EXHIBIT 10.6
OFFICE LEASE BETWEEN THE REGISTRANT
AND EXECUTIVE PLAZA JOINT VENTURE
OFFICE LEASE
EXECUTIVE PLAZA OFFICE BUILDING
This is a Lease Agreement made and entered into between EXECUTIVE PLAZA JOINT
VENTURE, as "Lessor", and CORRIDOR TECHNOLOGIES INC., as "Lessee", whether one
or more.
1.1. THE LEASED PREMISES: Lessor hereby leases to Lessee, and Lessee hereby
leases from Lessor the "Leased Premises" which consists of "Lessee's Office
Space" and "Common Areas" as defined below.
(a) Lessee's office space. "Lessee's Office Space", to which Lessee shall
have exclusive use rights, consists of suite(s) 400 & 402, Such space is
located in the building on a tract of land, legally described as XXX 0, Xxx
0, XXXXXXXXX XXXX 0, Xxx Xxxxxxxxx, Comal County, Texas. The street address of
the building is 000 XX 00 Xxxxx, Xxx Xxxxxxxxx, Xxxxx, 00000.
(b) Common areas. The "common area", to which Lessee shall have
non-exclusive use rights, consists of (1) the interior common area located in
the above described building, i.e., areas normally accessible to tenants such
as the hallways, stairwells, elevators, lobby, restrooms, and snack bar
areas, and (2) the exterior common area located outside the building on the
above described land, i.e., loading areas, sidewalks, driveways, parking
garage, parking areas, and other open areas (if any), subject to paragraph
10.1 on parking.
1.2. USE: Lessee's office space may be used only for general office
purposes. The name of Lessee's business will be .
1.3. USABLE AREA: Lessee's "usable area" is approximately 4,244 square
feet. It is the office space outlined and shaded in Exhibit A. Such area is
measured from the interior of the exterior walls and the exterior glass lines
of the building to the middle of the remaining perimeter walls of the office
space. This is in accordance with the BOMA International Standard of Floor
Measurement.
1.4. RENTABLE AREA: Lessee's "rentable area" is approximately 4,880
square feet. It consists of Lessee's "usable area" as defined above, plus
Lessee's prorata share of the building common areas as set forth below. The
common area "add on" factor is 15% of Lessee's usable area. Building common
areas are defined as all corridors, restrooms, snack bars, building equipment
rooms, telephone closets, janitor closets, enclosed lobby, entrance areas,
and other public areas in the building, excluding elevator shafts,
stairwells, vertical chases, and enclosed parking areas. This is in
accordance with the BOMA International Standard of Floor Measurement.
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2.1. BASE RENT AND ADDITIONAL RENTS WITH EXPENSE STOP: Lessee shall pay to
Lessor a "base rent" of $ SEE ADDENDUM "A" per calendar year, which amounts
to $ SEE ADDENDUM "A" per calendar month. The base rent is subject to
adjustment as provided in paragraph 32.1. Additional rent (representing
Lessee's prorata share of building operating expenses over the $ 4.50
expense stop) shall be paid in accordance with paragraph 32.1. Building
operating expenses up to such expense stop amount shall be paid by Lessor.
Base rent is subject to the annual base rent increase referred to in
paragraph 32.2.
3.1. DATE AND PLACE OF PAYMENT: The monthly rent and one-twelfth of
Lessee's share of estimated building operating expenses under paragraph 32.1
(i.e., expenses in excess of the expense stop) shall be due on the first day
of each calendar month without demand. Partial months shall be prorated. All
rent and other sums are due in the county where the building is located at
the address designated by Lessor from time to time. All sums due by Lessee
are without right of setoff or deduction. Monies mailed are considered timely
paid only if received by Lessor by the due date; however rents postmarked one
or more days before due date and received after the due date shall be
considered as timely received by Lessor. Rent and late payment charges shall
be paid without notice or demand. All other sums shall be due upon delivery
of written notice in accordance with paragraph 29.1.
3.2. LATE PAYMENTS: If any rent payment or other sum due by Lessee to
Lessor is received and accepted by Lessor later than 5 days after its due
date, Lessee shall pay a late charge of 5% of such rent payment or other sum
plus 1% thereof for each day thereafter (for up to 15 days) until such rent
or other sum is paid. Lessor's acceptance of late rent or other sum shall not
constitute permission for Lessee to pay the rent or other sum late thereafter
and shall not constitute a waiver of Lessor's remedies for subsequent late
payments. Late payment charges are due immediately upon notice or demand.
All payments shall be by check or money order on a local bank, not cash. For
each returned check, Lessee shall pay all applicable bank charges incurred by
Lessor plus $25.00. Payments of any kind received by Lessor on behalf of
Lessee may be applied at Lessor's option to nonrent items first, then to
rent. Payment of rent by Lessee shall be an independent covenant. If Lessee
has not timely paid rentals and other sums due on two or more occasions, or
if a check from Lessee is returned for insufficient funds or no account,
Lessor may for the next 12 months require that all rent and other sums due be
paid by cashier's check, certified check, or money order, without prior
notice.
3.3. SECURITY DEPOSIT: At the time of execution of this lease, Lessee shall
deposit with Lessor $5,360.00 cash to secure performance of Lessee's
obligations under this lease. If Lessee fails to pay rent or other sums when
due under this lease, Lessor may apply any cash security deposit toward
amounts due and unpaid by Lessee. Lessee shall immediately restore the
security deposit to its original amount after any portion of it is applied to
amounts due and unpaid by Lessee.
4.1. TERM, COMMENCEMENT, AND ANNIVERSARY: The initial lease term shall
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be for 32.5 full calendar months from commencement date, plus the remainder
of the last month. The lease commencement date shall be the 15th day of
March, 1999 or the date Lessee occupies all or any part of Lessee's office
space, whichever occurs first. The annual anniversary date of this lease
shall be the first day of the first full month following commencement of the
lease, unless the lease commencement date is the first day of the month.
4.3. DELIVERY OF POSSESSION: Lessor shall deliver keys and possession of
Lessee's office space to Lessee on the lease commencement date stated in
paragraph 4.1 unless otherwise agreed in writing by the parties. Lessee shall
not be liable for rent until Lessor delivers possession of the leased
premises to Lessee. If there is a delay in delivery of possession, rent shall
be abated until Lessee's office space is ready for occupancy; and neither
Lessor nor Lessor's agents shall otherwise be liable for any damages; and the
lease shall not terminate.
5.1 TENANT FINISH-OUT (CHECK ONE):
Lessor shall provide standard building finish-out, as described
--- in Exhibit X. Xxxxxx shall perform any special construction
described in Exhibit D. Costs of tenant finish-out or special
construction shall be paid for pursuant to such exhibit.
X Lessor shall provide no tenant finish-out or improvements since
--- Lessee has taken Lessee's office space "as is".
