Exhibit 10.20
Lease with JRG/Xxxx Associates 10/18/96
AGREEMENT OF LEASE
BETWEEN
XXXX ASSOCIATES
AND
ON-SITE SOURCING, INC.
-------------------------------------------------
XXXXXX XXXXX REALTY
Waterview Building
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Telephone: 000-000-0000
LEASE AGREEMENT INDEX
Article Page Article Page
1 Description of Premises 1 17 SUBORDINATION 8
2 TERM 1 18 TENANT HOLDING OVER 8
3 RENT BASIC RENT 1 19 WAIVER AND NOTICE 8
COST OF LIVING
ADJUSTMENT
4 ADDITIONAL RENT 3 20 MISCELLANEOUS 8
5 UTILITIES AND 4 23 ENTIRE AGREEMENT 9
6 ASSIGNMENT AND 4 23 NOTICE AND DEMAND 9
7 USE OF PREMISES 4 24 RULES & REGULATIONS 9
8 DEFAULTS 4 25 QUIET ENJOYMENT 9
9 MAINTENANCE AND 6 26 WAIVER OF TRAIL BY JURY 9
10 PRE-OCCUPANCY 6 27 GOVERNING LAW
11 SURRENDER & 6 28 MUTUAL WAIVER OF 9
RESTORATION
12 INSURANCE & 6 29 SECURITY DEPOST 9
INDEMNIFICATION
13 RELOCATION 7 30 ADDENDUM 10
14 LANDLORD'S RIGHT 7 SIGNATURES 10
OF ACCESS
15 FIRE CLAUSE 7 EXHIBIT "A"-Floor Plan
16 CONDEMNATION 8 EXHIBIT "B" - Schedule of
Construction
EXHIBIT "C" - Rules and
Regulations
LEASE AGREEMENT
This Lease Agreement, made this 18 day of October, 1996, by and between XXXX
ASSOCIATES, hereinafter called "Landlord", and ON-SITE SOURCING, INC.,
hereinafter call "Tenant".
WITNESSETH
PREMISES 1.01 - In consideration of the rents, mutual covenants and agreements
hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby
leasee from Landlord, for a term and upon the conditions hereinafter provided,
approximately 31,000 square feet on the 6 & 7 floor of the ________ located at
0000 X. 00xx Xxxxxx, Xxxxxxxxx, XX such space being hereinafter called "the
Premises", and delineated on the plan attached hereto and made a part hereof as
Exhibit "A", reserving, however, to Landlord, space for necessary pipes and
wires leading to and from the portions of the Building not hereby leased, which
will not unreasonably interfere with Tenant's use of the Premises. Landlord
expressly reserves the right to change the name of the Building without notice
to or consent of Tenant.
Term 2.01 - The term of this Lease shall commence on the first to occur of the
following events, which shall hereinafter be called the "Commencement Date"
(A) The date Tenant or anyone claiming through or under Tenant, first
occupies the Premises for business, or
(B) The lst day of January, 1997.
2.02 --- The term of this Lease shall terminate at twelve o'clock (12:00 a.m.)
midnight, on the last day f the calendar month which completes FIVE (5 ) years
of tenancy hereunder, which shall hereinafter be called the "Expiration Date".
2.03 -- If delivery of possession of the Premises shall be delayed beyond the
date specified above for the commencement of the term of this Lease for any
cause whatsoever, Landlord shall not be liable to Tenant for any damage
resulting from such delay and Tenant's obligation to pay rent shall be suspended
and abated until possession of the Premises is delivered. In the event of such
a delay, it is understood and agreed that the Commencement Date shall also be
postponed until delivery of possession and the Expiration Date shall be
correspondingly extended if the term of this Lease shall not have commenced
within twelve (12) months after the date set forth in paragraph 2.01A, then this
lease shall become void and of no further force and effect and the parties
hereto shall be relieved of all obligations hereunder. Notwithstanding any
provision contained herein to the contrary, in no event shall there be any
abatement of rent or postponement of the Commencement Date in the event the
delivery of possession shall be delayed due to any act(s) of Tenants, its
agents, employees or contractors.
2.04 - Landlord and Tenant mutually agree to do all things required of them by
the provisions of this Lease in order that the commencement of the term hereof
shall not be delayed, and to fully cooperate with each other for such purpose.
