Colorado-Colorado Springs-2864 South Circle Drive Lease - Executive Tower of Colorado Springs LLC and Cheap Tickets Inc.
LEASE
-----
This Lease is made and entered into this 31st day of March, 1998, by and
between Executive Tower of Colorado Springs, LLC ("Landlord"), and Cheap
Tickets, Inc. ("Tenant").
Premises
1.1 Landlord leases to Tenant approximately 12,226 square feet of rentable
(10,540 net usable) floor space at 2864 South Circle Drive, Colorado Springs,
Colorado 80906 (the "Building"), to be known as Suite 700 (the "Premises") as
marked on Exhibit "A" attached hereto and by reference incorporated herein, to
be used as General Office Space and for no other purposes, on the terms and
conditions set forth herein.
Term
2.1 The term of this Lease shall be for Five (5) years and Six (6) months
commencing April 1, 1998, or such other date set forth in Article 8 herein, and
shall end September 30, 2003, unless sooner terminated pursuant to any of the
provisions of this Lease.
Base Rent and Common Area Facilities
3.1 Tenant agrees to pay to Landlord at the principal office of Landlord,
or to such other place or party as may be designated from time to time by
Landlord, as Base Rent for the Premises, without setoff, abatement or deduction,
and without demand, the total sum of $663,255.00 payable as follows:
04/01/98 - 09/30/98 $51,960.00 in equal monthly installments of $8,660.00;
10/01/98 - 09/30/99 $110,034.00 in equal monthly installments of $9,169.50;
10/01/99 - 09/30/00 $116,148.00 in equal monthly installments of $9,679.00;
10/01/00 - 09/30/01 $122,256.00 in equal monthly installments of $10,188.00;
10/01/01 - 09/30/02 $128,373.00 in equal monthly installments of $10,697.75;
10/01/02 - 09/30/03 $134,484.00 in equal monthly installments of $11,207.00.
The first payment shall be due and payable upon full execution of Lease and
shall be applied to the rent due for April 1, 1998, with successive payments due
on the first day of each month thereafter. Years are the successive twelve
month periods following the Commencement Date. The obligation of Tenant for the
payment of Base Rent shall survive the termination of this Lease.
3.2 This Lease is made on a triple net basis, and Base Rent is not
intended to cover property taxes, building insurance and other common operating
expenses allocable to the Premises. The term "Common Area" means all areas and
facilities furnished, maintained, and managed by Landlord in, upon or in
connection with the Demised Premises and designated for the general use, in
common, of Tenant and other occupants of the building, including, but not
limited to, parking areas (including re-striping), streets, sidewalks, roadways,
walks, curbs, loading platforms/areas, the building signs, roofs, elevators,
washrooms, toilets, shelters, storage areas, ramps, landscaped areas, the storm
drainage system and utility lines, and other similar facilities (except for
those items of maintenance and repairs specifically set forth in this Lease
which shall be the sole obligation of Tenant). The areas and facilities
comprising the Common Area may be expanded, contracted, improved or changed by
Landlord from time to time as deemed desirable, and shall at all times be
subject to the exclusive control and management of Landlord, who agrees to
operate and maintain the same pursuant to the terms and provisions of this
Lease. Furthermore, Landlord shall have the right from time to time to make
rules and regulations pertaining to and necessary for the proper operation and
maintenance of the Common Areas.
<PAGE>
3.3 For the purpose of this Article 3, Landlord's operating costs for the
Common Area Maintenance ("CAM") is defined as including all costs and expenses
deemed necessary or appropriate by Landlord incurred in operating and
maintaining the Common Area, including, without limitation, wages and salaries
of all employees engaged in the operation, maintenance or security of the
Building, including taxes, insurance, and benefits related thereto; all supplies
and materials used in operation and maintenance of the Building; cost of all
utilities for the Building, including but not limited to the cost of water,
power, heating, lighting, air conditioning, ventilating, sewer and trash
disposal; cost of all maintenance (except for those items of maintenance and
repairs specifically set forth in the Lease which shall be the sole obligation
of Tenant), Building management and service agreements for the Building and the
equipment therein, including alarm service, janitorial service for the
Building's common areas (however, no janitorial service to the Premises is
provided), window cleaning, security service, elevator maintenance, and ground
maintenance, including but not limited to parking lot maintenance; cost of all
insurance relating the Building, including the cost of causality and liability
insurance applicable to the Building and Landlord's personal property used in
connection therewith; cost of repairs and general maintenance (excluding repairs
and general maintenance paid by proceeds of insurance applicable to the Building
and Landlord's personal property used in connection therewith); cost of repairs
and general maintenance (excluding repairs and general maintenance paid by
proceeds of insurance, by Tenant or by other third parties, and alterations
attributable solely to tenants of the Building); amortized cost of installation
of capital investment items, however not to include any Tenant finish, but does
include the parking lot, common areas, and/or roof, and any items required by
government order; any reasonable management fee for general operation and
management of the Building, which is calculated as a percentage of gross rentals
plus a base fee; and all real estate taxes and assessments and special
assessments imposed upon the Building by any governmental bodies or authorities,
and all charges specifically imposed in lieu of such taxes. The term "taxes" as
used in Article 3.2 shall not include state, local or federal personal and
corporate income taxes measured by the income of Landlord, estate and
inheritance taxes, franchise, succession and transfer taxes; interest on taxes
and penalties resulting from failure to pay real estate taxes; and ad valorem
taxes on Landlord's personal furniture and furnishings, and on Landlord's
leasehold improvements to the extent that same exceed standard building
allowance.
3.4 Tenant shall pay to Landlord monthly, as Additional Rent, its
proportionate share of CAM. Tenant's proportionate share of the CAM shall be an
amount determined by multiplying the total of the Common Area Costs by a
fraction, the numerator of which shall be the number of square feet of rentable
space in the Premises (as established in Article 1.1), and the denominator of
which shall be the total of the gross leasable square feet in the Building. The
first year estimate of CAM expenses shall be $4.30 per square-foot and said CAM
payment shall commence April 1, 1998.
3.5 Landlord shall estimate the cost for operating and maintaining the
Common Areas annually, shall notify Tenant of such estimate, and Tenant shall
pay its proportionate share of such estimate in equal monthly installments
commencing on the first day monthly installments of Base Rent are due following
such notification. Within a reasonable time following the end of each Lease
Year, Landlord shall notify Tenant in writing of the actual CAM for the
preceding year. In the event that Tenant has paid more than its proportionate
share of the CAM during the preceding year, such excess shall be credited by
Landlord against Tenant's obligation to pay its proportionate share of CAM in
the following year. In the event Tenant has paid less than its proportionate
share of the CAM, Tenant shall pay such deficiency to Landlord within ten (10)
days of receipt of the statement for such deficiency. Failure by Landlord to
notify Tenant of the actual CAM for the preceding year within a reasonable time
shall not be deemed a waiver by Landlord of its right to adjust such costs and
collect any deficiency from Tenant.
<PAGE>
Additional Rent
4.1 Tenant shall pay Landlord as Additional Rent those charges in respect
to Common Area Costs and such other sums as are required to be paid by Tenant
under this Lease, herein called "Additional Rent". Any such charges or sums
shall be deemed to be rent and shall be payable in the manner provided and
recoverable as rent, and Landlord shall have all rights specified in this Lease
against Tenant for default in payment thereof as in the case of arrears of rent.