6.1. QUIET POSSESSION: If Lessee is current and in compliance with all of
Lessee's obligations under this lease, Lessee shall be entitled to peaceful
and quiet possession and enjoyment of Lessee's office space, subject to the
terms and conditions of this lease. Lessee shall have access to the building
and common parking areas at all times, subject to the rules referred to in
paragraphs 9.2 and 23.1. Lessor shall make diligent efforts to have all other
tenants in the building comply with building rules. Otherwise, failure of
other tenants to comply with such rules shall not be considered a default by
Lessor. Construction noise or vibrations shall not be considered a default by
Lessor.
7.1. UTILITIES AND SERVICES BY LESSOR: Except where otherwise stated in
this lease, Lessor shall pay for and furnish in a timely and diligent manner
to Lessee the following utilities and services and no others, subject to
paragraph 32.1 regarding Lessee's payment of Lessee's prorata share of
building operating expenses.
(a) air conditioning and heating as reasonably required for comfortable use and
occupancy under normal office conditions from 7:30 a.m. to 6:30 p.m. Monday
through Friday, and from 7:30 a.m. to 2:30 p.m Saturday.
(b) water and wastewater services for common areas;
(c) janitorial trash removal, sweeping, mopping, vacuuming and dusting three
days per week excluding holidays;
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(d) electricity for standard office equipment and lighting;
(e) trash collection services (dumpster);
(f) pest control services as needed in the reasonable judgement of Lessor;
(g) landscaping and parking lot maintenance services;
(h) repair and maintenance services pursuant to paragraph 8.1; and
(i) replacement of fluorescent light bulbs and ballasts in building standard
lighting fixtures (but not incandescent light bulbs for nonstandard
fixtures or for Lessee's lamps); and
(j) elevator service.
7.2. UTILITIES AND SERVICES BY LESSEE: Lessee shall pay for all utilities
and services not expressly furnished by Lessor under paragraph 7.1.
7.3. INTERRUPTION OF UTILITIES OR SERVICES: Temporary interruption or
malfunction of utilities, services, and/or telephones shall not render
Lessor liable for damages, rent abatements, or release of any Lessee
obligation. Lessor shall use diligent efforts to have such utilities and
services restored as soon as reasonably possible.
8.1. MAINTENANCE AND REPAIRS BY LESSOR: Lessor shall maintain the interior
of Lessee's office space in good repairs at Lessee's expense. Lessor shall
use diligence to provide for the reasonable cleaning, maintenance, repair,
reconnection of interrupted utilities or services, and landscaping of common
areas, subject to any reimbursement obligations of Lessee under paragraph
8.2. Lessor may rekey at any time. Lessor may temporarily close any part of
the common facilities if reasonably necessary for repairs or construction.
Repairs and maintenance shall be in accordance with applicable governmental
requirements.
8.2. MAINTENANCE AND REPAIRS BY LESSEE: Lessee shall promptly reimburse
Lessor for the cost of repairing or replacing damage which is caused inside
Lessee's office space by Lessee, Lessee's agents, employees, family, or
licensees, invitees, visitors, or customers or outside Lessee's office space
by Lessee or Lessee's employees, agents, or contractors. Cost of repair shall
include 15% for overhead. Lessor may require advance payment therefor prior
to repair or replacement. Lessor shall have right of approval of all
repairmen or maintenance personnel. Lessee shall not damage or allow other
persons listed above to damage any portion of the leased premises. Lessee
shall pay for replacement of all incandescent light bulbs and for unstopping
any drains or water closets in Lessee's office space. If Lessor or Lessee's
workmen or contractors are permitted to repair, alter, or modify Lessee's
office space, Lessee shall warrant that no mechanic or materialman's lien
shall be filed against the leased premises. All such work shall be in
accordance with applicable governmental requirements.
8.3. TELECOMMUNICATIONS EQUIPMENT: All telecommunications equipment
necessary to serve Lessee shall be located in Lessee's office space and paid
for by Lessee, or, at Lessor's option and at Lessee's expense, in a lockable
enclosure in a common area location designated by Lessor.
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9.1. ACCESS, KEYS, LOCKS, AND SECURITY: (a) Access. Lessee shall have access
to Lessee's office space at all times. Lessor shall have access to Lessee's
office space at reasonable times for reasonable business purposes upon prior
notice to Lessee except notice shall not be necessary in the event of an
emergency threatening life or property or the lawful exercise of Lessor's
remedies in case of default by Lessee.
(b) Keys. Lessor shall furnish Lessee two (2) keys for Lessee's office
space and two (2) keys for the main exterior entry doors of the building if
such door is locked after hours. Lessor shall not be liable for risk of loss
resulting from Lessee's keys being lost or used by unauthorized persons.
Lessor reserves the right to rekey or change locks for security reasons if
new keys are timely furnished to Lessee.
(c) Locks. Lessee may not add locks, change locks, or rekey locks without
written permission of Lessor. Locks may be changed at Lessee's request and
expense. If locks to the office space are changed, Lessor may specify kind
and brand of locks, placement, installation, master key compatibility, etc.
(d) Security. Lessor shall have no duty to provide any security services
of any kind unless expressly provided in this lease. Lessor shall not be
liable to Lessee or Lessee's employees, family, customers, invitees,
contractors, or agents for injury, damage, or loss to person or property
caused by criminal conduct of other persons, including theft, burglary,
assault, vandalism or other crimes. Lessee shall lock its office space doors
when the last person leaves such office space for the day.
9.2. PARKING: Lessor shall have sole control over parking. If vehicles are
parked in violation of Lessor parking rules or in violation of state
statutes, Lessor may exercise vehicle removal remedies under Articles 6701g-1
and 6701g-2 of the Texas Civil Statutes upon compliance with statutory
notice. There shall be no reserved parking spaces unless agreed in writing by
Lessor.
10.1. OCCUPANCY, NUISANCE, AND HAZARDS: Lessee's office space shall be
occupied only by Lessee or Lessee's employees and shall not be left entirely
vacant or used exclusively for storage. Lessee and Lessee's agents,
employees, family, licensees, invitees, visitors, and contractors shall
comply with all federal, state, and local laws relating to occupancy or to
criminal conduct while such persons are on the leased premises. Lessee and
the persons listed above shall not (1) use, occupy, or permit the use or
occupancy of the leased premises for any purpose which is directly or
indirectly forbidden by such laws or which may be dangerous to life or
property, (2) permit any public or private nuisance, (3) disturb the quiet
enjoyment of other tenants, (4) do anything which might emit offensive odors
or fumes, (5) make undue noise or vibrations, (6) permit anything which would
cancel insurance coverage or increase the insurance rate on the building or
contents, or (7) otherwise damage the leased premises.
11.1. TAXES: Lessor shall be responsible for payment of all taxes and
assessments against the building subject to Lessee's obligation to pay Lessor
for Lessee's share thereof, on a prorata
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square foot basis, as additional rent pursuant to paragraph 32.1. Lessee
shall timely pay all taxes assessed against Lessee's furniture, equipment,
fixtures, or other personal property in Lessee's office space.
