November 5, 1998
Mr. Xxxxx Xxxxxxxx
Genisys Information Systems, Inc.
000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Re: Lease Agreement ("Lease") dated June 26,1997, by and between Xxxx Xxxx
Fund V. L.P. (successor -Interest to __________) ("Landlord") and Old
Republic National Title Insurance Company ("Tenant") for approximately
6,643 square feet of office space In the Bridgewood I Building located at
000 X. Xxx Xxxxxxx Xxxx Xxxx, Xxxxxxx, Xxxxx 00000 ("Premises")
Dear Xx. Xxxxxx:
At your request and subject to those conditions set forth in this letter,
Landlord hereby consents to your subleasing the Premises to Genisys
Information Systems, Inc, ("Sublessor")
It is, however, expressly understood and agreed that this consent in no way
relieves Tenant of any of its liability or duties under the Lease and that
Tenant shall remain fully liable for (i) the prompt payment of all rent and
other sums under the Lease, and (ii) the performance of all conditions and
covenants under the Lease. Landlord expressly reserves the right to consent to
any further or additional subleases or assignments of the Lease or the
Premises.
It is further understood and agreed that this letter and the consent contained
therein does not amend the Lease in any way and any sublease agreement between
Tenant and Sublease ("Sublease") is subordinate in all respects to the Lease.
In the event of a termination of the Lease for my reason whatsoever, the
Sublease sha11 also be terminated.
If you have any questions or comments concerning the contents of this letter,
please do not hesitate to call.
Sincerely,
/s/ Xxxx Xxxxxxx
---------------------
Xxxx Xxxxxxx
Vice President/General Manager
CB Xxxxxxx Xxxxx
acting as agent for Xxxx Xxxx Fund V, L.P.,
a Delaware Limited Partnership
Accepted and agreed To
This 4th day of November, 0000
Xxx Xxxxxxxx National Title Insurance Company
By: /s/ Xxx Xxxxxx
--------------------
Xxx Xxxxxx, Senior V.P.
AGREEMENT OF SUBLEASE
BY AND BETWEEN
OLD REPUBLIC NATIONAL- TITLE INSURANCE COMPANY
("SUBLESSOR")
GENISYS INFORMATION SYSTEMS, INC. ("SUBLESSEE")
DATED 10 - 28 - 98
THIS AGREEMENT OF SUBLEASE is entered into this ___ day of _________,
19___ , by and between Old Republic National Title Insurance Company
("SUBLESSOR") with offices at 000 Xxxx Xxx Xxxx. and Genisys Information
Systems, Inc. ("SUBLESSEE") with offices at 000 Xxxxx Xxx Xxxxxxx Xxxxxxx.
WITNESSETH:
WHEREAS, pursuant to a Lease dated June 26, 1997 between Texas Commerce
Bank N.A. ("PRIME LANDLORD") and Sublessor as Tenant, attached hereto as
Exhibit "A" ("PRIME LEASE"), Prime Landlord leased to Sublessor approximately
6,643 rentable square feet of office space located on the 3`d floor of the
Bridgewood I Building located at 000 Xxxxx Xxxx.
WHEREAS, Sublessee desires to sublease 6,643 square feet of said
Premises, as indicated on the floor plan attached hereto as Exhibit "B"
("SUBLEASE PREMISES") from Sublessor;
NOW THEREFORE, the parties hereto agree as follows:
1. SUBLEASE
Sublessor hereby subleases to Sublessee, and Sublessee hereby hires and
subleases from Sublessor, on the terms, covenants and conditions hereinafter
provided, the Sublease Premises which the parties acknowledge and agree
contains 6,643 rentable square feet.
2. TERM
The Term of this Sublease shall commence two (2) weeks after the Prime
Landlord approves this sublease in writing (the "Commencement Date") and shall
expire on July 31, 2002 (the "Termination Date") unless sooner terminated by
reason of, or pursuant to, any provision set forth herein or in the Prime
Lease.
3. RENT
Sublessee shall pay Sublessor as Rent hereunder sixty-six thousand four
hundred thirty dollars ($66,430) per year, together with the additional Rent
referred to in Article 6 of this Sublease. Sublessee shall pay the Rent in
equal monthly installments of five thousand five hundred thirty-five dollars
and eighty-three cents ($5,535.83) and the additional Rent in advance on the
first (1st) day of each month of this Term. The first four months of Rent
shall be abated.
4. USE
The Sublease Premises shall be used for general office purposes and for
no other purpose.
5. ASSIGNMENT
Sublessee shall not assign this Sublease nor sublet the Sublease
Premises, in whole or in part, without Sublessor's and Prime Landlord's prior
written consent, which consent shall not be unreasonably withheld or delayed,
as defined in the Prime Lease, and shall not permit Sublessee's interest in
this Sublease to be vested in any third party by operation of law or
otherwise.
