XXXXXX X. XXXXXXXXX, INC. Realtors
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
(000) 000-0000
THIS DEED OF LEASE, Made at Richmond, Virginia, this 10th day of January, 1996
by and between Financial Enterprises III, a Virginia limited liability company
hereinafter referred to as "Landlord" and TPS Imaging Solutions, Inc. a Virginia
corporation hereinafter referred to as " Tenant" and Xxxxxx X. Xxxxxxxxx, Inc.
hereinafter referred to as "Agent".
W I T N E S S E T H
For and in consideration of the below stated rent and other terms and
conditions stipulated in this Lease Agreement, hereinafter referred to as the
"Lease", Landlord does hereby lease to Tenant the following described property
located in Building C of Archway 60 Office Centre, 0000 Xxxxxxxxxx Xxxxxxxx,
Xxxxxxxx, Xxxxxxxx: approx. 1394 Square Feet (including a 10% core charge)
located on the first floor, Suite B.
hereinafter referred to as the "Premises",
for a term of thirty-six (36) months beginning on the 17th day of January, 1996
(The Commencement Date) and ending the last day of January, 1999, (The
Expiration Date) or as may be otherwise specified in Section 2 below, to be used
and occupied by the Tenant for the following purpose: general office use
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and for no other purpose unless agreed to in writing by Landlord and attached
hereto.
Tenant hereby agrees to pay Landlord, as rent for the premises, without
demand, offset, or reduction the sum of Sixteen thousand seven hundred
twenty-eight 00/100 dollars ($ 16,728.00 ) per annum payable in regular monthly
installments of One thousand three hundred ninety-four 00/100 dollars
($1,394.00) in advance beginning on the Commencement Date and
continuing thereafter on the first day of each succeeding month for the term of
the lease. If the term of this lease shall commence or expire on any day other
than the first of the month, the rent for that monthly installment shall be
prorated based upon a 30 day month. All rent payments shall be made at the
office of and made payable to: Xxxxxx X. Xxxxxxxxx, Inc. at 0000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Agent, or such other address as the Landlord
may direct in writing.
1. CONDITION OF PREMISES:
The Tenant has inspected and approves the plans (as may be attached to this
Lease) and/or knows the conditions of the demised premises and Tenant has made
certain that they can be lawfully used for the purposes of the Tenant's business
and the Tenant expressly covenants that there is no expressed or implied
warranty, representation or agreement on the part of the Landlord with reference
to the condition or usability of the premises for Tenants intended use.
2. POSSESSION:
If the Landlord shall be unable to give possession of the premises on the
date of the commencement of the term hereof by reason of the holding over of any
tenant or tenants or for any cause beyond the control of the Landlord (other
than extra work undertaken by the Landlord for the Tenant), then the rent shall
not commence until possession of the premises is given or is available, and the
Tenant agrees to accept such allowance and abatement of rent, as liquidated
damages, in full satisfaction for the failure of the Landlord to give possession
of the premises on the said date, and to the exclusion of all claims and rights
which the Tenant might otherwise have by reason of possession of the entire
premises not being given on the said date. If Landlord is unable to give
possession due to extra work undertaken at tenants request then the rent shall
commence as scheduled without abatement or allowance. If Landlord is otherwise
unable to give possession on the Commencement Date, then Expiration Date shall
be extended from the actual date of occupancy in accordance with the lease term
specified in the lease.
If Tenant shall occupy the premises prior to the Commencement Date of this
lease with Landlord's consent, all the provisions of this lease shall be in full
force and effect as soon as Tenant occupies the premises and the lease
Expiration Date shall not change.
3. SECURITY DEPOSIT:
Tenant shall deposit with Landlord upon execution of this Agreement and
thereafter maintain with Landlord the sum of $ 1,394.00 which shall be held by
Landlord, without interest to Tenant, as security for the full and faithful
performance by Tenant of Tenant's obligations pursuant to this lease. If Tenant
fails to pay any amount which Tenant is obligated to pay pursuant to this lease,
Landlord may, at its option (but Landlord shall not be obligated to), apply any
portion of such security fund to the amount owed by the Tenant. Any such
application by Landlord shall not waive the default created by Tenant's failure
to pay. If any portion of the security deposit is so applied by Landlord, Tenant
shall, within ten (10) days after demand from Landlord, restore the security
deposit held by Landlord to its original amount. The security deposit, less
amount properly charged against same, shall be refunded to Tenant within thirty
(30) days after Tenant has paid all amounts owed and performed all of its
obligations pursuant to this lease or any extension or renewal thereof.
