ADDENDUM
Addendum to the Lease Agreement dated DECEMBER 1ST, 1999 hereinafter referred to
as the ("Form" by and between HOUSTON R.E. INCOME PROPERTIES XV, LTD. D/B/A
CORPORATE PARK WEST ("Landlord") and HUMATECH, INC. ("Tenant").
This Addendum made on JANUARY 31, 2002, modifies and amends the above referenced
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Lease Agreement ("Form") by and between Landlord and Tenant. In the event of
any conflict between the terms of this Form and this Addendum, this Addendum
shall control. The Form and this Addendum, read together, constitute the Lease
Agreement between the parties ("Lease").
ARTICLE II - TERM OF LEASE, Paragraph 2.2 shall hereafter additionally provide
as follows:
2.2 -The term of this Lease shall be revised for a period of 07 months
commencing on FEBRUARY 1, 2002 and ending AUGUST 31, 2002.
ARTICLE III - RENT AND OTHER CHARGES, Paragraph 3.1 shall hereafter additionally
provide as follows:
3.1 Monthly installments of rent shall be revised and payable as follows:
02/01/01 TO 08/31/02 $1,360.00 PER MONTH
TENANT IMPROVEMENTS:
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TENANT ACCEPTS SPACE "AS-IS" CONDITION.
17.22 Should Tenant decide to vacate the premises upon expiration of the
Amendment, Tenant agrees to provide Landlord with ninety (90) days prior written
notice of its intent to vacate. If ninety (90) days prior written notice is not
provided and the space is vacated upon expiration or anytime thereafter without
proper notice, the Tenant agrees to forfeit the security deposit.
Except as modified herein, all other terms and conditions of the Lease Agreement
between the parties above described shall continue in full force and effect. As
per the original lease agreement estimates Common Area Maintenance, Taxes and
insurance shall remain the same.
Agreed this ____ day of _____, 2002
LANDLORD: TENANT:
By: Xxxxxxx Commercial Properties REIT, HUMATECH, INC.
A Texas real estate investment trust
Its: General Partner, d/b/a CORPORATE PARK WEST
/s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxxxx
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By: Xxxxx Xxxxxxx By: Xxxxx Xxxxxxxx, President
Its: President
2/7/02
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Execution Date
LEASE AGREEMENT
THE STATE OF TEXAS )
)
COUNTY OF XXXXXX )
THIS LEASE AGREEMENT made the 1st day of December, 1999 between Houston R.E.
Income Properties IV, Ltd. d/b/a Corporate Park West of Xxxxxx County, Texas,
herein called "Landlord," and Humatech, Inc. herein called "Tenant," (whether
one or not).
W I T N E S S E T H
ARTICLE I -- PREMISES
1.01 Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, upon and subject to the terms of this lease, the demised "Premises"
depicted in Exhibit "A" attached which is located on the property described in
Exhibit "A," being 0000 Xxx Xx., Xxxxx 000, Xxxxxxx, XX 00000 and which
Premises contain approximately 1,360 square feet. Said Premises to be
constructed in substantial accordance with the specification sheet labeled
Exhibit "B" and Exhibit "B-1" attached to and made a part thereof, the demised
premises being outlined in red on the attached plot plan labeled Exhibit "C" and
Facia Sign Criteria as Exhibit "D."
ARTICLE II -- TERM OF LEASE
2.01 TO HAVE AND TO HOLD the Premises unto the Tenant from and after the
commencement of the term hereof as hereinafter provided for a term of 36
calendar months, excluding the initial partial month if the lease term begins on
any other day than the first of the month, beginning after commencement of the
term thereof.
2.02 The term of this Lease shall commence on December 1, 1999 and the term
hereof shall end on January 31, 2002. The parties each agree, upon demand of
the other, to execute a written declaration in recordable form expressing the
commencement and termination dates of the term hereof.
2.03 If tenant improvements are not substantially completed by 12-01-99 the
Landlord shall not have any liability whatsoever to the Tenant as a result
thereof, and the commencement date will be adjusted to the date the Tenant
Improvements are substantially completed, and the date the term of this lease
shall end will be adjusted so the term shall be a full thirty-six (36) calendar
months.
