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EXHIBIT 10.25
LEASE AGREEMENT
AGREEMENT made this 10th of August, 1999 by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, husband and wife, of the City of Lebanon, Grafton County,
New Hampshire (hereinafter referred to as "Landlord") and VICINITY CORPORATION,
a California corporation with a place of business in the City of Lebanon,
Grafton County, New Hampshire (hereinafter referred to as "Tenant");
In consideration of the rents, covenants, and agreements to be paid and
performed on the part of the Tenant, the Landlord does hereby demise, lease, and
let to the Tenant a portion of certain premises located in the City of Lebanon,
Grafton County, New Hampshire, known as "Chiron Springs" situated on Etna Road
in the City of Lebanon, New Hampshire, consisting of space known as Suites 10,
11, 12, 13, 18, 19 and the so-called offices attached to the bridge. The total
demised space consists of 11,469 square feet and is shown on Exhibit "A"
(multiple segments) attached hereto and incorporated herein by reference. Also
demised herewith is the right of ingress and egress to said space in common with
others. It is understood that the space leased hereby is a portion of the
building known as Chiron Springs, which building has been developed as an office
complex.
TO HAVE AND TO HOLD to the Tenant for the initial term of three (3) years from
September 1, 1999 through August 31, 2002, upon the terms, conditions, and
covenants herein set forth.
1. Amount of Rent
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A. Base Rent. The Tenant agrees that it shall pay rent to the Landlord
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during the first year of the term at the annual rate of $10.35 per
square foot, payable in ,monthly installments of $9,892.00 per month
on the first day of each month. At the end of the first year of the
term, the rent shall be increased or decreased by an amount equal to
the percentage change in the cost of living as set forth in the CPI-U
for the last month of the previous lease year as published by the U.S.
government Department of Labor or by any replacement for the CPI-U
established for the U.S. Government, using the previous year as the
base year (currently the CPI Hotline is 617-565-2325). If the Tenant
shall hold over after the expiration of the initial term hereof until
the Tenant shall actually vacate the premises, the Tenant shall become
a month-to-month tenant and shall pay, as a monthly rental, an amount
equal to one hundred ten (I 10%) percent of the monthly rental payment
(the "holdover rent") for the last month of the term immediately
preceding the end of the initial term. Such holdover rent shall be
payable for each month or portion thereof during the actual occupancy
of the premises by the Tenant after termination of this lease.
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SPECIAL TERMS
2. Security Deposit. There shall be no additional security deposit in
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connection with this lease; provided, however, that in the event that the
Tenant shall not surrender the premises to the Landlord in the same
condition in which the premises are delivered to the tenant, reasonable
wear and tear excepted, the Tenant shall forthwith pay to Landlord the
amount necessary to restore the premises to their former condition. It is
acknowledged that the Landlord currently holds a security deposit in the
amount of $625.00 for the Tenant based on a prior lease dated in 1996.
3. Renewal. Omitted intentionally.
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4. A. Landlord's Repairs. The Landlord shall provide and/or bear the expense
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of maintenance and repair of the heating system, plumbing system,
roof, passageways and other common areas and the outside of the
building, and any other mechanical system or equipment installed by
Landlord on the premises at the time the lease began.
B. Tenant's Repairs. The Tenant shall provide and/or bear the expense of
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loss to the Tenant from damage to the premises, cleaning of the leased
premises, window washing in accordance with Tenant's needs, window
repairs, interior decorating, special lighting fixtures, maintenance
and operation of any alarm system which may be installed by the Tenant
on the lease premises; and all substantial repairs, alterations,
renovations and exterior lighting, subject to approval in writing by
the Landlord.
C. In the event that any repairs shall be required under the provisions
of the foregoing paragraphs 4(A) or 4(B), the party bearing the
responsibility therefore shall make such repairs expeditiously. Either
party may give the other party written notice of the necessary for
such repairs. If the party giving notice shall not have received any
response within fifteen (15) days of the delivery of such notice, the
party giving notice may proceed to make such repairs and ▇▇▇▇ the
other party therefore. Any such ▇▇▇▇ shall be due and payable upon
receipt.
5. Utilities, Services and Common Expenses. This lease is intended to be a
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"net" lease.
A. Gas and Electric. Tenant shall be responsible for the payment of all
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charges for electricity, gas and air conditioning for the premises.
Gas is supplied to a central tank and is metered to all of the tenants
at Chiron Springs. Landlord shall make arrangements with a gas
supplier who shall ▇▇▇▇ Tenant for the gas used in the premises.
Electricity is provided by a separate meter supplied by Granite State
Electric.
B. Real Estate Taxes and other Common Expenses. Tenant shall pay to
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Landlord an amount equal to Tenant's proportional share of the common
expenses incurred in connection with the Chiron Springs Complex.
