC.,
a Joint Venture a Washington corporation
by MARKET CENTER MANAGEMENT, INC.,
its Property Manager
By:_____________________ By:______________________
By:_____________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III,
Vice President, Equitable Real
Estate Investment Management, Inc.,
as Advisor to California State
Teachers' Retirement System,
Venturer and as Advisor to State of
California Public Employees'
Retirement Systems, Venturer
7
GUARANTY OF LEASE
THIS GUARANTY OF LEASE is attached to and is hereby made a part of that
certain Lease dated August 28, 1996 between PACIFIC NORTHWEST GROUP B, a joint
venture, ("Lessor"), and NET INFORMATION SYSTEMS, INC., a Washington corporation
("Lessee").
FOR VALUE RECEIVED and in consideration of and as in inducement to
lessor entering into the Lease, the undersigned guarantor ("Guarantor")
unconditionally and continuously guarantees to Lessor, its successors and
assigns, the full and timely performance and observance by Lessee of all the
terms and conditions of the Lease to be performed and observed by Lessee.
This Guaranty and the obligations of Guarantor hereunder shall not be
terminated or impaired by reason of the granting by Lessor and any indulgences
to Lessee or the assertion by Lessor against Lessee of any of Lessor's rights or
remedies under the Lease, or by the relief of Lessee from any of Lessee's
obligations under the Lease by operation of law or otherwise, whether or not
Guarantor has received notice of same. Guarantor waives all suretyship defenses
and waives notice of any breach by Lessee.
This Guaranty shall continue in full force and effect as to any renewal,
amendment, modification, extension, assignment or transfer of the Lease or any
subletting of the Lease premises, whether or not Guarantor shall have received
notice of or consented to the same. The liability or Guarantor under this
Guaranty is primary and absolute, and Lessor may at its option proceed against
Guarantor without proceeding against Lessee. Any action against Guarantor maybe
brought in the county in which the Lease premises are located, or in King
County, Washington, at Lessor's option.
Lessor's delay or failure to insist upon the strict performance or
observation of any obligation of Lessee under the Lease or to exercise any right
or remedy available under the Lease or at law or inequity, shall not be
construed to be a waiver of Lessor's prerogative to insist upon such strict
performance or observance or to exercise any such right or remedy. Receipt by
Lessor of rent or other payment with knowledge of a breach of any term or
condition of the Lease shall not be construed to be a waiver of such breach.
The liability of Guarantor hereunder shall not be affected or limited
by: the release or discharge of Lessee in any creditors', receivership,
bankruptcy or other proceedings, the impairment, limitation or modification of
the liability of the Lessee or the estate of the Lessee in bankruptcy, or of any
remedy for the enforcement of Lessee's said liability under the Lease, resulting
from the operation of any present or future provision of the federal bankruptcy
laws or other statutes or from the decision in any court; the rejection or
disaffirmance of the Lease in any such proceedings; any disability or other
defense of Lessee; or the cessation, from any cause whatsoever, of the liability
of Lessee.
Until all terms, conditions and agreements of the Lease are fully
performed and observed by Lessee, Guarantor hereby waives the right to enforce
any claim, right or remedy which Guarantor now has or hereafter shall have
against Lessee by reason of any one or more payments or acts of performance in
compliance with obligations of Guarantor hereunder, and Guarantor hereby
subordinates any liability or indebtedness of Lessee now or hereafter held by
Guarantor to the obligations of Lessee to Lessor under the Lease.
This Guaranty shall inure to the benefit of the Lessor, its affiliates,
successors and assigns, and shall be binding upon the successors and assigns of
Guarantor.
This Guaranty is irrevocable and may not be changed, affected,
discharged or terminated other than by an agreement in writing signed by
Guarantor and Lessor.
Guarantor shall pay all court costs and expenses paid or incurred by
Lessor in enforcing either the Lease or this Guaranty, including court costs and
a reasonable amount for legal services performed by counsel, whether employed or
retained by Lessor.
