Exhibit 10.5(i)
BUSINESS LEASE
This lease, dated September 1, 2000, is between Gary H. Schlatter, 2901
South Tejon Street LLC, as Landlord, and OraLabs, Inc., as Tenant.
In consideration of the payment of the rent and the performance of the
covenants and agreements by the Tenant set forth herein, the Landlord does
hereby lease to the Tenant the following described premises situate in entire
building, Arapahoe County, in the State of Colorado, the address of which is
2901 South Tejon Street, Englewood, Colorado 80110.
Said premises, with all the appurtenances, are leased to the Tenant from
the date of September 1, 2000, until the date of August 31, 2005 at and for a
rental for the full term of $96,000 per year, payable in monthly installments of
$8,000.00*, in advance, on the 1st day of each calendar month during the term of
this lease, payable at 2901 South Tejon Street, Englewood, Colorado 80110,
without notice.
THE TENANT, IN CONSIDERATION OF THE LEASING OF THE PREMISES AGREES AS
FOLLOWS:
1. The Tenant shall pay the rent for the premises above-described.
2. The Tenant shall, at the expiration of this lease, surrender the
premises in as good a condition as when the Tenant entered the premises,
ordinary wear and tear excepted. The Tenant shall keep all sidewalks on and
around the premises free and clear of ice and snow; keep the entire exterior
premises free from all litter, dirt, debris and obstructions; and keep the
premises in a clean and sanitary condition as required by the ordinances of the
city and county in which the property is situate.
3. The Tenant shall not sublet any part of the premises, nor assign the
lease, or any interest therein, without the written consent of the Landlord.
4. The Tenant shall use the premises only as manufacturing, distributing,
warehouse and office and shall not use the premises for any purposes prohibited
by the laws of the United States or the State of Colorado, or of the ordinances
of the city or town in which said premises are located, and shall neither permit
nor suffer any disorderly conduct, noise or nuisance having a tendency to annoy
or disturb any persons occupying adjacent premises.
5. The Tenant shall neither hold, nor attempt to hold, the Landlord, its
agents, contractors and employees, liable for any injury, damage, claims or loss
to person or property occasioned by any accident, condition or casualty to,
upon, or about the premises including, but not limited to, defective wiring, the
breaking or stopping of the plumbing or sewage upon the premises, unless such
accident, condition or casualty is directly caused by intentional or reckless
acts or omission of the Landlord. Notwithstanding any duty the Landlord may have
hereunder to repair or maintain the premises, in the event that the improvements
upon the premises are damaged by the negligent, reckless or intentional act or
omission of the Tenant or any employees, agents, invitees, licensees or
contractors, the Tenant shall bear the full cost of such repair or replacement.
The Tenant shall hold Landlord, Landlord's agents and their respective
successors and assigns, harmless and indemnified from all injury, loss, claims
1
<PAGE>
or damage to any person or property while on the demised premises or any other
part of Landlord's property, or arising in any way of Tenant's business, which
is occasioned by an act or omission of Tenant, its employees, agents, invitees,
licensees or contractors. The Landlord is not responsible for any damage or
destruction to the Tenant's personal property.
6. The Tenant shall neither permit nor suffer said premises, or the walls
or floors thereof, to be endangered by overloading, nor said premises to be used
for any purpose which would render the insurance thereon void or the insurance
risk more hazardous, nor make any alterations in or changes in, upon, or about
said premises without first obtaining the written consent of the Landlord.
7. The Tenant shall obtain and keep in full force, at Tenant's expense,
fire and liability insurance as may be reasonably required by the Landlord.
Tenant shall provide copies of such insurance policies upon the Landlord's
request.
8. The Tenant shall permit the Landlord to place a "For Rent" sign upon the
leased premises at any time after sixty (60) days before the end of this lease.
9. The Tenant shall allow the Landlord to enter upon the premises at any
reasonable hour.
IT IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN LANDLORD AND TENANT AS FOLLOWS:
10. The Tenant shall be responsible for paying the following: |X|Electric
|X|Gas |X|Water |X|Sewer |X|Phone |X|Refuse Disposal |X|Janitorial Services
|_|Other All Expenses. The |_|Landlord |X|Tenant agrees to keep all the
improvements upon the premises, including but not limited to, structural
components, interior and exterior walls, floors, ceiling, roofs, sewer
connections, plumbing, wiring and glass in good maintenance and repair at their
expense. In the event the Landlord is responsible for repair of the premises,
the Tenant shall be obliged to notify the Landlord of any condition upon the
premises requiring repair and the Landlord shall be provided a reasonable time
to accomplish said repair.
11. No assent, express or implied, to any breach or default of any one or
more of the agreements hereof shall be deemed or taken to be a waiver of any
succeeding or other breach or default.
12. If, after the expiration of this lease, the Tenant shall remain in
possession of the premises and continue to pay rent without a written agreement
as to such possession, then such tenancy shall be regarded as a month-to-month
tenancy, at a monthly rental, payable in advance, equivalent to the last month's
rent paid under this lease, and subject to all the terms and conditions of this
lease.
13. If the premises are left vacant and any part of the rent reserved
hereunder is not paid, then the Landlord may, without being obligated to do so,
and without terminating this lease, retake possession of the said premises and
rent the same for such rent, and upon such conditions as the Landlord may think
best, making such changes and repairs as may be required, giving credit for the
amount of rent so received less all expenses of such changes and repairs, and
the Tenant shall be liable for the balance of the rent herein reserved until the
expiration of the term of this lease.
