BASIC LEASE INFORMATION
Exhibit 10.17
BASIC LEASE INFORMATION
The following Basic Information is incorporated into and made a part of this lease. Each reference in this lease to any of the Basic Lease Information shall mean the respective information set forth below and shall be construed to incorporate all of the terms provided under the particular lease paragraph(s) pertaining to such information. In the event of a conflict between any Basic Lease information and the lease, the lease shall control.
IDENTIFICATION DATE OF LEASE: 8/18/2008 X New Renewal Expansion Other
1. | Name of Building: Building I Address: 0000 Xxx Xxxx Xxxx. Austin, TX 78746 |
2. | Owner/Lessor: Xxxxxx Blackacre, Ltd. Address: 0000 Xxx Xxxx Xxxx. Austin, TX 78746 |
3. | Suite Number: 100 |
4. | Usable SF: 4,006 Add-On Factor: 18% Rentable SF: 4,727 |
Total Bldg. SF: 15,000 Pro Rata Share: 31.513%
5. | Lessee Name: WhiteGlove House Call Health, Inc. |
a) | Lessee is an individual(s), several individuals, a general partnership, a limited partnership, |
X a corporation, a joint venture, a professional association, sole proprietorship,
b) | Lessee Address for Notice: 0000 Xxx Xxxx Xxxx, Xxxxxxxx X, Xxxxx 000 |
c) | Lessee Contact Person: Phone: Fax: |
d) | Lessee Taxpayer ID#: |
6. | Xxxxx Xxxx: twenty-four (24) calendar months |
Commencement Date: 9/1/08 Expiration Date: 8/31/10
Rent and Pass Thru Commencement Date: 9/1/08 Expiration Date: 8/31/10
7. Base Rent: | Term |
Monthly Rent |
Annual Rent psf of NRA |
|||||||
From 9/1/08 To 8/31/09 | $ | 7,484.42 | $ | 19.00 | ||||||
From 9/1/09 To 8/31/10 | $ | 7,878.33 | $ | 20.00 | ||||||
Late Charge: 5% of monthly base rent. Date assessed: Five (5) days after due date. |
8. | Expense Stop: 2008 Base Year Amount per square foot per year |
(Subject to annual adjustment for actual expenses)
9. Parking: |
Number of Reserved Spaces: 6 | Rate Per Space $ 0.00 /month |
||||||
Number of Unreserved Spaces: 12 | Rate Per Space $ 0.00 / month |
10. | Security Deposit: Amount: $23,635.00 (an amount equal to last 3 months Base Rent) |
11. | Tenant Finish Out Provisions: |
a) | N/A As Is |
b) | $ N/A /sq. ft. of net rentable area allowance |
c) | $ N/A total allowance (actual amount) |
d) | Amount of overage owed by Xxxxxx $ N/A Payment Schedule: N/A |
e) | Notes: See Exhibit E |
12. | Special Conditions (Exhibit J) |
a) | Current Financials received: X Yes No |
b) | Consumer Report received: Yes No |
c) | OT HVAC charge: Yes X No: $ 0.00 per hour per zone |
d) | Notes: No other added special conditions. |
13. | Guaranty Information |
This lease is X is not (check one) guaranteed by others. The name and title of each guarantor is shown below and on the signature page(s) at the end of this lease.
14. | Lessee Signature Requirements |
Lessee is ( ) an individual(s), ( ) several individuals, ( ) a general partnership, ( ) a limited partnership, ( ) a joint venture, ( ) an unincorporated association, ( ) a professional association, ( ) sole proprietorship, 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.
15. | Broker Information: |
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Basic Lease Information for WhiteGlove
a) Listing Broker Company and Agent: Xxxx Xxxxxxx & Co., Xxxxx Xxxxx
b) Leasing Co-Broker Company and Agent: Xxx Xxx Company, Xxxxx Xxxx Xxxxxx
16. | This Basic Lease Information Form is a part of the above described lease. |
17. | Signatures: |
LESSOR | LESSEE | |||||||
Xxxxxx Blackacre, Ltd. By SDC, Inc. | WhiteGlove House Call Health, Inc. | |||||||
Its General Partner, By Spertus Investments, L.L.C. |
Printed name of company or firm | |||||||
DBA, SDC Properties, Its Agent |
||||||||
Printed name of company or firm |
||||||||
Xxxxxxx Xxxxxxxx |
Xxxxxx Xxxxxx | |||||||
Printed name of person signing |
Printed name of person signing | |||||||
/s/ Xxxxxxx Xxxxxxxx |
/s/ Xxxxxx Xxxxxx | |||||||
Authorized Person’s Signature |
Authorized Person’s Signature | |||||||
President |
CEO | |||||||
Title of person signing |
Title of person signing | |||||||
20 Aug 2008 |
8/19/08 | |||||||
Date signed (must be filled in) |
Date signed (must be filled in) |
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INDEX TO OFFICE LEASE
XXXXXX BLACKACRE, LTD. (Lessor) and
WhiteGlove House Call Health, Inc. (Lessee)
SECTION | TITLE | Lease Page | ||||
1.1. |
The Leased Premises |
5 | ||||
1.2. |
Use |
5 | ||||
1.3. |
Usable area |
5 | ||||
1.4. |
Rentable area |
5 | ||||
2.1. |
Base Rent and Additional Rents |
5 | ||||
3.1. |
Date and place of payment |
5 | ||||
3.2. |
Late payments |
6 | ||||
3.3. |
Security deposit |
6 | ||||
4.1. |
Term, commencement, and anniversary |
6 | ||||
4.2. |
Acknowledgment of lease |
|||||
4.3. |
Delivery of possession |
|||||
5.1. |
Tenant finish-out |
6 | ||||
6.1. |
Quiet possession |
6 | ||||
7.1. |
Utilities and services by Lessor |
7 | ||||
7.2. |
Utilities and services by Lessee |
7 | ||||
7.3. |
Interruption of utilities or services |
7 | ||||
7.4. |
Extra electricity |
7 | ||||
7.5. |
Extra heating or air conditioning |
|||||
8.1. |
Maintenance and repairs by Lessor |
7 | ||||
8.2. |
Maintenance and repairs by Lessee |
8 | ||||
8.3. |
Telecommunications |
8 | ||||
9.1. |
Access, keys, locks, and security |
8 | ||||
9.2. |
Parking |
8 | ||||
10.1. |
Occupancy, nuisance, and hazards |
9 | ||||
11.1. |
Taxes |
9 | ||||
12.1. |
Insurance |
9 | ||||
12.2. |
Waiver of subrogation |
9 | ||||
12.3. |
Indemnification |
10 | ||||
13.1. |
Alterations by Lessee |
10 | ||||
13.2. |
Americans with Disabilities Act |
10 | ||||
14.1. |
Removal of property by Lessee |
10 | ||||
15.1. |
Subletting and assignment |
11 | ||||
16.1. |
Destruction by fire or other casualty |
11 | ||||
17.1. |
Condemnation |
11 | ||||
18.1. |
Default by Lessor |
12 | ||||
19.1. |
Default by Lessee |
12 | ||||
20.1. |
Lien for rent |
14 | ||||
21.1. |
Attorney’s fees, interest, and other expenses |
14 | ||||
22.1. |
Nonwaiver |
14 | ||||
23.1. |
Building rules |
14 | ||||
24.1. |
Transfer of ownership by Lessor |
14 | ||||
25.1. |
Mortgages |
14 | ||||
26.1. |
Surrender of premises |
15 | ||||
27.1. |
Holding over |
15 | ||||
28.1. |
Signs and building name |
15 | ||||
28.2. |
Relocation of Lessee |
15 | ||||
29.1. |
Notices |
15 | ||||
30.1. |
Estoppel certificates |
15 |
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31.1. |
Successors |
16 | ||||
31.2. |
Leasing agent commissions |
16 | ||||
32.1 |
Building Operating Expenses |
16 | ||||
33.1. |
Representations and warranties by Lessor |
16 | ||||
34.1. |
Representations and warranties by Lessee |
16 | ||||
35.1. |
Place of performance |
16 | ||||
36.1. |
Miscellaneous |
16 | ||||
37.1. |
Special conditions |
17 | ||||
38.1. |
Exhibit list |
17 | ||||
39.1. |
Lease dates and authority to sign |
18 |
Exhibit Page | ||||||
Exhibit A |
Floor Plan of Lessee’s Leased Premises (paragraph 1.1.) |
19 | ||||
Exhibit A-l |
Parking Garage Plan |
20 | ||||
Exhibit B |
Legal Description of Office Building (paragraph 1.1.) |
21 | ||||
Exhibit C |
Building Operating Expenses Pass Through Calculations (paragraphs 2.1. and 32.1.) |
22 | ||||
Exhibit D |
Acknowledgment of Lease (paragraph 4.2.) |
24 | ||||
Exhibit E |
Construction by Lessor (paragraph 5.1.) |
26 | ||||
Exhibit F-l |
Office Building Parking Rules (paragraph 9.2.) |
27 | ||||
Exhibit F-2 |
Office Building Rules (paragraphs 9.2. and 23.1.) |
28 | ||||
Exhibit G |
Estoppel Certificate (paragraph 30.1.) |
31 | ||||
Exhibit H |
Intentionally Deleted |
33 | ||||
Exhibit I |
Certificate of Corporate Resolution Authorizing Lease or Guaranty (paragraphs 37.1 & 39.1) |
34 | ||||
Exhibit J |
Special Conditions (paragraph 37.2.) |
35 | ||||
Exhibit K |
Hazardous Materials Statement |
36 | ||||
Exhibit L |
Acknowledgment of Receipt of Agency Disclosure |
37 |
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OFFICE LEASE
This is a Lease Agreement made and entered into between Xxxxxx Blackacre, Ltd., as “Lessor”, and WhiteGlove House Call Health. 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 suite(s) 100, representing the Leased Premises outlined and shaded on the floor plan contained in Exhibit A. Such space is located in Building I (the “Building”) on a tract of land, legally described in Exhibit B. The street address of the Building is 0000 Xxx Xxxx Xxxx, Xxxxxxxx X, Xxxxxx, Xxxxx 00000.
