Arizona-Scottsdale-15649 N. Greeway-Hayden Loop Lease - Cimmaron Airpark LLC VIII and FormGen Inc.
[GRAPHIC] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET
(Do not use this for Multi-Tenant Property)
1. Basic Provisions ("BASIC PROVISIONS")
1.1 PARTIES: This Lease ("LEASE"), dated for reference purposes only, June 1
1995, is made by and between Cimmaron Airpark L.L.C. VIII, an Arizona limited
liability company ("LESSOR") and FormGen, Inc., an Arizona corporation
("LESSEE") (collectively the "PARTIES", or individually a "PARTY").
1.2 PREMISES: That certain real property including all improvements therein
or to be provided by Lessor under the terms of this Lease, and commonly known by
the street address of 15649 N. Greeway-Hayden Loop, Scottsdale located in the
County of Maricopa, State of Arizona and generally described as (describe
briefly the nature of the property) Lot 8 North Scottsdale Airpark Unit 4
("PREMISES") (See Paragraph 2 for further provisions.)
1.3 TERM: ten (10) years and 0 months ("ORIGINAL TERM") commencing December
1, 1995 ("COMMENCEMENT DATE") and ending November 30, 2006 ("EXPIRATION DATE").
(See Paragraph 3 for further provisions.)
1.4 EARLY POSSESSION: see paragraph 3 below ("Early Possession Date"). (See
Paragraphs 3.2 and 3.3 for further provisions.)
1.5 BASE RENT: $15,452.26 per month ("BASE RENT"), payable on the first (1st)
day of each month commencing December 1, 1995. (See Paragraph 4 for further
provisions.)
[x] If this box is checked, there are provisions in this Lease for the Base Rent
to be adjusted.
1.6 BASE RENT PAID UPON EXECUTION: $ none (see addendum paragraph 49) as Base
Rent for the period see addendum paragraph 49
1.7 SECURITY DEPOSIT: $100,000.00 ("SECURITY DEPOSIT"). (See Paragraph 50 for
further provisions.)
1.8 PERMITTED USE: administrative offices, shipping and receiving,
duplicating and manufacturing, developing of, and sales of computer software
(See Paragraph 6 for further provisions.)
1.9 INSURING PARTY: Lessor is the "INSURING PARTY" unless otherwise stated
herein. (See Paragraph 8 for further provisions.)
1.10 REAL ESTATE BROKERS: The following real estate brokers (collectively,
the "BROKERS") and brokerage relationships exist in this transaction and are
consented to by the Parties (check applicable boxes):
none represents
[ ] Lessor exclusively ("LESSOR BROKER"); [ ] both Lessor and Lessee, and
not applicable represents
[ ] Lessee exclusively ("LESSEE'S BROKER"); [ ] both Lessee and Lessor. (See
Paragraph 15 for further provisions.)
1.11 GUARANTOR. The obligations of the Lessee under this Lease are to be
guaranteed by none ("GUARANTOR"). (See Paragraph 37 for further provisions.)
1.12 ADDENDA. Attached hereto is an Addendum or Addenda consisting of
Paragraphs 49 through 50 and Exhibits all of which constitute a part of
this Lease.
2. PREMISES.
2.1 LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor, the premises, for the term, at the rental, and upon all of the terms,
covenants and conditions set forth in this Lease. Unless otherwise provided
herein, any statement of square footage set forth in this Lease, or that may
have been used in calculating rental, is an approximation which Lessor and
Lessee agree is reasonable and the rental based thereon is not subject to
revision whether or not the actual square footage is more or less.
2.2 CONDITION. Lessor shall deliver the Premises to Lessee clean and free of
debris on the Commencement Date and warrants to Lessee that the existing
plumbing, fire sprinkler system, lighting, air conditioning, heating and loading
doors, if any, in the Premises other than those constructed by Lessee, shall be
in good operating condition on the Commencement Date. If a non-compliance with
said warranty exists as of the Commencement Date, Lessor shall, except as
otherwise provided in this Lease, promptly after receipt of written notice from
Lessee setting forth with specificity the nature and ???? of such
non-compliance, rectify same at Lessor's expense. If Lessee does not give Lessor
written notice of a non-compliance with this warranty within thirty (30) days
after the Commencement Date, correction of that non-compliance shall be the
obligation of Lessee at Lessee's sole cost and expense.
