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EXHIBIT 10.3
LEASE AGREEMENT
Between
COMPUTERIZED PROPERTIES, INC.
as Landlord,
and
COOPERATIVE COMPUTING, INC.
As Tenant,
Covering approximately 36,000 gross square feet
of the Building known (or to be known) as
DEERBROOK OFFICE BUILDING
located at
0000 Xxx Xxxx Xxxx
Xxxxxx, Xxxxx 00000
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Approximately 36,000 gross square feet 0000 Xxx Xxxx Xxxx, Xxxxxx, Xxxxx 00000
LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into by and between Computerized
Properties, Inc., hereinafter referred to as "Landlord," and Cooperative
Computing, Inc., hereinafter referred to as "Tenant."
1. PREMISES AND TERM. In consideration of the mutual obligations of Landlord
and Tenant set forth herein, Landlord leases to Tenant, and Tenant hereby takes
from Landlord, certain leased premises situated within the County of Xxxxxx,
State of Texas, as more particularly described on -EXHIBIT "A" attached hereto
and incorporated herein by reference (the "Premises"), to have and to hold,
subject to the terms, covenants and conditions in this Lease. The term of this
Lease shall commence on the Commencement Date hereinafter set forth and shall
end on the last day of the month that is one hundred twenty (120) month after
the Commencement Date.
Existing Building and Improvements. If no material improvements are to be
constructed to the Premises, the "Commencement Date" shall be June 1, 1992. In
such event, Tenant acknowledges that (i) it has inspected and accepts the
Premises in its "as is" condition, (ii) the buildings and improvements
comprising the same are suitable for the purpose for which the Premises are
leased, (iii) the Premises are in good and satisfactory condition, and (iv) no
representations as to the repair of the Premises nor promises to alter, remodel
or improve the Premises have been made by Landlord (unless otherwise expressly
set forth in this Lease).
2. BASE RENT, SECURITY DEPOSIT AND ESCROW DEPOSITS.
A. Base Rent. Tenant agrees to pay Landlord rent for the Premises, in advance,
without demand, deduction or set off, at the rate set forth in Exhibit B during
the term hereof. One such monthly installment, plus the other monthly charges
set forth in Paragraph 2C below shall be due and payable on the date hereof,
and a monthly installment per Exhibit B shall be due and payable on or before
the first day of each calendar month succeeding the Commencement Date, except
that all payments due hereunder for any fractional calendar month shall be
prorated.
B. Security Deposit. In addition, Tenant agrees to deposit with Landlord on the
date hereof the sum of Twenty Four Thousand and 00/100 dollars ($24,000.00),
which shall be held by Landlord, without obligation for interest, as security
for the performance of Tenant's obligations under this Lease (the "Security
Deposit), it being expressly understood and agreed that the Security Deposit is
not an advance rental deposit or a measure of Landlord's damages in case of
Tenant's default. Upon occurrence of an Event of Default, Landlord may use All
or part of the Security Deposit to pay past due rent or other payments due
Landlord under this Lease or the cost of any other damage, injury, expense or
liability caused by such Event of Default, without prejudice to any other
remedy provided herein or provided by law. On demand, Tenant Shall pay Landlord
the amount that will restore the Security Deposit to its original amount. The
Security Deposit shall be deemed the property of Landlord, but any remaining
balance of the Security Deposit shall be returned by Landlord to Tenant when
all of Tenant's present and future obligations under this Lease have been
fulfilled.
C. Escrow deposits. Without limiting in any way Tenant's other obligations
under this Lease, Tenant agrees to pay to Landlord its Proportionate Share (as
defined in this Xxxxxxxxx 0X xxxxx) of (i) Taxes (hereinafter defined) payable
by Landlord pursuant to Xxxxxxxxx 0X xxxxx, (xx) the cost of utilities payable
by Landlord pursuant to Xxxxxxxxx 0 xxxxx, (xxx) Landlord's cost of maintaining
insurance pursuant to Paragraph 9A below, and (iv) Landlord's cost of
maintaining the Premises pursuant to paragraph SE below and any common area
charges payable by Tenant in accordance with Paragraph 4B below (collectively
the "Tenant Costs"). During each month of the term of thin Lease, on the same
day that rent is due hereunder, Tenant shall deposit in escrow with Landlord an
amount equal to one-twelfth (1/12) of the estimated amount of Tenant's
Proportionate Share of the Tenant Costs. Tenant authorize Landlord to use the
funds deposited with Landlord under this Xxxxxxxxx 0X to pay such Tenant Costs.
The initial monthly escrow payments are based upon the estimated amounts for
the year in question and shall be increased or decreased annually to reflect
the projected actual amount of all Tenant Costs. If the Tenant's total escrow
deposits for any calendar year are less than Tenant's actual Proportionate
Share of the Tenant Costs for such calendar year, Tenant shall pay the
difference to Landlord within ten (10) days after demand. If the total escrow
deposits of Tenant for any calendar year are more than Tenant's actual
Proportionate Share of the Tenant Costs for such calendar year, Landlord shall
retain such excess and credit it against Tenant's escrow deposits next maturing
after such determination. In the event the Premises constitute a portion of a
multiple occupancy building (the "Building"), Tenant's "Proportionate Share"
with respect to the Building, as used in this Lease, shall mean a fraction, the
numerator of which is the gross rentable area contained in the Premises and the
denominator of which is the gross rentable area contained in the entire
Building. In the event the Premises or the Building is part of a project or
business park owned, managed or based by Landlord or an affiliate of Landlord
(the "Project), Tenant's "Proportionate Share" of the Project, as used in this
Lease, shall mean a fraction, the numerator of which is the gross rentable area
contained in the Premises and the denominator of which is the gross rentable
area contained in all of the buildings (including the Building) within the
Project.
3. TAXES
A. Real Property Taxes. Subject to reimbursement under Paragraph 2C herein,
Landlord agrees to pay All taxes assessments and governmental charges of any
kind and nature (collectively referred to herein as "Taxes) that accrue against
the Premises, the Building and/or the land of which the Premises or the
Building are a part. If at any time during the term of this Lease there Shall
be levied, assessed or imposed on Landlord a capital levy or other tax directly
on the rents received therefrom and/or a franchise tax, assessment, levy or
charge measured by or based, in whole or in part, upon such rents from the
Premises and/or the land and improvements of which the Premises are a part,
then all such taxes, assessments, levies or charges, or the part thereof so
measured or based shall be deemed to be included within the term "Taxes" for
the purposes hereof. The Landlord shall have the right to employ a tax
consulting firm to attempt to assure a fair tax burden on the real property
within the applicable taxing Jurisdiction. Tenant agrees to pay Its
Proportionate Share of the cost of such consultant.