1.2. USE. The Leased Premises may be used only for general office purposes and for those set forth below in Section 1.2. The name of Xxxxxx’s business is WhiteGlove House Call Health. Inc., Whiteglove House Call Health, Inc. is a home health care provider with a staff of nurses that make off-site visits to clients. They will transport blood and possibly other bodily fluids/tissues to the office for preparation to then be transported to laboratories off-site for testing.
1.3. USABLE AREA. Xxxxxx’s approximate “usable area” 4,006 square feet. The Leased Premises are 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 Leased Premises.
1.4. RENTABLE AREA. Lessee’s approximate “rentable area” is 4,727 square feet. It consists of Xxxxxx’s “usable area” as defined above, plus Lessee’s prorata share of the Building common areas as set forth 18%. 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.
2.1. BASE RENT AND ADDITIONAL RENTS. Lessee shall pay to Lessor a monthly “Base Rent” specified in the Basic Lease Information #7 in the sum(s) specified in the Basic Lease Information #7. The monthly Base Rent is subject to adjustment as provided in paragraph 32.1. “Additional Rent” (representing Xxxxxx’s prorata share of Building Operating Expenses over the Expense Stop) shall be paid in accordance with paragraph 32.1. Building Operating Expenses up to such expense stop amount shall be paid by Xxxxxx. No Additional Rents shall be charged to Lessee for 2008.
3.1. DATE AND PLACE OF PAYMENT. The monthly rent shall be due on the first day of each calender month without demand for the months in the year 2008 The monthly rent and one-twelfth of Lessee’s Additional Rent, if any, under paragraph 32.1 shall be due on the first day of each calendar month without demand starting in the year 2009. 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 Xxxxxx. 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.
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3.2. LATE PAYMENTS. If any rent payment or other sum due by Lessee to Lessor is received and accepted by Lessor later than five (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. Late charges shall be considered liquidated damages for Lessor’s time, inconvenience, and overhead (except for attorney’s fees and litigation costs) in collecting rent. 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 Xxxxxx’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 $50.00. 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 cash in the sum $23,635.00 to secure performance of Xxxxxx’s obligations under this lease. Lessor shall have a lien on the security deposit for that purpose. If Xxxxxx 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. In lieu of a cash security deposit, Lessee may furnish Lessor at time of execution of this lease an irrevocable letter of credit in the sum N/A on a financial institution in Austin, Texas, expiring no sooner than the lease expiration date. Lessor may draw against such letter of credit by affidavit stating the amount due and unpaid by Xxxxxx and the nature of Xxxxxx’s default under this lease. If the letter of credit is not renewed or extended 30 days before its expiration date, Lessor may by affidavit draw down the entire amount to serve as a cash security deposit. 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, POSSESSION, AND ANNIVERSARY. The initial lease term shall be for the number of full calendar months from commencement date, plus the remainder of the last month. The commencement date of this lease shall be the earlier of (a) the date September 1, 2008, (b) the date Lessee opens for business in the Leased Premises, or (c) ten (10) days after Lessor delivers possession of Lessor’s Leased Premises to Lessee and gives Xxxxxx written notice that Lessor’s work (as described in Exhibit E) is substantially complete. In the event the Leased Premises are not available for Xxxxxx’s occupancy by September 1, 2008, then the Lessee may, at Xxxxxx’s option, terminate the Lease and receive its security deposit and any pre-paid rent back immediately.
5.1. TENANT FINISH-OUT. (Check one):
¨ | (a) Lessor shall provide no tenant finish-out or improvements since Lessee has taken the Leased |
Premises “as is”.
x | (b) Lessor shall perform any special construction described in Exhibit E. Costs of tenant finish-out or special construction shall be paid for pursuant to such exhibit. |
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 the Leased Premises, subject to the terms and conditions of this lease. Lessee shall have access to the Building parking garage, if applicable 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.
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7.1. UTILITIES AND SERVICES BY XXXXXX. Except where otherwise stated in this lease, Lessor shall pay for and furnish to Lessee the following utilities and services and no others, subject to paragraph 32.1 regarding Xxxxxx’s payment of Xxxxxx’s prorata share of Building Operating Expenses above the Expense Stop.
(a) | Common Area air conditioning and heating as reasonably required for comfortable use and occupancy under normal office conditions from 7:00 a.m. to 6:00 p.m. on Monday through Friday, and from 8:00 a.m. to 12:00 p.m. on Saturday, but not on Sunday. New Year’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving or Christmas so long as these times and dates comply with present and future governmental laws or guidelines, including utilities such as electricity, gas, and water necessary for operation of same; |
(b) | water and wastewater services; |
(c) | janitorial and cleaning services; |
(d) | electrical current for areas of the Building and common areas; |
(e) | trash collection services (dumpster or garbage cans); |
(f) | pest control services as needed in the reasonable judgment of Xxxxxx; |
(g) | landscaping and parking lot maintenance services; |
(h) | repair and maintenance services pursuant to paragraph 8.1; |
(i) | replacement of fluorescent light bulbs and ballasts in Building standard lighting fixtures (but not incandescent light bulbs for nonstandard fixtures or for Xxxxxx’s tamps); and |
(j) | elevator service, if there is an elevator in the Building. |
7.2. UTILITIES AND SERVICES BY XXXXXX. Lessee shall pay for all utilities and services not expressly furnished by Lessor under paragraph 7.1. The Leased Premises is submetered for electricity and Lessor reserves the right to submeter for water. Any submetering shall be billed to and paid by Xxxxxx directly from, and to, the utility provider. If the water bill from the utility company includes wastewater charges, Lessee’s liability for water submetering shall include corresponding costs (if any). In the event water is submetered, the Lessee shall be responsible still be responsible to pay for its share of common area water and wastewater charges.
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 reasonable efforts to have such utilities and services restored as soon as reasonably possible.
7.4. EXTRA ELECTRICITY. There shall be no extra electricity charges for typewriters, facsimile machines, word processors, dictating equipment, adding machines, desk top calculators, lamps, or other standard 110 volt office equipment. However, Lessee shall pay Lessor monthly, as billed, for charges which are separately metered or which Lessor may reasonably compute for electricity utilized by Lessee for the following purposes: x-ray machines, hotplates, electric heaters, 220 volt equipment, computers (other than desktop or word processor computers), or other electrical service not standard for the Building.
8.1. MAINTENANCE AND REPAIRS BY LESSOR. Lessor shall repair and/or replace, as needed, the following items as a Building Operating Expense under paragraph 32.1, so long as they are building standard items: light bulbs, ballasts, and fixtures; plumbing; hardware; appliances; doors; and wall and window coverings. Lessor shall use reasonable 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.
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8.2. MAINTENANCE AND REPAIRS BY LESSEE. Lessee shall promptly reimburse Lessor for the cost of repairing or replacing non-building standard items and the cost of repairing or replacing damage which is caused inside the Leased Premises by Lessee, Lessee’s agents, employees, family, or licensees, invitees, visitors, or customers or outside the Leased Premises by Lessee or Lessee’s employee’s, agents, or contractors. Cost of repair shall include 5% for supervision fee. 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 non-building standard light bulbs and for unstopping any drains or water closets in the Leased Premises. If Lessee or Xxxxxx’s workmen or contractors are permitted to repair, alter, or modify the Leased Premises, Lessee shall warrant that no mechanic or materialman’s lien shall be filed against the Leased Premises and that all such contractors shall provide evidence of liability insurance as required by Lessor. All such work shall be performed in a good and workmanlike manner and in accordance with applicable governmental requirements.
8.3. TELECOMMUNICATIONS. All telecommunications equipment necessary to serve Lessee shall be located in the Leased Premises 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. Lessee may not require Lessor to install or allow others to install telecommunication lines or equipment elsewhere in the Building. Lessee expressly waives any rights to require same under any circumstances.
9.1. ACCESS, KEYS, LOCKS, AND SECURITY. (a) Access. Lessee shall have access to the Leased Premises at all times. Lessor shall have access to the Leased Premises 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 Xxxxxx’s remedies in case of default by Xxxxxx. Lessor may show the Leased Premises ninety (90) days before the lease expiration date or the date Lessee gives Lessor notice to vacate, whichever is earlier. Lessor shall not be liable to Lessee for the exercise of Xxxxxx’s rights under this Paragraph 9.1(a) and Lessee hereby waives any claims for any injury, inconvenience or interference with Xxxxxx’s business, any loss of quiet enjoyment, or any other loss occasioned thereby.
(b) Keys. Lessor shall furnish Lessee up to eight (8) keys or access codes or cards for the Leased Premises, up to eight (8) keys or access codes or cards for the main exterior entry doors of the Building if such door is locked after hours, and two (2) keys or access codes or cards to Lessee’s mailbox in the Building. An initial deposit of $10.00 shall be charged for each mailbox key and office key, or access card. Additional or replacement keys or access codes or cards shall be furnished at the same deposit charged to all other tenants in the Building at the time of Xxxxxx’s request. Lessor shall not be liable for risk of loss resulting from Xxxxxx’s keys, access codes, or cards being stolen, 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 Leased Premises are changed, Lessor may specify kind and brand of locks, placement, installation, master key compatibility, etc. If Lessee or any of Lessee’s employees lock themselves out of Xxxxxx’s suite, said person must call a fellow-employee to gain access. Neither Lessor nor the management company personnel are authorized to unlock a door after hours except for emergency or cleaning purposes, to show the premises to prospective tenants, purchases or inspectors, or perform maintenance and repairs.
(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 Leased Premises doors when the last person leaves such Leased Premises for the day.
