EXHIBIT 6.13
THE STATE OF TEXAS )(
COUNTY OF XXXXXX )(
This Lease Agreement made and entered into on this 7th day of May, 0000, xxxxxxx
XXXXXXXX XXXXXXXX XXXXXXX, LIMITED PARTNERSHIP (hereinafter called "Lessor")
whose address for purposes hereof is 0000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxx,
XX 00000 and MEDIQUIK SERVICES, INC., (hereinafter called "Lessee") whose
address for purposes hereof is 000 X. Xxxx Xxx #000, Xxxxxxx, XX 00000, prior to
the commencement of the terms of this Lease and thereafter being that of the
"Building" (hereafter defined).
1. LEASED PREMISES:
1 .1 In consideration of the mutual covenants herein, Lessor hereby leases to
Lessee and Lessee hereby hires from Lessor subject to all the Terms and
Conditions hereinafter set forth those certain Premises hereinafter
sometimes called the "Leased Premises" in the buildings known as 4295 &
4299 SAN XXXXXX, ALSO KNOWN AS HERITAGE BANK CENTER (herein called the
"Building") located in Houston, Xxxxxx County, Texas, such Premises being
more particularly described as follows:
3,820 SQUARE FEET OF NET RENTABLE AREA ("SFNRA")
0000 XXX XXXXXX, XXXXX #000
XXXXXXX, XXXXX 00000
as reflected on the floor plan of such Premises attached hereto and made
a part hereof as Exhibit "B". The real property upon which the Building
is constructed is described on Exhibit "A", attached hereto, and made a
part hereof (the "Real Property").
1.2 In the event of any expansion of Lessee's Leased Premises, the
measurement of any additional space shall be based upon the floorplans
included as Exhibit "B", shall be mutually agreed upon by the parties
hereto, and an "add-on factor" of 1.16 shall apply.
1.3 The NRA in the Leased Premises is hereby stipulated for purposes of this
lease to be 3,820 SF of NRA, whether the same should be more or less or a
result of minor variations resulting from actual construction and
completion of the leased premises for occupancy so long as such work is
in accordance with terms and provisions hereof. In all calculations,
Lessor represents to Lessee that the Building has 89,000 net rentable
square feet, and the Lessee occupies 4.3% of the Building.
2. TERMS:
2.1 Subject to and upon the terms and conditions set forth herein, this Lease
shall continue in force for a term of Sixty (60) Months, beginning on
July 1, 1999 and ending June 30, 2004.
It is expressly understood that this lease is a valid and binding
obligation of both Lessor and Lessee as of the date of execution
with the term to commence as set above.
2.2 Lessor, at Lessor's cost, shall perform the improvements delineated on
the floorplan of the space which shall be attached hereto as Exhibit
"B". Lessor shall deliver the completed space to Lessee for occupancy on
or before June 1, 1999. Lessor agrees that Lessee may move its
possessions into the Leased Premises upon execution of this Lease
Agreement. Any above building standard items, or changes or additions
to Exhibit "B" which are requested by Lessee subsequent to the execution
of the Lease, shall be made by Lessor, but shall be made at the sole
cost of Lessee, who shall make payment for such items before it
occupies the Leased Premises.
3. USE:
3.1 The Leased Premises are to be used and occupied by Lessee solely for the
purpose of office space and for no other purpose whatsoever, without the
express prior written consent of Lessor which shall not be unreasonably
withheld. Without limiting the generality of the foregoing or the
provisions of Paragraph 21.1, the Leased Premises shall not be used at
any time or in any manner for any matter related in any way to the
conduct or operation of a pornographic bookstore, movie theater dance or
night club featuring nude or partially nude performers or employees, or
any other sexually explicit business.
4. BASE RENTAL:
4.1 Lessee hereby agrees to pay during the initial term hereof a base annual
rental herein called ("Base Rental") as provided for in the Addendum of
this Lease. Lessee shall also pay, as additional rent during the initial
term hereof all other sums of money as shall become due and payable by
Lessee to Lessor under this Lease. The Lessor shall have the same
remedies of default for the payment of additional rent as are available
to Lessor in the case of a default in the payment of Base Rental. Such
Base Rental, together with any adjustments of rent provided for herein
then in effect, shall be due and payable in twelve (12) equal
installments on the first day of each calendar month during the Lease
Term.
4.2 Lessee hereby agrees to pay the Base Rental to Lessor at Lessor's address
as provided herein monthly in advance without demand. Other remedies for
nonpayment of rent notwithstanding, if the Base Rental is not received by
the Landlord on or before the tenth day of the month for which rent is
due, a late charge in the amount of five percent (5%) of all past due
amounts owed on such date, shall become due and payable in addition to
the Base Rental owed under this Lease. Said late charge is intended to
defray the costs incurred by Landlord as a result of handling and
collecting such late payment, and will not be charged as either a penalty
or as interest on past due amounts.
5. BASE RENTAL ADJUSTMENT:
5.1 The Base Rental Adjustment shall be calculated in the following
manner:
5.1.1 For the purpose of this Lease, Lessee's Base Rental includes an
expense component applicable to Lessee's prorata share of base year
"Basic Costs" (hereinafter defined) equal to the 1999 actual operating
expenses of the total Net Rentable Area of the Building, adjusted as
provided in 5.1.2, below.
5.1.2 Within 120 days from the end of each calendar year, Lessor shall
deliver to Lessee an operating statement of Lessor's actual Basic Costs
for said year. In the event the Building is not 100% occupied during any
year of the lease term, an adjustment shall be made in computing the
Basic Cost for such year so that the Basic Cost shall be computed for
such year as though the Building had been 95% occupied for an entire
year.
5.1.3 In the event that the Actual Basic Costs for the previous calendar
year exceed that set out in paragraph 5.1.1, i.e. the Basic Costs for
calendar year 1999, Lessee shall pay to Lessor within thirty days of
receipt of a Statement from Lessor reciting any rental adjustment due,
Lessee's share of such excess, whether or not this Lease shall then be in
effect, without reduction or set off, as additional rent over and above
the Base Rental.
5.2 At the time the operating statement for the previous year is delivered to
Lessee, Lessor shall also deliver a Basic Cost Expense Estimate for the
then current year, based on reasonable escalations from the previous
year's expenses. This delivery shall be incumbent on Lessor for each
year of the remaining term of the Lease.
5.2.1 Lessee shall pay Lessor the increase between the calendar year
1999 actual Basic Costs and the current operating year Basic Cost Expense
Estimate, but Lessor shall invoice Lessee 1/12 of said increase for each
month of the calendar year, and Lessee shall pay such increase coincident
with its normal monthly rental payment.
5.2.2 In the event that any Annual Estimate shall be in excess of the
expenses as indicated in the operating statement delivered to the Lessee,
as directed in 5.1.2, above, then Lessee shall receive a credit against
its rental payment due for such overpayment coincident with the delivery
of the operating statement to Lessee.
5.2.3 In the event that any Annual Estimate shall be less than the
expenses as indicated in the operating statement delivered to the Lessee,
as directed in 5.1.2, above, then Lessee shall pay such difference within
thirty days of the delivery of the operating statement to Lessee.
5.3 Nothing contained in this Paragraph 5 shall be construed at any time as
to reduce the monthly installments of Base Rental payable hereunder below
the amount set forth in Article 4, Paragraph 4.1 of this Lease.
6. BASIC COST DEFINED:
6.1 "Basic Cost" as said term is used herein shall consist of all normal and
customary operating expenses of the Building, which shall be computed on
the accrual basis in accordance with generally accepted accounting
principles and shall consist of all reasonable expenditures
similar to other first class office buildings in Houston, Texas, by
Lessor to maintain all facilities in operation from the beginning of
the lease term and such additional facilities in subsequent years as
may be reasonably determined by Lessor to be necessary. The term
"operating expenses" as used herein shall mean all expenses, costs
and disbursements (but not replacement of capital investment items
nor specific costs especially billed to and paid by specific tenants)
of every kind or nature which Lessor shall pay or become obligated to
pay because of or in operation of the Building, including but not
limited to, the following:
6.1.1 Wages, salaries and benefits of all employees directly engaged in
operating and maintenance of the Building as well as employees of
independent contractors, security and janitorial services and personnel
who may provide traffic control relating to ingress and egress to and
from the Parking Garage (described in Paragraph 14.1) to the adjacent
public streets. All taxes, and benefits relating to employees providing
these services shall be included, but limited to the equivalent of one
building manager and one engineer in the exclusive service of the
building.
6.1.2 All supplies and materials directly used in and maintenance of the
Building and in maintaining the on site Management Office.
6.1.3 Cost of all utilities for the Building including the cost of water
and power, heating, lighting, air conditioning and ventilating for the
Building.
6.1.4 Cost of all maintenance and service agreements for the Building,
and the equipment therein, including alarm service, window cleaning,
elevator maintenance, pest control, and interior and exterior landscape
maintenance.
6.1.5 Cost of all insurance relating to the Building, including the cost
of casualty, liability and rental insurance applicable to the Building
and Lessor's on site personal property used in connection therewith.
6.1.6 All taxes and assessments and governmental charges whether
federal, state, county or municipal, and whether they be by taxing
districts or authorities presently taxing the Building, the Real Property
and/or the Parking Garage or by others, subsequently created and any
other taxes, assessments, expenses including disbursements to experts and
other witnesses' fees incurred in contesting the validity or amount of
any taxes or in obtaining a refund of taxes attributable to the Building
or its operation. It is agreed that Lessee will be responsible for ad
valorem taxes on its personal property and on the value of leasehold
improvements to the extent that same exceed standard building allowance.