ARTICLE III -- RENT AND OTHER CHARGES
3.01 As rentals under this Lease Agreement and for the use and occupancy of
the demised premises, Tenant binds and obligates itself to pay Landlord at the
address designated herein or on or at any other place designated in writing by
Landlord in Xxxxxx County, Texas, without deduction or offset, the sum of Forty
Seven Thousand Eighty Three and 20/100 Dollars ($47,083.20), for the total term
of this Lease Agreement, payable in monthly installments of:
12-01-99 xx 00-00-00 $1,307.87
In advance on the first day of each calendar month during this lease term,
provided that in the event the lease term commences on a day which is not the
first day of the calendar month, then Tenant shall be obligated to pay to
Landlord a pro rata monthly rental payment equal to the number of days remaining
in the month as the same bears to the total monthly rental referred to above.
Lessee agrees to pay additional amount equal to 10% of any amount due Lessor
that is not received by Lessor within five (5) days of due date. This amount
will become additional rent and default on that amount will be default on this
Lease.
3.02 Additionally, Tenant agrees to pay Landlord, Houston, Xxxxxx County,
Texas, the date of execution and delivery of this lease, the sum of Two Thousand
Eight Hundred Thirty Three and 34/100 Dollars ($2,833.34) which includes
($1,416.67) as the first months rent, taxes, insurance and CAM in advance and a
security deposit in the amount of ($1,416.67).
ARTICLE IV -- MAINTENANCE OF COMMON AREAS
4.01 Landlord agrees to construct, and to maintain during the entire term of
this Lease, the parking areas, approaches, exits, entrances and roadways
included in the Office/Warehouse substantially as shown on the plot plan annexed
hereto as Exhibit "C," in good order and repair.
4.02 Landlord agrees that during the term of this Lease, Tenant shall have
the non-exclusive right to use the parking facilities in the Office/Warehouse
(provided and designated by Landlord) for the accommodation and parking of
automobiles of Tenant, its officers, agent and employees, and its customers and
others doing business with the Tenant while doing business in the
Office/Warehouse, but it is understood and agreed that Landlord shall have the
right to designate from time to time, and to change in a reasonable manner from
time to time, the portions of the Office/Warehouse that shall be used as parking
areas, approaches, exits, entrances and the like, so long as such changes do not
restrict or reduce the amount of parking available to Tenant within 100' of
Tenant's front door.
4.03 Common area maintenance (CAM) charge shall be used by the Landlord for
the maintenance, repairing and cleaning of the parking areas and drives, keeping
them free of trash and abandoned cars, maintaining and repairing exterior
lighting for the Center, water, maintenance and upkeep of the Center's
landscaping, maintenance and painting of exterior walls, maintaining and
repairing the roofs, garbage and trash removal, administrative costs, personnel,
maintenance people and other people and other expenses and/or services as may
be, in the reasonable judgment of the Landlord to be in the best interest of the
Office/Warehouse in order to keep and maintain the Center in a first-class
operating condition.
4.04 In addition to the rent specified in Section 3.1 above, and/or amounts
due herein Tenant covenants and agrees to pay Landlord, an estimated Common Area
Maintenance charge of $.04 per square foot for interior area in the demised
premises for the term of this Lease. The total monthly payment, subject to the
terms in Section 3.1 above, shall be $54.40.
4.05 Should the Landlord's Common Area Maintenance Costs exceed that amount
of the estimated Common Area Maintenance charge specified in Section 4.4 above,
Landlord may, at his sole discretion, xxxx all Tenants of said Office/Warehouse
for their pro-rata share of all reasonable expenses or costs exceeding the
estimated Common Area Maintenance charges specified in Section 4.04 above on a
monthly basis, in addition to the estimated monthly Common Area Maintenance
charge.
4.06 Should any Tenant requiring such be negligent in scheduling the timely
removal of said garbage/trash, Landlord may then, at his sole discretion, order
such removal and xxxx Tenant for said services. Tenant will pay Landlord the
costs of such removal within ten (10) days of Landlord's billing date.
Nonpayment of this billing in the specified time allotted as well as nonpayment
of levied charges on prorated basis by the other Tenants on the normal usage
plan, will constitute a default by Lessee under the terms and provisions of this
Lease. Landlord will assign each Tenant a specific dumpster or location (if
Tenant requires own dumpster), as outlined in blue on the attached plot plan
labeled Exhibit "C," at Landlord's sole discretion, thus allowing dumpster
locations that are screened for visual acceptance and proper maintenance.
