EXHIBIT 10.19
THIS LEASE, Made this 11th day of January 1999, by and
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between Butera Properties, LLC as agent for the owner, herein called "Landlord",
and Creditrust Card Services Corporation, herein called "Tenant".
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WITNESSETH, That in consideration of the rental hereinafter agreed upon and
the performance of all the conditions and covenants hereinafter set forth on the
part of the Tenant to be performed, the Landlord does hereby lease unto the said
Tenant, and the latter does lease from the former approximately 27,080 square
feet at the following premises: Unit H, 6900 English Muffin Way, Xxxxxxxxx,
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Xxxxxxxx 00000 for the term of Four years beginning on the 1/st/ day of
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February, 1999, and ending on the 31/st/ day of January, 2003 at and for the
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annual rental of One Hundred Forty Two Thousand One Hundred Seventy Dollars
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($142,170.00), payable in advance on the 1/st/ day of each and every month
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during the term of this lease in equal monthly installments of Eleven thousand
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eight hundred forty seven dollars and fifty cents ($11,847.50). Said rental
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shall be paid to Butera Properties, LLC, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx,
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Maryland 21701 or at such other place or to such appointee of the Landlord, as
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the Landlord may from time to time designate in writing.
THE TENANT COVENANTS AND AGREES WITH THE LANDLORD AS FOLLOWS:
1. To pay said rent and each installment thereof as and when due.
RENTAL ESCALATION
2. (a) Tenant covenants and agrees to pay the rental herein reserved and each
installment thereof promptly when and as due, without setoff or deduction
whatsoever.
(b) Beginning with the first anniversary of the commencement date of the
lease term and each annual anniversary thereafter throughout the remainder of
the lease and renewal term, the annual rent shall be increased by an amount
equal to three percent (3%) of the previous year's rent, which sum shall be
payable in equal monthly installments in advance as hereinafter set forth.
USE
3. To use and occupy the leased premises solely for offices and warehouse uses
ADDITIONAL RENT
4. For the purpose of Additional Rent, "Tenant's Proportionate Share" is
defined as 16.3%. The total of tenant's Additional Rent (as delineated in
Paragraphs 5, 6, 7, and 8 hereafter) shall not exceed seventy-five cents ($0.75)
per square foot for the first year of the rental term.
(A) UTILITIES
5. Tenant shall apply for and pay all costs of electricity, gas and telephone
used or consumed on the premises, together with all taxes, levies or other
charges on such utilities. Tenant agrees to pay as additional rent "Tenant's
Proportionate Share" (16.3%) of the water and sewer service charges chargeable
to the total building in which the premises are located, based upon the number
of tenants occupying the same. However, if in Landlord's sole judgment, the
water and sewer charges for the premises are substantially higher than normal
due to Tenant's water usage, then Tenant agrees that it will, upon written
notice from Landlord, install a water meter at Tenant's expense and thereafter
pay all water charges for the premises based on such meter readings.
(B) TAXES
6. For the purpose of Additional Rent, "Tenant's Proportionate Share" is
defined as 16.3%. The Tenant shall pay the Landlord, as additional rent,
"Tenant's Proportionate Share " (16.3%) of the Real Estate taxes that may be
levied or assessed by lawful taxing authorities against the land, buildings and
improvements on the property. If this lease shall be in effect for less than a
full fiscal year, the Tenant shall pay a pro rata share of the increased taxes
based upon the number of months that this lease is in effect. Said taxes shall
include, but not by way of limitation, all paving taxes, and many and all
benefits or assessments which may be levied on the premises hereby leased but
shall not include the Unites States Income Tax, or any State or other income tax
upon the income or rent payable hereunder.
