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EXHIBIT 10.15
LEASE AGREEMENT
DATE OF LEASE: JANUARY 1, 1999 MONTHLY RENT: SEE PARAGRAPH 3 OF ATTACHED RIDER
TERM: DECEMBER 14, 1998 TO MAY 31, 2004
LOCATION OF PREMISES: ADDRESS AND PORTION OF BUILDING DESCRIBED IN PARAGRAPH 2
OF ATTACHED RIDER
LESSEE: INSURQUOTE SYSTEMS, INC. LESSOR: THE XXXXXXXX GROUP
PROVO, UTAH X.X. XXX 000
XXXXX, XX 00000
ATTN: XXXX XXXXXXXX
1. Lease. Lessor hereby leases to Lessee and Lessee hereby leases from
Lessor for the purposes set forth in paragraph 2 the above designated premises,
together with the appurtenances thereto (the "Premises") for the above term.
2. Use of the Premises. Premises shall be used for the operation of an
office. Lessor warrants that the intended use of the Premises complies with all
applicable zoning regulations or that a variance has been obtained therefrom.
Lessee shall not use the premises for any illegal purposes; or in any manner to
vitiate the insurance or increase the rate of insurance on Premises. Lessee
shall not store any materials currently considered hazardous by any federal,
state, county, or city agency.
3. Rent. Lessee shall pay Lessor as rent for the Premises the sum stated
above, monthly in advance on the first business day of each such month, until
termination of this Lease, at Lessor's address stated above or such other
address as Lessor may designate in writing. Rent for any period less than a full
month shall be prorated based upon the actual number of days occupied over the
number of days in that month.
4. Condition of Premises. Prior to commencement of the term of this Lease,
Lessee and Lessor shall jointly inspect the Premises for the purpose of making a
punch list. Lessor shall promptly cure any defects noted thereon within 30 days
from receipt of written punch list. Subject to that punch list, Lessee accepts
the proposed premises as suited for the uses intended by Lessee. Lessee agrees
to return the premises to Lessor at the expiration or termination of this Lease
in as good condition and repair as when first received, natural wear and tear,
damage by storm, fire, lightning, earthquake, or other casualty alone excepted.
5. Lessor's Maintenance. Lessor agrees to keep in good repair the roof
foundations, and exterior walls of any building located on the Premises
(exclusive of all glass and exclusive of all exterior doors), and underground
power utility and sewer pipes, except repairs rendered necessary by the
negligence of Lessee, its agents, employees, or invitees. Lessor gives to Lessee
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exclusive control of the Premises and shall be under no obligation to inspect
the premises. Lessee shall promptly report in writing to Lessor any defective
condition known to it which Lessor is required to repair.
6. Lessee's Maintenance. Lessee shall, throughout the term of this Lease at
its expense, maintain in good order and repair the interior of any building
located on the Premises, electrical, heating and air conditioning equipment,
except those repairs expressly required to be made by Lessor hereunder. In no
event shall Lessee be obligated to replace the plumbing, electrical or HVAC
systems unless such damages are caused by the affirmative acts of the Lessee.
Lessee shall, throughout the term of this Lease, pay its prorated share of
common area maintenance based on the total cost of maintenance divided by the
total square footage of rentable space of all buildings in the development.
7. Insurance. Lessee shall obtain and keep current on the Premises
liability insurance coverage against all claims covered by the indemnification
contained in paragraph 13 with minimum limits of $2,000,000.
Lessee shall obtain and keep current fire and extended coverage
insurance on the building and any other improvements situated on the Premises in
an amount equal to their replacement value. Lessee shall obtain and keep current
fire and extended coverage insurance on any tenant improvements, fixtures,
equipment, furniture, and all other personal property of Lessee on or about the
Premises. Lessor and Lessee each hereby release the other from any loss or
damage to their property arising from a risk insured or could have been insured
against under the above fire and extended coverage insurance policies even
though such loss or damage was caused by the negligence of that party, its
agents, or employees.
Each such policy shall name the other party as an additional insured
party, shall be cancelable only upon 30 days' notice to the other party, and
shall contain a waiver of subrogation as against the other party. If either
party fails to obtain and pay for this insurance, the other party, at its
option, may obtain and pay for that insurance. On demand of the party so
obtaining that coverage, the premiums so paid shall become immediately due and
owing.
