OFFICE LEASE
TERMS AND DEFINITIONS
DATE: June 14, 1996
LANDLORD: Colonial Savings, F.A.
LANDLORD'S ADDRESS: 0000 Xxxx Xxxxxxx
P.O. Box 2988
Fort Worth, Texas 76102
TENANT: Website Management Co., Inc.
d/b/a Flashnet Communications
TENANT'S ADDRESS: 0000 X. Xxxxxx Xxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxx 00000
PREMISES
Approximate Square Feet: 00,000
Xxxxxx Address/Suite: 0000 X. Xxxxxx Xxxx Xxxxxxxxx
Xxxx, Xxxxx, Xxx: Xxxx Xxxxx, Xxxxx 00000
TERM (MONTHS): 36 months
COMMENCEMENT DATE AND BASE RENT: The date on which Southwestern Bell
Telephone installs fiber optics on the premises or August 1, 1996, whichever
occurs first, is the "Commencement Date". From the Commencement Date until
October 31, 1996 base rent will be $5,966.00 per month. From November 1,
1996 until the end of one year from the Commencement Date, base rent will be
$10,710.00 per month; base rent will be $11,305.00 per month for the second
lease year which commences one year after the Commencement Date, and will be
$11,900.00 per month for the third lease year.
RENTS ABOVE BASE RENTS: 1996 taxes and insurance premiums paid by Landlord
will be deemed base taxes and base insurance premiums. During the term of
this lease, subsequent to 1996, Xxxxxx agrees to pay Landlord, on demand, as
additional rents, the amount, if any, by which the taxes and/or insurance
premiums for the subsequent years exceed the taxes and/or insurance premiums
for 1996. Upon the expiration of the Lease, said additional rents, if any,
will be prorated to include only the portion of the year during which the
extension was in effect or the portion of the year during which Tenant
occupied the premises, whichever was the last to occur.
TERMINATION DATE: 36 months after the Commencement Date
SECURITY DEPOSIT: None
USE: Communications provider
Page 1 of 9 pages.
AMOUNT OF LIABILITY INSURANCE
Death/Bodily Injury: $1,000,000.00
"Rent" means base rent plus any other sums of money due Landlord by Xxxxxx.
"Landlord" means Landlord and its agents, employees, invitees, licensees or
visitors.
"Tenant" means Tenant and its agents, employees, invitees or visitors.
"Essential Services" means heating, ventilating, air conditioning, water, and
the usual utility connections reasonably necessary for occupancy of the premises
for the use stated above. This term does not include the means for connecting
fiber optics, and such connections will be done at the sole cost of Tenant.
"Common Areas" means all facilities and areas of the building that are intended
and designated by Landlord from time to time for the common, general and
nonexclusive use of all tenants of the building. Landlord shall have the
exclusive control over and right to manage the common areas.
"Parking Lot" means the 126 parking spaces closest to this building, but does
not include the 68 parking spaces adjacent to the red barn-style building
located at 0000 X. Xxxxxx Xxxx Xxxxxxxxx, which building has been leased to
Cowtown Corrals, Ltd. under a Lease Agreement which gives Tenant, Tenant's
invitees and sub-tenants permission to use, as additional parking, the parking
area at 0000 X. Xxxxxx Xxxx Xxxxxxxxx after 6:00 p.m. Monday through Friday, and
all day on Saturdays, Sundays and business holidays.
LEASE CLAUSES AND COVENANTS
A. TENANT AGREES TO:
1. Lease the premises for the entire term beginning on the commencement date
and ending on the termination date.
2. Construct and install tenant improvements to the premises in a good and
workmanlike manner.
3. Obey all laws, ordinances, orders and rules and regulations applicable to
the use, condition and occupancy of the premises, including the rules and
regulations of the building and parking lot, if any, adopted by Landlord,
and to honor the lease of Cowtown Corrals, Ltd. which is referred to above
in the paragraph concerning "Parking Lot".
Page 2 of 9 pages.
4. Pay monthly, in advance, on the first day of the month, the base rent to
Landlord at Landlord's address; if the commencement date is other than the
first day of a month, the base rent for the part of the month from the
commencement date to the first day of the next month shall be prorated and
paid on or before the commencement date.
5. Pay, as additional rent, all other sums due under this lease.
6. Pay a late charge of 5% (five percent) of any rent not received by Landlord
by the fifteenth (15th) day of the month in which it is due.