Late Charges
5.1 If Tenant fails to make any installments of Base Rent, Additional Rent
or any other sum due Landlord hereunder within ten (10) days after such amount
is due, then such late payments shall bear a late charge equal to eighteen
percent (18%) of the delinquent payment due. Failure or delay of Landlord in
connection with this paragraph shall not constitute a waiver or renunciation of
its rights therein.
Security for Performance of Lease
6.1 On the date of the execution of this Lease, Tenant shall deposit with
Landlord the sum of $8,500.00 as security for the full and faithful performance
by Tenant of the terms of this Lease. Landlord may use, apply, or retain the
whole or any part of said security to the extent required for the payment of any
rent as to which Tenant is in default, or for any sum which Landlord may expend
or may be required to expend by reason of Tenant's default in respect to any of
the terms of this Lease. Any sums so used or applied by Landlord from said
security deposit shall immediately be repaid by Tenant to Landlord after notice.
Upon termination of this Lease, Landlord shall return to Tenant within 60
(sixty) days the security deposit herein above provided for, less any sums used
or applied upon any default and not reimbursed. In the event of a bona fide
sale subject to this Lease, Landlord shall have the right to transfer the
security deposit to the purchaser, and upon such transfer Landlord shall be
released by Tenant from all liability for the return of such security.
Purchaser shall be required to comply with the terms and conditions of this
Lease.
Improvements and Finish
7.1 Landlord shall provide Tenant with the construction and finish of the
interior of the Premises pursuant to plans and specifications which shall be
mutually approved in writing by Landlord and Tenant and which shall be based
upon a scaled floor plan design and those specifications attached hereto as
Exhibit "C".
Possession
8.1 Tenant may take possession of the Premises upon full execution of the
Lease.
8.2 Possession of the Premises shall be deemed delivered when tendered for
occupancy, and the tenant improvements agreed to between Landlord and Tenant
have been substantially completed. Tenant agrees to take possession upon
substantial completion. If only minor or insubstantial details or construction,
decoration, or mechanical adjustments remain to be completed on the Premises
then the payment of rent under the Lease will commence on the commencement date
set forth in the Lease regardless of any contrary provisions of the Lease. If a
delay in substantial completion shall be due to special work, changes,
alterations, or additions
<PAGE>
to the Premises required by or made by Tenant; or if such delay is due to
Tenant's delay or default in submitting plans, supplying information, approving
plans or specifications, or authorizing changes or otherwise; or if such delay
is caused by any other delay or default of Tenant, the Premises shall be deemed
substantially complete and ready for occupancy on the commencement date.
Acceptance of Premises
9.1 By occupying the Premises, Tenant accepts the same and acknowledges
that the Premises are in the condition called for hereunder, unless Tenant
furnishes Landlord with a notice in writing specifying any defect in the
Premises within ten (10) days after taking possession thereof.
Use
10.1 Tenant will occupy the Premises for General Office Space and for no
other purpose. Tenant will not use or permit in the Premises anything that will
increase the rate of fire insurance thereon or which would prevent Landlord from
obtaining reduced rates for long term insurance policies, or maintain anything
that may be dangerous to life or limb, or in any manner, deface, injure, or
commit waste in, on, or about said Building or any portion thereof, or overload
the floors or permit any objectionable noise or odor to escape or be emitted
from said Premises, or permit anything to be done upon the Premises in any way
tending to create a nuisance or to disturb any other tenants of the Building, or
to injure the reputation of the Building or to use or permit the use of the
Premises for lodging or sleeping purposes, or for any immoral or illegal
purposes. Tenant will comply, at Tenant's own cost and expense, with all
orders, notices, regulations, or requirements of any municipality, state or
other governmental authority respecting the use of the Premises unless such cost
or expense is due to Landlord's failure to construct the building in accordance
with such governmental requirements.
Services
11.1 Landlord shall furnish adequate common area services during normal
business hours as set forth in the rules and regulations attached hereto as
Exhibit "B". The business hours may be changed to other reasonable hours as
solely determined by Landlord, or such shorter periods as may be prescribed by
any applicable policies or regulations adopted by any utility or governmental
agency. Landlord shall not be liable for the stoppage or interruption of any
said services or for the utilities, caused by riots, strikes, labor disputes,
accidents, necessary repairs or any conditions beyond Landlord's control.
Landlord shall be the sole judge as to the amount and kind of services and
utilities to be provided under the provisions hereof, and any additional
services or utilities required by Tenant shall be at Tenant's sole cost and
expense. Tenant agrees not to connect to or alter any utilities or equipment
provided by Landlord without obtaining Landlord's prior written consent.
11.2 If, upon the request of Tenant, Landlord furnishes Tenant with any
additional services not described hereinabove as services normally furnished by
Landlord, Tenant shall pay Landlord for such additional services at the
prevailing wage and material rates in Colorado Springs, Colorado, plus 15% at
the time said services are performed. Charges for such additional services
shall be deemed to be Additional Rent, and may be collected by Landlord as
provided in Article 4 above.
Security
12.1 Landlord shall provide only such security for the Building as Landlord
deems necessary, which shall not include any special measures because of the
presence of Tenant or
<PAGE>
Tenant's business. Landlord shall have no responsibility to prevent and shall
not be liable to Tenant for losses due to theft, burglary or vandalism, or for
damages done by unauthorized persons gaining access to the Premises. In the
event Landlord contracts with an unaffiliated security service to provide
security for the Building, the provisions of this article shall not preclude
Tenant from seeking any claims, damages, or other reimbursement from said
security service caused as a result of a breach of any obligation of said
service to perform its assigned tasks.
Use of Electricity
13.1 Tenant's use of electricity in the Premises shall be for the operation
of the building standard lighting, electrical fixtures, typewriters, personal
computers and other small office machines and lamps and any other equipment
incidental to the Tenant's business and shall not at any time exceed the
capacity of any of the electrical conductors and equipment in or serving the
Premises.
13.2 In order to ensure that such capacity is not exceeded and to avert
possible adverse effect on the Building's electrical service, Tenant shall not,
without Landlord's prior written consent in each instance, connect any
additional fixtures, appliance or equipment (other than normal office electrical
fixtures and copying machinery, lamps, typewriter, and similar small office
machines) to the Building's electrical distribution system or make any
alteration or addition to the electric system of the Premises existing at the
commencement of the term hereof. If Landlord grants such consent, the cost of
all additional risers and other equipment required therefor shall be paid as
Additional Rent by Tenant to Landlord upon demand.
Alterations
14.1 Tenant will make no alterations in or additions to the Premises
without obtaining the prior written consent of Landlord which will not be
unreasonably withheld and will be deemed approved if the request by Tenant is
not objected to in writing by Landlord or its agent within twenty (20) days of
receipt. Landlord may impose such conditions on its consent as Landlord deems
appropriate.
Tenant Repairs
15.1 If any of the elevators or other apparatus or elements of the Building
used for the purpose of climate control or operation of the elevators or if the
water pipes, drainage pipes, electric lighting or the room or outside walls of
the Building or parking facilities of Landlord become damaged or destroyed
through the negligence, carelessness or misuse of Tenant, its agents, employees
or anyone permitted by Tenant to be in the Building, then the cost of the
necessary repairs, replacements or alterations shall be borne by Tenant, who
shall pay the same on demand to Landlord as Additional Rent.
15.2 Tenant shall keep the Premises in as good order, condition and repair
as when they were entered upon, loss by fire (unless caused by the negligence of
Tenant, its agents, employees or invitees) or accident, ordinary wear and tear
excepted. If Tenant fails to keep the Premises in such good order, condition
and repair as required hereunder to the reasonable satisfaction of Landlord, as
soon as reasonably possible after written demand, Landlord may restore the
Premises to such good order and condition and make such repairs without
liability to Landlord and upon completion thereof, Tenant shall pay to Landlord,
as Additional Rent, upon demand, the cost of restoring the Premises to such good
order and condition and of the making of such repairs.