12.1. INSURANCE: Lessor and Lessee shall comply with the respective
insurance obligations as set forth below:
(a) Lessor. Lessor shall maintain (1) fire and extended coverage
insurance, including vandalism and malicious mischief, on the office
building, and (2) comprehensive general liability insurance. The amounts
shall be as required by Lessor's mortgagee or as Lessor may deem reasonably
appropriate, whichever is greater. Lessor shall have no responsibility to
maintain fire and extended coverage insurance on Lessee's contents. The
portion of Lessor's insurance premiums reasonably due to Lessee's acts or
omissions or Lessee's special use, improvements, or tenant finish-out (over
and above Lessee's normal use as contemplated in paragraph 1.1(a)) shall be
paid for by Lessee.
(b) Lessee. Lessee shall provide Lessee's own public liability insurance
for its operations on the leased premises in the minimum "primary coverage"
amount presently required under Texas law for the purchase of umbrella
liability insurance. Upon written notice by Lessor to Lessee, such dollar
amount of Lessee's liability policy shall be increased by the amount of any
increase required under Texas law for "primary coverage" under an umbrella
liability policy. Lessee is encouraged to maintain fire and extended coverage
insurance (including vandalism and malicious mischief) on the contents in
Lessee's office space, including fixtures, furniture, equipment, supplies,
inventory, and other personal property. Such property is not covered by
Lessor's insurance.
(c) Insurance certificates. Lessee shall provide Lessor with a certificate
of Lessee's insurance or a copy thereof as required above within 7 days after
Lessee initially occupies Lessee's office space or any portion thereof. Lessor
and Lessor's managing agent (if any) shall be named as additional insureds on
Lessee's liability insurance policy. Upon written request by Lessor, changes
in the name of Lessor or Lessor's managing agent shall be reflected on such
certificate.
(d) Notice from Lessee's Insurance Carrier. All policies of insurance to
be provided by Lessee shall contain a provision (to the extent legally
permitted) that the insurance company shall give Lessor 10 days' written
notice to Lessor, in advance of (1) any cancellation or non-renewal of the
policy, (2) any reduction in the policy amount, and (3) any deletion of
additional insureds.
12.2. MUTUAL RELEASES AND WAIVER OF SUBROGATION: (a) To the extent that the
coverage of their respective insurance policies are not adversely affected,
Lessor and Lessee release each other and their respective officers,
directors, employees, and agents from any claims for loss or damage to any
person or property on the leased premises which is caused by or which results
from risks insured against under insurance policies carried by Lessor or
Lessee and in force at the time of any such loss or damage. The foregoing
release shall not apply to property losses or damages in excess of policy
limits or to losses or damages not covered by insurance due to a deductible
clause in the policy.
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(b) Upon written request after signing this lease, but before any loss or
damage occurs, Lessor or Lessee may require that the other party's respective
fire/casualty and liability insurance policy provide a waiver for all right
of recovery by way of subrogation in connection with any loss or damage
covered by such insurance policies.
(c) Notwithstanding the foregoing, if such waiver of subrogation is not
incorporated into the policy and cannot be procured or if it can be procured
only with an additional premium charge, such party shall furnish to the other
party written evidence from the insurance company or insurance agent,
verifying that such waiver is (1) not obtainable or (2) not obtainable
without extra charge. Thereafter, within a reasonable time after receiving
such notice, the party for whose benefit the waiver is sought may (1) agree
to pay any additional charge necessary to obtain the waiver of subrogation or
(2) place the insurance with a company which is reasonably satisfactory to
the other party and to such party's mortgagees with a policy of the same
terms and coverage, the extra cost of which will be entirely borne by the
party for whose benefit the waiver of subrogation is sought.
(d) Upon written request, Lessor and Lessee shall furnish to each other
copies of the policies of insurance referred to in this lease, including any
waivers of subrogation, or satisfactory evidence of same.
12.3. HOLD HARMLESS: Lessee shall indemnify Lessor for and shall hold Lessor
harmless from all fines, claims, liabilities, and suits (including costs and
expenses of defending against same) resulting from any breach or
nonperformance of the lease by Lessee or Lessee's agents, employees, family,
licensees, or invitees. Lessor shall indemnify Lessee for and shall hold
Lessee harmless from all fines, claims, liabilities, and suits (including
costs and expenses of defending against same) resulting from any breach or
nonperformance of the lease by Lessor or Lessor's agents, employees, family,
licensees, or invitees. Lessor and Lessee shall not be liable to the other or
the other's agents, employees, or family for any damage to personal property
resulting from any act, omission, or negligence of any other tenant or
occupant of the office building.
13.1. ALTERATIONS BY LESSEE: Lessee may not make any alterations,
improvements, doorlock changes, or other modifications of any kind to the
leased premises without Lessor's written consent which may not be
unreasonably withheld. "Alterations" include but are not limited to
improvements glued, screwed, nailed, or otherwise permanently attached to the
building, structural changes, roof and wall penetrations, and all plumbing,
electrical, and HVAC changes. Requests for Lessor's approval shall be in
writing and shall be detailed to Lessor's reasonable satisfaction. The
foregoing shall be done only by Lessor's contractors or employees or by third
parties approved by Lessor in writing. Lessee shall pay in advance for any
requested alterations, improvements, lock changes, or other modifications
which are approved and performed by Lessor. If same are performed by Lessee
with Lessor's permission, Lessee shall not allow any liens to be placed
against the buildings as a result of such additions or alterations.
Alterations, improvements, and modifications done at Lessee's request shall
comply with all applicable laws. Changes in Lessee's alterations or
improvements which may be later required by governmental action shall also be
paid for by Lessee.
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14.1. REMOVAL OF PROPERTY BY LESSEE: Lessee may remove its trade fixtures,
furniture, and equipment only if (1) such removal is made prior to the end of
the lease term, (2) Lessee is not in default under this lease at time of
removal, and (3) such removal is not in anticipation of an early moveout
prior to the end of the lease term. Lessee shall pay all costs of removal.
Lessee shall have no rights to property remaining on the leased premises
after moveout. Lessee may not remove any alterations as defined in paragraph
13.1 or improvements such as wall-to-wall carpeting, book shelves, window
coverings, drapes, cabinets, paneling, counters, kitchen or breakroom
built-ins, shelving, wall covering, and anything else attached to the floor,
walls, or ceilings. If Lessor requests in writing, Lessee shall, immediately
prior to moving out, remove any alterations, fixtures, equipment, and other
property installed by Lessee. Lessee shall pay for cleaning or repairing
damage caused by Lessee's removal of any property.