(C) INSURANCE
7. That the Tenant will not do anything in or about said premises that will
contravene or affect any policy of insurance against loss by fire or other
hazards including, but not limited to, public liability now existing or which
the Landlord may hereafter place thereon, or that will prevent Landlord from
procuring such policies in companies acceptable to Landlord. Tenant will do
everything reasonably possible, and consistent with the conduct of Tenant's
business to obtain the greatest possible reduction in the insurance rates on
the premises hereby leased, or for the building of which the premises hereby
leased are a part. The Tenant further agrees to pay, as part of and in addition
to the next due monthly rental:
(a) "Tenant's Proportionate Share", (16.3%) of the premium of any insurance
on the premises hereby leased or for the building of which the premises hereby
leased are apart;
(b) any increase in premium on the amount of such insurance that may be
carried by Landlord on all or any part of the premises or the property resulting
from the activities carried on by Tenant in or at the Premises, regardless of
whether Landlord has consented to the same
(D) COMMON AREA EXPENSES
8. For each full or partial calendar year during the Lease Term, Tenant shall
pay the Landlord as Additional Rent "Tenant's Proportionate Share", (16.3%) of
the Common Area Expenses. For the purposes of this section, Common Area Expenses
shall be defined as one hundred percent (100%) of the total cost and expense
incurred by or on behalf of Landlord in each calendar year in operating,
maintaining, and repairing (which includes replacements, additions, and
alterations) of Common Areas of the building. These include, without
limitation, a) the cost of maintaining, repairing, or replacing all service
pipes, electric gas and waterlines and sewer mains leading to and from the
Premises; b) all costs
incurred in painting, resurfacing, and landscaping; c) all costs for repairs and
improvements, line painting and striping, lighting, removal of snow, grass
cutting, cleaning of parking areas; d) all costs incurred in the removal of ice
and snow, maintaining, repairing and replacing the paving, parking areas, curbs,
gutters, sidewalks, and steps; e) all costs for structural repairs and
improvements to roof and exterior walls; and f) management fees equal to 4% of
the rent.
MUNICIPAL REGULATING
9. To observe, comply with and execute at its expense, all laws, orders,
rules, requirements and regulations of the United States, State, City or County
of the said State, in which the leased premises are located, and of any and all
governmental authorities or agencies and of any board of the fire underwriters
or other similar organization, respecting the premises hereby leased and the
manner in which said premises are or should be used by the Tenant.
ASSIGNMENT AND SUBLET
10. Not to assign this lease, in whole or in part, or sublet the leased
premises, or any part or portion thereof, without the prior written consent of
the Landlord, which consent will not be unreasonably withheld. If such
assignment or subletting is permitted, Tenant shall not be relieved from any
liability whatsoever under this lease. The Landlord shall be entitled to one
half of any additional considerations over and above those stated in this lease,
which we obtained in or for the sublease and/or assignment. No option rights
can be assigned or transferred by the Tenant to an assignee or subtenant without
the prior written consent of the Landlord, which consent will not be
unreasonably withheld.
ALTERATIONS
11. (a) That the Tenant will not make any alterations in addition to original
improvements to said premises without the prior written consent of the Landlord,
which consent will not be unreasonably withheld. If the Tenant shall desire to
make any such alterations, plans for the same shall first be submitted to and
approved by the Landlord, and the same shall be done by the Tenant at its own
expense, and the Tenant agrees that all such work shall be done in a good and
workmanlike manner, that the structural integrity of the building shall not be
impaired, and that no liens shall attach to the premises by reason thereof.
(b) The Tenant agrees to obtain at the Tenant's expense all permits
pertaining to the alterations. The Tenant also agrees to obtain, prior to
beginning to make such alterations, and to keep in full force and effect at all
times while such alterations are bring made, all at the Tenant's sole cost and
expense, such policies of insurance pertaining to such alterations and/or to the
making thereof as the Landlord reasonably may request or require the Tenant to
obtain, including, but not limited to, public liability and property damage
insurance, and to furnish the Landlord evidence satisfactory to the Landlord of
the
existence of such insurance prior to the Tenant's beginning to make such
alterations.
(c) Any such alterations shall become the property of the Landlord as soon
as they are affixed to the premises and all rights, title and interest therein
of the tenant shall immediately cease, unless otherwise agreed to in writing.