<PAGE>
Landlord Repairs
16.1 Unless otherwise expressly stipulated herein, Landlord shall not be
required to make any improvements to or repairs of any kind or character on the
Premises during the term of this Lease, except such repairs as may be deemed
necessary by Landlord for normal maintenance operations of the Building. The
obligation of Landlord so to maintain and repair the Premises shall be limited
to building standard items. Special leasehold improvements will, at Tenant's
written request, be maintained by Landlord, and Tenant shall pay to Landlord for
such maintenance as Additional Rent hereunder an amount equal to Landlord's
actual costs, plus 15% of said costs to cover Landlord's overhead.
Trade and Other Fixtures
17.1 Any and all installations, alterations, changes, additions,
partitions, fixtures or improvements to the Premises, other than Tenant's trade
fixtures, including, but not limiting the generality of the foregoing, wall
coverings, tile, linoleum, and power wiring shall be the property of the
Landlord upon any termination of this Lease. Notwithstanding anything herein
contained, Landlord shall be under no obligation to repair, maintain, or insure
such installation, changes, alterations, additions, partitions, fixtures, or
improvements made or installed by, or on behalf of Tenant.
Lien Protection
18.1 Tenant agrees that at no time during the term of this Lease will
Tenant permit a lien or encumbrance of any kind or nature to come into existence
against the Premises or the Building. If at any time a lien or encumbrance is
filed against the Premises, Tenant agrees it will deposit with Landlord in cash
an amount equal to one hundred fifty percent (150%) of the amount of the lien
and shall leave the same on deposit with Landlord until said lien is discharged.
Landlord shall have the option, but not the responsibility, to satisfy any such
lien or encumbrance, and if Landlord pays any such lien or encumbrance, Tenant
shall pay to Landlord as Additional Rent, the amount of such payment on the next
following day when monthly installments of rent are due hereunder. If Landlord
satisfies any such lien or encumbrance, it may make such payment without inquiry
into the accuracy of the amount of such lien or encumbrance or the validity of
the lien or encumbrance.
Insurance
19.1 Tenant shall pay all premiums due in connection with the insurance
Tenant is required to carry under the terms of this Lease and shall furnish
Landlord with copies of paid receipts evidencing the payment thereof. All such
policies shall be written with companies satisfactory to Landlord and authorized
to do business in the State of Colorado. Landlord shall not unreasonably
withhold its consent to the placement of insurance with companies proposed by
Tenant, so long as the proposed companies have a rating of at least B XIII in
the "Best's Key Rating Guide".
19.2 During the term of this Lease, Tenant shall keep the Premises insured
for the protection of Landlord with coverage that is normal to Tenant's business
and Landlord's assignees who shall be so named as additional insured in any such
policies, by maintaining bodily injury and property damage insurance including
blanket contractual liability, broad form property damage, personal injury,
completed operations products liability and fire damage legal liability
insurance on a commercial general liability form. Such insurance shall be
written on a combined single limit basis in an amount of not less than One
Million Dollars ($1,000,000.00) and such higher limits as the Landlord may
reasonably require from time to time. Tenant shall maintain, at his sole cost
and expense, any other form or forms of insurance in amounts and for
<PAGE>
such risks as Landlord may reasonably require from time to time including, but
not limited to, insurance for the full replacement cost of Tenant's personal
property and fixtures located on the Premises on an open perils basis insurance
against "all risks of direct physical loss". Worker's Compensation Insurance as
required by statute including employer's liability insurance shall be in the
limits of $100,000/$500,000/$100,000. All policies of insurance required shall
name Landlord and Tenant as insured and provide that the proceeds of such
insurance shall be payable to Landlord and Tenant, as their interests may
appear. Tenant shall deliver to Landlord not more than thirty (30) days after
execution of this Lease and thereafter at least thirty (30) days prior to
expiration of such policy, Certificates of Insurance evidencing the above
coverage which shall expressly provide that at least thirty (30) days prior
written notice shall be given to Landlord in the event of a material alteration
or cancellation of the coverage.
19.3 If Tenant shall at any time fail, neglect, or refuse to provide and
maintain such insurance, Landlord shall have the option, but shall not be
required, to pay for such insurance and any amounts paid therefore by Landlord
shall be deemed Additional Rent due Landlord and shall be paid by Tenant to
Landlord at the next rental payment date after any such payment, with interest
thereon at the rate of eighteen percent (18%) per annum at the time that such
insurance is obtained.
19.4 Tenant agrees to pay any increase in premiums of insurance carried by
Landlord if, in the reasonable determination of Landlord, such increase is
directly related or caused by Tenant's use of the Premises.
Waiver of Subrogation
20.1 The parties shall obtain from their respective property insurance
carriers Waivers of Subrogation against the other party agents, employees, and
as to Tenant invitees. Neither party shall be liable to the other for any loss
or damage caused by fire or any of the risks enumerated in the standard fire
insurance policy with an extended coverage endorsement if such insurance was
obtainable at the time of such loss or damage.
Casualty Damage
21.1 In the event of fire or other casualty, against which Landlord is
insured, and which is not caused by the negligence of Tenant, Base Rent shall
abate in the proportion that the unusable portion of the Premises as reasonably
determined by Landlord is to the total area of the Premises until the Premises
are rebuilt, and upon receipt by Landlord of such insurance proceeds, Landlord
agrees that it will with reasonable diligence repair the Premises, unless this
Lease is terminated as provided, subject to the provisions of this article.
21.2 If the Premises are damaged or destroyed by any cause whatsoever, and
if, in the reasonable opinion of Landlord, the Premises cannot be rebuilt or
made fit for the purposes of Tenant within one hundred twenty (120) days of the
damage or destruction, Landlord, instead of rebuilding or making the Premises
fit for Tenant, may at its option terminate this Lease by giving Tenant within
sixty (60) days after such damage and destruction, notice of termination, and
thereupon rent and any other payments for which Tenant is obligated shall
terminate as of the date of such damage and Tenant shall immediately deliver up
possession of the Premises to Landlord provided, however, that those provisions
of this Lease which are designated to cover matters of termination and
thereafter, shall survive the termination hereof. In the event Landlord elects
to terminate this Lease pursuant to this clause Landlord shall reimburse Tenant,
within 30 days of receipt of the Landlord's insurance proceeds, the unamortized
portion of the Tenant Improvements.
<PAGE>
Eminent Domain
22.1 If the Premises or a substantial part thereof, shall be taken in
eminent domain, or conveyed under threat of condemnation proceedings, then this
Lease shall forthwith terminate and end upon the taking hereof as if the
original term provided in said Lease expired at the time of such taking. If
only such part or portion of the Premises is taken which would not substantially
and materially interfere with or adversely affect the business of the Tenant
conducted at the Premises, then Landlord, at Landlord's option to be exercised
in writing within thirty (30) days after the taking thereof, may repair, rebuild
or restore the Premises, and this Lease shall continue in effect. If, however,
because of such taking, the Premises should be rendered untenantable or
partially untenantable, then the rent, or a portion thereof, shall abate until
the Premises shall have been restored.