B. Personal Property Taxes. Tenant Shall be liable for All taxes levied or
assessed against any personal property or fixtures placed in or on the
Premises. If any such taxes are levied or assessed against Landlord or
Landlord's property and (i) Landlord pays the same or (ii) the assessed value
of Landlord's property is increased by inclusion of such personal property and
fixtures and Landlord pays the increased taxes, then Tenant shall pay to
Landlord, upon demand, the amount of such taxes.
4. LANDLORD'S REPAIRS AND MAINTENANCE.
A. Structural Repairs. Landlord, at its own cost and expense, shall maintain
the roof, foundation and the structural soundness of the exterior walls of the
Building in good repair, reasonable wear and tear excluded. The term "walls" as
used herein shall not include windows, glass or plate glass, any doors, special
store fronts or office entries, and the term "foundation" as used herein shall
not include loading docks. Tenant shall immediately give Landlord written
notice of defect or need for repair, after which landlord shall have reasonable
opportunity to effect such repairs or cure such defect.
B. Tenant's Share of Common Area Charges. Tenant agrees to pay it's
Proportional Share of the cost of (i) maintenance and/or landscaping (including
both maintenance and replacement of landscaping) of any property that is a part
of the Building and/or the
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Project; (ii) operating, maintaining and repairing any property, facilities or
service. (including without limitation utilities and insurance therefore)
provided for the use or benefit of Tenant or the common use or benefit of
Tenant and other lessees of the Project or the building; and (iii) an
administrative fee of fifteen percent (15%) of all common area maintenance
charge.
5. TENANT'S REPAIRS.
A. Maintenance of Premise. and Appurtenances. Tenant, at its own cost and
expense, shall (i) maintain all parts of the Premises and promptly make all
necessary repairs and replacements to the Premises (except those for which
landlord is expressly responsible hereunder), and (ii) keep the parking' areas,
driveways and alleys surrounding the Premises in a clean and sanitary condition
Tenant's obligation align to maintain, repair and make replacements to the
Premises shall cover, but not be limited to, pest control (including termites),
trash removal and the maintenance, repair and replacement of all HVAC,
electrical, plumbing, sprinkler and other mechanical systems
B Parking Tenant and its employees customers and licensees shall have the right
to use only its Proportionate Share of any parking areas shall have been
designated for such use by Landlord in writing subject to (i) all rules and
regulations promulgated by Landlord and (ii) rights of ingress and engress of
other lessees I Landlord shall not be responsible for enforcing Tenant 's
parking rights against any third parties and Tenant expressly does not have the
right to tow or obstruct improperly parked vehicles. Tenant agrees not to park
on any public street or private roadways adjacent lot or in the vicinity of the
Premises.
C System Maintenance. Tenant at its own cost and expense shall enter into a
regularly schedule preventive maintenance/.service contract will a maintenance
contract approved by Landlord for servicing all hot water heating and air
conditioning systems and equipment within the Premises The service contract
must( include all services suggested by the equipment manufacturer in its
operations/maintenance manual and must become effective within thirty (30) days
of the date Tenant takes possession of the Premises.
D. Option to Maintain Premises. Landlord reserves the right to perform in whole
or in part and without notice to Tenant maintenance repairs and replacements to
the Premises paving common area landscape exterior painting common sewage line
plumbing and any other items that are otherwise Tenant s obligations under this
Paragraph 5 in which event Tenant shall be liable for a Proportionate Share of
the cost and expense of such repair replacement maintenance and other such
items
6. ALTERATIONS. Tenant shall not make any alterations additions or improvements
to the Premises without the prior written consent of Landlord Tenant at its own
cost and expense may erect such shelves, bins, machinery and trade fixtures as
it desires provided that (i) such items do not alter the basic character of the
Premises or the Building (ii) such items do not overload or damage same (iii)
such items may be removed without injury to the Premises and (iv) the
construction erection or installation thereof complies with all applicable e
governmental laws ordinances regulations and with Landlord specifications' and
requirements Tenant shall be responsible for compliance with The Americans With
[)disabilities Act of 1990 Without implying: any consent of landlord thereto
all alterations additions improvements and partitions erected by Tenant shall
he and remain the property of Tenant during the Lease of this Lease All shelves
bins machinery and trade fixtures installed by Tenant shall be removed on or
before the earlier to occur of the Xxx of termination or expiration of this
Lease or vacating the Premises at which time Tenant shall restore the Premises
to their original condition All alterations installations removal and
restorations shall be performed in a good and workmanlike manner so as not to
Damage or alter the primary structure or structural qualities of the Building
or other improvements situated on the Premises or of which the Premises are a
part
7. SIGNS. Any sign Tenant desires for the Premises shall be subject to Landlord
written approval and shall be submitted to Landlord prior to (the Commencement
Date of this Lease Tenant shall repair paint and/ replace the building fascia
surface to which its signs are attached upon Tenant's vacating the Premises or
the removal or alteration of its signage Tenant shall not without landlord's
prior written consent (i) make any changes to the exterior of the Premises such
as painting (ii) install any exterior lights ht. decorations balloons flags
pennants or banners; or (iii) erect or install any signs windows or door
lettering placards decorations or advertising media of any type which can be
viewed from the exterior of the Premises All signs decorations advertising
media blinds draperies and other window treatment or bars or other security
installations visible from outside the Premises shall conform in all respects
to the criteria established by Landlord or shall be otherwise subject to
Landlord's prior written consent.
8. UTILITIES. Landlord agrees to provide normal water and electricity service
to the Premises Tenant shall pay for all water gas heat light power telephone
sewer sprinkler charges and other utilities and services used on or at the
Premises together with any taxes penalties surcharge or the like pertaining to
the Tenant's use of the Premises and any maintenance charges for utilities
Landlord shall have the right to cause any of said services to be separately
metered to Tenant at Tenant's expense Tenant shall pay its pro rata share as
reasonably determined by Landlord of all charges for jointly metered utilities.
