COMMERCIAL LEASE
THIS LEASE, is made and entered into this 27th day of June, 2005 by and between
Xxx Xxxx, Inc. (hereinafter called "Landlord"), and Integrated Management
Information, Inc., with a mailing address of 000 Xxxxxx Xxxxxx, X.X. Xxx 0000,
Xxxxxx Xxxx, XX 00000, (hereinafter called "Tenant").
ARTICLE I
LEASED PREMISES
SECTION 1.01. LEASED PREMISES.
Landlord owns or controls the tract of land in the City of Platte City, County
of Platte, and State of Missouri, described in Exhibit "A", attached hereto and
incorporated herein by reference. Said land, together with all buildings and
improvements now or hereinafter erected thereon, is located at 0xx & Xxxx,
Xxxxxx Xxxx, XX 00000 (hereinafter called the "Building").
SECTION 1.02. COMMON AREAS.
The term "Common Areas" shall be deemed to mean all areas, improvements, space,
equipment and special services in or at the Building provided by Landlord for
the common or joint use and benefit of tenants of the Building, their officers,
employees, agents, servants, customers and other invitees, including without
limitation all parking areas, driveways, entrances, exits, retaining walls,
landscaped areas, pedestrian walkways, courts, access roads, stairs, downstairs
hallway, ramps and sidewalks, lot located next to the Building with an address
of 000 Xxxxxx Xxxxxx, Xxxxxx Xxxx, XX, maintenance buildings, and on-site signs
identifying the Building.
SECTION 1.03 DESCRIPTION OF LEASED PREMISES.
Landlord does hereby lease, demise and let unto the Tenant and Tenant hereby
leases and rents from Landlord the premises now located on the second and third
floor of the Premises and common use of the downstairs hallway with other
tenants totaling approximately 3,589 square feet (hereinafter called the "Leased
Premises").
SECTION 1.04. TERM.
The initial term (the "Initial Term") beginning July 15, 2005 and ending July
15, 2006 of this Lease shall be one (1) year and shall automatically renew
itself unless one party to the agreement gives the other party at least ninety
(90) days notice prior to the expiration of the then term of the Lease.
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SECTION 1.06. RESERVATIONS.
Landlord reserves to itself, the use of the roof, exterior walls and the area
above and below the Leased Premises, together with the right and obligation to
install, maintain, use, repair and replace pipes, ducts, conduits, wires and
structural elements leading through the Leased Premises and which serve other
parts of the Building. The use and occupation by the Tenant of the Leased
Premises shall include a revocable license to use in common with the others
entitled thereto, the common areas, as may be designated from time to time by
Landlord, subject, however, to the terms and conditions of this lease and the
rules and regulations for the use thereof as prescribed from time to time by the
Landlord.
ARTICLE II
RENT
SECTION 2.01. FIXED MINIMUM RENT.
During the first year of the Initial Term of this Lease, a fixed minimum rent
(the "Minimum Rent"), is Thirty Five Thousand Eight Hundred Ninety and no/100
Dollars ($35,890.00) payable in advance, on the first day of each and every
month at the rate of Two Thousand Nine Hundred Ninety and 83/100 Dollars
($2,990.83) per month.
At the beginning of any Renewal Term the parties shall calculate the increase in
rent which has been occasioned by the Consumer Price Index since the beginning
date of the previous term. If the increase since the beginning of the previous
term has been less than three and one-half percent (3 1/2%) per annum, the
Minimum Rent at the beginning of the Renewal Term will be adjusted as though the
Consumer Price Index adjustments during the previous term had been at the rate
of three and one-half percent (3 1/2% per year.
SECTION 2.02. ADDITIONAL RENT.
In addition to the Minimum Rent, Tenant shall pay as additional rent (the
"Additional Rent"), in the amount of Two Dollars ($2.00) per square foot of
leased premises, it being agreed in advance that the square footage leased by
Integrated Management Information, Inc. is Three Thousand Five Hundred Eighty
Nine square feet (3,589 sq. ft.). It is further agreed that Tenant's portion of
the additional rent charges shall be Seven Thousand One Hundred Seventy Eight
and no/100 Dollars ($7,178.00) per year payable Five Hundred Ninety Eight and
16/100 Dollars ($598.16) per month based on sixty percent (60%) of the building.
In the event the actual additional rent costs exceed the $2.00 per square foot
price then the Landlord reserves the right to make an additional assessment for
the amount of the excess. Provided however, no additional charge will be made
if, subject to the provisions of Paragraph 18.03, there has been a carryover of
additional rent from year to year in the event the Lease is renewed. The
additional rent to be payable on the 1st day of each month.
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Failure to pay any monthly payment of the Fixed Minimum Rent or Additional Rent
by the 30th of the month will result in a ten percent (10%) penalty.
SECTION 2.03. COMMON AREA.
The common area charges are deemed to be the following:
1. All city and county property tax
2. All insurance charges
3. Trash
4. Water
5. Mowing
6. Snow removal
7. Outside maintenance
8. Special Assessments
9. Maintenance of downstairs hallway
The additional rent does not cover inside capital improvements and maintenance
which are the responsibility of the Tenant.
The additional rent does not cover the janitor or cleaning supplies for that
portion of the leased area and common area on the first floor.
ARTICLE III
SECURITY DEPOSIT
SECTION 3.01. SECURITY DEPOSIT.
Tenant has previously deposited with Landlord the sum of Three Hundred Dollars
($300.00), receipt of which is hereby acknowledged. Said deposit shall be held
by Landlord, without liability for interest, as security for the faithful
performance by Tenant of all of the terms, covenants and conditions of this
Lease by Tenant to be performed. If at any time during the Lease term any of the
rent herein reserved shall be overdue and unpaid, or any other sum payable by
Tenant shall be overdue, or if Tenant fails to perform any of the other terms,
covenants and conditions to be performed by Tenant, then Landlord, at its
option, may appropriate and apply all, or any portion, of said deposit to the
payment of any such overdue rent or other charge and to the compensation of
Landlord for loss or damage sustained by Landlord due to a breach by Tenant as
aforesaid, without prejudice, to Landlord's further remedies. Should all or any
part of the security deposit be appropriated and applied by Landlord as provided
in the preceding sentence, then Tenant shall, upon demand of Landlord, forthwith
remit to Landlord a sufficient amount in cash to restore the same to the
original sum deposited. Should Tenant comply with all the terms, covenants and
conditions of this Lease binding on the Tenant, said deposit shall be returned
in full to Tenant within thirty (30) days after the end of the Lease term, less
any portion thereof which may have been utilized by Landlord to cure any default
or applied to any damages suffered by Landlord and not previously redeposited,
together with an itemized written statement setting forth the items and amounts
which have been deducted from the security deposit. Landlord shall deliver the
funds deposited hereunder to the purchaser of the Landlord's interest in the
Building in the event that such interest is sold; thereupon, Landlord shall be
discharged from any further liability with respect to such deposit. Interest
earned by Landlord on any deposit shall be retained by Landlord.
