EXHIBIT 10.42
OFFICE LEASE AGREEMENT
by and between
THE XXXXXX GROUP
("LANDLORD")
and
TRINTECH, INC.
A California Corporation
("TENANT")
BUILDING: 0000 Xxxxxx Xxxx
Xxxx Xxxx, XX 00000
LEASE DATED: August 16/th/, 1999
INDEX
PARAGRAPH HEADING
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1. Parties
2. Premises, Term, Rent and Use
3. Security Deposit
4. Annual Adjustment of Minimum Rent
5. Possession
6. Affirmative Covenants of Tenant
7. Holdover
8. Assignment and/or Sublet
9. Negative Covenants of Tenant
10. Services
11. Landlord's right to Enter
12. Release of Landlord
13. Insurance
14. Fire or Other Casualty
15. Tenant Default
17. Subordination
18. Assignment or Sale by Landlord
19. Attornment
20. Estoppel Letter
21. Condemnation
22. Notices
23. Quiet Enjoyment
23. Relocation
25. Binding Effect
26. Unrelated Business Taxable Income
27. Termination of Lease by Expiration of Term
28. Miscellaneous Taxes
29. Liens
30. Severability
31. Captions
32. Broker
33. Entire Agreement
EXHIBITS
"A" Commencement Memorandum
"B" Workletter Agreement
OFFICE LEASE AGREEMENT
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Made this 16th day of August, 1999.
1. Parties
1.1 Landlord: THE XXXXXX GROUP
Having its business offices at: 0000 Xxxxxx Xxxx
Xxxxxxxxx Xxxx, XX 00000
1.2 Tenant: TRINTECH, INC.
Having it's business offices at: 0000 Xxxxx Xxxxxx Xxx, Xxxxx 000
Xxxxxxxx, XX 00000
2. Premises, Term, Rent and Use
2.1 Landlord hereby leases to Tenant, and Tenant hereby rents from
Landlord, all that certain office space containing approximately 2,475 rentable
square feet, which is situated on the 2/nd/ floor and designated Suite in the
Building known as 0000 Xxxxxx Xxxx, Xxxx Xxxx, XX 00000 ("Premises"), together
with the right to use, on a nonexclusive basis and in common with the other
tenants of the Building, the Common Facilities of the Building as hereinafter
defined in paragraph 6.5.
2.2. Tenant agrees to rent said Premises subject to the following
conditions:
a) Subject to the provisions of paragraph 5.1. the Lease term shall be
12 months commencing on September 1, 1999 ("Commencement Date") and ending on
August 31, 2000 ("Termination Date").
b) If the date that the Premises is "Ready for Occupancy" (as defined
in Paragraph 5.1 hereof) is after the Commence Date as set forth in Paragraph
2.2a hereof, the term of this Lease shall be increased or extended by the number
of days from the date the Premises are Ready for Occupancy until the end of the
calendar month in which the Ready for Occupancy date occurs (hereinafter
referred to as "Commencement Month") in which event the First Lease Year shall
be deemed to end on the last day of the Commencement Month in the following
calendar year. Each subsequent Lease Year shall end on the anniversary date of
the last day of the First Lease Year. When the commencement Date of this Lease
shall be established, the parties hereto shall execute a memorandum confirming
such Commencement Date, which memorandum shall be in the form as attached hereto
as Exhibit "A" and when full executed by Landlord and Tenant shall be attached
to and form a part of this Lease. Tenant's failure or refusal to execute Exhibit
"A" shall constitute a default hereunder.
2.3 Tenant covenants and agrees that is shall pay to Landlord a "Minimum
annual Rent" for the Premises as follows:
a) The Minimum Annual Rent payable for the First Lease Year shall be
Forty Five Thousand Seven Hundred Eight Seven and 50/100 Dollars ($45,787.50),
payable in equal monthly installments of Three Thousand Eight Hundred Fifteen
and 63/100 Dollars (3,815.63).
b) Upon execution of this Lease by Tenant, Tenant shall pay to
Landlord the sum of Three Thousand Eight Hundred Fifteen and 63/100 Dollars
($3,815.63) which sum represents the first monthly installment of minimum rent
in advance and shall be applied or credited by Landlord to the monthly rent for
the first full calendar month of the term hereof.
c) In the event Landlord has substantially completed the interior fit-
out of the Premises as required of the Landlord hereunder in accordance with
paragraph 5 hereof and Tenant is able to use and occupy the Premises prior to
the Commencement Date set forth in paragraph 2.2 (a), Tenant shall pay a per
diem rental charge for such early occupancy in the amount of One Hundred Twenty
Seven and 19/100 ($127.19) for each day of early occupancy. Such early occupancy
of the Premises by Tenant shall not alter or change the Commencement Date or
Termination Date of this Lease as stated in paragraph 2.2a(a) above.
d) The Minimum Monthly Rent payable by Tenant hereunder shall be paid
by Tenant to Landlord without notice throughout the term of this Lease, and any
renewals or extensions thereof, in accordance with paragraph 6.1.
2.4 Tenant shall occupy the Premises throughout the Term, and shall use
the same for the and only for administrative or professional office(s), and
Tenant shall make no other use of the Premises without Landlord's prior written
consent, which consent shall no be unreasonably withheld or delayed.
Page 3
3. Security Deposit
Upon the execution of his Lease, Tenant shall deposit with Landlord as security
for all the terms, covenants and conditions of this Lease the sum of Three
Thousand Eight Hundred Fifteen and 63/100 dollars ($3,815.63). This deposit is
to be retained by Landlord until the expiration of this Lease and shall be
returnable to Tenant provided that (1) the Premises have been vacated; (2)
Landlord shall have inspected the Premises after such vacation; and (3) Tenant
shall have complied with all the terms, covenants and conditions of this Lease,
otherwise, the deposit so paid hereunder or any part thereof may be retained by
Landlord, at its option, as liquidated damages, or may be applied by Landlord
against any actual loss damage or injury chargeable to Tenant, hereunder or
otherwise, if Landlord determines that such loss, damage or injury is chargeable
to Tenant. If any portion of said deposit is so used or applied, Tenant shall
within five (5) business days after written demand from Landlord, deposit cash
with the Landlord in an amount sufficient to replace the amount of the deposit
so used or applied. This deposit may not be used as the last rental payment
under the Lease. In the event the Building of which the Premises forms a part is
sold, the deposit will be transferred to the new owner.