22.2 In the event that an award is made for taking of such property and
parcels of the Premises or the Building in condemnation proceedings, Landlord
shall be entitled to receive and retain the amounts awarded or paid for such
taking or conveyance; provided, however, that Tenant shall be entitled to
receive and retain such amounts as are specifically awarded to it in such
proceedings because of the taking of its furniture, or fixtures, and its
leasehold improvements which have not become a part of the realty. It is
understood and agreed that any amounts specifically awarded in any such taking
for the damage to the business of Tenant, done on the Premises and awarded to it
as a result of interference with the access to the Premises or for any other
damage to said business and trade done at the Premises shall be the property of
Tenant, provided said award does not reduce the award to Landlord.
22.3 It is understood and agreed that in the event of the termination of
this Lease as provided under this paragraph, Tenant shall have no claim against
Landlord for other value of any unexpired term of this Lease and no right or
claim to any part of the award made on account thereof.
Indemnification and Waiver of Certain Claims
23.1 Tenant hereby agrees to indemnify and hold harmless Landlord, its
subsidiaries, directors, officers, agents, attorneys and employees from and
against any and all damage, loss, liability, or expense including, but not
limited to, attorney's fees and legal costs suffered by same directly or by
reason of any claim, suit or judgment brought by or in favor of any person or
persons for damage, loss or expense due to, but not limited to, bodily injury,
including death resulting any time therefrom, and property damage sustained by
such person or persons which arises out of, is occasioned by, or is in any way
attributable to the use of occupancy of the Premises and adjacent areas by
Tenant, the acts or omissions of Tenant, its agents, employees or any
contractors brought onto the Premises by Tenant, except that caused by the sole
negligence of Landlord or its employees and agents. Such loss or damage shall
include, but not be limited to, any injury or damage to Landlord's personnel
(including death resulting anytime therefrom) or real or personal property.
Tenant agrees that the obligations assumed herein shall survive this Lease.
23.2 Landlord shall indemnify, protect, defend and hold Tenant harmless
from and against any and all claims, losses, costs (including without limitation
attorneys' fees) or damages and from liability to any person on account of any
damage to person or property to the extent caused by the negligence or willful
misconduct of Landlord, its employees, directors, officers or agents or the
failure of Landlord to perform its obligations under this Lease.
23.3 Landlord shall not be liable for any damage or injury including
business interruption, either proximate or remote, occurring through or caused
by the carelessness, negligence or improper conduct on the part of any Tenant or
anyone other than Landlord, or for any damage to person or property resulting
from any condition of the Premises or other cause including, but not limited to,
damage occasioned by defective electric wiring, breaking or stoppage of plumbing
or sewer, whether said breakage or stoppage resulted from freezing or otherwise,
not resulting from the negligence of Landlord. Tenant shall give Landlord prompt
notice of any defects in the Premises.
<PAGE>
Right of Entry
24.1 Landlord may, upon reasonable prior notice to Tenant, exhibit the
Premises to prospective tenants during the last twelve (12) months of the term,
and to any prospective purchaser, mortgagee, or assignee of any mortgage on the
property and to others having a legitimate interest at any time in the event of
an emergency, and otherwise at reasonable times, to take any and all measures,
including inspections, repairs, alterations, additions and improvements to the
Premises or the Building, as may be necessary or desirable for the safety,
protection, or the preservation of the Premises or the Building of the
Landlord's possessive interest therein, or as may be necessary or desirable in
the operation or improvement of the Building or in order to comply with all
laws, orders, and requirements of governmental or other authority. Tenant,
pursuant to this Article 24, hereby waives any claim for damages for any injury
to, inconvenience to or interference with Tenant's business, occupancy or quiet
enjoyment of the Premises.
Surrender of Premises
25.1 Tenant agrees to deliver, at the expiration of the term hereof, or
earlier termination, the Premises in good repair and in a state of broom
cleanliness, subject to ordinary wear and tear.
Default by Tenant
26.1 The occurrence of any one or more of the following events shall
constitute a breach of the Lease and default by Tenant:
26.1.1 Failure by Tenant to pay when due any payment of rent or any
other sum required to be paid by Tenant hereunder and such failure to pay
continues for a period of ten (10) days from the date that such sum became due
and payable;
26.1.2 Failure of Tenant to perform any one or more of its covenants
and agreements under this Lease within twenty (20) days after written notice to
Tenant specifying the duties or covenants Tenant has failed to perform;
26.1.3 If Tenant or any guarantor of Tenant's obligations under this
Lease shall file a voluntary petition in bankruptcy or shall be adjudicated
bankrupt or insolvent; or shall take the benefit of any relevant legislation
that may be enforced for bankrupt or insolvent debtors; or shall file any
petition or answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief for itself under any
present or future federal, state, or other statute, law, or regulation; or if
any proceeding shall be taken by Tenant or any Guarantor hereof under any
relevant bankruptcy act in force in any jurisdiction available to Tenant or any
Guarantor; or if any Guarantor hereof shall seek, consent, or acquiesce in the
appointment of any trustee, receiver or liquidator of Tenant or any Guarantor of
all or any substantial part of his properties or of the Premises, or shall make
any general assignment for the benefit of creditors; or if petition shall be
filed against Tenant or any Guarantor seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future federal, state or other statute, law or regulation and shall
remain undismissed for an aggregate of sixty (60) days; or if any trustee,
receiver, or liquidator of Tenant or any Guarantor hereof or of all or any
substantial part of its properties or of the Premises shall be appointed without
the consent of acquiescence of Tenant or any Guarantor and such appointment
shall remain unvacated for an aggregate of sixty (60) days.
<PAGE>
Remedies of Landlord
27.1 All rights and remedies of Landlord enumerated herein shall be
cumulative, and none shall exclude any other right or remedy allowed by law. In
addition to other remedies in this Lease provided, the Landlord shall be
entitled to the restraint by injunction of the violation or attempted violation
of any of the covenants, agreements, or conditions of this Lease.
27.2 Landlord shall have the right, at its election, in the event of a
default by Tenant and upon giving prior written notice if required in Article 26
herein, to:
27.2.1 Institute suit against Tenant to collect each installment of
rent or other sum as it becomes due or to enforce any obligation under this
Lease;
27.2.2 Re-enter and take possession of the Premises and all personal
property therein and remove Tenant and Tenant's agents and employees therefrom,
and either (i) terminate this Lease and sue Tenant for damages or breach and
default under the Lease; or (ii) without terminating the Lease, relet, assign,
or sublet the Premises and personal property as the agent and for the account of
Tenant in the name of Tenant or otherwise on such terms and conditions and for
such rent as Landlord may deem best, and collect (a) the rent therefrom,
provided Landlord shall, in no way, be responsible or liable for any failure to
collect any rent due upon any such re-letting, and (b) an amount equal to the
then present value of the Base Rent and Additional Rent provided in this Lease
for the remainder of the Lease term, less the present rental value of the
Premises for the remainder of the term. In so acting, Landlord shall not be
deemed to have trespassed in any manner, nor shall Landlord's actions be
construed to be a waiver or relinquishment of any of Landlord's right or
remedies. In this event, the rents received on any such reletting shall be
applied first to the expenses of reletting and collecting including, without
limitation, all repossession costs, attorney's fees, court costs, unamortized
broker's commissions, alteration costs, and expenses of preparing the Premises
for re-letting, and thereafter for payment of the rent and any other amounts
payable to Tenant to Landlord. If the sum realized shall not be sufficient to
pay such rent and other charges, Tenant agrees to pay Landlord within five (5)
days after demand any such deficiency as it accrues. Landlord shall use its
best efforts to mitigate its damages.