6. ESCALATION
If any such Rent or sums shall be due to additional use by Sublessee of
electrical current in excess of Sublessor's proportionate part of additional
use in the Premises demised under the Prime Lease, such excess shall be paid
in its entirety by Sublessee. If Sublessee shall procure any additional
services from the Building, such as alterations or after-hours air
conditioning service, Sublessee shall pay for same at the rates charged
therefore by Prime Landlord and shall make such payment to Sublessor or Prime
Landlord, as Sublessor shall direct.
Any direct or other sums payable by Sublessee under this Article 6 shall
be additional Rent and collectable as such.
If Sublessor shall receive any refund under said Article 6 (rent
escalation) of the Prime Lease, Sublessee shall be entitled to the return of
so much thereof as shall be attributable to prior payments by Sublessee.
7. PRIME LEASE This Sublease is subject and subordinate to the Prime
Lease. Except as may be inconsistent with the terms hereof, all of the terms,
covenants and conditions in the Prime Lease shall be applicable to this
Sublease with the same force and effect as if Sublessor were Landlord under
the Prime Lease and Sublessee were Tenant thereunder; and in case of any
breach hereof by Sublessee, Sublessor shall have all the rights against
Sublessee as would be available to Landlord against Tenant under the Prime
Lease if such breach were made by Tenant thereunder.
8. SERVICES PROVIDED BY PRIME LANDLORD
Notwithstanding anything contained herein, the only services or right to
which Sublessee is entitled hereunder are those to which Sublessor is entitled
under the Prime Lease, and for all such services and rights Sublessee will
look to Prime Landlord under the Prime Lease. Sublessor agrees to use its
reasonable efforts to support Sublessee in any efforts to require the Prime
Landlord to provide any services under the lease in the event Prime Landlord
fails or defaults on such services.
9. SUBLESSEE'S OBLIGATIONS & SUBLESSOR'S RIGHT TO PERFORM SUBLESSEE'S
OBLIGATIONS
Sublessee, with respect to the Sublease Premises, will duly and
faithfully observe all the terms and restrictions and perform all the
obligations imposed on Sublessor as Tenant under the Prime Lease. Sublessor
shall have the right (but not the obligation) to take at the sole expense of
Sublessee, any and all actions required to be taken by Sublessee which may be
necessary to prevent a default under, or to assure complete compliance with,
the terms of this Sublease or the Prime Lease. All costs and expenses incurred
by Sublessor, including but not limited to, counsel fees for any actions taken
pursuant to this Article 9 shall be payable by Sublessee as additional Rent
within five (5) days after delivery of a statement of any such costs to
Sublessee.
If Sublessor shall be charged for additional Rent or other sums pursuant
to the provisions of the Prime Lease, including without limitation Article(s)
6 (rent escalation) thereof, Sublessee shall be liable for one hundred percent
(100%) of such additional Rent or sums as adjusted for a Base Year of 1999.
10. SUBLESSOR'S NON-LIABILITY FOR DEFAULTS BY PRIME LANDLORD
Sublessor shall not be responsible, answerable or liable to Sublessee for
or by reason of any defaults by Prime Landlord under the Prime Lease, except
as stated above.
11. SUBLESSEE NOT TO CAUSE DEFAULT
Sublessee shall, not do or permit anything to be done which would cause
the Prime Lease to be terminated or forfeited by reason of any right to
termination or forfeiture reserved or vested in Landlord under the Prime
Lease.
12. INDEMNITY FOR SUBLESSEE'S BREACH
Sublessee shall indemnify and hold Sublessor harmless from and against
all claims of any kind whatsoever by reason of any breach or default of this
Sublease on the part of the Sublessee, except for any damage caused by the
gross negligence of Sublessor.
13. SECURITY
Sublessee has paid Sublessor on the execution and delivery of this
Sublease the sum of five thousand five hundred thirty-five dollars and
eighty-three cents ($5,535.83) as security for the full and faithful
performance of the terms, covenants and conditions to be performed or observed
under this Sublease by Sublessee, including but not limited to payment of Rent
and additional Rent in default or for any other sum which Sublessor may expend
or be required to expend by reason of Sublessee's default, including any
damages or deficiency in reletting the Sublease Premises, in whole or in part,
whether such damages shall accrue before or after summary proceedings or other
re-entry by Sublessor. If Sublessee shall fully and faithfully comply with all
the terms, covenants and conditions to be performed or observed under this
Sublease, the security or any unapplied balance thereof shall be returned to
Sublessee after the time fixed as the expiration of the demise Term and after
the removal of Sublessee and surrender of possession of the Sublease Premises.