5. Possession
5.1 Landlord shall prepare the Premises for occupancy by the Tenant on the
commencement Date hereof in accordance with the Work Letter Agreement and Tenant
Space Plan attached hereto as Exhibits "B" and "C" respectively. The Premises
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shall be deemed "Ready for Occupancy" if the fit-out required by and set forth
on Exhibits "B" and "C" has been substantially and materially completed by
--------------------
Landlord, or its contractor, such that Tenant could reasonably conduct business
therein and any unfinished items have been reduced to a "Purchase List". If the
Premises are not Ready for Occupancy by the commencement Date hereof, Landlord
shall no be subject to any liability or penalty. Under such circumstance, the
Commencement Date, and Tenant obligation with respect to the payment of the
Minimum Rent, shall be postponed until and established as of, the actual day the
Premises are Ready for Occupancy as defined herein. The Termination Date hereof
shall be adjusted in accordance with Paragraph 2.2(b). Failure to give
possession on the Commencement Date shall not in any other way affect the
validity of this Lease or Tenant's obligation hereunder.
6. Affirmative Covenants of Tenant
Tenant covenants and agrees that it will without demand:
6.1 Payment of Rent
Pay the monthly rent in advance by the first day of each calendar
month and all other charges herein reserved as rent on the days and times the
same are made payable without fail, and without set-off, deduction or counter-
claim. Rent is to be paid to the Landlord at Property Manager's office at the
address stated in paragraph 22 or at such other address as directed from time to
time by the Landlord in writing. Tenant shall pay a late charge of ten percent
(10%) on each dollar of rent, or any other sum collectible as rent, or any other
sum collectible as rent under this Lease, not paid within ten (10) calendar days
after the same is due. If Landlord shall at any time or times accept said rent
or rent charges after the same shall have become due and payable, such
acceptance shall not excuse delay upon subsequent occasions, or constitute, or
be construed as a waiver of any of the Landlord's rights. Tenant agrees that any
charge or payment herein reserved, included or agreed to be treated or collected
as rent may be proceeded for and recovered by Landlord in the same manner as
rent due and in arrears.
Page 4
6.2 Requirements of Public Authorities
Comply with, at Tenant's sole cost and expense, all requirements of
any of the public authorities and with the terms of any State or Federal statute
or local ordinance or regulation applicable to Tenant or in its use of the
Premises, and save Landlord harmless from all penalties, fines, costs or damages
resulting from Tenant's failure to do so.
6.3 Rules and Regulations
Comply with all reasonable rules and regulations, from time to time
made by Landlord for the safety, care, upkeep and cleanliness of the Premises,
and/or the Building and grounds of which it is part, and/or for the comfort,
quiet and convenience of all the occupants or tenants of the Building provided
such rules and regulations are uniformly applied to all tenants of the Building
and are provided to Tenant in advance. Tenant agrees that such rules and
regulations shall, when written notice thereof is given to Tenant, form a part
of this Lease. The Tenant agrees to comply with the following rules and
regulations and with such reasonable modifications thereof and additions thereto
as the Landlord may hereafter from time to time make for the Building of which
the Premises forms a part. The Landlord shall not be responsible for the non-
observance by any other tenant for any of said rules and regulations.
a) The Tenant shall not exhibit, sell or offer for sale on the
Premises or in the Building any article or thing except those articles and
things essentially connected with the stated use of the Premises by the Tenant
without the prior written consent of the Landlord. The Premises shall not be
used for the manufacture, storage or sale at auction of any merchandise or goods
or tangible property of any kind without the specific written approval of
Landlord.
b) The Tenant will not make or permit to be made any use of the
Premises or any part thereof which would violate any of the covenants,
agreements, terms, provisions and conditions of this Lease or which directly or
indirectly is forbidden by public law, ordinance or governmental regulation or
which may be dangerous to life, limb or property, or which may invalidate or
increase the premium cost of any policy of insurance carried on the Building or
covering its operation, or which will suffer or permit the Premises or in part
thereof to be used in any manner or anything to be brought into or keep therein
which in the judgment of Landlord, reasonably exercised, shall in any way impair
or tend to impair the character, reputation or appearance of the Building as a
high quality office building or which will impair or interfere with or ten to
impair or interfere with any of the services performed by landlord for the
Building.
c) No additional locks or similar devices shall be attached to any
door or window without Landlord's prior written consent. No keys for any door
other than those provided by the Landlord shall be made. If more than two keys
for one lock are desired, the Landlord will provide the same upon payment by the
Tenant. All keys must be returned to the Landlord at the expiration or
termination of this Lease.
d) All persons entering or leaving the Building after hours on Monday
through Friday, or at any time on Saturdays, Sundays or holidays, may be
required to do so under such regulations as the Landlord may impose. The
Landlord may exclude or expel any peddler.
e) The Tenant shall not overload any floor. The Landlord may
reasonably direct the time and manner of delivery, routing and removal and the
location of safes and other heavy articles.
f) Unless the Landlord gives advance written consent, the Tenant shall
not install or operate any steam or internal combustion engine, boiler,
machinery, refrigerating or heating device or air conditioning apparatus in or
about the Premises, or carry on any mechanical business therein or use the
Premises for housing accommodations or lodging or sleeping purposes or do any
cooking therein, or use any illumination other than electric light or use or
permit to be brought into the Building any material or other articles deemed
hazardous to life, limb, or property, no bicycles, vehicles, or animals of any
kind shall be brought into or kept in the Premises excepting seeing eye dogs.
Tenant or its employees shall not utilize any type of space heater in the
Premises without the prior written approval of the Landlord. The Tenant shall
not use the Premises for any illegal purpose.
g) The Tenant shall cooperate fully with the Landlord to assure the
effective operation of the Building's air conditioning system, including the
closing of venetian blinds or drapes, and if windows are operable to keep them
closed when the air conditioning system is in use and not to permit any of
Tenant's employees, agents or invitees to throw anything out of the windows.
h) The sidewalks, halls passages, exits, entrances, elevators, and
stairways shall not be obstructed by the Tenant or used for any purpose other
than for ingress to and egress from its Premises. The halls, passages, exits,
entrances, elevators, stairways and roof are not for the use of the general
public and the Landlord shall in all cases retain the right to control and
prevent access thereto by all persons whose presence, in the judgment of the
Landlord, shall be prejudicial to the safety, character, reputation and
interests of the Building and its tenants, provided that nothing herein
contained shall be construed to prevent such access to persons with whom the
Tenant normally deals in the ordinary course of Tenant's business unless such
persons are engaged in illegal activities. No Tenant and no employees or
invitees of any Tenant shall of upon the roof or mechanical floors of the
Building.
Page 5
i) Tenant shall not use, keep or permit to be used or kept any foul or
noxious gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner reasonably offensive or reasonably objectionable to
the Landlord or other occupants of the Building by reason of noise (whether by
the use of musical instruments, radios, tapes, records, whistling, singing, or
by any other way) odors and/or vibrations, or interfere in any way with other
tenants or those having business therein, nor shall any animals or birds be
brought in or kept in or about the Premises or the Building. Tenant shall not
cause or permit any unusual noxious or objectionable odors to originate from the
Premises
j) Tenant shall see that the doors and windows, if operable of the
Premises are closed and securely locked before leaving the Building and must
observe strict care and caution that all water faucets or water apparatus are
entirely shut off before Tenant or Tenant's employees leave the Building and
that substantially all electricity shall likewise be carefully shut off as may
be practicable so as to prevent waste or damage and for any default or
carelessness Tenant shall make good all injuries or losses sustained by other
tenants or occupants of the Building or Landlord.