2
<PAGE>
14. The Landlord acknowledges receipt of a deposit in the amount of $ 0 to
be held by the Landlord for the faithful performance of all of the terms,
conditions and covenants of this lease. The Landlord may apply the deposit to
cure any default under the terms of this lease and shall account to the Tenant
for the balance. The Tenant may not apply the deposit hereunder to the payment
of the rent reserved hereunder or the performance of other obligations.
15. If the Tenant shall be in arrears in payment of any installment of
rent, or any portion thereof, or in default of any other covenants or agreements
set forth in this lease, and the default remains uncorrected for a period of
three (3) days after the Landlord has given written notice thereof pursuant to
applicable law, then the Landlord may, at the Landlord's option, undertake any
of the following remedies without limitation: (a) declare the term of the lease
ended; (b) terminate the Tenant's right to possession of the premises and
reenter and repossess the premises pursuant to applicable provisions of the
Colorado Forcible Entry and Detainer Statute; (c) recover all present and future
damages, costs and other relief to which the Landlord is entitled; (d) pursue
breach of contract remedies; and/or (e) pursue any and all available remedies in
law or equity. In the event possession is terminated by a reason of default
prior to expiration of the term, the Tenant shall be responsible for the rent
occurring for the remainder of the term, subject to the Landlord's duty to
mitigate such damages. Pursuant to applicable law [13-40-104(d.5), (e.5) and
13-40-107.5, C.R.S.] which is incorporated by this reference, in the event
repeated or substantial default(s) under the lease occur, the Landlord may
terminate the Tenant's possession upon a written Notice to Quit, without a right
to cure. Upon such termination, the Landlord shall have available any and all of
the above-listed remedies.
16. If the property or the premises shall be destroyed in whole or in part
by fire, the elements, or other casualty and if, in the sole opinion of the
Landlord, they cannot be required within ninety (90) days from said injury and
the Landlord informs the Tenant of said decision; or if the premises are damaged
in any degree and the Landlord informs the Tenant it does not desire to repair
same and desires to terminate this lease; then this lease shall terminate on the
date of such injury. In the event of such termination, the Tenant shall
immediately surrender the possession of the premises and all rights therein to
the Landlord; shall be granted a license to enter the premises at reasonable
times to remove the Tenant's property; and shall not be liable for rent accruing
subsequent to said event. The Landlord shall have the right to immediately enter
and take possession of the premises and shall not be liable for any loss, damage
or injury to the property or person of the Tenant or occupancy of, in or upon
the premises.
If the Landlord repairs the premises within ninety (90) days, this lease
shall continue in full force and effect and the Tenant shall not be required to
pay rent for any portion of said ninety (90) days during which the premises are
wholly unfit for occupancy.
17. In the event any dispute arises concerning the terms of this lease or
the non-payment of any sums under this lease, and the matter is turned over to
an attorney, the party prevailing in such dispute shall be entitled , in
addition to other damages or costs, to receive reasonable attorneys' fees from
the other party.
18. In the event any payment required hereunder is not made within ten (10)
days after the payment is due, a late charge in the amount of 18 % of the
payment will be paid by the Tenant.
19. In the event of a condemnation or other taking by any governmental
agency, all proceeds shall be paid to the Landlord hereunder, the Tenant waiving
all right to any such payments.
20. This lease is made with the express understanding and agreement that in
the event the Tenant becomes insolvent, the Landlord may declare this lease
ended, and all rights of the Tenant hereunder shall terminate and cease.
3
<PAGE>
21. The Tenant and the Landlord further agree:
This lease shall be subordinate to all existing and future security
interests on the premises. All notices shall be in writing and be personally
delivered or sent by first class mail, unless otherwise provided by law, to the
respective parties. If any term or provision of this lease shall be invalid or
unenforceable, the remainder of this lease shall not be affected thereby and
shall be valid and enforceable to the full extent permitted by law. This lease
shall only be modified by amendment signed by both parties. This lease shall be
binding on the parties, their personal representatives, successors and assigns.
When used herein, the singular shall include the plural.
Attest: /s/ Emile Jordan, CFO September 1, 2000
----------------------------- -----------------
Date
-----------------
Date
Attest: /s/ Gary H. Schlatter September 1, 2000
----------------------------- -----------------
Date
-----------------
Date
GUARANTEE
For value received, I guarantee the payment of the rent and the performance
of the covenants and agreements by the Tenant in the within lease.
---------------------------- ----------------------------
Signature Date
ASSIGNMENT AND ACCEPTANCE
For value received _________________________ , assignor, assigns all right,
title and interest in and to the within lease to _________________________ ,
assignee, the heirs, successors and assigns of the assignee, with the express
understanding and agreement that the assignor shall remain liable for the full
payment of the rent reserved and the performance of all the covenants and
agreements made in the lease by the Tenant. The assignor will pay the rent and
fully perform the covenants and agreements in case the assignee fails to do so.
In consideration of this assignment, the assignee assumes and agrees to make all
the payments and perform all the covenants and agreements contained in the lease
and agreed to by the Tenant.
------------------------------------ ----------------------------------
Assignor Date Assignee Date
4
<PAGE>
CONSENT OF ASSIGNMENT
Consent to the assignment of the within lease to __________________________
is hereby given, on the express condition, however, that the assignor shall
remain liable for the prompt payment of the rent and performance of the
covenants on the part of the Tenant as herein mentioned, and that no further
assignment of said lease or sub-letting of the premises, or any part thereof,
shall be made without further written agreement.
--------------------------------- -----------------------------------
Signature Date Signature Date
LANDLORD'S ASSIGNMENT
In consideration of One Dollar, in had paid, I hereby assign to
_____________________________________ my interest in the within lease, and the
rent therein reserved.
------------------------------------
Landlord Date
*Rate is $6.00 per square foot nnn x 16,000 square feet.
5