Time is of the essence in all matters hereunder.
2.05 - Within thirty (30) days after the Commencement Date has been determined,
Landlord and Tenant, will confirm such Commencement Date and the Expiration Date
hereof by an appropriate written agreement.
2.06 -- Tenant's initial occupancy of the Premises shall be deemed an
acknowledgment by Tenant that the Premises are then in good and tenantable
condition and that Landlord has performed all preoccupancy work in accordance
with Exhibit "B" of this Lease.
* 3.01 - BASIC RENT Tenant covenants and agrees to pay to Landlord throughout
the full term of this Lease, but subject to adjustments as hereinafter provided,
an annual guaranteed basic rent, hereinafter called "Basic Rent", initially in
the sum of FOUR HUNDRED AND FIFTY THOUSAND DOLLORS ($450,000), per annun,
payable in equal monthly installments of THIRTY SEVEN THOUSAND FIVE HUNDRED
DOLLARS $37,500.00), each, in advance, on the first day of each calendar month
during the term hereof. The rent installment for the first calendar month of
the term hereof shall be paid at the time of execution and delivery of this
Lease. The Basic Rent Includes an appointment for the "Core" for the "Corridor"
attributable to the Premises leased hereunder.
3.02 -- If the Commencement Date shall occur on a date other than the first day
of any calendar month, Tenant shall pay to Landlord on the first day of the
month next succeeding the month in which the Commencement Date shall occur, a
sum equal to $,1250.00 multiplied by the number of calendar days in the period
from and including the Commencement Date to and including the last days of the
month in which the Commencement Date shall occur. Such payment, together with
the sum paid by Tenant upon the execution of this Lease, shall constitute
payment of the rent for the period from and including the Commencement Date to
and including the last day of the next succeeding calendar month.
3.03 -- All payments of Basic Rent, additional rent (as hereinafter provided)
and other payments to Landlord required hereunder shall be made without demand,
deduction or off-set, in cash or by check payable to Landlord, or its designated
Agent, and shall be delivered to its office XXXX ASSOCIATES c/o X.X. REALTY,
INC., 0000 X. XXXX XXXXXX, #0000 XXXXXXXXX, XX 00000 or to such other party
and place as may be designated by notice in writing from Landlord to Tenant,
from time to time.
3.8 -- Any monthly installations of Basic Rent not paid within ten (10) days of
the due date shall be subject each month to a late charge equal to five (5%) of
the sum then due. All other rent and all other payments becoming due hereunder
(including additional rent) shall bear interest at the rate of five (5%) percent
per month from and after the first calendar day of the month following the date
when the same first became due and payable.
3.09 -- No payment by Tenant or receipt and acceptance by Landlord of a lesser
amount than the Basic Rent, additional rent or other payments to Landlord
required hereunder shall be deemed to be other than part payment of the full
amount then due and payable, nor shall any endorsement or statement on any check
or any letter accompanying any check for payment of rent or other payment, be
deemed an accord and satisfaction, and Landlord may accept such payment without
prejudice to Landlord's right to recover the balance due and payable, or pursue
any other remedy in this Lease provided.
UTILITIES AND SERVICE 5.01 - Landlord covenants and agrees that it will without
additional charge furnish:
(a) heat and air conditioning to maintain the Premises at a reasonably
comfortable temperature between the hours of 8:00 a.m. and 6:00 p.m. Monday
through Friday of each week and 8:00 a.m. and 1:00 p.m. on Saturday of each
week, except holidays recognized by the U.S. Government:
(b) electricity for lighting purposes and operation of ordinary office
appliances, including computers, large copiers and other equipment required
heavier than normal office use of electricity.
(c) full elevator service, for such hours on such days as set forth in
paragraph (a) preceding, and limited service at all other times;
* (d) janitor and char services, for executive offices only, Monday
through Friday of each week, except holidays recognized by the U.S. Government.
* No charge service for production areas.