ARTICLE V -- TAXES AND INSURANCE
5.01 In addition to the rent specified in Section 3.01 above, and/or other
amount due herein, Tenant covenants and agrees to pay Landlord, an estimated ad
valorem taxes and insurance of $.04 per square foot of interior area in the
demised premises for the term of this Lease. The total monthly payment, subject
to the terms in Section 3.01 above, shall be $54.40.
5.02 In addition to the rent, Common Area Maintenance payments and other
charges called for above, and as additional rent, Tenant will pay to Landlord in
Houston, Xxxxxx County, Texas, upon Landlord's demand, the pro rata share of any
increase in ad valorem taxes assessed against the leased premises. This to
include special assessments due and payable with respect to the warehouse tract
and improvements thereon imposed by the state, county, school district,
municipal, government, or legal tax authority. The Landlord, at his sole
discretion, may elect to xxxx Tenants for their pro rata share of said estimated
or actual increase, provided by any legal taxing authority for said taxes and
insurance of special assessment (on a monthly basis) to insure prompt and proper
payment of said taxes to avoid delinquent payments.
5.03 Tenant shall be obligated and agrees to pay all such taxes which may be
lawfully charged, assessed or imposed upon any fixtures, equipment and personal
property in the demised premises; and Tenant shall be obligated to pay all
license fees, sales taxes and other fees and taxes which may be lawfully imposed
upon or with respect to the business of Tenant conducted in or upon the demised
premises.
5.04 As additional rental, Tenant will pay to Landlord in Houston, Xxxxxx
County, Texas, upon Landlord's demand, in each year pro rata cost of fire and
extended insurance, public liability insurance and other insurance pertaining to
the leased premises. Any proration of such increase shall be in the same manner
as in paragraph 5.01 above.
5.05 It is agreed that all determinations shall be made by the Landlord in
good faith. Landlord will, upon request, furnish copies of all tax renditions
and statements, insurance policies and premium statements and other data and
material in Landlord's possession relating to calculation and determination of
all such amounts determined by Landlord to be due by Tenant under this Article
V.
ARTICLE VI -- UTILITIES
6.01 Tenant will at its own cost and expense pay for all water, gas, heat,
electricity, water and other utilities used in the demised premises and will
save and hold Landlord harmless from any charge or liability for same.
ARTICLE VII -- TENANT'S USE OF PREMISES
7.01 It is understood, and Tenant so agrees that the demised premises,
during the term hereof, may be used and occupied only for General Office Use.
Tenant binds and obligates itself to occupy and use the lease premises
continuously during the term of this Lease for the purpose provided above and
according to the generally accepted standards for the operation of the same or
similar businesses, and during regular business hours as provided in this Lease.
7.02 Tenant agrees, during the entire term hereof, to conduct its business
in the Premises at all times in a high class and reputable manner. Tenant shall
promptly comply with all laws, ordinances, and lawful orders and regulation
affecting the demised premises and the cleanliness, safety, occupation and use
of same. No auction or bankruptcy sale may be conducted in the demised premises
without the previous written consent of Landlord. Tenant agrees that it will
conduct its business in the demised premises during the regular and customary
hours of such type of business on all business days, and will conduct such
business in lawful manner and in good faith. Tenant shall not use the sidewalks
or any area adjacent to the Premises for business purposes without the previous
written consent of Landlord.
7.03 In addition to the foregoing, Tenant agrees that it will at all times
during the term hereof:
(a) Maintain the demised premises and exterior and interior portions of
all windows, doors and all other glass or plate glass fixtures in first class
and to keep the demised premises in a neat and clean condition.
(b) Cause all goods and merchandise to be delivered and removed and
all removal of garbage and refuse to be made only by way of the areas which may
be designated by Landlord for Tenant's use for such purposes.
7.04 Tenant further agrees that it will not at any time during the term
hereof (a) place on the exterior walls (including both interior and exterior
surfaces of windows and doors), the roof of the demised premises or any other
part of the Office/Warehouse outside the demised premises any sign, symbol,
advertisement, neon lights, other light, or any other object or thing visible to
public view outside of the demised premises without the prior written consent of
Landlord, or (b) perform any act or carry on any practice which may injure the
demised premises or the building in which same are located or any other part of
the Office/Warehouse or cause any offensive odors or loud noise or constitute a
nuisance or menace to any other tenants therein, or (c) operate or cause to be
operated any incinerator or other device for burning of trash or refuse on the
demised premises or any where in the Office/Warehouse.