6.1.7 Cost of repairs and general maintenance (excluding repairs and
general maintenance paid by proceeds of insurance or by Lessee or other
third parties, and alterations attributable solely to specific tenants of
the Building other than Lessee).
6.1.8 Amortization of the cost of installation of capital investment
items which are primarily for the purpose of reducing operating costs.
All such costs shall be amortized over
the reasonable life of the capital investment items by an additional
rent, with the reasonable life and amortization schedule being
determined in accordance with generally accepted accounting
principles to be determined by Lessor and in no event to extend
beyond the reasonable life of the Building. In the case of capital
investment for the purpose of reducing operating expenses, Lessor
shall provide Lessee with a cost justification of its practicality.
The amortization cost shall not exceed the actual savings in any year.
6.1.9 Lessor's central accounting costs applicable to the Building.
6.1.10 A management fee for the management company of the Building, not
to exceed 4% of gross rentals.
6.2 Expressly excluded from the definition of the term Operating Costs are:
6.2.1 Repairs or other work occasioned by fire, windstorm, or other
casualty or condemnation.
6.2.2 Leasing commissions, attorney's fees, costs and disbursements and
other expenses incurred in connection with negotiations or disputes with
tenants, other occupants, or prospective tenants or other occupants.
6.2.3 Costs incurred in renovating or otherwise improving or decorating,
painting, or redecorating space for tenants or other occupants or vacant
space.
6.2.4 Lessor's cost of electricity and other services sold to tenants
and for which Lessor is entitled, or would ordinarily be entitled, to be
reimbursed by tenants as an additional charge or rental over and above
the base rental payable under the lease agreement with such tenant.
6.2.5 Costs incurred by Lessor for alterations, additions, and
replacements which are considered capital improvements and replacements
under generally accepted accounting principals.
6.2.6 Depreciation and amortization.
6.2.7 Costs of capital nature, including, but not limited to, capital
improvements, capital replacements, tenant improvements made to any lease
space, capital repairs, capital equipment and capital tools, all in
connection with generally accepted accounting principals.
6.2.8 Expenses in connection with services or other benefits of a type
which are not provided Lessee but which are provided to another tenant or
occupant.
6.2.9 Costs (including penalties, fines and legal expenses) incurred due
to violation by Lessor or any tenant of the terms and conditions of the
Lease or any other Lease.
6.2.10 Fees or other compensation paid to subsidiaries or affiliates of
Lessor for services on or to the Building, to the extent that the costs
of such services exceed competitive costs of such services were they not
so rendered by a subsidiary or affiliate.
6.2.11 Interest on debt or amortization payments on any mortgage(s), and
rental under ground or underlying lease(s).
6.2.12 Any compensation paid to clerks, attendants, or other persons in
commercial concessions operated by Lessor.
6.2.13 Rentals and other related expenses incurred in leasing air
conditioning systems, elevators, or other equipment ordinarily considered
to be of a capital nature, except equipment which is used in providing
janitorial services and which is not fixed to the Building.
6.2.14 All items and services for which a lessee reimburses Lessor or
pays third persons.
6.2.15 Advertising and promotional expenditures.
6.2.16 Any other expense which under generally accepted accounting
principles and practice would not be rendered as a normal maintenance or
operating expense.
6.2.17 Any costs, fines, penalties, legal fees or costs of litigation
incurred due to violations by Lessor, its employee(s), agents,
contractors or assigns, of any governmental rule or authority.
6.2.18 Management fees in excess of four percent (4%) of base rent plus
escalations.
6.2.19 Costs of sculpture, paintings or other objects of art.
6.2.20 Wages, salaries, or other compensation paid to any executive
employees above the grade of building manager.
6.2.21 Interest or penalties due to late payments of taxes, utility bills
and other costs.
6.2.22 Federal and state taxes on income; death, estate or inheritance
taxes; franchise taxes and any taxes improved or measured on or by the
income of Lessor from the operation of the Building or imposed in
connection with any change of ownership of the Building.
6.2.23 All janitor and cleaning cost for specific tenants, or related to
construction.
6.2.24 Overtime HVAC charges paid by other tenants.
6.2.25 Lessor's general partnership on corporate overhead and general
administrative expenses.
6.3 Within ninety (90) days of its receipt of the operating statement, Lessee
at its sole cost and expense shall have the right to review in Lessor's
offices and during normal business hours, Lessor's records of Taxes and
Basic Costs. If an error in calculating Basic Cost is disclosed by Lessee
(or its representative), the amount of any overcharges paid by Lessee
shall be credited against the next monthly escalation charges, or if
none, promptly refunded to Lessee.
7. SECURITY DEPOSIT: $5,250.00.
8. SERVICES TO BE FURNISHED BY LESSOR:
8.1 Lessor covenants and agrees with Lessee to operate the building and
parking garage in a first class manner, and at least equal to the
standards of office buildings of a like kind in the City of Houston,
including:
8.1.1 To use its best efforts to cause sufficient public utilities to
furnish the electricity, gas, HVAC and water utilized in operating any
and all facilities throughout the Leased Premises and Building. Lessee,
by advance notice may request, and Lessor shall provide, overtime HVAC
(i.e. HVAC services provided at other than normal building hours which
are defined in 8.1.3, below) service to Lessee's Leased Premises.
"Advance notice" shall be defined herein as being no later than 12:00
p.m. of the same day that overtime air is requested (except for weekend
overtime air which shall be requested by 12:00 p.m. on the Friday
preceeding the weekend on which overtime air is requested.) The overtime
air shall be charged to Lessee at the rate of $25/hour.
8.1.2 To provide (as part of the Basic Costs of the Building) limited
access to the building during weekends and after normal working hours
during the week. Lessor shall not be liable to Lessee for losses due to
theft or burglary, or other damages done by unauthorized persons on the
Building, Real Property or Parking Garage premise, unless due to the
negligence of Lessor, its employees, contractors, or agents.
8.1.3 To furnish the following services to (as part of the Basic Costs
of the Building) Lessee between normal business hours which are 8:00 a.m.
to 6:00 p.m. Monday through Friday and 8:00 a.m to 12:00 p.m. Saturday.
8.1.3.1 Water at those points of supply provided for general use of
other tenants in the building, central heat and air conditioning in
season, at such temperatures and in such amounts as are necessary to
maintain the temperature between 72-77 degrees F', but such services at
times during week days other than normal business hours for the Building,
on Saturday afternoons, Sundays and holidays to be furnished only upon
the request of Lessee, who shall bear the entire charge thereof except as
provided for in the Addendum to this Lease, routine maintenance and
electric lighting services for all public areas and special service areas
of the Building in the manner and to the extent necessary to maintain a
first class office building.
8.1.3.2 Janitor service on a five (5) day week basis at no extra
charge, similar to standards of a first class office building in Houston,
Texas, such service to include, without limitation, cleaning and
maintenance of the public areas of the Building as well as all occupied
offices in the Building, including trash pick-up, vacuuming of rugs and
carpets, dusting, etc. The bathroom in Lessee's space shall be cleaned by
the janitorial service as part of the normal five day per week cleaning
service.
8.1.3.3 Electrical facilities to furnish sufficient power for
standard office equipment, but not including electricity required for any
item of electrical equipment which (singly) consumes more than 2.0
kilowatts at rated capacity or requires a voltage other than 120 volts
single phase. Lessee shall pay to Lessor, monthly as billed, such charges
as may be separately metered or as Lessor's engineer may compute for any
electrical service in excess of that first stated above.
8.1.3.4 All fluorescent bulb and ballast replacement in all areas,
and all incandescent bulb replacement in the leased premises and other
public areas, toilet, Restroom areas and stairwells. Failure by Lessor to
any extent to furnish these defined services, or any cessation thereof
resulting from causes beyond the control of Lessor shall not render
Lessor liable in any respect for damages to either person or property,
nor be construed as an eviction of Lessee nor work an abatement of rent
nor relieve Lessee from fulfillment of any covenant or agreement thereof.
Should any of the equipment or machinery break down, or for any cause
cease to function properly; Lessee shall have no claim for rebate,
abatement or deduction in any rental paid or payable hereunder due to
interruption in service occasioned thereby or resulting therefrom, except
as modified by the following paragraph.
Notwithstanding the above, in the event such services are not restored
within three (3) days, Lessee's rent shall xxxxx until such services are
restored. In the event such services are not restored within thirty (30)
days of the initial occurrence, Lessee shall have the right to terminate
the Lease.
8.1.3.5 Elevator service 24 hours a day, seven days a week.
8.1.3.6 Telekey access which will allow Lessee to provide access to
its clients after normal business hours and on weekends.
8.1.3.7 Periodic window washing.
9. KEYS AND LOCKS:
9.1 Lessee shall be furnished with keys for access to the Leased Premises.
All such keys shall remain the property of Lessor. No additional locks
shall be allowed on any door of the Leased Premises without Lessor's
permission, except the existing mechanical punch key locks on the
interior corridor doors. Any additional key required by Lessee shall be
made by Lessor and billed to Lessee at Lessor's actual cost.
Upon termination of this Lease, Lessee shall surrender to Lessor all keys
of the Leased Premises, and give to Lessor the explanation of the
combination of all locks for safes, safe cabinets and vault doors, if
any, in the Leased Premises.
10. GRAPHICS:
10.1 To provide and install, at Lessee's cost, all graphics as well as a
listing in the Building Directory.