5.02 -- Landlord reserves the right to interrupt, curtail, stop and suspend ( i
) the furnishing of heat and air conditioning, electrical service, elevator and
janitor and char services and (ii) the operation of the water and sewer systems,
when necessary by reason of accident or emergency, or for repairs, alterations,
replacements or improvement in the reasonable judgment of Landlord desirable or
necessary to be made, or of difficulty or inability in securing supplies of
labor, or of strikes, or of any other cause beyond the reasonable control of
Landlord, whether such other cause be similar or dissimilar to those hereinabove
specifically mentioned, until said cause has been removed. There shall be no
diminution or abatement or rent or other compensation due from Tenant to
Landlord hereunder, nor shall this Lease be affected or any of Tenant's
obligations hereunder be reduced, and Landlord shall have no responsibility or
liability for any such interruption, curtailment, stoppage, or suspension of
service or systems as in this Article 5 above provided, except that Landlord
shall exercise reasonable diligence to eliminate the cause of same.
ASSIGNMENT AND SUBLETTING 6.01 - Tenant will not assign, transfer, mortgage or
encumber this Lease without obtaining the prior written consent of Landlord, nor
shall any assignment of transfer of this Lease be effectuated by operation of
law or otherwise without giving Landlord thirty (30) days written notice of
Tenant's bonafide proposed assignment or proposed subletting of all or any part
of the Premises. Within thirty (30) days from receipt of said notice, Landlord
shall have the right, at its option, to either release Tenant from its Lease for
such space, or to sublet all or any part of the Premises for Tenant at the same
rental Tenant is paying Landlord with the right to further sublease such space.
In the event Landlord does not exercise either its rights of release or its
right to sublet all or part of the Premise within thirty (30) days from receipt
of said notice, Tenant may proceed with such assignment or subleasing, subject
to Landlord's reasonable right of consent as provided above. The consent by
Landlord to any assignment, transferee, subtenant or occupancy constitute a
waiver of, or release of Tenant from, any covenant or obligation contained in
this Lease, nor shall any such assignment or subletting be construed to relieve
Tenant from giving Landlord said thirty (30) days notice or from obtaining the
consent in writing of Landlord to any further assignment or subletting. In the
event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent
due from any subtenant of Tenant and hereby authorizes each such subtenant to
pay rent directly to Landlord. Any attempted assignment or subletting made by
Tenant without Landlord's prior written consent shall be null and void at the
option of Landlord.
USE OF PREMISES 7.01 - Tenant covenants to use the Premises only for general
office purposes for carrying on the business of general offices & copy center
and to permit Landlord to transmit heat, air conditioning, water and electric
current through the Premises at all time at the discretion of Landlord,
provided, however, that Landlord shall not exercise this right in such a way as
to unreasonably inconvenience Tenant, or unreasonably interfere with Tenant's
use of the Premises.
DEFAULTS 8.01 - Each of the following events (hereinafter called an "Event of
Default") shall be a default hereunder by Tenant and a breach of this Lease:
(a) If Tenant shall violate any covenant or agreement providing for the payment
or additional rent and such violation shall continue for five (5) days after
notice from Landlord to Tenant.
(b) If Tenant shall assign, transfer, encumber, sublet or permit the use of
the Premises by others, except in a manner permitted in Article 6.
(c) If the Premises are vacated or abandoned by Tenant, whether or not rent is
in default.
(d) If the estate of Tenant be transferred or passed to, or devolve upon, any
other person or corporation by operation of law.
If Tenant shall (i) generally not pay Tenant's debts as such debts
become due, (ii) come insolvent (iii) make an assignment for the benefit of
creditors (iv) file, be the entity subject to, or acquiesce in a petition
in any court (whether or not filed by or against Tenant pursuant to any
statute of the Untied States or any State, and whether or not for a
trustee, custodian, receiver, agent, or other officer, for Tenant or for
any portion of Tenant's property) in any proceeding whether bankruptcy,
reorganization, composition, extension, arrangement, insolvency
proceedings, or otherwise.
(e) If Tenant shall be in default in fulfilling any of the other covenants and
conditions of this Lease and such default shall continue for fifteen (15) days
after written notice thereof from Landlord to Tenant.