15.1 SUBLETTING AND ASSIGNMENT: Lessee may not sublet, assign, pledge, or
mortgage this lease and may not grant licenses, commissions, or other rights
of occupancy to all or any part of the leased premises without Lessor's prior
written approval which shall not be unreasonably withheld. Sublessee's
financial strength, reputation, personnel, and length of sublease or
assignment shall be important factors in Lessor's approval. Sale, transfer,
or merger of the majority of the voting shares or voting partnership
interests in Lessee (if a corporation or partnership) shall be considered an
assignment; likewise for issuance of treasury stock or admission of a new
general partner. Lessor shall not be obligated to approve any sublease or
assignment. However, if Lessor gives such approval, Lessor shall be entitled
to (1) 50% of any excess between Lessee's rental per square foot under the
lease and the rental per square foot under the sublease or assignment, and
(2) 50% of any other consideration flowing directly or indirectly from the
sublessee or assignee to Lessee or Lessee's agents. The foregoing is in
consideration of additional management performed or to be performed by Lessor
under such sublease or assignment. In addition to the foregoing, Lessor may
charge Lessee a one-time fee equal to one month's lease rental for such
additional administrative, investigative, and management services. Violation
of this lease by sublessees or assignees shall be deemed a violation by
Lessee. Approval by Lessor of any sublease or assignment shall not release
Lessee from any obligation under this lease and shall not constitute approval
for subsequent subletting or assignment. Sublessees or assignees shall be
liable for all of Lessee's obligations under this lease unless otherwise
specified in writing. Upon default by Lessee any sublease shall pay all
sublease rentals and other sums due Lessor, direct to Lessor, to be credited
against sums owed to Lessor by Lessee under this lease. Unless otherwise
agreed in writing, no sublease or assignment shall be valid unless (1) a copy
of this lease is attached thereto, (2) the sublessee or assignee agrees in
writing to be liable for all of Lessee's obligations under this lease, and
(3) Lessor's written approval is attached to the sublease or assignment.
16.1. DESTRUCTION BY FIRE OR OTHER CASUALTY: (a) Total destruction, rent
abatement, and restoration. If Lessee's office space is totally damaged by
fire or other casualty so that it cannot reasonably be used by Lessee and if
this lease is not terminated as provided in subparagraph (d) below, there
shall be a total abatement of Lessee's rent and Lessee's obligation to pay
office building operating expenses until Lessee's office space is restored by
Lessor and Lessee.
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(b) Partial destruction, rent abatement, and restoration. If Lessee's
office space is partially destroyed or damaged by fire or other hazard so
that it can be only partially used by Lessee for the purposes allowed in this
lease and if this lease is not terminated as provided in subparagraph (d)
below, there shall be a partial abatement of Lessee's rent and Lessee's
obligation to pay office building operating expenses which fairly and
reasonably corresponds to the time and extent to which Lessee's office space
cannot reasonably be used by Lessee.
(c) Restoration. Lessor's obligation to restore shall be limited to the
condition of the leased premises existing prior to the casualty. Lessor shall
proceed with diligence to restore. During restoration, Lessee shall continue
business to the extent practical in Lessee's reasonable judgment.
(d) Lease termination. If Lessee's office space or the office center is so
badly damaged that restoration and repairs cannot be completed within 6
months after the fire or casualty, then this lease may be terminated as of
the date of the destruction by either Lessor or Lessee by serving written
notice upon the other. Termination notice must be delivered within 30 days
after the casualty.
17.1. CONDEMNATION: If any part of Lessee's office space is taken by
condemnation or by deed in lieu of condemnation by any governmental
authority, this lease shall terminate one day prior to such taking. If any
part of the office building's parking lot is so taken, Lessee's right to use
such portion shall terminate one day prior to such taking; and Lessee's rent
shall be reduced only to the extent that such partial taking reduces the fair
market value of Lessee's office space. Lessor shall pay all costs associated
with construction reasonably necessary to render the leased premises usable
for Lessee's permitted purposes after such partial taking. All compensation
awarded for any partial or total taking of the office building shall be the
property of Lessor. If Lessor has received written notice of intent to
condemn, Lessee shall upon 10 days written request by Lessor execute an
acknowledgement that the lease terminates one day prior to the condemnation
of deed in lieu of condemnation and that Lessee claims no interest in the
condemnation award. Lessor shall have no interest in any monies paid by the
condemning authorities to Lessee for moving costs or for the other personal
property within the leased premises (excluding leasehold improvements) if a
separate award for such items is made to Lessee.
18.1. DEFAULT BY LESSOR: Lessee shall be entitled to recover actual damages
and terminate this lease if (1) Lessor fails to pay any sum due and owing to
Lessee within 7 days after written demand from Lessee, or (2) Lessor remains
in default on any other obligation for 7 days after Lessee's written demand
for performance. However, Lessor shall not be in default if Lessor promptly
commences to cure such noncompliance and diligently proceeds in good faith to
cure same after receiving written notice of such default of taxes and
utilities are not timely paid, Lessee may pay some to the extent that it is
necessary to avert foreclosure or cutoff.
19.1. DEFAULT BY LESSEE; If Lessee defaults, Lessor shall have any or all
remedies set forth below.
(a) Definition of default. The occurrence of any of the following shall
constitute a default by Lessee: (1) failure to pay rent or any other sum due by
Lessee under this lease within 7 days after
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written demand therefor by Lessor; (2) failure to vacate on or before the
last day of the lease term, renewal term, or extension period; (3) failure to
pay rent in advance on a daily basis in the event of unlawful holdover by
Lessee; (4) unauthorized early move- out or notice of same as set forth
below; (5) acquisition of Lessee's interest in the lease by a third party by
judicial or non-judicial process; or (6) failure to comply with any other
provision of the lease (including rules) if such failure to comply is not
cured as soon as possible after delivery of written notice by Lessor to
Lessee. However, Lessee shall not be in default under subclause (6) above if
Lessee promptly commences to cure such noncompliance and diligently proceeds
in good faith to cure same after receiving written notice of such default.
(b) Door Locks. If Lessee is in default for nonpayment of rent or other
sums due and if Lessee fails to pay same in full within 7 days after Lessor
hand delivers to Lessee or to Lessee's office space written demand or notice
of nonpayment, then Lessor shall be entitled to change or modify door locks
on all entry doors of Lessee's office space, until all such sums are paid in
full; provided, however, Lessor shall immediately thereafter post a notice on
the primary entry door to Lessee's office space, stating that Lessor has
expressed such lockout rights. No other notice requirements or lockout laws
shall apply. Lessor's right to modify or change locks shall occur
automatically and without notice if Lessee's rent is accelerated under
subparagraph (e) below, relating to unlawful early move-out. If Lessee moves
out or abandons Lessee's office space, Lessor may permanently change the
locks without notice to Lessee, and Lessee shall not be entitled to a key or
to reentry.
(c) Utilities and services. If Lessee is in default for nonpayment of rent
or other sums due and if Lessee fails to pay same in full within 3 days after
Lessor hand delivers to Lessee or to Lessee's representative written notice
of Lessor's intent to terminate utilities or services which are furnished by
Lessor, then Lessor may terminate such utilities or services after such 3-day
notice period, without further notice. Lessor's right to terminate such
utilities or services shall occur automatically and without notice if
Lessee's rent is accelerated under subparagraph (e) below, relating to
unlawful early move-out.