Landlord shall not be liable for any interruption or failure of utility service
on the Premises and Tenant shall have no right, or claims as a rebuilt of any
such failure In the event water is not separately metered to Tenant, Tenant
agrees that it will not use water and sewer capacity for uses other than normal
domestic restroom and kitchen usage and Tenant funkier agrees to reimburse
Landlord for the entire amount of common water and sewer costs as additional
rents if in fact Tenant uses water or sewer capacity for uses other than normal
domestic restroom and kitchen uses without first obtaining Landlord's written
permission including but not limited to the cost for acquiring additional sewer
capacity to service Tenant's excess sewer use. Furthermore Tenant agrees in
such event to install al its own expense a submeter to determine Tenant's usage
9. INSURANCE:
A Landlord Insurance Subject to reimbursement under Paragraph C herein Landlord
shall maintain insurance covering the building in an amount not less than
eighty percent (80%) of the "replacement cost" through insuring a against the
perils of fire lightning extended coverage vandalism and malicious mischief
B Tenant's Insurance Tenant at its own cost shall maintain during the term of
Lease a policy or policies of worker's compensation and comprehensive general
liability insurance including personal injury and property damage with
contractual liability endorsement in the amount of Five Hundred thousand
Dollars ($500,000.00) for property damage and One Million Dollar per occurrence
and One million Dollars ($ 1, 000, 000 .00) in the aggregate for personal
injuries or deaths of persons occurring in or about the Premises Tenant at its
own expense, shall also maintain during the term of this Lease, fire and
extended coverage insurance covering the replacement cost of (i) all
alterations and additions partitions and improvements install or placed on the
Premises by Tenant or by Landlord on behalf of Tenant; and (ii) all of Tenant's
personal property contained within the Premises' said policies shall (i) name
the Landlord as an additional insured and inure Landlord's contingent liability
under or in connection with this Lease (except for the workers' compensation
policy which instead shall include a waiver of subrogation endorsement in favor
of Landlord) (ii) be issued by an insurance company; which is acceptable to
Landlord and (iii) ,provide that said insurance shall not be canceled unless
thirty (30) days prior written notice has been given to landlord said policy or
policies or certificates thereof shall be delivered to Landlord by Tenant on or
before the Commencement Date and upon each renewal of said insurance
C Prohibited Uses Tenant will not permit the Premises t be used for any purpose
or in any manner that would (i) void the insurance risk (ii) increase the
insurance risk or (iii) cause the disallowance of any sprinkler credits;
including without limitation, use of the Premises for the receipt, storage or
handling of any product, material or merchandise that is explosive highly
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inflammable. If any increase in the cost of any insurance on the Premises or
the Building is caused by Tenant's use of the Premises or because Tenant
vacates the Premises, then Tenant shall pay the amount of such increase due to
Landlord upon demand therefor.
10. FIRE AND CASUALTY DAMAGE.
A. Total or Substantial Damage and Destruction. If the Premises or the Building
should be damaged or destroyed by fire or other peel, Tenant shall immediately
give written notice to Landlord of such damage or construction If the Premises
or the Building should be totally destroyed by any peril covered by the
insurance to be provided by Landlord under Paragraph 9A above, or if they
should be so damaged thereby that in Landlord's estimation, rebuilding or
repairs cannot be completed within one hundred eighty (180) days after the date
of such damage or after such completion there would not be enough lime
remaining under the terms of this Lease to fully amortize such rebuilding or
repairs, then this Lease shall terminate and the rent shall be abated during
the unexpired portion of this Lease, effective upon the xxxx of the occurrence
of such damage.
B. Partial Damage or Destruction. If the Premises or the building should be
damaged by any peril covered by the insurance to be provided by Landlord under
Paragraph 9A above and, in Landlord's estimation, rebuilding or repairs can be
substantially completed within one hundred eighty (180) days after the sale of
such damage, then this Lease shall not terminate and Landlord shall
substantially restore the Premises to its previous condition, except that
Landlord shall not be required to rebuild repair or replace any part of the
partitions, fixtures, additions and other improvements that may have been
constructed, erected or installed in or about the Premises for the benefit of,
by or for Tenant.
C. Leinholders' Rights in Proceeds. Notwithstanding anything; herein to the
contrary in the event the holder of any indebtedness secured by a mortgage or
deed of trust covering the Premises requires that the insurance process be
applied to cover indebtedness then Landlord shall have the right to terminate
this Lease by delivering written notice of termination to Tenant within fifteen
(15) day after such requirement is made known to Landlord to any such holder
whereupon all rights and obligations hereunder shall cease and terminate.
D. Waiver of Subrogation Notwithstanding anything in this Lease to the contrary
Landlord and Tenant hereby waive and release each other of and from any and all
rights of recovery claims actions or causes of action against each other or
their respective agents, officers and employees for any loss or damage that may
occur to the Premises improvements, to the Building or personal property
(Building contents) within the Building and/or Premises for any reason
regardless of cause or origin. Each party to this Lease agrees immediately
after execution of this Lease to give written notice of the terms of the mutual
waivers contained in this sub paragraph to each insurance company that has
issued to such party policies of fire and extended coverage insurance and to
have the insurance policies properly endorsed to provide that the carriers of
such policies waive all rights of recovery under subrogation or otherwise
against the other party.
11. Liability and Indemnification. Except for any claims, rights of recovery
and causes of action that Landlord has released, Tenant shall hold Landlord
harmless from and defend Landlord against any and all claims or liability for
any injury or damage (i) to any person or property whatsoever occurring in, on
or about the Premises or any pan thereof, the Building and/or other common
areas the use of which Tenant may have in accordance with this Lease, if (and
only if) such injury or damage shall be caused in whole or in part by the act,
neglect, fault or omission of any duty by Tenant, its agents, servants,
employees or invitees; (ii) arising from the conduct or management of any work
done by the Tenant in or about the Premises; (iii) arising from transactions of
the Tenant; and (iv) all costs, counsel fees, expenses and liabilities incurred
in connection with any such claim or action or proceeding brought thereon. The
provisions of this Paragraph 11 shall survive the expiration or termination of
this Lease. Landlord shall not be liable in any event for personal injury or
loss of Tenant's property caused by fire, flood, water leaks, rain, hail, ice,
snow, smoke, lightning, wind, explosion, interruption of utilities or other
occurrences. Landlord strongly recommends that Tenant secure Tenant's own
insurance in excess of the amounts required elsewhere in this lease to protect
against the above occurrences if Tenant desires additional coverage for such
risks. Tenant shall give prompt notice to Landlord of any significant accidents
involving injury to persons or property. Furthermore, Landlord shall not be
responsible for lost or stolen personal property, equipment, money or jewelry
from the Premises or from the public area of the Building or the Project,
regardless of whether such loss occurs when the are is locked against entry.
Landlord shall not be liable to Tenant or Tenant's employees, customers or
invitees for any damages or losses to persons or property caused by any lessees
in the Building or the Project, or for any damages or losses caused by theft
burglary, assault, vandalism or other crimes. Landlord strongly recommends that
Tenant provide its own security systems and services and secure Tenant's own
insurance in excess of the amounts required elsewhere in this Lease to protect
against the above occurrences if Tenant desires additional protection or
coverage for such risks. Tenant shall give Landlord prompt notice of any
criminal or suspicious conduct within or about the Premises, the Building or
the Project and/or any personal injury or property damage caused thereby.
Landlord may, but is not obligated to, enter into agreements with third parties
for the provision, monitoring, maintenance and repair of any courtesy patrols
or similar services or fire protective systems and equipment and, to the extent
same is provided at Landlord's sole discretion. Landlord shall not be liable to
Tenant for any damages, costs or expenses which occur for any reason in the
event any such system or equipment - not properly installed, monitored or
maintained or any such services are not properly provided. Landlord shall use
reasonable diligence in the maintenance of existing lighting, if any, in the
parking garage or parking areas servicing the Premises, and Landlord shall not
be responsible for additional lighting or any security measures in the Project,
the Premises, the parking garage or other parking areas.