4. RENT ESCALATION:
Beginning on the first twelve (12) month anniversary of the Commencement
Date of the lease and on each succeeding anniversary date thereafter for the
term of the lease and any renewals or extensions thereof, the rental rate for
the premises shall increase 3 % per annum over the rate charged for the
immediately preceeding twelve (12) months.
5. LANDLORD'S REMEDIES:
A. The Tenant covenants to pay rent at the time and in the manner herein
provided and in case of non-payment of said rent or of Landlord's charges
hereunder within 10 days of the date due, at the time and in the manner herein
provided, or in case of violation by the Tenant of any of the terms and
conditions of this lease, or the covenants herein contained, or in case the
leased premises shall be deserted or vacated, the Landlord shall have the right
to re-enter the same and remove all persons and property there from as the agent
of the Tenant, either by force or otherwise, without being liable to any action
or prosecution, and to rent out the said premises as the agent of the Tenant,
and receive the rent therefore, and to apply the same to the payment of the rent
or other charges due under this lease, holding the Tenant liable for any
deficiency; or, at the option of the Landlord, it may declare this lease
forfeited, without any notice to that effect, and may take immediate possession
of said premises, or may take any other action provided by law.
B. It is further covenanted and agreed that the various rights, remedies,
powers or elections of the Landlord as expressed in this lease, or given by law,
are cumulative, and that none of them shall be deemed to be exclusive of such
other rights, remedies, powers or elections, as are now or may hereafter be
conferred upon the Landlord by law.
C. In the event the Tenant shall be adjudicated a bankrupt, or become
insolvent, or if a receiver is appointed by any court or if the Tenant shall
make an assignment for the benefit of creditors, then upon the election of the
Landlord, this lease shall cease and desist upon ten days' written notice by the
Landlord to the Tenant, and the Landlord shall have all rights and remedies
otherwise provided in this Section 5.
6. LATE CHARGES:
Tenant recognizes and acknowledges that if rent payments are not received
when due, Landlord will suffer damages and additional expense thereby and Tenant
therefore agrees that a late charge equal to ten percent (10%) of the rent due
may be assessed by Landlord as additional rental if Landlord has not received
the monthly installment of annual rent or other rent or additional rent due
pursuant to the lease within five (5) days after its due date. If any check
given in payment of rent is not honored when due, Landlord may require that
subsequent rent payments be made by certified cashier's check.
7. EXEMPTIONS:
The Tenant hereby waives the benefit of any exemptions under the homestead
or bankruptcy laws as to the obligations of this lease, and agrees to pay all
expenses incurred in collecting the same, including reasonable attorney's fees,
in case the same shall not be paid when due.
8. ASSIGNMENT AND SUBLETTING:
The Tenant shall not, without the prior written consent of the Landlord,
(a) assign or convey or encumber this lease or any interests under it; (b) allow
any transfer hereof or any lien upon the Tenant's interest hereunder; (c)
sublet the premises or any part thereof, or (d) permit the use or occupancy of
the premises or any part thereof by any other than the Tenant. In the event
Landlord consents to Tenant subletting the Premises, Tenant shall pay agent a
one time fee of One Hundred Fifty Dollars ($150.00) to cover bookkeeping and
other expenses Agent may incur by virtue of such subletting or assignment. Said
fee shall be due prior to occupancy by new Tenant and payment of same is a
pre-condition to Tenant's right to sublease the Premises.
Any such subletting or assignment by Tenant shall not in any way relieve
Tenant of his duties and/or obligations for performance under this lease or
reduce Landlord's rights hereunder.
9. CARE AND USE OF PREMISES BY TENANT:
A. The tenant will take good care of the Premises and of the fixtures and
improvements therein and shall keep and maintain same in good repair and working
order. Tenant will, at his own cost and to Landlord's satisfaction, repair in a
good and workmanlike manner all damage and injury to the Premises and fixtures
required as a result of Tenant carelessness, misuse, or neglect or as a result
of damage or defacement of the building, or any part thereof by reason of
Tenant's occupancy or the actions of his agent, employees, visitors, assignees
or licencees. Should Tenant fail to perform such repairs or replacements,
Landlord may do so, after ten (10) days notice, and the cost of such repairs or
replacements shall become collectable as additional rent hereunder and shall be
paid by Tenant within ten (10) days after presentation of a statement therefor.