DATED this 28th day of August, 1996
HOME ADDRESS;
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ By:____________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
HOME TELEPHONE: (▇▇▇)▇▇▇-▇▇▇▇
LESSEE:
STATE OF WASHINGTON)
)SS.
COUNTY OF KING )
On this 28th day of August 1996, personally appeared before me ▇▇▇▇
▇▇▇▇▇▇▇▇, to me known tobe the _____________ of the corporation that executed
the within instrument, and acknowledged to me that ____ was authorized to sign
the same on behalf of the corporation as its free and voluntary act and deed for
the uses and purposes therein mentioned.
______________________
NOTARY PUBLIC in and for the
State of Washington, residing
at____________________
My commission expires: 1-19-97
LESSOR:
STATE OF WASHINGTON)
)SS.
COUNTY OF KING )
On this 4th day of September 1996, before me personally appeared ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, to me known to be the Exec.VP of Market Center Management, Inc.,
property manager for Pacific Northwest Group B, Lessor, that executed the within
and foregoing instrument, and acknowledged the said instrument to be the free
and voluntary act and deed of said property manager, for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute the said
instrument.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the
day and year above written.
_______________________
NOTARY PUBLIC in and for the State
of Washington, residing at
_______________________
My commission expires: 1-19-97
LESSOR:
STATE OF WASHINGTON)
)SS.
COUNTY OF KING )
I CERTIFY that I know or have satisfactory evidence that ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ III, is the person who appeared before me, and said person acknowledged
that he signed this instrument, on oath stated that he was authorized to execute
the instrument and acknowledged it as the Vice President of Equitable Real
Estate Investment Management Inc., as Advisor to State of California Public
Employees' Retirement System, Venturer, and California State Teachers'
Retirement System, Venturer, to be the free and voluntary act of such party for
the uses and purposes mentioned in the instrument.
DATED: 8/30/96 _____________________
NOTARY PUBLIC in and for the
State of Washington, residing at
_____________________
My commission expires: 4-7-98
RULES AND REGULATIONS
Any directories provided by Lessor for the Buildings will be for the display of
the name and location of tenants only unless otherwise approved by Lessor.
Lessee shall not place any new or additional locks any doors of the Premises,
nor rekey any existing locks without the consent of Lessor.
Lessor reserves the right to close and keep locked all common entrances and
exits during such hours as lessor may deem advisable. Entrance by tenants to
the Buildings on Building holidays and weekends, other than Snow Days, shall be
limited to those doors designated by Lessor.
Lessor reserves the right to exclude or expel from the Buildings any person who,
in the judgement of Lessor, is intoxicated, under the influence of drugs or
whose conduct is otherwise disturbing to others, or who shall in any of the
rules and regulations.
Lessee shall not do or permit to be done within the Premises anything which
would unreasonably annoy or interfere with the rights of other tenants of the
Buildings.
Lessor will not be responsible for lost or stolen personal property, equipment
or money from the Buildings at any time.
Lessee shall not permit its employees or invitees to loiter in or about the
common areas, to obstruct any of the entries, passages, corridors or common
areas, nor to place any rubbish, litter, merchandise or material of any nature
into any Building, delivery, parking, traffic or other common areas except as
designated by Lessor.
Canvassing, soliciting, or peddling in and about the Buildings are prohibited,
and Lessee shall cooperate to prevent such activity.
During non-business hours and days, Lessor may refuse access to the Buildings or
the Premises by master key controlled by Lessor unless the person seeking access
is known to Lessor's employees, has a pass, or is properly identified. Lessor
shall not be liable for damages for any error in admitting or excluding any
person from the Building or Premises.
0. Lessee shall not make or permit any use of the Premises which may be
dangerous to life, limb, or property, nor permit any noise, odor, or vibrations
to emit from the Premises which are objectionable to Lessor or to other
occupants of the Buildings. Lessee shall not cause a nuisance or violation of
any regulation of any governmental agency within the Premises or the Building.
1. Lessee shall not commit any waste, damage, or injury to the Premises,
the Buildings or parking, loading, and other common areas.
2. Lessee shall not at any time display a "For Rent" sign upon the
Premises.