11. IMPROVEMENTS:
11.1 Lessor and Lessee agree the Leased Premises will be built out in
accordance with Exhibit "B", and shall be at the sole cost of Lessor,
save and except additions and Tenant Extra Improvements, as may be
contracted for separately between Lessor and Lessee, and which shall be
delineated on Exhibit "B-1", attached hereto.
12. PEACEFUL ENJOYMENT:
12.1 That Lessee shall, and may peacefully have, hold and enjoy the Lease
Premises subject to the other terms thereof and also subject to any
ground leases or mortgages which shall be placed on the Building, the
Parking Garage and/or the Real Property, provided that Lessee pays the
rental and other sums herein recited to be paid by Lessee and performs
all of Lessee covenants and agreements herein contained. It is understood
and agreed that this covenant and any and all other covenants of Lessor
contained in the Lease shall be binding upon Lessor and its successors
only with respect to breaches occurring during its and their respective
ownership of the Lessor's interest hereunder.
13. LIMITATION OF LANDLORD'S PERSONAL LIABILITY:
13.1 Lessee specifically agrees to look solely to Lessor's interest in the
Building as it may be encumbered from time to time for the recovery of
any judgment from Lessor, it being agreed that Lessor shall never be
personally liable for any such judgment nor shall Lessor ever be liable
for consequential or specific damages of the Lessee as a result of the
Lessor's breach of this Lease. The provision contained in the foregoing
sentence is not intended to, and shall not limit any right the Lessee
might otherwise have to obtain injunctive relief against Lessor or
Lessor's successors in interest.
14. PARKING:
14.1 Lessee shall have as parking stickers for 10 spaces on a non-reserved
basis; seven (7) of these shall be in the basement level and three (3)
shall be on the roof level. These spaces shall be on a "first come-first
serve" basis. Lessor may designate the area within which each such car
may be parked and Lessor may change such designations from time to time.
Lessor may make, modify and enforce rules and regulations relating to the
parking of automobiles in the
Parking Facilities, and Lessee will abide by such rules and regulations.
The right of Lessee to utilize the Parking Facilities shall be subject
to the right of other Lessees in the building.
15. PAYMENTS BY LESSEE:
15.1 Lessee covenants and agrees with Lessor to pay all rent and sums provided
to be paid to Lessor hereunder at the times and in the manner provided.
Lessee further agrees to pay late charges as provided herein.
16. REPAIRS BY LESSOR:
16.1 Unless otherwise stipulated herein, Lessor shall not be required to make
any improvements or repairs of any kind or character on the Leased
Premises during the term of this Lease, except such repairs as may be
required for normal maintenance operations. All improvements in excess of
building standard improvements will be maintained by Lessor at Lessor's
cost. Any such repairs caused by Lessee's negligence shall be at Lessee's
sole cost and expense. Notwithstanding, Lessor understands and agrees
that it is the obligation of Lessor to maintain the project in the manner
of office buildings in Houston, Texas of a similar class.
17. REPAIRS BY LESSEE:
17.1 Lessee agrees at its own cost and expense, to repair or replace any
damage or injury done to the Building, or any part thereof, caused by
Lessee or Lessee's agents, employees, or invitees; provided, however, if
Lessee fails to make such repairs or replacement promptly Lessor may, at
its option, make such repairs or replacements, and Lessee shall repay the
cost thereof to the Lessor on demand.
18. CARE OF THE LEASED PREMISES:
18.1 Lessee agrees not to commit or allow any waste or damage to be committed
on any portion of the Leased Premises, and at the termination of this
Lease, by lapse of time or otherwise, to deliver up said Leased Premises
to Lessor in as good condition as at date of possession by Lessee,
ordinary depreciation, wear and tear excepted, and damage by casualty
which Lessee is not obligated to repair or restore, and upon such
termination of the Initial Lease, Lessor shall have the right to re-enter
and resume possession of the Leased Premises.
19. ASSIGNMENT OR SUBLEASE:
19.1 In the event Lessee should desire to assign this Agreement or sublet the
Leased Premises or any part thereof subsequent to the sub-lease described
in Paragraph 19.1, above, Lessee shall give Lessor written notice of such
desire at least thirty (30) days in advance of the date on which Lessee
desires to make such assignment or sublease. Lessor shall then have a
period of fifteen (15) days following receipt of such notice within which
to notify Lessee in writing that Lessor elects either (1) to terminate
this agreement as to the space so affected as of the date so specified by
Lessee, in which event Lessee will be relieved of all further obligation
hereunder as to such space provided Lessee may within ten (10) days
rescind its request to assign or sublet upon receipt of Lessor's written
notice to terminate; or (2) to permit Lessee to assign or sublessee
space, subject, however; to subsequent written reasonable approval of the
proposed assignee or sublessee by Lessor; or (3) to refuse to consent
(with cause only) to Lessee's assignment or subleasing such space and to
continue this Lease in full force and effect as to the entire Leased
Premises. If Lessor elects to exercise option (2) above, Lessee agrees to
provide at its expenses, direct access from such sublet space to a public
corridor of the Building. No assignment or subletting by Lessee shall
relieve Lessee of any obligation under this Lease. Any attempted
assignment of sublease by Lessee in violation of the terms and covenants
of this paragraph shall be an event of default hereunder and shall be
void.
19.2 Consent by Lessor to a particular assignment or sublease or other
transaction shall not be deemed a consent to any other or subsequent
transaction. If this lease be assigned, or if the Leased Premises be
subleased (whether in whole or in part) or in the event of the mortgage,
pledge or hypothecation of Lessee's leasehold interest without the prior
express written permission of Lessor, Lessor may nevertheless collect
rent from the assignee, sublessee, mortgagee, pledgee, party to whom the
leasehold interest was hypothecated, or other occupant and apply the net
amount collected to the rent payable hereunder, but no such transaction
or collection of rent or application thereof by Lessor shall be deemed a
waiver of these provisions or of any default hereunder or a release of
Lessee from the further performance by Lessee of its covenants, duties
and obligations hereunder. Lessor agrees to not unreasonably withhold or
delay its consent to any assignments or sublessee.
20. ALTERATIONS, ADDITIONS, IMPROVEMENTS:
Lessee agrees not to permit the Leased Premises to be used for any
purpose other than that stated in the Use clause hereof, or make or allow
to be made any alterations or physical additions in or to the Leased
Premises without first obtaining the written consent of Lessor, which
shall not be unreasonably withheld or delayed. Such alterations, physical
additions, improvements, to the Leased Premises by Lessee, shall at once
become the property of Lessor and shall be surrendered to Lessor upon the
termination of this Lease by lapse of time or otherwise, provided,
however, this clause shall not apply to trade fixtures, movable equipment
or furniture owned by Lessee. Also, should Lessee wish to make additions
to the space, at its cost, and remove such additions at the termination
of its Lease, then Lessee shall provide advance written notification of
such intent to Lessor, and Lessor shall be obligated to give its approval
so long as Lessee agrees to repair, at its cost, any damage caused by
such removal.
21. LEGAL USE AND VIOLATIONS OF INSURANCE COVERAGE:
21.1 Lessee agrees not to occupy or use, or permit any portion of the Leased
Premises to be occupied or used for any business or purpose which is
unlawful, disreputable or deemed to be extra-hazardous or permit anything
to be done which would in any way increases the rate of fire insurance
coverage on said Building and/or its contents.
22. LAWS AND REGULATIONS/RULES OF BUILDING:
22.1 Lessee and Lessor agree to comply with-all laws, ordinances, orders,
rules and regulations (state, federal, municipal and other agencies or
bodies having any jurisdiction thereof) relating to the use, condition or
occupancy of the Leased Premises.
22.2 Lessee will comply with the reasonable and customary rules of the
Building provided herein by Lessor for the safety, care and cleanliness
of the Leased Premises and for preservation of good order therein. The
initial Building Rules and Regulations are set forth in Exhibit "C"
attached hereto and made a part hereof.
23. ENTRY FOR REPAIRS AND INSPECTION:
23.1 Lessee agrees to permit Lessor or its agents or representatives to enter
into and upon any part of the Leased Premises at all reasonable hours
with prior notice except in the case of an emergency (whether or not
accompanied by Lessee or an agent of Lessee) to inspect same, clean or
make repairs, alterations or additions thereto, as Lessor may reasonably
deemed necessary or desirable, and Lessee shall not be entitled to any
abatement or reduction or rent by reason thereof. Lessor agrees to use
its best efforts to make such repairs, alterations or additions after
normal business hours.
24. NUISANCE:
24.1 Lessee agrees to use its reasonable efforts to conduct its business and
control its agents, employees, and invitees in such manner as not to
create any nuisance, or interfere with, annoy or disturb any other tenant
or Lessor in his operation of the Building.
25. SUBORDINATION TO MORTGAGE:
25.1 This Lease is subject and subordinate to any lien mortgage or deed of
trust or ground lease which may now or hereafter encumber the Building of
which the Lease Premises is a part and to all renewals, modifications,
consolidations, replacements and extensions thereof. This clause shall be
self-operative and no further instrument of subordination need be
required by any mortgagee. In confirmation of such subordination,
however, Lessee shall at Lessor's request execute promptly any
appropriate certificate or instrument that Lessor may reasonably request.