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Tenant understands that the deposit is not required to be held in a separate
escrow account by Landlord and specifically authorizes Landlord to commingle the
deposit with Landlord's funds and Tenant further understands and agrees that
Landlord is under no obligation to pay or account to Tenant for any interest,
earnings or increments accrued to Landlord from use of the deposit.
ARTICLE IV
UTILITIES
SECTION 4.01. UTILITIES.
All utilities that may be billed directly by the utility company to Tenant will
be paid directly by Tenant. If a utility cannot be billed directly to Tenant, it
will be paid by Landlord together with any utilities for the common areas
throughout the Building. The costs of all utilities billed to Landlord shall be
paid by Tenant on a monthly basis as Additional Rent on a pro rata share based
on all utility bills payable upon the Building during the preceding month,
divided by the pro rata share of the gross leasable space of the Building
occupied by Tenant. The utility charges will be shared sixty percent (60%) by
Tenant and forty percent (40%) by downstairs Tenant. Landlord shall notify the
Tenant in writing of its pro-rata share of each utility xxxx each month, and
Tenant shall pay the same within ten (10) days of the notice thereof. For
purposes of this paragraph, utilities includes any charge for refuse service to
the Building. Tenant's pro rata share is subject to Section 2.02 hereof. ARTICLE
V TAXES
SECTION 5.01. PAYMENT OF REAL ESTATE TAXES.
Landlord will pay directly to the applicable taxing authority all taxes,
assessments, and other charges, general or special, ordinary or extraordinary,
including any installments, levied or imposed by any lawful authority against or
in any respect to the Building of which the Leased Premises are a part; subject
always to Tenant's obligation for reimbursement as set forth in Section 3.02
hereof. It is presently anticipated that the real estate taxes may be paid from
the additional rent.
SECTION 5.02. TENANT'S TAX OBLIGATION.
A. During the term of this Lease, or any renewal term, Tenant shall pay on a
monthly basis, together with and at the same time as the Minimum Rent (as such
rent may be adjusted hereunder), its pro-rata share of one-twelfth (1/12th) of
the estimated annual cost of Real Estate Taxes (as hereinafter defined) on the
Leased Premises. The Real Estate Taxes shall be estimated based on the
immediately preceding tax year. The term "Real Estate Taxes" shall mean the
aggregate of all ad valorem real estate taxes, assessments and other
governmental charges, levies, general and special, ordinary and extraordinary,
foreseen and unforeseen of any kind or nature whatsoever, including, without
limitation, assessments for public improvements or benefits and special
assessments and any other levies which may be levied, assessed or imposed upon
the Building. The term Tenant's pro-rata share of said real estate taxes shall
be the total of all Real Estate Taxes (heretofore described) payable upon the
Building during the calendar year or other fiscal taxing, divided by the pro
rata share of the gross leasable space of the Building occupied by Tenant. At
the end of each calendar year, or as of the end of the Lease Term, the Landlord
shall compute the actual cost of said Real Estate Taxes and the Tenant shall pay
to the Landlord any excess of such costs over amounts previously paid by Tenant.
If Tenant has paid more than the actual cost of said real estate taxes, the
Landlord shall promptly credit the amount of any such overpayment to Tenant's
next monthly payments of Minimum Rent due hereunder. Landlord shall provide
Tenant with a copy of any tax invoices received by Landlord in connection with
the Building.
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B. In the event that any governmental authority having jurisdiction over the
Building shall impose a tax and/or assessment (other than an income or franchise
tax) either upon or against the rentals payable by Tenants in the Building to
Landlord or upon or against the business of renting land or buildings, either by
way of substitution for real estate taxes as defined above, or in addition
thereto, said tax or assessment shall be paid by Tenant as Additional Rent, with
the Tenant's proportionate share of such Additional Rent to be determined in the
same manner as his proportional share of real estate taxes.
C. Tenant shall be responsible for and shall pay when due any and all taxes,
assessments, license fees and public charges, of whatever kind or nature,
including but not limited to general or special assessments, assessed during the
term of this Lease against any leasehold interest, or against Tenant's business
in the Leased Premises, or personal property of any kind owned by, or placed in,
upon or about the Leased Premises by Tenant.
D. In the event that, after the commencement of this Lease, any governmental
authority imposes a new or different tax, charge or levy which is billed or
charged to the Building and/or the Landlord, and such tax, charge or levy is
attributable to, derived from or based upon Tenant's leasehold interest,
Tenant's occupancy of or doing business in the Leased Premises, Tenant's sales
or receipts, or personal property of any kind owned by, or placed in, upon or
about the Leased Premises by Tenant; such tax, charge or levy shall be paid by
Tenant as Additional Rent, with Tenant's proportional share of such Additional
Rent to be determined in the same manner as his proportional share of real state
taxes.
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ARTICLE VI
INDEMNITY AND INSURANCE
SECTION 6.01. INDEMNIFICATION.