ARTICLE VIII -- MAINTENANCE
8.01 Other than as provided below in this section, Landlord agrees to keep
in good order, condition and repair the foundations, exterior walls (except
glass and glass windows and the so-called store front), roof and structural
portions of the demised premises, except for reasonable use and wear and any
damage thereof caused by any act of negligence of "Tenant," its employees,
agents, licensees or contracts.
8.02 Tenant agrees throughout the term hereof to keep and maintain the
Premises and every part thereof (except as herein above provided) in good order,
condition and repair, including without limitation, all plumbing facilities
within the demised premises, fixtures and interior walls, floors ceiling, signs,
air conditioning and heating equipment, all interior building appliances and
similar equipment and the sewer line from the Premises to its point of
connection with the main sewer line maintained by Landlord to serve the
Office/Warehouse. Tenant specifically agrees to replace all glass and glass
windows in the demised premises which may be broken or cracked during this Lease
at Tenant's sole cost, if broken from inside Tenants space.
8.03 Tenant shall not make any alterations, improvements or additions to the
Premises without first obtaining, in each instance, the written consent of
Landlord. Any and all alterations, additions, improvement, and fixtures (other
that the usual trade fixtures) which may be made or installed by either Landlord
or Tenant upon the Premises and which in any manner are attached to the floors,
walls or ceiling (including without limitation any linoleum or other floor
covering which may be cemented or otherwise adhesively attached to the floor, or
air conditioning and heating systems) shall remain upon the Premises and at the
termination of this Lease shall be surrendered with the Premises as part thereof
without disturbance, molestation or injury except for cabinets and light
fixtures which have been paid for and installed by Tenant. Said cabinets shall
remain the property of Tenant, and Tenant may remove them at any time, or, at
Tenant's option, within a reasonable time after the termination of this Lease.
ARTICLE IX -- INDEMNITY & PUBLIC LIABILITY
9.01 Tenant agrees to indemnify and save Landlord harmless from all claims
(including reasonable costs and expenses of defending such claims) arising (or
alleged to arise) from any act or omission of Tenant or Tenant's agents, or
contractors, or arising from any injury, damage or death to any person or the
property of any person should such occur during the term of this Lease in or
about the Tenant's leased premises from any cause whatsoever (including without
limitations bursting pipes and smoke) by reason of construction, use, occupancy
or enjoyment of the premises by Tenant or any person therein holding under
Tenant. Tenant assumes responsibility for the condition of the premises and
agrees to give Landlord written notice in the event of any damage, defect, or
disrepair therein. Tenant will provide a waiver of subrogation from Tenant's
fire and extended coverage insurance carrier to Landlord upon request. Tenant
agrees that Landlord shall not be responsible or liable to tenants or those
claiming under Tenant for any loss while occupying any other part of the
Office/Warehouse, excluding Landlord, Landlord's employees, representatives or
agents who may occupy any other part of the Office/Warehouse.
9.02 Tenant will maintain, at is own cost and expense, public liability and
property damage insurance in a form and with a company acceptable to Landlord in
a minimum amount of $25,000.00 for property damage. $100,000.00 for injury to
or death of one person and $300,000.00 for injury to or death of more than one
person and in one accident or casualty. Such policy shall name Landlord (and
any of its affiliates, subsidiaries, successors, and assigns designated by
Landlord) and Tenant as the insured and shall be noncancellable with respect to
Landlord except after thirty (30) days written notice. A certificate of such
policy will be deposited with Landlord at least ten (10) days prior to the
commencement date of this Lease and renewals thereof as required shall be
delivered to Landlord at least ten (10) days prior to the expiration of the
respective policy terms.
ARTICLE X -- NON-LIABILITY FOR CERTAIN DAMAGES
10.01 Landlord shall not be liable to Tenant for any injury to person or
damage to property caused by Premises becoming out of repair or by gas, water,
steam, electricity, or oil leaking or escaping into the demised premises (except
where due to Landlord's negligence or failure to make repairs required to be
made hereunder, after the expiration of thirty days and after written notice to
Landlord of the need for such repairs), nor shall Landlord be liable to Tenant
for any loss or damage that be occasioned by or through the acts or omissions of
other tenants of the center or any other persons whatsoever, except acts or
omissions of employees and agents of Landlord. All property kept, stored or
maintained within the Premises shall be at Tenant's sole risk.