2.3 COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE. Lessor
warrants to Lessee that the improvements on the Premises comply with all
applicable covenants or restrictions of records and applicable building codes,
regulations and ordinances in effect on the Commencement Date. Said warranty
does not apply to the use to which Lessee will put the Premises or to any
Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to
be made by Lessee. If the Premises do not comply with said warranty, Lessor
shall, except as otherwise provided in this Lease, promptly after receipt of
written notice from Lessee setting forth with specifically the nature and extend
of such non-compliance rectify the same at Lessors' expense and does not give
Lessor written notice of non-compliance [TEXT MISSING].
<PAGE> 2
ADDENDUM NO. 1 (reference dated June 1, 1995)
re Lease between FormGen, Inc. (Lessee) and Scottsdale Airpark L.L.C. VIII
(Lessor) for the property known as 15649 N. Hayden-Greenway Loop, Scottsdale,
Arizona also know as Lot B North Scottsdale Airpark Unit 4, Maricopa County,
Arizona
The following paragraphs 49 through 50 shall be incorporated into the above
referenced lease agreement and hereby become a part thereof and shall be
reference dated June 1, 1995.
49. During the term of the lease, base rent shall be increased on each January
1 to an amount which shall be three percent (3%) higher than the previous
year's monthly base rent (paragraph 1.5). See addendum next page Jan 1 to May
1 of each yr.
50. Lessee shall deposit with Lessor the security deposit of $100,000.00 not
later than May 31, 1995. Such deposit shall be deemed prepaid rent and shall be
credited to the benefit of Lessee for its monthly base rent obligation to
Lessor at the rate of $4,000.00 per month beginning June 1, 1996 and ending
June 1, 1998. In the event a default shall occur by Lessee in a term of the
lease agreement, any remaining amount of the security deposit shall be
forfeited to Lessor and deemed partial satisfaction of the defaulted term.
Nothing shall limit Lessor from seeking additional consideration from Lessee
for damages sustained as a result of such default. June 1 to Oct 1, 1996 -
Oct 1, 1998
All other terms and conditions are to remain the same.
LESSEE LESSOR
/s/ Randy MacLean /s/ Fred Himovitz
-------------------------- ----------------------------
FormGen, Inc. Cimarron Airpark L.L.C. VIII
by: Randy MacLean by: Fred Himovitz
its: President its: Managing member
date: 5/8/95 date: 5/8/95
<PAGE> 3
ADDENDUM
(reference dated April 4, 1996)
re Lease between FormGen, Inc. (Lessee) and Scottsdale Airpark L.L.C. VIII
(Lessor) for the property known as 15649 N. Greenway-Hayden Loop, Scottsdale,
Arizona also known as Lot 8 North Scottsdale Airpark Unit 4, Maricopa County,
Arizona.
Anything to the contrary notwithstanding, the following in the referenced lease
are hereby modified and affirmed.
1. Whereas the commencement date in the referenced lease is specified as
December 1, 1995 (paragraph 1.3), the actual date of possession of the subject
property by Lessee occurred on March 25, 1996. During the period from December
1, 1995 through March 24, 1996, although the Lease was in full force and effect,
Lessor acknowledges and affirms that Lessee was not in default under any
provision of the Lease and specifically was not obligated to pay rent or any
other charge during that period of time.
2. Since possession of the subject property occurred four (4) full or
fractional months after the commencement date, therefore, during the term of the
Lease, base rent shall be increased on each May 1, beginning May 1, 1997, to an
amount which shall be three percent (3%) higher than the previous year's monthly
base rent (paragraph 1.5). Previous reference (paragraph 49) to an adjustment
occurring on January 1 is hereby voided.
3. Since possession of the subject property occurred four (4) full or
fractional months after the commencement date, and, since the security deposit
had been deemed prepaid rent, therefore said security deposit shall be credited
to the benefit of Lessee for its monthly base rent obligation to Lessor at the
rate of $4,000.00 per month beginning October 1, 1996 and ending October 1,
1998. Reference to June 1, 1996 and June 1, 1998 in this regard is hereby
voided and replaced with October 1, 1996 and October 1, 1998, respectively
(paragraph 50).
4. Since possession of the subject property occurred four (4) full or
fractional months after the commencement date, therefore, the expiration date is
hereby modified to become March 31, 2006. Reference to November 30, 2006 in this
regard is hereby voided and replaced with the above March 31, 2006 (paragraph
1.3).
5. The lease is hereby reaffirmed and all other terms and conditions shall
remain the same.
LESSEE LESSOR
/s/ Randy MacLean /s/ Fred Himovitz
-------------------------------- ----------------------------------------
FormGen, Inc. Cimarron Airpark L.L.C. VIII
by: Randy MacLean by: Fred Himovitz
its: President its: General managing member
Date 4/4/96 Date 4/4/96 addend. 004/3