27.3 In the event Landlord elects to re-enter or take possession of the
Premises, Tenant agrees to quit and peaceably surrender the Premises to
Landlord, and Landlord may enter upon and re-enter the Premises and possess and
repossess itself thereof, by force, summary proceedings, ejectment or otherwise,
and may dispossess and remove Tenant and may have, hold, and enjoy the Premises
and the right to receive all rental income of and from the same. No such re-
entry and taking possession by Landlord shall be construed as an election on
Landlord's part to terminate or surrender this Lease unless Landlord gives
notice to Tenant specifically terminating the Lease, unless a written notice of
such intention is served on Tenant, notwithstanding the service of Demand for
the Payment of Rent and Possession, and Landlord and Tenant expressly agree that
the service of posting of such demand will not constitute an election on the
part of the Landlord to terminate this Lease.
27.4 If Landlord elects to terminate this Lease in accordance with the
provisions herein, Landlord shall be entitled to recover as damages attorney's
fees and costs, the cost of removing Tenant, all costs of refurbishing and
repairing the Premises for reletting, all sums due Landlord by Tenant.
<PAGE>
Landlord's Right to Cure Tenant's Default
28.1 If Tenant shall default in the performance of any covenant or
provision of this Lease to be performed on Tenant's part, Landlord may, after
fifteen (15) days written notice to Tenant, or without notice if in Landlord's
opinion an emergency exists, perform the same for the account and at the expense
of Tenant. If Landlord shall incur any expense, including reasonable attorneys'
fees, in instituting, prosecuting, or defending any action of Tenant, Tenant
shall reimburse Landlord for the amount of such expense with interest at the
rate of eighteen percent (18%) per annum from the date of Landlord's advance or
advances therefore. Should Tenant, pursuant to this Lease, become obligated to
reimburse or otherwise pay Landlord one or more sums of money pursuant to this
Article 28, the amount thereof shall be paid by Tenant to Landlord within five
(5) days of Landlord's written demand therefore, and if Tenant fails to make
such payment, such failure shall be deemed an event as set forth in Article 26
hereof. The provisions hereof shall neither impose a duty on Landlord nor
excuse any failure on Tenant's part to perform or observe any covenant or
condition in this Lease contained on Tenant's part to be performed or observed.
Assignment and Sublease
29.1 Tenant shall not voluntarily or by operation of law assign, license,
transfer, mortgage or otherwise transfer or encumber all or any part of Tenant's
interest in this Lease or in the Premises and shall not sublet or license all or
any part of the Premises, without the prior written consent of Landlord in each
instance, and any attempted assignment, sale, transfer, mortgage, encumbrance or
subletting without such consent, which shall not be unreasonably withheld, shall
be wholly void. The Tenant's rights, duties and obligations under this Lease
may not be assigned or delegated, nor may the Leased Premises be sublet during
the term of this Lease without the prior written consent of the Landlord to such
assignment, delegation or subletting; provided, however, that such consent shall
not be unreasonably withheld by the Landlord if such assignment, delegation or
subletting shall be to a financially responsible assignee, delegatee or
sublessee with proven business expertise and of a profession substantially
similar to that of existing tenants. If Landlord shall consent to a subletting,
the difference, if any, between the Base Rent and Additional Rent as stated
herein and the rent paid by the person subletting the Premises shall be split
between the Tenant and Landlord with the Landlord receiving one-half, in
advance, monthly during the remaining term or options of the Lease.
Notwithstanding the above, Landlord consents to assignment of the lease to a
corporation or other entity in which Tenant holds at least a fifty-one percent
(51%) ownership interest.
29.2 No subletting or assignment, even with the consent of Landlord, shall
relieve Tenant of its obligation to pay the Base Rent and Additional Rent and to
perform all of the other obligations to be performed by Tenant hereunder. The
acceptance of rent by Landlord from any other person shall not be deemed to be a
waiver by Landlord of any subletting, assignment, or other transfer. Consent to
one assignment, subletting or other transfer shall not be deemed to constitute
consent to any subsequent assignment, subletting or other transfer.
Subordination, Estoppel Letter and Attornment
30.1 This Lease is subject and subordinate to all first mortgages or first
deeds of trust which now or hereafter may affect the Premises or the Building,
and Tenant shall execute and deliver upon demand of Landlord any and all
instruments subordinating this Lease, in the manner requested by Landlord, to
any new or existing mortgage or deed of trust. In the event that Tenant's
interest is subordinated, said mortgagee shall agree that it shall not disturb
Tenant's possession, provided that Tenant is not in default under the terms and
conditions of this Lease. Further, Tenant shall at any time and from time to
time, upon not less than ten (10) days prior written notice from Landlord,
execute, acknowledge, and deliver to Landlord a statement in
<PAGE>
writing certifying that this Lease is unmodified and in full force and effect
(or, if modified, stating the nature of such modification and certifying that
this Lease as so modified, is in full force and effect) and the dates to which
rent and other charges are paid in advance, if any, and acknowledging that there
are not, to the Tenant's knowledge, any uncured defaults on the part of the
Landlord hereunder, or specifying such defaults, if any are claimed, or
acknowledging to any mortgagee that Tenant will not modify or amend this Lease
without consent of such mortgagee, and certifying as to such other matters
Landlord may reasonably request.
30.2 In the event that Landlord or its principal sells, conveys, transfers
or grants the Building or the Premises to any person, firm, corporation,
company, or entity during the term hereby demised, Tenant agrees to attorn to
such new owner and Landlord and its principal shall be released from performance
hereunder.
Quiet Enjoyment
31.1 So long as the Tenant shall observe and perform those covenants and
agreements binding on it hereunder, the Tenant shall, at all times during the
term herein granted, peacefully and quietly have and enjoy possession of the
Premises without any encumbrance or hindrance by, from, or through Landlord.
Holding Over
32.1 Unless otherwise agreed to in writing by Landlord and Tenant, if
Tenant retains possession of the Premises or any part thereof after the
termination of the term, such holding over shall be deemed to be tenancy from
month-to-month at a monthly rental equal to one hundred and twenty percent
(120%) of the monthly installment of base rent due under the terms of the Lease
from the month next preceding the commencement of the holdover period, and
Tenant shall remain liable for all other payments provided for hereunder, and
such holding over shall be subject to all of the other terms and conditions of
the Lease. In addition to rent, Tenant agrees to pay the Landlord for all
damages, consequential as well as direct, sustained by Landlord resulting or
arising from Tenant's possession. No such holding over shall be deemed to
constitute a renewal or extension of the term of the Lease.
Notices
33.1 Any notice required or permitted hereunder or which any party elects
to give shall be in writing and delivered either personally to the other party
or the other party's authorized agent set forth below (or as changed by written
notice), or by depositing such notice in the United States Certified Mail,
Return Receipt Requested, postage fully prepaid, to the person at the address
set forth below, or to such other address as either party may later designate in
writing:
Landlord: Executive Tower of Colorado Springs, LLC
c/o The Equity Group
90 South Cascade Avenue, Suite 1500
Colorado Springs, CO 80903
Tenant: Cheap Tickets, Inc.
1440 Kapiolani Boulevard, Suite 800
Honolulu, Hawaii 96814
<PAGE>
Definition of Landlord
34.1 The term "Landlord" as used in this Lease, so far as covenants or
agreements on the part of the Landlord are concerned, shall be limited to mean
and include only the owner or owners of the Landlord's interest in this Lease at
the time in question, and in the event of any transfer or transfers of such
interest, the Landlord herein named (and in case of any subsequent transfer,
then transferor) shall be automatically freed and relieved from and after the
date of such transfer of all liability as respects the performance of any
convenants or agreements on the part of the Landlord contained in this Lease
thereafter to be performed and provided Landlord is not in default hereunder,
and provided transferee assumes in writing Landlord's obligations under this
Lease.