ARTICLE XI -- LANDLORD'S ACCESS TO PREMISES
11.01 Landlord shall have the right to enter upon the Premises at all
reasonable hours for the purpose of making emergency repairs to the Premises or
any property owned or controlled by Landlord. If Landlord deems necessary any
repairs or maintenance work required under this Lease to be made by Tenant.
Landlord may demand that Tenant make the same forthwith. If Tenant refuses or
neglects to commence such repairs, Landlord may (but shall not be obligated to)
make or cause such repairs or maintenance work to be made (without in any way
waiving any other rights of Landlord hereunder for Tenant's said default); and
if Landlord causes such repairs or maintenance work to be made, Tenant agrees to
pay Landlord, as additional rent, the cost of any such repair or maintenance
work thereof with interest at ten percent (10%) per annum, and if it shall
default in such payment, Landlord shall have the remedies provided in Article
XVI hereof.
ARTICLE XII -- FIRE AND CASUALTY INSURANCE
12.01 Tenant shall keep its fixtures, merchandise, and equipment insured
against loss or damage by fire or casualty with the usual extended coverage
clauses, and in the event of loss thereof or damage thereto neither Tenant nor
its insurer shall have any recourse against Landlord, it being understood and
agreed that Tenant assumes all risk of damage to its own property arising from
any cause whatsoever, including without limitation loss by theft or otherwise,
excluding any loss or damage caused by Landlord's agents, employees, or
representatives, and that each insurance policy maintained by Tenant shall
contain an express waiver of any rights of subrogation by the insurer or
underwriter to any claim against Landlord.
12.02 Tenant agrees that it will not carry any stock of goods or do anything
in or about the demised premises which will in any way increase the premiums for
insurance carrier by Landlord or any other tenants on or with respect to the
demised premises, the building of which the demised premises are a part or any
other buildings in the Office/Warehouse or their respective contents; and Tenant
will on demand reimburse Landlord and all other tenants of Landlord in
Office/Warehouse for all extra premiums charged to Landlord caused by Tenant's
use of the demised premises, whether or not Landlord has consented to the same.
If Tenant shall install any electrical equipment that overloads the lines in the
demised premises, Tenant shall at its expense make whatever changes are
necessary to comply with the requirements of the insurance underwriters and
governmental authorities having jurisdiction thereover.
ARTICLE XIII -- CASUALTY DAMAGE OR DESTRUCTION
13.01 If at any time when twelve (12) full calendar months or more remain in
the lease term, any part of the entire building should be destroyed or damaged
by fire or other risk covered by Landlord's fire and extended coverage insurance
and such damage or destruction amounts to less than twenty percent (20%) of
current replacement cost of the entire building and such damage can be repaired
with the application of reasonable diligence within fifteen (15) working days,
then in such event Landlord will be obligated to repair and reconstruct the
premises, within a reasonable time, subject to delays caused by strikes,
shortage of labor or material, war, Acts of God and other conditions beyond
Landlord's reasonable control. Otherwise, if the demised premises, or the
building should be destroyed or damaged by fire or any other casualty, then
Landlord shall have the election to terminate this Lease or to repair and
reconstruct the premises, and Landlord will notify Tenant of its election within
thirty (30) days after receipt of written notice from Tenant of such damage or
destruction.
ARTICLE XIV -- EMINENT DOMAIN
14.01 If there shall be taken during the term of this Lease all of the
demised premises, or so large a part thereof that the balance cannot be
practicably and economically restored to a unit, then in any of such events this
Lease shall terminate. If a lesser part of the leased premises or building
should be so taken, then Landlord may elect to terminate this Lease or to
continue same in effect, but if Landlord elects to continue Lease, the minimum
rental shall be reduced in proportion to the area of the leased premises so
taken.
14.02 All sums awarded or agreed upon between Landlord and the condemning
authority for taking of the fee or the leasehold interest, whether as damages or
as compensation, will be the property of Landlord. Any amounts specifically
awarded or agreed upon by the Tenant and the condemning authority for the taking
of Tenant's trade fixtures or other equipment shall be the property of Tenant.