In addition to all other liabilities for breach of any covenant
of this paragraph 6.3 the Tenant shall pay to the Landlord an amount equal to
any increase in insurance premiums payable by the Landlord caused by such breach
by Tenant.
6.4 Notification of Accident, Etc.
Give to Landlord written notice of any accident, fire or damage
occurring on or to the Premises within twenty-four (24) hours of Tenant's
knowledge of such occurrence.
6.5 Condition of Premises
As used herein Premises shall be deemed to mean those areas used
exclusively by Tenant and "Common Facilities" are hereby defined to include the
lawns, shrubbery, curbs, sidewalks, parking areas, entranceway, lavatories,
elevators, interior foyers or lobbies, hallways, and stairtowers of the
Building. Tenant shall during the term of this Lease keep the Premises in good
order and condition, ordinary wear ad tear excepted; and toward that purpose
Tenant will promptly make all necessary repairs and replacements to the areas
used exclusively by Tenant. Without limited the foregoing Landlord may at its
discretion, and without any duty to do so, make any necessary repairs or
restoration. Landlord at Landlord's expense shall keep in good order and safe
condition, and shall promptly repair, the Common Facilities, the structural
portions of the Building (which are hereby defined as the structural parts of
the roof, floor, slab, foundation, load bearing members, trusses and joists),
the interior and exterior walls exclusive of Tenant's partitions AND demising
walls), windows, and the mechanical, electrical, HVAC, and plumbing systems and
equipment of the Building and Premises, except where the damage or repair has
been made necessary by the misuse, act or neglect by Tenant or Tenant's agents,
employees, and invitees, in which event Landlord shall nevertheless make the
repair but Tenant shall pay to Landlord, as additional rent immediately upon
written demand the reasonable costs therefore.
7. Holdover
Tenant shall peaceably deliver up and surrender possession of the Premises to
Landlord at the expiration or sooner termination of this Lease and promptly
deliver to Landlord at its office all keys for the Premises. If the Tenant
retains possession of the Premises or any part thereof after the termination of
the term, the Tenant shall pay the Landlord Rent at double the monthly rent
specified in paragraph 2.3 (and as increased in accordance with paragraph 4) for
the time the Tenant thus remains in possession sustained by reason of the
Tenant's retention of possession. If the Tenant remains in possession the
Premises, or an part thereof after the termination of the term, such holder hall
at the election of the Landlord expressed in a written notice to the Tenant and
not otherwise, constitute a renewal of this Lease for one year. The provisions
of this paragraph 7 do not exclude the Landlord's rights of re-entry or any
other right hereunder.
8. Assignment and/or Sublet
8.1 Tenant shall not, without Landlord's prior written consent, which
consent shall not be unreasonably withheld or delayed (i) assign, convey,
mortgage, pledge, encumber, or otherwise transfer (whether voluntarily or
otherwise) this Lease or any interest under (ii) allow any transfer thereof or
any lien upon Tenant's interest by operation of Law, ((iii) sublet the Premises
or any part thereof, or (iv) permit the use or occupancy of the Premises or any
part thereof by anyone other than Tenant.
8.2 Notwithstanding anything herein to the contrary, if Tenant desires to
sublet or assign this Lease with respect to all or part of the Premises. Tenant
shall notify Landlord in writing ("Assignment Notice") of the identity of the
proposed sublessee or assignee the terms of the proposed subletting or
assignment and the area proposed to be sublet or covered by the assignment and
shall give Landlord the option to:
(a) subject from Tenant such space at the same rent as Tenant is
required to pay under the Lease.
(b) terminate this Lease with respect to the assignment or sublet
space; or
(c) consent to the assignment or subletting of the space, or
(d) withhold consent to the assignment or sublet.
Page 6
Tenant specifically agrees, however, that no assignment or sublet
shall be consented to by Landlord unless Tenant is not in default of any of the
terms of this Lease beyond the expiration of any applicable notice or grace
period, the assignee or sublessee shall actually occupy the Premises: Tenant
agrees in writing to remain jointly and severally liable for all the terms
covenant and conditions of this Lease; and it is agreed that any rent charged by
Tenant to a subtenant that is over and above the rent paid to Landlord by the
terms of the terms of this Lease shall be shared equally by Landlord and Tenant.
8.3 Any of Landlord's options hereunder shall be exercised in writing
within thirty (30) days of Landlord's receipt of Tenant's Assignment Notice. If
Landlord fails to exercise any of its options within the aforesaid thirty (30)
day period, Landlord shall be deemed to have consented to the assignment and/or
sublet.
8.4 If the assignment or sublet space does not constitute the entire
Premises and Landlord exercises its option to terminate this Lease for that
portion thereof, this Lease shall remain in full force and effect, except that
the monthly rental shall be reduced by a percentage equal to the percentage of
which the terminated area represents of the entire Premises.
8.5 In the event Landlord exercises its option to sublet the subject
space, the subletting shall be on such terms and conditions as contained in this
Lease to the extent applicable, except that Landlord shall have the
unconditional right to re-sublet or reassign the subject space to another party.
8.6 If Landlord consents to an assignment or sublet or is deemed to have
consented to same, Tenant shall, within thirty (30) days thereof, provide
Landlord with a copy of the fully executed assignment or sublease agreement,
which agreement shall include provisions which obligates Tenant and such
sublessee or assignee to be jointly and severally liable to Landlord for all
terms and conditions contained in this Lease. Should Tenant fail to produce same
within thirty (30) days, then Landlord's consent shall be null and void and
Tenant shall remain solely responsible for all terms and conditions of this
Lease as though Tenant's Assignment Notice had never been received by Landlord.
8.7 Landlord's consent to an assignment or sublet shall not be construed
to any subsequent assignment or sublet, and each such subsequent assignment or
sublet shall require an Assignment Notice and Landlord's consent as outlined
herein. Nor shall Landlord's acceptance of a rental payment from an assignee or
sublessee be construed as consent thereto if Landlord has not expressly
consented thereto in writing.
8.8 Tenant agrees to pay to Landlord reasonable costs including attorney's
fees, incurred by Landlord in connection with review of any request by Tenant
for Landlord's consent to an assignment or sublet. The maximum charge to Tenant
for such review shall be Five Hundred Dollars ($500.00).