Tenant shall protect, indemnify and save harmless Landlord, its mortgagees,
lenders, officers, agents, servants and employees, from and against any and all
liability and expense of any kind (including attorney fees) arising from
injuries, damage or loss to persons or property or loss of life (whether of
Tenant or other persons) on or about the Building or Leased Premises or any part
thereof; and arising from injuries, damages or loss to persons or property or
loss of life (whether of Tenant or other persons) sustained or occurring
elsewhere then on or about the Leased Premises arising out of the use or
occupancy of the Leased Premises by Tenant on or account of or based upon any
fact, omission, fault, negligence or misconduct of Tenant. Tenant agrees to
promptly notify Landlord of any claim, action, proceeding or suit instituted or
threatened against the Landlord. In the event Landlord is made a party to any
action for damages which Tenant has indemnified Landlord against, then Tenant
shall pay all costs and shall provide effective counsel approved by Landlord in
such litigation or shall pay, at Landlord's option, the reasonable attorney fees
and costs incurred in connection with said litigation by Landlord.
Landlord shall protect, indemnify and save harmless Tenant, its owners,
officers, agents, servants and employees, from and against any and all liability
and expense of any kind (including attorney fees) arising from injuries, damage
or loss to persons or property or loss of life on or about the Building or
Leased Premises or any part thereof; and arising from injuries, damages or loss
to persons or property or loss of life sustained or occurring elsewhere than on
or about the Leased Premises arising out of the use of occupancy of the common
areas of the Leased Premises on or account of or based upon any fact, omission,
fault, negligence or misconduct of Landlord. Landlord agrees to promptly notify
Tenant of any claim, action, proceeding or suit instituted or threatened against
the Tenant. In the event Tenant is made a part to any action for damages which
Landlord has indemnified by Tenant against, then Landlord shall pay all costs
and shall provide effective counsel approved by Tenant in such litigation or
shall pay, at Tenant's option, the reasonable attorney fees and costs incurred
in connection with said litigation by Tenant.
SECTION 6.02. INSURANCE PROVIDED BY TENANT.
As a part of the additional rent Tenant shall pay its share of a liability
policy providing liability coverage for both Landlord and Insured which shall be
paid from the additional rent.
Landlord shall not have any liability to Tenant for any loss or damage
incurred by Tenant by reason of fire or other casualty including, but not
limited to, loss of business property and income or profits, unless such loss or
casualty is caused by the negligence or willful misconduct of Landlord or its
agents.
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SECTION 6.03. INSURANCE COSTS FOR BUILDING.
The insurance cost will be a Common Area charge. Landlord will insure the
building for its full measurable value which will be paid from the Additional
Rent. Tenant shall have no right to any insurance proceeds.
During the term of this Lease, or any renewal term, Lessor, at Lessor's
expense, shall keep Insurance Coverage (as hereinafter defined) on the Building
against loss or damage by fire and other casualty in an amount equal to the
Building's full measurable value which shall be paid from the additional rent.
The term "Insurance Coverage" shall include full replacement value, fire,
extended coverage, liability, loss of rent, vandalism, earthquake coverage,
glass coverage, sign coverage and malicious mischief insurance premiums for the
Building. It is expressly understood that Landlord's insurance does not include
business interruption or leasehold coverage for the benefit of Tenant..
Tenant agrees that, if any property owned by it and located in the Leased
Premises shall be damaged or destroyed by an insured peril, and provided such
loss shall not have been caused by Landlord's negligence or willful misconduct,
Landlord shall not have any liability to Tenant, nor to any insurer of Tenant,
for, or in respect of such damage or destruction.
SECTION 6.04. NOTICE OF CASUALTY.
Tenant shall give Landlord prompt notice in case of casualty damage to or
accidents in the Leased Premises.
ARTICLE VII
CONDUCT OF BUSINESS BY TENANT
SECTION 7.01. USE OF LEASED PREMISES.
Tenant shall operate the Leased Premises as software and hardware
development and related activities.
ARTICLE VIII
MAINTENANCE OF LEASED PREMISES
SECTION 8.01. MAINTENANCE BY LANDLORD.
Landlord agrees to maintain and keep in good repair, at its sole cost, the
roof and exterior of the outside walls of the Building in which the Leased
Premises are located, and the mechanical, electrical and plumbing systems of the
Building which service the Leased Premises; provided that Landlord's obligation
to make any such repairs shall not extend to any of said conditions which may
have been created by the negligence of Tenant, its agents, employees, invitees,
licensees or contractors; provided further, that Landlord's obligation to make
any such repairs shall not be applicable to any exterior improvements placed
upon the Leased Premises, or otherwise in the Building, by or specifically for
Tenant, the maintenance of any such items shall be the specific responsibility
of Tenant. The maintenance expense shall be paid from the additional rent.
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SECTION 8.02. MAINTENANCE BY TENANT.
Tenant agrees to maintain and keep in good repair, at its sole cost, the
interior of the Leased Premises, including but not limited to (a) the interior
lighting; (b) windows, including sashes; (c) doors, including frames, locks and
hardware; (d) signs, ceiling and floor coverings therein; and (e) fixtures,
equipment, machinery, controls, appliances, sprinkler systems and utility lines,
and appurtenants thereof as are used in connection with the electrical,
plumbing, heating, air conditioning and ventilating system or systems for the
Leased Premises provided such items are within the Leased Premises, and any
other mechanical system in the Leased Premises. If Tenant fails to make any
repairs required hereunder, Landlord may demand that the Tenant make the same
forthwith; and if the Tenant refuses or neglects to commence such repairs within
thirty (30) days and complete the same within a reasonable period of time,
Landlord may make or cause such repairs to be made, and shall not be responsible
to Tenant for any loss or damage that may accrue to his stock or business by
reason thereof; and if Landlord makes or causes such repairs to be made, Tenant
agrees to pay to Landlord, on demand, the cost thereof. Tenant is not obligated
to maintain any utility or mechanical system which passes over, through or under
the Leased Premises for the purpose of providing services to another Tenant or
to Common Areas.
SECTION 8.03. INSTALLATION OF ELECTRICAL, COMPUTER EQUIPMENT AND OUTSIDE LINES.
Any outside, electrical or telephone lines shall be installed by the Tenant, any
computer or other electrical equipment which causes or which will cause
excessive utility expense or interfere with other tenants shall not be installed
without approval of the Landlord. If Tenant installs any electrical equipment
that overloads the lines in the Leased Premises, or the Building, the Tenant
shall, at its expense, make whatever changes are necessary to comply with the
requirements of the insurance underwriters or governmental authorities having
jurisdiction, and shall be responsible for paying any damage caused thereby to
the other tenants in the Building. Landlord shall not be required to supply
electric service to the Leased Premises in excess of the capacity that is now
existing. No additional lines shall be installed above ground without the
written permission of Landlord.