3. No vehicles or animals shall be brought into the Building.
4. Lessee and its employees shall park only in such areas as may be
designated by Lessor.
5. Lessee shall not use any person or contractor who has not been approved
by Lessor to perform window washing, cleaning, decorating, repair or other work
in the Premises.
6. Lessor reserves the right to prescribe the weight, size and position of
all safes and other heavy equipment brought into the Buildings and also the time
and manner of moving such items, merchandise, furniture and similar items in and
out of the Buildings. Movements of Lessee's property in, out, or within
Buildings are entirely at the risk and responsibility of Lessee.
17. Lessee shall not keep or use in or upon the Premises any oil, burning
fluid, gasoline, or other combustible or explosive materials.
18. Lessee agrees that it will install on its entrance door decals supplied
by Lessor that shall read "Showrooms are not open to the public. Authorized
professional buyers only."
19. Lessee shall at all times keep clean the glass of all showroom windows
and doors. Lessor reserves the right to require window treatments of specified
types on windows of the Premises which are visible from Atriums or Common Areas.
20. Lessee shall not waste electricity or water and shall cooperate fully
with Lessor to assure the most effective and economical operation of the
Buildings' lighting, heating, air conditioning, and other utilities systems.
Lessee shall refrain from adjusting any controls other than room thermostats
installed for Lessee's use.
21. Lessor reserves the right to approve the installation or use of any
light fixtures, office or showroom equipment which would cause the electrical
usage within the Premises to exceed a maximum allowable electrical load of 2.35
▇▇▇▇▇ per square foot of Premises. Lessor also reserves the right to approve
connections to electric current other than through existing electrical outlets
provided for Lessee's use.
22. Lessee shall keep Lessor advised of the current telephone number(s) of
Lessee's employees who may be contacted in an emergency, i.e., fire, break-in,
vandalism, etc. If Lessor shall deem it necessary to respond to such emergency
in Lessee's behalf in order to protect the Premises or the Buildings, Lessee
shall pay all reasonable costs incurred, including any time spent by Lessor's
employees in responding to such emergency.
23. Lessor is not responsible to any tenant for the non-observance or
violation of the rules and regulations by any other tenant.
LEGAL DESCRIPTION
SEATTLE DESIGN CENTER
Those portions of Blocks 1 and 2, Georgetown Riverfront Addition, and Blocks 26
and 27, Commerical Street Steam Motor Addition, City of Seattle, King County,
Washington, described as follows:
Beginning at the northwest corner of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇, of the Plat of
Commercial Street Stream Motor Addition, according to plat recorded in Volume 3
of Plats, page 85, in King County, Washington; thence N 00 (degrees) 46'18" E
along the northerly extension of the west line of said Lot 1 a distance of 10.00
feet to the south margin of South Orcas Street as established by Vacation
Ordinance No. 60786, records of the City of Seattle; thence S 89 (degrees)
05'18" E along said south margin a distance of 567.58 feet; thence along a curve
to the right having a radius of 15.00 feet, an arc distance of 24.47 feet
through a central angle of 93 (degrees) 29'10" to the west margin of Sixth
Avenue South as established by Acceptance Ordinance No. 98789 and Vacation
Ordinance No. 98793, records of the City of Seattle; thence S 04 (degrees)
23'52" W along said west margin a distance of 196.42 feet; thence along a curve
to the right having a radius of 15.00 feet an arc distance of 22.65 feet through
a central angle of arc distance of 22.65 feet through a central angle of 86
(degrees) 31'59" to the south line of Block 2 of the Plat of Georgetown
Riverfront Addition, according to plat recorded in Volume 11 of Plats, page 5,
in King County, Washington; thence N 89 (degrees) 04'09" W along said south line
of Block 2 and of Block 1 of said Plat of Georgetown Riverfront Addition a
distance of 514.75 feet to the east line of Lot 1 of said Block 1; thence
N 00 (degrees) 48'13" E along said east line of Lot 1 and its northerly
extension a distance of 107.93 feet to the alley centerline 8 feet north of the
north line of said Lot 1; thence N 89 (degrees) 04'09" W along said centerline a
distance of 40.36 feet to the southerly extension of the west line of said ▇▇▇
▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Steam Motor Addition; thence N 00
(degrees) 46'18" E along the southerly extension of said Lot 1 and along the
west line of said ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ of Commercial Street Steam Motor
Addition, a distance of 107.95 feet to the point of beginning.