Waiver
35.1 No waiver or any breach of any one of the agreements, terms,
conditions, or convenants of this Lease by Landlord or Tenant shall be deemed to
imply or constitute a waiver of any other agreement, term, condition, or
covenant of this Lease. The failure of either party to insist on strict
performance of any agreement, term, condition, or covenant, herein set forth,
shall not constitute or be construed as a waiver of the rights of either or of
the other thereafter to enforce any other default of such agreement, term,
condition, or covenant; neither shall such failure to insist upon strict
performance be deemed sufficient grounds to enable either party hereto to forego
or subvert or otherwise disregard any other agreement, term, condition, or
covenant of the Lease.
Successor
36.1 All of the agreements, terms, conditions, and covenants set forth in
this Lease shall inure to the benefit of and be binding upon the heirs, legal
representatives, successors, executors, and assigns of the parties, except that
no assignment or subletting by Tenant in violation of the provisions of this
Lease shall vest any rights in the assignee or in the sublessee.
Corporate Resolution
37.1 If a corporation executes this Lease as a Tenant, Tenant shall
promptly provide Landlord with certified corporate resolutions attesting to the
authority of the of ficers to execute this Lease on behalf of such corporation.
Enforcement of Lease - Attorney's Fees
38.1 In the event that either Landlord or Tenant commences any action for
the enforcement of or arising out of a breach of the terms or this Lease, then
the party who is awarded judgment in such action shall be awarded, in addition
to any other award made thereof, an amount to be fixed by the Court for court
costs and reasonable attorney's fees.
Invalidity of Particular Provisions
39.1 If any clause or provision of this Lease is or becomes illegal,
invalid, or unenforceable because of present or future laws or any rule,
decision, or regulation of any governmental body or entity, the intention of the
parties hereto is that the remaining parts or provisions of this Lease shall not
be affected thereby.
<PAGE>
Article Headings
40.1 The article headings throughout this Lease are for convenience and
reference only, and the words contained therein shall in no way be held to
explain, modify, amplify or aid in the interpretation, construction, or meanings
of the provisions of this Lease.
Governing Law
41.1 This Lease shall be deemed to have been made and shall be construed in
accordance with the laws of the State of Colorado.
Time
42.1 Time is of the essence hereof, and each party shall perform its
obligations and conditions hereunder within the time hereby required.
Recording of Lease
43.1 This Lease shall not be recorded by either Landlord or Tenant without
prior written consent of the other.
First Right of Refusal
44.1 Tenant shall have the first right of refusal to expand into any space
on the eighth floor of the Building which becomes available during the term of
this Lease.
44.2 Tenant shall have use of the eighth floor computer room at no charge
for as long as Western Pacific Airlines leases said space. Upon Western Pacific
Airlines' vacating the eighth floor, Landlord and Tenant shall execute an
addendum to this Lease whereby Tenant shall pay Landlord for all areas used
directly or indirectly on said eighth floor at a rental rate equivalent to the
rate per square foot Tenant is paying for lease of the seventh floor. Landlord
at Landlord's expense shall make the computer room accessible from the common
area.
Early Termination
45.1 Tenant shall have a one time option to terminate the Lease after six
(6) months. Within the first six (6) months of the lease Tenant shall give
Landlord at least thirty (30) days written notice of Tenant's intent to
terminate this Lease as provided for herein and Tenant shall deliver up
possession of the Premises to Landlord in accordance with such notice of
termination. In event Tenant fails to provide Landlord with said written notice
within the first six months of the Lease, this early termination option shall no
longer apply and Tenant shall be obligated for the remaining term of the Lease.
Training Space
46.1 Landlord shall provide, subject to availability, Tenant with adequate
training space within the Building at a rental rate equivalent to Tenant's
existing rental rate on the Demised Premises. All furniture, fixtures and
equipment incidental to and required in said training space shall be provided by
Tenant.
Exculpation
47.1 Notwithstanding anything to the contrary contained herein, Landlord's
liability under this Lease shall be limited strictly to its interest in the
Building.
<PAGE>
Rules and Regulations
48.1 Tenant agrees that Tenant, Tenant's employees and agents or any others
permitted by Tenant to occupy or enter the Premises shall abide by the rules and
regulations attached hereto as Exhibit "B" and made a part hereof. Landlord
shall have the right to amend, modify, or change in any way the rules and
regulations provided that said amendments are not inconsistent with the terms of
this Lease, and Tenant agrees to comply with all such rules and regulations upon
notice from Landlord thereof. A breach of any of such rules or regulations
shall be deemed a default under the Lease and Landlord shall have all remedies
as set forth in Article 27.
Parking
49.1 Tenant and its employees and invitees shall have the non-exclusive
privilege to use non-reserved parking spaces in common with other tenants of
Landlord. Tenant agrees not to overburden the parking facilities and agrees to
cooperate with Landlord and other tenants in the use of parking facilities.
Landlord reserves the right in its discretion to determine whether parking
facilities are becoming crowded and, in such event, to allocate specific parking
spaces among Tenant and other tenants of the Building and to take any other
steps necessary to correct such condition.
Signs
50.1 Tenant shall not install any signs, window lettering or other
advertisement in, upon or around the Premises without the prior written approval
of Landlord which shall not be unreasonably withheld. Landlord shall have
absolute discretion in approving or disapproving any proposed sign.
50.2 Landlord shall provide and install, at Tenant's cost, all letters or
numerals on doors in the Premises; all such letters and numerals shall be in the
Building's standard graphics, and no other shall be used or permitted on the
Premises without Landlord's express written approval.
50.3 Tenant at Tenant's expense shall be listed on the building lobby
directory. Tenant shall also be permitted to install, at Tenant's expense, a
building standard sign outside Tenant's entry door.
50.4 No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed, printed or affixed on or to any part of the outside or
inside of the Building without the written consent of Landlord first had and
obtained and Landlord shall have the right to remove any such sign, placard,
picture, advertisement, name or notice without notice to and at the expense of
Tenant. Tenant shall not place anything or allow anything to be placed near the
glass of any window, door, partition or wall which may appear unsightly from
outside the Premises; provided, however, that Landlord may furnish and install a
Building standard window covering at all exterior windows. Tenant shall not
without prior written consent of Landlord cover or otherwise sunscreen any
window. Said consents shall not be unreasonably withheld.
50.5 All signage shall be subject to City sign ordinances.
Brokers
51.1 Tenant represents and warrants that it has only dealt with Equity
Realty & Investment Company, Inc. as broker/agent in connection with this
transaction and that no broker, agent or other person brought this transaction
other than Equity Realty & Investment Company,
<PAGE>
Inc. and Tenant agrees to indemnify and hold Landlord harmless from and against
any claims by any broker, agent, or other person claiming a commission or other
form of compensation by virtue of having dealt with Tenant with regard to this
Leasing transaction. Equity Realty & Investment Company, Inc. represents the
Landlord in this transaction. The provisions of this Article shall survive the
termination of the Lease.
Entire Agreement
52.1 This Lease constitutes the entire agreement of the parties hereto. No
representations, promises, terms, conditions, obligations or warranties
whatsoever referring to the subject matters hereof, other than those expressly
set forth herein, shall be of any binding legal force or effect whatsoever. No
modification, change, or alteration of this Lease shall have legal force or
effect whatsoever unless in writing, signed by all parties hereto.