The Landlord shall have the right to collect any insurance for any damage of any
kind to any of the improvements placed upon the said premises by the Tenant if
said improvements are not to be rebuilt by Tenant at Tenant's expense. However,
if Tenant is to rebuild these improvements then the insurance proceeds should go
to the Tenant. If the making of any such alterations, or the obtaining of
permits or franchise therefore shall directly or indirectly result in a
franchise, minor privilege or any other or any tax or increase in tax,
assessment or increase in assessment, such tax or assessment shall be paid,
immediately upon its levy and subsequent levy, by the Tenant.
MAINTENANCE
12. The Tenant will, during the term of this lease, keep said demised premises
and appurtenances (including interior and exterior windows, interior and
exterior doors, interior plumbing, all heating and air conditioning, and
interior and exterior electrical works thereof) in good order and condition and
will make all necessary repairs including painting thereto at its own expense.
Tenant will be responsible for all exterminating services, except termites,
required in said demised premise. The Landlord does, however, give a 90 day
warranty on all of the above mentioned items. If the Tenant does not make
necessary repairs 15 days after receiving written notice from the Landlord of
the need to make a repair, the Landlord will proceed to make said repair and the
cost of said repair will become part of and in addition to the next due monthly
rental. Tenant agrees to furnish to the Landlord, at the expense of Tenant,
prior to occupancy, a copy of an executed and paid for annual maintenance
contract on all heating and air conditioning equipment with a reputable company
acceptable to Landlord and said contract will be kept in effect during the term
of the lease at the expense of Tenant. Should tenant not provide a satisfactory
HVAC maintenance contract to Landlord prior to occupancy, Tenant shall be
provided a contract through Landlord. Xxxxxxxx for this contract shall become
due and payable upon receipt of invoice and shall be considered additional rent.
The Landlord will make all necessary structural repairs to the exterior masonry
walls and roof of the demised premises, after being notified of the need for
such repairs. The Tenant will, at the expiration of the term or at the sooner
termination thereof by forfeiture of otherwise, deliver up the demised premises
in the same good order and condition as they were at the beginning of the
tenancy, reasonable wear and tear excepted.
DEFAULT
13. If the Tenant shall fail to pay said rental or any other sum required by
the terms, agreements, of addenda of this lease when the same shall be due, the
Landlord shall have along with any and all other
legal remedies the immediate right to make distress therefore, and upon such
distress, in the Landlord's discretion, this tenancy shall terminate. In case
the Tenant shall fail to comply with any of the other provisions, covenants, or
conditions of this lease, on its part to be kept and performed , and such
default shall continue for a period of ten days after written notice thereof
shall have been given to the Tenant by the Landlord, and/or if the Tenant shall
fail to pay said rental or any other sum required by the terms of this lease to
be paid by the Tenant, then, upon the happening of any such event, and in
addition to any and all other remedies that may thereby accrue to the Landlord,
the Landlord may do the following:
1. Landlord's Election to Retake possession without Termination of Lease.
Landlord may retake possession of the leased premises and shall have the
right, but not obligation, without being deemed to have accepted a
surrender thereof, and without terminating this Lease, to relet the same
for the remainder of the lease term upon terms and conditions satisfactory
to Landlord; and if the rent received from such reletting does not at least
equal the rent payable by Tenant hereunder, Tenant shall pay and satisfy
the deficiency between the amount of rent so provided in this Lease and the
rent received through reletting the leased premises; and, in addition,
tenant shall pay reasonable expenses in connection with any such reletting,
including, but not limited to, the cost of renovating, altering and
decoration for any occupant, leasing commissions paid to any real estate
broker or agent, and attorney's fees incurred.
2. Landlord's Election to Terminate Lease. Landlord may terminate the Lease
and forthwith repossess the leased premises and be entitled to recover as
damages a sum of money equal to the total of the following amounts:
(a) any unpaid rent or any other outstanding monetary obligation of Tenant
to Landlord under the Lease;
(b) the balance of the rent for the remainder of the lease term less the
reasonable rental value of the leased premises if subleased under the terms
of the Lease that Tenant so proves;
(c) all costs incurred in recovering the leased premises including
reasonable attorney fees and court costs, restoring the leased premises to
good order and condition, and all commissions incurred by Landlord in
reletting the leased premises; and
(d) any other amount necessary to compensate Landlord for all detriment
caused by Tenant's default.