Also, Lots 1 through 18 inclusive of Block 17 of the plat of Commercial Street
Steam Motor Addition to the City of Seattle, recorded in Volume 3 of Plats, page
85, in King County, Washington, together with vacated alley and portion of South
Findlay Street adjoining, vacated per City Ordinance No. 110210.
EXHIBIT A
[FLOOR PLAN APPEARS HERE]
GUARANTY OF LEASE
This guaranty of Lease is attached to and is hereby made a part of that
certain Lease dated August 28, 1996 between Bay West Design Center, LLC, a
Delaware limited liability company, successor in interest to Pacific Northwest
Group B, a joint venture, ("Lessor"), and Net Information Systems, Inc. a
Washington corporation, which has been assigned to Design Automation Systems,
Inc., a Texas corporation dba EpicEdge ("Lessee"), pursuant to the Assignment
and Assumption of Lessee's Interest and Lessor's Consent dated December 9, 1999
(the "Assignment").
For value received and in consideration of and as in inducement to
Lessor entering into the Lease and consenting to the Assignment, the undersigned
guarantor ("Guarantor") unconditionally and continuously guarantees to Lessor,
its successors and assigns, the full and timely payment, performance and
observance by Lessee of all terms and conditions of the Lease to be paid,
performed and observed by Lessee.
This Guaranty and the obligations of Guarantor hereunder shall not be
terminated or impaired by reason of the granting by Lessor of any indulgences
to Lessee or the assertion by Lessor against Lessee of any of Lessor's rights or
remedies under the Lease, or by the relief of Lessee from any of Lessee's
obligations under the Lease by operation of law or otherwise, whether or not
Guarantor has received notice of same. Guarantor waives all suretyship defenses
and waives notice of any breach by Lessee.
This Guaranty shall continue in full force and effect as to any renewal,
amendment, modification, extension, assignment or transfer of the Lease or any
subletting of the Lease premises, whether or not Guarantor shall have received
notice of or consented to the same. The liability of Guarantor under this
Guaranty is primary and absolute, and Lessor may at its option proceed against
Guarantor without proceeding against Lessee. Any action against Guarantor may
be brought in the county in which the Lease premises are located, or in King
County, Washington, at Lessor's option.
Lessor's delay or failure to insist upon the strict performance or
observance of any obligation of Lessee under the Lease or to exercise any right
or remedy available under the Lease or at law or in equity, shall not be
construed to be a waiver of Lessor's prerogative to insist upon such strict
performance or observance or to exercise any such right or remedy. Receipt by
Lessor of rent or other payment with knowledge of a breach of any term or
condition of the Lease shall not be construed to be a waiver of such breach.
The liability of Guarantor hereunder shall not be affected or limited
by: the release or discharge of Lessee in any creditor's, receivership,
bankruptcy or other proceedings, the impairment, limitation or modification of
the liability of the Lessee or the estate of the Lessee in bankruptcy, or of any
remedy for the enforcement of Lessee's said liability under the Lease, resulting
from operations of any present or future provision of the federal bankruptcy
laws or other statutes or from the decision in any court; the rejection or
disaffirmance of the Lease in any such proceedings; any disability or other
defense of Lessee; or the cessation, from any cause whatsoever, of the liability
of Lessee.
Until all the terms, conditions and agreements of the Lease are fully
performed and observed by Lessee, Guarantor hereby waives the right to enforce
any claim, right or remedy which Guarantor now has or hereafter shall have
against Lessee by reason of any one or more payments or acts of performance in
compliance with the obligations of Guarantor hereunder, and Guarantor hereby
subordinates any liability or indebtedness of Lessee now or hereafter held by
Guarantor to the obligations of Lessee to Lessor under the Lease.
