EXHIBIT 10.18
[LOGO] LEASE CONTRACT
GREATER FORT WORTH BOARD OF REALTORS OFFICE LEASE, INC.
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STATE OF TEXAS
COUNTY OF TARRANT LEASE AGREEMENT
This Lease Agreement, made and entered into by and between
CONTINENTAL PROPERTIES JOINT VENTURE #5
LANDLORD 0000 XXXXXX X, XXXXX 000
XXXXXXXXX, XX 00000
hereinafter referred to as "Landlord", and
CELEX TECHNOLOGY, INC.
TENANT 0000 XXXXXX X, XXXXX 000
XXXXXXXXX, XX 00000
hereinafter referred to as "Tenant"
PREMISES 1. WITNESSETH: That Landlord in consideration of the
covenants and agreements to be performed by Tenant and upon
the terms and conditions hereinafter stated does hereby
lease, demise and let unto Tenant certain office space in
the CORPORATE EAST BUILDING located at 0000 XXXXXX X,
XXXXXXXXX, XXXXX 00000 Texas, known as Xxxxx Xx. 000, as
shown on the floor plan attached hereto as Addendum "A" and
containing the floor area indicated on said Addendum "A".
TERM For a term of 36 months, commencing on the 1st day of MAY,
1998 and ending on the 30th day of APRIL, XX 2001.
USE 2. The leased premises shall be used for no other purpose
than GENERAL OFFICE.
Tenant shall not perform any acts or carry on any practices
which may injure the building or be a nuisance to other
tenants in the building, or use the premises for any
business or purpose which is unlawful or violative of any
public or city ordinances.
RENT 3. Tenant agrees to pay to the Principal Realtor or to
whomever the landlord designates in writing at XX XXX 0000,
XXXX, XX 00000, XXXX, for the account of landlord rent for
said premises at the rate of THREE THOUSAND EIGHT HUNDRED
THIRTY THREE Dollars ($3,833.00) per month in advance. One
such monthly installment shall be due and payable on or
before the commencement date of this lease as set forth in
paragraph 1 above, and a like monthly installment shall be
due and payable on or before the same day of each succeeding
calendar month during the term hereof. With the execution of
this lease, Tenant does hereby pay and deliver to Principal
Realtor the sum of THREE THOUSAND EIGHT HUNDRED AND THIRTY
THREE Dollars ($3,833.00) the receipt of which is hereby
acknowledged by Principal Realtor, said sum to be applied to
the first and XXX months of the term of the Lease.
* TENANT HAS PREVIOUSLY PAID $3,620.00 TOWARDS LAST MONTH'S
RENT
POSSESSION 4. In the event the leased premises have been constructed
and completed at the time this Lease is executed, the Tenant
shall accept and occupy the same in "as is" condition except
as may be provided in an Addendum, if any, attached hereto
and signed by Landlord and Tenant. If the leased premises
have not been completed at the time this lease is executed,
the construction and completion of same shall be performed
in accordance with the terms and provisions of an Addendum
attached hereto and signed by Landlord and Tenant.
MAINTENANCE 5.a. Landlord shall at his expense maintain only the roof,
BY foundation, underground pipes, all outside plumbing, common
LANDLORD building corridors, stairways and common building
facilities, and the structural soundness of the exterior
walls of the building in good repair and condition, except
for reasonable wear and tear. Landlord shall be responsible
for replacement of windows and side lights unless the
breakage or damage results from negligence or intentional
act of Tenant or Tenant's employees, agents, guests, or
invitees. Landlord shall not be responsible or liable to
Tenant for interruption of building services or for
interference with Tenant's use and occupancy due to
building repairs. Tenant shall give immediate written notice
to Landlord of the need for repairs or corrections and
Landlord shall proceed promptly to make such repairs or
corrections.
MAINTENANCE 5.b. Tenant shall at all times maintain the interior of the
BY demised premises and all facilities therein in good
TENANT condition and repair and Tenant shall commit no waste or
damage to said premises. In the event Tenant should neglect
to maintain the demised premises, Landlord shall have the
right (but not the obligation) to cause repairs or
corrections to be made and any reasonable costs therefor
shall be payable by Tenant to Landlord as additional rental
on the next rental installment date. Upon termination of
this Lease, Tenant shall deliver up the demised premises in
good repair and condition, reasonable wear and tear, and
damage by fire, windstorm or other casualty only excepted.
