1
EXHIBIT 10.101
[LOGO]
TEXAS ASSOCIATION OF REALTORS(R)
COMMERCIAL LEASE
This lease agreement is made and entered into by and between Computer
Extension Systems, Inc. (Landlord) and Xxxxxxx Engineering, Inc. (Tenant).
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord that
certain property with the improvements thereon, containing approximately ____
square feet, hereinafter called the "leased premises", known as 00000 Xxxxx
Xxxxx, Xxxxxxx, Xxxxx 00000 (address), Lot ____, Block ____, ________________
Addition, City of Houston, Xxxxxx County, Texas; or as more particularly
described below or on attached exhibit:
Approximately 13,357 square feet (See attached Exhibit A "Leased
Premises")
The primary term of this lease shall be 24 months commencing on the 1st
day of August, 1999, and ending on the last day of July, 2001, upon the
following terms, conditions, and covenants:
1. TAXES. Each year during the term of this lease, Landlord shall pay
real estate taxes assessed against the leased premises in an amount equal to the
total real estate taxes assessed against the leased premises in the base year.
Each year during the term of this lease, Tenant shall pay as additional rental,
upon receipt of a statement from Landlord together with tax statements or other
verification from the proper taxing authority, his pro rata share of any
increase in real estate taxes over the base year on the property of which the
leased premises is a part. Any increase in real estate taxes for a fractional
year shall be prorated. The base year shall be 1999.
2. UTILITIES. Tenant shall pay all charges for utility services to the
leased premises except for a pro rata share which shall be paid by the Landlord.
3. HOLDING OVER. Failure of Tenant to surrender the leased premises at
the expiration of the lease constitutes a holding over which shall be construed
as a tenancy from month to month at a rental of $11,991 per month.
4. RENT. Tenant agrees to and shall pay Landlord at 00000 Xxxxx Xxxxx,
Xxxxxx xx Xxxxxx, Xxxxx, or at such other place Landlord shall designate from
time to time in writing, as rent for the leased premises, the total sum of
$191,856.00 payable without demand in equal monthly payments of $7,994.00 each
in advance on or before the 1st day of each month, commencing on August 1, 1999,
and continuing thereafter until the total sum shall be paid. Adjustment to the
rent, if any, for rent escalators, for percentage of net rent, or for increases
in building operation costs (including but not limited to insurance, custodial
services, maintenance and utilities) shall be as set forth in an attached
addendum. Rent received after the first day of the month shall be deemed
delinquent. If rent is not received by Landlord by the 10th of each month,
Tenant shall pay a late charge of $25.00 plus a penalty of $10.00 per day until
rent is received in full. Tenant shall pay $25.00 for each returned check.
2
5. USE. Tenant shall use the leased premises for the following purpose
and not other: Production and warehousing of space flight materials and office
support.
6. SECURITY DEPOSIT. Tenant shall pay to Landlord a security deposit in
the sum of $7,994.00, payable on or before the commencement of this lease for
Tenant's faithful performance hereunder. Refund thereof shall be made upon
performance of this lease agreement by Tenant, minus any assessments or damages
unless Landlord and Tenant provide otherwise in Special Provisions.
7. INSURANCE. Landlord shall pay for fire and extended coverage
insurance on the buildings and other improvements on the leased premises in an
amount not less than $500,000.00, which amount shall be increased yearly in
proportion to the increase in market value of the premises. If Landlord provides
any insurance herein, Tenant shall pay to Landlord, during the term hereof, the
amount of any increase in premiums for the insurance required over and above
such premiums paid during the first year of this lease. Tenant shall provide
public liability and property damage insurance for its business operations on
the leased premises in the amount of $100,000.00 which policy shall cover the
Landlord as well as the Tenant. Said insurance policies required to be provided
by Tenant herein shall name Landlord as an insured and shall be issued by an
insurance company approved by Landlord. Tenant shall provide Landlord with
certificates of insurance evidencing the coverage required herein. Tenant shall
be solely responsible for fire and casualty insurance on Tenant's property on or
about the leased premises. If Tenant does not maintain such insurance in full
force and effect, Landlord may notify Tenant of such failure and if Tenant does
not deliver to Landlord within 10 days after such notice certification showing
all such insurance to be in full force and effect, Landlord may at his option,
take out the necessary insurance to comply with the provision hereof and pay the
premiums on the items specified in such notice, and Tenant covenants thereupon
on demand to reimburse and pay Landlord any amount so paid or expended in the
payment of the insurance premiums required hereby and specified in the notice,
with interest thereon at the rate of 10 percent per annum from the date of such
payment by Landlord until repaid by Tenant.