9.2. PARKING. (a) Lessor shall have sole control over parking. Parking rules, if applicable, are contained in attached Exhibit F-1. If vehicles are parked in violation of Lessor parking rules or in violation of state statutes, Lessor may exercise vehicle removal remedies under Article 6701g-2 of the Texas Civil Statutes upon compliance with statutory notice. There shall be no reserved parking spaces unless agreed in writing by Xxxxxx. If applicable, Lessee and Lessee’s employees and customers shall have exclusive right to park in Lessee’s assigned parking spaces which are shown on the map contained in Exhibit A-1.
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10.1. OCCUPANCY, NUISANCE, AND HAZARDS. The Leased Premises shall be occupied only by Lessee or Lessee’s employees and shall not be left entirely vacant or used exclusively for storage. Lessee and Xxxxxx’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 Xxxxxx’s obligation to pay Lessor for Xxxxxx’s share thereof, on a prorata square foot basis, as Additional Rent pursuant to paragraph 32.1. Lessee shall timely pay all taxes assessed against Xxxxxx’s furniture, equipment, fixtures, or other personal property in the Leased Premises.
(a) Lessor. Lessor shall maintain (1) fire and extended coverage insurance, including vandalism and malicious mischief, on the Building, and (2) comprehensive general liability insurance. The amounts shall be as required by Xxxxxx’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 Xxxxxx.
(b) Lessee. Lessee shall provide Lessee’s own public liability insurance for its operations on the Leased Premises in an amount equal to the minimum “primary coverage” amount required by Lessor’s insurance carrier as a condition for purchasing umbrella liability insurance by Lessor. In no event shall such coverage be less than $2,000,000. 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 by Lessee’s carrier for “primary coverage” under an umbrella liability policy. Lessee is encouraged to maintain fire and extended coverage insurance (including theft, vandalism and malicious mischief) on the contents in the Leased Premises, 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 the Leased Premises or any portion thereof. Xxxxxx and Xxxxxx’s managing agent (if any) shall be named as additional insureds on Xxxxxx’s liability insurance policy. Upon written request by Xxxxxx, changes in the name of Lessor or Xxxxxx’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.
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12.3. INDEMNIFICATION. Lessee and its agents, employees, representatives, contractors, licensees and invitees hereby waive all claims against, and agree to indemnify, defend and hold harmless Lessor for damage to any property or injury to, or death of, any person in, upon, or about the Leased Premises, arising at any time and from any cause other than solely by reason of the gross negligence or willful misconduct of Lessor, its agents, employees, representatives, or contractors. Without limiting the generality of the foregoing, Lessor shall not be liable for any injury or damage to persons or property resulting from the condition or design of, or any defect in the Building or its mechanical systems or equipment which may exist or occur or from any fire, explosion, falling plaster, steam, gas, electricity, water, rain, flood, snow, or leaks from any part of the Leased Premises or from the pipes, appliances, plumbing works, roof, or subsurface of any floor or ceiling, or from the street or any other place, or by dampness or by any other similar cause unless the same is caused solely by the gross negligence or willful misconduct of Lessor, its agents, employees, representatives or contractors. Lessor shall not be liable for any such damage caused by other tenants or persons in the Building or by occupants of adjacent property thereto, or by the public, or caused by construction (unless caused solely by the gross negligence or willful misconduct of Lessor) or by any private, public or quasi-public work. Lessee, for itself and its agents, employees, representatives, contractors, successors, assigns, invitees, licensees and visitors, expressly assumes all risks of injury or damage to person or property, whether proximate or remote, resulting from the condition of the Leased Premises or any part thereof. Xxxxxx’s foregoing indemnity shall include attorneys’ fees, investigation costs, and all other reasonable costs and expenses incurred by Lessor in any connection therewith. The provisions of this Paragraph 12.3 shall survive the expiration or termination of this lease with respect to any damage, injury, or death occurring before such expiration or termination.
13.1. ALTERATIONS BY XXXXXX. Lessee may not make any alterations, improvements, doorlock changes, or other modifications of any kind to the Leased Premises without Xxxxxx’s written consent. Consent for governmentally required changes 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 Xxxxxx’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 Xxxxxx’s permission, Lessee shall not allow any liens to be placed against the Building as a result of such additions or alterations. Alterations, improvements, and modifications done at Xxxxxx’s request shall comply with all applicable laws. Changes in Lessee’s alterations or improvements in Lessee’s space which may be later required by governmental action shall also be paid for by Xxxxxx.
13.2. AMERICANS WITH DISABILITIES ACT. Lessor shall be responsible for any requirements under the Americans with Disabilities Act or similar state or local laws as relate to any common area entrance and exit doorways and elevators and any doors into the Leased Premises and to structural Building items that Lessor is required to maintain under the terms of this lease. Xxxxxx agrees to cooperate fully with Lessor to enable Lessor to timely comply with the provisions of this paragraph and to immediately forward to Lessor any notice Lessee receives regarding complaints, injuries, or claims by anyone claiming that those items which are the responsibility of Lessor do not comply with the provisions of the Americans with Disabilities Act. Except as expressly set forth above, Lessee solely shall be responsible for any requirements under the Americans with Disabilities Act or other architectural barrier laws as they relate to Xxxxxx’s use or occupancy of the Leased Premises, including, but not limited to, the positioning of Xxxxxx’s furnishings within the Leased Premises. Xxxxxx agrees to indemnify Lessor for any liability Lessor shall incur as a result of Xxxxxx’s failure to comply with the provisions of this paragraph.
14.1. REMOVAL OF PROPERTY BY XXXXXX. 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 Xxxxxx’s removal of any property.
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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 may be withheld in Xxxxxx’s sole discretion. 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. However, if Lessor gives such approval, Lessor shall be entitled to any excess between Lessee’s rental per square foot under the lease and the rental per square foot under the sublease or assignment, and any other consideration flowing directly or indirectly from the sublessee or assignee to Lessee or Lessee’s agents other than sales proceeds or consideration related to the sale of the business or stock. 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 $1,000 for such additional administrative, investigative, and management services. Violation of this lease by sublessees or assignees shall be deemed a violation by Xxxxxx. 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 Xxxxxx, any Sublessee 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. At any time, Lessor may, at Lessor’s option, release Lessee from further liability for all or any portion of The Leased Premises that has been subleased or assigned to a third party; and Lessor may terminate the lease to the extent that it applies to such space.
16.1. DESTRUCTION BY FIRE OR OTHER CASUALTY. (a) Total destruction, rent abatement, and restoration. If the Leased Premises is totally damaged by fire or other casualty so that it cannot reasonably be used by Xxxxxx 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 Building Operating Expenses until the Leased Premises is restored by Lessor.
(b) Partial destruction, rent abatement, and restoration. If the Leased Premises 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 Xxxxxx’s obligation to pay office Building Operating Expenses which fairly and reasonably corresponds to the time and extent to which the Leased Premises 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, Xxxxxx shall continue business to the extent practical in Lessee’s reasonable judgment
(d) Lease termination. If the Leased Premises or the Building is so badly damaged that restoration and repairs are not completed within 45 days 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. If the term of the Lease is extended via an amendment, the time allowed for Lessor’s restoration and repair of the Leased Premises or the Building as described in the Section 16.1(d) shall increase from 45 days to 180 days.
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19.1. DEFAULT BY XXXXXX. 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 sums due by Lessee under this lease within seven (7) days after written demand therefor by Lessor; provided however, Lessor shall not be required to provide written notice of failure to pay rent or other sums due by Lessee more than twice in any period of twelve (12) months; (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; (6) failure to comply with any other provision of the lease (including rules) if such failure to comply continues for thirty (30) days after delivery of written notice by Lessor to Lessee. However, if such failure cannot reasonably be cured within such thirty (30) day period, Lessee shall not be in default hereunder if Lessee commences curative action within such thirty (30) day period, diligently pursues the curative action and fully cures the failure within sixty (60) days after delivery of written notice of such failure by Lessor to Lessee; (7) if Lessee is a corporation, partnership or limited liability company, Lessee dissolves or liquidates or otherwise fails to maintain its corporate, partnership or limited liability company structure, as applicable; (8) the Leased Premises become vacant, deserted, or abandoned for more than thirty (30) consecutive days; (9) any petition is filed by or against Lessee or any guarantor of this lease under any present or future section or chapter of the Bankruptcy Code, or under any similar law or statute of the United States or any state thereof (which, in the case of an involuntary proceeding, is not permanently discharged, dismissed, stayed, or vacated, as the case may be, within sixty (60) days of commencement), or if any order for relief shall be entered against Lessee or any guarantor of this lease in any such proceedings; (10) Lessee or any guarantor of this lease becomes insolvent or makes a transfer in fraud of creditors or makes an assignment for the benefit of creditors; or (11) a receiver, custodian, or trustee is appointed for the Leased Premises or for all or substantially all of the assets of Lessee or of any guarantor of this lease, which appointment is not vacated within sixty (60) days following the date of such appointment.
(b) 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 Xxxxxx’s rent is accelerated under subparagraph (d) below, relating to unlawful early move-out.
(c) Acceleration after notice of rental delinquency. If Lessee is in default for nonpayment of rent or other sums due and if Xxxxxx fails to pay same in full within 3 days after Lessor delivers to Lessee or to the Leased Premises a written notice of Xxxxxx’s intent to accelerate, then, to the extent permitted by applicable law, 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 Xxxxxx 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.
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(d) 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, then, to the extent permitted by applicabale law, all remaining 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.
(e) Termination of possession. If Lessee is in default as defined in subparagraph (a) above, Lessor may (with or without demand for performance) enter upon and take possession of the Leased Premises without terminating the lease and without being liable to prosecution or any claim for damages therefor and Xxxxxx will immediately surrender possession of the Leased Premises to Lessor. 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.
(f) Reletting costs. If Lessor terminates Lessee’s right of possession without terminating this lease and Lessee’s space is released, 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 the Leased Premises, (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.
(g) Mitigation by Xxxxxx. Upon eviction or voluntary vacation of the Leased Premises by Xxxxxx 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 Xxxxxx and subsequent rentals received by Xxxxxx from other tenants of the Leased Premises, less lawful deductions and expenses of reletting.