This Guaranty shall inure to the benefit of the Lessor, its affiliates,
successors and assigns, and shall be binding upon the successors and assigns of
Guarantor.
This Guaranty is irrevocable and may not be changed, affected,
discharged or terminated other than by an agreement in writing signed by
Guarantor and Lessor.
Guarantor shall pay all costs and expenses paid or incurred by Lessor in
enforcing either the Lease or this Guaranty, including court costs and a
reasonable amount for legal services performed by counsel, whether employed or
retained by Lessor.
Dated this 20 day of January, 2000.
Design Automation Systems, Inc.
________________________ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President (▇▇▇)▇▇▇-▇▇▇▇
ASSIGNOR:
STATE OF WASHINGTON)
)SS.
COUNTY OF KING )
On this 19th day of January 2000, personally appeared before me ▇▇▇▇
▇▇▇▇▇▇▇▇, to me known to be the President of the corporation that executed the
within instrument, and acknowledged to me that he was authorized to sign the
same on behalf of the corporation as its free and voluntary act and deed for the
uses and purposes therein mentioned.
____________________
NOTARY PUBLIC in and for the
State of Washington, residing
at Seattle
My commission expires: 12/09/02
ASSIGNEE:
STATE OF TEXAS )
)SS.
COUNTY OF ▇▇▇▇▇▇)
On this 20th day of January 2000, personally appeared before me ▇▇▇▇▇▇▇
▇▇▇▇▇▇, to me known to be the President of the corporation that executed the
within instrument, and acknowledged to me that he was authorized to sign the
same on behalf of the corporation as its free and voluntary act and deed for the
uses and purposes therein mentioned.
____________________
NOTARY PUBLIC in and for the
State of Texas, residing
at Houston
My commission expires: 11/24/03
LESSOR:
STATE OF WASHINGTON)
)SS.
COUNTY OF KING )
On this 17th day of February 2000, before me personally appeared ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, to me known to be the Executive Vice President of BW Seattle Corp., a
Washington corporation, which is manager of Bay West Design Center,LLC, a
Delaware limited liability liability company, Lessor, that executed the within
and foregoing instrument, and acknowledged the said instrument to be the free
and voluntary act and deed of said property manager, for the uses and purposes
therein mentioned, and an oath stated that he was authorized to execute the said
instrument.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the
day and year first above written
____________________
NOTARY PUBLIC in and for the
State of Washington, residing
at Seattle
My commission expires: 12/09/02
EXHIBIT A
FLOOR PLAN
PARTIAL THIRD FLOOR PLAN
130 BUILDING
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SUITE* INSIGNIA
303 COMMERCIAL GROUP, INC.
DRAIN ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇-▇▇-▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
REVISED (▇▇▇) ▇▇▇-▇▇▇▇
SCALE
EXHIBIT B
CERTIFICATE OF OCCUPANCY
TENANT: ▇▇▇▇ SOLUTIONS, INC.
LANDLORD: ▇▇▇▇▇▇▇ INVESTORS ASSOCIATES LLC
BUILDING: 130 BUILDING
PREMISES: SUITE 303
DATE OF ORIGINAL LEASE EXECUTION:_________________
This Certificate of Occupancy is executed by Tenant and Landlord
pursuant to the provisions of the Lease referenced above, and shall be attached
thereto and become a part thereof for all purposes.
1. Tenant hereby acknowledges that it has inspected the Premises and
finds same to be substantially complete, in a tenantable condition and now
suitable for Tenant's intended use.
2. Tenant and Landlord hereby agree that all work to be done to the
Premises is acceptable and that the only work remaining to be done to the
Premises, all of which is of a minor nature, is as follows:
____________________________________________________
Such work is the responsibility of _____________ (insert Tenant or Landlord, as
the case may be) to complete and said party hereby agrees to promptly undertake
the completion of same. Tenant hereby agrees that such work may be completed
after it has taken occupancy of the Premises and the term of the Lease has
commenced; and further, that Tenant shall not be entitled to any abatement of
Tenant's Rent or other compensation as a result thereof.