In the event of the enforcement by the trustee or the beneficiary under
any such mortgage or deed of trust or ground lease, Lessee will, upon
request of any person or party succeeding to the interest of Lessor as a
result of such enforcement, automatically become the Lessee of such
successor in interest without change in the terms or other provisions of
this Lease; provided, however, that such successor in interest shall not
be bound by (i) any payment of rent or additional rent for more than one
month in advance except prepayments in the nature of security for the
performance by Lessee of its obligations under this Lease or (ii) any
amendment or modification of this Lease made without the written consent,
not unreasonably withheld, and subject to the "Non-Disturbance language"
contained in Exhibit "D" of this Lease, of such Trustee or such
beneficiary or such successor
in interest, unless such amendment or modification was executed prior
to the transfer of interest. Upon request by such successor interest,
Lessee shall execute and deliver an instrument or instruments confirming
the attornment herein provided for.
26. ESTOPPEL CERTIFICATE OR THREE-PARTY AGREEMENT:
26.1 At Lessor's request Lessee will execute either an estoppel certificate
addressed to Lessor's mortgagee or a three-party agreement among Lessor,
Lessee and said mortgagee or an estoppel certificate addressed to Lessor
or any other party, certifying as to such fact (if true) and agreeing to
such notice provisions and other matters as such mortgagee or any other
party may reasonable require in connection with Lessor's financing.
27. CONDEMNATION AND LOSS OR DAMAGE:
27.1 Lessor and Lessee mutually covenant and agree as follows: If the Leased
Premises shall be taken or condemned for any public purpose, or if a
condemnation results in the loss of so many parking spaces or common
areas as to make it impossible for Lessee to reasonably carry on his
business (or if a voluntary conveyance in lieu thereof is made) this
lease shall cease and terminate. All proceeds from any taking or
condemnation of the Leased Premises shall belong to and be paid to
Lessor, and Lessor shall have the sole right and authority to negotiate
with any public or condemning authorities with respect thereto. However,
Lessee shall have the right to file a separate claim.
28. DAMAGES FROM CERTAIN CAUSES:
28.1 Lessor shall not be liable or responsible to Lessee for any loss or
damage to any property or person occasioned by theft, fire, act of God,
public enemy, injunction, riot, strike, insurrection, war, court order,
requisition or order of governmental body or authority, and other act of
force majeure.
29. DEFAULT BY LESSEE:
29.1 If default shall be made in the payment of any sum to be paid by Lessee
under this Lease, and default shall continue for ten (10) days following
receipt of written notice, or default shall be made in the performance of
any of the other covenants or conditions which Lessee is required to
observe and to perform, and such default (other than extra-hazardous use
of the Leased Premises) shall continue for twenty (20) days following
written notice, or if the interest of Lessee under this Lease shall be
levied on under execution or other legal process, or if any petition
shall be filed by or against Lessee or any Guarantor hereof to declare
Lessee or any Guarantor hereof bankrupt or to delay, reduce or modify
Lessee's debts or obligations, or that of any Guarantor hereof or if any
petition shall be filed or other action taken to reorganize or modify
Lessee's capital structure, or that of any Guarantor hereof or if Lessee
or any Guarantor hereof is declared insolvent according to law, or if any
assignment of Lessee's property or that of any Guarantor hereof shall be
made for the benefit of creditors, or if a receiver or trustee is
appointed for Lessee or any Guarantor or its property, or, if either
Lessee or any Guarantor hereof is a corporation and a majority of the
common voting stock of Lessee or such Guarantor is sold, transferred,
assigned, or conveyed (whether voluntarily or involuntarily) without the
prior written consent of Lessor, or if either Lessee or any Guarantor
hereof is a joint venture, partnership or like entity and a majority of
the ownership interest therein is sold, transferred, assigned or conveyed
(whether voluntarily or involuntarily) without the prior written consent
of Lessor (excepting the case of a sale or transfer of corporate or joint
venture/partnership interests to family members or affiliates); or upon
any other event of default described in any other provision of this
Lease; then Lessor may treat the occurrence of any one or more of the
foregoing events as a breach of this Lease (provided that no such levy,
execution, legal process or petition filed against Lessee shall
constitute a breach of this Lease if Lessee shall vigorously contest the
same by appropriate proceedings and shall remove or vacate the same
within thirty (30) days from the date its creation, service or filing)
and thereupon, at Lessor's option, may have any one or more of the
following described remedies in addition to all other rights and remedies
provided at law or in equity:
29.1.1 Lessor may terminate this Lease and forthwith repossess the Leased
Premises and be entitled to recover forthwith as damages a sum of money
equal to the total of (i) the cost of recovering the Leased Premises,
(ii) the unpaid rent earned at the time of termination, plus interest
thereon at the rate of eighteen percent (18%) per annum from the due
date, (iii) the balance of the rent for the remainder of term less the
fair market value of the Leased Premises for said period and (iv) any
other sum of money and damages owed by Lessee to Lessor.
29.1.2 Alter locks and other security devices at the Leased Premises.
29.1.3 Lessor may terminate Lessee right to possession (but not the
Lease) and may repossess the Leased Premises by forcible entry or
detainer suit or otherwise, without demand or notice of any kind to
Lessee and without terminating this Lease, in which event Lessor may, but
shall be under no obligation to do so unless provided by law, relet the
Leased Premises or any portion thereof for the account of Lessee for such
rent and upon such terms as shall be satisfactory to Lessor, as further
provided in Paragraph 31.1. For the purpose of such reletting, Lessor is
authorized to decorate or to make any repairs, changes, alteration or
additions in or to Leased Premises, or if the same are relet and a
sufficient sum shall not be realized from such reletting after paying the
unpaid basic and additional rent due hereunder earned but unpaid at the
time of reletting plus eighteen percent (18%) per annum thereon, no such
reletting shall be construed as an election on the part of Lessor to
terminate this Lease unless a written notice of such intention be given
by Lessor to Lessee.
Notwithstanding any such reletting without termination, Lessor may at any
time thereafter elect to terminate this Lease, for such pervious breach.
All claims or damages by reason of re-entry and/or possession and/or
alteration of locks or other security devices are hereby waived as are
all claims for damages by reason of any distress warrant, forcible
detainer proceedings, sequestration proceedings or any other legal
process. Lessee agrees that any re-entry by Lessor may be pursuant to
judgment obtained in detainer proceedings or other
legal proceedings or without the necessity for any legal proceedings,
as Lessor may elect and Lessor shall not be liable in trespass or
otherwise.
29.1.4 The exercise by Lessor of any one or more remedies granted under
Article 30 or otherwise available to Lessor shall not be deemed to be an
acceptance of surrender of the Leased Premises by Lessee, whether by
agreement or by operation of law, it being understood that such surrender
can be effected only by the written agreement of Lessor and Lessee.
30. LESSOR'S RIGHT TO RELET:
30.1 In the event of default by Lessee in any of the terms or Covenants of
this Lease or in the event the Premises are abandoned by Lessee without
legal justification, Lessor shall make reasonable attempts to relet same
for so much of the remainder of the term provided for herein as Lessor
shall determine in its discretion; and if the rent received through such
reletting does not at least equal the rent provided for herein, Lessee
shall pay and satisfy the deficiency between the amount of the rent so
provided for and that received through reletting, and in addition
thereto, shall pay all reasonable expenses incurred in connection with
any such reletting, including, but not limited to, leasing commissions,
the cost of removing and storing Lessee's or other occupant's property,
and Lessor's legal fees.
Nothing herein shall be construed as in any way denying Lessor the right
in the event of abandonment of said Premises or other breach of this
Agreement by Lessee, to treat the same as an entire breach of this
Agreement and any and all damages which Lessor suffers thereby. In no
event shall Lessee be entitled to any excess of the rent obtained by
reletting over and above the rent herein reserved. Action to collect
amounts due by Lessee as provided in this Article 31 may be brought from
time to time, on one or more occasions, without the necessity of Lessor's
waiting until expiration of the Lease term.
30.2 In the event that Lessor is entitled to change the locks at the Leased
Premises pursuant to any of the foregoing provisions, Lessee agrees that
entry may be gained for that purpose through use of a duplicate or master
key or any other peaceable means, that same may be conducted out of the
presence of Lessee, if Lessor so elects, that no notice shall be required
to be posted by Lessor on any door to the Leased Premises (or any other
information), and that Lessor shall not be obligated to provide a key to
the changed lock to Lessee unless Lessee shall have first:
(1 ) brought current all payments due to Lessor under this Lease;
provided, however, that if Lessor has therefore formally and permanently
repossessed the Leased Premises, or has terminated this Lease, then
Lessor shall be under no obligation to provide a key to the new lock(s)
to Lessee regardless of Lessee's payment of past-due rent or other
past-due amounts, damages, or any other payments or amounts of any nature
or kind whatsoever;
(2) fully cured and remedied to Lessor's satisfaction all other defaults
of Lessee under this Lease (but if such default are not subject to cure,
such as, but not limited to, early
abandonment or vacating of the Leased Premises, then Lessor shall not
be obligated to provide the new key to Lessee under any circumstances);
and,
(3) given Lessor security and assurance reasonably satisfactory to Lessor
that Lessee intends to and is able to meet and comply with its future
obligations under this Lease, both monetary and non-monetary.