12. USE. The Premises shall be used only for the purpose of receiving, storing,
shipping and selling (other than retail), products, materials and merchandise
made and/or distributed by Tenant and for such other lawful purposes as may be
directly incidental thereto. Outside storage, including without limitation
storage of trucks and other vehicles, is prohibited without landlord's prior
written consent. Tenant shall comply with all governmental laws, ordinances and
regulations applicable to the use of the Premises and shall promptly comply
with all governmental orders and directives for the correction, prevention and
abatement of nuisances in, upon or connected with the Premises, all at Tenant's
sole expense. Tenant shall not permit any objectionable or unpleasant odors,
smoke, dust, gas, noise or vibrations to emanate from the Premises, nor take
any other action that would constitute a nuisance or would disturb,
unreasonably interfere with or endanger Landlord or any other lessees of the
Building or the Project.
13. HAZARDOUS WASTE. The term "Hazardous Substances," as used I this Lease,
shall mean pollutants, contaminants, toxic or hazardous wastes, radioactive
materials or any other substances, the use and/or the removal of which is
required or the use of which is restricted, prohibited or penalized by any
"Environmental Law," which term shall mean any federal, state or local statute,
ordinance, regulation or other law of a governmental or quasigovernmental
authority relating to pollution or protection of the environment or the
regulation of the storage or handling of Hazardous Substances. Tenant hereby
agrees that: (i) no activity will be conducted on the Premises that will
produce any Hazardous Substances, except for such activities that are part of
the ordinary course of Tenant's business activities (the "Permitted
Activities"), provided said Permitted Activities are conducted in accordance
with all Environmental Laws and have been approved in advance in writing by
Landlord and, in connection therewith, Tenant shall be responsible for
obtaining any required permits or authorizations and paying any fees and
providing any testing required by any governmental agency; (ii) the Premises
will not be used in any manner for the storage of any Hazardous Substances,
except for the temporary storage of such materials that are used in the
ordinary course of Tenant's business (the "Permitted Materials"), provided such
Permitted Materials are properly stored in a manner and location meeting all
Environmental Laws and have been approved in advance in writing by Landlord,
and, in connection therewith. Tenant shall be responsible for obtaining any
required permits or authorizations and paying any fees and providing any
testing required by any governmental agency; (iii) no portion of the Premises
will be used as a landfill or a dump; (iv) Tenant will not install any
underground tanks of any type; (v) Tenant will not allow any surface or
subsurface conditions to exist or come into existence that constitute, or with
the passage of time may constitute,
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a public or private nuisance; and (vi) Tenant will not permit any Hazardous
Substances to be brought onto the Premises, except for the Permitted Materials,
and if so brought or found located thereon, the same shall be immediately
removed, with proper disposal, and all required clean-up procedures shall be
diligently undertaken by Tenant at its sole cost pursuant to all Environmental
Laws. Landlord and Landlord's representatives shall have the right but not the
obligation to enter the Premises for the purpose of inspecting the storage, use
and disposal of any Permitted Materials to ensure compliance with all
Environmental Laws. Should it be determined, in Landlord's sole opinion, that
any Permitted Materials are being improperly stored, used or disposed of, then
Tenant shall immediately take such corrective action as requested by Landlord.
Should Tenant fail to take such corrective action within twenty-four (24)
hours, Landlord shall have the right to perform such work and Tenant shall
reimburse Landlord, on demand, for any and all costs associated with said work.
If at any time during or after the term of this Lease, the Premises is found to
be contaminated with Hazardous Substances Tenant shall diligently institute
proper and thorough cleanup procedures, at Tenant's sole cost. Tenant agrees to
indemnify and hold Landlord harmless from all claims, demands, actions,
liabilities, costs, expenses, damages, penalties and obligations of any nature
arising from or as a result of any contamination of the Premises with Hazardous
Substances, or otherwise arising from the use of the Premises by Tenant. The
foregoing indemnification and the responsibilities of Tenant shall survive the
termination or expiration of this Lease.
14. INSPECTION. Landlord's agents and representatives shall have the right to
enter the Premises at any reasonable time during business hours (or at any time
in case of emergency) (i) to inspect the Premises, (ii) to make such repairs as
may be required or permit pursuant to this Lease, and/or (ii) during the last
six (6) months of the Lease term, for the purpose of showing the Premises. In
addition, Landlord shall have the right to erect a suitable sign on the
Premises stating the Premises are available for lease. Tenant shall notify
Landlord in writing at least thirty (30) days prior to vacating the Premises
and shall arrange to meet with Landlord for a joint inspection of the Premises
prior to vacating. If Tenant fails to give such notice or to arrange for such
inspection, then Landlord's inspection of the Premises shall be deemed correct
for the purpose of determining Tenant's responsibility for repairs and
restoration of the Premises.
15. ASSIGNMENT AND SUBLETTING. Tenant shall not have the right to sublet,
assign or otherwise transfer or encumber this Lease, or any interest therein,
without the prior written consent of Landlord. Any attempted assignment,
subletting, transfer or encumbrance by Tenant in violation of the terms and
covenants of this paragraph shall be void. Any assignee, sublessee or
transferee of Tenant's interest in this Lease (all such assignees, sublesses
and transferees being hereinafter referred to as "Transferees") by assuming
Tenant's obligations hereunder, shall assume liability to Landlord for all
amounts paid to persons other than Landlord by such Transferees to which
Landlord is entitled or is otherwise in contravention of this Paragraph 15. No
assignment, subletting or other transfer, whether or not consented to by
Landlord or permitted hereunder, shall relieve Tenant of its liability under
this Lease. If an Event of Default occurs while the Premises or any part
thereof are assigned or sublet, then landlord, in addition to any other
remedies herein provided or provided by law, may collect directly from such
Transferee all rents payable to the Tenant and apply such rents against any
sums due to Landlord hereunder. No such collection shall be construed to
constitute a novation or a release of Tenant from the further performance of
Tenant's obligations hereunder. If Landlord consents to any subletting or
assignment by Tenant as hereinabove provided and any category of rent
subsequently received by Tenant under any such sublease is in excess of the
same category of rent payable under this Lease, or any additional consideration
is paid to Tenant by the assignee under any such assignment, then Landlord may,
at its option, declare such excess rents under any sublease or such additional
consideration for any assignment to be due and payable by Tenant to Landlord as
additional rent hereunder. The following shall additionally constitute an
assignment of this Lease by Tenant for the purposes of this Paragraph 15: (i)
if Tenant is a corporation, any merger, consolidation, dissolution or
liquidation, or any change in ownership or power to vote of thirty percent
(30%) or more of Tenant's outstanding voting stock; (ii) if Tenant is a
partnership, joint venture or other entity, any liquidation, dissolution or
transfer of ownership of any interests totaling thirty percent (30%) or more of
the total interests in such entity. (iii) tile sale, transfer, exchange,
liquidation or other distribution of more than thirty percent (30%) of Tenant's
assets, other than this Lease; or (iv) the mortgage, pledge, hypothecation or
other encumbrance of or grant of a security interest by Tenant in this Lease,
or of any of Tenant's rights hereafter.