DAMAGE
14. In any case of the total destruction of said leased premises by fire,
casualties, the elements or other cause, or of such damage thereto as shall
render the same totally unfit for occupancy by the Tenant for more than 60 days,
this lease, upon surrender and delivery to the Landlord of the said leased
premises, together with the payment of the rent to the date of such occurrence
shall terminate and be at
an end. If the leased premises are rendered partly untenantable by any cause
mentioned in the preceding sentence, the Landlord shall, at its own expense,
restore said leased premises with all reasonable diligence, and the rent shall
be abated proportionately for the period of said partial untenantability and
until the leased premises shall have been fully restored by the Landlord.
BANKRUPTCY
15. In the event of the appointment of a receiver or trustee for the Tenant by
any court, Federal and State, in any legal proceedings under any provisions of
the Bankruptcy Act, if the appointment of such receiver or such trustee is not
vacated within 60 days, or if said Tenant be adjudicated bankrupt or insolvent,
or shall make an assignment for the benefit of its creditors, then and in any of
said events, the Landlord may, at its option, terminate this tenancy by ten days
written notice, and re-enter upon said premises.
POSSESSION
16. The Landlord covenants and agrees that possession of said premises shall be
given to the Tenant as soon as said premises are ready for occupancy by the said
Tenant. In case possession, in whole or in part, cannot be given to the Tenant
on or before the beginning date of this lease, Landlord agrees to xxxxx the rent
proportionately until possession is given to said Tenant, and the Tenant agrees
to accept such pro rata abatement as liquidated damages for the failure to
obtain possession.
SIGN, ETC
17. The Tenant covenants and agrees that:
(a) It will not place or permit any signs, lights, awnings or poles on or
about said premises without the prior written permission of the Landlord and in
the event such consent is given, which consent will not be unreasonably
withheld, the Tenant agrees to pay any minor privileges or other tax therefore;
(b) The Landlord is to immediately remove and dispose of any of the
unauthorized aforementioned items at the expense of the Tenant and said cost
shall become part of and in addition to the next due monthly rental. Tenant
further covenants and agrees that it will not paint or make any changes in or on
the outside of said premises without permission of the Landlord in writing,
which consent shall not be unreasonably withheld. The Tenant agrees that it will
not do anything on the outside of said premises to change the uniform
architecture, paint or appearance of said building, without the consent of the
Landlord in writing, which consent shall not be unreasonably withheld.
EXTERIOR OF PREMISES
18. The Tenant further covenants and agrees not to put any items on the
sidewalk or parking lot in the front, rear, or sides of said building or block
said sidewalk, and not to do anything that directly or indirectly will take away
any of the rights of ingress or egress or of light from any other tenant of the
Landlord or do anything which will, in any way, change the uniform and general
design of any property of the Landlord of which the premises hereby leased shall
constitute a part of unit. No pets will be allowed in or about the premises
without prior written consent of the Landlord.
WATER DAMAGE
19. The Tenant covenants and agrees that the Landlord shall not be held
responsible for and the Landlord is hereby released and relieved from any
liability by reason of or resulting from damage or injury to person or property
of the Tenant or of anyone else, directly or indirectly caused by (a) dampness
or water in any part of said premises or in any part of any property of the
Landlord or of others and/or (b) any leak or break in any part of said premises
or in any part of any other property of the Landlord or of others or in the
pipes of the plumbing or heating works thereof, no matter how caused, unless
damage is due to Landlord's negligence.