Upon the expiration of this Lease, Tenant shall return all keys and shall quit
and surrender the Premises in clean and good condition, reasonable use and wear
excepted.
Whenever any breakage or damage shall occur to either the premises or the
building or property of which these Premises are a part, Tenant shall
immediately notify Landlord who shall cause same to be repaired or replaced at
Landlord's expenses, unless such damage is Tenants fault, as specified elsewhere
in this Section 9, in which case such repair expenses shall be borne by Tenant.
B. Tenant will not store upon the premises any combustible or explosive
material or do or permit to be done on the Premises anything which either
directly or indirectly is in conflict with or a violation of public law,
ordinance, governmental regulation or any insurance policy carried on the
Premises, or the property of which it is a part, or its operation or, which if
known, might increase the premium of such insurance or adversely affect its
coverage.
C. Tenant will not do or permit to be done any waste or nuisance upon the
Premises or anything which obstructs or interferes with the rights of other
Tenants or which is offensive or annoying to them. Determination of such rights
and offensive behavior, if not otherwise specified shall be at Landlord's
determination. Tenant further agrees to comply with and abide by such rules and
regulations as the Landlord, upon written notice to Tenant, may adopt, Landlord
shall not be responsible for the non-observance or violation of the building
rules and regulations or lease provisions by any other tenant.
D. The Landlord shall have the right to prescribe the weight, size and
proper location of safes and other weighty articles before the same are admitted
into the Building, and any damage done to the Building in the putting in or out
of such articles, or during the time they are in or on the Premises, shall be
made good by the Tenant. All persons employed by or contracted with by Tenant
for repairs, alterations, or the moving of safes, furniture or other bulky
articles in and out of the Building and Premises must be acceptable to Landlord
and shall be at Tenants sole cost and liability, and such work is to be done
only at a time designated by Landlord.
E. Tenant shall not, without the prior written consent of Landlord, place
any signs or advertising matter or material on the exterior of the building or
the interior of the building. If Landlord approves any signage or advertising
matter or material in writing, such signage, matter or material shall be
installed at Tenant's expense and Tenant shall remove same at the termination or
expiration of this Lease and repair any damage caused by such removal.
10. ALTERATIONS:
The Tenant will make no alterations in or additions or improvements to the
Premises without first obtaining the written consent of the Landlord who shall
have the right to approve the plans for, and designate the contractors and/or
workmen to perform any such work, and all additions and improvements made by the
Tenant shall become the property of the Landlord immediately upon completion
thereof, provided, however, that the Landlord, by giving written notice to the
Tenant not less than two (2) months prior to the expiration of this lease, or
any continuance or renewal thereof, may require Tenant to restore such Premises
to the condition in which they were at the commencement of this lease. It is
convenated and agreed by and between the parties hereto that all changes and/or
alterations in the Premises to be made by the Landlord at the expense of the
Landlord are evidenced and shown by a floor plan of the Premises which is
attached hereto and made a part of this lease, such floor plan being identified
by the signature of the Landlord and Tenant; all other alterations, additions or
improvements made by the Tenant, or by the Landlord at the Tenant's request,
shall be solely at the Tenant's expense and liability.
11. SERVICES:
The Landlord shall provide the following free of extra charge, but subject
to the following covenants and conditions:
(a) Janitor service Monday through Friday (excepting legal holidays) in and
about the building in which said Premises are situated, including maintenance of
building exterior and interior space used by all Tenants in common.
(b) Heat to warm the said building during 8:00 A.M. - 6:00 P.M. M-F during
such period as may be necessary, and hot and cold water for the lavatories of
said building.
(c) Use of water, as supplied through the Building piping to the wash
basins, if any, in the Premises. The Tenant shall not, however, waste water so
supplied and shall not, without the Landlord's prior consent in writing, use the
same for refrigeration or for any other than ordinary office purposes.
(d) Elevator service (if applicable) during the ordinary business hours of
each business day. On holidays, Sundays, and at night one elevator will be
subject to call.
(e) Use of electricity, as supplied through the Building circuits, but only
for lighting purposes and for operation of ordinary office machines. The Tenant
shall not, without the Landlord's prior written consent, use such electricity
for refrigeration, special lighting apparatus, x-ray equipment, large electronic
machines, or other special equipment or for any other than ordinary office
purposes.