No insurance policy hereunder shall be cancelable without thirty days
written notice thereof to Lessor. Lessee shall submit a certificate of insurance
for each policy hereunder to Lessor on not less than an annual basis within
thirty days prior to the expiration date of each such policy, and within 10 days
after the signing of this Lease. Lessor shall be named as an additional insured
on said policies.
There shall not be allowed, kept, or used on the Premises any
inflammable or explosive liquids or materials save such as may be necessary for
use in Lessee's business, and in such case, any such substances shall be
delivered and stored in amount, and used, in accordance with the rules of the
applicable Board of Underwriters and statutes and ordinances now or hereafter in
force.
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8. Taxes. Lessee is solely responsible for and shall promptly pay when due
all real estate taxes and all ad valorem taxes on the Premises. Lessee shall
promptly pay when due all taxes assessed against and upon trade fixtures and
upon furnishings, equipment, and all other personal property of Lessee contained
in the Premises.
9. Utilities. Lessee will pay, in addition to the rent above specified, all
gas, and electric light and power bills taxed, levied, or charged on the
Premises, for and during the time for which this Lease is granted. (If any such
utility charge is for more than the space leased hereunder, Lessee shall pay its
pro rata share thereof based on square footage.) If the bills for gas, electric
light and power shall not be paid when due, Lessor shall have the right to pay
the same, which amounts so paid, together with any sums paid by Lessor to keep
the Premises in a clean and healthy condition, as above specified, are declared
to be so much additional rent payable with the installment of rent next due
thereafter. Lessee agrees to pay all metered water on the Premises. Irrigation
water will be prorated with area maintenance expense.
10. Improvements. Lessee shall not make any alterations or improvements to
the premises without Lessor's prior consent thereto. All such alterations or
improvements shall be at Lessee's sole expense.
Lessee shall be entitled upon the termination of this Lease to remove
any alterations or improvements made by it which can be removed without causing
material damage to the Premises or the building situated thereon. Lessee shall
repair any damage to the premises or the building situated thereon caused by any
such removal.
11. Liens. Lessee will not permit any mechanic's lien or liens to be placed
upon the Premises or any building or improvement thereon during the term hereof,
and in case of the filing of such lien, Lessee will promptly pay or discharge
the same. If default in payment thereof shall continue for 30 days after written
notice thereof from Lessor to Lessee, Lessor shall have the right to pay the
same or any portion thereof without inquiry as to the validity thereof, which
amounts so paid are declared to be so much additional rent payable with the
installment of rent next due thereafter.
12. Compliance with Laws. Lessee shall comply with all local or general
regulations, laws, and ordinances applicable thereto, as well as lawful
requirements of all competent authorities in that behalf, provided, however,
that Lessee shall not be required to make any alterations or repairs to the
Premises whether required by law or otherwise.
13. Indemnifications. Lessor shall not be liable to Lessee or to Lessee's
employees, agents, or visitors, or to any other person whomsoever, for any
injury to persons or damage to Premises on or about the Premises caused by the
negligence or misconduct of Lessee, its employees, sublessees, licensees, or
concessionaires, or any other person entering the Premises under express or
implied invitation of Lessee, or arising out of the use of the Premises by
Lessee and the conduct of its business therein, or arising out of any breach or
default by Lessee in the performance of its obligations hereunder; and Lessee
hereby agrees to indemnify Lessor and hold it harmless from any loss, expense,
or claims arising out of such damage or injury. Lessee shall
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not be liable for any injury or damage caused by the negligence or misconduct of
Lessor, or its employees or agents, and Lessor agrees to indemnify Lessee and
hold it harmless from any loss, expense, or damage arising out of such damage or
injury.
14. Destruction. If the whole of the Premises, or such portion thereof in
Lessee's reasonable opinion as will make the Premises unusable for the purposes
herein leased, are destroyed by storm, fire, lightning, earthquake, or other
casualty, then the term of this Lease shall cease from the date of such casualty
and rental shall be accounted for as between Lessor and Lessee as of that date.
If the Premises are damaged but not so destroyed by any such casualty, rental
shall xxxxx in such proportion as use of Premises has been destroyed, and Lessor
shall restore Premises to substantially the same condition as before such damage
as speedily as practicable, whereupon full rental shall recommence. Should such
restoration exceed 90 days, lessee shall have the right to terminate this Lease
upon written notice to Lessor.