9. Negative Covenants of Tenant
Tenant covenants and agrees it will do none of the following (i.e. paragraphs
9.1 through 9.8 inclusive) without the prior written consent of Landlord.
9.1 Sinage
Place or paint any signs on the Premises or anywhere on or in the
Building of which the Premises forms a part, or place any curtains, blinds,
shades, awnings, aerials, banners or flags, or the like (hereinafter
collectively referred to as "Signs"), in the Premises or anywhere on or in the
Building visible from outside the Premises. Landlord reserves the absolute
right, in its sole discretion, to disapprove any Signs on aesthetic grounds
including size, type, location and/or quality. Tenant shall pay the expenses
involved in erection of any Signs and obtaining a permit therefor. Tenant
warrants that it shall obtain all necessary permits prior to erecting any such
Signs and that Tenant shall remove said Signs or the like, on termination of
this Lease and promptly restore any damage caused by the installation and/or
removal thereof. The listing of any name other than that of Tenant, whether on
such Signs or the Building directory, or otherwise, shall not operate to vest
any right or interest in this Lease or in the Premises or be the written consent
of Landlord mentioned in paragraph 8.3, it being expressly understood that any
such listing is a privilege extended by Landlord revocable at will by written
notice to Tenant.
9.2 Alterations to Premises
Make any alterations, improvements, or additions to the Premises. In the event
Tenant desires to make any alterations, improvements, or additions, Tenant shall
First submit to Landlord plans and significations therefor and obtain Landlord's
written approval thereof prior to commencing any such work. All alterations,
improvements, or additions or fixtures whether installed before or after the
execution of this Lease shall remain upon the Premises at the expiration or
sooner termination of this Lease and become the property of Landlord without
compensation to Tenant (excepting only Tenant's moveable office furniture, trade
fixtures, office and professional equipment), unless Landlord shall, prior to
the Termination Date of this Lease, have given written notice to Tenant to
remove the same, in which event Tenant shall remove such alterations,
improvements and additions or fixtures, and restore the Premises to the same
good order and condition in which they were upon initial occupancy. Should
Tenant fail to do so, Landlord may, at Landlord's option, restore the Premises
and collect the complete cost and expense therefor from the Tenant as additional
rent.
Page 7
9.3 Machinery and Equipment
Use, operate or maintain any machinery, equipment or Fixture that, in
Landlord's opinion, is harmful to the Building and appurtenances of which the
Premises are a part or is disturbing to other tenants occupying any other part
thereof.
9.4 Weights
Place any weights in any portion of the Premises beyond the safe
carrying capacity of the Building.
9.5 Fire Hazard
Do or cause to be done any act objectionable to the fire insurance
companies whereby the fire insurance or any other insurance now in force or
hereafter to be placed on the Premises or on the Building shall become void or
suspended, or whereby the same shall be rated as a more hazardous risk than at
the date of execution of this Lease; or have any highly flammable, volatile or
explosive matter of any kind on or about the Premises. In case of a breach of
this covenant (in addition to all other remedies herein given to Landlord),
Tenant agrees to pay Landlord as additional rent any and all increase or
increases of premiums on insurance reasonably carried by Landlord on the
Premises, or on the Building and appurtenant land caused in any way by the
occupancy of Tenant.
9.6 Congestion
Shall not permit the Premises to be used or occupied in a congested
manner. The number of people that shall use or occupy the Premises shall be
reasonable for the size of the Premises taking into consideration the safety of
the occupants, the burden that an unreasonable number of occupants will place
upon the electricity, heating and air conditioning equipment, the congestion
that would result in the common facilities of the Building and its
appurtenance(s) such as hallways, washrooms, parking lot, etc. If in Landlord's
opinion reasonably exercised the Premises are being used occupied by more people
than is reasonable. Tenant agrees to reduce the number thereof upon written
demand of Landlord to the number that Landlord reasonably determines to be
reasonable for the Premises.
9.7 Removal of Goods.
Remove, attempt to remove or manifest an intention to remove Tenant's
goods or property from or out of the Premises otherwise than in the ordinary and
usual course of business, without having first paid and satisfied Landlord for
all rent which may become due during the entire term of this Lease, in addition
to all sums denominated as additional rent under this Lease.
9.8 Toxic or Hazardous Material
Use, store or dispose of any toxic or hazardous material or substance,
as defined by any local, state or federal law or regulation, in or around the
Premises. As used herein, the term "Hazardous Materials" means any hazardous or
toxic substance, material or waste (including, without limitation, asbestos)
which, now or in the future, is determined by any state, federal or local
governmental authority to be capable of posing a risk of injury to health,
safety or property and/or the use and/or disposal of which is regulated by any
governmental authority. If the Premises, or any equipment, trade Fixtures or
other mechanical apparatus therein, contains any Hazardous Material which was
installed or placed therein by Tenant, Landlord, at its election, shall have the
right to (i) cause Tenant to remove and properly dispose of same, all at
Tenant's sole cost and after Landlord approves Tenant's removal and disposal
plan which shall be submitted to Landlord in writing, or (ii) perform the
removal and disposal thereof itself, in which event Tenant shall reimburse
Landlord, on written demand, for the cost incurred by Landlord in doing so
including the securing of all applicable certification. Tenant shall not cause
or permit any Hazardous Material to be brought upon, kept or used in or about
the Premises by Tenant, its agents employees, contractors or invitees.
10. Services
The following services and facilities shall be supplied by Landlord at no
additional cost to Tenant (except for the payment of electricity used or
consumed by Tenant in or for the Premises as set forth in paragraph 10.3) in
connection with Tenant's use of the Premises, in common with other tenants of
the Building of which the Premises are a part.
10.1 Parking
Tenant shall be entitled to park, on a nonexclusive basis and in
common with the other tenants of the Building, in the parking facilities
provided for tenants of the Building. Tenant shall not overburden the parking
facilities and agrees to cooperate with Landlord and other tenants in the use of
the parking facilities. Landlord reserves the right to reasonably determine
whether the parking facilities are becoming crowded, and in such event to
allocate parking spaces among tenants or to otherwise limit the number of
parking spaces available for use by Tenant, its employees and invitees. The
parking facilities and exterior common areas shall not be obstructed by Tenant
or used by Tenant for any purposes others than parking of motor vehicles and
ingress and egress from and to Tenant's Premises. Tenant's employees, agents,
invitees and licensees shall not be permitted to park or store on the grounds of
the Building any commercial vehicle or storage vehicle. Tenant shall observe,
and use only for its designated purpose, and shall cause its employees, agents,
invitees and licensees to observe and use only for their designated purpose all
handicap parking spaces, loading zones and fire lanes as established by the
Landlord from time to time.
Page 8
10.3 Electricity
Landlord shall supply the Premises with reasonable electric service
for heat, air conditioning, lighting and power to operate Tenant's business
machines and equipment. Landlord shall not have any responsibility or liability
to Tenant for any failure, any fluctuation or any surge of electrical power or
capacity as provided by or caused by the utility company supplying the same.