(h) 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.
(i) Damages. In addition to other remedies, Lessor may recover actual damages incurred,
(j) Cure of Default. Upon the occurrence of a default by Xxxxxx, Lessor may, without judicial process and without having any liability therefor, enter upon the Leased Premises and do whatever Lessee is obligated to do under the terms of this lease and Xxxxxx agrees to reimburse Lessor on demand for any expenses which Lessor may incur in effecting compliance with Xxxxxx’s obligations under this lease, and Xxxxxx further agrees that Lessor shall not be liable for any damages resulting to Lessee from such action, WHETHER CAUSED BY THE NEGLIGENCE OF LESSOR OTHERWISE.
(k) Cummulative Rights. The rights granted to Lessor in this Paragraph 19.1 shall be cumulative of every other right or remedy provided in this lease or which Lessor may otherwise have at law or in equity or by statute, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies or constitute a forfeiture or waiver of rent or damages accruing to Lessor by reason of any default under this lease.
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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 usable for Lessee’s intended 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 Leased Premises 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) deposited in the United States mail, certified mail, return receipt requested, postage prepaid and addressed to the party to be notified at such party’s mailing address. 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 the Leased Premises under this lease. However, if Xxxxxx moves out, it shall be Xxxxxx’s last address known by Xxxxxx. Hand delivered notice is required only when expressly required in the lease. Notice deposited in the mail in the manner hereinabove described shall be effective upon such deposit. Notice given by noncertified mail or in any other manner shall be effective only if and when 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 Xxxxxx, Lessee shall execute and deliver to Lessor the estoppel certificate attached as Exhibit G. The form in Exhibit G may be changed 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. Reasonable modifications in the form may be made as requested by a prospective lienholder or purchaser. 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
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have been prepaid, (3) the statements contained in the estoppel certificate form (Exhibit G) 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 Lessee and may conclusively assume no Lessor defaults within the 120 days following Lessee’s receipt of Lessor’s request for an estoppel certificate.
31.2. 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.
(b) Lessor and Lessee each agree that each provision of this lease for determining charges, amounts and Additional Rent payable by Lessee (including, without limitation payments for Building Operating Expenses) is commercially reasonable and, as to each such charge or amount, constitutes a “method by which the charge is to be computed” for the purposes of Section 93.012 of the Texas Property Code.
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REQUIREMENT, OR PROVISION OF THIS LEASE, OR (3) RELEASE LESSEE FROM ALL OR PART OF THIS LEASE, UNLESS SUCH ACTION IS IN WRITING AND SIGNED BY BOTH PARTIES TO THIS LEASE.
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 rentals previously paid to present Owner accordingly, but not to terminate the lease. The lease shall not be construed against either party more or less favorably by reason of who drafted the lease or changes in the lease. 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. Whenever the period of time is herein prescribed for action to be taken by Lessor or Lessee, Lessor or Lessee shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to force majeure, which term shall include strikes, riots, acts of God, shortages of labor or materials, war, governmental approvals, laws, regulations, or restrictions, or any other cause of any kind whatsoever which is beyond the reasonable control of Lessor or Lessee. Provided, however, force majeure shall not excuse or delay Xxxxxx’s obligation to timely pay rent or any other amount due under this lease.
37.1. SPECIAL CONDITIONS. Additional provisions of this lease are set forth in Exhibit J.
Exhibit A |
Floor Plan of Lessee’s Leased Premises (paragraph 1.1) | |
Exhibit A-l |
Parking Garage Plan | |
Exhibit B |
Legal Description of Office Building (paragraph 1.1) | |
Exhibit C |
Building Operating Expense Passthrough Calculations (paragraphs 2.1 and 32.1) | |
Exhibit D |
Acknowledgment of Lease (paragraph 4.2) | |
Exhibit E |
Construction by Lessor (paragraph 5.1) | |
Exhibit F-l |
Parking Rules (paragraphs 9.2 and 23.1) | |
Exhibit F-2 |
Building Rules (paragraph 23.1) | |
Exhibit G |
Estoppel Certificate (paragraph 30.1) | |
Exhibit J |
Special Conditions (paragraph 37.2) | |
Exhibit K |
Hazardous Materials Statement | |
Exhibit L |
Acknowledgment of Receipt of Agency Disclosure |
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LESSOR: | LESSEE: | |||
Xxxxxx Blackacre, Ltd., By SDC, Inc., Its General | WhiteGlove House Call Health, Inc. | |||
Partner, By Spertus Investments, L.L.C. | ||||
DBA, SDC Properties, Its Agent | ||||
Printed name of company or firm (if applicable) | Printed name of company or firm | |||
XXXXXXX XXXXXXXX |
XXXXXX XXXXXX | |||
Printed name of person signing |
Printed name of person signing | |||
/s/ XXXXXXX XXXXXXXX |
/s/ XXXXXX XXXXXX | |||
Signature | Signature | |||
PRESIDENT | CEO | |||
Title of person signing (if applicable) | Title of person signing (if applicable) | |||
20 Aug 2000 |
8/19/08 | |||
Date signed (Please initial all pages and exhibits) | Date signed (Please initial all pages and exhibits |
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EXHIBIT A
FLOOR PLAN OF XXXXXX’S LEASED PREMISES
(see paragraph 1.1 of lease)
The parties agree that the floor plan below is a true and correct diagram of the Leased Premises referred to in paragraph 1.1.
Building I, Suite Suite 100
4,006 USF/ 4,727 RSF
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EXHIBIT A-1
PARKING GARAGE PLAN FOR BUILDING I
(see paragraph 9.2)
0000 Xxx Xxxx Xxxx, Building I
Diagram below indicates Lessee’s allotted reserved parking spaces.
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EXHIBIT B
LEGAL DESCRIPTION OF OFFICE BUILDING
(see paragraph 1.1 of lease)
Condominium Unit 1, 5300 BEE CAVE, and the space encompassed by the boundaries thereof, the limited common elements appurtenant thereto, together with an undivided interest in the general common elements located in and being part of 5300 BEE CAVE, a condominium project in Xxxxxx County, Texas, as fully described in and as located, delineated and as defined in the Condominium Declaration of 5300 BEE CAVE, together with the survey plat, by laws and exhibits attached thereto, recorded in Volume 12977, Page 635 and amended in Volume 12998, Page 1262, et seq., of the Real Property Records of Xxxxxx County, Texas.
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EXHIBIT C
Page One of Two
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 Xxxxxx’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 XXXXXX 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 Xxxxxx’s monthly payments of estimated expenses over Xxxxxx’s expense stop figure were too much, Lessor shall promptly credit to Lessee the excess amount paid by Xxxxxx. If it is determined that actual Building Operating Expenses were more than estimated expenses and that Xxxxxx’s monthly payments of estimated expenses over Xxxxxx’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. Payment may be made prior to or with the next scheduled rental payment, bat not later. 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 Building and on-site personal property used in operation of the Building in such period; common area electricity; water & wastewater; 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, roof repairs, window replacement, and other maintenance expenses; licenses; permits; advertising; maintenance salaries and bonuses; payroll taxes; management office overhead and management fees; and all other managerial, administrative 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 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; 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 Expenses” 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 prorate 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 invoices and actually paid.
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EXHIBIT C (cont’d)
Page Two of Two
(d) DEFINITION OF PRORATA SHARE. Xxxxxx’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 Basic Lease Information #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, Xxxxxx may examine or audit Lessor’s accounting records for Building Operating Expenses for the year immediately preceding and other data used in calculating Additional Rents or rent adjustments. Examination or audit of Building Operating Expenses for a particular year may be conducted no later than 120 days after Xxxxxx’s receipt of a reconciliation notice or statement of Building Operating Expenses for that year. If not examined or audited within the 120 day period, such reconciliation shall be deemed as accepted and agreed to by all parties.
(g) CAP ON EXPENSES: Notwithstanding anything herein to the contrary it is agreed that in no event will the Building Operating Expenses be increased by more than 5% on Controllable Expenses in any calender year over the Building Operating Expenses for the preceding year. For the purposes of this Office Lease, Controllable Expenses are described as Operating Expenses which are within the reasonable control of the Lessor, but specifically excluding taxes, utilities, costs associated with providing security, insurance, costs incurred to comply with governmental requirments and wages and salaries affected by the minimum wage.
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EXHIBIT D
Page One of Two
ACKNOWLEDGMENT OF LEASE
(TO BE SIGNED AT MOVE-IN)
The undersigned parties acknowledge that the lease described below is in full force and effect and that Xxxxxx has taken possession of the space.
Date of lease: | September 1, 2008 | |||
Lessor: | Xxxxxx Blackacre, Ltd. | |||
Lessee: | WhiteGlove House Call Health, Inc. | |||
Building name: | Building I | |||
Suite No.: | Suite 100 | |||
Building address: | 0000 Xxx Xxxx Xxxx, Xxxxxxxx X | |||
City/County/State/Zip: | Austin / Xxxxxx / Texas / 78746 | |||
Legal description of property: | See Exhibit B of Lease |
The commencement date, annual anniversary date, and ending date of the initial lease term as defined in paragraph 4.1 of above lease are as follows:
Commencement date (month, day, year): |
Annual Anniversary date (month, day): |
Ending date (month, day, year): |
The parties acknowledge that the lease has not been amended or modified and that this acknowledgment may be filed of record with the Texas Secretary of State or the county where the Building is located in order to record (1) Xxxxxx’s possession rights to the Leased Premises, and (2) Lessor’s contractual landlord lien rights over all personal property therein and any security deposit posted by Xxxxxx. The entire lease is hereby affirmed and incorporated herein. The lease will cease to be an encumbrance to Xxxxxx’s title if Lessor files an affidavit of record, stating that Xxxxxx no longer occupies the premises and that Xxxxxx’s right of possession has been lawfully terminated.