LIABILITY
20. Landlord shall not be liable to the Tenant for any loss or damage to the
Tenant or to any other person or to the property of the Tenant or of any other
person unless such loss or damage shall be caused by or result from a negligent
act or omission or commission on the part of the Landlord or any of its agents,
servants, or employees. The said Tenant shall indemnify and save harmless the
Landlord, its successors or assigns, from all claims and demands of every kind,
that may be brought against it, them or any of them for or on account of any
damage, loss or injury to persons or property in or about the leased premises
during the continuance of this tenancy, or during the time of any alterations,
repairs, improvements or restorations to said property by the Tenant and arising
in connection therewith, and from any and all costs, and expenses and other
charges which may be imposed upon the Landlord, its successors or assigns, or
which it or they may be obligated to incur in consequence thereof, provided,
however, that such indemnification by Tenant shall not be applicable if such
loss or damage shall be caused by or result from a negligent act, omission, or
commission on the part of the Landlord or any of its agents, servants, or
employees. Tenant shall also carry and pay for a general liability policy
protecting Landlord with respect to the leased premises, with limits of
$1,000,000.00 bodily injury any on occurrence and $1,000,000.00 property damage
any on occurrence and will furnish Landlord with certificate of same showing a
10 day notice of cancellation clause.
RIGHT OF ENTRY
21. It is understood and agreed that the Landlord, and its agents, servants,
and employees, including any builder or contractor employed by the Landlord,
shall have, and the Tenant hereby gives them and each of them, the absolute, and
unconditional right, license and permission, at any and all reasonable times,
and for any reasonable purpose whatsoever, to enter through, across or upon the
premises hereby leased or any part thereof, and, at the option of the Landlord,
to make such reasonable repairs to or
changes in said premises as the Landlord may deem necessary or proper.
EXPIRATION
22. It is agreed that the term of this lease expires on January 31, 2003
without the necessity of any notice by or to any of the parties hereto.
However, Tenant may terminate this lease at the end of 24 months, or anytime
thereafter, with three(3) months prior written notice to Landlord. If the
Tenant shall occupy said premises after such expiration, it is understood that,
in the absence of any written agreement to the contrary, said Tenant shall hold
premises as a Tenant from month to month, subject to all the other terms and
conditions of this lease, at double the then monthly rental installment;
provided that the Landlord shall, upon such expiration, be entitled to the
benefit of all public general or public local laws relating to the speedy
recovery of the possession of lands and tenements held over by Tenant that may
be now in force or may hereafter be enacted.
Prior to expiration, Tenant agrees to schedule an inspection with Landlord
to confirm that the leased premises, will be in proper order at expiration,
including but not limited to lighting, mechanical, electrical and plumbing
systems, plus all alterations (subsequent to original buildout) be returned to
original condition at commencement of lease.
CONDEMNATION
23. It is agreed in the event that condemnation proceedings are instituted
against the demised premises and title taken by any Federal, State, Municipal or
other body, then this lease shall become null and void at the date of settlement
of condemnation proceedings and the Tenant shall not be entitled to recover any
part of the award which may be received by the Landlord.
SUBORDINATION
24. It is agreed that Landlord shall have the right to place a mortgage or any
form of mortgages on the real property or Premises and this Lease shall be
subordinate to any such mortgage or mortgages, whether presently existing or
hereafter placed on the Premises. Tenant's subordination provided in this
paragraph is self-operative and no further instrument of subordination shall be
required; however, if requested by Landlord, Tenant shall execute any and all
documents to effectuate said subordination. Furthermore, if any person or entity
shall succeed to all or part of Landlord's interest in the Premises, whether by
purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination
of lease, or otherwise, Tenant shall automatically attorn to such successor in
interest, which attornment shall be self operative and effective upon the
signing of this Lease, and shall execute such other agreement in confirmation of
such attornment as such successor in interest shall reasonably request.
ESTOPPEL
25. Within no more than ten (10) days after written request by Landlord, Tenant
shall execute, acknowledge, and deliver to Landlord a certificate stating (I)
that this Lease is unmodified and in full
force and effect, or, if the lease is modified, the way in which it is modified
accompanied by a copy of the modification agreement, (ii) the date to which
rental and other sums payable under this Lease have been paid and the amounts so
paid, (iii) that no notice has been received by Tenant or any default which has
not been cured, or, if such a default has not been cured, what Tenant intends to
do in order to effect the cure, and when it will do so, (iv) that Tenant has
accepted and occupied the Premises, (v) that Tenant has no claim or offset
against Landlord, or, if it does, stating the circumstances which gave rise to
the claim or offset, (vi) the Tenant is not aware of any prior assignment of
this Lease by Landlord, or, if it is, stating the date of the assignment and
assignee (if known to Tenant), and (vii) such other matters as may be reasonably
requested by Landlord. Any such certificate may be relied upon by any
prospective purchaser of the Premises and any prospective mortgagee or
beneficiary under any deed of trust or mortgage encumbering the real property or
Premises. If Landlord submits a completed certificate to Tenant, and if Tenant
fails to object to its contents within ten (10) days after its receipt of the
completed certificate, the matters stated in the certificate will conclusively
be deemed to be correct. Tenant irrevocably appoints Landlord as Tenant's
attorney-in-fact to execute and deliver on Tenant's behalf any completed
certificate to which Tenant does not object within ten (10) days after its
receipt.
