EXHIBIT 10.3
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LEASE AGREEMENT
This Commercial Lease Agreement ( the "Lease") is made and effective June 1,
2006 by and between Xxxxxxxx Xxxxxx III ("Landlord") with offices at 0000
Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx and SWK Technologies, Inc., a Delaware
corporation with offices at 0 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
(the "Tenant").
Landlord makes available for lease a portion of the Building designated as 0000
Xxxxxxx Xx, Xxxxx Xxxxxxxx, XX and as described in Paragraph 3 herein (the
"Leased Premises").
Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to
lease the Leased Premises from Landlord for the term, at the rental and upon the
covenants, conditions and provisions herein set forth.
THEREFORE, in consideration of the mutual promises herein, contained and other
good and valuable consideration, it is agreed:
1. TERM.
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Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases
the same from Landlord, for an "Initial Term" beginning June 1, 2006 and ending
May 31, 2008.
2. RENTAL.
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Tenant shall pay to Landlord during the Initial Term rental of Twenty-one
Thousand and Six Hundred Dollars ($21,600) per year, payable in installments of
One Thousand and Eight Hundred Dollars ($1,800) per month. Each installment
payment shall be due in advance on the first day of each calendar month during
the Initial Term to Landlord at 0000 Xxxxxxx Xx, Xxxxx Xxxxxxxx, XX or at such
other place designated by written notice from Landlord or Tenant.
3. PREMISES AND USE.
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A. Tenant hereby leases such portions of the premises at 0000 Xxxxxxx Xxxx being
the physical space therein currently in use by AMP-BEST Consulting, Inc. These
portions are described as two of the offices on the second floor, Xxxxxx'x
office, Anson's office, the office off the kitchen, the secretarial area where
Xx. Xxxx is currently, the basement areas where AMP-BEST Consulting, Inc.
equipment is situated. The parties acknowledge that there are other tenants in
the building and that there exist common areas and areas exclusive to the
respective tenants.
B. The common areas are the parking lot, waiting area, copy room, halls,
stairways, basement (some), conference room, kitchen area and the bathrooms
accessible from halls.
C. Tenant agrees that use of the Leased Premises shall be limited to its
business of reselling software and providing consulting services in a
professional office environment. Such use shall be consistent with the ongoing
use of the other tenants and the Landlord represents that the ongoing use of the
other tenants will be consistent and similar with the Tenant's use.
4. SUBLEASE AND ASSIGNMENT.
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Tenant shall not sublease all or any part of the Leased Premises, or assign this
Lease in whole or in part without Landlord's consent, such consent not to be
unreasonably withheld or delayed.
5. REPAIRS.
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During the Lease term, Tenant shall make, at Tenant's expense, necessary repairs
to the Leased Premises, upon notice to Landlord. Repairs shall include such
items as routine repairs of floors, walls, ceilings, and other parts of the
Leased Premises damaged or worn through normal occupancy, except for major
mechanical systems, including, but not limited to electrical , plumbing,
structural, HVAC or the roof, subject to the obligations of the parties
otherwise set forth in this Lease.
6. ALTERATIONS.
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Tenant shall have the right to reasonably place and install personal property,
trade fixtures, equipment and other temporary installations in and upon the
Leased Premises, and fasten the same to the Leased Premises. All personal
property, equipment, machinery, trade fixtures and installations, shall remain
Tenant's property free and clear of any claim by Landlord. Tenant shall have the
right to remove the personal property, equipment, machinery and trade fixtures
at any time during the term of this Lease. All damage to the Leased Premises
caused by such installation and/or removal shall be repaired by Tenant at
Tenant's expense to Landlord's reasonable satisfaction.
7. PROPERTY TAXES.
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Landlord shall pay any and all general real estate taxes, other taxes related to
the occupancy or use of the Leased Premises and installments of special
assessments coming due during the Initial Term on the Leased Premises. Tenant
shall be responsible for paying all personal property taxes with respect to
Tenant's personal property at the Leased Premises.
8. INSURANCE.
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A. If the Leased Premises or any other part of the Building is damaged by fire
or other casualty resulting from any act of negligence of Tenant or any of
Tenant's agents, employees or invitees, rent shall not be diminished or abated
while such damages are under repair, and Tenant shall be responsible for the
costs of repair not covered by insurance.
B. Landlord shall maintain fire and extended coverage insurance on the Building
and the Leased Premises in such amounts as Landlord shall deem appropriate.
Tenant shall be responsible, at its expense, for fire and extended coverage
insurance on all of its personal property, including removable trade fixtures,
located in the Leased Premises.