ARTICLE XV -- ASSINGMENTS-SUBLETTING
15.01 Notwithstanding any other provision of this Lease, Tenant covenants
and agrees that it will not assign this Lease or sublet (which term, without
limitation, shall include granting of concessions, licenses and the like) the
whole or any part of the demised premises without the express written consent of
Landlord, and in any case where Landlord shall consent to such assignment or
subletting, the Tenant named herein shall remain fully liable for the
obligations of the "Tenant" hereunder; including without limitation, the
obligation to pay all rent and other amounts provided under this Lease, for and
during the entire term of this Lease.
ARTICLE XVI -- DEFAULTS
16.01 It is covenanted and agreed that if Tenant shall neglect or fail to
perform or observe and the covenants, terms, provisions, or conditions contained
in this Lease to be performed or observed by it, or if the estate hereby created
shall be taken by execution or by other process of law, or if Tenant shall be
declared bankrupt or insolvent according to law, or if any assignment shall be
made of the property of Tenant for the benefit of creditors, or if a receiver,
guardian, or conservator, or other similar office shall be appointed to take
charge of all or any substantial part of Tenant's property by a court of
competent jurisdiction, or if Tenant shall file a petition or a petition shall
be filed for a reorganization of Tenant under any provisions of the Bankruptcy
Act now or hereafter enacted, or if Tenant shall file a petition for arrangement
or other relief under any provisions of the Bankruptcy Act now or hereafter
enacted and providing a plan or method for a debtor to settle, satisfy, or
extend the time for payment of debts, then and in any of the said cases
(notwithstanding any license of any former breach of covenant or waiver of the
benefit thereof or consent in any former instance), Landlord lawfully may,
immediately, or at any time thereafter, and without demand or notice,
immediately and upon the demised premises or any part thereof in the name of the
whole and repossess the same as of Landlord's former estate, and expel Tenant
and those claiming by, through or under it and remove its or their effects
(through reasonable means) without being deemed guilty of any manner of
trespass, and without liability for any damage of loss thereby occasioned, and
without prejudice to any remedies which might otherwise be used for arrears
of rent or preceding breach of covenant. Tenant covenants and agrees,
notwithstanding any entry or reentry by Landlord, whether by summary
proceedings, termination of this Lease or otherwise, to pay and to be liable for
on all the days originally fixed herein for the payment thereof, an amount equal
to the several installments of rent and all other amounts and charges which
would, under the terms of this Lease, become due if this Lease had not been
terminated or if Landlord had not entered or reentered as aforesaid, and whether
the demised premises be re-let or remain vacant in whole or in part for the
entire remaining term or for any period or periods less than the remainder of
such term subject only to a credit for the net amount of rentals, if any,
actually collected by Landlord for so doing and without any obligation on the
part of Landlord to re-let (or to attempt to re-let same); or at the election of
Landlord, Tenant, upon the time of such termination shall pay the amount that
represents the excess of the rental and other amounts and payments hereinabove,
above the reasonable rental value of said demised premises for such remainder or
said term.
16.02 In case Tenant defaults in the payment of rental or other amount
becoming due by Tenant hereunder or in the performance of observance of any of
the terms, covenants, agreements, or conditions contained in the Lease, Tenant
agrees to pay Landlord all reasonable attorneys fees and costs thereby incurred
by Landlord, in addition to all other amounts owing and which may become owing
by Tenant hereunder.
16.03 In the event Tenant shall fail to neglect to pay any insurance
premiums or to maintain any insurance policies which Tenant is obligated to pay
or maintain under any terms or provisions of this Lease, Landlord shall have the
right (but shall not be obligated to) without impairing or waiving any other
right or remedy herein provided for such default by Tenant, to pay such
insurance premiums. To maintain policies of insurance, and all amounts thus
paid out by Landlord and costs and expenses thus incurred by Landlord, together
with interest thereon at the rate of ten percent (10%) per annum from the date
expended by Landlord until repaid.
16.04 It is agreed that Landlord shall have and Tenant hereby grants to
Landlord a valid first security interest upon all the goods, chattels,
furniture, trade fixtures and property which Tenant may have or own upon the
demised premises at any time or times during the term of this Lease. It is
agreed that such express security interest shall not be construed as a waiver of
any statutory or other lien given or which may be given Landlord, but shall be
additional thereto.