3. Tenant and Landlord hereby agree, pursuant to Section 3.2 of the
Lease, that the actual Commencement Date of the term of the Lease shall be
_____________________ and that the Rent, as provided for in the Lease, shall
commence as of such date, and further, that the Lease will terminate at Midnight
(local time) on __________________, if not otherwise terminated pursuant to the
provisions of the Lease.
Executed this _________ day of _____________, 19____.
TENANT:
▇▇▇▇ SOLUTIONS, INC.
By:_________________________
Title:______________________
Date:_______________________
LANDLORD:
▇▇▇▇▇▇▇ INVESTORS ASSOCIATES LLC
By: Insigna/ESG, Inc.
a Delaware corporation
Its: Agent
By: signature appears here
_________________________
Title: Vice President
______________________
Date: 1/22/99
_____________________
EXHIBIT C
FORM 1
CONTRACTOR'S LIEN WAIVER
STATE OF MISSOURI)
)SS. WAIVER OF ACKNOWLEDGMENT
CITY OF ST.LOUIS )
WHEREAS,__________________("Contractor") has/have been employed by
____________________, as Tenant of the Premises described below, to perform
construction as a general contractor upon the following described premises,
to-wit:
("the Premises"), the specific terms and conditions of such employment being
governed by that certain Agreement dated the________ day of _______________,
19______, and
WHEREAS, ▇▇▇▇▇▇▇ Investors Associates LLC ("Landlord") is Landlord of
the Premises.
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, Contractor does hereby waive any right it may have to file
any and all mechanic's liens, claim of lien or right of lien against Landlord or
Landlord's interest in the Premises, provided by the statutes of the State of
Missouri, upon the above described Premises or any portion thereof. Further,
Contractor hereby acknowledges that Landlord has not contracted for or agreed to
pay for the work or materials called for in the contract described above.
Contractor agrees to look solely to Tenant or Tenant's interest in the Premises
to satisfy any mechanic's lien, right, claim or causes of action which
Contractor may have against Tenant arising out of the above referenced contract.
Contractor shall obtain a similar waiver and acknowledgment from all
subcontractors and suppliers.
EXECUTED this ______ day of _______________, 19_______.
CONTRACTOR:
______________________
By:___________________
Subscribed and sworn to before me this _________ day of _________, 19____.
My commission expires:_____________________________
_______________________
Notary Public
EXHIBIT C
FORM 2
PARTIAL WAIVER OF LIEN
(Subcontractor of Material Supplier)
STATE OF MISSOURI)
)SS.
CITY OF ST.LOUIS )
WHEREAS, __________________("Contractor") has/have been employed by
_______________________, as Tenant of the Premises described below, to perform
construction as a general contractor upon the following described premises,
to-wit:
("the Premises"), the specific terms and conditions of such employment being
governed by that certain Agreement dated the ______ day of ____________,
19_____, and
WHEREAS, under authority of the above mentioned Agreement,_______
has/have employed as a subcontractor material supplier, to perform labor, to
furnish materials or to do both upon the Premises or some portion thereof, the
specific terms and conditions of such employment being governed by that certain
Agreement dated the ____________ day of _______________, 19_____, and
WHEREAS, ▇▇▇▇▇▇▇ Investors Associates LLC ("Landlord") is Landlord of
the Premises.
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, subcontractor or material supplier does hereby waive any
right it may have to file any and all mechanic's liens, claim of lien or rights
of lien against Landlord or Landlord's interest in the Premises, provided by the
statutes of the State of Missouri, upon the above described Premises or any
portion thereof. Further, subcontractor or material supplier hereby
acknowledges that Landlord has not contracted for or agreed to pay for the work
or materials called for in the contract described above. Subcontractor or
material supplier agrees to look solely to Tenant to satisfy any mechanic's
lien, right, claim or cause of action which subcontractor or material supplier
may have against Tenant arising out of the above referenced contract.
EXECUTED this _____day of ____________, 19____.
SUBCONTRACTOR OR
MATERIAL SUPPLIER:
_____________________
By:__________________