Reference is made to Exhibit "B",
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entitled "1999 Estimated Operating Costs for Chiron Springs Office
Building", which Exhibit B is hereby incorporated by reference and
made a part hereof Such proportional share of the common expenses
shall be calculated by dividing the number of square feet of the
premises by the total number of square feet of leaseable space in
Chiron Springs. For the purposes of this Lease Agreement, the Tenant's
proportional share shall be deemed to be 46.62% of the common
expenses. It is estimated that the total of such common expenses shall
be $2.45 per square foot for the first lease year. Tenant's share of
such common expenses shall be payable in monthly installments of Two
Thousand Three Hundred Forty-one Dollars and Fifty-eight Cents
($2,341.58) each. Within sixty (60) days of the end of each calendar
year, Landlord shall furnish to Tenant an accounting in reasonable
detail of such expenses, which accounting shall also include an
estimate of the expenses for the following year. Upon receipt of the
estimate for the following year, the parties shall adjust the payment
for the ensuing year and the monthly pro rata payment by the Tenant
shall be increased or decreased by an amount equal to 46.62% of one-
twelfth of the estimated increase or decrease. Any change in such
payments shall be due commencing with the next due date for the
payment of rent. Tenant's payments under the terms hereof shall be
deemed to be `additional rent' and shall be due and payable
simultaneously with other monthly payments due from Tenant to Landlord
under the terms of this lease.
6. Parking. The Tenant, together with Tenant's employees and guests, shall
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have the right, in common with the other tenants and patrons in the Chiron
Springs Office Complex, to use the parking areas provided at Chiron
Springs, provided, however, that the Tenant will insure that it and its
employees, guests, and customers shall cooperate in all snow removal
efforts, and provided, further, that such parking areas shall not be used
for external storage, permanent or temporary, for any motor vehicle,
trailer, storage bin, or other equipment or property; provided, however,
that Landlord shall provide a dumpster or other similar convenient method
of storage of trash. Landlord reserves the right to designate "special
needs" parking spaces. The Landlord represents that the existing parking is
ample for employees of the Tenant and visitors to the Tenant's office.
7. Liability Insurance. The Tenant shall carry public liability insurance with
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limits of not less than $1,000,0001,000,000, and shall furnish evidence
thereof to the Landlord upon request. (The Tenant shall be solely
responsible for the purchase of insurance, if any, for business
interruption as well as insurance upon its tangible personal property
located on the premises against loss by fire and such other casualties as
are covered by a Standard New Hampshire Fire Insurance Policy with Extended
Coverage.) Insofar as is permitted under their respective policies of
insurance under standard waiver of subrogation clauses, the Landlord and
Tenant waive all rights against each other respectively for damages caused
by fire and other perils which are covered by insurance.
8. Common Areas. The Tenant shall have the right to use in conjunction with
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others all common areas and walkways inside and outside of the building;
provided, however, that all uses of such facilities shall be at the sole
risk and responsibility of the Tenant and the Tenant agrees to and hold the
Landlord harmless with regard to any and all damages,
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claims, assessments, or other charges arising in connection with the use of
such common areas by the Tenant other than damage or injury caused by the
negligence of the Landlord, its agents or employees.
9. Quiet Enjoyment. On complying with the terms of this lease, the Tenant
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shall and may peaceably and quietly have, hold and enjoy the leased
premises for the term of this lease.
10. Entry by Landlord. The Landlord may enter the leased premises for the
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purpose of maintaining and making repairs to the leased premises or the
building, provided that such repairs do not unreasonably interfere with the
Tenant's use of the leased premises, for the purposes of observing whether
the Tenant is complying with the terms, conditions and provisions of this
lease, and for any other reasonable purpose. Except in the case of
emergency, Landlord shall give reasonable notice (24 hours) to Tenant prior
to such entry.
11. Condition of the Premises. The Tenant acknowledges that it knows the
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condition of the premises and that no representation as to the condition or
the repairs thereof has been made by the Landlord and that no repairs,
alterations or renovations are to be made by the Landlord except as herein
set forth. The premises shall be delivered to the Tenant "broom clean." The
Landlord warrants that there are no latent defects of which it has
knowledge. Landlord shall maintain the premises in good and safe condition,
including maintaining the premises in compliance with applicable
regulations by municipal, state and federal authorities from time to time.
12. Liens. The Tenant shall not suffer or permit any lien arising out of
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alterations, renovations or repairs made by it to be filed or perfected
against the leased premises of the building or the land on which they
stand.