15. Condemnation. If the whole of the premises, or such portion thereof in
Lessee's reasonable opinion as will make the Premises unusable for the purposes
herein leased, are condemned by any legally constituted authority for any public
use or purpose, then the term of this Lease shall cease from the date when
possession thereof is taken by the applicable public authority, and rental shall
be accounted for as between Lessor and Lessee as of that date. Such termination,
however, shall be without prejudice to the rights of either Lessor or Lessee to
recover compensation and damage caused by such condemnation from the condemner.
If part of the Premises are condemned by any legally constituted authority for
any public use or purpose, but in Lessee's reasonable opinion the Premises are
usable for the purposes herein leased, then Lessor shall restore the premises to
an operable condition and the rent shall be adjusted to reflect the square
footage so condemned, such adjustment to be as of the date title vested in the
condemner. It is further understood and agreed that neither the Lessee nor
Lessor shall have any rights in any award made to the other by any condemnation
authority notwithstanding the termination of this Lease in whole or in part as
herein provided.
16. Access to Premises. Lessee will allow Lessor reasonable access to the
Premises during normal business hours for the purpose of examining or exhibiting
the same, or to make any needful repairs or such alterations which Lessor may
see fit to make. Lessee will allow to have placed upon the Premises notice of
"For Sale" and, during the last 90 days of the term of this lease, "To rent,"
and will not interfere with the same.
17. Defaults; Remedies. In the event that (a) Lessee shall default in the
payment when due of the rent, or any part thereof, including additional rent,
and such default continues for 10 days after written notice from Lessor, (b)
Lessee shall not perform any of the covenants herein contained to be kept by
Lessee and fails to cure the same within 30 days after written notice from
Lessor or is not proceeding diligently to cure the same if such default would
reasonably take more than 30 days to cure, or (c) Lessee shall become insolvent
within the meaning of the Federal Bankruptcy Reform Act of 1978, as amended, or
shall be unable to pay its debts as they mature, then Lessor may, at any time
thereafter at its election, declare the term of this Lease ended and reenter the
Premises or any part thereof, with or (to the extent permitted by law) without
notice or process of law, and remove Lessee or any persons occupying the same,
without prejudice to
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any remedies which might otherwise be used for arrears of rent. It is further
agreed that after the service of notice, or the commencement of a suit or after
final judgment for possession of the Premises, should Lessor receive and collect
any rent due, the payment of such rent shall not waive or affect that notice,
suit, or judgment.
18. Assignment. Lessee will not allow the Premises to be occupied in whole,
or in part, by any other person, and will not sublet the same or any part
thereof, nor assign this Lease without in each case the written consent of
Lessor first had. Such consent shall not be unreasonably held. Notwithstanding
the foregoing, Lessee shall be entitled to assign this Lease or sublet all or
part of the Premises to an affiliate without obtaining Lessor's consent thereto.
19. Signs. Lessee shall not place any signs (other than ones containing its
name or tradename without graphics) upon the outside walls or roof of the
Premises without the written consent of Lessor.
20. Option to Renew. Lessee is hereby granted an option to renew the term
of this Lease for two (2) additional (5) year terms subject to all the terms and
conditions hereof (except rent amount, which shall be negotiated on an arm's
length basis between Lessor and Lessee), which option is exercisable upon at
least 60 days written notice prior to the expiration of this Lease.
21. Holding Over. If Lessee remains in possession of the Premises or any
part thereof after the expiration of the term of this Lease, such occupancy
shall be a tenancy from month to month upon all the provisions of this Lease
pertaining to Lessee's obligations. Any option granted to Lessee hereunder shall
be deemed terminated.
22. Subordination. So long as Lessee is not in default hereunder, Lessee
shall have quiet enjoyment of the Premises for the entire term hereof. Lessee's
rights, however, shall be subject to any bona fide mortgage or deed to secure
debt which is now or may hereafter be placed upon the Premises by Lessor,
provided, however, that any such mortgage or deed shall have a nondisturbance
clause granting Lessee the right to use the Premises so long as Lessee is not in
default under this Lease.
23. Notice. Any notice required or permitted to be given hereunder shall be
in writing and delivered in person or by certified or registered mail, postage
prepaid, addressed to the appropriate party at that address set forth therefor
in the heading hereof. Any notice to Lessee shall also be with a copy to the
Premises. Either party may change its address by written notice to the other.