8. CONDITION OF PREMISES. Tenant has examined and accepts the leased
premises in its present as is condition as suitable for the purposes for which
the same are leased, and does hereby accept the leased premises regardless of
reasonable deterioration between the date of this lease and the date Tenant
begins occupying the leased premises unless Landlord and Tenant agree to repairs
or refurbishment as noted in Special Provisions.
9. MAINTENANCE AND REPAIRS. Landlord shall keep the foundation, the
exterior walls (except glass; window; doors; door closure devices; window and
door frames, molding, locks, and hardware; and interior painting or other
treatment of exterior walls), and the roof of the leased premises in good repair
except that Landlord shall not be required to make any repairs occasioned by the
act or negligence of Tenant, its employees, subtenants, licensees and
concessionaires. Landlord is responsible for maintenance of the common area and
common area equipment. If Landlord is responsible for any such repair and
maintenance, Tenant agrees to give Landlord written
2
3
notice of needed repairs. Landlord shall make such repairs within a reasonable
time. Tenant shall notify Landlord immediately of any emergency repairs. Tenant
shall keep the leased premises in good, clean condition and shall at its sole
cost and expense, make all needed repairs and replacements, including
replacement of cracked or broken glass, except for repairs and replacements
required to be made by Landlord under this section. If any repairs required to
be made by Tenant hereunder are not made within ten (10) days after written
notice delivered to Tenant by Landlord, Landlord may at its option make such
repairs without liability to Tenant for any loss or damage which may result by
reason of such repairs, and Tenant shall pay to Landlord upon demand as
additional rent hereunder the cost of such repairs plus interest. At the
termination of this lease, Tenant shall deliver the leased premises in good
order and condition, reasonable wear and tear excepted.
10. ALTERATIONS. All alterations, additions and improvements, except
trade fixtures, installed at expense of Tenant, shall become the property of
Landlord and shall remain upon and be surrendered with the leased premises as a
part thereof on the termination of this lease. Such alterations, additions, and
improvements may only be made with the prior written consent of Landlord, which
consent shall not be unreasonably withheld. If consent is granted for the making
of improvements or alterations to the leased premises, such improvements and
alterations shall not commence until Tenant has furnished to Landlord a
certificate of insurance showing coverage in an amount satisfactory to Landlord
protecting Landlord from liability for injury to any person and damage to any
personal property, on or off the leased premises, in connection with the making
of such improvements or alterations. No cooling tower, equipment, or structure
of any kind shall be placed on the roof or elsewhere on the leased premises by
Tenant without prior written permission of Landlord. If such permission is
granted, such work or installation shall be done at Tenant's expense and in such
a manner that the roof shall not be damaged thereby. If it becomes necessary to
remove such cooling tower, equipment or structure temporarily, so that repairs
to the roof can be made, Tenant shall promptly remove and reinstall the cooling
tower, equipment or structure at Tenant's expense and shall repair at Tenant's
expense any damage resulting from such removal or reinstallation. Upon
termination of this lease, Tenant shall remove or cause to be removed from the
roof any cooling tower, equipment or structure if directed to do so by Landlord.
Tenant shall promptly repair at its expense any damages resulting from such
removal. At the termination of this lease, Tenant shall deliver the leased
premises in good order and condition, natural deterioration only excepted. Any
damage caused by the installation or removal of trade fixtures shall be repaired
at Tenant's expense prior to the expiration of the lease term. All alterations,
improvements, additions, and repairs made by Tenant shall be made in good and
workmanlike manner.
11. COMPLIANCE WITH LAWS AND REGULATIONS. Tenant shall, at its own
expense, comply with all laws, orders, and requirements of all governmental
entities with reference to the use and occupancy of the leased premises. Tenant
and Tenant's agents, employees and invitees shall fully comply with any rules
and regulations governing the use of the building or other improvements to the
leased premises as required by Landlord. Landlord may make reasonable changes in
such rules and
3
4
regulations from time to time as deemed advisable for the safety, care and
cleanliness of the leased premises, provided same are in writing and are not in
conflict with this lease.
12. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this lease nor
sublet the leased premises or any interest therein without first obtaining the
written consent of Landlord. An assignment or subletting without the written
consent of Landlord shall be void and shall, at the option of Landlord,
terminate this lease. (Landlord consent shall not be unreasonably withheld.)