(f) Air-conditioning (A/C) to the demised premises, during the summer
months, from 8:00 A.M. to 6:00 P.M. Monday-Friday. If Tenant requires additional
A/C due to its computers, special lighting, etc. said A/C will be installed and
separately metered at Tenant's expense, and such electrical usage billed to
Tenant as an extra charge.
(g) Tenant and its employees and customers shall have the non-exclusive
right, in common with Landlord, other tenants of the Building, and their
respective employees, guests and customers, to park automobiles in the parking
area provided by Landlord (if such area is provided, but Landlord shall be under
no obligation to otherwise provide, arrange or pay for Tenant parking) subject
to such reasonable rules and regulations as Landlord may impose from time to
time, including the designation of specific areas in which automobiles of
Tenant, his employees, guests, and customers must be parked, and the number of
parking spaces which may be utilized by Tenant.
The Landlord shall not be liable for the interruption of any of the
above-mentioned services caused by repairs, improvements, alterations, strikes,
lockouts, accidents, inability of the Landlord to procure such services or to
obtain fuel or supplies or other cause or causes beyond the reasonable control
of the Landlord. Any interruption of service shall never be deemed an eviction
or disturbance of the Tenant's use and possession of the Premises or any part
thereof, or render the Landlord liable to the Tenant for damages, or relieve the
Tenant from performance of the Tenant's obligation under this lease.
12. CLAIMS FOR DAMAGES:
All personal property belonging to the Tenant or to any other person,
located in or about the building or the Premises shall be there at the sole risk
of the Tenant or other such person, and neither the Landlord nor the Landlord's
agents shall be liable for the theft or misappropriation thereof, nor for any
damage or injury thereto, nor for damage or injury to said Tenant, his employees
or invitees, or to other persons or to other property in and about the Building
caused by water, fire, snow, frost, or other elements, steam, heat or cold,
dampness, falling plaster, sewers or sewage, gas odors, noise, the bursting or
leaking of pipes, plumbing, electrical wiring and equipment and fixtures of all
kinds, operation or use of elevators, or by any act or neglect of other tenants
or occupants of the Building or of any other person, or caused in any manner
whatsoever. The Tenant shall give to the Landlord, or its duly authorized agent,
immediate written and telephone notice of any accidents to, or defects in any
equipment or part of the Building and of any fire, to the end that the Landlord
may promptly remedy such conditions. The Tenant will protect, indemnify and save
harmless the Landlord from all losses, costs or damages sustained by reason of
any act or other occurrence causing injury to any person and/or property
whomsoever or whatsoever, due directly or indirectly to the use or occupancy of
the premises or any part thereof by the Tenant.
13. UNTENANTABILITY:
If, during the term of this lease, the Building and/or demised premises
and/or other portions of the Building shall be damaged by fire or other action
of the elements as to be rendered untenantable, and shall not be repaired by the
Landlord and put in tenantable condition within a period of one hundred twenty
(120) days from the time when the Tenant gives the Landlord possession of the
premises for the purpose of making such repairs, it shall be optional with the
Tenant to terminate this lease by a written notice at the end of such period. If
such damage is repaired and the premises are made tenantable within such one
hundred twenty (120) day period, no right to terminate this lease for such cause
shall exist. Whether the lease is terminated or not, an equitable adjustment of
the rental payable for the Tenant shall be made (provided no fault of the Tenant
contributed to the damage and provided no insurance effected by the Landlord
shall have been vitiated or payment refused in consequence of some act of or
default of the Tenant) by crediting the Tenant with the full rental for such
period of time, if any, as the Tenant was necessarily deprived of all use of the
premises, and with a pro rata proportion of the rental payable for such period
of time and such amount of space as the Tenant may be deprived of, if use of
premises is not entirely prevented by the damage and the consequent repairs.
14. SUBORDINATION OF LEASE:
This lease is made, and accepted by the Tenant, subject and subordinate in
law and in equity to any existing, future and/or new mortgages, and/or deeds of
trust secured by the land and building of which the demised Premises are a part,
or which may at any future time be placed thereon, and to any extensions,
modifications and renewals thereof, and to the prior right of the mortgagees or
lendors thereunder. If required by the Landlord, the Tenant will execute,
acknowledge and deliver any and all agreements subordinating this lease to any
deed of trust or morgage now or hereafter executed, secured by the said land and
said buildings. Within (10) days after request theretofore by the Landlord,
Tenant agrees to deliver in recordable form a certificate prepared by Landlord
to any proposed mortgagee or purchaser of the Premises or to Landlord certifying
(if such is the case) that this lease is in full force and effect that there are
no defenses or offsets thereto, or stating those claimed by Tenant, and such
other facts related to this lease, the Premises or Tenant as Landlord may
request. If Tenant does not execute and return such certificate as required
above, Tenant hereby irrevocably appoints Landlord as its attorney in fact to
execute such certificate on behalf of Tenant.