Tenant shall repair any damage caused by Tenant's negligence
or default hereunder, or negligence of Tenant's invitees,
employees or customers.
SERVICES 6. Landlord agrees to furnish Tenant while occupying the
leased premises the following services in the manner and to
the extent deemed by Landlord to be standard.
(a) Water, at those points of supply provided for general
use of tenants.
(b) Electric service
(c) Heated and refrigerated air conditioning in season,
such service on Sunday and holidays to be optional on
part of Landlord.
(d) Elevator service in common with other tenants for
ingress and egress from the leased premises.
(e) Janitorial cleaning services
(f) Electric lighting for public areas and special service
areas of the building.
Failure to any extent to furnish or any stoppage of these
defined services, resulting from causes beyond control of
Landlord or from any cause, shall not render Landlord liable
in any respect for damages to either person or property, nor
be construed as an eviction of Tenant or work in abatement
of rent, nor relieve Tenant from fulfillment of any covenant
or agreement hereof. Should any equipment or machinery break
down, or for any cause cease to function properly, Landlord
shall use reasonable diligence to repair some promptly, but
Tenant shall have no claim for rebate of rent or damages on
account of any interruptions in service occasioned thereby
or resulting therefrom.
SIGNS 7. Tenant shall not erect or install any exterior or
interior signs or advertising media or window or door
lettering in, to, or on said premises, or introduce any
electric apparatus, wires or plumbing, therein without the
prior written consent of the Landlord.
ALTERATIONS 8. Tenant shall not create any openings in the roof or
exterior walls, nor make any alterations, additions, or
improvements to the demised premises without prior written
consent of Landlord. Consent for non-structural alterations,
additions, or improvements shall not be unreasonably
withheld by Landlord. All fixtures including floor coverings
and heating and air conditioning units, all electrical
apparatus, and all alterations, additions and improvements,
except trade fixtures, installed at the expense of the
Tenant shall be the property of the Landlord and shall
remain upon and be surrendered with the demised premises as
a part thereof at the termination of this Lease.
GFWBR-OL-1
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LIABILITIES 9(a) Personal Injuries. Landlord shall not be liable or
responsible for any injury, death or inconvenience to Tenant or
to Tenant's employees, agents, invitees or guests, that may occur
in or on the building, the parking garage, or the land on which
same are located unless resulting solely from the negligence of
Landlord, its employees, or agents. Tenant agrees to indemnify
and save the landlord harmless of and from any liability,
responsibility, costs and expenses that may be occasioned by or
result from any such occurrence as a result of the negligence of
Tenant, his employees or agents.
(b) Damages to Contents of Leased Premises. All of Tenant's
personal property and trade fixtures in or upon the leased
premises and all personal property of Tenant's employees, agents,
invitees or guests, in or upon the leased premises shall be at
the sole risk of Tenant, and Landlord shall not be responsible to
Tenant or any other party for damages to or loss thereof whether
same may occur from theft, fire, water, bursting or leaking
pipes, collapse or otherwise, even if caused by the negligence of
Landlord, it employees or agents.
(c) Waiver of Subrogation. Each of the parties hereto agrees
that it will obtain from any insurance carrier with which it
carries fire or extended coverage policies covering any of its
property or improvements a waiver of subrogation rights as
against the other party to this Lease.
INSURANCE 10. Tenant shall not keep anything upon the premises, or do
anything in or about the premises except the usage specified
herein which will increase the rates for fire and standard
extended coverage insurance upon the building or buildings which
are a part of the leased premises. Tenant agrees to pay on demand
any increase in insurance premiums that may be charged to
Landlord during the term of this Lease resulting from a deviation
from the usage specified herein or from any other cause within
Tenant's control.
ASSIGNMENT 11. Tenant shall not assign this agreement or sublet the
premises, or any part thereof without the consent of the Landlord
in writing; which consent Landlord agrees it will not
unreasonably withhold, but no assignment or subletting shall
release Tenant from any obligations hereunder.