Lessor will, upon written request by Lessee, at Lessor's convenience and
upon Lessee s execution and delivery of such waivers and indemnifications
as Lessor may require, at Lessor's option either (i) escort Lessee or its
specifically authorized employees or agents to the Leased Premises to
retrieve personal belongings and effects of Lessee's employees (as
opposed to property which is an asset of Lessee or any Guarantor), and
property of Lessee that is not subject to the landlord's liens and
security interest described in Paragraph 29.1 or (ii) obtain from Lessee
a list of such property described in (i), above, and arrange for such
items to be removed from the Leased Premises and made available to Lessee
at such place and at such time in or about the premises of the Building
as Lessor may designate; provided, however, that if Lessor elects option
(ii), then Lessee shall be required to deliver to Lessor such waivers and
indemnification as Lessor may require in correction therewith, and pay in
cash in advance to Lessor (A) the estimated costs that Lessor will incur
in removing such property from the Leased Premises and making same
available to Lessee at the stipulated location, and (B) all moving and/or
storage charges theretofore incurred by Lessor with respect to such
property. The provisions of this Paragraph 30.2 are intended to override
and supersede any conflicting provisions of the Texas Property Code
(including, without limitation, Section 92.008 thereof, and any
amendments or successor statutes thereto), and of any other law, to the
maximum extent permitted by applicable law.
30.3 In the event of termination or repossession of the Leased Premises for an
event of default, Lessor shall not have any obligation to relet or
attempt to relet the Leased Premises, or any portion thereof, or to
collect rental after reletting; but Lessor shall have the option to relet
or attempt to relet; and in the event of reletting, Lessor may relet the
whole or any portion of the Leased Premises for any period, to any
tenant, for any rental, and for any use and purpose, as Lessor may
determine in its discretion.
30.4 If Lessee should fail to make any payment or cure any default under this
Lease within the time period (if any) provided for in Paragraph 30.1,
above, Lessor, without being under any obligation to do so and without
thereby waiving such default, may make such payment and/or remedy such
other default for the account of Lessee (and enter the Leased Premises
for such purpose), and thereupon Lessee shall be obligated to, and hereby
agrees to, pay Lessor, upon demand, all costs, expenses and disbursements
(including, but not limited to, reasonable attorney's fees) incurred by
Lessor in taking such remedial action.
31. HOLDING OVER:
31.1 In the event of holding over by Lessee after expiration or termination of
this Lease without the written consent of Lessor, Lessee shall pay as
liquidated damages 110% of the then
current rent for the entire holdover period. No holding over by Lessee
after the term of this Lease shall operate to extend the Lease. In the
event of any unauthorized holding over, Lessee shall indemnify Lessor
against all claims for damages by any other Lessee to whom Lessor may
have leased all or any part of the Premises covered hereby effective
upon the termination of this Lease. Any holding over with the consent
of Lessor in writing shall thereafter constitute the term of this
Lease to be renewable on a month to month basis provided both Lessor
and Lessee mutually agree to the terms and conditions thereof.
32. ATTORNEY'S FEES:
32.1 In the event that either party to this Lease defaults in the performance
of any of the terms, covenants, agreements, or conditions contained in
this Lease and, following any notice or grace period provided herein, the
non-defaulting party places the enforcement of this Lease or any part
thereof or, in the case of Lessor, the collection of any rents due or to
become due hereunder or recovery of the possession of the Leased
Premises, in the hands of an attorney or files suit upon the same, the
defaulting party shall pay to the non-defaulting party reasonable
attorney's fees in addition to any other amounts to which the
non-defaulting party may show itself entitled.
33. ALTERATION:
33.1 This agreement may not be altered, changed or amended, except by an
instrument in writing, signed by both parties hereto.
34. ASSIGNMENT BY LESSOR:
34.1 Lessor shall have the right to transfer and assign, in whole or in part,
all its rights and obligations hereunder and in the Building and property
referred to herein. In such event, no further liability or obligation
shall thereafter accrue against Lessor hereunder, provided such assignee
assumes all of Lessor's obligations herein.
35. NON-WAIVER:
35.1 Failure of Lessor to declare any default immediately upon occurrence
thereof, or delay in taking action in connection therewith, shall not
waive such default, but Lessor shall have the right to declare any such
default at any time and take such action as might be lawful or authorized
hereunder, either in law or in equity. No action by acceptance of an
attempted surrender of the Leased Premises shall be valid unless made in
writing and signed by the Lessor. No entry or taking possession of the
Leased Premises by Lessor shall be construed as an election on its part
to terminate this Lease unless a written notice of such intent be given
to Lessee.
36. FIRE CLAUSE:
36.1 Subject to the provisions of Paragraph 39.1 hereof, if the Leased
Premises, the Building or Parking Garage shall be damaged by fire or
other casualty resulting from any fault or negligence of Lessee, its
agents, employees or invitees, such damage shall be repaired by and at
the expense of Lessee under the direction and supervision of Lessor and
rent shall continue without abatement.
36.2 If the Leased Premises should be totally destroyed by fire or other
casualty not caused by negligence or fault of Lessee, its agents,
employees or invitees, or if the Leased Premises or the Building should
be so badly damaged by such fire or other casualty as to make the Leased
Premises untenantable, then, in any such event, Lessor shall have the
option to (a) terminate this Lease by written notice delivered to Lessee
within thirty (30) days following the event of such damage or
destruction, in which event neither party hereto shall thereafter have
any further or future obligations hereunder, or (b) continue this Lease
in force and effect, in which event Lessor shall promptly and diligently
repair and restore the damaged or destroyed improvements to substantially
the same condition existing prior to such damage or destruction. For the
period beginning on the date that the Leased Premises were rendered
untenantable to the date of restoration of the Leased Premises to
substantially the same condition existing prior to such damage or
destruction, the rental payable hereunder shall be proportionately
abated. For purposes of this Article 36.2, "untenantable" shall mean that
the Leased Premises have been made inaccessible or unfit in Lessor's
reasonable opinion, for use for the purposes set forth in Article 3.1 as
a result of fire or other casualty, and Lessee does not occupy the Leased
Premises during normal business hours following such casualty.
36.3 If the Leased Premises should be damaged by fire or other casualty not
caused by negligence, faults or acts of Lessee, its agents, employees or
invitees, but the Leased Premises are not made untenantable, this Lease
shall continue in force and effect, and Lessor shall promptly and
diligently repair and restore the damage improvements to substantially
the same condition existing prior to such damage; and for the period
during which Lessee is deprived of any part of the Leased Premises by
reason of such damage and the repair or restoration of the Leased
Premised, the rental payable hereunder shall be proportionately abated.
36.4 If the Building or the Parking Garage should be totally or substantially
destroyed by fire or other casualty not caused by negligence of Lessee,
its agents, employees or invitees, or if the Building or the Parking
Garage shall be so badly damaged as to become untenantable in Lessor's
reasonably opinion (whether or not the Leased Premises or any portion
thereof shall have been damaged), then Lessor may, at Lessor option,
terminate this Lease, and such option to terminate shall be exercised by
written notice delivered to Lessee within thirty (30) days following the
event of such damage or destruction. If Lessor elects to exercise such
option to terminate this Lease, neither party hereto shall thereafter
have any further or future obligations hereunder, and termination shall
be effective as of the date of such casualty. In the event any damage
caused cannot be repaired within 120 days of the occurrence, Lessee shall
have the right to terminate the lease upon giving Lessor thirty (30) days
prior written notice.
36.5 Lessor's obligation to repair and restore the Leased Premises, the
Building or the Parking Garage in the event of a fire or other casualty
as provided for in this Article 36 shall not require Lessor to expend
funds in excess of insurance recoveries made by reason of such fire or
other casualty. In the event insurance recoveries are not sufficient to
make other repairs and restoration provided for in this Article 36,
Lessor may, at Lessor s option, terminate this Lease by written notice to
Lessee within thirty (30) days after the casualty. If Lessor elects to
exercise such option to terminate this Lease, neither party hereto shall
thereafter have any further or future obligations hereunder, and
termination shall be effective as of the date of such casualty.
36.6 In the event this Lease is so terminated as provided for in Paragraph
36.2, 36.4 or 36.5, the rentals payable hereunder shall be adjusted as of
the date of such damage, and any rental paid for any period beyond the
date of such termination shall be promptly refunded to Lessee.
37. INSURANCE:
37.1 Lessor and Lessee shall, at their sole respective cost and expense,
maintain comprehensive General Public Liability Insurance with limits of
not less than $500,000 in the event of bodily injury or death to any
number of persons in any one occurrence, limits of not less that $500,000
for property damage in any one occurrence, and providing Broad Form
Blanket Contractual Liability (for the same limits described above) and
Personal Injury Liability (with exclusions "a" and "c" deleted)
coverages. Such insurance shall be issued by, and binding upon, an
insurance company having a Best's rating of "A+" or better, or otherwise
acceptable to Lessor or Lessee, as applicable, and all premiums shall be
fully paid in advance.
37.2 Except as otherwise limited by current State Board of Insurance rules and
regulations, Lessee's insurance policies shall include endorsements
naming Lessor as an Additional Insured. All policies will also be
endorsed to provide Lessor thirty (30) days' written notice of
cancellation or material change of any coverages or limits. Upon
occupancy, Lessee shall provide Lessor a Certificate of Insurance showing
compliance with the aforesaid coverages, limits and endorsements, and
when requested by Lessor, shall finish certified copies of all said
insurance policies.
37.3 Lessor shall at all times during the term of this lease maintain a policy
or policies of insurance with the premiums paid in advance, issued by,
and binding upon, some solvent insurance company, providing property
coverage insuring the Complex against "All Risks" of loss or damage for
the full insurable value, provided that Lessor shall not be obligated in
any way or manner to insure any personal property (including, but not
limited to, any furniture, machinery, goods, or supplies) of Lessee which
Lessee may have upon or within the Leased Premises, or any fixtures
installed by or paid for by Lessee upon or within the Leased Premises, or
any additional improvements which Lessee may construct on the Leased
Premises.