7. Pay for all utility services used by Tenant.
8. Upon reasonable advance notice to Tenant (except for emergencies), allow
Landlord to enter the premises to perform Landlord's obligations, inspect
the premises and during the last six (6) months of the term, show the
premises to prospective purchasers or tenants; provided, however, no such
non-emergency entry shall interfere with Tenant's normal operations.
9. Repair, replace and maintain any part of the premises that Landlord is not
obligated to repair, replace or maintain, normal wear excepted.
10. Repair any damage to the premises and the parking lot caused by Tenant.
11. Submit in writing to Landlord any request for repairs, replacement and
maintenance that are the obligations of Landlord.
12. Maintain commercial general liability insurance, including contractual
liability coverage, for the premises and the conduct of Xxxxxx's business,
naming Landlord as an additional insured, in the amounts stated above in
the basic lease terms and definitions.
13. Maintain insurance on Tenant's personal property.
14. Deliver certificates of insurance to Landlord before the commencement date
and thereafter when requested.
15. Indemnify, defend and hold Landlord harmless from any loss, attorney's
fees, expenses or claims arising out of use of the premises occasioned or
alleged to be occasioned in whole or in part by any act or omission on the
part of Tenant.
16. Vacate the premises and return all keys to the premises on termination of
this lease.
Page 3 of 9 pages.
17. On request, execute an estoppel certificate that states the commencement
and termination dates of the lease, identifies any amendments to the lease,
describes any rights to extend the lease term or purchase rights, lists
defaults by Landlord and provides any other information reasonably
requested.
B. TENANT AGREES NOT TO:
1. Use the premises for any purpose other than that stated in the basic lease
terms and definitions.
2. (a) Create a nuisance, (b) interfere with any other tenant's normal
business operations or Landlord's management of the building, (c) permit
any waste or (d) use the premises in any way that is extra hazardous, would
increase insurance premiums, or would void insurance on the building.
3. Change Landlord's lock system after initial re-keying of the
premises. With Xxxxxxxx's written consent, Tenant can add another lock
system or security system.
4. Alter the premises after commencement of the term of this lease without
Landlord's consent which will not be unreasonably withheld.
5. Allow a lien to be placed on the premises.
6. Assign this lease or sublease any portion of the premises without
Landlord's written consent.
C. LANDLORD AGREES TO:
1. Lease to Tenant the premises for the entire term beginning on the
commencement date and ending on the termination date.
2. Obey all laws, ordinances, orders, and rules and regulations applicable to
the use, condition and occupancy of the building and the parking lot, if
any.
3. Provide normal utility-service connections to the building.
4. Warrant the HVAC system and plumbing for ninety (90) days after the
commencement date.
5. Repair, replace and maintain the (a) foundation, (b) parking lot and common
areas, (c) structural soundness of the exterior walls, doors, corridors and
windows and (d) the roof system.
6. Insure the building and any parking facility against all risks of direct
physical loss in an amount equal to at least 90 percent of the full
replacement cost of the same as of the date of the loss
Page 4 of 9 pages.
and liability; Xxxxxx will have no claim to any proceeds of Landlord's
insurance policy, but the policy will be endorsed to include a waiver of
subrogation in favor of Xxxxxx.
7. Provide Tenant, on request, with an annual accounting of the insurance
premiums, property taxes and assessments paid by Landlord on the land and
building of which the premises are a part.
D. XXXXXXXX AGREES NOT TO:
1. Interfere with Xxxxxx's possession of the premises as long as Tenant is not
in default.
2. Unreasonably withhold consent to a proposed assignment of sub-lease.
X. XXXXXXXX AND TENANT AGREE TO THE FOLLOWING:
1. Alterations. Any physical additions or improvements to the premises made
by Tenant will become the property of Landlord. Landlord may require that
Tenant, at termination of this lease and at Tenant's expense, repair any
alterations and restore the premises to the condition existing at the
commencement date, normal wear excepted.
2. Abatement. Tenant's covenant to pay rent and Landlord's covenants are
independent of each other. Except as otherwise provided, Tenant shall not
be entitled to xxxxx rent for any reason.