16. CONDEMNATION If more than eighty percent (80%)of the Premises are taken for
any public or quasi-public use under governmental law, ordinance or regulation,
or by right of eminent domain or private purchase in lieu thereof and the
tacking materially interfere with the use of the remainder of the Premises for
the purpose for which they were leased to Tenant, then this Lease shall
terminate and the rent shall be abated during the unexplored portion of this
Lease, effective on the date of such taking. If less than eighty percent (80%)
of tile Premises are taken for any public or quasi-public use under any
governmental law, ordinance or regulation, or by right of eminent domain or for
private purchase in lieu thereof, or if the taking does not prevent or
materially interfere with the use of the remainder of the Premises for the
purpose for which they were leased to Tenant, then this lease shall not
terminate, but the rent but the rent payable hereunder during the unexpired
portion of this lease shall be reduced to such an extent as may be fair and
reasonable under all of the circumstances. All compensation awarded in
connection with as a result of any of the foregoing proceedings shall be the
property of Landlord, and tenant hereby assigns ant interest in any such award
to Landlord; provided, however Landlord shall have no interest in any xxxx made
to Tenant for loss of business or goodwill or for the taking of Tenant's trade
fixtures and personal property, is a separate award of such items is made to
Tenant.
17. HOLDING OVER. At the termination of this Lease by its expiration or
otherwise, Tenant shall immediately deliver possession of the Premises to
Landlord with all repairs and maintenance required herein to be performed by
Tenant completed. If for any reason, Tenant retains possession of the Premises
after the expiration or termination of this Lease, unless the parties hereto
otherwise agree in writing, such possessions shall be deemed a tenancy at will
only, and all of the other items and provisions of this Lease shall be
applicable during such period, except that Tenant shall pay Landlord from time
to time, upon demand, as rental for the period of such possession, an amount
equal to one and one-half (1 1/2) times the rent in effect on the date of such
termination of this Lease, computed on a daily basis for each day of such
period. No holding over by Tenant, whether with or without consent of Landlord,
shall operate to extend this as otherwise expressly provided. The preceding
provisions of this Paragraph 17 shall not be construed as content for Tenant to
retain possession of the Premises in the absence of written consent thereto by
Landlord.
18. QUIET ENJOYMENT. Landlord represents that it has the authority to enter
into this Lease and that, so long as Tenant pays all amounts due hereunder and
performs all other covenants and agreements herein set forth, Tenant shall
peaceably and quietly have, hold and enjoy the Premises for the term hereof
without hindrance or molestation from Landlord, subject to the terms and
provisions of this Lease.
19. EVENTS OF DEFAULT. The following events (herein individually referred to as
an 'Event of Default') each be deemed to be a default in or breach of Tenant's
obligation, under this Lease:
A. Tenant shall fail to pay any installment of the rent herein reserved when
due, or any other payment or reimbursement to Landlord required herein when
due, and such failure shall continue for a period of five (5) days from the
date such payment was due.
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B. Tenant shall (i) vacate or abandon all or a substantial portion of the
Premises or (ii) fail to continuously operate its business d the Premises for
the permitted use set forth herein in either event whether or not Tenant is in
default of the rental payments due under this Lease.
C. Tenant shall fail to discharge any lien placed upon the Premises in
violation of Paragraph 22 lease within twenty (20) days after any such lien or
encumbrance is filed against the Premises.
D. Tenant shall default in the performance of any of its obligations under any
other lease to Tenant from Landlord, or from any person or entity affiliated
with or related to Landlord, and same shall remain uncured after the lapsing of
any applicable cured periods provided for under such other lease.
E. Tenant shall fail to comply with any term, provision or covenant of this
Lease (other than those listed above in this paragraph) and shall not cure such
failure within twenty (20) days after written notice thereof from Landlord.
20. REMEDIES. Upon each occurrence -f an Event of Default, Landlord shall have
the option to pursue any one or more of the following remedies without any
notice or demand;
(a) Terminate this Lease;
(b) Enter upon and take possession of the Premises without terminating Lease;
(c) Make such payments and/or take such action Landlord perform whatever Tenant
is obligated to pay or perform under the terms of this Lease, and Tenant agrees
that Landlord shall not in liable for any damages resulting from such action;
and/or
(d) After all Locks ad other security devices at the Premises, with or without
terminating this Lease, and pursue, at Landlord's option, one or more remedies
pursuant to this Lease, and Tenant hereby expressly agrees that Landlord shall
not be required to provide to Tenant the new key to the Premises, regardless of
hour, including Tenant's regular business hours; and in any such event Tenant
shall immediately vacate the Premises, and if Tenant fails to do so, Landlord,
without waiving any other remedy it may have, may enter upon and take
possession of the Premises and expel or remove Tenant and any other person who
may be occupying such Premises or any part thereof, without being liable for
prosecution or any claim of damages therefore. In the event of any violation of
Section 93.002 of the Texas Property Code by Landlord or by any agent or
employee of Landlord, Tenant hereby expressly waives any and all rights Tenant
may have under Paragraph (g) of such Section 93.002.
A. Damages Upon Termination. If Landlord terminated this Lease at Landlord's
option, Tenant shall be liable for and shall pay to Landlord the sum of all
rental and other payments owed to Landlord hereunder accrued to the date of
such termination, plus, as liquidated damages, an amount equal to (i) the
present value of the total rental and other payments owed hereunder for the
remaining portion of the Lease term, calculated as if such term expired on the
date set forth in Paragraph 1, less (ii) the present value of the then fair
market rental for the Premises for such period, provided that, because of the
difficulty of ascertaining such value and in order to achieve a reasonable
estimate of Liquidated damages hereunder, Landlord and Tenant stipulate and
agree, for the purposes hereof, that such fair market rental shall in no event
exceed seventy-five percent (75%) of the rental amount for such period act
forth in Paragraph 2 above.
B. Damages Upon Repossession. If Landlord repossesses the Premises without
terminating this Lease, Tenant, at Landlord's option, shall be liable for and
shall pay Landlord on demand all rental and other payments owed to Landlord
hereunder, accrued to the date of such repossession, plus all amounts required
to be paid by Tenant to Landlord until the date of expiration of the term as
stated in Paragraph 1, diminished by all amounts actually received by Landlord
through reletting the Premises during such remaining term (but only to the
extent of the rent herein reserved). Actions to collect amounts due by Tenant
to Landlord under this paragraph may be brought from time to time, on one or
more occasions, without the necessity of Landlord's waiting until expiration of
the Lease term.