38. HOLD HARMLESS:
38.1 Lessee shall not do any act or thing upon the Building, Parking Garage or
Real Property which may subject Lessor to any liability or responsibility
for injury, damages to persons or property or to any liability by reasons
of any violation of law or of any legal requirement of public authority,
but shall exercise such control over the Leased Premises as to protect
Lessor against any such liability. Lessee agrees to indemnify and save
harmless Lessor from and against (a) all claims of whatever nature
against Lessor arising from act, omissions or negligence of Lessee, its
contractors, licensees, agents, servants, employees or invitees, or from
the joint concurrent act, omission or negligence of Lessor and Lessee in,
on or about the Building, Parking Garage and Real Property. In addition,
Lessee hereby agrees to indemnify and save harmless Lessor from and
against all claims against Lessor arising from any accident, injury or
damage occurring any where within or about the Leased Premises, where
such accident, injury or damage results or is claimed to have resulted
from any act or omission of Lessee or Lessee's agents, employees, or
invitees, or the joint or concurrent act, omission or negligence of
Lessee and Lessor, (b) Lessor shall not do any act or thing upon the
Building, Parking Garage or Real Property which may subject Lessee to any
liability or responsibility for any injury, damages to person or property
or to any liability by reasons of any violation of law or of any legal
requirements or public authority. Lessor hereby agrees to indemnify and
save harmless Lessee from and against all claims of whatever nature
against Lessee arising from any act, omission or negligence of Lessor,
its contractors, licensees, agents servants, employees or invitees, or
from the joint or concurrent act, omission or negligence of Lessee and
Lessor, in, on or about the Building, Parking Garage and Real Property.
In addition, Lessor hereby agrees to indemnify and save harmless Lessee
for and against all claims against Lessee arising from accident, injury
or damage which results or is claimed to have resulted from any act or
omission of Lessor or Lessor's agents, employees, or invitees, (c) The
foregoing indemnities shall be from and against any and all liability,
fines, suits, demands, costs and expenses (including court costs and
attorney's fees) of any kind or nature incurred in connection with any
such claim or proceeding brought thereon, and the defense thereof.
Lessor's recovery against Lessee and Lessee's recovery against Lessor
under this indemnity shall be subject to the provisions of Paragraph 39.1
hereof. For purposes of this paragraph 38.1, the term "Lessor" shall
include also Lessor's contractors, licensees, agents, servants, employees
(including, but not limited to, any management company employed by
Lessor) or invitees, and the term Lessee shall include also Lessee's
contractors, licensees, agents, servants, employees or invitees.
39. WAIVER OF SUBROGATION RIGHTS:
39.1 Anything in this Lease to the contrary notwithstanding, Lessor and Lessee
each hereby waives any and all rights of recovery, claim, action or cause
of action, against the other, its agents, officers, or employees, for any
loss or damage that may occur to the Leased Premises hereby demised, or
any improvements thereto, said Building of which the Leased Premises are
a part, or any improvements thereto, or any personal property of such
party therein, by reason of fire, the elements or any other cause which
could be insured against under the terms of standard fire and extended
coverage insurance policies referred to in paragraph 37.1 or
37.2 whichever is applicable above, regardless of cause or origin,
including negligence of the other party hereto, its agents, officers
or employees, and covenants that no insurer shall hold any right of
subrogation against such other party.
39.2 Lessor and Lessee each agree to obtain the written consent and agreement
of their respective insurance companies to the provisions of Paragraph
39.1; provided, however, that the failure or inability of either or both
of them to obtain such consent or agreement shall not invalidate the
provisions of said Paragraph 39.1.
40. BROKER:
40.1 Lessee represents and warrants that no brokers other than X.X.
Montaverde, III, Executive Vice-president of Coldwell Bankers Commercial,
is involved in the negotiation of this lease or are entitled to any
commission in connection therewith, and the execution and delivery of
this Lease by Lessor shall be conclusive evidence that Lessor has relied
upon the foregoing representation and warranty.
In the event of a claim of representation of Lessee resulting in a claim
for a brokerage commission by any other broker with respect to the Lease,
then upon formal judgment by a court jurisdiction that such other broker
represented Lessee and is entitled to a commission on the Lease, Lessee
herein will indemnify and save and hold Lessor harmless from and against
all claims for fees, commissions, damages and other costs including
reasonable attorney fees suffered by Lessor.
41. INABILITY TO PERFORM:
41.1 Except as provided herein, this Lease and the obligation of Lessee to pay
rent hereunder and perform all of the other covenants and agreements
hereunder on the part of Lessee to be performed shall in no way be
affected, impaired or excused because Lessor is unable to fulfill any of
its obligations under this Lease expressly or impliedly to be performed
by Lessor or because Lessor is unable to make, or is delayed in
commencing or making any repairs, additions, alterations, improvements or
decorations or is unable to supply any equipment or fixtures if Lessor is
prevented or delayed from so doing by reason of strikes or labor troubles
or by accident, adjustment of insurance or by any cause whatsoever
reasonably beyond Lessor's control, including but not limited to, laws,
government preemption in connection with a National Emergency or by
reason of rule, order or regulation or any department or subdivision
thereof or by government agency or by reason of the conditions of supply
and demand which have been or are affected by war or other emergency.
42. MEMORANDUM OF LEASE:
Neither party shall record this Lease Agreement or any of the exhibits
and/or addenda attached hereto, but at the request of either party,
Lessor and Lessee shall enter into a "short form" or Memorandum of Lease
in recordable form which shall set forth the parties, the legal
description of the land underlying the Building, a description of the
Leased Premises, the
Commencement Date and Expiration Date of the terms of the Lease and
any options and/or restrictions desired to be included by either
party, which Memorandum of Lease shall be satisfactory in form and
substance to Lessor and Lessee.
43. BILLS AND NOTICES:
43.1 Except as otherwise expressly provided in this Lease, any bills,
statements, consents, notices, demands, request or other communications
given or required to be given under this Lease shall be deemed
sufficiently given or rendered if in writing, sent by registered or
certified mail (return receipt requested) postage prepaid, addressed (a)
to Lessee (i) at Lessee's address set forth in this Lease if mailed prior
to Lessee's taking possession of the Premises, or (ii) at the Building if
mailed subsequent to Lessee's taking possession of the Premises, or (iii)
at any place where Lessee or any agent or employee of Lessee may be found
if mailed subsequent to Lessee's vacating, deserting, abandoning or
surrendering the Premises, or (b) to Lessor at Lessor's address as set
forth in this Lease, or (c) to such other address as either Lessor or
Lessee may designate as its new address for such purpose by notice given
to the other in accordance with the provisions of this Paragraph.. It is
expressly acknowledged and agreed that subject to any grace period or
notice provided herein, Lessee alone shall bear the risk of loss of
delivery of any payment or communication herein described. Any such xxxx,
statement, consent, notice, demand, request or other such communication
shall deemed to have been rendered or given on the date when it shall
have been mailed as provided in this Paragraph.
44. MISCELLANEOUS:
44.1 This Lease contains the entire agreement between the parties and
all prior negotiations and agreements are merged in this Lease. Any
executory agreement hereafter made shall be ineffective to change,
modify, discharge or effect an abandonment of it in whole or in part
unless such executory agreement is in writing and signed by the party
against whom enforcement of the change, modification, discharge or
abandonment is sought.
This Lease shall be binding upon and inure to the benefit of the successors
and assigns of the Lessor, and shall be binding upon and inure to the benefit
of Lessee, its successors, and assigns to the extent assignment may be
approved by Lessor hereunder, whether the singular or the plural shall
include the other. All rights and remedies of Lessor under this Lease shall
be cumulative and none shall exclude any other rights or remedies allowed by
law; and this lease is declared to be a Texas Contract, and all of the terms
thereof shall be construed according to the laws of the State of Texas.
THE PARTIES HERETO HAVE EXECUTED THE LEASE OF THE DATE AFORESAID AND HAVE THE
AUTHORITY TO EXECUTE ON BEHALF OF THE CORPORATIONS INDICATED HEREIN.
Lessee: /s/ Grant Gables Lessor: /s/ G. Xxxxx Xxxxx
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By: Grant Gables, President By: G. Xxxxx Xxxxx
MediQuik Services, Inc. Vice President, Xxxxxxxx Building
Corporation
Gen'l. Partner, Xxxxxxxx Building
Houston, L.P.
Date: 5/7/99 Date: May 7, 1999
---------------------- -------------------------------
Witness:
/s/
----------------------------------
ADDENDUM TO LEASE BY AND BETWEEN
XXXXXXXX BUILDING HOUSTON, L.P. & MEDIQUIK SERVICES, INC.
1. BASE RENTAL: $16.50/SF/Year, or the monthly sum of $5,252.50
2. TENANT IMPROVEMENTS: Lessor and Lessee have both reviewed and approved
the attached detailed floor plan layout ("Tenant's Plans") (Exhibit "B"),
together with the attached Schedule of Tenant Extra Improvements (Exhibit
"B-1"). The cost and installation of such improvements shall be handled as
follows:
A. Lessor shall, at its cost, provide for the tenant improvements
delineated on Exhibit "B", attached hereto, including the cost thereof.
B. In the event Lessee requires any Tenant Extra Improvements, then,
within fifteen (15) working days of the receipt of Lessee's request for changes
constituting Tenant's Extras, Lessor shall furnish Lessee with a written
statement evidencing the cost of all Tenant Extras, such costs herein referred
to as "Tenant Extra Costs". Prior to Lessor's commencing construction of any
Tenant Extras, Lessee shall execute a statement evidencing Lessee's approval of
all Tenant Extra Costs and Lessee's agreement to pay for all such costs within
ten (10) days after receiving written notice from Lessor of the amount due.