Sublessor has no obligation to Sublessee for any interest on the security
deposit.
14. CONDITION OF SUBLEASE PREMISES
Sublessee hereby accepts the Sublease Premises in their current "as is"
condition. Upon the expiration or Termination Date of this Sublease, Sublessor
shall quit and surrender the Sublease Premises "broom clean", in the same
condition as on the Commencement Date, damages not the fault of Sublessee and
ordinary wear and tear excepted, and Sublessee shall comply in all respects
with the provisions of Article 14 of the Prime Lease, as incorporated herein.
15. SURRENDER OF PREMISES
Sublessee agrees that time shall be of the essence with respect to
Sublessee's obligation to surrender possession of the Sublease Premises to
Sublessor upon the Termination Date of this Sublease, and further agrees that
in the event that Sublessee does not promptly surrender possession of the
Sublease Premises to Sublessor upon such Termination Date, Sublessor in
addition to any other rights and remedies Sublessor may have against Sublessee
for such holding over, shall be entitled to bring summary proceedings against
Sublessee
16. ENTIRE AGREEMENT
This Sublease constitutes the entire agreement between the parties hereto
and no earlier statements or prior written matter shall have any force or
effect. Sublessee agrees that it is not relying on any representations or
agreements of the other party, except those contained in this Sublease. This
Sublease shall not be modified, canceled or amended except by written
instrument subscribed by both parties.
17. SUCCESSORS
The covenants, conditions and agreements contained in this Sublease shall
bind and inure to the benefit of Sublessor and Sublessee and their respective
successors and assigns.
18. NOTICES
Any notice required or desired to be given to any party hereto shall be
given by certified mail, return receipt requested, and be addressed to the
parties hereto at their addresses set forth below:
If to Sublessor: Xx. Xxx Xxxxxx
Old Republic National Title Insurance Company
000 Xxxx Xxx Xxxx., Xxxxx 000
Xxxxxxx, Xxxxx 00000
With a copy to Prime
Landlord: KB Fund V
c/o CB Xxxxxxx Xxxxx
000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
If to Sublessee: Genisys Information Systems, Inc.
000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxx Xxxxxxxx
Sublessee shall, at all times during the Term of this Sublease, send
Sublessor copies of all notices it receives from Prime Landlord and any
government body.
19. PRIME LANDLORD'S CONSENT
This Sublease is conditioned upon Sublessor's obtaining Prime Landlord's
written consent to this Sublease. Sublessor will seek Prime Landlord's consent
pursuant to the Prime Lease. If such consent is refused or if the same is not
obtained in writing within twenty (20) days after the date hereof, then
Sublessee shall have the option to terminate this Sublease and this Sublease
shall be null and void, of no force or effect, and all sums that Sublessee
shall have paid or delivered hereunder to Sublessor shall be promptly
returned to Sublessee.
20. BROKER(S)
Sublessee covenants, warrants and represents that it has not dealt with any
broker in connection with this Sublease other than The Staubach Company
("Broker"), Partners Commercial Realty, and Sublessor agrees to pay the
commission of Broker as specified under separate agreement. Sublessor agrees to
indemnify and hold Sublessee harmless from any and all liability, damage, costs,
expenses and fees (including attorneys' fees) which Sublessee may incur or be
required to pay as a result of Sublessor's breach of the foregoing
representation and warranty.
21. TERMINATION OPTION
Sublessor waives its right to exercise the Termination Option under Item
No. 8, page 3, of the 1997 Amendment to Lease Agreement dated June 26, 1997,
unless requested to exercise the same by Sublessee. Sublessee agrees to give
notice to Sublessor of its request in writing accompanied by a check in the
amount specified in Item No. 8 referred to above no less than thirty (30)
days prior to the expiration of the Termination Option.
22. INSURANCE
Sublessee agrees to provide Sublessor with certificates of insurance in
accordance with the Master Lease Agreement prior to occupancy of the Premises
and thereafter as required by the Master Lease.
IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
signed and sealed as of the day and year first hereinbefore written.
OLD REPUBLIC NATIONAL TITLE INSURANCE
COMPANY ("SUBLESSOR")
By: /s/ Xxx Xxxxxx
--------------------------------
DATE: 10-28-98
----------------
GENISYS INFORMATION SYSTEMS, INC.
("SUBLESSEE")
BY: /s/ Xxxxx Xxxxxxxx, Vice President
---------------------------------
DATE: /s/ Oct 23,1998
--------------
THE UNDERSIGNED HEREBY CONSENTS
TO THE FOREGOING AGREEMENT:
KB FUND V ("PRIME LANDLORD")
BY:
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DATE:
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