SECTION 8.04. TENANT'S LIENS.
Tenant will not create or permit to be created or to remain and will discharge,
any lien (included but not limited to, the liens of mechanics, laborers or
materialmen for work or materials alleged to be done or furnished in connection
with the Leased Premises), encumbrance or other charge upon the Leased Premises
or any part thereof, or upon Tenant's leasehold interest therein; provided, the
Tenant shall not be required to discharge any such liens, encumbrances or
charges as may be placed upon the Leased Premises by the act of Landlord.
Tenant shall have the right to contest, in good faith and by appropriate legal
proceedings, the validity or amount of any mechanics, laborers or materialmen's
lien or claimed lien. In the event of such contest, Tenant shall give to
Landlord security in a form acceptable to Landlord, and in an amount not less
than any such lien or claimed lien, to insure payment thereof and to prevent any
sale, foreclosure or forfeiture of the Leased Premises or any part thereof by
reason of such non-payment. on final determination of such lien or claim for
lien, Tenant will immediately pay any judgment rendered, with all proper costs
and charges and shall have such lien released or judgment satisfied at Tenant's
expense; upon such payment and release or satisfaction Landlord will promptly
return to Tenant such security as Landlord shall have received in connection
with such contest. Landlord reserves the right to enter the Leased Premises to
post or keep posted notices of non-responsibility for such lien. Tenant will
pay, protect and indemnify Landlord within ten (10) days after demand therefor,
from and against all liabilities, losses, claims, damages, costs and expenses,
including attorney fees, incurred by Landlord by reason of the filing of any
lien and/or removal of the same.
SECTION 8.05. TENANT'S SIGNS.
Landlord shall make space available to Tenant on the exterior portion of the
Building on which Tenant can place its name, along with the names of other
Tenants of the Building and subject to Landlord's lettering criteria. Apart from
the foregoing, Tenant will not place or cause to be placed or maintained on any
exterior door, wall, window, building entry or store front of the Leased
Premises or the Building any sign, awning or canopy or advertising matter or
other thing of any kind, and will not place or maintain any exterior lighting,
plumbing fixture or protruding object or any decoration, sign, lettering or
advertising matter on the glass of any window or door of the Leased Premises or
the Building without first obtaining written approval and consent by the
Landlord.
All Tenant signs shall be installed and maintained at Tenant's expense. Landlord
may erect a structure to accommodate Tenant's signs and if a structure is so
erected, the structure will be maintained by Landlord, but all Tenant signs
erected therein or thereon shall be erected and maintained at Tenant's sole
expense.
SECTION 8.06. TENANT TO KEEP FREE OF OBSTRUCTIONS, TRASH, DEBRIS, SNOW AND ICE.
Tenant shall at all times keep the walkways, porches, doorways and entryways
providing ingress and egress to the Leased Premises free of all obstructions
including, but not limited to, trash, debris, snow and ice accumulations. In the
event such obstructions or accumulations are not promptly removed by Tenant, the
same may be removed by Landlord and the cost thereof shall be payable by Tenant
as Additional Rent.
ARTICLE IX
PARKING
SECTION 9.01. PARKING OF VEHICLES.
Tenant agrees that it, its agents and employees will park their vehicles only in
such areas as the Landlord from time to time designates for employee parking
areas. No vehicle shall be parked in any area not designated for parking
(including any of the adjoining streets or roads). Tenant's customers shall
share the parking available with the employees, customers and invitees of other
tenants within the Building on a first come, first served basis.
ARTICLE X
ACCESS TO PREMISES
SECTION 10.01. ACCESS TO PREMISES.
Landlord or Landlord's agent, upon reasonable notice and at reasonable times,
shall have the right to enter the Leased Premises to examine the same, and,
within the last three (3) months of the term of the Lease (or any renewal term)
to show the Leased Premises to prospective purchasers or tenants of the
Building, and to make such repairs, alterations, improvements or additions as
Landlord may reasonably deem necessary or desirable, provided Landlord, or its
agents, shall not materially interfere with Tenant's business; Landlord shall be
allowed to take all material into and upon said Leased Premises that may be
required therefor without the same constituting an eviction of Tenant, in whole
or in part, and the rent shall in no way xxxxx while said repairs, alterations,
improvements or additions are being made, provided Landlord, or its agents,
shall not materially interfere with Tenant's business. If Tenant, or its agents,
shall not be present to open and permit an entry into said Leased Premises at
any time, when for any reason an entry therein shall be necessary or
permissible, Landlord or Landlord's agents may enter the same, without rendering
Landlord or such agents liable therefor, and without in any manner affect any
obligations or covenants of this Lease.
ARTICLE XI
ASSIGNMENT
SECTION 11.01. ASSIGNMENT.
Tenant will not voluntarily or involuntarily assign (by operation of law or
otherwise), mortgage, pledge, or sublet this Lease in whole or in part, or all
or any part of the Leased Premises, without the prior written consent of
Landlord in each instance, which consent shall not be unreasonably withheld or
delayed. The consent by Landlord to any assignment or subletting shall not
constitute a waiver of the necessity for such consent to any subsequent
assignment or subletting. Tenant shall pay all costs, expenses and reasonable
attorney fees that may be incurred or paid by Landlord in processing,
documenting or administering any request by Tenant for Landlord's consent
required pursuant to this paragraph. Any consent by Landlord to an assignment or
subletting as provided for in this paragraph shall not release Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained, and Tenant shall remain ultimately liable for all payments and
compliance with all other covenants under this Lease. If at any time during the
Lease term any part or all of the capital shares of Tenant, if Tenant shall be a
corporation' shall be transferred by sale, assignment, bequest, inheritance,
operation of law or other disposition so as to result in a change of the
effective vote control of Tenant as of the date of this Lease, Tenant shall
promptly notify Landlord in writing of such change, and Landlord may terminate
this Lease at any time after such change in control by giving Tenant sixty (60)
days prior written notice of such termination. ARTICLE XII EMINENT DOMAIN
SECTION 12.01. EMINENT DOMAIN.