C. Reletting, Removing, Repairs and Enforcement. Upon an Event of Default, in
addition to any sum provided to be paid under this Paragraph 20, Tenant also
shall be liable for and shall pay to Landlord (i) brokers' fees and all other
costs and expenses incurred by Landlord in connection with reletting the whole
or any part of the Premises; (ii) the costs of removing, storing or dis-sing of
Tenants or any other occupant's property; (iii) like cost. of repairing,
altering, remodeling or otherwise putting the Premises into condition
acceptable to a new tenant or tenants; (iv)any and all costs and expenses
incurred by Landlord in affecting compliance with Tenants obligations under
this Lease; (v) all reasonable expenses incurred by Landlord in enforcing or
defending Landlord's rights and/or remedies hereunder, including without
limitation all reasonable attorneys' fees and all court costs incurred ~n
connection with such enforcement or defense.
D. Late Charge. In the event Tenant fails to make any payment due hereunder
within five (5) days after such payment is due, including without Limitation
any rental escrow payment, in order to help defray the additional cost to
Landlord for processing such late payments and not as interest, Tenant shall
pay to Landlord on demand a late charge in an amount equal five percent (5 %)
of such payment. The provision for such late charge shall be in addition to all
of Landlord's other rights and remedies hereunder or at law, and shall not be
consted as liquidated damages or as limiting Landlord's remedies in any manner.
E. Interest on Past Due Amounts. If Tenant fails to pay any sum which at any
time becomes due to Landlord under any provision of this Lease as and when the
same becomes due thereunder, and such failure continues for ten (10) days after
the due date for such payment, then Tenant shall pay to Landlord interest on
such overdue amounts from the date due, until paid at an annual rate which
equals the lesser of (i) eighteen percent (18%) or (ii) the highest rate then
permitted by law.
F. No Implied Acceptances or Waivers. Exercise by Landlord of any one or more
remedies hereunder granted or otherwise available shall not be deemed to be an
acceptance by Landlord of Tenant's surrender of the Premises, it being
understood that such surrender can be effected only by the written agreement of
Landlord. Tenant and Landlord further agree that forbearance by Landlord to
enforce any of its rights under this Lease or at law or in equity shall not be
a waiver of Landlord's right to enforce any one or more of its rights,
including any right previously forborne, in connection with any existing or
subsequent default. No re-entry or taking possession of the Premises by
Landlord shall be construed as an election on its part to terminate this Lease,
unless a written notice of such intention is given to Tenant, and,
notwithstanding any such is reletting or re-entry or taking of the Premises,
Landlord may at any time thereafter elect to terminate this Lease for a
previous default. Pursuit of any remedies hereunder shall not preclude the
pursuit of any other remedy herein provided by any other remedies provided by
law, nor shall pursuit of any remedy herein provided or any other remedies
provided by law, nor shall pursuit of any remedy herein provided constitute a
forfeiture or waiver of any rent due to Landlord hereunder or of any damages
occurring to Landlord by reason of the violation of any of the terms,
provisions and covenants contained in this Lease. Landlord's acceptance of any
rent following an Event of Default shall not be construed as Landlord's waiver
of such Event of Default. No waiver by Landlord of any violation or breach of
any of the terms and provisions and covenants of this Lease shall be deemed or
construed to constitute a waiver of any other violation or default.
G. Reletting of Premises. In the event of any termination of this Lease and/or
repossession of the Premises for an Even of Default. Landlord shall use
reasonable efforts to relet the Premises and to collect rental after reletting,
with no obligation to accept any
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Lessee that Landlord deems undesirable or to expend any funds In connection
with such reletting or collection of rents therefrom. Tenant shall not be
entitled to credit for or reimbursements of any proceeds of such reaching in
excess of the rental owed hereunder for the period of such reletting. Landlord
may relet the whole or any portion of the Premises, for any Period, to any
tenant and for any use or purpose.
H. Landlord's Default. It Landlord fails to perform any of its obligations
hereunder within thirty (30) days after written notice from Tenant, specifying
such failure, Tenant's exclusive remedy shall be an action for damages. Unless
and until Landlord fails to cure any default after such notice, Tenant shall
not have any remedy or cause of action by reason thereof. All obligations of
Landlord hereunder will be construed as covenants, not conditions; and all such
obligations will be binding upon Landlord only during the period of its
possession of the premises and not thereafter. The term "Landlord" shall mean
only the owner, for the time being, of the Premises and, in the event of the
transfer by such owner of its interest in the Premises, such owner shall
thereupon be released and discharged from all covenants and obligations of the
Landlord thereafter accruing, provided that such covenants and obligations
shall be binding during the Lease term upon each new owner for the duration of
such owner's ownership. Notwithstanding any other provision of this Lease,
Landlord shall not have any personal liability hereunder. In the event of any
breach or default by Landlord in any term or provision of this Lease. Tenant
agrees to look solely to the equity or interest then owned by Landlord in the
Premises or the Building; however, in no event shall any deficiency judgment or
any money judgment of any kind be sought or obtained against any Landlord.
I. Tenant's Personal Property. If Landlord repossesses the Premises pursuant to
the authority herein granted, or if Tenant vacates or abandons all or any part
of the Premises, then, in addition to Landlord's rights under Paragraph 27
hereof, Landlord shall have the right to (i) keep in place and use, or (ii)
remove and store, all of the furniture, fixtures and equipment at the Premises,
including that which is owned by or leased to Tenant, at all times prior to any
foreclosure thereon by Landlord or repossession thereof by any lessor thereof
or third party having a lien thereon. In addition to the Landlord's other
rights hereunder, Landlord may dispose of the stored property if Tenant does
not claim the property within ten (10) days after the date the property is
stored. Landlord shall give Tenant at least ten (10) days prior written notice
of such intended disposition. Landlord shall also have the right to relinquish
possession of all or any of such furniture, fixtures, equipment and other
property to any person ("Claimant") who presents to Landlord a copy of any
instrument represented by Claimant to have been executed by Tenant (or any
predecessor of Tenant) granting Claimant the right under various circumstances
to take possession of such furniture, fixtures, equipment or other property,
without the necessity on the part of Landlord to inquire into the authenticity
or legality of said instrument. The rights of Landlord herein stated shall be
in addition to any, and all other rights that Landlord has or may hereafter
have at law or in equity, and Tenant stipulates and agrees that the rights
granted Landlord under this paragraph are commercially reasonable.