LESSOR (To be signed at move-in)
Xxxxxx Blackacre, Ltd., By SDC, Inc. Its General |
XXXXXX (To be signed at move-in)
| |||
Partner, By Spertus Investments, L.L.C. |
||||
DBA, SDC Properties, Its Agent |
WhiteGlove House Call Health, Inc. | |||
Printed name of company or firm (if applicable)
XXXXXXX XXXXXXXX |
Printed name of company or firm (if applicable) | |||
Printed name of person signing
|
Printed name of person signing | |||
Signature
PRESIDENT |
Signature | |||
Title of person signing (if applicable)
|
Title of person signing (if applicable) | |||
Date signed |
Date signed |
22
EXHIBIT D (cont’d)
Page Two of Two
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on by on behalf of the above stated XXXXXX and in the above stated capacity.
Notary Public for the State of Texas | ||||
Printed name of notary | ||||
My commission expires |
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on by on behalf of the above stated XXXXXX and in the above stated capacity.
Notary Public for the State of Texas | ||||
Printed name of notary | ||||
My commission expires |
23
EXHIBIT E
CONSTRUCTION BY XXXXXX
(see paragraph 5.1 of lease)
Lessor |
Xxxxxx Blackacre, Ltd. | |
Lessee |
WhiteGlove House Call Health. Inc. | |
Date of lease |
June 29, 2006 | |
Leased Premises |
Suite 100 | |
Building name / address |
Building I / 0000 Xxx Xxxx Xxxx / Xxxxxx, Xxxxx 00000 |
Xxxxxx agrees to lease Suite Suite 100 with the following improvements listed below:
Improvements:
Prior to the Commencment Date of this Lease, Lessor will, at Xxxxxx’s expense:
1. | Repair walls, as needed, and repaint the interior walls of the Premises. |
2. | Commerically clean the carpet in the Premises. |
3. | Replace any broken or stained celing tile and burned out bulbs or light fixtures. |
24
EXHIBIT F-l
OFFICE BUILDING
PARKING RULES
(see paragraph 9.2 of lease)
It is the desire of Lessor to maintain and operate the parking garage and parking areas in an orderly manner. The following rules and regulations apply to all tenants in the Building and their agents, employees, family, licensees, invitees, visitors, and contractors unless otherwise stated. Lessor reserves the right to rescind these rules, make reasonable changes, or make other reasonable rules and regulations for the safety, care, and cleanliness of the parking garage, if applicable, and parking areas and for the preservation of good order.
25
EXHIBIT F-2
Page One of Three
OFFICE BUILDING RULES
(see paragraphs 9.2 and 23.1 of lease)
XXXXXX AGREES TO PROVIDE A COPY OF THESE RULES TO EVERY EMPLOYEE
It is the desire of Lessor to maintain in the Building the highest standard of dignity and good taste consistent with comfort and convenience for all tenants. Any action or condition not meeting this high standard should be reported directly to the building manager. Cooperation by all tenants will be sincerely appreciated. The following rules and regulations apply to all tenants in the Building and their agents, employees, family, licensees, invitees, visitors, and contractors unless otherwise stated. Pursuant to paragraph 23.1 of the lease, Lessor reserves the right to rescind these rules, make reasonable modification thereto, and make other reasonable rules and regulations for the safety, care, and cleanliness of the Building and for the preservation of good order.
26
EXHIBIT F-2 (cont’d)
Page Two of Three
8. ENTRY BY XXXXXX. Lessor shall have the right to enter for the purposes set forth in paragraph 9.1 of the lease at all times.
27
EXHIBIT F-2 (cont’d)
Page Three of Three
21. NOTICE OF PERSONAL INJURIES OR UTILITY OR MECHANICAL PROBLEMS. Lessee shall give prompt notice to the building manager, to the best of Xxxxxx’s knowledge, of any significant accidents involving injury to persons or property, including plumbing, electrical, heating, air conditioning, stairwell, corridor, and elevator problems and/or personal injury and property damage caused thereby.
27. SMOKING. This is a non-smoking Building; smoking is not permitted anywhere inside the Building.
28. ICE, SLEET, SNOW, OR WATER. Lessor shall have no duty to remove, in whole or in part, ice, sleet, snow, or water from parking lots, walkways, sidewalks, or stairs, regardless whether they are covered, uncovered, inside, or outside of Buildings. At Lessor’s option, Lessor may remove such ice, sleet, snow, or water at any time, in whole or in part, with or without notice to anyone.
28
EXHIBIT G
Page One of Two
This form is not to be executed at time of lease execution.
ESTOPPEL CERTIFICATE
(see paragraph 30.1 of lease)
The purpose of this certificate is to confirm the current status of matters relating to the lease described below. It is for the benefit of the owner or prospective purchaser or mortgagee of the Building in which the Leased Premises are located.
1. The undersigned is the Lessee under a lease between , as Lessor, and , as Lessee, dated on Leased Premises locally known as the building and located at , in , Texas. A copy of the fully executed lease and any amendments or modifications thereto are attached. There are no other modifications or amendments to the above described lease. The dates of any amendments or modifications are: (put “none” if inapplicable) .
2. There are no unfulfilled written or verbal promises, representations, or warranties by Xxxxxx.
3. There are no subleases of the Leased Premises or any portions thereof.
4. The lease (together with any amendments or modifications referred to above) is in good standing and in full force and effect. Lessor is not in default. Xxxxxx agrees to give notice of any Lessor default to any purchaser or lender making written requests to Lessee for same.
5. Except for rents (if any) which may be due under the lease for the current month, there are no rents or other charges which have been prepaid by the undersigned Lessee to Lessor under the lease other than the following:
6. The amount of security deposit currently posted by Lessee with Lessor is $ in the form of ( ) cash or ( ) an irrevocable, unconditional letter of credit issued by in favor of Lessor which is still valid.
7. Lessee acknowledges that the space being leased consists of rentable square feet according to the lease, that the improvements to be constructed by Lessor have been satisfactorily completed, that the lease space has been accepted by Lessee, that Lessee now occupies the lease space, and that the commencement date for the lease term was .
8. There are no rentals which are due and unpaid. Rentals are fully paid (if required by the lease) through the last day of the month in which this estoppel certificate has been executed.
9. There are no known offsets or credits against rentals except as expressly provided by the terms of the lease. There is no known right of rescission and no known defense to Lessee’s future obligations to pay the specified rentals at the times and in accordance with the lease terms. Lessee has not received any concession (rental or otherwise) or similar compensation not expressed in the lease which is presently in effect.
10. Lessee has no options or rights of refusal regarding the Leased Premises or Additional Rental space other than as set out in the lease.
11. Lessee has not: (a) made a general assignment for the benefit of creditors; and (b) commenced any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution, or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization, or relief of debtors; or (c) had any involuntary case, proceeding, or other action commenced against it which seeks to have an order for relief entered against it, as debtor, or seeks reorganization, arrangement, adjustment, liquidation, dissolution, or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization, or relief of debtors; or (d) concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay, or defraud its creditors or any of them, or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance, or similar law; or made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or (e) had a trustee, receiver, custodian or other similar official appointed for or take possession of all or any part of its property or had any court take jurisdiction of any other of its property.
29
EXHIBIT G
Page Two of Two
12. Xxxxxx agrees to furnish Lessor with estoppel letters on this form within 10 days (stating the then-current facts) after written request by Lessor or subsequent owners of the Building.
13. Lessee acknowledges that, upon 10 days’ prior written request of Xxxxxx’s mortgagee at any time after foreclosure proceedings or a deed in lieu of foreclosure, Lessee shall attorn to the mortgage or foreclosure purchaser by recognizing such new owner as Lessor under the lease provided that such purchaser shall recognize the rights of tenant under the lease as long as tenant is not in default. The agreement of Lessee to attorn shall survive any foreclosure sale or deed in lieu of foreclosure. Lessee shall, upon 10 days’ written notice from Xxxxxx’s mortgagee anytime before or after foreclosure sale, execute, acknowledge, and deliver to Xxxxxx’s mortgagee all instruments and certificates that in the reasonable judgment of Xxxxxx’s mortgagee may be necessary or proper to confirm such attornment.
14. Xxxxxx acknowledges that this estoppel certificate and the statements therein may be conclusively relied upon by Lessor and by any prospective purchaser or lien holder of the Leased Premises.
15. The form of this estoppel certificate may vary, depending on lender or purchaser requirements. It is agreed that this certificate may be modified to conform to reasonable requests by lenders or purchasers.
16. This agreement shall be binding upon and shall inure to the benefit of the Lessor, any present or future mortgagee, any prospective buyer or master Xxxxxx of the property, and their successors and assigns.
Dated this day of , 20 .
LESSEE | ||
By |
Printed name of signatory |
Title |
30
EXHIBIT H
Intentionally Deleted
31
EXHIBIT I
CERTIFICATE OF CORPORATE RESOLUTION
AUTHORIZING LEASE OR GUARANTY
(see paragraphs 37.1 and 39.1 of lease)
The undersigned, as secretary of the corporation named below, certifies that at a special meeting of the board of directors of the corporation, duly called and held on the day of , 20 , at which a quorum of the directors were present and acting throughout, the following resolutions were unanimously adopted and are still in force and effect:
RESOLVED that the president or the vice president of the corporation shall be authorized to execute a lease for Leased Premises on behalf of the corporation and/or to guarantee performance of a lease for Leased Premises, described below:
Date of lease: | ||||
Lessor: | Xxxxxx Blackacre, Ltd. | |||
Lessee: | ||||
Guarantor, if any (not Lessee’s name): | ||||
Building name: | Building I | |||
Suite No.: |
100 | |||
Building address: |
0000 Xxx Xxxx Xxxx | |||
City/County/State/Zip: |
Austin / Xxxxxx / Texas / 78746 |
RESOLVED FURTHER, that the president or vice president is authorized on behalf of the Corporation to execute and deliver to the Lessor all instruments reasonably necessary for the lease. Lessor is entitled to rely upon the above resolutions until the board of directors of the corporation revokes or alters same in written form, certified by the secretary of the corporation, and delivers same, certified mail, return receipt requested, to the Lessor. The corporation is duly organized and is in good standing under the laws of the State of , and there are no proceedings pending to forfeit the corporation’s charter or right to do business in Texas. The undersigned further certifies that on the meeting date referred to above, the names and respective titles of the officers of the corporation were as follows:
President | ||||
Vice President | ||||
Secretary | ||||
Treasurer |
WITNESS MY HAND this 20th day of August, 2008
WHITEGLOVE HOUSE CALL HEALTH, INC. |
Typed name of corporation |
/s/ Xxxxxx Xxxxxx |
Signature of secretary of corporation, |
Xxxxxx Xxxxxx |
Printed name of secretary |
STATE OF TEXAS
COUNTY OF XXXXXX
This instrument was acknowledged before me on August 20, 2008 by Xxxxxx Xxxxxx on behalf of the above corporation and in the above stated capacity.