C. Tenant and Landlord shall, each at its own expense, maintain a policy or
policies of comprehensive general liability insurance with respect to the
respective activities of each in the Building with the premiums thereon fully
paid on or before due date, issued by and binding upon some insurance company
approved by Landlord, such insurance to afford minimum protection of not less
than $1,000,000 combined single limit coverage of bodily injury, property damage
or combination thereof. Landlord shall be listed as an additional insured on
Tenant's policy or policies of comprehensive general liability insurance, and
Tenant shall provide Landlord with current Certificates of Insurance evidencing
Tenant's compliance with this Paragraph. Tenant shall obtain the agreement of
Tenant's insurers to notify Landlord that a policy is due to expire at least
(10) days prior to such expiration. Landlord shall not be required to maintain
insurance against thefts within the Leased Premises or the Building.
9. UTILITIES.
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Tenant shall pay for fifty percent (50%) of the gas and electricity charges for
the entire Building in which the Leased Premises is located. Landlord shall pay
the amount due and separately invoice Tenant for Tenant's portion of the
charges. Tenant shall pay such amounts within fifteen (15) days of invoice.
Tenant
acknowledges that the Leased Premises are designed to provide standard office
use electrical facilities and standard office lighting. Tenant shall not use any
equipment or devices that utilize excessive electrical energy or which may, in
Landlord's reasonable opinion, overload the wiring or interfere with electrical
services to other tenants, outside of the Tenant's use as defined in Section 3.C
herein. Except as set forth above, Landlord shall provide all services for the
operation of the Building and occupancy of the Leased Premises including:
electricity, water, garbage removal, snow removal, heat and air conditioning to
the Leased Premises, without any additional charges to the Tenant.
10. SIGNS.
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Following Landlord's consent, Tenant shall have the right to place company name
on the common sign which is permitted by applicable zoning ordinances and
private restrictions. Landlord may refuse consent, which shall not be
unreasonably withheld, to any proposed signage that is in Landlord's reasonable
opinion too large, deceptive, unattractive or otherwise inconsistent with or
inappropriate to the Leased Premises or use of any other tenant. Landlord shall
assist and cooperate with Tenant in obtaining any necessary permission from
governmental authorities or adjoining owners and occupants for Tenant to place
or construct the foregoing signs. Tenant shall repair all damage to the Leased
Premises resulting from the removal of signs installed by Tenant.
11. ENTRY.
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Landlord shall have the right to enter upon the Leased Premises at reasonable
hours to inspect the same, provided Landlord shall not thereby unreasonably
interfere with Tenant's business on the Leased Premises.
12. PARKING.
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During the term of this Lease, Tenant shall have the non-exclusive use in common
with Landlord, other tenants of the Building, their guests and invitees, of the
non-reserved common automobile parking areas, driveways, and footways, subject
to rules and regulations for the use thereof as prescribed from time to time by
Landlord.
13. BUILDING RULES.
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Tenant will comply with the rules of the Building as reasonably adopted and
altered by Landlord from time to time and will cause all of its agents,
employees, invitees and visitors to do so. The present rules of the Building are
attached as an exhibit to this Lease.
14. DAMAGE AND DESTRUCTION.
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Subject to Section 8 A. above, if the Leased Premises or any part thereof or any
appurtenance thereto is so damaged by fire, casualty or structural defects that
the same cannot be used for Tenant's purposes, then Tenant shall have the right
within ninety (90) days following damage to elect by notice to Landlord to
terminate this Lease as of the date of such damage. In the event of minor damage
to any part of the Leased Premises, and if such damage does not render the
Leased Premises unusable for Tenant's purposes, Landlord shall promptly repair
such damage at the cost of the Landlord. In making the repairs called for in
this paragraph, Landlord shall not be liable for any delays resulting from
strikes, governmental restrictions, inability to obtain necessary materials or
labor or other matters which are beyond the reasonable control of Landlord.
Tenant shall be relieved from paying rent and other charges during any portion
of the Lease term that the Leased Premises are inoperable or unfit for
occupancy, or use, in whole or in part, for Tenant's purposes. The provisions of
this paragraph extend not only to the matters aforesaid, but also to any
occurrence which is beyond Tenant's reasonable control and which renders the
Leased Premises, or any appurtenance thereto, inoperable or unfit for occupancy
or use, in whole or in part, for Tenant's purposes.
15. DEFAULT.
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If default shall at any time be made by Tenant in the payment of rent when due
to Landlord as herein provided, and if said default shall continue for fifteen
(15) days after written notice thereof shall have been given to Tenant by
Landlord, or if default shall be made in any of the other covenants or
conditions to be kept, observed and performed by Tenant, and such default shall
continue for thirty (30) days after notice thereof in writing to Tenant by
Landlord without correction thereof, Landlord may declare the term of this Lease
ended and terminated by giving Tenant written notice of such intention, and if
possession of the Leased Premises is not surrendered, Landlord may reenter said
premises. Landlord shall have, in addition to the remedy above provided, any
other right or remedy available to Landlord on account of any Tenant default,
either in law or equity. Landlord shall use reasonable efforts to mitigate its
damages.
16. QUIET POSSESSION.
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Landlord covenants and warrants that upon performance by Tenant of its
obligations hereunder, Landlord will keep and maintain Tenant in exclusive,
quiet, peaceable and undisturbed and uninterrupted possession of the Leased
Premises during the term of this Lease, subject to use of the common areas by
other tenants.