13. Ownership of Fixtures and Improvements. Any trade fixtures and signs
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erected or installed on the leased premises by the Tenant shall remain the
property of the Tenant and may be removed by the Tenant at the termination
of the Lease, if such removal can be effected without substantial damage to
the leased premises of the building. Tenant shall restore the premises to
their condition prior to the installation of such trade fixtures. All
improvements, renovations, and alterations to the leased premises and the
building shall be approved by the Landlord in writing prior to the
commencement of any work thereon, and such improvements, renovations and
alterations shall become the property of the Landlord when made.
All plans for signs shall be submitted in writing, drawn to scale, to the
Landlord, and all signs shall be made in a style to be approved by the
Landlord. It is the purpose of this paragraph to provide uniformity,
insofar as possible, in the decor and quality of the signs used at Chiron
Springs.
14. Waste Materials. The Tenant shall not permit any ashes or combustible waste
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material to remain on the leased premises or in the building. The foregoing
notwithstanding, the Tenant shall not be permitted to maintain a wood stove
of any type on the premises.
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15. Conduct of Business. The Tenant intends to use the premises for the conduct
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of a professional office. The Tenant shall not conduct on the leased
premises during the term of this lease or any extension or renewal thereof
any business substantially different from the proposed use set forth above,
without the written consent of the Landlord. The Tenant shall not use the
premises for the storage for sale of beer or wine or liquor or cooked or
uncooked food without the written consent of the Landlord. The Tenant shall
not make or allow any unlawful, improper or offensive use of the premises,
shall not do or permit anything to be done thereon contrary to the laws of
the United States of America, the laws of the State, or municipal rules or
ordinances. The Tenant shall not do any act or transact any business on the
leased premises by which the insurance thereon or on the building will be
restricted, canceled or adversely affected.
16. Damage by Other Tenants. The Tenant shall make no claim against the
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Landlord for water or any other damage arising from the negligence of other
tenants of the Landlord. The Tenant shall indemnify and save the Landlord
harmless from any loss, cost or damage, including expenses of litigation
resulting from the negligence of the Tenant and its agents or servants; but
shall have no liability for damages resulting from negligence by the
Landlord or its agents.
17. Subletting and Assigning. The Tenant shall not lease, sublease, underlet or
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assign the leased premises or any part thereof, assign or transfer this
lease; or permit any other person, firm or corporation to occupy the leased
premises or any part thereof during the term hereof, without the written
permission of the Landlord which permission shall not be unreasonably
withheld. The foregoing notwithstanding, it is understood that, in the
event of a sublease with the approval of the Landlord, the Landlord shall
have no obligation to release the Tenant from its obligations under the
provisions of this lease prior to the end of the term hereof Further, the
Tenant shall have no right to assign its rights to extend this lease
without the prior written permission of the Landlord.
18. Fire or Other Casualty.
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A. If any part of the building suffers substantial damage by fire or
other casualty (that is, damage resulting in loss of in excess of 25%
of the value of the property) so that the leased premises become
untenable, and the Landlord in the exercise of reasonable judgment
determines that it is uneconomical to restore or repair the same,
either Landlord or Tenant may terminate this Lease by giving notice to
the other in writing.
B. If any part of the building otherwise suffers damage by fire or other
casualty, the Landlord shall expeditiously repair the damage and the
rent shall be proportionately abated during such time as all or a part
of the leased premises are untenable, provided, however, the Landlord
shall not be obligated to incur expenses for repairs beyond the amount
of the insurance proceeds payable on account of the loss.
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C. Rent shall be abated proportionately according to the floor area of
the demised premises which is unable to be used by the Tenant after
such casualty. However, the Tenant reserves the option to terminate
this Lease by giving written notice to the Landlord if such damage
renders the leased premises unsuitable for Tenant's business.
19. Condemnation. If all or a substantial part of the premises are taken by
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condemnation or other process of law by the United States of America, the
State, or a political subdivision or agency thereof, this Lease and the
Tenant's obligation to pay rent shall terminate as of the day following the
date of taking without notice or other act of either party, and the
Landlord shall return any rent paid beyond the day following the date of
such taking. Nothing contained herein shall limit the right of the Landlord
or the Tenant to recover damages for such taking.
20. Surrender on Termination. The Tenant shall not make or suffer any waste
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upon the leased premises, and it shall peaceably quit and deliver up the
leased premises when required to do so under the terms of this Lease, in as
good order and condition, reasonable wear and tear and unavoidable
casualties excepted, as the same are now in or may be put into during the
term of this lease by the Landlord or the Tenant.
21. Holding Over. If the Tenant shall hold over after the expiration of the
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term hereof or any renewal or extension thereof, such holding over shall
not be deemed to be a renewal of this Lease, but the Tenant shall be
responsible for the payment of an amount equal to I 10% of all rents and
other charges in accordance with the terms of Paragraph I of this Lease.