15. QUIET ENJOYMENT:
Provided Tenant is not in default in the performance of any of its
obligations under this lease, Landlord covenants that Tenant shall have and
enjoy quiet and peaceable use and possession of the premises during the term of
this lease and any renewals thereof.
16. RESERVED RIGHTS:
Landlord reserves the following rights:
(a) To change the name or street address of the Building, or of the door
number of the demised premises, without liability of Landlord to Tenant.
(b) To designate all sources furnishing sign painting and lettering, ice,
drinking water, towels and toilet supplies, or other like services used in the
premises;
(c) To enter during the last ninety (90) days of the term, provided Tenant
shall have removed all or substantially all of Tenant's property from the
premises, for the purpose of altering, renovating, remodeling, repairing or
otherwise preparing the premises for re-occupancy;
(d) To grant anyone the exclusive right to conduct any particular business
or undertaking in the building;
(e) To enter the premises at all times (1) for the making of inspections,
repairs, alterations, improvements or additions at or to the premises or
building, as Landlord may deem necessary or desirable, and (2) for any purpose
whatsoever related to the safety, protection, preservation or improvement of the
premises or of the building or of the Landlord's interest;
(f) At any time or times, the Landlord, either voluntarily or pursuant to
governmental requirement, may, at the Landlord's own expense make repairs,
alterations or improvements in or to the Building or any part thereof, and
during operations, may close entrances, doors, corridors, elevators or other
facilities;
(g) In the event repairs, alterations, decorating or other work, done at
the Landlord's expense, shall be done at other than ordinary business hours by
reason of the Tenant's request that they not be done during ordinary business
hours, then the tenant shall pay the Landlord the additional charges, including
overtime costs, incurred by the Landlord in doing work at other than ordinary
business hours.
(h) If the Premises are less than 2,000 square feet in area, Landlord
reserves the right, at its option and upon giving thirty (30) days notice in
advance to Tenant, to transfer and remove Tenant from the Premises to any other
available offices of equal size and area in the Building. Landlord shall bear
the expense of moving the Tenant's furniture, fixtures, phone system and other
personal property as well as the expense of any renovations or alterations
necessary to make the new space similar in arrangements and layout to the
original Premises.
Landlord may exercise any or all of the foregoing rights hereby reserved by
Landlord without being deemed guilty of an eviction or disturbance of Tenant's
use and possession and without being liable in any manner to Tenant and without
elimination or abatement of rent, or other compensation, and such acts shall
have no effect upon this lease.
17. RENEWAL:
It is hereby understood and agreed that a written notice of three (3)
months to the end of said term or any renewal or continuance thereof; from
either party to the other shall be necessary to terminate this Lease at the end
of said term, or at the end of any renewal or continuance thereof; and in the
event that no such notice shall be given then this lease shall be continued in
full force and effect for an additional period of two years at the rent then in
force and subject to all the covenants, terms and conditions herein contained
including this paragraph and any rental escalation provisions contained in this
lease.
18. HOLDING OVER:
Tenant shall pay to Landlord an amount as base monthly rental equal to 200%
of the base monthly rental herein provided during each month or portion thereof
for which Tenant shall retain possession of the Premises or any part thereof
after the termination of the Term or of Tenant's right of possession, whether by
lapse of time or otherwise, and also shall pay all damages sustained by
Landlord, whether direct or consequential, on account thereof. Such hold over
shall be as a tenant at will and all of the terms and provisions of this Lease
shall be applicable during such period. No holding over by Tenant, whether with
or without consent of Landlord, shall operate to extend this Lease except as may
be herein provided. The provisions of this clause shall not be held as a waiver
by Landlord of any right of re-entry, or any other rights of Landlord as
provided under this Lease; nor shall the receipt of said payment or any part
thereof, or any other act in apparent affirmance of tenancy, operate as a waiver
of the right to forfeit this Lease and the Term hereby granted for the period
still unexpired, for any breach of any of the covenants herein, or any other of
Landlord's rights hereunder.