Failure by Lessee to timely pay for such Tenant Extra Costs will constitute an
Event of Default by Lessee under the Lease, giving rise to all remedies
available to Lessor under this Lease and at law for nonpayment of rent.
3. LEASE RENEWAL: Lessor hereby grants Lessee one option to renew this
Lease, at the then existing Market Rate and Terms, provided Lessee notifies
Lessor in writing of its decision to exercise this option by giving Lessor
written notice of such intent by December 31, 2003, and by negotiating in good
faith to consummate a Renewal Lease Agreement no later than February 28, 2004.
Agreed and accepted and made part and parcel of the Lease by and between
MediQuik Services, Inc. and
Lessee: /s/ Grant Gables Lessor: /s/ G. Xxxxx Xxxxx
----------------------------- ---------------------------
By: Grant Gables, President By: G. Xxxxx Xxxxx
MediQuik Services, Inc. Vice President, Xxxxxxxx Building
Corporation
Gen'l. Partner, Xxxxxxxx Building
Houston, L.P.
Date: 5/7/99 Date: May 7, 1999
-------------------- -----------------------------
EXHIBIT "A"
LEGAL DESCRIPTION
Tract 1: Lots Eleven (11), Twelve (12), Thirteen (13), Fourteen (14), and
Fifteen (15), in Block One (1), of Briarglen, and addition in Xxxxxx County,
Texas, according to the map or plat thereof recorded in Volume 43, Page of the
Map Records of Xxxxxx County, Texas.
Tract 2: Lots One (1), Two (2), Three (3), Four (4), and Five (5), in Block
One (1), A Partial Replat of a Replat of Xxxxxxx Subdivision, an addition in
Xxxxxx County, Texas, according to the map or plat thereof recorded in Volume
42, Page 67 of the Map Records of Xxxxxx County, Texas.
EXHIBIT "B"
FLOOR PLAN OF PREMISES & OUTLINE OF BUILDOUT
Lessor, at Lessor's cost to install sink in current storage area and demising
wall, northwest of entry.
[diagram of floorplan]
EXHIBIT "B-1"
TENANT EXTRA IMPROVEMENTS
(Tenant to add such items as are required; all items to be at Tenant's Cost.)
[diagram of floorplan]
EXHIBIT "C"
RULES AND REGULATIONS
1. All tenants will refer all contractors representatives and installation
technicians who are to perform any work within the Building to Lessor for
Lessor's supervision, approval, and control before the performance of any
such work. This provision shall apply to all work performed in the Building
including, but, not limited to, installations of telephones, telegraph
equipment, electrical devices and attachments, any and all installations of
every nature affecting floors, walls, woodwork, trim, windows, ceilings,
equipment and any other physical portion of the Building. Lessee shall not
xxxx, paint, drill into, or in any way deface any part of the Building or the
Leased Premises, except with prior written consent of the Lessor, and as the
Lessor may direct.
2. The work of the janitorial or cleaning personnel shall not be hindered by
Lessee after 6:00 P.M., and such work may be done at any time when the
offices are vacant. The windows, doors, and fixtures may be cleaned at any
time. Lessee shall provide adequate waste and rubbish receptacles, cabinets,
books cases, map cases, etc. necessary to prevent unreasonable hardship to
Lessor in discharging its obligations regarding cleaning services. Lessor
shall wax wood and vinyl tile floors in the Leased Premises twice per year.
Lessor shall wipe down kitchen area and bathroom nightly, at no additional
charge for the term of the Lease and any renewals, but it shall be expressly
understood that it shall be Lessee's duty to clean its own dishes and
utensils and to maintain general order in both the kitchen and the bathroom.
3. Movement of furniture or office equipment in or out of the Building, or
dispatch or receipt by Lessee of any heavy equipment, bulky material, or
merchandise which requires use of entrance shall be restricted to such hours
as Lessor shall designate. All such movement shall be in a manner to be
agreed upon between Lessee and Lessor in advance. Such prior arrangements
shall be initiated by Lessee. The time, method, routing of movement and
limitations for safety or other concern which may prohibit any article,
equipment or other item from being brought into the Building shall be subject
to Lessor's discretion and control. Any hand trucks, carryalls, or similar
appliances used for the delivery or receipt of such merchandise or equipment
shall be equipped with rubber tires, side guards, and such other safeguards
as the Building shall require. Although Lessor or its personnel may
participate in or assist in the supervision of such movement, Lessee assumes
final responsibility for all risks as to damage to articles moved and injury
to person or persons engaged in such movement, including equipment, property
and personnel of Lessor if damaged or injured as a result of acts in
connection with carrying out this service for Lessee from the time of
entering the property to completion of work. Lessor shall not be liable for
the acts of any persons engaged in, or any damage or loss to any of said
property or persons resulting from any act in connection with such service
performed by Lessee.
4. No signs of any kind or nature, symbol, or identifying xxxx shall be put
on the Building, in the halls, elevators, stairways, entrances, parking areas
or upon the doors or walls, whether plate glass or otherwise, of the Leased
Premises so as to be visible from the public areas or exterior of the
Building, without prior written approval of Lessor. All signs or lettering
shall conform in all respects to the sign and/or lettering criteria
established by Lessor.
5. Lessee shall not make or permit any loud or improper noises in the
Building or otherwise interfere in any way with other Tenants.
6. Lessor will not be responsible for any lost or stolen personal property
or equipment from the Leased Premises or public areas, regardless of whether
such loss occurs when the area is locked against entry or not. Unless such
loss is due to the sole negligence of Lessor.
7. Lessee, or the employees, agents, servants, visitors, or licensees of
Lessee shall not, at any time or place, leave or discard rubbish, paper
articles or objects of any kind whatsoever outside the doors of the Leased
Premises or in the corridors or passageways of the Building or attached
Garage. No animals, bicycles, or vehicles of any description shall be brought
into or kept in or about the Building.
8. No additional lock or locks shall be placed by Lessee on any door in the
Building unless written consent of Lessor shall first have been obtained.
9. None of the entries, passages, doors, hallways, or stairways in the
Building shall be blocked or obstructed.
10. Lessor shall have the right to determine and prescribe the weight and
proper position of any unusually heavy equipment, including computers, safes,
large files, etc., that are to be placed in the Building, and only those
which in the exclusive judgment of the Lessor will not do damage to the
floors, structure, and/or elevators may be moved into the Building. Any
damage caused by installing, moving or removing such aforementioned articles
in the Building shall be paid by Lessee.
11. All Christmas and other decorations of the Lessee must be constructed of
flame retardant materials and confined within Lease Premises.
12. Lessee shall provide Lessor with a list of all personnel authorized to
enter the Building after hours (6:00 P.M. to 7:00 A.M., Monday through
Friday, and 24 hours a day on weekends and holidays).
13. Anyone entering or leaving the Building after hours, as set forth in
paragraph 12, must sign his name, company, suite number, and time on the
Building Register and, if requested, show proper identification.
14. Air conditioning/heating will be provided during the periods of 8:00
A.M. to 6:00 P.M. Monday through Friday, 8:00 A.M. to 12:00 Noon on Saturday
or 1:00 P.M. at Lessee's request, and any other time (including holidays
which shall be published by Lessor) must be requested in writing by noon on
the Friday prior to when additional air conditioning/heating is required.
Lessee shall pay $25.00 per hours for such additional air
conditioning/heating.
15. Any furniture or equipment removed from the Building after hours must be
listed with the Building Manager no later than 3:00 P.M. on the day such
furniture or equipment is to be removed on Monday through Friday, and if such
removal is on a Saturday or Sunday, then by 3:00 P.M. on
the Friday prior to such removal. Description and serial number should be
included. Pass out orders on Lessee's stationary must be surrendered to the
security officer in the lobby, or in another manner as Lessor shall from time
to time designate, when any article is being removed from the Building.
16. The elevator shall be used to handle packages and shipments of all kinds.
Parcel Post, Express, Small Freight, or Merchant's deliveries can be made any
time during building hours. Deliveries are to be made utilizing the delivery
ramps on the south or west side of the Building, and should these deliveries
require the use of a dolly, said dolly will be of such size and contain rubber
wheels so as not to damage the delivery areas, paves flooring, carpeting, and
building elevator. Furniture or freight shall be handled by previous
arrangement, and advance notice of the Building Management.
17. Names to be placed on or removed from the Directory Board should be
furnished to the Building Manager in writing on Lessee's letterhead. Lessee
shall have the use of the same percent of the Directory Board as Lessee's net
rentable area is to the total net rentable area of the Building which Lessee
occupies.
18. Any additional services as are routinely provided to tenants, not required
by the Lease to be performed by the Lessor, which Lessee requests Lessor to
perform, and which are perfonned by Lessor, shall be billed to Lessee at
Lessor's cost plus 5% and Lessee shall pay such xxxx on the next maturing date
as an installment of Base Rental.
19. All doors leading from public corridors to the Leased Premises are to be
kept closed when not in use.
20. Canvassing, soliciting, or peddling in the Building is prohibited and
Lessee shall cooperate to prevent the same.
21. Lessee shall give immediate notice to the Building Management Office of any
accidents in the Leased Premises or in the Building or of defects therein or in
any fixtures or equipment, or of any kind of emergency in the Building.
22. Lessee shall not use the Leased Premises or permit the Leased Premises to
be used for photographic, multilith, or multigraph reproductions, except in
connection with its own business.