DAMAGE TO 12. In the event the demised premises or any part of the
PREMISES building used in common with other Tenants which directly
affects Tenant's use of its demised premises are partially
damaged or destroyed or rendered partially unfit for occupancy by
fire, tornado or other casualty, Tenant shall give immediate
notice to Landlord, who shall thereupon at his expense repair the
damage and restore the premises to substantially the condition in
which they were immediately prior to the happening of the
casualty, and Landlord shall allow Tenant a fair diminution of
rent during the time the premises are partially unfit for
occupancy; however, if the demised premises are totally destroyed
or deemed by the Landlord to be rendered wholly unfit for
occupancy by fire, tornado or other casualty, or if the Landlord
shall decide not to repair or rebuild, this Lease shall terminate
and the rent shall be paid to the time of such destruction or
casualty.
BANKRUPTCY 13. In the event that the Tenant shall become bankrupt or shall
make a voluntary assignment for benefit of creditors, or in the
event that a receiver of all or substantially all of the assets
of the Tenant shall be appointed, then, at the option of the
Landlord and upon five (5) days notice to the Tenant of the
exercise of such option, this Lease shall terminate.
DEFAULT OF 14. In case of default in any of the covenants herein, or if
TENANT Tenant abandons the premises, the Landlord may enforce the
performance of the Lease in any modes provided by law, and this
Lease may be forfeited at Landlord's discretion, if such default
continue for a period of five days after Landlord notifies said
Tenant in writing of such default and his intention to declare
the Lease forfeited; such notice to be sent by the Landlord by
mail or otherwise to the demised premises; and thereupon (unless
the Tenant shall have completely removed or cured said default)
this Lease shall cease and come to an end as it that were the day
originally fixed herein for the expiration of the term hereof,
and Landlord's agent or attorney shall have the right, without
further notice or demand, to re-enter and remove all persons and
Tenant's property therefrom without being deemed guilty of any
manner of trespass, and without prejudice to any remedies for
arrears of rent or breach of covenant; or, Landlord's agent or
attorney may resume possession of the premises and re-let the
same for the remainder of the term at the best rent said agent or
attorney may obtain for account of the Tenant, who shall make
good any deficiency; and Landlord shall have a lien as security
for the rent aforesaid upon all goods, wares, chattels,
implements, fixtures, furniture, tools, and other personal
property which are or may be put on the demised premises. If, on
account of breach or default by Tenant of any of the Tenant's
obligations, hereunder, it shall become necessary for the
Landlord to employ an attorney to enforce or defend any of
Landlord's rights or remedies hereunder, then in any such event
any reasonable amount incurred by Landlord as attorney's fees
shall be paid by Tenant. Failure of Landlord to insist in any one
or more instances upon the strict performance of any of the
covenants or conditions of the Lease shall not operate as a
waiver of any future breach by Tenant of any said covenants or
conditions.
HOLDING 15. In the event Tenant holds over after the expiration of this
OVER Lease, it shall be deemed to be occupying said premises as a
Tenant from month to month at a monthly rental of 1???? of the
last monthly rental amount paid hereunder; such tenancy shall be
subject to all the other conditions, provisions and obligations
of this Lease insofar as the same are applicable to a month to
month tenancy. This provisions shall not be construed as an
extension of this Lease but is to define any holding over, with
or without consent of the Landlord.
SUBJECT TO 16. If this Lease is in fact a sublease, Tenant accepts this
ORIGINAL Lease subject to all of the terms and conditions of the
underlying Lease under which Landlord holds the demised premises
as lessee. Tenant covenants that it will do no act or thing which
would constitute a violation by Landlord of its obligations under
such underlying Lease, a copy of which is attached hereto and
made part hereof.
ACCESS 17. Landlord may during the term of this Lease, at reasonable
times, enter the premises to view, inspect, repair and show to
prospective purchasers or lessees.
18. Deleted by hand
19. Deleted by hand
CONDEMNATION 20. If the whole of the premises or access thereto should be
taken under the power of eminent domain or condemnation, or a
sale made under threat thereof then this Lease shall cease as of
the date of the taking without further liability upon either
Landlord or Tenant. If only a portion of the premises or access
thereto is taken under the power of eminent domain or
condemnation, or sale made under the treat thereof, and the
portion remaining will not, in the reasonable opinion of the
Tenant, be adequate for Tenant's continued use, Tenant shall have
the option to terminate this Lease by giving Landlord notice
thereof within thirty (30) days after the date of the taking. If
this Lease is not so terminated, Landlord shall promptly restore
the portion remaining to an integral unit resembling as much as
possible the premises prior to the taking. Any and all proceeds
resulting from a taking in whole or part of the premises under
the power of eminent domain or condemnation, or sale under threat
thereof, shall be paid directly to Landlord and shall be
Landlord's property.