[SEAL] | Notary Public for the State of Texas Printed name of notary Xxxxxxx X. Xxxxxx My commission expires 6/11/11 |
32
EXHIBIT J
SPECIAL CONDITIONS
(see special conditions paragraph 37.1 of lease)
The following special conditions shall apply to this lease and shall prevail on any other provisions to the contrary.
FINANCIAL STATEMENTS/CONSUMER CREDIT REPORT. Prior to execution of this lease Lessee shall furnish to Lessor a financial statement of Xxxxxx’s condition and/or a Consumer Credit Report in a reasonably satisfactory form. All financial statements and/or credit reports shall be originally signed and dated by Xxxxxx or Xxxxxx’s agent and be current within 90 days.
33
EXHIBIT K
HAZARDOUS MATERIALS STATEMENT
Various materials utilized in the construction of any improvements to the property or in the use thereof, past or present, may contain materials that have been or may in the future be determined to be hazardous. For example, some electrical transformers and other electrical components can contain PCBs, and asbestos may have been used in a wide variety of building components such as fire-proofing, air duct insulation, acoustical tiles, spray-on acoustical materials, linoleum, floor tiles and plaster. Such substances may be present on or in soils, underground water, building components or other portions of the Leased Premises in areas that may or may not be accessible or noticeable.
Current federal, state and local laws and regulations may require the clean-up of such hazardous or undesirable materials.
Lessor, real estate brokers, and leasing agents in this transaction have no expertise with respect to hazardous materials and have not made, nor will any of their statements constitute representations, either express or implied, regarding the existence or nonexistence of hazardous materials in or on the Leased Premises.
34
EXHIBIT L
Approved by the Texas Real Estate Commission for Voluntary Use
Texas law requires all real estate licensees to give the following information
about brokerage services to prospective buyers, tenants, sellers and landlords.
Information About Brokerage Services
Real estate licensee asks that you acknowledge receipt of this information about brokerage services for the licensee’s records.
/s/ Xxxxxx X. Xxxxxx | 8/19/08 | |||
Lessee signature | Date |
Texas Real Estate Brokers and Salesmen are licensed and regulated by the Texas Real Estate Commission (TREC). If you have a question or complaint regarding a real estate licensee, you should contact TREC at P.O. Box 12188, Austin, Texas 78711-2188 or 000-000-0000.
35
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered in this 6th day of November, 2009 by and between Xxxxxx Blackacre, Ltd (“Lessor”) and WhiteGlove House Call Health, Inc., a Texas corporation (“Lessee”).
X. | Xxxxxx and Lessee entered into that certain Office Lease dated August 20, 2008 (the “Lease”) pursuant to which Lessor leased to Lessee certain space located in the office building commonly known as 0000 Xxx Xxxx Xxxx, Xxxxxxxx X, Xxxxxx, Xxxxx. |
X. | Xxxxxx and Lessee desire to execute this First Amendment to amend the Lease to extend the Lease Term, expand the Leased Premises, amend the Base Rent and amend parking allowances. |
NOW THEREFORE, the parties agree as follows:
1. Except as otherwise expressly set forth herein, capitalized terms in this Amendment shall have the same meaning as in the Lease.
2. The Leased Premises is amended to consist of Suites 100 and 200 in the Building and Exhibit A attached hereto shall replace Exhibit A to the Lease.
3. Lessee’s “Rentable Square Footage” as stated in Section 4 of the Basic Lease information and “rentable area” as state in Paragraph 1.4 of the Lease shall be amended to 9,520 Rentable Square Feet. Xxxxxx’s prorata share is 63.46%.
4. The Expiration Date as stated in Section 6 of the Basic Lease Information and Paragraph 4.1 of the Lease is changed to November 30, 2011.
5. The “Base Rent” in Section 7 of the Basic Lease Information and Paragraph 2.1 of the Lease shall be amended to read as follows:
Term |
Monthly Rent | |||||||
1 Dec 2009 - 30 Jun 2010 |
$ | 7,606.33 | ($ | 19psf | ) | |||
1 July 2010 - 30 Nov 2011 |
$ | 15,073.33 | ($ | 19psf | ) |
6. On the Effective Date, Section 9 of the Basic Lease Information of the Lease is amended as follows:
Number of Reserved Garage Spaces: 12
Exhibit A-1 attached hereto shall replace Exhibit A-1 to the Lease.
7. Lessee will have an option to extend the Lease Term by one additional year (twelve months) at a Base Rent of $20 per square foot. Notification of intent to exercise this option from Lessee to Lessor will be required no later than April 1, 2011.
9. Upon the execution of this First Amendment, Lessee will deposit with Lessor additional security deposit equal to one months rent on the expansion space ($7,467.00). Upon such additional deposit, the total security deposit is $31,102.00.
10. Xxxxxx agrees to pay legal fees not to exceed $2,000 incurred by Xxxxxx related to the issuance of the 20,400 shares of Lessee’s Series B-1 Convertible Preferred Stock.
11. Xxxxxx accepts the Leased Premises in their “AS IS, WHERE IS” CONDITION”.
12. Except as modified herein, the Lease is ratified and confirmed in all respects. The provisions of this First Amendment shall prevail over any conflicting provisions in the Lease.
Lessor Xxxxxx Blackacre, Ltd. |
Lessee WhiteGlove House Call Health, Inc. | |||||
By: |
SDC, Inc., its General Partner |
|||||
By: |
Spertus Investments, LLC, its Agent |
|||||
By: |
/s/ Xxxxxxx Xxxxxxxx |
By: |
/s/ Xxxxxxx X. Xxxxxx | |||
Xxxxxxx Xxxxxxxx, President |
Date: |
10 Nov 09 |
Date: |
11-6-2009 |
2
November 16, 2010
WhiteGlove House Call Health, Inc.
0000 Xxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000
Austin, Texas 78746
Attn: | Xxxx Xxxxxx |
RE: | Office Lease dated August 18, 2008 between Xxxxxx Blackacre, Ltd., a Texas limited partnership (“Lessor”) and WhiteGlove House Call Health, Inc., a Texas corporation (“Lessee”), as amended by First Amendment to Lease dated to be effective December 1, 2009 (collectively, the “Lease”) in connection with the premises located at 0000 Xxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000 xxx 000, Xxxxxx, Xxxxx 00000 (“Leased Premises”) |
Dear Xxxx:
In connection with the Lease, Lessor is leasing to Lessee certain pieces of office-related modular furniture and related equipment owned by Lessor [which office furniture is more particularly described in Exhibit A attached] (“Leased Furniture”).
Lessee has purchased and/or acquired additional modular furniture pieces and equipment that fit together with the Leased Furniture (“Additional Furniture”) and Lessee desires to reconfigure all or portions of the Leased Furniture with the Additional Furniture and change the location of same within the Leased Premises.
Xxxxxx agrees to such reconfiguration of the Leased Furniture expressly conditioned upon the agreement regarding the disposition of the Leased Furniture at the end of the Lease term set forth below:
1. The parties hereby agree that on or before the expiration date or earlier termination of the Lease in accordance with the terms of the Lease, Lessee, at Lessee’s sole cost, will restore the Leased Furniture to its original state and location (as of the commencement date of the Lease for Suite 200) within the Leased Premises and shall remove the Additional Furniture. Xxxxxx’s failure to comply with this Paragraph 1 shall be treated as a default under the terms of the Lease.
2. On or before sixty (60) days prior to the expiration date of the Lease, Lessor and Xxxxxx agree to discuss Xxxxxx purchasing the Additional Furniture from Lessee or Lessee purchasing the Leased Furniture from Lessor at such price and on such terms as they may agree upon. If the parties are not able to agree upon the purchase and sale described in the prior sentence, Xxxxxx shall fully comply with the terms of the Paragraph 1 above.
November 16, 2010
Page 2
Very truly yours, | ||||||
Xxxxxx Blackacre, Ltd., a Texas limited partnership | ||||||
By: | SDC, Inc., a Texas Corporation, its general partner | |||||
By: |
Spertus Investments, L.L.C., a Texas limited liability company, its agent | |||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||
Xxxxxxx Xxxxxxxx, President |
Xxxxxx acknowledges and agrees to the terms and conditions set forth above relating to the disposition of the Leased Furniture.