23. The requirements of Lessee will be attended to only upon application at the
Building Management Office. Employees of Lessor shall not perform any work or do
anything outside of their regular duties unless under special instruction from
the Building Management Office.
24. Lessee, and the employees, agents, servants, visitors, and licensee of
Lessee, shall abide by the rules and regulations for the parking area.
25. Lessee shall not allow to pass into any sewer, drain, or toilet serving the
Leases Premises or located in the Building any oil, grease, or any other
deleterious effluent or substance which may cause an obstruction in or damage to
such sewer, drain, or toilet.
EXHIBIT "D"
NON-DISTRUBANCE & ATTORNMENT AGREEMENT
Agreement made this 1st day of September, 1998 between Xxxxxxx Xxxx
having his principal place of business at 0000 Xxxx Xxx Xxxx., Xxxxx 000,
Xxxxxxx, Xxxxx 00000 (hereinafter called "Mortgagee"), Xxxxxxxx Building
Houston Limited Partnership, whose address is 0000 Xxxx Xxxx Xxxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000 (hereinafter called "Landlord"), and MediQuik
Services, Inc. whose address is 000 X. Xxxx Xxx, #000, Xxxxxxx, XX 00000
(hereinafter called "Tenant"):
WITNESSETH:
WHEREAS, Mortgagee holds a long-term mortgage loan to Landlord
evidenced by that certain Promissory Note dated August 8, 1997, executed by
Landlord in favor of Mortgagee, in the original amount of $4,000,000.00
(hereinafter called "Note"), which Note was modified, renewed and extended in
the amount of $4,250,000 on November 6, 1997, which Note is secured by a
Mortgage (or Deed of Trust) August 8, 1997, executed by Landlord to Xxxxx
Xxxxx, Trustee, in favor of Xxxxxxx Xxxx filed for record on August 8, 1997,
under County Clerk's File No. S584455, in the Official Records of Xxxxxx
County, Texas (the "Mortgage") covering the real property and improvements
built thereon as an office building, more particularly described in Exhibit
"A" attached hereto and incorporated herein for all purposes (the "Mortgaged
Premises"); and,
WHEREAS, Tenant and Landlord have entered into a lease (the "Lease")
dated _______ covering a part (the "Demised Premises") of said Mortgaged
Premises; and,
WHEREAS, Landlord's interest in the Lease has been assigned to
Mortgagee as additional security for the Mortgage; and,
WHEREAS, Tenant and Mortgagee desire to confirm their understanding
with respect to the Lease and the Mortgage, it being understood that the lien
of the Mortgage shall be prior and superior to the leasehold interest and
estates created by the Lease, subject, however, to the terms of this
Agreement and the performance by Mortgagee of its obligations to hereunder;
and,
WHEREAS, Tenant has requested that Mortgagee agrees not to disturb
Tenant's rights, options, and estates in the Demised Premises and under the
Lease in the event Mortgagee exercises any rights, remedies or recourses with
respect to the Note and Mortgage, subject to the provisions hereof;
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Mortgagee and Tenant agree and covenant as follows:
(1) That said mortgage or deed of trust securing said note in favor
of lender, and any renewals and extensions thereof, shall unconditionally be,
and remain at all times a lien or charge on the land described therein prior
and superior to the lease described above, to the leasehold estate
created thereby and to all rights and privileges of Tenant, thereunder is
hereby subjected and made subordinate to the lien or change of the deed of
trust or mortgage in favor of Lender.
(2) So long as Tenant is not in default (beyond and period given
Tenant by the terms of the Lease to cure such default) in the payment of rent
or additional rent or in the performance of any of the terms, covenants or
conditions of the Lease on Tenant's part to be performed, Tenant's right to
quiet, peaceful and exclusive possession of the Demised Premises and Tenant's
other rights and privileges under the Lease, or any extensions, renewals or
expansions thereof will not be disturbed or interfered with by Mortgagee, or
anyone claiming by, through or under Mortgagee, and Mortgagee will not join
Tenant as a party defendant in any proceeding for the purpose of terminating
Tenants interest and estate under the Lease because of any default under the
Mortgage.
(3) If Mortgagee shall become the owner of the Mortgage Premises or
the Mortgaged Premises shall be sold by reason of foreclosure or other
proceedings brought to enforce the Mortgage or the Mortgaged Premises shall
be transferred by deed in lieu of foreclosure the lease shall continue in
full force and effect a direct Lease between the then owner of the Mortgaged
Premises (including Mortgagee, and purchaser at foreclosure of the Mortgaged
Premises, or the grantee under the deed in lieu of foreclosure) and Tenant,
upon and subject to all of the terms, covenants and conditions of the Lease
for the balance of the term thereof remaining and any extensions or renewals
thereof which may be affected in accordance with the provisions of the Lease,
and Tenant does hereby attorn to such owner of the Mortgaged Premises, said
attornment to be effective and self-operative without the execution of nay
further instrument and Tenant shall from and after said new owner's
succession to the interest of Landlord under the Lease have the same remedies
for the breach of covenant contained in the Lease that Tenant might have had
under the Lease. Mortgagee and all new owners of the Mortgaged Premises shall
be deemed to have assumed and agreed to perform the duties of Landlord under
the Lease during such period, if any, as it is collecting or entitled to
collect rent from Tenant thereunder, provided further, however, that
Mortgagee shall not be:
(a) Liable for an omission of any prior Landlord (including
Landlord);or,
(b) Subject to any offset or defenses which Tenant might
have against any prior Landlord (including Landlord).
(4) To the extent that the Lease shall entitle the Tenant to notice
of any mortgage this Agreement shall constitute such notice to the Tenant
with respect to the Mortgage.
(5) Upon the written request of either Mortgagee or Tenant to the
other given on or after any foreclosure trustee's sale or conveyance in lieu
of thereof, Mortgagee, as Landlord, and Tenant, as Tenant, shall execute a
lease of the Demised Premises containing all of the same terms, provisions,
options and conditions as are contained in the Lease between Landlord and
Tenant, which lease shall be for the then unexpired portion on the term of
the Lease.
(6) In the event any person or entity other that Mortgagee obtains
possession of the Mortgaged Premises by judicial or nonjudicial foreclosures
of the Mortgage or by deed in lieu of foreclosure, Mortgagee, Landlord and
Tenant agree as follows:
(a) Mortgagee, as a condition to any judicial or nonjudicial
sale of the Mortgaged Premises, or deed in lieu of foreclosure sale or
grantee in such deed in lieu of foreclosure agrees to enter into a
Non-Disturbance and Attornment Agreement with Tenant in form and substance
equivalent to those contained herein, which Non-Disturbance and Attornment
Agreement shall be binding upon the heirs, executors, successors and assigns
of any such purchaser or grantee.
(b) Upon the execution of the Non-Disturbance and Attornment
Agreement provided for in subparagraph (a) above, Tenant agrees to attorn to
and accept the purchaser at the foreclosure sale or the grantee in such deed
in lieu of foreclosure and his or her heirs, executors, successors and
assigns as landlord under Lease for the balance the remaining of the term
thereof subject to all terms and conditions of the Lease. At such time
Mortgagee shall be released from all liability as Landlord under the Lease
and this Agreement.
(7) This Agreement may not be modified orally or in any other
manner than by an agreement in writing signed by the parties thereto or their
respective successors in interest.
(8) All notices hereunder shall ne hand delivered or sent by United
States registered or certified mail, with return receipt requested, postage
prepaid, to the parties hereto at their respective addresses set forth
hereinabove (or at such other address as shall be given in writing in the
manner set forth above) and shall be deemed given upon receipt.
(9) This Agreement shall inure to the benefit of the parties
hereto, their respective successors and assigns.
(10) This Agreement shall be governed by and construed in accordance
with the laws of the state in which the Demised Premises are located.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
MORTGAGEE: Xxxxxxx Xxxx
/s/ Xxxxx Xxxxx
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By: Xx. Xxxxx Xxxxx, Attorney-in-Fact for
Xxxxxxx Xxxx
TENANT: MediQuik Services, Inc.
/s/ Grant M. Gables, CEO
----------------------------------------------
By: Grant Gables, President
LANDLORD: Xxxxxxxx Building Houston, Limited Partnership
/s/ G. Xxxxx Xxxxx
----------------------------------------------
By: G. Xxxxx Xxxxx, Vice President
Xxxxxxxx Building Corporation, General Partner
STATE OF TEXAS Section
Section
COUNTY OF XXXXXX Section
This instrument was acknowledged before me on May 12, 1999, by Xxxxx Xxxxx,
of Attorney-in-Fact for Xxxxxxx Xxxx for the purposes intended therein.
/s/ Xxxxxxx Xxxxxxx
-------------------------------------------
Notary Public in and for the
State of Texas
My commission expires: 6-10-2001
STATE OF TEXAS Section
Section
COUNTY OF XXXXXX Section
This instrument was acknowledged before me on May 7, 1999, by Grant Gables,
of MediQuik Services, Inc. for the purposes intended therein.
/s/ Andre' E Xxxxx
-------------------------------------------
Notary Public in and for the
State of Texas
My commission expires: 0-00-00
XXXXX XX XXXXX Xxxxxxx
Xxxxxxx
XXXXXX OF XXXXXX Section
This instrument was acknowledged before me on May 7th, 1999, by Xxxxx Xxxxx,
of Xxxxxxxx Building for the purposes intended therein.
/s/ Xxxxxxxx Xxxxxx
-------------------------------------------
Notary Public in and for the
State of Texas
My commission expires: 06-29-01