21. MORTGAGES. Tenant accepts this Lease subject and subordinate to any
mortgages and/or deeds of trust now or at any time hereafter constituting a
lien or charge upon the Premises or the improvements situated thereon to the
building, provided however, that n the mortgagee trustee or holder of any such
mortgage or deed of trust elects to have Tenant's interest in this Lease
superior to any such instrument, then by notice to Tenant from such mortgagee,
trustee or holder, this Lease shall be deemed superior to such lien, whether
this Lease was executed before or after said mortgage or deed of trust. Tenant,
at any time hereafter on demand, shall execute any instruments, releases or
other documents that may be required by any mortgagee, trustee or holder for
the purpose of subjecting and subordinating this Lease to the lien of any such
mortgage. Tenant shall not terminate this Lease or pursue any other remedy
available to Tenant hereunder for any default on the part of Landlord without
first giving written notice by certified or registered mail, return receipt
requested, to any mortgagee, trustee or holder of any such mortgage or deed of
trust, the name and post office address of which Tenant has received written
notice, specifying the default in reasonable detail and affording such
mortgagee, trustee or holder a reasonable opportunity (but in no event less
than thirty (30) days) to make performance, at its election, for and on behalf
of Landlord.
22. MECHANIC'S LIENS. Tenant has no authority, express or implied, to create or
place any lien or encumbrance of any kind or nature whatsoever upon or in any
manner to bind, the interest of Landlord or Tenant in the Premises. Tenant will
save and hold Landlord harmless from any and all loss, cost or expense,
including without limitation attorneys' fees, based on or arising out of
asserted claims or liens against the leasehold estate or against the right,
title and interest of the Landlord in the Premises or under the terms of this
Lease.
23. MISCELLANEOUS.
A. Interpretation. The captions inserted in this Lease are for convenience only
and in no way define, limit or otherwise describe the scope or intent of this
Lease, or any provision hereof, or in any way affect the interpretation of this
Lease. Any reference in this Lease to rentable area shall mean the gross
rentable area as determined by the roofline of the building in question.
B. Binding Effect. Except as otherwise herein expressly provided, the terms,
provisions and covenants and conditions in this Lease shall apply to, inure to
the benefit of and be binding upon the parties hereto, and upon their
respective heirs, executors, personal representatives, legal representatives,
successors and assigns. Landlord shall have the right to transfer and assign,
in whole or in part, its rights and obligations in the Premises and in the
Building and other property that are the subject of this Lease.
C. Evidence of Authority. Tenant agrees to furnish to Landlord, promptly upon
demand, a corporate resolution, proof of due authorization by partners or other
appropriate documentation evidencing the due authorization of such party to
enter into this Lease.
D. Force Majeure. Landlord shall not be held responsible for delays in the
performance of its obligations hereunder when caused by material shortages,
acts of God, labor disputes or other events beyond the control of Landlord.
E. Payments Constitute Rent. Notwithstanding anything in this Lease to the
contrary, all amounts payable by Tenant to or on behalf of Landlord under this
Lease, whether or not expressly denominated as rent shall constitute rent.
F. Estopel Certificates. -Tenant agrees, from time to time, within ten (10)
days after request of Landlord, to deliver to Landlord, or Landlord's designee,
an estoppel certificate stating that this Lease is in full force and effect,
the date to which rent has been paid, the unexpired term of this Lease, any
defaults existing under this Lease (or the absence thereof) and such other
factual or legal matters pertaining to this Lease as may be requested by
Landlord. It is understood and agreed that Tenant's obligation to furnish such
estoppel certificates in a timely fashion is a material inducement for
Landlord's execution of this Lease.
G. Entire Agreement. This Lease constitutes the entire understanding and
agreement of Landlord and Tenant with respect to the subject matter of this
Lease, and contains all of the covenants and agreements of Landlord and Tenant
with respect thereto, Landlord and Tenant each acknowledge that no
representations, inducements, promises or agreements oral or,written, have been
made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant,
which are not contained herein, and any prior agreements, promises,
negotiations or representations not expressly set forth in this Lease are of no
force or effect. EXCEPT AS SPECIFICALLY PROVIDED IN THIS LEASE, TENANT HEREBY
WAIVES THE BENEFIT OF ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
PREMISES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY THAT THE PREMISES
ARE SUITABLE FOR ANY PARTICULAR PURPOSE. Landlord'S agents and employees do not
and will not have authority to make exceptions, changes or amendments to this
Lease, or factual representations not expressly contained in this Lease. Under
no circumstances shall Landlord or Tenant be considered an agent of the other.
This Lease may not be altered, changed or amended except by an instrument in
writing signed by both parties hereto.
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H. Survival of Obligations. All obligations of Tenant hereunder not fully
performed as of the expiration or earlier termination of the term of this lease
shall survive the expiration or earlier termination of the term hereof,
including without limitation all payment obligations with respect to taxes and
insurance and all obligations concerning the condition and repair of the
Premises. Upon the expiration or earlier termination of the term hereof, and
prior to Tenant vacating the Premises, Tenant shall pay to Landlord any amount
reasonably estimated by Landlord as necessary to put the Premises in good
condition and repair, reasonable wear and tear excluded, including without
limitation the cost of repairs to and replacements of all heating and air
conditioning systems and equipment therein. Tenant shall also, prior to
vacating the Premises pay to Landlord the amount, as estimated by Landlord, of
Tenant's obligation hereunder for real estate taxes and insurance premiums for
the year in which the Lease expires or terminates. All such amounts shall be
used and held by Landlord for payment of such obligations of Tenant hereunder,
with Tenant being liable for any additional costs therefore upon demand by
Landlord, or with any excess to be returned to Tenant after all such
obligations have been determined and satisfied, as the case may be. Any
Security Deposit held by Landlord may, at Landlord's option, be credited
against any amounts due from Tenant under this Paragraph 23H.
I. Severability of Terms. If any clause or provision of this lease is illegal,
invalid or unenforceable under present or future laws effective during the term
of this Lease, then, in such event, it is the intention of parties hereto that
the remainder if this Lease shall not ne affected thereby, and it in also the
intention of the parties to this Lease that in lieu of each clause or provision
of this Lease that is ilegal, invalid, or unenforceable, there be added, as
part of this Lease, a clause or provision as similar in terms to such illegal,
invalid, unenforceable clause or provision as may be possible and be legal,
valid and enforceable.
J. Effective Date. All references in this Lease to "the date hereof" or similar
references shall be deemed to refer to the last date, in point of time, on
which all parties hereto have executed this Lease.
K. Broker's Commission. Tenant represents and warrants that it has dealt with
and will deal with no broker, agent or other person in connection with this
transaction or future related transactions and that no broker, agent or other
person brought about this transaction, and Xxxxx agrees to indemnify and hold
Landlord harmless from and against any claims by any broker, agent or other
person claiming a commission or other form of compensation by virtue of having
dealt with Tenant with regard to this leasing transaction.