19. LANDLORD'S LIEN:
A. Unless otherwise prohibited by law, in addition to any statutory
Landlord's Lien, Landlord shall have at all times a valid security interest to
secure payment of all rentals and others sums of money becoming due hereunder
from Tenant, and to secure payment of any damages or loss which Landlord may
suffer by reason of the breach by Tenant of any covenant, agreement or condition
contained herein, upon all goods, wares, equipment, fixtures, furniture,
improvements and other personal property of Tenant presently, or which may
hereafter be, situated in the Leased Premises, and all proceeds there from, and
such property shall not be removed there-from without the consent of Landlord
until all arrearages in rent as well as any and all sums of money then due to
Landlord hereunder shall first have been paid and discharged and all covenants,
agreements and conditions hereof have been fully complied with and performed by
Tenant.
B. Upon the occurrence of an event of default by Tenant, Landlord may, in
addition to any other remedies provided herein, enter the Leased Premises and
take possession of any and all goods, wares, equipment, fixtures, furniture,
improvements and other personal property of Tenant situated on the Premises,
without liability for trespass or conversion, and sell the same at public or
private sale, with or without having such property at the sale, after giving
Tenant reasonable notice of the time and place of any public sale or of the time
after which any private sale is to be made, at which sale the Landlord or its
assigns may purchase unless otherwise prohibited by law. Unless otherwise
provided by law, and without intending to exclude any other manner of giving
Tenant reasonable notice, the requirement of reasonable notice shall be met if
such notice is given in the manner presecribed in paragraph 22 of this lease ten
days before the time of sale. Any sale made pursuant to the provision of this
section shall be deemed to have been a public sale conducted in a commercially
reasonable manner if held in the above-described premises or where the property
is located after the time, place, and method of sale and a general description
of the types of property to be sold have been advertised in a daily newspaper
published in the county in which leased premises is located for five consecutive
days before the date of sale. The proceeds from any such disposition, less any
and all expenses connected with the taking of possession, holding and selling of
the property (including reasonable attorney's fees and legal expense) shall be
applied as a credit against the indebtedness secured by the security interest
granted in this section. Any surplus shall be paid to Tenant or as otherwise
required by law; the Tenant shall pay any deficiencies forthwith. Upon request
by Landlord, Tenant agrees to execute and deliver to Landlord a financing
statement in form sufficient to perfect the security of Landlord in the
aforementioned property and proceeds thereof under the provisions of the Uniform
Commercial Code in force in the state in which leased premises is located. The
statutory lien "distress for rent" is not hereby waived, the security interest
herein granted being in addition and supplementary thereto.
20. LIABILITY INSURANCE:
Landlord and Tenant shall each at all times during the term of this Lease
or any renewal thereof carry with an approved insurance carrier licensed to
operate in this state, public liability insurance, naming the other and Agent as
additional insured, with limits of liability of not less than $500,000 with
respect to personal injury and $300,000 with respect to property damage.
Certificates of such insurance shall be furnished to such other and/or Agent
upon request. Tenant shall notify Landlord promptly of any accident or loss in
the Premises or in the building of which the Premises form a part of any defect
therein or in the equipment and fixtures thereof which Tenant has knowledge.
21. AGENT COMMISSION:
In consideration of Agent's services in procurring this Lease and as a
covenant running with the land, Landlord covenants with and for the benefit of
the Agent, as follows: Agent is to receive a commission of six percent (6%) of
the rent during the original term and all renewals or extensions thereof or any
expansion of leased space by Tenant, relocation of Tenant by Landlord either
within the Building or to any other property owned or controlled by Landlord or
any new lease of the Leased Premises between any person and Tenant, its
successors or assigns (such phrase used herein to include such entity in which
Tenant, its successors or assigns, may have an interest a stockholder, partner,
lender of money or otherwise); and no sale transfer, assignment, cancellation,
or release including a sale or conveyance to Tenant, its successors or assigns,
shall affect Agent's right to such commission which is hereby made a lien on the
Leased Premises and all equipment thereon, if any. Agent shall have the right to
collect all rents due hereunder so that its commission may be paid in
installments as the rent is received, and retained by Agent before remitting the
rent (less commissions) to Landlord; but if any act be done to deprive Agent of
its right to collect the rent, then the whole amount of its commission then
unpaid shall, at Agent's opinion, immediately become due and payable.