13. DESTRUCTION. In the event the leased premises is partially damaged
or destroyed or rendered partially unfit for occupancy by fire or other
casualty, Tenant shall give immediate notice to Landlord. Landlord may repair
the damage and restore the leased premises to substantially the same condition
as immediately prior to the occurrence of the casualty. Such repairs shall be
made at Landlord's expense unless due to Tenant's negligence. Landlord shall
allow Tenant a fair reduction of rent during the time the leased premises are
partially unfit for occupancy. If the leased premises are totally destroyed or
deemed by the Landlord to be rendered unfit for occupancy by fire or other
casualty, or if Landlord shall decide not to repair or rebuild, this lease shall
terminate and the rent shall be paid to the time of such casualty.
14. TENANT DEFAULT. If Tenant abandons the premises or otherwise
defaults in the performance of any obligations or covenants herein, Landlord may
enforce the performance of this lease in any manner provided by law. This lease
may be terminated at Landlord's discretion if such abandonment or default
continues for a period of 10 days after Landlord notifies Tenant of such
abandonment or default and of Landlord's intention to declare this lease
terminated. Such notice shall be sent by Landlord to Tenant at the leased
premises by certified mail or otherwise. If Tenant has not completely removed or
cured default within the 10 day period, this lease shall terminate. Thereafter,
Landlord or its agents shall have the right, without further notice or demand,
to enter the leased premises and remove all persons and property without being
deemed guilty of trespass and without waiving any other remedies for arrears of
rent or breach of covenant. Upon abandonment or default by Tenant, the remaining
unpaid portion of the rental from paragraph 4 herein, shall become due and
payable.
15. LIEN. Landlord is granted an express contractual lien, in addition
to any lien provided by law, and a security interest in all property of Tenant
found on the leased premises to secure the compliance by Tenant with all terms
of this lease. In the event of default, Landlord or its agents may peaceably
enter the leased premises and remove all property and dispose of same as
Landlord shall see fit.
16. SUBORDINATION. Landlord is hereby irrevocably vested with full
power and authority to subordinate this lease to any mortgage, deed of Trust, or
other lien hereafter placed on the demised premised and Tenant agrees on demand
to execute such further instruments subordinating this lease as Landlord may
request, provided such subordination shall be on the express condition that this
lease shall be recognized by the mortgagee, and the rights of Tenant shall
remain in full force and effect during the term
4
5
of this lease so long as Tenant shall continue to perform all of the covenants
and conditions of this lease.
17. INDEMNITY. Landlord and its employees and agents shall not be
liable to Tenant or to Tenant's employees, patrons, visitors, invitees, or any
other persons for any injury to any such persons or for nay damage to personal
property caused by an act, omission, or neglect of Tenant or Tenant's agents or
of any other tenant of the premises of which the leased premises is a part.
Tenant agrees to indemnify and hold Landlord and its employees and agents
harmless from any and all claims for such injury and damages, whether the injury
occurs on or off the leased premises.
18. SIGNS. Tenant shall not post or paint any signs at, on, or about
the leased premises or paint the exterior walls of the building except with the
prior written consent of the Landlord. Landlord shall have the right to remove
any sign or signs in order to maintain the leased premises or to make any
repairs or alterations thereto.
19. TENANT BANKRUPTCY. If Tenant becomes bankrupt or makes voluntary
assignment for the benefits of creditors or if a receiver is appointed for
Tenant, Landlord may terminate this lease by giving five (5) days written notice
to Tenant of Landlord's intention to do so.
20. CONDEMNATION. If the whole or any substantial par of the leased
premises is taken for any public or quasi-public use under any governmental law,
ordinance or regulation or by right of eminent domain or should the leased
premises be sold to a condemning authority under threat of condemnation, this
lease shall terminate and the rent shall be abated during the unexpired portion
of the lease effective from the date of the physical taking of the leased
premises.
21. BROKER'S FEE. ZANN COMMERCIAL BROKERAGE, INC. Broker and CB XXXXXXX
XXXXX Co-Broker, as Real Estate Broker (the Broker) has negotiated this lease
and Landlord agrees to pay Broker in Xxxxxx County, Texas, upon commencement of
this lease, a negotiated fee of $________ or 6% of the total rental provided for
in this lease to be divided as follows: 4% to co-broker, 2% to broker. In the
event this lease is extended, expanded or renewed, Landlord agrees to pay Broker
an additional negotiated fee of $________ or 4% of the total rental for such
extension, expansion or renewal period, payable at the time of commencement of
such extension, expansion or renewal, said fee to be divided as follows: 3% to
co-broker, 1% to broker. Tenant warrants that it has had no dealings with any
real estate broker or agents in connection with the negotiation of this lease
excepting only CB XXXXXXX XXXXX and it knows of no other real estate broker or
agent who is entitled to a commission in connection with this Lease. If Tenant
during the term of this Lease, or any extension, expansion or renewal period
thereof, or within 180 days of the expiration of this Lease, or any extension,
expansion or renewal period thereof, purchases the property herein leased,
Landlord agrees to pay Broker,_________________ in Xxxxxx County, Texas, a
negotiated fee of $__________ or 6% of the sales price upon closing of the sale
of this property.