NOTICES
26. Any notice required by this lease is to be sent to the Landlord at:
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Any written notices required by this lease to be sent to Tenant shall
be deemed sufficiently given, if hand delivered or by nationally recognized
overnight courier service.
Xxxxxx X. Xxxxxx, CEO
Creditrust Card Services Corporation
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
REMEDIES NOT EXCLUSIVE
27. No remedy conferred upon Landlord shall be considered exclusive of any
other remedy, but shall be in addition to every other remedy available to
Landlord under this Lease or as a matter of law. Every remedy available to
Landlord may be exercised concurrently or from time to time, as often as the
occasion may arise. Tenant hereby waives any and all rights which it may have
to request a jury trial in any proceedings at law or in equity in any court of
competent jurisdiction.
PERFORMANCE
28. It is agreed that the failure of the Landlord to insist in any one or more
instances upon a strict performance of any covenant of this lease or to exercise
any right herein contained shall not be construed
as a waiver or relinquishment for the future of such covenant or right, but the
same shall remain in full force and effect, unless the contrary is expressed in
writing by Landlord.
SECURITY DEPOSIT AND FINANCIAL STATEMENTS
29. A security deposit of Eleven Thousand Eight Hundred Forty seven Dollars and
Fifty Cents ($11,847.50) will accompany this lease, when submitted for approval
by Landlord, subject to all the conditions of the security deposit agreement
attached. If this lease is not approved by the Landlord withing 30 days of its
submission to the Landlord, the security deposit will be refunded in full.
Landlord shall have the right to require annual financial statements on the
Tenant and/or Guarantor of this Lease. Requested statements must be provided no
later than 90 days after the closing of each fiscal year.
FINAL AGREEMENT
30. This lease contains the final and entire agreement between the parties
hereto, and neither they nor their agents shall be bound by any terms,
conditions or representations not herein written.
LEGAL EXPENSE
31. In the event, to enforce the terms of this lease, either party files legal
action against the other, and is successful in said action, the losing party
agrees to pay all reasonable expenses to the prevailing party, including the
attorney's fee incident to said legal action. In the event that the Landlord is
successful in any legal action filed against the Tenant, the Landlord's attorney
fees incident to said legal action shall become part of and addition to the then
due monthly rent.
LAND
32. It is agreed that the demised premises is the building area occupied by the
Tenant and only the land under the area.
DEMURRAGED CHARGES
33. Landlord shall have no responsibility for any demurrage charge or penalty
fee assessed to Tenant by any company because of lack of access to Tenant's
premises.
BENEFICIAL OCCUPANCY
34. Occupancy in any manner and in any part shall be deemed to be beneficial
occupancy and rent shall be due on the part. Beneficial occupancy and rent
thereby due shall not depend on official governmental approval of such
occupancy, state of completion of building, availability or connection of
utilities and services such as but not limited to sewer, water, gas, oil, or
electric. No rent credit shall be given because of lack of utilities or
services.
ENVIRONMENTAL REQUIREMENTS
35. Tenant hereby represents and warrants to Landlord that no materials will be
located on the premises which, under federal, state, or local law, statute,
ordinance or regulations; or court or administrative order or decree; or private
agreement (hereinafter collectively known as, "Environmental
Requirements"), require special handling in collection, storage, treatment, or
disposal.