Landlord shall read the building's electrical meter on a monthly basis and xxxx
Tenant for Tenant's proportionate share, which will equate to 19% of the
electric xxxx. (2,475 square feet divided by 13,000 square feet equates to 19%.)
10.4 Elevator Services
Landlord shall provide elevator services during the normal hours of
Building operation which is hereby defined to be between the hours of 8:00 AM to
6:00 PM, Monday through Friday, excluding legal holidays such as New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
All Tenant move-ins or move-outs shall not be permitted during normal business
hours except with the prior written consent of Landlord or its Property Manager.
10.5 Interruption of Services
Landlord shall have no responsibility or liability to Tenant, nor
shall there be any abatement in rent for any failure to supply any of said
services and facilities that Landlord has agreed to supply hereunder or for any
period said services and facilities are out of order, undergoing repair or are
disrupted by labor disorders, strikes, accidents or other causes beyond
Landlord's control.
11. Landlord's Right to Enter
Tenant shall permit Landlord. Landlord's agents, or any person authorized by
Landlord to inspect the Premises at any time, and to enter the Premises for the
purposes of cleaning and, if Landlord shall so elect, for making reasonable
alterations, improvements or repairs to the Building or for any reasonable
purpose in connection with the operation and maintenance of the Building
including showing the Premises to prospective tenants.
12. Release of Landlord
Tenant agrees to be responsible for and to indemnify and hold Landlord harmless
from any and all costs, including attorney fees, and/or liability by reason of
any injury, loss, damage to any person or property in the Premises or the
Building of which the Premises are a part, whether the same be due to fire,
breakage, leakage, water flow, gas, failure of water supply or light or power or
electricity, wind lightning, storm, or any other cause whatsoever, whether the
loss, injury or damage be to the person or property of Tenant or any other
person.
13. Insurance
Tenant, at its own cost and expense, will provide and keep in force during the
term of this Lease, comprehensive general liability insurance with a combined
single limit of One Million Dollars ($1,000,000) covering the Premises. Tenant
shall also provide and keep in force a fire and hazard policy in an amount
sufficient to cover the replacement cost of all Tenant's contents and property
kept on the Premises. Tenant's fire and hazard insurance shall contain an
endorsement denying the insurer any right of subrogation against Landlord. All
policies shall name Landlord as additional named insured and provide for at
least thirty (30) days written notice to Landlord before cancellation or
material change, Landlord shall be provided with a Certificate of Insurance as
evidence of said coverage prior to the Commencement Date of this Lease and
Tenant's occupancy of the Premises, and Tenant shall promptly furnish Landlord
with a renewal Certificate of Insurance on or before the date of expiration of
the then current Certificate of Insurance.
14. Fire or Other Casualty
14.1 If during the term of this Lease or any renewal or extension thereof,
the Premises or the Building are totally destroyed or so damaged by fire or
other casualty not occurring through the fault or negligence of Tenant or those
employed by or acting for Tenant and the same cannot be repaired or restored
within one hundred twenty (120) calendar days from the date of the occurrence of
such damage, or if such damage or casualty is not included in the risks covered
by Landlord's fire insurance with the usual extended coverage, then this Lease
shall absolutely cease and terminate and the rent shall xxxxx for the balance of
the term. In such case, Tenant shall pay the rent apportioned to the date of
damage and Landlord may enter upon and repossess the Premises without further
notice and with the right the break in and take possession.
Page 9
14.2 If the damage caused as above be only partial, Landlord may exercise
either of the following options:
(a) If the repair of such partial destruction can be made with
Landlord's insurance proceeds, Landlord shall have the option to
restore the Premises for that purpose and the rent shall be
apportioned during the time Landlord is in possession, taking into
account the proportion of the Premises rendered untenantable and the
duration of Landlord's possession if a dispute arises as to the
amount of rent due under this clause, Tenant agrees to pay in escrow
with Madison Bank (or a successor reasonably acceptable by Landlord
and Tenant) the full amount claimed by Landlord and Tenant shall
have the right to proceed by law or recover the excess payment, if
any; or
(b) In the event of said partial destruction, Landlord shall have
the option to terminate this Lease by giving written notice of such
termination to Tenant within sixty (60) days after said partial
destruction; and upon giving of such notice, the Lease shall expire
immediately, and the Tenant shall vacate the Premises.
14.3 If the damage caused as above is only slight, such that Tenant can
continue to reasonably conduct business in the entire Premises, Landlord shall
repair whatever portion, if any, of the Premises that may have been damaged by
fire or other casualty and the rent accrued or accruing shall not be apportioned
or suspended.
14.4 If said damage by fire or other casualty was caused by the gross
negligence or willful misconduct of Tenant or its agents, employees or invitee,
Tenant shall not be entitled to any abatement or apportionment of the rent.
15. Additional Rent
Tenant agrees to pay Landlord as rent, in addition to the minimum rental herein
reserved, any and all sums which may become due under this Lease by reasons of
any and all covenants of this Lease or by reasons of any default or failure on
Tenant's part to comply with any and all of the covenants of this Lease, and
also any and all damages to the Premises caused by any act or neglect of Tenant,
its contractors, agents or employees.
16. Tenant Default
16.1 If Tenant:
(a) Does not pay in full when due any and all installments of rent
and/or any other charges or payment herein reserved, included, or
agreed to be treated or collected as rent; or
(b) Violates or fails to perform or otherwise breaks any covenant or
agreement herein contained; or
(c) Vacates the Premises or removes or attempts to remove or
manifests an intention to remove all of Tenant's goods or property
therefrom otherwise than in the ordinary and usual course of
business or an assignment or subletting without having first paid
and satisfied Landlord in full for all rent and other charges,
expenses and costs then due or that may thereafter become due until
the expiration of the terms; or
(d) Makes an assignment for the benefit of creditor; or files a
voluntary petition under any bankruptcy or insolvency law; or if an
involuntary petition alleging an act of bankruptcy or insolvency is
filed against Tenant (and not discharged within sixty (60) days); or
whenever the Tenant permits or otherwise suffers this Lease to be
taken under any writ of execution; or if this Lease passes to or
devolves upon, by law or otherwise, to one other than Tenant; or
(e) Makes any assignment or sublet of this Lease which is not accord
with the terms and conditions of the assignment provisions of this
Lease.
In any of the events hereinabove set forth there shall be deemed to
be a breach of this Lease and thereupon ipso facto and without written notice,
except as set forth in paragraph 16.2, or other reasonable action by Landlord,
at the sole option of the Landlord, Landlord shall have the right and privilege
to pursue the remedies set forth in paragraphs 16.3, 16.4, 16.5, 16.6, 16.7
and/or 16.8.
