SECOND AMENDMENT TO LEASE AGREEMENT
Exhibit 4.109
SECOND AMENDMENT TO LEASE AGREEMENT
This Second Amendment to Lease Agreement (this “Amendment”) is made and entered into this
1st day of February 2010 (the “Effective Date”) by and between XXXXX XXXXXX
INCORPORATED, a Delaware corporation (“Landlord”), and TELVENT USA, INC., a Texas corporation
(“Tenant”). Capitalized Terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Lease (hereinafter defined).
WITNESSETH:
WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated October 16, 2003
(as amended, the “Lease”), pursuant to which Landlord agreed to lease to Tenant and Tenant agreed
to lease from Landlord approximately 48,177 square feet of office space (the “Premises”) in the
building located at 0000 Xxxxxxxxx, Xxxxxxx, Xxxxx (the “Building”); and
WHEREAS, Landlord and Tenant extended the term of the Lease through November 30, 2012,
pursuant to that First Amendment to Lease Agreement dated April 25, 2007; and
WHEREAS, Landlord and Tenant have agreed to expand the Premises to include additional square
footage; and
WHEREAS, Tenant desires to undertake certain renovations to the expanded premises and has
requested Landlord’s consent thereto; and
WHEREAS, Landlord has agreed to consent to such construction subject to the terms and
conditions set forth herein; and
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS:
THAT, for and in consideration of the premises and of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration paid by Tenant to Landlord, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant do hereby covenant and agree as follows:
1. Premises. Commencing on the Effective Date, the term “Premises” shall be expanded
to include 4,255 square feet of Rentable Area (the “Expansion Premises”) located on the
3rd Floor of the Building as described on Exhibit A attached hereto.+ As of
the Effective Date, the Premises shall contain approximately 52,432 square feet of Rentable Area,
consisting of the original Premises and the Expansion Premises.
2. Rent. Rent for the Expanded Premises shall be calculated at the same Rate currently
paid for a total of Fifty-one Thousand Sixty Dollars and No/100 Dollars ($51,060.00) per annum,
which amount shall be payable in equal monthly installments of Four Thousand Two Hundred Fifty-five and No/100 Dollars ($4,255.00), commencing on the
Effective Date and continuing thereafter on the first day of each calendar month through the end of
the Term. Total
| * | Exhibit A of this agreement has not been filed with this agreement. Pursuant to Item 601(b)(2) of Regulation S-K, such documents are immaterial to an investment decision. A copy of any of these omitted documents will be furnished to the Commission by Telvent upon the Commission’s request. |
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annual Rent for the Premises shall be Six Hundred Twenty-nine Thousand One Hundred
Eighty-four and No/100 Dollars ($629,184.00), due and payable in equal monthly installments of
$52,432.00, commencing on February 1, 2010 and continuing thereafter through the end of the Term.
3. Consent. Subject to the terms and conditions set forth herein, Landlord hereby
consents to Tenant undertaking certain improvements and renovations to the Expansion Premises, said
approved improvements limited exclusively to the installation of additional electrical wiring and
HVAC system and the replacement of the floor covering (the “Improvements”) in the Expanded
Premises. Tenant may desire to undertake additional improvements to the Expanded Premises but such
improvements, including but not limited to any office build out, require Landlord’s consent as set
out in the Lease.
4. Cost of the Improvements. Tenant shall be responsible for all costs and expenses in
connection with the Improvements, including, without limitation, the cost of design and
installation of the Improvements.
5. Plans. Tenant shall use Energy Architects (“Architect”) to prepare complete plans
and specifications for any Improvements (the “Plans”), which Plans shall be subject to Landlord’s
approval. Landlord may require changes to the Plans and to the completion of the Improvements as
Landlord determines within reason to be appropriate in order to comply with the provisions of the
Lease, all applicable building and safety codes, and any other governmental and insurance
requirements. Approval by Landlord of any of the Plans shall not constitute a representation or
warranty of Landlord as to the completeness or design sufficiency of the Plans or the Improvements
to which they relate, for any use, purpose, or condition, or as to their compliance with any laws,
rules and regulations of governmental agencies or authorities, but such approval shall merely be
the consent of Landlord as required hereunder.