(d) Acceleration after notice of rental delinquency. If Lessee is in
default for nonpayment of rent or other sums due and if Lessee fails to pay
same in full within 3 days after Lessor delivers to Lessee or to Lessee's
office space a written notice of Lessor's intent to accelerate, then all rent
for the remainder of the lease term shall be accelerated, due, and delinquent
at the end of such 3-day notice period without further demand or notice. Such
acceleration rights are in consideration of the rentals for the entire term
being payable in monthly installments rather than in one lump sum at the
beginning of the lease term. If Lessee has already vacated the leased
premises, notice of acceleration may be delivered to Lessee pursuant to
paragraph 29.1. Liability for additional rents accruing in the future (over
and above any base rents) shall not be waived by such acceleration.
(e) Acceleration upon early move-out. If Lessee is lawfully evicted, or if
Lessee moves out or gives verbal or written notice (in person or by an
authorized employee or agent) of intent to move-out prior to the end of the
lease term without the rent being paid in full for the entire remainder of
the lease term or renewal or extension period or without prior written
consent of Lessor, all remaining
10
rents for the remainder of the lease term shall be accelerated immediately
and automatically, without demand or notice. Such accelerated rents shall be
due and delinquent without notice before or after such acceleration. Such
acceleration shall occur even if the rent for the current month has been paid
in full.
(f) Termination of possession. If Lessee is in default as defined in
subparagraph (a) above and if Lessee remains in default for 3 days after
Lessor gives notice of such default to Lessee, or if Lessee abandons the
leased premises, Lessor may (with or without demand for performance)
terminate Lessee's right of possession by giving one day's written notice to
vacate; and Lessor shall be entitled to immediate possession without
termination of Lessee's obligations under the lease. Lessor's repossession
shall not be considered an election to terminate this lease unless written
notice of such intention to terminate is given to Lessee by Lessor.
Repossession may be by voluntary agreement or by eviction lawsuit.
Commencement of an eviction lawsuit shall not preclude other Lessor remedies
under this lease or other laws.
(g) Reletting costs. If Lessee is in default as defined in subparagraph
(a) above and if Lessor terminates Lessee's right of possession without
terminating this lease, Lessee shall pay upon Lessor's demand the following:
(1) all costs of reletting (which in no event shall be less than one month's
rent), including leasing commissions, rent concessions (whether in the form
of assuming or buying out lease remainders elsewhere, free rent for a period
of time, or reduced rental rates), utilities during the vacancy, advertising
costs, administrative overhead, and all costs of repair, remodeling, or
redecorating for replacement tenants in Lessee's office space, (2) all rent
and other indebtedness due from Lessee to Lessor through the date of
termination of Lessee's right of possession, and (3) all rent and other sums
required to be paid by Lessee during the remainder of the entire lease term,
subject to the acceleration paragraphs above.
(h) Mitigation by Lessor. Upon eviction or voluntary vacation of the
leased premises by Lessee without the lease being terminated by Lessor,
Lessor shall make reasonable efforts to relet the leased premises. After
deduction of reasonable expenses incurred by Lessor, Lessee shall receive
credit for any rentals received by Lessor through reletting the leased
premises during the remainder of the lease term or renewal or extension
period. Such deductible expenses may include real estate commissions,
attorney's fees, and all other expenses in connection with reletting. Lawsuit
to collect amounts due by Lessee under this lease may be brought from time to
time on one or more occasions without the necessity of Lessor's waiting until
the expiration of the lease term. If judgment for accelerated rents is
recovered, Lessor shall give credit against such judgment for subsequent
payments made by Lessee and subsequent rentals received by Lessor from other
tenants of Lessee's office space, less lawful deductions and expenses of
reletting.
(i) Termination of lease. Lessor may terminate this lease (as contrasted
to termination of possession rights only) upon default by Lessee or at any
time after Lessor's lawful re-entry or repossession following default by
Lessee. Lessor's agents have authority to terminate the lease only by written
notice given pursuant to paragraph 29.1.
11
(j) Damages. In addition to other remedies, Lessor may recover actual
damages incurred.
20.1. LIEN FOR RENT: (a) Notwithstanding anything to the contrary in this
lease, Lessor's landlord lien shall be subordinate to any existing security
interest and any future purchase money security interests on Lessee's
personal property if such security interest is properly perfected and
timely recorded as required by the Texas Business Code. Lessor shall
cooperate in signing lien subordinations in accordance with the foregoing.
Any lien subordination shall be on forms reasonably acceptable to Lessor.
(b) Subject to the limitations of subparagraph (a) above, Lessee gives to
Lessor a contractual lien on all of Lessee's property which may be found on
the leased premises to secure payment of all monies and damages owed by
Lessee under the lease. Such lien also covers all insurance proceeds on such
property. Lessee shall not remove such property while rent or other sums
remain due and unpaid to Lessor and such property shall not be removed until
all Lessee's obligations under the lease have been complied with. This lien
is in addition to Lessor's statutory lien under Section 54.021 of the Texas
Property Code. If Lessee is in default for nonpayment of rent or any other
sums due by Lessee, Lessor's representatives may peacefully enter the leased
premises and remove and store all property. If Lessor removes any property
under this lien, Lessor shall leave the following information in a
conspicuous place inside Lessee's office space: (1) written notice of
exercise of lien, (2) a list of items removed, (3) the name of Lessor's
representative who removed such items, and (4) the date of such removal.
Lessor shall be entitled to reasonable charges for packing, removing, or
storing abandoned or seized property, and may sell same at public or private
sale (subject to any properly recorded chattel mortgage or recorded financing
statement) after 30 days' written notice of time and place of sale is given
to Lessee by certified mail, return receipt requested. Upon request by
Lessor, Lessee shall acknowledge the above lien rights by executing a UCC-1
form or similar form reflecting same.
21.1. ATTORNEY'S FEES, INTEREST, AND OTHER EXPENSES: If Lessee or Lessor is
in default and if the nondefaulting party places the lease in the hands of an
attorney in order to enforce lease rights or remedies, the nondefaulting
party may recover reasonable attorney's fees from the defaulting party even
if suit has not been filed. In any lawsuit enforcing lease rights, the
prevailing party shall be entitled to recover reasonable attorney's fees from
the nonprevailing party, plus all out-of-pocket expenses. Trial shall be to
court only; and all parties waive jury trial. All delinquent sums due by
Lessor or Lessee shall bear interest at the maximum lawful rate of interest,
compounded annually, from date of default until paid, plus any late payment
fees. Late payment fees as set forth in paragraph 3.2 shall be considered
reasonable liquidated damages for the time, trouble, inconvenience, and
administrative overhead expense incurred by Lessor in collecting late
rentals, such elements of damages being uncertain and difficult to ascertain.
Late payment fees shall not be liquidated damages for attorney's fees or for
Lessor's loss of use of such funds during the time of delinquency.