16.2 Time to Remedy Default
Landlord shall have no right to exercise any remedy for default by
Tenant and Tenant shall not be, or be deemed to be, in default hereunder unless
and until Landlord shall send to Tenant written notice of any default specifying
the default, and
a) If the default is in payment of money, unless Tenant fails to
remedy the default within five (5) calendar days after said notice
is received, or
b) If the default is other than in payment of money, unless Tenant
fails to begin to cure the default within twenty (20) calendar days
following receipt of said notice and proceeds expeditiously,
continuously and diligently to cure the default
16.3 Landlord's Remedies
The occurrence of any of the events listed in paragraph 16.1 above
shall be deemed a breach of this Lease and without further notice to Tenant,
except as set forth in paragraph 16.2, Landlord shall have the following
remedies available to it to the extent permitted by law.
Page 10
(a) The rent for the entire unexpired balance of the term of this
Lease as well as other charges, costs and expenses agreed to herein
shall immediately become xxx and payable and in arrears; and/or
(b) Landlord, or anyone acting on Landlord's behalf at Landlord's
option may without written notice or demand enter the Premises and
take possession of and sell all goods and chattels therein at auction
on three (3) days notice, served in person on Tenant or left or posted
on the Premises and pay Landlord out of the proceeds of said auction
sale; or
(c) Landlord may remove from the Premises without liability therefor
all goods and chattels found therein and may relocate same to any
other place or location. Tenant agrees to pay all costs for relocation
and storage. Tenant hereby releases and discharges Landlord, and its
agents, from all claims, auctions, suits, damages and penalties, for
or on account of any entry distraint, levy, appraisement, removal of
said goods and chattels or sale thereof; and/or
(d) Landlord may take possession of the Premises, make any alterations
as are reasonably necessary for reletting and may lease the Premises
or any part to any party as may in Landlord's reasonable discretion
seem best and tenant shall remain liable for any loss of rent, cost of
alterations or other costs associated with or incurred by Landlord in
reletting the Premises.
(e) Landlord shall have, in addition to the above, all other remedies
available to Landlord in law or equity. Tenant shall reimburse
Landlord for all reasonable attorney's fees incurred by Landlord in
exercising its remedies herein.
16.4 Termination of Lease by Tenant Default
Upon the occurrence of any of the events listed in paragraph 16.1
above, Landlord may, at its election after the expiration of the applicable time
set forth in paragraph 16.2, terminate this Lease and Tenant's right to
possession of the Premises, whereupon Landlord shall be entitled to recover
damages for such breach, in addition to all sums actually due and in arrears in
an amount equal to the sum of all rent reserved for the balance of the term of
this Lease.
16.5 Confession of Judgement, Rent
If rent and/or charges hereby reserved as rent shall remain unpaid on
any day when due or any other condition of the Lease is broken by Tenant, Tenant
hereby empowers any Prothonotary, Clerk of Court or Attorney of any Court of
Record to appear for Tenant in any and all actions which may be brought for rent
and/or the charges reserved as rent, to sign for Tenant an arrangement for
entering in any competent Court an amicable action to confess judgement against
Tenant for all or any part of the rent specified in this Lease and then unpaid
including, at Landlord's option, the rent for the entire unexpired balance of
the term of this Lease, and/or other charges attorney's fees, payments, costs
and expenses, reserved as rent shall fall due or be in arrears, and such powers
may be exercised under any extension or renewal of this Lease. The right to
confess judgement cannot be exhausted by a single exercise thereof and may be
exercised upon and event of default.
16.6 Ejectment
When this Lease shall be determined by condition broken, either during
the original terms of this Lease or any renewal or extension thereof, and also
when and as soon as the term hereby created or any extension thereof shall have
expired, it shall be lawful for any attorney as attorney for Landlord to file an
agreement for entering in any competent Court an amicable action and judgment in
ejectment against Tenant and all persons claiming under Tenant for the recovery
by Landlord of possession of the Premises, for which this Lease shall be his
sufficient warrant, whereupon, if Landlord so desires, a writ of execution or of
possession may issue forthwith, without any prior writ of proceedings
whatsoever, and provided that if for any reason after such action shall have
been commenced the same shall be determined and the possession of the Premises
hereby demised remain in or be restored to Tenant. Landlord shall have the right
upon any subsequent default or defaults or upon the termination of this Lease as
hereinbefore set forth, to bring one or more amicable action or actions as
hereinbefore set forth to recover possession of the said Premises.
16.7 Affidavit of Default
In any amicable action for rent or in ejectment, the Landlord shall
first cause to be filed in such action an affidavit made by him or someone
acting for him setting forth the facts necessary to authorize the entry of
judgment, and of a true copy of this Lease (and the truth of the copy of such
affidavit shall be sufficient evidence) be filed in such action, it shall not be
necessary to file the original as a warrant of attorney, any rule of Court
custom or practice to the contrary notwithstanding.
If the proceedings shall be commenced by Landlord to recover
possession under the Acts of Assembly, either at the end of the term or sooner
termination of this Lease, of for nonpayment of rent or for any other reason,
Tenant specifically waives the right to the fifteen (15) or thirty (3) days
notice required by the Act of April 6, 1951. P.L. 69. And agrees that five (5)
days notice shall be sufficient in either or any other case.
16.8 Remedies Cumulative
All of the remedies hereinbefore given to Landlord and all rights and
remedies given to Landlord by law and equity shall be cumulative and concurrent.
No termination of this Lease or the taking or recovering of the Premises shall
deprive Landlord of any of its remedies or actions against Tenant for any and
all sums due at the time of termination or recovery of possession.
Page 11
17. Subordination
This Lease is subject to and subordinate to any and all mortgages, deeds of
trust or ground leases now or hereafter placed upon the Premises. Provided,
however, if Tenant is not in default and performs its obligations hereunder
Tenant shall not be disturbed in its possession of the Premises and this Lease
shall remain in full force and effect. Although this subordination shall be
self-executing, Tenant agrees upon demand of Landlord to execute, acknowledge
and deliver all such instruments as shall be reasonably requested by any
mortgagee or proposed mortgagee to confirm such subordination, and Tenant agrees
to execute an estoppel agreement in favor of any mortgagee of Landlord, if
requested to do so by any mortgagee or Landlord. Tenant shall be responsible for
any reasonable attorney's fees or other costs incurred by Landlord in enforcing
this provision, should Tenant refuse to comply with this provision.
18. Assignment or Sale by Landlord
This Lease shall be freely assignable by Landlord, the right to enforce all of
the provisions of this Lease may be exercised by any assignee of Landlord's
right, title and interest in this Lease. Tenant hereby expressly waives the
requirements of any and all laws regulating the manner and/or form in which such
assignments shall be executed and witnessed.