ARTICLE XVII -- MISCELLANEOUS PROVISIONS
17.01 Financing - Subordination: It is expressly stipulated and agreed that
Tenant's rights, title, estate, and interest in and under this Lease and the
covenants of quiet enjoyment and warranties of Landlord herein contained are and
shall be at all times subordinate and subject to all valid liens and security
interests now existing. Tenant agrees at any time and from time to time upon
request of Landlord to execute and deliver proper recordable agreements
submitted by Landlord expressly recognizing and confirming the foregoing
subordination agreement with respect to any such lien or security interest.
Alternatively, Tenant also agrees upon request of Landlord at any time or times
to join with any line-holder or secured party holding under Landlord in
recordable recognition agreements.
17.02 Holding Over: If Tenant should remain in possession of the leased
premises after the expiration of the term of this Lease, without the execution
of a new Lease then Tenant shall be deemed to be occupying the Leased premises
as a Tenant from month to month, subject to all the covenants and obligations of
this Lease and at a rental equal to 200% of the previous monthly rental and
Common Area Maintenance.
17.03 Waiver: Failure on the part of Landlord to complain of any action or
non-action on part of Tenant, no matter how long the same may continue, shall
not be deemed to be a waiver by Landlord of any of its rights hereunder.
Further, it is covenanted and agreed that no waiver at any time of any of the
other provisions herein shall be construed as a waiver at any subsequent time of
the same provisions. The consent of approval by Landlord to any action of
Tenant requiring Landlord's consent or approval shall be required for any
subsequent similar act by Tenant.
17.04 Notices: Whenever by the terms of this Lease notice shall or may be
given either to Landlord or to Tenant, such notice shall be in writing and shall
be delivered in hand or sent by Registered or Certified Mail, postage prepaid.
If intended for Landlord, address to:
Xxxxxxx Management, Inc.
0000 X. Xxx Xxxxxxx Xxxx X. Xxxxx 000
Xxxxxxx, XX 00000
If intended for Tenant, addressed to:
HumaTech, Inc.
0000 Xxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
or such other address as may from time to time hereafter be designated by Tenant
by like notice.
17.05 Mechanic's Liens: Tenant and Landlord agree that each shall pay, when
due, all sums of money that may become due for, or purporting to be for, any
labor, services, material, supplies, or equipment alleged to have been furnished
or to be furnished to or for Tenant. If secured by mechanic's materialman's or
other lien against the demised premises or Landlord's interest therein, and will
cause each such lien to be fully discharged and released at the time the
performance of any obligation secured by any such lien matures or becomes due.
If Tenant desires to contest any such lien, it may do so; but notwithstanding
any such contest, if any such lien shall be reduced to final judgment and such
judgment or such process as may be issued for the enforcement thereof is not
promptly stayed or is so stayed and shall entirely pay and discharge said
judgment forthwith. Landlord shall have the right to post and maintain on the
demised premises such notices of non-responsibility as are provided for under
the Mechanic's Lien Laws of Texas.
17.06 Invalidity of Particular Provisions: If any term or provisions of
this Lease or the application thereof to any person or circumstance shall, to
any extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstance other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and enforced
to the fullest extent permitted by law.
17.07 Provisions, Bindings, etc.: Except as herein otherwise expressly
provided, the terms and provisions shall be binding upon and shall inure to the
benefit of the heirs, executors, administrators, legal representatives,
successors, and assigns respectively, of Landlord and Tenant. Each term and
each provision of this Lease to be performed by Tenant shall be construed to be
both a covenant and a condition. The reference contained to successors and
assigns of tenant is not intended to constitute a consent to assignment by
Tenant, but has reference only to those instances in which Landlord may later
give written consent to a particular assignment.
17.08 Definition of Terms: As used in this Lease and when required by the
context, each number (singular or plural) shall include all numbers, and each
gender shall include all genders; and unless the context otherwise required, the
word "person" shall include "corporation, firm, or association," and
furthermore, it is agreed and understood that any or all references made to
"Lessor" and "Lessee" in this Lease shall by synonymous with any or all
references to "Landlord" and "Tenant" in said Lease, and any or all Exhibits,
Addenda, Attachments, or parts thereof.
17.09 Time of Essence: Time is and shall be of the essence of this Lease
and of each term and provision hereof.
17.10 Governing Law: This Lease shall be governed exclusively by the
provisions hereof and by the laws of the State of Texas, as the same may from
time to time exist.