3. Release of Claims/Subrogation. Landlord and Tenant release each other from
any claim, by subrogation or otherwise, for any damage to the premises, the
building, the parking facility, if any, or personal property within the
building, by reason of fire or the elements, regardless of cause, including
negligence of Landlord or Tenant, provided however, this release applies
only to the extent that it is permitted by law, the damage is covered by
insurance proceeds, and the release does not adversely affect any insurance
coverage.
4. Notice to Insurance Companies. Landlord and Tenant will notify the issuing
insurance companies of the release set forth in the preceding paragraph and
will have the insurance policies endorsed, if necessary, to prevent
invalidation of the insurance coverage.
5. Casualty/Total or Partial Destruction. (a) If the premises are damaged by
casualty and can be restored within ninety days, Landlord will, at its
expense, restore the premises to substantially the same condition as they
existed before the casualty.
Page 5 of 9 pages.
If Landlord fails to complete restoration within ninety days from the date
of written notification by Tenant to Landlord of the casualty, Tenant may
terminate this lease by written notice to Landlord. (b) If the premises
cannot be restored within ninety days, Landlord has an option to restore or
not to restore the premises. If Landlord chooses not to restore, this
lease will terminate. If Landlord chooses to restore, it will notify
Tenant of the estimated time to restore and give Tenant an option to
terminate this lease by notifying Landlord within ten days. If Tenant does
not terminate this lease, it shall continue and Landlord shall restore the
premises as provided in (a) above. (c) To the extent the premises are
untenantable after the casualty and the damage was not caused by Tenant,
the rent will be adjusted as may be fair and reasonable.
6. Condemnation/Substantial or Partial Taking. (a) If the premises cannot be
used for the purposes contemplated by this lease because of condemnation or
purchase in lieu of condemnation, this lease will terminate. (b) If there
is a condemnation or purchase in lieu of condemnation and this lease is not
terminated, Landlord will, at Landlord's expense, restore the premises, and
the rent payable during the unexpired portion of the term will be adjusted
as may be fair and reasonable. (c) Tenant will have no claim to the
condemnation award or proceeds in lieu of condemnation.
7. Default by Landlord/Events. Defaults by Landlord are (a) failing to comply
with any provision of this lease within thirty days after written notice or
(b) failing to provide essential services to Tenant within three days after
written notice.
8. Default by Landlord/Xxxxxx's Remedies. Xxxxxx's remedies for Landlord's
default are to (a) sue for damages, and (b) if Landlord does not provide an
essential service for thirty days after default, terminate this lease.
9. Default by Tenant/Events. Defaults by Tenant are (a) failing to pay timely
rent, (b) abandoning or vacating a substantial portion of the premises, or
(c) failing to comply within ten days after written notice with any
provision of this lease other than the defaults set forth in (a) and (b)
above.
10. Default by Tenant/Landlord's Remedies. Landlord's remedies for Tenant's
default are, after giving Tenant ten days prior written notice of the
default and such default continues, to (a) enter and take possession of the
premises, after which Landlord may re-let the premises on behalf of Xxxxxx
and receive the rent directly by reason of the re-letting, and Xxxxxx
agrees to reimburse Landlord for any expenditures made in order to re-let;
(b) enter the premises and perform tenant's obligations; or (c) terminate
this lease by written notice and sue for damages. Landlord may enter and
take possession of the premises by self-help, by picking or changing locks
if necessary, and may lock out
Page 6 of 9 pages.
Tenant or any other person who may be occupying the premises, until the
default is cured, without being liable for damages. Landlord shall not be
required to give prior written notice of Xxxxxx's default(s) more often
than three times in any lease year.
11. Default/Waiver/Mitigation. It is not a waiver of default if the
nondefaulting party fails to declare immediately a default or delays in
taking any action. Pursuit of any remedies set forth in this lease does
not preclude pursuit of other remedies in this lease or provided by law.
Landlord and Tenant have a duty to mitigate damages.
12. Holdover. If Tenant does not vacate the premises following termination of
this lease, Tenant shall be a tenant at will and shall vacate the premises
on receipt of notice from Landlord. No holding over by Xxxxxx, whether
with or without the consent of Landlord, will extend the term.
13. Alternative Dispute Resolution. Landlord and Tenant shall submit in good
faith to mediation before filing a suit for damages.
14. Attorney's Fees. If either party retains an attorney to enforce this
lease, the prevailing party is entitled to recover reasonable attorney's
fees.