Attachments
Exhibit A - Floor Plan
Exhibit B - Rules and Regulations
Exhibit C - Tenant Finish Specifications
IN WITNESS WHEREOF, the Parties hereto execute this Lease the day and year
first above written.
LANDLORD: Executive Tower of Colorado Springs, LLC
By: /s/ Danny Mientka
-----------------------------------------------
Danny Mientka
Agent for Landlord
TENANT: Cheap Tickets, Inc.
By: /s/ Michael J. Hartley
-----------------------------------------------
Michael J. Hartley
Title: President & Chief Operating Officer
-------------------------------------------
<PAGE>
EXHIBIT "A"
FLOOR PLAN
Lease Dated March 31st, 1998
LANDLORD: Executive Tower of Colorado Springs, LLC
TENANT: Cheap Tickets, Inc.
LANDLORD'S ADDRESS: c/o The Equity Group
90 South Cascade Avenue, Suite 1500
Colorado Springs, CO 80903
TENANT'S ADDRESS: 2864 South Circle Drive, Suite 700
Colorado Springs, CO 80906
[Diagram Description: The floor plan of the 7th floor of Executive Tower at
2864 South Circle Drive, Colorado Springs, Colorado]
<PAGE>
EXHIBIT "B"
RULES AND REGULATIONS
Lease Dated March 31st, 1998
LANDLORD: Executive Tower of Colorado Springs, LLC
TENANT: Cheap Tickets, Inc.
The rules and regulations set forth in this Exhibit shall be and hereby are
made a part of the Lease to which they are attached. Whenever the term "Tenant"
is used in these rules and regulations, it shall be deemed to include Tenant,
its employees or agents, and any other persons permitted by Tenant to occupy or
enter the Building. The following rules and regulations may from time to time
be modified by Landlord in the manner set forth in Article 46 of the Lease.
1. OBSTRUCTION. The sidewalks, entries, passages, corridors, halls, lobbies,
stairways, elevators and other common facilities of the Building shall be
controlled by Landlord and shall not be obstructed by Tenant or used for any
purpose other than ingress or egress to and from the Premises. Tenant shall not
place any item in any of such locations, whether or not any such item
constitutes an obstruction, without the prior written consent of Landlord.
Landlord shall have the right to remove any obstruction or any such item without
notice to Tenant and at the expense of Tenant.
2. ORDINARY BUSINESS HOURS. The ordinary business hours of the Building shall
be from 8:00 A.M. to 5:00 P.M., Monday through Friday of each week, excluding
the legal holidays of New Year's Day, President's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Tenant shall
have access to the Building 24 hours per day, 365 days per year.
3. DELIVERIES. Tenant shall insure that all deliveries of supplies to the
Premises shall be made only upon the elevator designated by Landlord for
deliveries and only during the ordinary business hours of the Building. If any
person delivering supplies to Tenant damages the elevator or any other part of
the Building, Tenant shall pay to Landlord upon demand the amount required to
repair such damage.
4. MOVING. Furniture and equipment shall be moved in or out of the Building
only upon prior notice to and with the written approval of Landlord and only
upon the elevator designated by Landlord for deliveries and then only during
such hours and in such manner as may be prescribed by Landlord. Landlord shall
have the right to approve or disapprove the movers or moving company employed by
Tenant (said approval shall not be unreasonably withheld) and Tenant shall cause
such movers to use only the loading facilities and elevator designated by
Landlord. If Tenant's movers damage the elevator or any other part of the
Building, Tenant shall pay to Landlord upon demand the amount required to repair
such damage.
5. HEAVY ARTICLES. No safe or article, the weight of which may, in the
reasonable opinion of Landlord, constitute a hazard or damage to the Building or
its equipment, shall be moved into the Premises. Safes and other heavy
equipment, the weight of which will not constitute a hazard or damage the
Building or its equipment shall be moved into, from or about the Building only
upon prior notice to and with the written approval of Landlord and only during
such hours and in such manner as shall be prescribed by Landlord, and Landlord
shall have the right to designate the location of such articles in the Premises.
6. NUISANCE. Tenant shall not do or permit anything to be done on the
Premises or in the Building or bring or keep anything therein which would in
anyway constitute a nuisance or waste, or obstruct or interfere with the rights
of other tenants of the Building, or in anyway injure or annoy them, or conflict
with the laws relating to fire, or with any regulations of the fire department,
or with any insurance policy upon the Building or any part thereof, or conflict
with any of the laws, codes, rules or ordinances of any governmental authority
having jurisdiction over the Building.
<PAGE>
7. BUILDING SECURITY. Landlord may restrict access to and from the Premises
and the Building outside the ordinary business hours of the Building for reasons
of building security. Landlord may require identification of persons entering
and leaving the Building and, for this purpose, may issue building passes to
tenants of the Building.
8. PASS KEY. The Building Manager may at all times keep a pass key to the
Premises, and he and other agents of the Landlord shall at all times be allowed
admittance to the Premises.
9. LOCKS AND KEYS FOR PREMISES. No additional lock or locks shall be placed
by Tenant on any door in the Building and no existing lock shall be changed
unless written consent of Landlord shall first have been obtained. A reasonable
number of keys to the Premises, the Building, and the toilet rooms locked by
Landlord will be furnished by Landlord, and Tenant shall not have any duplicate
keys made. At the termination of this tenancy Tenant shall promptly return to
Landlord all keys to offices, Building and toilet rooms.
10. USE OF WATER FIXTURES. Water closets and other water fixtures shall not be
used for any purpose other than that for which the same are intended, and any
damage resulting to the same from misuse on the part of the Tenant or its guests
or employees shall be paid for by Tenant. No person shall waste water in any
manner.
11. NO ANIMALS; EXCESSIVE NOISE. With the exception of seeing eye dogs for the
blind, no animals shall be allowed in the offices, halls, corridors and
elevators of the Building. No person shall disturb the occupants of this or
adjoining buildings or space by the use of any radio or musical instrument or by
the making of loud or improper noises.
12. BICYCLES. Bicycles or other vehicles shall not be permitted anywhere
inside or on the sidewalks outside of the Building, except in those areas
designated by Landlord for bicycle parking.
13. TRASH. Tenant shall not allow anything to be placed on the outside of the
Building, nor shall anything be thrown by Tenant out of the windows or doors, or
down the corridors, elevator shafts, or ventilating ducts or shafts of the
Building. All trash shall be placed in receptacles provided by Tenant on the
Premises or in any receptacles provided by Landlord for the Building.
14. WINDOWS. No window shades, blinds, screens or draperies will be attached
or detached by Tenant and no awnings shall be placed over the windows without
Landlord's prior written consent. Tenant agrees to abide by Landlord's rules
with respect to maintaining uniform curtains, draperies and linings at all
windows and hallways so that the Building will present a uniform exterior
appearance. Tenant will use its best efforts to have all curtains, draperies
and blinds closed at the end of each day in order to help conserve energy.
Except in case of fire or other emergency, Tenant shall not open any outside
window because the opening of windows interferes with the proper function of the
Building heating and air conditioning systems.
15. HAZARDOUS OPERATIONS AND ITEMS. Tenant shall not install or operate any
steam or gas engine or boiler, or carry on any mechanical business in the
Premises without Landlord's prior written consent, which consent may be withheld
in Landlord's absolute discretion. The use of oil, gasoline, noxious gas,
inflammable or combustible liquids or material for heating, lighting or any
other purpose is expressly prohibited. Explosives or other articles deemed
extra hazardous shall not be brought into the Building. Tenant shall not use
any method of heating, cooling, or air conditioning of the Premises other than
that supplied by Landlord.