L. Ambiguity. Landlord and Tenant hereby agree and acknowledge that this lease
has been fully reviewed and negotiated by both Landlord and Tenant, and that
Landlord and Tenant have each had the opportunity to have this Lease reviewed
by their respective legal counsel, and, accordingly, in the event of any
ambiguity herein, Tenant does hereby waive the rule of construction that such
ambiguity shall be resolved against the party who prepared this Lease.
M. Joint Several Liability. If there be more than one Tenant, the obligation
hereunder imposed upon Tenant shall be joint and several. If there be a
guarantor of Tenant's obligations hereunder, the obligation hereunder imposed
upon Tenant shall b joint and several obligations of Tenant and such guarantor,
and Landlord need not first proceed against Tenant before proceeding against
such guarantor, nor shall any such guarantor be released from its guaranty for
any reason whatsoever, including, without limitation, in case of any amendments
hereto, waivers hereof or failure to give such guarantor any notices hereunder.
N. Third Party Rights. Nothing herein expressed or implied is intended, or
shall be construed, to confer upon or give to any person or entity, other than
the parties hereto, any right or remedy under or by reason of this Lease.
0. Exhibits and Attachments. All exhibits, attachments, riders and addenda
referred to in this Lease, and the exhibits listed herein below are attached
hereto, are incorporated into this Lease and made a part hereof for all intents
and purposes as if fully set out herein. All capitalized terms used in such
documents shall, unless otherwise defined therein, have the same meanings as
are set forth herein.
P. Applicable Law. This Lease has been executed in the State of Texas and shall
be governed in all respects by the laws of the State of Texas. It is the intent
of Landlord and Tenant to conform strictly to all applicable state and federal
usury laws. All agreements between Landlord and Tenant, whether now existing or
hereafter arising and whether written or oral, are hereby expressly limited so
that in no contingency or event whatsoever shall the amount contracted for,
charged or received by Landlord for the use, forbearance or retention of money
hereunder or otherwise exceed the maximum amount which Landlord is legally
entitled to contract for, charge or collect under the applicable state or
federal law. If, from any circumstance whatsoever, fulfillment of any
provision hereof at the time performance of such provision shall be due shall
involve transcending the limit of validity prescribed by law, then the
obligation to be fulfilled shall be automatically reduced to the limit of such
validity, and if from any such circumstance Landlord shall ever receive as
interest or otherwise an amount in excess of the maximum that can be legally
collected, then such amount which would be excessive interest shall be applied
to shall be applied to the reduction of rent hereunder, and if such amount
which would be excessive interest exceeds such rent, then such additional
amount shall be refunded to Tenant.
24 NOTICES. Each provision of this instrument or of any applicable governmental
laws, ordinances, regulations and other requirements with reference to the
sending, mailing or delivering of notice or the making of any payment by
Landlord to Tenant or with reference to the sending, mailing or delivering of
any notice or the making of any payment by Tenant to Landlord shall be deemed
to be complied with when and if the following steps are taken:
(i) All rent and other payments required to be made by Tenant to Landlord
hereunder shall be payable to Landlord at the address for Landlord act forth
below or at such other address as Landlord may specify from time to time by
written notice delivered in accordance herewith. Tenant's obligation to pay
rent and any other amounts to Landlord under the terms of this Lease shall not
be deemed satisfied until such rent and other amounts have been actually
received by Landlord.
(ii) All payments required to be made by Landlord to Tenant hereunder shall be
payable to Tenant at the address set forth below, or at such other address
within the continental United States as Tenant may specify from time to time by
written notice delivered in accordance herewith.
(iii) Except as expressly provided herein, any written notice, document or
payment required or permitted to be delivered hereunder shall be deemed to be
delivered when received or, whether actually received or not, when deposited in
the United States Mail, postage prepaid, Certified or Registered Mail,
addressed to the parties hereto at the respective addresses set out below, or
at such other address as they have theretofore specified by written notice
delivered in accordance herewith.
25. SPECIAL CONDITIONS: Tenant reserves the right with 120 days notice to
Landlord to terminate the lease arrangements described herein for the following
limited occurrences:
A. Tenant moves its operations to a Tenant-owned building on Tenant-owned land.
B. Tenant's growth of employees exceeds the capacity of the Landlord's facility
computed at a minimum ratio of 200 rental square feet per employee.
26. LANDLORD'S LIEN. In addition to any statutory lien for rent in Landlords's
favor, Landlord shall have and Tenant hereby grants to Landlord a continuing
security interest in all rentals and other sums of money which may become due
under this Lease from Tenant, all goods, equipment, fixtures, furniture,
inventory, and other personal property of Tenant now or hereafter situated
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at, on or within the real property described in EXHIBIT "A" attached hereto and
incorporated herein by reference, and such property shall not be removed
therefrom without the consent of Landlord, except in the ordinary course of
Tenant's business. In the event any of the foregoing described property is
removed from the Premises in violation of the covenant in the preceding
sentence, the security interest shall continue in such property and all
proceeds products, regardless of location. Upon an Event of Default hereunder
by Tenant, in addition to all of Landlord's other rights and remedies, Landlord
shall have all rights and remedies under the Uniform Commercial Code, including
without limitation the right to sell the property described in this paragraph
at public or provide sale at any time after ten (10) days prior notice by
Landlord. Tenant hereby agrees to execute such other instruments deemed by
Landlord as necessary or desirable under applicable law to perfect more fully
the security interest hereby created. Landlord and Tenant agree that this Lease
and security agreement and EXHIBIT "A" attached hereto serves as a financing
statement and that a copy, photograph or other reproduction of this potion of
this Lease may be filed of record by Landlord and have the same force and
effect as the original. This security agreement and financing statement also
covers fixtures located at the Premises subject to this Lease and legally
described in EXHIBIT "A" attached hereto, and all rents or other consideration
received by or on behalf of Tenant in connection with any assignment of
Tenant's interest in this Lease or any sublease of the Premises or any part
thereof, and, therefore, may also be filed for record in the appropriate real
estate records.
EXECUTED BY LANDLORD, this 11th day of January, 1992.
COMPUTERIZED PROPERTIES, INC.
Attest/Witness
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Title: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
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Managing Partner
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EXECUTED BY TENANT, this 11th day of January, 1992.
COOPERATIVE COMPUTING, INC.
Attest/Witness /s/ XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx
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V.P. C.C.I.
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EXHIBIT "A" - Description of Premises
EXHIBIT "B" - Rent Schedule
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EXHIBIT "A"
Computerized Properties, Inc. As Landlord
Property Description
"Premises"
Subject Property is described as Land and Improvements owned by Computerized
Properties, Inc.
0000 Xxx Xxxx Xxxx
Xxx 0
Saint Michael's Episcopal Church Subdivision
Deerbrook Office Building
36,000 rentable square feet
Initials _______ ______
Date _______ ______