WHITEGLOVE HOUSE CALL HEALTH, INC., a Texas corporation | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
Title: | CFO |
2
Exhibit A - Inventory of Building Owned Cubicles
Inventory List for current 14 used Xxxxxx Xxxxxx workstations in Whiteglove
space, suite 200
Note: This product is AO1 Non Electrified Panels
Qty |
Size |
Description | ||
Panels | ||||
10 |
24w x 34h | Fabric Panel | ||
8 |
36w x 34h | Fabric Panel | ||
8 |
48w x 34h | Fabric Panel | ||
24 |
24w x 64h | Fabric Panel | ||
8 |
36w x 64h | Fabric Panel | ||
37 |
48w x 64h | Fabric Panel | ||
Connectors | ||||
16 |
34” | Straight Line Connector | ||
2 |
34” | Two Way Connector | ||
24 |
62” | Straight Line Connector | ||
19 |
62” | Two Way Connector | ||
8 |
62” | Three Way Connector | ||
2 |
62” | Four Way Connector | ||
2 |
34” | End Cap | ||
14 |
62” | End Cap | ||
Components | ||||
16 |
24 x 24 | Worksurface - Nebula Laminate | ||
16 |
24 x 36 | Worksurface - Nebula Laminate | ||
6 |
24 x 48 | Worksurface - Nebula Laminate | ||
14 |
24 x 48 | Corner Worksurface - Nebula Laminate | ||
28 |
6/6/12 | Storage Pedestal | ||
14 |
24” | Overhead Storage Bin |
Cimarron Office Productions – 0000 Xxxxxxxxx Xx., Xxxxxx, XX 00000 (512) 626 - 9337
Exhibit B - Layout & Placement of Building Owned Cubicles
Whiteglove House Call Health - Existing layout as of 11/15/2010
All workstations are Xxxxxx Xxxxxx A02 Non-Electrified, approximately 12 to 15 yrs old.
Exhibit C - Layout and Placement of Building Owned & Tenant Owned Cubicles when combined
After Recording, Return To: ViewPoint Bank – MSC 120 Commercial Real Estate Lending 0000 X. 00xx Xxxxxx, Xxxxx 000 Xxxxx, XX 00000 |
[STAMP] |
(Loan Name) |
SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT
This SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (“Agreement”) has been executed to be effective as of the day of , 2010, by and between the following:
I.
Parties.
1. VIEWPOINT BANK, a federal savings bank, with an address of 0000 X. 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxx 00000 (“Lender”);
2. 5300 BC, LLC, a Texas limited liability company with an address of 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (“Landlord”); and
3. WHITEGLOVE HOUSE CALL HEALTH, INC., a Texas corporation with an address of 0000 Xxx Xxxx Xxxx, Xxxxxxxx X, Xxxxx 000, Xxxxxx, Xxxxx 00000 (“Tenant”).
II.
Recitations.
1. Xxxxxx is now or will become the owner and holder of a deed of trust (hereinafter called the “Deed of Trust”) encumbering the real property described in Exhibit “A” attached hereto and made a part hereof for all purposes (the “Property”), which Deed of Trust secures the payment of a promissory note payable by Landlord to the order of Lender (the “Note”);
2. Landlord has leased or intends to lease the portion of the Property described in Exhibit “B” attached hereto and made a part hereof for all purposes (the “Premises”) to Tenant pursuant to that certain Lease Agreement dated August 20, 2008, as amended to date, executed by and between Landlord and Tenant (the “Lease”); and
3. Landlord, Xxxxxx and Xxxxxx desire to confirm their understanding with respect to the Lease and the Deed of Trust.
NOW, THEREFORE, in consideration of the premises, covenants, conditions, provisions and agreements set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, Lender, Tenant and Landlord do hereby mutually represent, acknowledge, covenant and agree as follows:
1. Subordination. Tenant hereby subordinates in all respects and at all times its interests in the Premises under and pursuant to the Lease to the lien of the Deed of Trust and all renewals, modifications and extensions thereof, subject to the terms and conditions set forth in this Agreement. The terms and provisions of the Deed of Trust are deemed to be amended to fully incorporate all terms and provisions of this Agreement.
2. Non-disturbance. So long as Tenant is not in default (beyond any period(s) provided to Tenant under the Lease to cure such default) in: (i) the payment of any monetary obligation under the Lease, or (ii) the performance of any other material terms, covenants or conditions with which Tenant is obligated to comply pursuant to the Lease, then:
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT – Page 1
(a) Tenant’s sole right of possession to the Premises shall not be terminated, affected or disturbed by Lender or any purchaser or subsequent owner of the Premises in the exercise of any of Lender’s rights under the Deed of Trust or the Note; nor shall Tenant be named as a party defendant to any foreclosure of the lien of the Deed of Trust, nor in any other way be deprived of its rights under the Lease except in accordance with the terms of the Lease; and
(b) In the event Lender succeeds to the interest of Landlord under the Lease, the Lease shall not be terminated or affected thereby, and any sale or other transfer of the Premises by Xxxxxx or pursuant to the judgment of any court in an action to enforce the remedies provided for in the Deed of Trust shall be made subject to the Lease and the rights of Tenant thereunder.
3. Recognition and Attornment. If Xxxxxx succeeds to the interest of Landlord under the Lease, the Lease and all terms therein and the rights of Tenant thereunder shall continue in full force and effect and shall not be altered, terminated, disaffirmed or disturbed. Tenant and Lender shall be bound to each other under all of the terms, covenants and conditions of the Lease for the balance of the term thereof (including all renewal terms, the “Term”) with the same force and effect as if Lender were the landlord under the Lease. In such event, Tenant shall attorn to Lender as its landlord immediately upon receipt of written notice from Xxxxxx that Xxxxxx has succeeded to the interest and assumed the future obligations of Landlord under the Lease. Such attornment shall be effective and self-operative without the execution of any other instruments on the part of Lender or Tenant. Upon receipt by Tenant of such notice from Lender, Tenant shall make all payments due by Tenant under the Lease to Lender or as Lender may in writing direct and Tenant shall thereafter be relieved from any further obligations to remit rental or any other monetary sum to Landlord. The respective rights and obligations of Tenant and Lender upon such attornment, to the extent of the then-remaining balance of the Term, shall be and are the same as are then set forth in the Lease between Tenant and Landlord.
4. Rights Under the Lease. If Lender shall: (i) succeed to the interest of Landlord in and to the Premises or under the Lease, or (ii) enter into possession of the Premises under circumstances described in Paragraph 5 below, Lender shall be bound to the Tenant under all of the terms, covenants and conditions of the Lease. Tenant shall, from and after Xxxxxx’s succession to the interest of Xxxxxxxx in and to the Premises or under the Lease or entry into possession of the Premises, as the case may be, have the same remedies against Lender for the breach of any provision contained in the Lease that Tenant might have had under the Lease against Landlord if Xxxxxx had not succeeded to the interests of Landlord in and to the Premises or under the Lease or entered into possession of the Premises, as the case may be; provided further, however, that Lender shall not be:
(a) liable for any acts or omissions of any prior landlord (including, but not limited to, Landlord), except that Lender shall be required to cure any continuing defaults;
(b) subject to any offsets, deductions or defenses which Tenant might have arising out of acts or omissions of any prior landlord (including, but not limited to, Landlord), except for the right to recapture from rent any reasonable amounts expended by Tenant to cure a default of the prior landlord as to which Xxxxxx has received notice and which Lender is required to cure upon succeeding to the interest of Landlord;
(c) liable to Tenant for any security deposit under the Lease not actually transferred and paid over to Lender; or
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT – Page 2
(d) obligated to give Tenant a credit for and/or acknowledge any rent or other charges paid by Xxxxxx under the Lease more than thirty (30) days in advance of the due date therefor to the extent same are attributable to the period beginning after the effective date of notice from Lender to Tenant regarding Xxxxxx’s succeeding to the Landlord’s interest under the Lease.
Additionally, in the event of Xxxxxx’s succession to Landlord’s Interest in and to the Premises or under the Lease, or entry into possession of the Premises as provided in Paragraph 5 below, Tenant shall be bound to Lender, as landlord, under all of the terms, covenants and conditions of the Lease, and Lender, as Landlord, shall, from and after Xxxxxx’s succession to the interest of Landlord under the Lease or entry into possession of the Premises, as the case may be, have the same rights and remedies against Tenant for the breach of any provision contained in the Lease that Landlord might have had under the Lease against Tenant if Xxxxxx had not succeeded to the interests of Landlord in and to the Premises or under the Lease or entered into possession of the Premises, as the case may be.
5. Collection of Rents and/or Possession of the Premises by Xxxxxx. The Deed of Trust provides that, under certain conditions, Lender shall be entitled to collect, receive and demand payment of any and all rents due on and under the Lease. Upon receipt by Tenant of a notice from Lender that Lender, in accordance with the terms and conditions of the Deed of Trust, is entitled to collect, receive and demand payment of any and all rents due on and under the Lease, Tenant shall make all payments of monetary obligations due by Tenant under the Lease to Lender or as Lender may in writing direct, and Tenant shall thereafter be relieved from any further obligations to remit rental or any other sums to Landlord. Additionally, in the event that Lender, acting either in its own behalf or by and through an agent, shall enter into possession of the Premises as mortgagee-in-possession or otherwise in accordance with its rights under the Deed of Trust, but has not at such time acquired the interest of the Landlord in and to the Premises or under the Lease, the Lease and all terms therein, and the rights of Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated or disturbed, except in accordance with the terms of the Lease, and Tenant shall be bound to Lender under all of the terms, covenants and conditions of the Lease for the balance of the Term with the same force and effect as if Lender were the landlord under the Lease. In such event, Tenant shall attorn to Lender as its landlord, such attornment to be effected and self-operative without the execution of any other instruments on the part of Lender or Tenant immediately upon Lender entering into possession of the Premises and providing Tenant with written notice thereof. Upon receipt by Tenant of such notice from Lender, Tenant shall make all payments and monetary obligations due by Tenant under the Lease to Lender or as Lender may in writing direct and Tenant shall thereafter be relieved from any further obligations to remit rental or any other sums to Landlord. The respective rights and obligations of Tenant and Lender upon such attornment, to the extent of the then remaining balance of the Term, shall be and are the same as are then in existence as set forth in the Lease. The provisions of this Paragraph 5 with respect to entry of Lender into possession of the Premises shall apply only to Lender or any other holder of the Deed of Trust who has given prior written notice to Tenant of its ownership of the Deed of Trust and its mailing address.