19. Attornment
In the event of the sale or assignment of Landlord's interest in the Building of
which the Premises are a part or in the event of the exercise of the power of
sale under any mortgage made by Landlord, Tenant shall execute upon request any
agreement of attornment to the purchaser to recognize such purchaser as Landlord
under this Lease.
20. Estoppel Certificate
Tenant shall, within five (5) business days of the request of Landlord, issue an
estoppel certificate, in the form supplied by Landlord, to any party designated
by Landlord. Should Tenant fail to sign an estoppel certificate within five (5)
business days or unreasonably withhold its signature, Landlord may commence
legal proceedings to enforce this provision and Tenant shall be responsible for
all reasonable legal fees incurred by Landlord and for all damages incurred by
Landlord resulting from Tenant's failure to sign an estoppel certificate.
21. Condemnation
In the event that the Premises or any part thereof is taken or condemned for a
public or quasi-public use, this Lease shall, as to the part so taken, terminate
as of the date shall vest in the condemnor, and rent shall xxxxx in proportion
to the square feet of leased space taken or condemned or shall cease if the
entire Premises be so taken. In either event Tenant waives all claims against
Landlord for any part of the award for the complete or partial taking of the
Premises, and it is agreed that Tenant shall not be entitled to notice
whatsoever of the partial or complete termination of this Lease by reason of the
aforesaid. Nothing in this paragraph 21 shall be interpreted to limit or prevent
Tenant from making any claim against the condemning authority for removal
expenses, business dislocation damages and/or moving expenses. In the event any
portion of Tenant's Premises is condemned, Tenant shall have the right to
terminate this Lease upon the date title to the portion of the Premises vests
with the condemning authority.
22. Notices
All notices required to be given by either party hereto to the other shall be in
writing. All such notices shall be deemed to have been properly given if served
personally or if sent by overnight delivery service or by United States
registered or certified mail, postage prepaid, and addressed as set forth herein
or to such other address which either party may hereafter designate in writing
by notice give in a like manner to the other.
IF TO LANDLORD:
c/o Xxxxxxx X. Xxxxxxx
Associate Controller
0000 Xxxxxx Xxxx
Xxxxxxxxx Xxxx, XX 00000
IF TO TENANT:
at the Premises as set forth in paragraphs 1.2 and 2.1
23. Quiet Enjoyment
Landlord agrees that Tenant, on paying the rent and other sums payable hereunder
and performing the covenants and conditions herein set forth, subject as
aforesaid, shall and may, peaceably and quietly have, hold and enjoy the
Premises for the term aforesaid, free and clear of anyone claiming through
Landlord.
Page 12
24. Relocation
If the Premises contain an area of 2,000 square feet or less, Landlord, at its
sole expense, on at least sixty (60) days prior written notice to Tenant, may
require Tenant to move from the Premises to another location of comparable size
and decor in order to permit Landlord to consolidate the Premises with other
space leased or to be leased to another tenant in the Building. In the event of
any such relocation, Landlord shall pay all the expense of preparing and
decorating the new location so that it will be substantially similar to the
Premises, and will pay the reasonable expense of moving Tenant's furniture and
equipment to the new location. Should Tenant refuse to permit Landlord to move
Tenant to such new space at the end of said sixty (60) day notice period,
Landlord shall have the right to cancel and terminate this Lease effective
ninety (90) days from the date of original notification by Landlord. If Landlord
moves Tenant to such new space, this Lease and each and all of its terms,
covenants and conditions shall remain in full force and effect and be deemed
applicable to such new space, and such new space shall thereafter be deemed to
be the Premises as though Landlord and Tenant had entered into an express
written amendment of this Lease with respect thereto.
25. Binding Effect
The submission of this Lease does not constitute a reservation of, or option
for, the Premises and this Lease shall become a binding offer and legally
enforceable contract only upon execution and delivery thereof by both Landlord
and Tenant. All rights and liabilities herein given to, or imposed upon the
respective parties hereto, shall extend to and bind the several and respective
heirs, executors, administrators, successors and assigns of said parties.
26. Unrelated Business Taxable Income
Landlord shall have the right, from time to time, to require amendments to this
Lease if the Landlord is advised, and delivers to Tenants a written opinion by
Landlord's counsel, that all of any portion of the monies paid by Tenant to
Landlord hereunder are, or will be deemed to be, unrelated business income
within the meaning of the United States Internal Revenue Code, or regulations
issued thereunder. Tenant agrees to make good faith efforts to enter into such
amendments, provided that no such amendments shall result in Tenant having to
hereunder pay in the aggregate in any month more money on account of its
occupancy of the Premises than it would have been required to pay in the absence
of such amendment, and provided further than no such amendment shall result in
Tenant receiving under the provisions of this Lease less services than it is
entitled to receive, nor services of a lesser quality, and provided further that
any amendment shall be in form and substance satisfactory to counsel for Tenant.
27. Termination of Lease by Expiration of Term
27.1 It is hereby mutually agreed that either party hereto may terminate
the Lease at the expiration of the original term or any renewal of extension
thereof by delivering to the other party written notice of same no later than
one hundred eighty (180) calendar days prior to the expiration of the then
current term. In the absence of such notice the Lease shall then automatically
continue for an additional period of one (1) year under the same terms and
conditions including all automatic escalations of rent (in accordance with
paragraph 4) in force immediately prior to the expiration of the then current
term, and so on for a one (1) month to one (1) month period until terminated by
either party as herein provided. Any rental allowance or other benefit granted
Tenant by Landlord during the original Lease term shall not automatically carry
over into any renewal or extension thereof.
27.2 If Landlord shall have given Tenant written notice prior to the
expiration of any term hereby created of Landlord's intention to change the
terms and conditions of the Lease, and Tenant shall not within thirty (30)
calendar days from such notice notify Landlord of Tenant's intention to vacate
the Premises at the expiration of the then current term, then Tenant shall be
bound under the terms and conditions as set forth in such notice for a further
term as above provided, or for such further term as may be stated in said
notice.
28. Miscellaneous Taxes
Tenant shall pay prior to delinquency all taxes assessed against or levied upon
it by reason of its occupancy of the Premises, or upon the fixtures,
furnishings, equipment and all other personal property of Tenant located in the
Premises, if nonpayment thereof shall give rise to a lien on the real estate,
and when possible Tenant shall cause said fixtures, furnishings, equipment and
other personal property to be assessed and billed separately from the property
of Landlord. In the event any or all of Tenant fixtures, furnishings, equipment
and other personnel property, or upon Tenant, occupancy of the Premises, shall
be assessed and taxed with the property of Landlord. Tenant shall pay to
Landlord its share of such taxes within ten (10) days after delivery to Tenant
by Landlord of a statement in writing setting forth the amount of such taxes
applicable to Tenant's fixtures, furnishings, equipment or personal property.