<PAGE>
16. HOURS FOR REPAIRS, MAINTENANCE AND ALTERATIONS. Any repairs, maintenance
and alterations required or permitted to be done by Tenant under the Lease shall
be done only during the ordinary business hours of the Building unless Landlord
shall have first consented in writing to such work being done outside of such
times. If Tenant desires to have such work done by Landlord's employees on
Saturday, Sundays, holidays or weekdays outside of ordinary business hours,
Tenant shall pay the extra cost of such labor.
17. NO DEFACING OF PREMISES. Except as permitted by Landlord, Tenant shall not
mark upon, paint signs upon, cut, drill, drive nails or screws into, or in any
way deface the walls, ceilings, partitions or floors of the Premises of the
Building, and defacement, damage or injury caused by Tenant shall be paid for by
Tenant.
18. CHAIR PADS. During the entire term of the Lease, Tenant shall, at its
expense, install and maintain under all chairs a chair pad or carpet casters to
protect the carpeting.
19. SOLICITATION, FOOD AND BEVERAGES. Landlord reserves the right to restrict,
control or prohibit canvassing, soliciting and peddling within the Building.
Tenant shall not grant any concession, licenses or permission for the sale or
taking of orders for food, beverages, services or merchandise in the Building,
nor install nor permit the installation or use of any machine or equipment for
dispensing food, beverages, services or merchandise, nor permit the preparation,
serving, distribution or delivery of food, beverages, services or merchandise
without the written approval of Landlord and in compliance with arrangements
prescribed by Landlord. No cooking shall be done or permitted by any tenant in
the Building.
20. UNDESIRABLE OCCUPANTS. Landlord reserves the right to exclude or expel
from the Building any person who, in the judgment of Landlord, is intoxicated or
under the influence of liquor or drugs, or who shall in any manner do any act in
violation of any of the rules and regulations of the Building.
21. ELECTRICIANS. Landlord will direct electricians as to where and how
telephone and telegraph wires are to be introduced. No boring or cutting for
wires will be allowed without the written consent of the Landlord. The location
of telephones, call boxes and other office equipment affixed to the Premises
shall be subject to the written approval of Landlord (said approval shall not be
unreasonably withheld).
22. LANDLORD CONTROL OF PUBLIC AREAS. Landlord shall have the right to control
and operate the public portions of the Building, and the public facilities, and
heating and air conditioning, as well as facilities furnished for the common use
of the tenants, in such manner as it deems best for the benefit of the tenants
generally.
23. AFFIXED OBJECTS. Landlord shall approve in writing the method of
attachment of any objects affixed to walls, ceilings, or doors.
24. SMOKING. No smoking is permitted in any portion of the Building,
including, but not limited to restrooms, hallways, elevators, break rooms,
tenants space, lobby and corridors. Smoking is only permitted outside the north
rear door of the Building.
<PAGE>
25. ALTERATIONS AND/OR ADDITIONS. All contractors hired by Tenant to perform
alterations, additions, or repairs to the Premises must be licensed and insured
and a copy of the Insurance Certificates must be provided to the Landlord before
any work commences. The following copies are required for all contractors and
sub-contractors:
a. License of each trade.
b. Liability Insurance
c. Lien Waivers
d. Workmen's Compensation
e. Building permit from proper authorities
f. All other information and or copies required by Landlord.
Landlord has the sole responsibility of approving all alterations, additions,
and/or repairs and the selection of carpet (including quality and color), paint
(including quality and color), doors, door hardware, light fixtures and any
other changes to Landlord's property.
END OF EXHIBIT "B"
<PAGE>
EXHIBIT "C"
TENANT FINISH SPECIFICATIONS
Lease Dated March 31st, 1998
LANDLORD: Executive Tower of Colorado Springs, LLC
TENANT: Cheap Tickets, Inc.
I. Landlord shall provide Tenant Improvements based upon a scaled floor plan
design which shall be mutually agreed upon between Landlord and Tenant.
Tenant Finish Specifications are to be as follows:
A. Patch and repair walls as needed for paint;
B. Paint 100% of the Demised Premises;
C. Change all light shields;
D. Relamp all light bulbs;
E. Replace all windows with broken seals;
F. Clean 100% of carpeted areas;
G. Rekey the Premises;
H. General cleaning of kitchen to include striping and waxing of all VCT
flooring.
II. Tenant, at Tenant's expense, shall provide all other Tenant Improvements
and required labor and materials.
<PAGE>
ADDENDUM TO LEASE
Addendum to Lease dated this 31st day of March, 1998, by and between
Executive Tower of Colorado Springs, LLC ("Landlord"), and Cheap Tickets, Inc.
("Tenant").
WHEREAS, Landlord and Tenant have entered into a Lease of even date;
WHEREAS, the parties wish to add paragraph 11.3 to said Lease.
NOW, THEREFORE, based on good and valuable consideration and the mutual
covenants contained in this Addendum to Lease, the parties agree as follows:
1. The Lease shall be amended to add paragraph 11.3 to read as follows:
"11.3. Landlord acknowledges Tenant operates seven (7) days a week with
hours which exceed the ordinary business hours of the Building. Tenant shall
not be accessed additional energy or service charges because of its days and
hours of operation."
2. All other provisions of the Lease shall remain in full force and
effect.
LANDLORD: Executive Tower of Colorado Springs, LLC
By: /s/ Danny Mientka
------------------------------------------
Danny Mientka
Agent for Landlord
TENANT: Cheap Tickets, Inc.
By: /s/ Michael J. Hartley
---------------------------------------------
Michael J. Hartley
TITLE: President & Chief Operating Officer
------------------------------------------
<PAGE>
ADDENDUM
--------
This Agreement dated this 29th day of May, 1998, by and between Executive
Tower of Colorado Springs, LLC (the "Landlord") and Cheap Tickets, Inc. (the
"Tenant");
WHEREAS, the parties hereto did enter into a certain Lease Agreement under
the date of March 31, 1998 (the "Lease"), relating to certain office space known
as 2864 South Circle Drive, Suite 700, Colorado Springs, Colorado 80906; and
WHEREAS, Tenant desires to lease additional space within the Building for
purpose of Storage;
NOW THEREFORE, the parties hereby agree to modify the Lease as follows:
1. Commencing May 1, 1998, and continuing on a month to month basis for an
indefinite period of time hereafter, Tenant shall lease approximately 725
rentable square feet (630 usable square feet) of space known as Suite 430
for Storage.
2. Either party may terminate Tenant's lease of said space by delivery to the
other party of thirty (30) days written notice of intent to terminate at
which time Tenant shall deliver up possession of the Premises to Landlord
in accordance with such notice of termination.
3. In consideration for the aforementioned additional space, Tenant shall pay
to Landlord, commencing May 1, 1998, Monthly Base Rent of $120.83.
4. In addition to Base Rent, Tenant shall pay monthly estimates of Common Area
Costs based upon the current estimated rate of $4.30 per square foot.
5. All other terms and conditions of said Lease shall continue in full force
and effect.
LANDLORD: TENANT:
Executive Tower of Cheap Tickets, Inc.
Colorado Springs, LLC
By: /s/ Danny Mientka By: /s/ Joan W. Gillett
----------------------------- -------------------------------
Danny Mientka
Agent for Lanlord Title: Reservations Manager
------------------------------