22. Remedies for Breach or Default.
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A. Failure to Pay Rent. If the Tenant shall fail to pay the rent (which
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then shall include, without limitation thereto, all amounts termed
`additional rent') as it falls due and such failure be added a late
payment penalty of ten (10) percent of the amount due. Further, if
such failure shall continue for a period of fifteen (15) days, the
Tenant shall be deemed to have breached the Lease, and the Landlord
shall be entitled, upon ten (10) days notice of such breach and
failure to cure by the Tenant within such ten (10) day period, to its
remedies as hereinafter set forth.
B. Remedies. In case of the breach of this Lease by the Tenant, the
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Landlord may terminate this Lease by giving notice of termination in
writing to the Tenant, and upon delivery of such notice of termination
to the Tenant, the Landlord may enter upon the leased premises or any
part thereof in the name of the whole, and repossess the same as the
Landlord's former estate, and expel the Tenant and those claiming
through or under the Tenant and remove the effects of either or both
(forcibly if necessary) without being deemed guilty of any manner of
trespass and without prejudice to any remedies for arrears of rent or
preceding breach of condition or agreement, and without prejudice to
any remedies the Landlord may have to repossess itself of the leased
premises by process of law or to recover
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damages of such breach or default, including the loss of future rents
and profits. The Tenant shall pay to the Landlord all of the
Landlord's cost, damages and expenses, including reasonable attorneys'
fees, occasioned by the Tenant's default or by the Tenant's failure to
surrender possession of the leased premises at such time as the
Landlord may lawfully demand possession thereof together with interest
at the rate of 13% per annum.
23. Waiver of Default. Any assent, express or implied, by the Landlord to any
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breach or default of any obligation or condition herein contained, or any
waiver, express or implied, by the Landlord of any such obligation or
condition, shall operate as such only in the specific instance and shall
not be construed as an assent or waiver of any such obligation or condition
generally or of any subsequent default thereof.
24. Lease Binding on Heirs, Etc. All of the obligations, conditions and
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undertakings herein contained shall extend to and shall be binding upon the
legal representative, heirs, executors, administrators, successors and
assigns of the Landlord and Tenant and any other parties hereof.
25. Notices. All notices required or permitted to be given under this Lease
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shall be in writing and shall become effective when deposited in the United
States Mail, postage prepaid, certified mail, return receipt requested,
addressed to the Landlord or Tenant, as the case may be, at the following
addresses:
Landlord: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Box 1157
Lebanon, New Hampshire 03766
Tenant: Vicinity Corporation
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
In the alternative, such notices may be hand-delivered if the receipt of a
specified officer or agent of the party is obtained upon such hand
delivery. Until notification by the Tenant of a change therein, the
specified officer of the Tenant authorized to accept such notices shall be
▇▇▇▇▇ ▇▇▇▇▇▇▇. Until notification by the Landlord of a change therein, the
specified officer or agent of the Landlord shall be ▇▇▇▇▇▇ E, ▇▇▇▇▇▇, Jr.
26. Governing Law. This Lease shall at all times be governed by the laws of
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the State of New Hampshire.
27. Tenant's Remedies. Nothing contained herein shall be deemed to limit the
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Tenant's rights to all remedies available to the Tenant pursuant to the
law.
28. TIME SHALL BE DEEMED TO BE OF THE ESSENCE IN THIS AGREEMENT.
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29. Improvement Rent Credit. As an inducement to enter into this lease,
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Landlord has agreed to provide a $ 1,000 rent offset from the base rent for
the first twelve (12) months of the initial term. This offset is specific
to the installation of carpet and the re-painting of Suites 18 and 19.
Tenant shall provide Landlord with samples of both carpet and paint to be
used in Suites 18 and 19. Landlord's approval shall be required, but not
unreasonably withheld. In the event Tenant elects not to re-carpet or
re-paint within sixty (60) days of the execution of this lease, said offset
shall be deleted and Tenant shall commence payment of the full base rent
plus any offset taken.
We, the parties hereto, severally declare that this instrument contains the
entire agreement between the parties and that it is subject to no
understandings, conditions, or representations other than those expressly
stated.
WITNESS the hands and seals of the parties the day and year first above
written.
_____________________________ ________________________________________
Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., LANDLORD (Date)
_____________________________ ________________________________________
Witness ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, LANDLORD (Date)
_____________________________ ________________________________________
Witness Vicinity Corporation, TENANT (Date)
By its duly authorized officer
EXHIBIT A
EXHIBIT B
1999 ESTIMATED OPERATING EXPENSE
FOR
CHIRON SPRINGS
Property Taxes $1.50/SF
Property Insurance .25/SF
Snow/Lawn/Parking Lot .50/SF
Common Area Electricity .10/SF
Miscellaneous Supplies .10/SF
Total* $2.45/SF
*Does not include any pro-rata share of utilities in applicable office suites.