Landlord further covenants with and for the benefit of Agent as a covenant
running with the land, that if Tenant, its successors or assigns, shall at any
time during the original term and all renewals or extensions thereof, (or during
any new lease of the Leased Premises between any person and Tenant, its
successors or assigns,) purchase the building in which the Premises are located,
then in consideration of Agent's consummating this lease, Landlord shall pay
Agent on the date the Premises are transferred at, a commission of six percent
(6%) of the gross amount of the purchase price. Such a sales commission shall be
in addition to the rental commissions provided for in the immediately proceeding
paragraph and is hereby made a lien on the Leased Premises and all equipment
thereon, if any.
Landlord hereby authorizes Agent to institute legal proceedings for the
recovery of any rent due under the provisions of this lease agreement and to
employ an attorney for that purpose, and to charge all costs and fees to
Landlord.
In connection with all acts done or suffered by Agent for Landlord
concerning the Leased Premises, Landlord further agrees to defend, indemnify and
save Agent harmless from all fines, judgments, suits, claims, demands, and
actions of any kind (including any costs and attorney's fees), and from
liability for injury suffered by an employee or contractor (not in the permanent
employ of Agent) engaged by Agent for the benefit of Landlord.
22. NOTICES:
In every instance where it shall be necessary or desirable for the Landlord
to serve notice or demand upon the Tenant such notice or demand shall be deemed
sufficiently given or made if, in writing it is (a) delivered to the Tenant
personally, (b) sent by registered or certified mail, addressed to Tenant at the
building of which the leased premises are a part, or (c) left at the premises
addressed to Tenant, and the time of the giving or making of such notice or
demand shall be deemed to be the time when the same is delivered to Tenant,
mailed or left at the premises as herein provided. Any notice by Tenant to
Landlord must be served by registered or certified mail only, addressed to
Landlord at the address where the last previous rental hereunder was paid.
23. MISCELLANEOUS:
A. The failure of the Landlord to enforce in any one or more instances any
term, condition, rule, regulation or covenant as to which the Tenant shall be
guilty of a breach or be in default, shall not be deemed to waive the right of
the Landlord to enforce the same or any subsequent breach or default
notwithstanding the Landlord had knowledge of such breach or default at the time
of the receipt of any rent or other sums by the Landlord, whether the same be
that originally reserved or that which may be payable under any of the covenants
or agreements herein contained, or any portion thereof. The acceptance by the
Landlord of checks or cash from persons other than the Tenant shall in no event
evidence consent of the Landlord to any assignments or sub-lease by the Tenant.
No waiver or modification of this lease nor any release or surrender of the same
shall be claimed by the Tenant unless such waiver or modification or release or
surrender be in writing and signed by the Landlord.
B. Each provision hereof shall bind and inure to the benefit of the
Landlord and the Tenant and as the case may be; if the Tenant is an individual,
the Tenant's legatees, executors, and administrators; the Landlord's successors
and assigns; if the Tenant is a corporation, its successors; and in the event
that the Landlord consents to the assignment of this lease notwithstanding the
terms hereof, the Tenant's assigns.
C. The parties hereto agree that whenever the word "Tenant" and/or "party"
is used herein it shall be construed to mean Tenants and/or parties, if there
shall be more than one, and generally, feminine or neuter pronouns shall be
substituted for those of the masculine form, and vice versa, and the plural is
to be substituted for the singular number in any place or places herein in which
the context shall require such substitution.
D. Paragraph headings for this Lease are used for convenience only, and are
in no way to be construed as a part of this Lease or as a limitation on the
scope of the particular provision to which they refer.
24. SPECIAL COVENANTS:
Special covenants consisting of 4 paragraph(s) are attached hereto and made
a part hereof.
IN WITNESS WHEREOF, each individual party hereto has hereunto signed his or
her name and affixed his or seal, and each corporate party hereto has caused its
name to be signed and its seal to be affixed by its duly authorized officers.
XXXXXX X. XXXXXXXXX, INC.
---------------------------------------
AGENT
---------------------------------------
BY
----------------------------------(SEAL) -------------------------------(SEAL)
LANDLORD TENANT
TPS Microimaging, Inc.