If the whole of the Leased Premises shall be taken or acquired by any public or
quasi-public authority under the power or threat of eminent domain, the Lease
term shall cease as of the date possession shall be taken by such public
authority and Tenant shall pay rent up to that date with an appropriate refund
by Landlord of such rent as may have been paid in advance for any period
subsequent to the date possession is taken. If less than all of the Leased
Premises shall be so taken, the Lease term shall cease only on the part so taken
as of the date possession shall be taken by such authority and Tenant shall pay
rent up to that day with appropriate refund by Landlord for such rent as may
have been paid in advance for any period subsequent to the date that possession
is taken; thereafter, the Minimum Rent and Additional Rent shall be adjusted on
a prorata basis based upon the number of square feet taken. However, if the part
of the Leased Premises so taken leaves space no longer suitable, in the
reasonable opinion of Tenant, for the conduct of Tenant's business, then Tenant
may elect to terminate the Lease term and Tenant shall pay rent up to the day
possession is taken.
SECTION 12.02. DAMAGES.
All compensation awarded or paid for any taking or acquiring under the power or
threat of eminent domain, whether the whole or any part of the Leased Premises
or Building, shall be property of Landlord, whether such damages shall be
awarded as compensation for the diminution in value of the leasehold or to the
fee of the Leased Premises or otherwise, and Tenant hereby assigns to Landlord
all of the Tenant's right, title and interest in and to any and all such
compensation; provided, however, that Landlord shall not be entitled to any
award specifically made to Tenant for the taking of Tenant's trade fixtures,
furniture or leasehold improvements to the extent of the cost to Tenant of said
improvements, less depreciation computed from the date of said improvements to
the expiration of the original term of this Lease. Notwithstanding anything
herein to the contrary, Tenant expressly retains the right to pursue a separate
action for loss of Tenant's business, depreciation to and cost or removal of
stock and trade fixtures, moving and other reimbursable expenses for the Tenant.
ARTICLE XIII
DESTRUCTION BY FIRE OR OTHER CAUSE
SECTION 13.01. PARTIAL DESTRUCTION BY FIRE OR OTHER CAUSE.
If the Leased Premises shall be partially damaged by fire or other casualty or
cause without the fault or neglect of Tenant, the damage shall promptly be
repaired by and at the expense of Landlord and the rent until such repairs shall
be made shall be apportioned according to the part of the Leased Premises which
is unusable by Tenant. If such partial damage is due to the fault or neglect of
Tenant, without prejudice to any other rights and remedies of Landlord, the
damages shall be repaired by Landlord but there shall be no apportionment or
abatement of rent and the Tenant shall pay to the Landlord any deductible not
covered by the proceeds of insurance. In no event shall the Landlord be required
to repair or replace Tenant's stock in trade, fixtures, furniture, furnishings,
floor coverings or equipment. No penalty shall accrue for reasonable delay which
may arise by reason of an adjustment of insurance on the part of Landlord and/or
Tenant, for reasonable delay on account of "labor troubles" or any other cause
beyond Landlord's control. If the Leased Premises or the Building are
substantially damaged by fire or other cause, then either Landlord or Tenant may
elect to terminate this Lease upon written notice to the other party, and
Landlord's sole obligation to Tenant shall be the appropriate refund by Landlord
of such rent as may have been paid in advance for any period subsequent to the
date of such destruction, and the return of the security deposit.
ARTICLE XIV
ALTERATION OF LEASED PREMISES
SECTION 14.01. ALTERATION OF LEASED PREMISES.
Except for minor non-structural changes or alterations, Tenant shall not alter
or change the Leased Premises in any manner without first obtaining written
permission of Landlord. Landlord in its sole discretion may approve or
disapprove any plans for proposed alteration or changes in the Leased Premises,
in whole or in part.
ARTICLE XV
LANDLORD'S LIEN
SECTION 15.01. LANDLORD'S LIEN.
The Landlord is hereby granted a lien, in addition to any statutory lien that
may exist, on all merchandise, furniture, trade fixtures and other personal
property of Tenant in the Leased Premises, to secure the payment of any rent or
other sums due under this Lease; such property shall not be moved therefrom
until all arrearages shall have been discharged. Landlord shall have the right,
upon a default in the payment of any rent or other sum due under this Lease, to
enter the Leased Premises and take possession of all such property without
liability whether for trespass, eviction, forcible entry or conversion, or
otherwise and to sell the same (Tenant hereby waiving the benefit of all laws
exempting property from execution, levy and sale on distress or judgment), with
or without notice, at public or private sale (at which Landlord may purchase)
and apply the proceeds thereof, less all expenses incurred in connection with
the exercise of Landlord's rights hereunder, as a credit against any sums due
from Tenant to Landlord. Any surplus shall be paid to Tenant, and Tenant shall
pay any deficiency forthwith. Alternatively, the lien hereby granted may be
foreclosed in any manner provided by law.
ARTICLE XVI
DEFAULT BY TENANT
SECTION 16.01. DEFAULT BY TENANT.
A. In the event of: (i) any failure of Tenant to pay any rental or other charges
due hereunder for more than ten (10) days after the same shall be due; or (ii)
any failure of Tenant to perform any other of the terms, conditions or covenants
of this Lease to be observed or performed by Tenant for more than thirty (30)
days after written notice of such default shall have been given to Tenant; or
(iii) if Tenant or any guarantor of this Lease shall become bankrupt or
insolvent, or file any debtor proceedings, or take or have taken against Tenant
or any guarantor of this Lease in any Court pursuant to any statute, either of
the United States or of any state, a petition in bankruptcy or insolvency or for
reorganization or for appointment of a receiver or a trustee of all or a portion
of Tenant's or any such guarantor's property; or (iv) if Tenant or any such
guarantor makes an assignment for the benefit of creditors, or petitions for or
enters into any agreement; or (v) if Tenant shall abandon the Leased Premises or
suffer this Lease to be taken under any writ of execution; then Landlord, in
addition to the other rights or remedies it may have, shall have the immediate
right of re-entry and remove all persons and property from the Leased Premises;
and such property may be removed and stored in a public warehouse or elsewhere
at the cost of, and for the account of Tenant, and without being deemed guilty
of trespass, or becoming liable for any loss or damage which may be occasioned
thereby. It is expressly agreed by Tenant that Minimum Rent, tax reimbursement,
insurance reimbursement, charges and any other regular monthly payments due
under this Lease are due on the date specified herein; and any other sum
(whether or not designated as Additional Rent) is due within ten (10) business
days after receipt of the invoice therefor or notice thereof.