15. Venue. Venue is in the county in which the premises are located.
16. Entire Agreement. This lease, together with the attached exhibits and
riders, if any, is the entire agreement of the parties, and there are no
oral representations, warranties, agreements or promises pertaining to this
lease or to the expressly mentioned exhibits and riders not incorporated in
writing in this lease.
17. Amendment of Lease. This lease may be amended only by an instrument in
writing signed by Landlord and Tenant.
18. Limitation of Warranties. There are no implied warranties of
merchantability, of fitness for a particular purpose, or of any other kind
arising out of this lease, and there are no warranties that extend beyond
those expressly stated in this lease.
19. Notices. Any notice required by this lease shall be deemed to be delivered
(whether or not actually received) when deposited with the United States
Postal Service, postage prepaid, certified mail, return receipt requested,
and addressed to Landlord or Tenant at their addresses.
20. Abandoned Property. Landlord may retain, destroy or dispose of any
property left on the premises at the end of the term.
Page 7 of 9 pages.
21. Signage. Tenant may place signage on the exterior of the building and on
the lawn outside of the building as mutually agreed upon by Landlord and
Xxxxxx.
22. Subordination. Tenant accepts this lease subject and subordinate to any
mortgage, deed of trust or other mortgage, deed of trust or other lien
presently existing or hereafter placed upon the leased premises and to any
renewals and extensions thereof; provided that any Mortgagee will execute
and deliver to Tenant a nondisturbance agreement stating that Xxxxxx's
right of possession during the term will not be disturbed as long as Tenant
is not in default under this lease. Xxxxxx agrees that any mortgagee
and/or beneficiary of any such deed of trust or other lien ("Landlord's
Mortgagee") and/or Landlord shall have the right (but shall not be
obligated) at any time to subordinate such mortgage, deed of trust, or
other lien to this lease on such terms and subject to such conditions as
Landlord's Mortgagee may deem appropriate in its discretion. Upon demand,
Xxxxxx agrees to execute promptly such further instruments subordinating
this lease, as Landlord may request, and such nondisturbance and attornment
agreements, as any such Landlord's Mortgagee shall request, in a form
satisfactory to Landlord's Mortgagee. In the event that Tenant shall fail
to execute any such instrument promptly as requested, Tenant hereby
irrevocably constitutes Landlord as attorney-in-fact to execute such
instrument in Tenant's name, place and stead, it being stipulated by
Landlord and Tenant that such agency is coupled with an interest in
Landlord and is, accordingly, irrevocable.
23. Extension Option. If Landlord does not take the subject property for
Landlord's own use or for the use of any of Landlord's affiliates, Tenant
shall have the option to extend the term for one additional three (3) year
term at a rate to be mutually agreed upon by Landlord and Xxxxxx at that
time. Tenant will give Landlord written notice of its desire to extend the
term at least ninety (90) days prior to the expiration of the initial three
(3) year term.
24. Xxxxxxxx agrees from time to time and upon reasonable request from Tenant
to execute and deliver to Tenant a document which subordinates Landlord's
statutory or contract lien and/or security interest upon personal property
of Tenant, which is located within the leased premises, for the purpose of
Xxxxxx's financing and/or leasing of such personal property, in a form
which is reasonably acceptable to Tenant's lenders and/or equipment
lessors.
25. List of Exhibits.
a. property plat
b. building floor plan
Page 8 of 9 pages.
LANDLORD: COLONIAL SAVINGS, P.A.
By: /s/ Xxxxx X. XxXxxx
--------------------------------------------------
Xxxxx X. Xxxxxx President
------------------------------------------------------
(Name) (Title)
TENANT: WEBSITE MANAGEMENT CO., INC. d/b/a FLASHNET COMMUNICATIONS
By: /s/ Xxxxx Xxxxxx
--------------------------------------------------
Xxxxx Xxxxxx President
------------------------------------------------------
(Name) (Title)
Page 9 of 9 pages.
EXHIBIT A
Property Plat
A copy of the property plat is retained elsewhere.
EXHIBIT B
Building Floor Plan
A copy of the building floor plan is retained elsewhere.
ADDENDUM TO OFFICE LEASE
Date: May 23, 1997
Landlord: Colonial Savings, F.A.