24. Rights Cumulative. The rights and remedies of Lessor under this lease
are cumulative. The exercise or use of any one or more thereof shall not bar
Lessor from exercise or use of any other right or remedy provided herein or
otherwise provided by law, nor shall exercise nor use of any right or remedy by
Lessor waive any other right or remedy.
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25. Definition of Lessor. The word "Lessor" whenever used herein shall be
construed to mean "Lessors" in case more than one legal entity executed this
Lease as such; and all the covenants and agreements contained shall be jointly
and severally binding upon, and jointly and severally inure to them, their
respective successors, heirs, executors, administrators, and assigns.
26. Severability. Wherever possible, each provision of this Lease shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Lease shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Lease.
27. Governing Law. This lease shall be construed in accordance with and
governed by the laws of the state in which the Premises are located.
28. Attorneys' Fees. If, on account of any breach or default by Lessor or
Lessee of their respective obligations under this Lease, it shall become
necessary for the other to employ an attorney to enforce or defend any of its
rights or remedies hereunder and should such party prevail, it shall be entitled
to any reasonable attorney's fees incurred in such connection.
A rider of 1 page containing 5 paragraphs is attached hereto.
IN WITNESS WHEREOF, the parties have executed this lease on the day and year
first above written.
LESSEE:
InsurQuote Systems, Inc. By: /s/ XXXXXXX X. XXXXX
--------------------------
President and CEO
LESSOR:
The Xxxxxxxx Group By: /s/ S. R. XXXXXXXX
--------------------------
General Partner
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RIDER TO LEASE AGREEMENT BETWEEN THE XXXXXXXX GROUP (LESSOR) AND INSURQUOTE
SYSTEMS, INC. (LESSEE) FOR PREMISES LOCATED IN PROVO, UTAH, AS FURTHER DESCRIBED
IN PARAGRAPH 2 BELOW.
1. Anything to the contrary contained in the lease of which this Rider is a
part notwithstanding, the terms and provisions of this Rider shall
supersede same and shall govern.
2. It is understood and agreed by and between the parties that the premises is
identified as the land and buildings situated at 533, 549, and 000 Xxxx
0000 Xxxxx, Xxxxx, Xxxx. Lessor to complete building according to plans
attached in exhibit 1.
3. Lessee covenants and agrees to pay Lessor as rent for and during the terms
hereof the sum of thirty nine thousand two hundred dollars and no cents
($39,200.00) due on the first day of each month when all three buildings
are occupied. Rent will be payable on each building for the pro-rata
portion of each month occupied, in the month first occupied.
4. Lessee may terminate this lease without being in default by paying Lessor
50% of the total remaining balance of the lease due and payable at the
termination of the lease.
5. Lessee covenants and agrees to pay Lessor a penalty of 5% of one lease
payment if the payment is not paid before the 15th day of the month in
which the payment was due. If at any time the lease is terminated by the
Lessee before May 31, 2004 the Lessee agrees to pay an amount equal to one
half of the remaining value of the lease.
LESSEE: InsurQuote Systems, Inc. LESSOR: The Xxxxxxxx Group
By: /s/ XXXXXXX X. XXXXX By: /s/ S. R. XXXXXXXX
-------------------------- ----------------------
President & CEO General Partner
A = 10,000 sqft @ 98 cents = 9,800
B = 15,000 sqft @ 98 cents = 14,700
C = 15,000 sqft @ 98 cents = 14,700
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[INSURQUOTE LETTERHEAD]
February 1, 1999
Xx. Xxxx Xxxxxxxx, General Partner
XX Xxx 000
Xxxxx, Xxxx 00000
Dear Xxxx:
As we discussed, I am writing this letter to formalize our understanding that
the lease agreement dated January 1, 1999 supercedes all previous lease
agreements, riders and letters of understanding between InsurQuote Systems, Inc.
and The Xxxxxxxx Group, as each of the existing buildings are vacated and the
three new buildings are occupied. In addition, InsurQuote Systems, Inc. hereby
grants you ownership of all leasehold improvements abandoned in the existing
buildings. Please sign below to indicate your agreement with the provisions of
this letter.
Sincerely,
/s/ XXXX XXXXXX
Xxxx Xxxxxx
Chief Financial Officer
Agreed and Accepted:
The Xxxxxxxx Group:
/s/ XXXX XXXXXXXX
------------------------------
Xxxx Xxxxxxxx, General Partner