B. Should Landlord elect to re-enter, as herein provided, or should it take
possession pursuant to legal proceedings or pursuant to any notice provided for
by law, it may either terminate this Lease or it may, from time to time, without
terminating this Lease, make such alterations and repairs as may be reasonably
necessary in order to relet the Leased Premises, and relet the Leased Premises,
or any part thereof, for such term or terms (which may be for a term extending
beyond the Lease Term) and at such rental or rentals and upon such other terms
and conditions as Landlord, in its reasonable discretion, may deem advisable.
Upon each such reletting, all rentals received by Landlord from such reletting
shall be applied, first to the payment of any indebtedness other than rent due
hereunder from Tenant to Landlord; second to the payment of any costs and
expenses of such reletting, including brokerage fees and attorney fees and costs
of such alterations and repairs; third to the payment of rent due and unpaid
hereunder; and the residue, if any, shall be held by Landlord and applied in
payment of future rent as the same may become due and payable hereunder. If such
rental is received from such reletting during any month be less than that to be
paid during that month by Tenant hereunder, Tenant shall pay any such deficiency
to Landlord. Such deficiency shall be calculated and paid monthly. Should
Landlord at any time terminate this Lease for any breach, in addition to any
other remedies it may have, it may recover from Tenant all damages it may incur
by reason of such breach, including the cost of recovering the Leased Premises,
attorney fees, and including the worth at the time of such termination of the
excess, if any, of the amount of rent and charges equivalent to the rent
reserved in this Lease for the remainder of this Lease Term over the then
reasonable rental value of the Leased Premises for the remainder of the Lease
Term. All of which amount shall be immediately due and payable from Tenant to
Landlord. In determining the rent which would be payable by Tenant hereunder,
subsequent to default, the annual rent for each month of the unexpired term
shall be equal to the average monthly minimum and Additional Rent paid by Tenant
from the commencement of the Lease Term to the time of default, or during the
preceding twelve (12) full calendar months, whichever period is shorter,
adjusted, however, to include any provision herein for increases in Minimum
Rent.
C. If as a result of any default by Tenant, Landlord shall make any collection
efforts or a suit shall be brought for recovery of possession of the Leased
Premises or for the recovery of rent or any other amount due under the
provisions of this Lease, or because of the breach of any other covenant herein
contained on the part of Tenant to be kept or performed, and a breach shall be
established, Landlord shall be entitled to recover from Tenant all expenses
actually incurred therefor, including reasonable attorney fees.
D. The parties hereto shall, and they hereby do, waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other on any matters whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the Leased Premises, and/or any claim for injury or damage.
ARTICLE XVII
RIGHT OF LANDLORD TO SELL, ASSIGN, TRANSFER,
CONVEY OR MORTGAGE
SECTION 17.01. LANDLORD'S RIGHT TO TRANSFER LEASE.
The Landlord reserves the right during the Lease Term to subject and subordinate
this Lease, and Tenant covenants and agrees to execute and deliver upon demand
such further instruments or agreements subjecting and subordinating this Lease
to any sale, assignment, mortgage, deed of trust, transfer or conveyance; and
said Tenant hereby irrevocably appoints the Landlord the attorney-in-fact of the
Tenant to execute and deliver any such instrument for and in the name of Tenant.
In the event said Landlord sells, assigns, transfers or conveys its interest in
said premises or Lease, the Tenant herein entirely and absolutely releases and
discharges said Landlord from all claims, obligations, demands, conditions,
covenants, terms and provisions of this Lease.
ARTICLE XVIII
MISCELLANEOUS PROVISIONS
SECTION 18.01. NOTICES.
Whenever under this Lease a provision is made for a notice of any kind, it shall
be deemed sufficient if such notice to the Tenant is in writing, addressed to
the Tenant at the last known post office address of Tenant or at the Leased
Premises and deposited in the mail with postage prepaid, and if such notice to
the Landlord is in writing addressed to Xxx Xxxx, Inc., Xxx Xxxx, 4th & Main,
X.X. Xxx 0000, Xxxxxx Xxxx, XX 00000, or such other address as Landlord may
hereafter designate in writing and deposited in the mail with postage prepaid.
SECTION 18.02. HOLDING OVER.
In the event Tenant remains in possession of the Leased Premises after the
expiration of this Lease and without the execution of a new Lease, it shall be
deemed to be occupying said Leased Premises as a Tenant from month to month at a
rate and charge equal to 1.5 times the amount of the Minimum Rent, as adjusted,
plus any Additional Rent and any other charges due under this Lease, and subject
to all of the other conditions, provisions and obligations of this Lease insofar
as the same are applicable to a month to month tenancy. Nothing is herein
intended by the parties to extend the term of this Lease.
SECTION 18.03. WAIVER.
The waiver by Landlord or Tenant of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition on any subsequent breach of the same or any other term,
covenant or condition herein contained. The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent. No covenant, term or condition of this Lease shall be deemed to have been
waived by Landlord or Tenant unless such waiver shall be in writing signed by
the party to be charged.
SECTION 18.04. TENANT'S DUTIES ON TERMINATION.
Upon the expiration or other termination of this Lease, Tenant shall quit and
surrender to Landlord the Leased Premises, broom clean, in good order and
condition, ordinary wear and tear accepted; and Tenant shall remove all of its
furnishings, equipment and personal effects except any leasehold improvements
which have been attached to the floor, walls or ceilings of the Leased Premises.
Landlord, at Landlord's option, may retain any leasehold improvements attached
to the floor, walls or ceilings as Landlord's property or may require Tenant to
remove the same and restore the Leased Premises to the condition that existed at
the date that Tenant took possession of the Leased Premises. Tenant's obligation
to observe or perform this covenant shall survive the expiration or other
termination of the term of this Lease.