6. Construction. (a) Tenant hereby agrees to construct the Improvements in a good and
workmanlike manner, in accordance with any and all Plans and Specifications and in compliance with
all applicable laws. Prior to commencing the Improvements, Tenant shall, at Tenant’s sole cost and
expense, obtain (i) all required building, occupancy, and other permits required by law, and (ii)
from each and every Contractor, proof of a policy of builder’s risk insurance in the amount of
$1,000,000.00 naming Landlord as loss payee. Tenant shall ensure that Contractor’s insurance names
Landlord as an additional insured, such insurance is primary to Landlord’s insurance
(b) After Landlord approves the Plans, Tenant shall arrange for the completion of the
Improvements using exclusively Xxxxxxxxx Electric Company for all electrical work and Architectural
Flooring for all flooring work (collectively, the “Contractor”) or such other contractors selected
by Tenant and reasonably acceptable to Landlord. Within ten (10) days following the completion of
the Improvements, Tenant shall provide Landlord with copies of the “as-built” Plans of the
Improvements. Tenant shall be responsible for ensuring the compliance of the Improvements with the
Americans with Disabilities Act, the Texas Architectural Barriers Act, life safety provisions of
any applicable building code(s) and any similar state or local laws (collectively, the “Acts”), and
Tenant covenants and agrees that the Improvements will be constructed in accordance with the
Acts. Tenant covenants and agrees to and does hereby indemnify, defend and hold Landlord
harmless from and against all liability
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(including, without limitation, attorneys’ fees and court costs) that Landlord may actually sustain
by reason of Tenant’s breach of its obligations under this Section 6.
7. Liens. Should any mechanics’ or other liens be filed against any portion of the
Premises (or any other property of Landlord in the vicinity of the Premises) or any interest
therein by reason of Tenant’s acts or omissions or because of a claim against Tenant or its
contractors, Tenant shall cause the same to be canceled or discharged of record, or shall file a
bond sufficient to discharge such lien, within twenty (20) days after notice by Landlord. If Tenant
fails to cancel or discharge said lien or liens, or file a bond sufficient to discharge such lien
or liens, within said twenty (20) day period. Landlord may, at its sole option and in addition to
any other remedy of Landlord under the Lease, cancel or discharge the same and upon Landlord’s
demand, Tenant shall promptly reimburse Landlord for all costs incurred in canceling or discharging
such lien or liens.
8. Disturbance. Tenant shall use its best efforts to construct the Improvements
without materially disrupting Landlord’s other Tenants at the Premises.
9. Waiver and Indemnity. (a) In consideration of Landlord’s agreement to permit the
construction described herein, Tenant hereby waives and releases any and all claims in contract or
in tort against landlord for negligent entrustment and negligent hiring in connection with Tenant’s
use of Architect and Contractor.
(b) To the extent it may lawfully do so and to the extent the following arises from Tenant’s
construction of the Improvements, Tenant shall indemnify, defend and hold harmless Landlord and
Landlord’s agents, directors, officers, employees, invitees, and contractors, from all claims,
demands, liabilities, losses, costs, damages, or expenses (including but not limited to attorneys’
fees) resulting or arising from any and all injuries to, including death of, any person or damage
to any property caused by (a) any act, omissions, or neglect of Tenant or Tenant’s directors,
officers, employees, agents, invitees, or guests, or any parties contracting with Tenant and (b)
any other accident or injury on or relating to the Premises and any sidewalk, street or other area
adjacent thereto.
10. Surrender of Improvements. The Improvements shall become the property of Landlord
at the end of the Term and shall be surrendered to Landlord upon termination of the Lease, whether
by lapse of time or otherwise
As hereby expressly amended, the Lease is ratified and confirmed to be in full force and
effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment on the dates set forth below but
effective as of the Effective Date.
| Landlord: | ||||
| XXXXX XXXXXX INCORPORATED. a Delaware corporation |
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| By: | /s/ Xxxx X. Xxxxxx Xx. | |||
| Name: | Xxxx X. Xxxxxx Xx. | |||
| Title: | Vice President | |||
| Tenant: | ||||
| TELVENT USA, INC., a Texas corporation |
||||
| By: | /s/ Xxx Xxxxxxxx | |||
| Name: | Xxx Xxxxxxxx | |||
| Title: | CFO | |||
Approved by Telvent Legal
/s/ Xxxxxx Xxxxx
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