5
6
22. NOTICES. Notices to Tenant shall be by certified mail or other
delivery to the leased premises. Notices to Landlord shall be by certified mail
to the place where rent is payable.
23. DEFAULT BY LANDLORD. In the event of breach by Landlord of any
covenant, warranty, term or obligation of this lease, then Landlord's failure to
cure same or commence a good faith effort to cure same within 10 days after
written notice thereof by Tenant shall be considered a default and shall entitle
Tenant either to terminate this lease or cure the default and make the necessary
repairs and any expense incurred by Tenant shall be reimbursed by the Landlord
after reasonable notice of the repairs and expenses incurred. If any utility
services furnished by Landlord are interrupted and continue to be interrupted
despite the good faith efforts of Landlord to remedy same, Landlord shall not be
liable in any respect for damages to the person or property of Tenant or
Tenant's employees, agents, or guests, and same shall not be construed as
grounds for constructive eviction or abatement of rent. Landlord shall use
reasonable diligence to repair and remedy such interruption promptly.
24. SIGNS. During the last 90 days of this lease, a "For Sale" sign
and/or a "For Lease" sign may be displayed on the leased premises and the leased
premises may be shown at reasonable times to prospective purchasers or tenants.
25. RIGHT OF ENTRY. Landlord shall have the right during normal
business hours to enter the demised premises; a) to inspect the general
condition and state of repair thereof, b) to make repairs required or permitted
under this lease, or c) for any other reasonable purpose.
26. WAIVER OF BREACH. The waiver by Landlord of any breach of any
provision of this lease shall not constitute a continuing waiver or a waiver of
any subsequent breach of the same or a different provision of this lease.
27. TIME OF ESSENCE. Time is expressly declared to be of the essence in
this lease.
28. BINDING OF HEIRS AND ASSIGNS. Subject to the provisions of this
lease pertaining to assignment of the Tenant's interest, all provisions of this
lease shall extend to and bind, or inure to the benefit not only of the parties
to this lease but to each and every one of the heirs, executors,
representatives, successors, and assigns of Landlord or Tenant.
29. RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies by this
lease agreement are cumulative and the use of any one right or remedy by either
party shall not preclude or waive its right to use any or all other remedies.
Said rights and remedies are given in addition to any other rights the parties
may have by law, statute, ordinance, or otherwise.
30. TEXAS LAW TO APPLY. This agreement shall be construed under and in
accordance with the laws of the State of Texas.
6
7
31. LEGAL CONSTRUCTION. In case any one or more of the provisions
contained in this agreement shall for any reason be held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof and this agreement
shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.
32. PRIOR AGREEMENTS SUPERCEDED. This agreement constitutes the sole
and only agreement of the parties to this lease and supersedes any prior
understandings or written or oral agreements between the parties respecting the
subject matter of this lease.
33. AMENDMENT. No amendment, modification, or alteration of the terms
hereof shall be binding unless it is in writing, dated subsequent to the date
hereof, and duly executed by the parties.
34. ATTORNEY'S FEES. Any signatory to this lease agreement who is the
prevailing party in any legal proceeding against any other signatory brought
under or with relation to this lease agreement or this transaction shall be
additionally entitled to recover court costs, reasonable attorney fees, and all
other out-of-pocket costs of litigation, including deposition, travel and
witness costs, from the nonprevailing party.
35. SPECIAL PROVISIONS. (This section to include additional factual
data not included above.)
See attached Exhibit B SPECIAL PROVISIONS
EXECUTED this ____ day of __________, 19___.
TENANT or TENANTS LANDLORD
COMPUTER EXTENSION SYSTEMS, INC.
------------------------------ ---------------------------------
/s/ /s/ Xxxx Xxxxxx, President
REAL ESTATE BROKER REAL ESTATE BROKER
CB XXXXXXX XXXXX ZANN COMMERCIAL BROKERAGE, INC.
License No. 0433521
By:___________________________ By:______________________________
[Note: This form has been prepared by Xxxx & Xxxxx, P.C., attorneys for
the Texas Association of REALTORS (TAR). Xxxx & Xxxxx, P.C. has approved this
form for use by TAR member brokers and salespersons for the purpose of leasing
improved commercial real property for business purposes. This form has not been
drafted for a specific transaction, therefore, the parties are advised to
consult an attorney of their choice before signing.]
7