Landlord's Address: 0000 Xxxx Xxxxxxx
P. O. Box 2988
Fort Worth, TX 76102
Tenant: Website Management Co., Inc.
d/b/a Flashnet Communications
Xxxxxx's Address: 0000 X. Xxxxxx Xxxx Xxxx.
Fort Worth, TX 76102
Additional Premises: 0000 X. Xxxxxx Xxxx Xxxx., Xxxx Xxxxx, XX 00000
containing approximately 8,800 square feet
WHEREAS, Landlord and Xxxxxx entered into one certain OFFICE LEASE dated June
14, 1996 concerning the premises located at 0000 X. Xxxxxx Xxxx Xxxxxxxxx,
Xxxx Xxxxx, Xxxxx; and
WHEREAS, Landlord and Tenant desire to enter into an agreement for the lease of
the building referred to above as the Additional Premises upon substantially the
same terms and conditions as are contained in the said OFFICE LEASE dated June
14, 1996;
NOW THEREFORE, in consideration of the premises it is agreed as follows:
1. The Additional Premises shall be leased to Tenant for a term beginning
July 7, 1997 and ending July 31, 1999.
2. In addition to the rent payable under the terms of the OFFICE LEASE,
Tenant will pay additional rent for the additional premises at the rate of
$5,000.00 per month, payable in advance each month. 1997 taxes and insurance
premiums paid by Landlord will be deemed base taxes and base insurance premiums.
During the term of this agreement, subsequent to 1997. Tenant agrees to pay
Landlord, on demand, as additional rents, the amount, if any, by which the taxes
and/or insurance premiums for the subsequent years exceed the taxes and/or
insurance premiums for 1997. Upon the expiration of this agreement, said
additional rents, if any, will be prorated to include only the portion of the
year during which the extension was in effect or the portion of the year during
which Tenant occupied the premises, whichever was the last to occur.
3. Tenant shall furnish Landlord with evidence, by endorsement or
otherwise, showing that Xxxxxx's liability insurance policy in an amount of at
least $1,000,000.00 includes coverage on the additional premises.
4. The term "Parking Lot" as defined in the OFFICE LEASE is hereby amended
to include all parking spaces located at 0000 X. Xxxxxx Xxxx Xxxx. and all
parking spaces at 0000 X. Xxxxxx Xxxx Xxxx.
0. Landlord will maintain the heating and air conditioning equipment
located on the Additional Premises from July 7, 1997 through October 5, 1997,
after which date the maintenance of such equipment will be at Tenant's expense.
6. Tenant will contact Sonitrol of Fort Worth at 0 Xxxxxx Xxxxxx, Xxxxx
000, Xxxx Xxxxx, XX 00000 (817) 491-0606 to arrange to either have the leased
security system transferred to Tenant's name or to have it removed.
7. Landlord and Cowtown Corrals, Ltd. have a LEASE AGREEMENT concerning the
Additional Premises which is dated June 3, 1996 for a term which expires on July
2, 1997. On May 16, 1997 Xxxxxxxx sent a written request to Cowtown Corrals,
Ltd. demanding that it peaceably surrender possession of the subject premises at
midnight on July 2, 1997. In the event that Cowtown Corrals, Ltd. fails or
refuses to surrender possession as demanded, Xxxxxx (herein) agrees that it will
hold Landlord harmless until such time as Landlord is able to deliver possession
of the Subject premises to Tenant, except, however, that should Tenant be
unable to occupy the subject premises for a period of time greater than thirty
(30) days, Tenant shall have the right to terminate this Addendum with no
further obligation. The term of this Addendum shall commence upon Xxxxxx's
possession of the subject premises, in the event of a delay.
Except as herein modified and amended, the said OFFICE LEASE of June 14, 1996 is
hereby affirmed so that its terms will not only apply to the property located at
0000 X. Xxxxxx Xxxx Xxxx., but also will apply to the Additional Premises
located at 0000 X. Xxxxxx Xxxx Xxxx. This ADDENDUM shall be attached to and
shall be made a part of said OFFICE LEASE.
AGREED AND ACCEPTED as of the date first mentioned above.
LANDLORD: COLONIAL SAVINGS, F.A.
By: /s/ Xxxxx X. XxXxxx
---------------------------------
Xxxxx X. XxXxxx, President
TENANT: WEBSITE MANAGEMENT CO., INC. d/b/a FLASHNET COMMUNICATIONS
By: /s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx, President
