Exhibit 10.37
SECOND AMENDMENT AND EXTENSION OF LEASE AGREEMENT
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THIS SECOND AMENDMENT ENSION OF LEASE AGREEMENT, made and entered into
this 22nd day of September, 2003, by and between CB Partners Limited
Partnership, an Ohio limited partnership (hereinafter referred to as "Landlord")
and KarINet, Inc., an Ohio corporation (hereinafter referred to as "Tenant").
WHEREAS, a Lease dated January 30, 2001 (hereinafter referred to as
"Lease") was entered into between Landlord and Tenant in which Tenant leased
approximately 6,376 square feet of the space from Landlord identified as Suite
100 (the "Premises") on the first floor of a certain premises in the Building
known as 525 Metro Place North, Dublin, Ohio, 43017.
WHEREAS, Landlord and Tenant entered into a First Amendment and Extension
of Lease Agreement dated November 14, 2002, extending the term of lease to
January 31, 2008; and
WHEREAS, Landlord and Tenant now wish to modify the lease to include the
use of Suite 150 for a limited time; and
NOW THEREFORE, in consideration of the mutual covenants, condition and
agreements hereinafter contained, Landlord and Tenant hereby agree as follows:
1. Tenant agrees to lease Suite 150 in MetroCenter I, 525 Metro Place
North, consisting of 2,564 rentable square feet on a temporary basis
(hereinafter 'Temporary Unit".
2. The term of lease for the Temporary Unit shall be for three months
commencing October 1, 2003. At any time Landlord has the right to
terminate Tenant's right to occupy Suite150 after giving Tenant
thirty (30) days notice to vacate. After December 31, 2003, Tenant
will have the right to terminate its right to occupy the Temporary
Unit by giving thirty (30)' days prior written notice to Landlord.
3. Base rent for the Temporary unit shall be as follows:
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From To Amount/Month
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October 1, 2003 December31, 2003 $1,750.00
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January 1, 2004 March 31, 2004 $2,100.00
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April 1, 2004 June 30, 2004 $2,450.00
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July 1, 2004 September 30, 2004 $3,000.00
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October 1, 2004 January 31, 2008 $17.50/SF/Year
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4. Tenant agrees to take the space in "as is" condition. Tenant also
agrees that it will return the space in the same condition as it was
turned over to Tenant upon occupancy. Any damage done to the
Temporary Unit during Tenant's occupancy is Tenant's responsibility
to repair at Tenant's cost. If Landlord has to repair or clean the
space after Tenant vacates, Tenant agrees to pay all costs
associated with said repair and/or cleaning.
5. Tenant agrees to allow Landlord and Landlord's real estate brokers
access to the Temporary Unit from time to time to show it to any
prospective tenants. Landlord agrees to call in advance of any
showing to notify Tenant. In addition Landlord agrees to use a
reasonable effort to minimize any disruption to Tenant.
6. SATELLITE AND COMMUNICATION EQUIPMENT: Notwithstanding any other
provision of this Lease, but in all events subject to the provisions
of Section10 hereof and the other terms and conditions hereinafter
set forth, Tenant, at Tenant's sole cost and expense, shall have the
right during the term of this Lease to install, operate, maintain,
repair,. replace and remove, or cause to be installed, operated,
maintained, repaired, replaced and removed, telecommunications
equipment, including without limitation, cabling, wiring, antennae
and other related equipment (the "Telecommunications Equipment")
within the Premises and other interior portions of the Building,
including the shafts, risers, raceways, service areas, and utility
connections and on the roof thereof. The location and placement of
the Telecommunications Equipment shall be (1) in accordance with
plans and specifications therefore approved by Landlord at Tenant's
cost and expense and (ii) performed under the supervision of
Landlord's contractors or building manager if Landlord deems such
supervision necessary; provided, however, any such installation by
or for Tenant shall be undertaken in such a manner as- to leave
adequate space in the Building and-on-the roof thereof for the
telecommunication needs of Landlord and other tenants of the
Building When installed and----during the operation thereof,
the-Telecommunications Equipment shall be maintained by the Tenant
in good condition and repair and shall not at any time affect,
impede, disrupt or interrupt the operation of any equipment of
Landlord or any other tenant of the Building or the Development or
the use by Landlord or any tenant of the Building or the Development
of any part thereof except as expressly permitted by Landlord. Any
installation of the Telecommunications Equipment on the roof of the
Building shall be undertaken in a manner which preserves and does
not violate any roof warranty held by Landlord and, if necessary,
shall be performed at the direction or under the supervision of
Landlord's roof installer. In no event shall service, repairs or
replacements be performed on any Telecommunications Equipment
located outside of the Premises without notice to Landlord and
supervision by Landlord's contractors, building manager or roof
installer, as appropriate. Tenant shall reimburse Landlord for any
costs incurred by Landlord in reviewing and/or approving Tenant's
plans and Specifications for the Telecommunications Equipment and
for any costs of supervisory personnel.
Tenant acknowledges that the provisions of Section 13 of this Lease
shall be applicable to the Telecommunications Equipment and Tenant's
use thereof. In addition, if Tenant fails to maintain the
Telecommunication Equipment or by virtue of Tenant's use thereof,
the provisions of this Section or any other applicable section of
this Lease are violated, Landlord shall have the right to correct
immediately and without notice to Tenant any such violation at
Tenant's sole cost and expense. Such corrective action may include,
but shall not be limited to, the disconnection or removal of all or
any portion of the Telecommunications Equipment.
Upon the expiration or earlier termination of this tease, Tenant
shall remove such of the Telecommunications Equipment as Landlord
directs and repair any damage to the Premises and the Building
caused thereby. Such removal obligation shall include the removal of
all cabling, wiring and similar installations.
7. Except as expressly set forth herein the lease shall Continue upon
the same terms and conditions as contained therein.
IN WITNESS WHEREOF, the undersigned have set their hands as of the day and
year first written above.
WITNESS: LANDLORD: CB PARTNERS LIMITED
PARTNERSHIP
By: CABRO, INC., an Ohio corporation,
general partner
/s/ Kelly J. Matsko By: /s/ James A. Carney
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James A. Carney, President
WITNESS: TENANT: KARLNET, INC.
/s/ James C. Longtine By: /s/ Douglas Karl
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James C. Longtine Douglas Karl, President
/s/ Kevin Harris
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Kevin Harris