--------------------------------------- -------------------------------(SEAL)
TENANT
--------------------------------------- By: /s/ [illegible]
ADDRESS -------------------------------------
By: XXXXXX X. XXXXX /S/ Xxxxxx X. Xxxxx Title: President
----------------------------------- ------------------------------
Title: President Date: 1/17/96
-------------------------------- -------------------------------
25. GUARANTEE:
In consideration of Landlord agreeing to lease to Tenant the Demised
Premises, the undersigned, hereby waiving the obligations of the homestead
exemption laws as to this lease agreement, jointly and severally if there be
more than one undersigned, guarantee the payment of rent and the performance of
all provisions of this lease agreement by Tenant, its successors and assigns,
and agree that the mere nonpayment of rent and nonperformance of said provisions
by Tenant or its successor and assigns shall create an immediate liability on
the part of the undersigned to Landlord and its successor and assigns and to
Agent. Landlord and Agent need not first exhaust their legal remedies against
Tenant or its successors and assigns before proceeding against the undersigned.
Neither Landlord nor Agent is required to notify the undersigned of any default
of Tenant under the provisions of this lease agreement Landlord and Tenant may
amend this Lease from time to time and may increase the obligations of Tenant
hereunder without releasing guarantor from any liability under this guaranty.
Date:
--------------------------------------- -------------------------------------
GUARANTOR
ADDENDUM NO. 1 TO LEASE DATED JANUARY 10, 1996, BY AND BETWEEN FINANCIAL
ENTERPRISES III, A VIRGINIA LIMITED LIABILITY COMPANY ("LANDLORD"), AND TPS
IMAGING SOLUTIONS, INC., A VIRGINIA CORPORATION ("TENANT"), FOR APPROXIMATELY
1,394 SQUARE FEET OF SPACE LOCATED IN XXXXXXXX X, XXXXX X, XX XXXXXXX 00 XXXXXX
XXXXXX, 0000 XXXXXXXXXX TURNPIKE, RlCHMOND, VIRGINIA
================================================================================
It is covenanted and agreed as follows:
1. Tenant Acknowledgment. Tenant acknowledges and accepts the space in an "as
is" condition.
2. Rental Payments. Rental payments shall be made to the order of Financial
Enterprises III P O Box 630368, Xxxxxxxxx, Xxxxxxxx 00000.
3. Notices.
To Landlord: To Tenant: To Agent:
Xx. Xxxx Xxxx TPS Imaging Solutions, Inc. Xxxxxx X. Xxxxxxxxx, Inc.
Financial Enterprises III 0000 Xxxxxxxxxx Xxxx. P O Box 702
0000 Xxx Xxxx Xxxxx X Xxxxxxxx, XX 00000-0000
Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxx or
Xxxx Xxxxx, XX 00000 Xxxx X. Xxxxxxx, SIOR
4. Expansion. Provided Tenant is not in default of the Lease, and by providing
Landlord with no less than 120 days advance written notice prior to the
anniversary date of the Lease Term, Tenant shall have an Expansion Right in
the form of a First Right of Lease on an additional 1,000 rentable square
feet of space within the Xxxxxxx 00 Xxxxxx Xxxxxx. Realizing that an exact
fit may be difficult to achieve, provided the proposed expansion space can
reasonably meet Tenant's space requirements, Tenant shall lease the entire
Premises in total.
Landlord shall have up to ninety (90) days to secure and complete any
necessary tenant improvements to the proposed Expansion Premises. All costs
to relocate shall be paid for by Tenant and the new lease rental rate shall
be at market, as reasonably determined by Landlord and Tenant, but in no
event shall the rate per square foot be less than the current rental rate
per square foot being paid by Tenant.
Should Landlord be unable to reasonably meet the growth needs of Tenant as
specified above, this Lease shall become null and void on the next full
anniversary date of the Lease Tenant shall pay to Landlord a penalty equal
to three (3) months rental after the first twelve ( 12) months of occupancy
and two (2) months rental after the twenty-fourth (24) month of occupancy
should Tenant exercise this right to cancel this Lease.
WITNESS the following signatures and seals:
LANDLORD: TENANT:
FINANCIAL ENTERPRISES III TPS IMAGING SOLUTIONS, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ [illegible]
----------------------------------- -------------------------------
Xxxxxx X. Xxxxx
TITLE: President Title: President
--------------------------------------- -----------------------------------
Date: 1/19/96 Date: 1/17/96
-------------------------------- -----------------------------------
EXHIBIT A
FIRE / EMERGENCY EXITS
[FLOOR PLAN]