22.1. NONWAIVER: The acceptance of monies past due or the failure to
complain of any action, nonaction, delayed payment, or default, whether
singular or repetitive, shall not constitute a
12
waiver of rights or obligations under the lease. Lessor's or Lessee's waiver
of any right or any default shall not constitute waiver of other rights,
violations, defaults, or subsequent rights, violations, or defaults under
this lease. No act or omission by Lessor or Lessor's agents shall be deemed
an acceptance or surrender of the leased premises, and no agreement by Lessor
to accept a surrender of the leased premises shall be valid unless it is in
writing and signed by a duly authorized agent of Lessor.
23.1. BUILDING RULES AND REGULATIONS: Lessor's rules and regulations for the
office building are attached as Exhibit C and are subject to reasonable
change if the changes are applicable to all tenants of the office building.
24.1. TRANSFER OF OWNERSHIP BY LESSOR: If Lessor transfers ownership of the
office building (other than as security for a mortgage) and if Lessor has
delivered to the transferee all of Lessee's security deposits and any prepaid
rents, Lessor shall be released from all liability under the lease; and such
transferee shall become liable as Lessor. Such right to be released of
liability shall accrue to subsequent owners only if such transfer is in good
faith and for consideration.
25.1. MORTGAGES: Unless otherwise provided in this lease, Lessee shall
subordinate and attorn to mortgage liens now or hereafter on the office
building. Lessee agrees to execute, from time to time, documentation therefor
which is necessary in the reasonable judgment of Lessor. Other than the
provisions already set forth in this lease, there are no special lease
provisions which are required by lienholders of the office building. This
lease shall be subordinate to all existing and future mortgages. However,
such mortgagees may at any time subordinate their lien to this lease by
filing a subordination notice in the county real property records without
necessity of notice to Lessee. Since a Mortgagee Nondisturbance Agreement is
contemplated, any foreclosure of such mortgagee's lien shall not terminate
this lease even if such lien is superior to the lease.
26.1. SURRENDER OF PREMISES: When Lessee moves out, Lessee shall surrender
Lessee's office space in the same condition as on the date of lease
commencement by Lessee (as changed or improved from time to time in
accordance with this lease), less ordinary wear.
27.1. HOLDING OVER: If Lessee remains in possession of the leased premises
after the expiration or mutually-agreed termination date of the lease,
without the execution by Lessor and Lessee of a new lease or a renewal or
extension of the lease, then (1) Lessee shall be deemed to be occupying the
leased premises as a tenant-at-sufferance on a daily basis, subject to all
obligations of the lease, (2) Lessee shall pay rent for the entire holdover
period, (3) Lessee shall be subject to all other remedies of Lessor as
provided in paragraph 19.1, (4) Lessee shall indemnify Lessor and/or
prospective tenants for damages, including lost rentals, storage expenses,
and attorney's fees, and (5) at Lessor's sole option, Lessee may extend the
lease term for a period of one month at the then current rental rates for the
office building, as reasonably determined by Lessor, by hand delivering
written notice to Lessee or to Lessee's office space while Lessee is holding
over. Holdover rents shall be immediately due on a daily basis and delinquent
without notice or demand; and the prior written notice and waiting period
requirements of this lease shall not be necessary in order for Lessor to
13
exercise remedies thereunder.
28.1. SIGNS AND BUILDING NAME: Except for standard suite signage and
building directory listings, there shall be no signs, symbols, or identifying
marks on or in the building, halls, elevators, staircases, entrances, parking
areas, landscape areas, doors, walls, or windows without prior written
approval of Lessor. All signs or lettering shall conform to the sign and
lettering criteria established by Lessor. Unless otherwise stated in the
rules, suite signage and building directory changes shall be done exclusively
by Lessor and at Lessee's expense. Lessor may remove all unapproved signs
without prior notice to Lessee and at Lessee's expense. Lessor may change the
name of the building upon six months written notice to Lessee.
28.2. RELOCATION OF LESSEE: Upon at least 60 days' notice to Lessee, Lessor
shall have the right to relocate Lessee within the building in lease space
which is the same size or larger and suited to Lessee's use. Such relocation
shall be made at Lessor's sole expense, including necessary reprinting of
Lessee's stationary, envelopes, business cards, door signs, etc. Rent shall
not be increased if the relocation office space is larger or better quality.
Relocation date shall be contained in the relocation notice referred to
above. Lessor shall not be liable to Lessee in connection with such
relocation except for undue delay or property damages caused by Lessor or
Lessor's employees, agents, or contractors.
29.1. NOTICES: Whenever written notice is required or permitted under this
lease, such notice shall be in writing and shall be either (a) hand delivered
personally to the party being notified, (b) hand delivered to or inside such
party's mailing address, or (c) delivered at such party's mailing address by
certified mail, return receipt requested, postage prepaid. The mailing
address of Lessor shall be the address to which Lessee normally mails or
delivers the monthly rent unless Lessor notifies Lessee of a different
address in writing. The mailing address of Lessee shall be Lessee's office
space under this lease. However, if Lessee moves out, it shall be Lessee's
last address known by Lessor. Hand delivered notice is required only when
expressly required in the lease. Notice by noncertified mail is sufficient if
actually received by the addressee or an employee or agent of addressee. The
term "notice" shall be inclusive of notices, xxxxxxxx, requests, and demands.
30.1. ESTOPPEL CERTIFICATES: From time to time, upon 7 days' prior written
request from Lessor, Lessee shall execute and deliver to Lessor the estoppel
certificate as reasonably required by a prospective purchaser or lender. If any
statement in the estoppel certificate form is contrary to the facts existing at
the time of execution of such form, Lessee may correct same before signing. The
estoppel certificate may be conclusively relied upon by Lessor and by any
prospective lienholder or purchaser of the leased premises. If Lessee fails to
comply with the foregoing by the end of such 7-day period, it shall be
conclusively presumed that (1) this lease is in full force and effect without
any subleases or assignments and is unamended or modified except for amendments
verified by affidavit of Lessor to the prospective lienholder or purchaser, (2)
no rents, security deposits, or other charges have been prepaid, (3) the
statements contained in the estoppel certificate form are correct, (4) there are
no uncured defaults by Lessor, (5) Lessee has no right of offset or rescission,
and (6) any prospective purchaser or lienholder may conclusively rely on such
silence or noncompliance by
14
Lessee and may conclusively assume no Lessor defaults within the 120 days
following Lessee's receipt of Lessor's request for an estoppel certificate.
31.1. SUCCESSORS: This lease shall bind and inure to the benefit of the
parties, any guarantors of this lease, and their respective successors and
assigns.
31.2. LEASING AGENT COMMISSIONS: No leasing commission shall be due by
Lessor to any leasing agent unless in writing. Commission agreements executed
by Lessor shall be binding on subsequent building owners if the tenant of the
lease in question is in possession at the time of transfer of building
ownership.
32.1. BUILDING OPERATING EXPENSE: In addition to the monthly base rent in
paragraph 2.1, Lessee shall pay additional rent on a monthly basis,
equivalent to Lessee's prorata share of actual building operating expenses as
per Exhibit B. Lessee's responsibility for payment of building operating
costs shall be subject to the expense stop referred to in paragraph 2.1.