SECTION 18.05. BINDING EFFECT.
The covenants, terms and agreements herein contained shall run with the premises
hereby leased and bind the parties hereto, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns unless otherwise
provided herein. The word "Tenant" shall be deemed and chosen to mean each and
every person or party mentioned as a Tenant herein, be the same one or more.
SECTION 18.06. AMENDMENTS.
The terms, conditions or covenants of this Lease may be altered, waived,
changed, varied or abandoned only by written instrument signed by the Landlord
and Tenant.
SECTION 18.07. PARTIAL INVALIDITY.
In the event that any part of this Lease be held by any Court having
jurisdiction to be void, illegal or unenforceable, the remainder of this Lease
shall not be affected and shall be enforceable according to its terms.
SECTION 18.08. ACCORD AND SATISFACTION.
No payment by Tenant or receipt by Landlord of a lesser amount than the monthly
rent herein stipulated shall be deemed to be other than on account of the
earliest reserved rent, nor shall any endorsement or statement on any check or
any letter accompanying any check or payment as rent be deemed an accord and
satisfaction; and Landlord may accept such check or payment, without prejudice
to Landlord's right to recover the balance of such rent or pursue any other
remedy provided in this Lease.
SECTION 18.09. ENTIRE AGREEMENT.
This Lease and the exhibits, riders and amendments if any attached hereto and
forming a part hereof, set forth all of the covenants, promises, agreements,
conditions and understandings between Landlord and Tenant concerning the Leased
Premises and there are no covenants, promises, agreements, conditions or
understandings, either oral or written, between them other than as are herein
set forth.
SECTION 18.10. FORCE MAJEURE.
In the event that Landlord shall be delayed or hindered in or prevented from
doing or performing any act or thing required hereunder by reason of strikes,
lockouts, casualties, acts of God, labor disputes, inability to procure
materials, failure of power, governmental laws or regulations, riots,
insurrection, war or other cause beyond the reasonable control of such party,
then such party shall not be liable or responsible for any such delays, and the
doing or performing of such act or thing shall be extended for the period of the
delay.
SECTION 18.11. CAPTIONS.
The captions, section numbers and article numbers appearing in this Lease are
for convenience only, and do not limit, construe or describe the scope or intent
of such sections or articles of this Lease, nor in any way affect this Lease.
SECTION 18.12. NO SOLICITATION.
Tenant and Tenant's employees and agents shall not solicit business in the
parking areas or other common areas, nor shall Tenant distribute any handbills
or other advertising matter in automobiles parked in the parking area or in the
common areas.
SECTION 18.13. WAIVER OF JURY TRIAL.
The parties hereto shall, and they hereby do, waive trial by jury in any action,
proceeding or counterclaim by either of the parties hereto against the other on
any matters whatsoever arising out of or in any way connected with this Lease,
Premises and/or any claim for injury or damage.
ARTICLE XIX
COMMON AREAS, CONTROL AND MAINTENANCE COSTS
SECTION 19.01. COMMON AREAS.
All common areas shall at all times be subject to the exclusive control and
management of Landlord. Landlord shall have the right, from time to time, to
establish (provided Landlord shall have provided Tenant a copy of said rules and
regulations), modify and enforce reasonable rules and regulations with respect
to all common areas. Tenant agrees to abide by and conform with such rules and
regulations; to cause its concessionaires and suppliers, officers, agents,
employees and independent contractors so to abide and conform; and to use its
best efforts to cause its customers, invitees and licensees to abide and
conform. Landlord will operate and maintain the Common Areas in such a manner as
Landlord, in its reasonable discretion, shall determine from time to time, but
all at times in a manner consistent with the terms of this Lease.
SECTION 19.02. USE OF COMMON AREAS.
All Common Areas not within the Leased Premises, which Tenant shall be permitted
to use and occupy, are used and occupied under a revocable license; and if the
amount of Common Areas be expanded, diminished or relocated, Landlord shall not
be subject to any liability, nor shall Tenant be entitled to any compensation
for the diminution or abatement of rent, except as otherwise provided elsewhere
herein, nor shall such expansion, diminution or relocation of the Common Areas
be deemed constructive or actual eviction.
ARTICLE XX.
FURNITURE
SECTION 20.01. USE OF FURNITURE.
The Landlord is leaving for the Tenant some furniture, hereto attached as
Exhibit "B", for the Tenant's use so long as the Landlord does not otherwise
require it, and so long as it is cared for. Landlord shall have no obligation to
replace any furniture and Tenant will either insure the furniture for its full
value or will reimburse Landlord for expense for the furniture.
ARTICLE XXI.
ATTORNEY
SECTION 21.01. ATTORNEY
Xxx Xxxx has represented Tenant as its attorney in various transactions. Tenant
acknowledges that it has been advised to seek independent legal advice with
regard to this Lease. Tenant acknowledges that it is not relying upon, in any
manner or fashion, Xxx Xxxx of the firm of Xxxx & Xxxxxxx, P.C. on this matter.
Tenant waives all attorney client privileges and conditions.
IN WITNESS WHEREOF, the parties have hereunto subscribed their names on the date
and year provided.
Dated:______________ XXX XXXX, INC.
By: ___________________________________
Title:
LANDLORD
Dated:______________
By: ___________________________________
Title: _________________________________
TENANT
EXHIBIT "A" TO LEASE DATED JUNE , 2005
XXX XXXX, INC., LANDLORD AND INTEGRATED MANAGEMENT INFORMATION, INC., TENANT
TRACT 1. All that part of Block 56 in the Eastern Extension of Platte City,
Platte County, Missouri, described as follows: Beginning 120 feet north of the
northeast corner of the intersection of Oak and State Streets in the City of
Platte City, running thence east 142 feet; thence north to the public road
leading from Platte City, Missouri to Liberty, Missouri; thence with said public
road, in a Northwesterly direction to its junction with said State Street;
thence South to the place of beginning.