17.11 Tenant Signs: Facia Sign Criteria (if any) refer to Exhibit "D"
attached hereto and made a part hereto.
17.12 Mortgagee's Acceptance: This agreement shall only be effective after
written approval by Landlord's mortgagee accepting the terms and conditions
herein.
17.13 Estoppel Certificate: Tenant agrees at the request of Landlord to
execute an Estoppel Certificate and return same to Landlord within thirty (30)
days. Failure to sign same when requested will constitute a default under this
Lease Agreement.
17.14 Additions to Common Areas: Landlord reserves the right to make
additions to the parking lot and/or the common area of the Office/Warehouse
(whether erected, built or installed) provided that such additions do not
substantially alter the Premises or parking lot of the Office/Warehouse.
17.15 Option: Provided that the Lease between the Landlord and the Tenant
is not in default hereunder, Landlord grants Tenant the option to renew the
Lease on the premises for an extended period of one term, being 36 months in
duration, upon the termination of the primary term. The rental rate of the
premises will be the Fair Market Value Rental. Tenant must exercise its option
to renew said Lease no less than six (6) months prior to the end of the term.
17.16 Entire Agreement: This agreement and any addenda thereto constitutes
the sole agreement of the parties hereto and supersedes any prior understandings
or written or oral agreements respecting the leased premises. No amendment,
modification, or alteration of the terms of conditions herein shall be binding
unless the same shall be in writing and duly executed by the parties hereto.
17.17 To the extent that the validity of or the protection afforded by any
policy of insurance is not impaired thereby, Landlord and Tenant each expressly
waives any cause of action or right to recovery which either may have hereafter
against the other for any loss or damage, as the case may be, arising out of any
risk covered by any such insurance policy, whether or not such policy shall have
been taken out by the party sustaining such loss or damage.
17.18 Notwithstanding anything herein to the contrary, to secure the payment
of all rental obligations due and to become due hereunder, and the faithful
performance of this Lease by the Tenant, hereby gives the Landlord an express
CONTRACT LIEN on all property, chattels and inventory in the premises, exclusive
of that owned by others. All exemption laws are hereby waived in favor of said
lien. This lien is give in addition to the Landlord's Statutory Lien and shall
be cumulative thereof. This Lease is also intended to and constitutes a
security agreement and the lien herein created for security interest herein
established. The security interest herein established may be foreclosed without
court proceedings by a public or private sale as a security interest under the
Uniform Commercial Code of this state, and pursuant thereof. Tenant agrees that
upon Landlord's requires Tenant shall execute UCC-1s.
17.19 Notwithstanding anything herein to the contrary, both Landlord and
Tenant agree that any delay in the Tenant occupancy of space, will not affect
the starting date on the lease. Whether the delay is caused by either Landlord
or Tenant, the rental starting date shall remain as described in the lease.
17.20 In consideration of Landlord's covenants and agreements hereunder,
Tenant hereby covenants and agrees not to disclose any terms, covenants or
conditions of this Lease to any other party without the prior written consent of
Landlord.
17.21 The parties to this contract [and any broker who signs the contract]
agree to negotiate in good faith in an effort to resolve any dispute related to
the contract that may arise between the parties [or between a party and a
broker]. If the dispute cannot be resolved by negotiation, the dispute will be
submitted to mediation before resorting to litigation. If the need for
mediation arises, a mutually acceptable mediator shall be chosen by the parties
to the dispute who shall share the cost of mediation services equally.
17.22 Should Tenant decide to vacate the premises upon expiration of this
Lease, Tenant agrees to provide Landlord with ninety (90) days prior written
notice of its intent to vacate. If ninety (90) days prior written notice is not
provided and the space is vacated upon expiration or anytime thereafter without
proper notice, the Tenant agrees to forfeit the security deposit.
Agreed this 1 day of December, 1999.
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TENANT: LANDLORD:
HumaTech, Inc. Houston R.E. Income Properties XV, Ltd.
d/b/a Corporate Park West
/s/ Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxx
-------------------- -------------------
Xxxxx Xxxxxxxx, President Xxxxxxx Partnership XV, Inc. General Partner
Xxxxx Xxxxxxx, President
00-000-0000
-----------
Tax Id No.
Exhibit "A"
Legal Description
Exhibit "B"
Tenant accepts lease space in "As-Is"
Exhibit "C"
Corporate Park West Site Plan
Exhibit "D"
Sign Criteria