32.2. BASE RENT ADJUSTMENT: At each annual anniversary date of this lease,
the monthly base rent shall increase by 0% of the previous lease year's base
rents.
33.1. REPRESENTATIONS AND WARRANTIES BY LESSOR: Lessor warrants that Lessor
is the sole owner of the land and improvements comprising the office building
and that Lessor has full right to enter into this lease. Lessor's duties and
warranties are limited to those expressly stated in this lease and shall not
include any implied duties or implied warranties, now or in the future. No
representations or warranties have been made by Lessor other than those
expressly contained in this lease.
34.1. REPRESENTATIONS AND WARRANTIES BY LESSEE: Lessee warrants to Lessor
that (1) the financial statements of Lessee heretofore furnished to Lessor
are true and correct to the best of Lessee's knowledge, (2) there has been no
significant adverse change in Lessee's financial condition since the date of
the financial statements, (3) the financial statements fairly represent the
financial condition of Lessee upon those dates and at the time of execution
hereof, (4) there are no delinquent taxes due and unpaid by Lessee, and (5)
Lessee and none of the officers or partners of Lessee (if Lessee is a
corporation or partnership) have ever declared bankruptcy. Lessee warrants
that Lessee has disclosed in writing to Lessor all lawsuits pending or
threatened against Lessee, and Lessee has made no material misrepresentation
or material omission of facts regarding Lessee's financial condition or
business operations. All financial statements must be dated and signed by
Lessee. Lessee acknowledges that Lessor has relied on the above information
furnished by Lessee to Lessor and that Lessor would not have entered into
this lease otherwise.
35.1. PLACE OF PERFORMANCE: Unless otherwise expressly stated in this lease,
all obligations under this lease, including payment of rent and other sums
due, shall be performed in the county where the office building is located,
at the address designated from time to time by Lessor.
15
36.1. MISCELLANEOUS: This lease contains the entire agreement of the
parties. No other written or oral promises or representations have been made,
and none shall be binding. This lease supersedes and replaces any previous
lease between the parties on Lessee's office space, including any renewals or
extensions thereunder. Except for reasonable changes in written rules, this
lease shall not be amended or changed except by written instrument, signed by
both Lessor and Lessee. Lessor's agents do not and will not have authority to
(1) make exceptions, changes or amendments to this lease, or factual
representations, not expressly contained in this lease, (2) waive any right,
requirement, or provision of this lease, or (3) release Lessee from all or
part of this lease, unless such action is in writing. Multiple lessees shall
be jointly and severally liable under this lease. Notices, requests, or
agreements to, from, or with one of multiple lessees shall be deemed to be
to, from, or with all such Lessees. Under no circumstances shall Lessor or
Lessee be considered an agent of the other. Nonsubstantial errors in space
footage calculations shall entitle the parties to correct the rental figures
in the lease and adjust previously paid rentals accordingly, but not to
terminate the lease. The lease shall not be construed against either party
more or less favorably by reason of authorship or origin of language. Texas
law applies. If any date of performance or exercise of a right ends on a
Saturday, Sunday, or state holiday, such date shall be automatically extended
through the next business day. Time is of the essence; and all performance
dates, time schedules, and conditions precedent to exercising a right shall
be strictly adhered to without delay except where otherwise expressly
provided. If any provision of this lease is invalid under present or future
laws, the remainder of this lease shall not be affected.
37.1. GUARANTY: This lease ( ) is or ( X ) is not guaranteed by others.
The names and titles of any guarantors are shown on the signature page(s) at
the end of this lease. The specific obligations of such guarantors, if any,
shall be pursuant to attached Exhibit H entitled "Lease Guaranty". Such
guaranty shall continue and shall be unaffected by any modification or
amendment to this lease or any renewal or extension thereof. The signature
requirements and corporate resolution requirements for any guarantors shall
conform to the requirements for Lessees in paragraph 39.1 below.
37.2. SPECIAL CONDITIONS: Additional provisions of this lease are set forth
in Addendum .
38.1. EXHIBIT LIST: The exhibits attached to this lease are listed below.
All exhibits are a part of this lease except for those which have been lined
out or which have been shown below as omitted.
Exhibit A Floor Plan of Lessee's Office Space (paragraph 1.1)
Exhibit B Building Operating Expense Passthrough Calculations (paragraphs
2.1 and 32.1)
Exhibit C Building Rules and Regulations (paragraph 23.1)
16
39.1. LESSEE SIGNATURE REQUIREMENTS: Lessee is ( ) an individual, ( ),
several individuals, ( ) a general partnership, ( )a limited partnership,
( ) a joint venture, ( ) an unincorporated association, ( ) a
professional corporation, ( ) a professional association, or ( X ) a
corporation (check one). Such partnership, joint venture, unincorporated
association, or corporation is organized or chartered under the laws of the
State of Texas. Lessee's name stated at the beginning of this lease ( ) is
or ( X ) is not an assumed name. If so, an assumed name certificate has been
or will be filed by Lessee in the county where the office building is located
or with the Texas Secretary of State's Office in Austin, Texas, whichever is
appropriate. Lessee shall disclose to Lessor the names and addresses of all
partners or venturers of Lessee if Lessee is a partnership or joint venture.
If Lessee or Guarantor is a corporation, corporate resolutions shall be
executed on the form in Exhibit I. Corporate seals are unnecessary under
Texas law.
39.2. LEASE DATES AND AUTHORITY TO SIGN: The "identification" date of this
lease is the 22nd day of October, 1998. The "effective date" on which this
lease becomes binding is the date on which the lease has been signed by
Lessor, Lessee, and any guarantors. The names and signatures of all parties
are shown below; and all persons signing have been duly authorized to sign.
If Lessee is a corporation, a corporate resolution authorizing Lessee to
execute this lease is attached as Exhibit I. Corporate seals are unnecessary
under Texas law.
IN WITNESS WHEREOF
Landlord and Tenant have executed this Lease in multiple original
counterparts as of the day and year first written above.
LESSOR: LESSEE:
EXECUTIVE PLAZA JOINT VENTURE CORRIDOR TECHNOLOGIES, INC.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
---------------------------- ---------------------------
Title: Partner Title: President
-------------------------- -------------------------
Date: 10-22-98 Date: 10-22-98
--------------------------- --------------------------
LEASING AGENT:
LePAGE PROPERTIES
By: /s/ [Illegible]
---------------------------
Date: 10-22-98
-------------------------
17
EXHIBIT "B"
EXECUTIVE PLAZA
BUILDING OPERATING EXPENSE PASSTHROUGH CALCULATIONS
(see paragraphs 2.1 and 32.1 of lease)
(a) "ESTIMATED" PRORATA BUILDING OPERATING EXPENSES. On or before the
beginning of each calendar year, Lessor shall calculate the estimated
building operating expenses for that calendar year, according to the criteria
in subparagraph (c) below. One-twelfth of Lessee's prorata share of estimated
building operating expenses which are in excess of any expense stop shall be
due on the first of each month as additional rent.