Tenant hereby covenants and agree that if at any time it is determined that
there are materials located on the premises which, under any Environmental
Requirements, require special handling in collection, storage, treatment, or
disposal, Tenant shall, within thirty (30) days after written notice thereof,
take or cause to be taken, at its sole expense, such actions as may be necessary
to comply with all Environmental Requirements. If Tenant shall fail to take
such action, Landlord may make advances or payments towards performance or
satisfaction of the same but shall be under no obligation to do so; and all sums
so advanced or paid, including all sums advanced or paid in connection with any
judicial or administrative investigation or proceeding relating thereto,
including, without limitation, reasonable attorney's fees, fines, or other
penalty payments, shall be at once repayable by Tenant and shall bear interest
at the rate of four percent (4%) per annum above the Prime rate from time to
time as set by NationsBank, from the date the same shall become due and payable
until the date paid. Failure of Tenant to comply with all Environmental
Requirements shall constitute and be a default under this Lease Agreement.
Tenant will remain totally liable hereunder regardless of any other provisions
which may limit recourse.
SEVERABILITY
36. In case any one or more of the provisions contained in this Lease shall for
any reason be held to be invalid, not legal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Lease, but this Lease shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.
LATE CHARGE
37. If the Tenant shall fail to pay when due, the said rental or any other sum
required by the terms of this lease to be paid by the Tenant, then, upon the
happening of any such event, and in addition to any and all other remedies that
may thereby accrue to the Landlord, the Tenant agrees to pay to the Landlord a
late charge of 5% of the monthly account balance. The late charge on the base
rent accrues after 10 days of the due date and said late charge shall become
part of and in addition to the then due monthly rental. In the event Tenant's
rent is received fifteen days after due date, Landlord shall have option to
require the rental payment be made with a certified or cashier's check.
QUIET ENJOYMENT
38. Tenant, upon paying the minimum rent, additional rent and other charges
herein provided for and observing and keeping all of its covenants, agreements
and conditions in this Lease, shall quietly have and enjoy the Premises during
the Term of this Lease without hindrance or molestation by anyone claiming by or
through Landlord; subject, however, to the exceptions, reservations and
conditions of this Lease.
IMPROVEMENTS
39. All Tenant Improvements are to be paid by the Tenant.
WINDOW COVERINGS
40. The Tenant covenants and agrees not to install any window covering other
than an one-inch horizontal mini-blind of an off-white color unless approved by
the Landlord, which consent shall not be unreasonably withheld.
PARKING
41. Landlord will provide 150 parking spaces marked for the Tenant. Those will
be the only spaces where Tenant's employees or customers may park. This is a
multi-tenant building, so Tenant agrees to instruct and require their employees
to park only in the assigned spaces. Landlord shall have the right to assess
fees or penalties for the failure of Tenant's employees and customers to park in
the assigned spaces.
RULES AND REGULATIONS
42. Tenant shall, at all times comply with the Rules and Regulations attached
hereto. Landlord shall make a reasonable effort to enforce the Rules and
Regulations equitably against all tenants of the Property.
EXCULPATION CLAUSE
43. Neither Landlord nor any principal, partner, member, officer, director,
trustee or affiliate of Landlord (collectively, "Landlord Affiliates") shall
have any personal liability under any provision of this lease.
AS WITNESS THE HANDS AND SEALS OF THE PARTIES HERETO THE DAY AND YEAR FIRST
ABOVE WRITTEN:
/s/ J. Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx (SEAL)
______________________________ _________________________________
(Witness) (Tenant/Title)
Chairman & CEO
Creditrust Card Services Corp.
/s/ Xxxx Xxxxxx By: /s/ Xxxx X. Xxxxx (SEAL)
______________________________ _________________________________
(Witness) (Landlord)
as agent for Xxxxxx Properties
Consolidated, LLC
SECURITY DEPOSIT AGREEMENT
This is NOT a rent receipt.
Date ______ January 11, 1999 _________________
Received from Creditrust Card Services Corporation , the amount of
------------------------------------------
$11,847.50, as security deposit for premises.
Landlord agrees that, subject to the condition listed below, this security
deposit plus 2% annual interest will be returned in full within thirty (30) days
of vacancy.