17. CONDEMNATION.
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If any legally, constituted authority condemns the Building or such part thereof
which shall make the Leased Premises unsuitable for leasing, this Lease shall
cease when the public authority takes possession, and Landlord and Tenant shall
account for rental as of that date. Such termination shall be without prejudice
to the rights of either party to recover compensation from the condemning
authority for any loss or damage caused by the condemnation. Neither party shall
have any rights in or to any award made to the other by the condemning
authority.
18. SUBORDINATION.
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Landlord is hereby irrevocably vested with full power and authority to
subordinate this Lease to any mortgage, deed of trust or other lien now existing
or hereafter placed upon the Leased Premises of the Building, and Tenant agrees
upon demand to execute such further instruments subordinating this Lease or
attorning to the holder of any such liens as Landlord may request. In the event
that Tenant should fail to execute any instrument of subordination herein
require d to be executed by Tenant promptly as requested, Tenant hereby
irrevocably constitutes Landlord as its attorney-in-fact to execute such
instrument in Tenant's name, place and stead, it being agreed that such power is
one coupled with an interest. Tenant agrees that it will from time to time upon
request by Landlord execute and deliver to such persons as Landlord shall
request a statement in recordable form certifying that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the same
is in full force and effect as so modified), stating the dates to which rent and
other charges payable under this Lease have been paid, stating that Landlord is
not in default hereunder (or if Tenant alleges a default stating the nature of
such alleged default) and further stating such other matters as Landlord shall
reasonably require.
19. SECURITY DEPOSIT.
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None.
20. NOTICE.
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Any notice required or permitted under this Lease shall be deemed effective upon
receipt if sent by United States certified mail, return receipt requested or
sent via overnight courier addressed as follows:
If to Landlord to:
Xxxxxxxx Xxxxxx III
0000 Xxxxxxx Xx
Xxxxx Xxxxxxxx, XX 00000
If to Tenant to:
SWK Technologies, Inc.
0 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxx
Landlord and Tenant shall each have the right from time to time to change the
place notice is to be given under this paragraph by written notice thereof to
the other party.
21. BROKERS.
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Tenant represents that Tenant was not shown the Premises by any real estate
broker or agent and that Tenant has not otherwise engaged in, any activity which
could form the basis for a claim for real estate commission, brokerage fee,
finder's fee or other similar charge, in connection with this Lease.
22. WAIVER.
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No waiver of any default of Landlord or Tenant hereunder shall be implied from
any omission to take any action on account of such default if such default
persists or is repeated, and no express waiver shall affect any default other
than the default specified in the express waiver and that only for the time and
to the extent therein stated. One or more waivers by Landlord or Tenant shall
not be construed as a waiver of a subsequent breach of the same covenant, term
or condition.
23. MEMORANDUM OF LEASE.
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The parties hereto contemplate that this Lease should not and shall not be filed
for record, but in lieu thereof, at the request of either party, Landlord and
Tenant shall execute a Memorandum of Lease to be recorded for the purpose of
giving record notice of the appropriate provisions of this Lease.
24. HEADINGS.
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The headings used in this Lease are for convenience of the parties only and
shall not be considered in interpreting the meaning of any provision of this
Lease.
25. SUCCESSORS.
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The provisions of this Lease shall extend to and be binding upon Landlord and
Tenant and their respective legal representatives, successors and assigns.
26. CONSENT.
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Landlord shall not unreasonably withhold or delay its consent with respect to
any matter for which Landlord's consent is required or desirable under this
Lease.
27. PERFORMANCE.
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If there is a default with respect to any of Landlord's covenants, warranties or
representations under this Lease, and if the default continues more than fifteen
(15) days after notice in writing from Tenant to Landlord specifying the
default, Tenant may, at its option and without affecting any other remedy
hereunder, cure such default and deduct the cost thereof from the next accruing
installment or installments of rent payable hereunder until Tenant shall have
been fully reimbursed for such expenditures, together with interest thereon at a
rate equal to the lesser of twelve percent (12%) per annum or the then highest
lawful rate. If this Lease terminates prior to Tenant's receiving full
reimbursement, Landlord shall pay the unreimbursed balance plus accrued interest
to Tenant on demand.
28. COMPLIANCE WITH LAW.
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Tenant shall comply with all laws, orders, ordinances and other public
requirements now or hereafter pertaining to Tenant's use of the Leased Premises.
Landlord shall comply with all laws, orders, ordinances and other public
requirements now or hereafter affecting the Leased Premises.
29. FINAL AGREEMENT.
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This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
30. GOVERNING LAW.
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This Agreement shall be governed, construed and interpreted by, through and
under the Laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year
first above written.
LANDLORD TENANT
BY:_______________________ BY:_______________________
XXXXXXXX XXXXXX III XXXXXXX X. XXXX
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
SWK TECHNOLOGIES, INC.