TRACT 2. Beginning at the Southwest corner of the Southeast Quarter of Xxxxxxx
00, Xxxxxxxx 00, Xxxxx 00, Xxxxxx Xxxxxx, Xxxxxxxx; thence South 89(Degree) 50'
38" East along the South line of the Southeast Quarter of said Section 25, 150.0
feet; thence North and parallel to the West line of the Southeast Quarter of
said Section 25, 380.22 feet to the Northwest corner of a tract of land recorded
in Book 317 at Page 89 in the Recorder's Office of Platte County, Missouri, said
point being also the True Point of Beginning of the tract to be herein
described; thence continuing North 19.78 feet to the Southwest corner of a tract
of land recorded in Book 88 at Page 130 in the Recorder's Office of Platte
County, Missouri; thence South 89(Degree) 50' 38" East along the South line of
the aforementioned tract of land recorded in Book 88 at page 130, 14.0 feet to
the Southeast corner of the aforementioned tract of land recorded in Book 88 at
Page 130; thence North along the East line of the aforementioned tract of land
recorded in Book 88 at Page 130, 146.82 feet to a point in the Centerline of
Xxxxxxxx Xxxxxx (Xxxx X); thence South 48(Degree) 00' 00" East along the
Centerline of said Xxxxxxxx Street 310.50 feet to the most Northerly corner of a
tract of land recorded in Book 231 at Page 101 of the Recorder's Office of
Platte County, Missouri; thence South 16(Degree) 14' 30" West along the West
line of the aforementioned tract of land recorded in Book 231 at Page 101,
128.55 feet measured, 129.35 feet by deed to the most Easterly corner of a tract
of land recorded in Book 317 at Page 89 in the Recorder's Office of Platte
County, Missouri; thence North 39(Degree) 22' 00" West along the Northeasterly
line of the aforementioned tract of land recorded in Book 317 at Page 89, 72.44
feet measured, 73.28 feet by deed; thence North 58(Degree) 22' 00" West along
the Northerly line of the aforementioned tract of land recorded in Book 317 at
Page 89, 42.96 feet; thence North along the East line of the aforementioned
tract of land recorded in Book 317 at Page 89, 8.43 feet; thence North
81(Degree) 38' 00" West along the North line of the aforementioned tract of land
recorded in Book 317 at Page 89, 144.31 feet to the True Point of Beginning.
Together with an Easement for roadway for ingress and egress appurtenant to the
aforesaid premises over and upon the following described tract of land: A tract
of land in the Southeast Quarter of Xxxxxxx 00, Xxxxxxxx 00, Xxxxx 00, Xxxxxx
Xxxxxx, Xxxxxxxx, described as follows: beginning at the southwest corner of the
Southeast Quarter of said Section 25, thence east along the south line of the
southeast quarter of said section 25, 150 feet; thence North 0 degrees 03
minutes 30 seconds West along a line 150 feet from and parallel to the West line
of the Southeast quarter of said Section 25, 360.0 feet to the true point of
beginning of the tract to be herein described; thence North 0 degrees 03 minutes
30 seconds West 20.22 feet; thence south 81 degrees 41 minutes 30 seconds East
144.31 feet; thence South 0 degrees 03 minutes 30 seconds East 20.22 feet;
thence North 81 degrees 41 minutes 30 seconds West 144.31 feet to the true point
of beginning of the easement tract.
TRACT 3. All that part of Block 56 of the Eastern Extension of Platte City,
Missouri according to the recorded plat thereof and also all that part of a 14.0
foot strip lying East of and adjacent to said Block 56 in the Southeast Quarter
of Section 25, Township 53, Range 35, being bounded and described as follows:
Beginning at a point 120.0 feet North of the Southeast corner of said Block 56;
thence North 89(Degree) 50' 38" West 8.0 feet; thence South 48(Degree) 00' 00"
East 29.60 feet; thence North 0(Degree) 00' 00" East 19.66 feet to a point on
the Southerly right-of-way line of Xxxxxxxx Xxxxxx (Xxxx X); thence North
48(Degree) 00' 00" West along said right-of-way 0.13 feet; thence North
89(Degree) 50' 38" West 13.90 feet to the point of beginning. Subject to any and
all easements and restrictions of record.
TRACT 4. All of the North 44 feet of the following described tract of land: All
that part of the Eastern Extension to the limits of Platte City, Platte County,
Missouri, described as follows: beginning at the Northeast corner of Oak (now
known as Xxxxxx Street) and State Streets to Platte City and running thence East
150 feet; thence North 120 feet; thence West 150 feet; thence South 120 feet to
the beginning and being located in Section 25, Township 53, Range 35.
ALSO all of the North 44 feet of a tract 14 feet wide abutting and lying on the
East side of the tract above described; TOGETHER with a perpetual right of way
to Oak Street (now know as Xxxxxx Street) over the South 76 feet of said 14 foot
tract. EXCEPT all that part of Block 56 of the Eastern Extension of Platte City,
Missouri, according to the recorded plat thereof and also that part of a 14.0
foot strip lying East of and adjacent to said Block 56 in the Southeast Quarter
of Section 25, Township 53, Range 35, being bounded and described as follows:
Beginning at a point 120.0 feet North of the Southeast corner of corner of said
Block 56; thence North 89 degrees 50'38" West 8.0 feet; thence South 48 degrees
00'00" East 29.60 feet; thence North 0 degrees 00'00" East 19.66 feet to a point
on the Southerly right of way line of Xxxxxxxx Xxxxxx (Xxxx X); thence North 48
degrees 00'00" West along said right of way 0.13 feet; thence North 89 degrees
50'38" West 13.90 feet to the point of beginning.
EXHIBIT "B" TO LEASE DATED JUNE 27, 2005
XXX XXXX, INC., LANDLORD AND INTEGRATED MANAGEMENT INFORMATION, INC., TENANT
FURNITURE
Total phone system
Refrigerator
Storage cabinet in Lynn's office
Sweeper
Large Conference Room
10 room chairs
Conference table
Keith's office
small table
Library
7 chairs
Library conference table
Don's office
Desk
Sofa
side tables
Bob's Office
Desk
Sofa
3 small tables
Marge's
Desk
Small Table
Filing Cabinet
Back table
Lynn's
Desk
Jen's
Desk
2 small tables
Kitchen
5 red chairs
Reception Area
8 chairs
coffee table
small table
Small Conf. Room
6 blue chairs
Table
Small table
Brenna's office
Desk