6. Notice and Opportunity to Cure Landlord Default. Tenant shall notify Lender in writing of the occurrence of any default by Landlord and shall permit Lender a period of thirty (30) days from the date of such notice (“Cure Period”) in which to cure such default prior to proceeding to exercise any of the rights or remedies of Tenant under the Lease.
7. Persons Other Than Lender. The recognition, non-disturbance and other covenants herein made by Lender for the benefit of Tenant shall be binding upon all persons and entities other than Lender who may acquire the interest of Landlord in the Premises and/or the Lease as a result of foreclosure of the Deed of Trust, or any other proceeding(s) to enforce the rights of Lender including any sale, assignment or transfer of the Premises and/or the Lease after Xxxxxx has succeeded to the interest of Landlord under the Lease, and Xxxxxx shall cause any such person, by acceptance of a deed to the Premises and/or an assignment of the Lease, to expressly assume such covenants. Any such person
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT – Page 3
acquiring the Premises and/or the Lease, whether by foreclosure, other enforcement of the rights of Lender or by sale or assignment after Xxxxxx has succeeded to the interest of Landlord under the Lease, shall be entitled to and shall succeed to all right, powers, benefits and remedies of Lender under this Agreement, and Tenant shall be obligated to any such party to the same extent it would have been obligated to Lender hereunder if Lender had retained its interest in the Premises and/or the Lease. Tenant shall attorn to any such party acquiring the interest of Landlord in the Premises and/or the Lease from Lender as its landlord, which attornment shall have the same force and effect as the attornment to be made by Tenant to Lender pursuant to the terms and conditions of Paragraph 3 above. Lender shall not be liable under the Lease, or for any acts or omissions of any subsequent landlord, after the conveyance of Xxxxxx’s interest as landlord to another person or entity expressly assuming Xxxxxx’s obligations as landlord.
8. Succession in Interest. For purposes of this Agreement, Xxxxxx will be deemed to have succeeded to the interest of Landlord under the Lease upon: (i) the transfer of title to the Premises to Lender, whether by virtue of foreclosure, sale or transfer in lieu of foreclosure, or pursuant to the exercise of any rights and remedies under the Deed of Trust or otherwise, or (ii) the occurrence of any other event as a result of which Xxxxxx may acquire the right, title and interest of Landlord in and to the Lease or the Premises.
9. Incorporation of Lease. For purposes of this Agreement, the term “Lease” shall mean and include the Lease, together with all valid present and future addenda, supplements, modifications and amendments to the Lease, and all rights, privileges and options granted therein or pursuant thereto. The Lease is incorporated into this Agreement for all purposes.
10. Notices. Any notice or document required or permitted to be delivered hereunder shall be sent by hand delivery or by United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the appropriate party hereto at the address first above written, or at such other address as said party may have hereafter specified by written notice. Notices shall be deemed delivered three (3) days after being deposited in the U.S. Mail pursuant to this paragraph or upon actual receipt, whichever occurs first.
11. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns as well as all subsequent owners of the Premises. For purposes of this Agreement, all references herein to “Lender” shall be deemed to also include any subsequent holder of the Deed of Trust who has given written notice to Tenant of its ownership of the Deed of Trust and has furnished to Tenant its mailing address and/or any other person succeeding to title to the Premises and/or the Lease encumbered by the Deed of Trust or any part thereof and who claims by, through or under Lender, whether by virtue of foreclosure, or sale or transfer in lieu of foreclosure, or pursuant to the exercise of any rights and remedies under the Deed of Trust or otherwise.
12. Attorneys’ Fees. In the event any legal action or proceeding is commenced to interpret or enforce the terms of or obligations arising out of this Agreement, or to recover damages for the breach thereof, the party prevailing in any such action or proceeding shall be entitled to recover from the non-prevailing party all reasonable attorneys’ fees, costs and expenses incurred by the prevailing party as shall be pled and proven by such party and awarded by a court of competent jurisdiction.
13. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT – Page 4
14. Headings. The headings of this Agreement are for convenience of reference only.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed the day and year first above-written.
[Remainder of page intentionally left blank]
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT – Page 5
LANDLORD SIGNATURE/NOTARY PAGE
LANDLORD:
5300 BC, LLC,
a Texas limited liability company
By: | ||
Name: | ||
Title: |
STATE OF TEXAS | § | |||
§ | ||||
COUNTY OF XXXXXX | § |
This instrument was acknowledged before me on the day of , 2010, by , of , a , on behalf of said .
Notary Public, State of Texas |
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT – Page 6
TENANT SIGNATURE/NOTARY PAGE
TENANT:
WHITEGLOVE HOUSE CALL HEALTH, INC.,
a Texas corporation,
By: | ||
Name: | ||
Title: |
STATE OF | § | |||
§ | ||||
COUNTY OF | § |
This instrument was acknowledged before me on the day of , 2010, by , of , a , on behalf of said .
Notary Public, State of |
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT – Page 7
LENDER SIGNATURE/NOTARY PAGE
LENDER:
VIEWPOINT BANK,
a federal savings bank
By: | ||
Xxxxxxx Xxxxxxx, | ||
Senior Vice President, Chief CRE Officer |
STATE OF TEXAS | § | |||
§ | ||||
COUNTY OF COLLIN | § |
This instrument was acknowledged before me on the day of , 2010, by Xxxxxxx Xxxxxxx, Senior Vice President/Chief CRE Officer of VIEWPOINT BANK, a federal savings bank, on behalf of said bank.
Notary Public, State of Texas |
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT – Page 8
EXHIBIT “A”
Legal Description of Property Encumbered by Deed of Trust
EXHIBIT “A” – Page Solo
EXHIBIT “B”
Description of Leased Premises
The unit of the Property containing approximately 9,520 square feet in area (measured by calculating lengths and widths to the exterior of outside walls and to the center of interior walls), being known as Suite 100 & 200, Building I, 0000 Xxx Xxxx Xxxx, Xxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000.
EXHIBIT “B” – Page Solo
[STAMP]
ESTOPPEL CERTIFICATE
Lender: | ViewPoint Bank 0000 X. 00xx Xxxxxx, Xxxxx 000 Xxxxx, Xxxxx 00000 | |
Landlord/Lessor: | Xxxxxx Blackacre, Ltd. 0000 Xxx Xxxx Xxxx, Xxxxxxxx X, Xxxxx 000 Xxxxxx, Xxxxx 00000 (“Landlord”) | |
Tenant/Lessee: | WhiteGlove House Call Health, Inc. 0000 Xxx Xxxx Xxxx, Xxxxxxxx X, Xxxxx 000 & 000 Xxxxxx, Xxxxx 00000 (“Tenant”) | |
Leased Premises: | 0000 Xxx Xxxx Xxxx, Xxxxxxxx X, Xxxxx 000 & 000, Xxxxxx, Xxxxx 00000, as more particularly described in the Lease (the “Leased Premises”). | |
Lease: | The lease of the Leased Premises, dated August 20, 2008, between Landlord and Tenant, as amended to date (the “Lease”). | |
Date: | November , 2010. |
Tenant hereby certifies to Xxxxxx and agrees as follows, recognizing that Xxxxxx will rely on the information contained herein:
1. Tenant is the tenant/lessee under the Lease. Attached hereto as Exhibit A is a true, correct and complete copy of the Lease, including any amendments thereto.
2. The Lease is in full force and effect and has not been amended, modified or supplemented (except as specifically set forth in attached Exhibit A), and constitutes the entire agreement between Landlord and Tenant with respect to the Leased Premises. There are no other agreements between Landlord and Tenant with respect to the Leased Premises.
3. Neither Landlord nor Tenant is in default under the Lease. There are no defenses, offsets, claims or counterclaims by or in favor of Tenant against Landlord under the Lease or against the obligations of Tenant under the Lease.
4. Tenant has not received any notice of and is not aware of any transfer, assignment, hypothecation or pledge by Landlord of any of Landlord’s interest in the Lease, except to Lender.
5. The monthly base or minimum rent due under the Lease is $15.073.33 and has been paid through , 20 , and all additional rent due under the Lease has been paid through December 31, 2009.
ViewPoint Bank/ / Estoppel Certificate ( ) |
Page 1 |
6. There are no actions, voluntary or otherwise, pending or, to the best knowledge of Tenant, threatened against Tenant under bankruptcy, reorganization, moratorium or similar laws of the United States, any state thereof or any other jurisdiction.
7. Xxxxxx has accepted possession, and taken occupancy of, the Leased Premises; the term of the Lease has commenced; Tenant has commenced the payment of rent for all of the Leased Premises; and the expiration date of the Lease is November 30, 2011.
8. All work to be performed by Landlord under the Lease has been completed in accordance with the Lease and has been accepted by Tenant, and all reimbursements and/or allowances due to Tenant under the Lease in connection with any work performed by Landlord and/or by Tenant have been paid or credited in full.
9. Tenant acknowledges and agrees that the Lease is and shall be subject and subordinate to Xxxxxx’s mortgage/deed of trust. So long as Tenant is not in default beyond any applicable notice or cure period under the Lease, neither Lender nor any Acquiring Party (hereinafter defined) shall disturb the interest of Tenant under the Lease.
10. Xxxxxx agrees that, in the event Lender or any other party becomes the owner of the Leased Premises by foreclosure of Xxxxxx’s mortgage/deed of trust or deed in lieu thereof, Tenant will attorn to and recognize such party (the “Acquiring Party”) as the landlord/lessor under the Lease.
11. No Acquiring Party shall be (i) liable for any act or omission of any prior landlord/lessor, (ii) subject to any offsets or defenses that Tenant has against any prior landlord/lessor, (iii) bound by any rent or additional rent that Tenant might have paid more than one (1) month in advance of the date the same was due under the Lease, or (iv) liable to Tenant beyond the Acquiring Party’s interest in the Leased Premises.
TENANT/LESSEE: | ||
WhiteGlove House Call Health, Inc. | ||
By | ||
Name | ||
Title |
ViewPoint Bank/ / Estoppel Certificate ( ) |
Page 2 |