Tenant agrees that this security deposit may not be applied by Tenant as
rent and that the full monthly rent will be paid on or before the first day of
every month, including the last month of occupancy. Tenant further agrees that
a mortgagee of the property demised by the lease to which this Security Deposit
Agreement is appended and/or a mortgage thereof in possession of said property
and/or a purchaser of said property at a foreclosure sale shall not have any
liability to the Tenant for this security deposit.
SECURITY DEPOSIT RELEASE PREREQUISITES:
1. Full term of lease has expired.
2. No damage to property beyond fair wear and tear.
3. Entire lease premises clean and in order.
4. No unpaid late charges or delinquent rents.
5. All keys returned.
6. All debris and rubbish and discards placed in proper rubbish containers.
7. Forwarding address left with Landlord.
AS WITNESS THE HANDS AND SEALS OF THE PARTIES HERETO THE DAY AND YEAR FIRST
ABOVE WRITTEN:
/s/ J. Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx (SEAL)
______________________________ _________________________________
(Witness) (Tenant/Title)
Chairman & CEO
/s/ Xxxx Xxxxxx By: /s/ Xxxx X. Xxxxx (SEAL)
______________________________ _________________________________
(Witness) (Landlord)
as agent for Xxxxxx Properties
Consolidated, LLC
RULES AND REGULATIONS
1. The Common Facilities, and the sidewalks, driveways, and other public
portion of the Property (herein "Public Areas") shall not be obstructed or
encumbered by Tenant or used for any purpose other than ingress or egress
to and from its premises, and Tenant shall not permit any of its employees,
agents, licensees or invitees to congregate or loiter in any of the Public
Areas. Tenant shall not invite to, or permit to visit its premises, persons
in such numbers or under such conditions as may interfere with the use and
enjoyment by others of the Public Areas. Landlord reserves the right to
control and operate, and to restrict and regulate the use of, the Public
Areas and the public facilities, 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.
2. No bicycles, animals (except seeing eye dogs) fish or birds of any kind
shall be brought into, or kept in or about any premises with the Building.
3. No noise, including, but not limited to, music, the playing of musical
instruments, recordings, radio or television, which, in the judgment of
Landlord, might disturb other tenants in the Building, shall be made or
permitted by any tenant.
4. Tenant's premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.
5. Tenant shall not cause or permit any odors of cooking or other processes,
or any unusual or objectionable odors, to emanate from its premises which
would annoy other tenants or create a public or private nuisance.
6. Plumbing facilities shall not be used for any purpose other than those for
which they were constructed; and no sweepings, rubbish, ashes, newspapers
or other substances of any kind shall be thrown into them.
7. Tenant agrees to keep the Leased Premises in a neat, good and sanitary
condition and to place garbage, trash, rubbish and all other disposables
only where Landlord directs.
8. Landlord reserves the right to rescind, alter, waive or add, any Rule or
Regulation at any time prescribed for the Building when, in the reasonable
judgment of Landlord, Landlord deems it necessary or desirable for the
reputation, safety, character, security, care, appearance or interests of
the Building, or the preservation of good order therein, or the operation
or maintenance of the Building, or the equipment thereof, or the comfort of
tenants or others in the Building. No rescission, alteration, waiver or
addition of any Rule or Regulation in respect of one tenant shall operate
as a rescission, alteration or waiver in respect of any other tenant.
9. Tenant shall have the non-exclusive right to park in parking spaces in
front of and behind tenant's leased premises. This area shall be defined
by two imaginary lines extending out from tenants's demising walls.
10. Tenant shall not place storage trailers or other storage containers of any
type outside Tenant's premises.
11. Tenant shall not park on a permanent or semi-permanent basis, any trailer
behind dock doors or in any other location outside Tenant's premises for
the purposes of storage.
12. Non-compliance with any of the above rules and regulations may, in
Landlord's sole judgment, result in a monetary fine not to exceed $25 per
day. Landlord will notify Tenant of such violations and Tenant will have
five (5) days to rectify, after which, daily fine will be applied.