29. Liens
If because of any act or omission of Tenant, its employees, agents, contractors
or subcontractors, any mechanic's lien or other lien, charge or order for the
payment of money shall be filed against Landlord, or against all or any portion
of the Premises, or the Building of which the Premises are a part, Tenant shall
at its own cost and expense, cause the same to be discharged of record, within
thirty (30) days after the filing thereof, and Tenant shall indemnify and save
harmless Landlord against and from all costs, liabilities, suits, penalties,
claims and demands, including reasonable attorney's fees resulting therefrom.
Page 13
30. Severability
Each term, or provisions, contained in this Lease, or any amendment or
supplement hereto, is a separate and distinct covenant and, if any such term, or
provision, is declared unenforceable or unconstitutional, or invalid by any
court of competent jurisdiction or by any act of Congress or by any other
governmental authority, such decision, statute, ordinance or regulation will not
affect in any manner the enforceability or validity or any other term, or
provisions, contained herein, and they will remain in full force, virtue and
effect.
31. Captions
The titles hereof are inserted solely for convenience of reference and are not
intended to indicate all of the subject matter of the respective sections; they
shall not constitute a part of any section nor shall they be interpreted or
construed to affect the meaning, construction or effect of any section.
32. Broker
Tenant warrants that it has had no dealings with any broker or agent in
connection with the negotiations or execution of this Lease other than the
Windsor Realty Group, LTD and Xxxxxx Realty and Tenant agrees to indemnify
Landlord against all costs, expenses, attorney's fees, or other liability for
commissions or other compensation or charges claimed by any other broker or
agent claiming the same by, through or under Tenant.
33. Entire Agreement
It is expressly understood and agreed by and between the parties hereto that
this Lease, and any Rider or Addendum that may be attached hereto, sets forth
the entire agreement between the parties and that there are no promises,
agreements, conditions or understanding, either oral or written between them
other than are herein set forth. It is further understood and agreed that,
except as herein otherwise provided, no subsequent alteration, amendment, change
or addition to this Lease shall be binding upon Landlord or Tenant unless
reduced to writing and signed by them.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby
have caused this Lease to be executed the day and year first written.
SIGNED, SEALED AND DELIVERED
THE XXXXXX GROUP TRINTECH, INC.
A California Corporation
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxx
---------------------------- --------------------------------
("Landlord") ("Tenant")
BY Xxxxxxx X. Xxxxxxx BY Xxxxxx Xxxxx/Controller
---------------------------- --------------------------------
WITNESS ____________________ ATTEST__________________________
Page 14
EXHIBIT "A"
COMMENCEMENT MEMORANDUM
THIS MEMORANDUM DATED August 12TH, 1999 BY AND BETWEEN THE XXXXXX GROUP
("LANDLORD") AND TRINTECH, INC., A California Corporation ("TENANT") covering
the Premises comprising 2,475 rentable square feet situated on the 2nd floor
in the Building known as 0000 Xxxxxx Xxxx, Xxxx Xxxx, XX 00000.
Pursuant to the provisions of Paragraph #2.2 of the Office Lease Agreement
dated August 12th, Landlord and Tenant, intending to be legally bound hereby,
agree as follows:
1. The "Ready for Occupancy" date is hereby established and agreed to be the
22nd day of August, 1999.
2. The "Commencement Date" of said Lease is established as Sept 1 and the
"First Lease Year" shall expire at midnight on the 31 day of August 1999.
3. The term of said Lease shall expire at midnight on the 31 day of August
unless renewed or extended in accordance with the provisions of the Lease.
4. Tenant further acknowledges (i) that Tenant is in possession and in full
occupancy of the premises to which Tenant is entitled under the Lease, and
(ii) that Landlord has completed all of the improvements, betterments,
and/or interior building-out or fit-out required of the Landlord, excepting
the Punch List items set forth on Schedule "C" attached hereto and made a
------------
part hereof.
In witness whereof, the parties hereto, intending to be legally bound
hereby have duly executed this Memorandum this 16 day of August, 19__.
THE XXXXXX GROUP TRINTECH, INC.
A California Corporation
("Landlord") ("Tenant")
BY /s/ [ILLEGIBLE] BY /s/ [ILLEGIBLE]
--------------------------- -----------------------------
WITNESS_______________________ ATTEST_________________________
NOTE: This memorandum to be completed and executed on the date of possession.
EXHIBIT "B"
WORKLETTER AGREEMENT
Tenant shall accept the Demised Premises in "AS IS CONDITION". The Landlord
shall not be responsible for any Tenant Improvements to the Demised Premises.
THE XXXXXX GROUP TRINTECH, INC.
A California Corporation
("Landlord") ("Tenant")
BY /s/ [ILLEGIBLE]^^ BY /s/ [ILLEGIBLE]^^
-------------------------- --------------------------
WITNESS---------------------- ATTEST-----------------------
ADDENDUM
ADDENDUM ATTACHED TO and made a part of the Office Lease Agreement made the
16/th/ day of August, One Thousand Nine Hundred and Ninety Nine (1999) by
and between THE XXXXXX GROUP (Landlord), and TRINTECH, INC., A California
----------------------------
Corporation (Tenant), covering the 2nd floor offices consisting of
-----------
approximately 2,475 square feet in the building known as 0000 Xxxxxx Xxxx, Xxxx
Xxxx, XX 00000.
With intent to be legally bound, the parties hereto do agree that the
following terms and conditions are made a part of the aforementioned lease in
like manner as if they were directly set forth therein and shall prevail over
any inconsistent printed provisions of said lease form:
1. RENT SCHEDULE
-------------
Lease Year From/To Monthly Annually
---------- ------- ------- --------
First 9/01/99 - 08/31/2000 $3,815.63 $45,787.50
2. INSURANCE
---------
Tenant, at its own cost and expense, will provide and keep in force during
the term of the Lease Agreement, comprehensive general liability insurance and
fire hazard insurance with a combined single limit of One Million Dollars
($1,000,000.00) covering the demised premises. All such policies shall name
Landlord as additional named insured and provide for at least thirty (30) days
written notice to Landlord before cancellation or material change. Landlord
shall be provided with a Certificate of Insurance as evidence of said coverage.
3. JANITORIAL
----------
Tenant shall be solely responsible to contract with a janitorial service to
clean the Demised Premises. Tenant shall also be solely responsible for all
costs for and relating to the janitorial service.
==============================================================================
SIGNED, SEALED AND DELIVERED
(IN THE PRESENCE OF)
THE XXXXXX GROUP TRINTECH, INC.
A California Corporation
("Landlord") ("Tenant")
BY /s/ [ILLEGIBLE] BY /s/ [ILLEGIBLE]
-------------------------- ---------------------------
WITNESS______________________ ATTEST_______________________
Page 15