MORTGAGE 21. This Lease, at the option of Landlord, shall be subordinate
to the lien of any mortgage or deed of trust or other security
instrument that is now or which hereafter may be placed on the
land and building of which said leased premises are a part, or
any building or buildings that hereafter may be placed on said
land; and the Tenant agrees to execute and deliver such
instrument or instruments as may be necessary or required by
Landlord or any mortgagee to evidence the subordination of this
Lease to any such mortgage, deed of trust, or other security
agreement or instrument; provided such subordination shall be
conditioned that the mortgagee will permit the Lease to remain in
effect as long as Tenant is not in default hereunder.
RULES AND 22. Tenant covenants and agrees that the attached rules,
REGULATIONS regulations, and stipulations, if any, and such other and further
rules and regulations as the Landlord may make, being, in the
Landlord's judgement needful for safety, care and cleanliness of
the building and premises, or the comfort of the Tenants, shall
be faithfully kept, observed, and performed by Tenant, and to the
best of Tenant's efforts, by the agents, clerks, servants,
invitees, guests and visitors of the Tenant, unless waived in
writing by the Landlord.
SOLE 23. Tenant and Landlord agree that unless and except as
AGREEMENT hereinafter specified, there are no verbal representations,
understandings, stipulations, agreements or promises pertaining
hereto not incorporated herein. And in addition, no provisions of
this Lease shall be altered, waived, amended, or extended, except
in writing signed by both Tenant and Landlord.
EXHIBITS 24. All exhibits, attachments, annexed instruments and addenda
referred to herein shall be considered a part hereof for all
purposes with the same force and effect as if copied at full
length herein.
LANGUAGE 25. Words of any gender used in this Lease shall be held and
construed to include any other gender, and words in the singular
shall be held to include the plural, unless the context otherwise
requires.
CAPTIONS 26. The captions or headings of paragraphs in this Lease are
inserted for convenience only, and shall not be considered in
construing the provisions hereof if any question of intent should
arise.
SUCCESSORS 27. The terms, conditions and covenants contained in this Lease,
shall apply to, inure of the benefit of, and be binding upon the
parties hereto and their respective successors in interest and
legal representatives except as otherwise herein expressly
provided. All rights, powers, privileges, immunities and duties
of Landlord under this Lease, including but not limited to any
notices required or permitted to be delivered by Landlord to
Tenant hereunder, may, at Landlord's option, be exercised or
performed by Landlord's agent or attorney.
NOTICES 28. Any notices or documents required or permitted to be
delivered hereunder shall be deemed to be delivered whether
actually received or not when deposited in the United States
Mail, postage prepaid, registered or certified mail, return
receipt requested, addressed to parties hereto at the respective
addresses set out opposite their names below, or at such other
address as they have theretofore specified by written notice
delivered in accordance herewith:
TENANT: CELEX TECHNOLOGY, INC.
0000 XXX X, XXXXX 000
Xxxxxxxxx XX 00000
LANDLORD: CONTINENTAL PROPERTIES J.V. #5
XX XXX 0000
Xxxx, XX 00000
SPECIAL 29. EXPENSE STOP: Landlord and tenant agree to establish 1998
PROVISIONS as the base year for building operating expenses. Any
increases above 1998 operating expenses will be passed thru
to the tenant in proportion to the tenant's occupancy of the
building. The tenant occupies 15% of the building.
EXECUTED this the day of , 19 .
LANDLORD
Continental Properties J.V. #5
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By: /s/ Xxxxx Xxxxxx Xx.
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Xxxxx Xxxxxx, Xx.
managing partner
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Title
TENANT
________________________________________
PRINCIPAL REALTOR, MEMBER OF THE
FORT WORTH BOARD OF REALTORS
CELEX TECHNOLOGY, INC.
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By:_____________________________________
By: /s/ Xxxxx Xxxxxx
________________________________________ ------------------------------
Cooperating Realtor
Vice President
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By: ____________________________________ Title
[FLOOR PLAN APPEARS HERE]