(b) YEAR-END ADJUSTMENT FOR OVERPAYMENT OR UNDERPAYMENT BY LESSEE BECAUSE
OF DIFFERENCES BETWEEN "ESTIMATED" AND "ACTUAL" BUILDING OPERATING EXPENSES.
After each calendar year of the lease term and renewal or extension periods,
Lessor shall determine the actual building operating expenses for that
calendar year. If it is then determined that actual building operating
expenses were less than estimated expenses and that Lessee's monthly payments
of estimated expenses over Lessee's expense stop figure were too much, Lessor
shall promptly refund to Lessee the excess amount paid by Lessee. If it is
determined that actual building operating expenses were more than estimated
expenses and that Lessee's monthly payments of estimated expenses over
Lessee's expense stop figure were insufficient, Lessor shall invoice Lessee
for the amount of Lessee's underpayment. Payment thereof shall be due upon
delivery of invoice to Lessee. The foregoing calculations and adjustments may
also be made one or more times during the calendar year, at Lessor's option.
(c) DEFINITION OF BUILDING OPERATING EXPENSES. Building operating expenses
for each calendar year shall include: all ad valorem taxes, assessments and
related government charges becoming due on the office complex; and on-site
personal property used in operation of the office complex in such period;
utilities; insurance premiums for fire, extended coverage, vandalism, and
liability on the building and personal property used in building management;
landscape expenses; janitorial expenses; window cleaning; supplies; painting and
other maintenance expenses; licenses; permits; advertising; maintenance salaries
and bonuses; payroll taxes; management office overhead and management fees; and
all other managerial and operating expenses which are reasonably related to the
operation of the building and utilities serving same. No such category shall
include more than 12 months' worth of expenses. Building operating expenses
shall also include the following improvements if amortized over the useful life
of such improvements for IRS purposes together with interest at 12% per annum on
the unamortized cost: (i) improvements to reduce operating expenses, (ii)
improvements required by governmental agencies following completion of the
building, and (iii) carpeting, floor covering, draperies, and wall coverings for
the common areas of the building. Building operating expenses shall be
calculated on an accrual basis in accordance with generally accepted accounting
principles, consistently applied. The word "building" as referred to above shall
1
include the building, parking areas, parking garage (if any), and common areas.
Building operating expenses shall not include: principal and interest
payments on mortgages; depreciation or improvements which IRS requires to be
depreciated (except as provided above); expenses of repairing damage of the
type normally covered by fire, vandalism, flood, and EC insurance; any
expense paid or reimbursed from insurance proceeds; costs of repairing damage
for which Lessor is entitled to reimbursement from others; remodeling costs
for new or existing tenants; common area improvements or personal property
required by other tenants to be made, purchased, or furnished to such
tenants; common area improvements or personal property required by other
tenants to be made, purchased, or furnished to such tenants; utility and air
conditioning or heating costs or other expenses which are separately billed
to specific tenants; franchise and income taxes of Lessor; leasing
commissions; expenses of marketing vacant space in the building; legal fees;
structural repairs to roof, foundation, and walls; asbestos removal; and
installation of sprinklers, fire alarms, and smoke detector systems.
If utilities and taxes included in "Building Operating Expense" are not
payable, billed or otherwise due so as to allow an accurate calculation of
said factors annually, then Lessor, in its reasonable discretion, may
estimate and prorata said expenses on an annual basis, and said factors shall
be properly adjusted by Lessor when they actually become due and payable.
Otherwise, expenses must be supported by invoice and actually paid.
(d) DEFINITION OF PRORATA SHARE. Lessee's prorata share of estimated and
actual building operating expenses is the percentage result of dividing
"Lessee's rentable area" (which is set forth in paragraph 1.4) by the total
rentable area in the entire building.
(e) DELAY IN IMPLEMENTATION. At Lessor's option, adjustments may be
delayed. Lessor's delay in implementing such adjustments shall not waive
Lessor's right thereto, and the most recent monthly rental figures shall
continue to be paid during such delay. If Lessor delays in timely
calculating adjustments, such adjustments shall be retroactive to the
respective date on which Lessor had a right to make such adjustment; and such
delayed rent adjustments shall become due upon written notice to Lessee.
(f) EXAMINATION OF RECORDS. Upon reasonable notice to Lessor in writing,
Lessee may examine Lessor's accounting records for building operating
expenses and other data used in calculating additional rents or rent
adjustments. Such examination shall be during normal business hours.
2
EXHIBIT "C"
EXECUTIVE PLAZA
BUILDING RULES AND REGULATIONS
1. Sidewalks, doorways, vestibules, halls, stairways, and other similar
areas shall not be obstructed by Tenant or used by Tenant for any
purpose other than ingress and egress to and from the leased premises
and for going from one part of the Building to another.
2. No signs, advertisements or notices, including political signs, shall be
painted or affixed on or to any windows, doors, corridors, or other
parts of the Building except of such color, size, and style and in such
places as shall be first approved in writing by Building Management.
3. All locks for doors in each Tenant's leased areas shall be building
standard and no tenant shall place any additional lock or locks on any
door in its leased area without Building Management's consent.
4. Movement of furniture or office equipment, or dispatch or receipt by
Tenants of any bulky material, merchandise or materials which requires
use of elevators or stairways, or movement through the Building
entrances or lobby, shall be restricted to such hours as Building
Management shall designate, and such movement shall be subject to
control of Building Management.
5. Building Management shall have authority to prescribe the weight and
position of safes and other heavy equipment, said items shall in all
cases (to distribute weight) stand on supporting devices approved by
Building Management.
6. Corridor doors, when not in use, shall be kept closed.
7. Should a tenant require a telegraphic, telephonic, annunciator or other
communication service, Building Management will direct the electricians
where and how wires are to be introduced and placed and none shall be
introduced or placed except as Building Management shall direct.
8. No animals or birds shall be brought into or kept in, on or about
Tenant's area.
9. No vending machines of any type shall be allowed in Tenant's space
without the prior written consent of Building Management.
1
10. Tenants are requested to lock all office doors leading to corridors and
to turn out all lights at the close of their working day.
11. Lessor reserves the right to close Tenant's blinds, if in Lessor's
judgement, Tenant's interior is offensive to other Lessees.
12. Lessee agrees that no flammable liquids of any type at any time shall be
stored in Lessee's lease space.
13. Lessor reserves the right to rescind any of these rules and regulations
and to make such other and further rules and regulations as in its
judgement shall, from time to time, be required for the safety,
protection, care and cleanliness of the Building, the operation thereof,
the preservation of good order therein and the protection and comfort of
the tenants and their agents, employees and invitees, which rules and
regulations shall be binding upon it in like manner as if originally
herein prescribed.
AGREED AND ACCEPTED
this 22nd day of Oct, 1998
CORRIDER TECHNOLOGIES, INC.
-------------------------------------
"Tenant"
2
[MAP]
FLOOR AND ELECTRICAL PLAN