8.02 - During the continuance of any such Event of Default, Landlord may, at its
option, refrain from eliminating Tenant's right of possession and enforce
against Tenant the provisions of this Lease for the full term thereof, or give
to Tenant a written notice of its intention to terminate this Lease, in which
latter event the term hereof shall expire at noon upon the fifth day following
the date upon which such notice is given as fully and completely as if that day
were the date fixed for the expiration of the term, without the necessity of any
legal process whatsoever and Tenant hereby waives any statutory or other notice
to quit; provided always, however, that Tenant shall remain liable to pay the
monthly deficiencies throughout the full stated term of this Lease, as
hereinafter provided. Tenant upon such a termination of this Lease shall
thereupon quit ad surrender the Premises to Landlord, its agents or
representatives may, immediately or at any time thereafter, either by summary
dispossession proceedings or by any suitable action or proceeding at law, or by
force or otherwise, without being liable to prosecution or damages therefore
(and no possession of the Premises). Tenant specifically acknowledges that,
without prejudice to any other right or remedy Landlord may have, Landlord may
after the giving of the notice hereinabove referred to, cease to supply any
services to be supplied by it hereunder and may interrupt electrical service to
the Premises.
8.03 -- In the event of such reentry or retaking by Landlord, Tenant shall
nevertheless remain in all events liable for the full rental to the date or
retaking or reentry, and Tenant shall also be and remain liable for damages for
the deficiency or less of rent as well as all related expenses which Landlord
may thereby sustain in respect of the balance of the term; and in such case
Landlord reserves full power, which is hereby acceded to by Tenant, to let the
Premises for the benefit of Tenant in liquidation and discharge, in whole or in
part, as the case may be, of the liability of Tenant under the terms and
provisions of this Lease, and such damages if ascertainable, and related
expenses at the option of Landlord, may be recovered by it at the time of the
retaking or reentry, or in separate actions, from time to time, as Tenant's
obligation to pay rent would have accrued if the term had continued, or from
time to time as said damages and related expenses shall have been made more
easily ascertainable by relettings of the Premises; or such action by Landlord
may at the option of Landlord be deferred until the expiation of the term, in
which latter event the cause of action shall not be deemed to have accrued until
the date of the termination of said term. All rents received by Landlord in any
such reletting shall be applied first to the payment of such expenses as
Landlord may have incurred in recovering possession of the Premises and in
reletting the same, second to the payment of any costs and expenses incurred by
Landlord either for removing alterations, making necessary repairs to the
Premises or incurring any default on the part of Tenant in any covenant or
condition herein made binding upon Tenant and last any remaining rent shall be
applied toward the payment of rent due from Tenant under the terms of this
Lease, with interest at the maximum legal limit; and any consequential damages
and Tenant expressly agrees to pay any deficiency then remaining.
8.04 - The provisions of this Article are subject to the Bankruptcy Laws of the
United States which may, in certain cases, limit the rights of Landlord to
enforce some other provision of this Article in proceedings thereunder. To the
extent that no limitations exist by virtue thereof, the remaining provisions
hereof shall not be affected thereby, but shall remain in full force and effect.
No fiduciary by whatever name, in dominion or control of, or having custody of
or title to, any property of Tenant, or acting under the purported authority of
any law, may assume or assign this Lease without the prior written consent of
Landlord. Whenever any such fiduciary acts under the Bankruptcy Laws of the
United States which nullify, ignore, or do not require, consent of Landlord, the
provisions of such laws must be fully satisfied before assignment or assumption
hereof may become effective. If the property of Tenant is under administration
pursuant to the provisions of Bankruptcy Laws of the United States, then no
claim of Landlord for failure or refusal of Tenant to perform the covenants of
this Lease, shall exceed amounts allowable thereunder.
8.05- Landlord shall have a lien for payment of the rent aforesaid upon all of
the goods, wares, chattels, furniture and other personal property of Tenant
which, may be in or upon the Premises. Tenant hereby specifically waiving and
all exemptions allowed by law; and such lien may e enforced in any other lawful
manner at the option of Landlord.
MAINTENANCE AND REPAIRS 9.01 - Subject to reasons beyond its control,
Landlord agrees, at its expense to maintain and keep in repair the Premises and
replace florescent tubes in Building standard lighting fixtures during the term
of this Lease, except for damages caused by Tenant, its agents, employees,
visitors, licensees, contractors or suppliers, and except for items installed
for Tenant not of Building standard materials. There shall be no allowance to
Tenant for diminution of rental value and no liability on the part of Landlord
by reason of inconvenience annoyance or injury to business arising from the
making of any repairs in or to any portion of the Premises or the Building (or
in or to fixture, appurtenances or equipment thereof).
9.02 - Tenant shall take good care of the Premises and the fixtures,
appurtenances and equipment therein and, at its sole cost and expense, make such
repairs thereto through Landlord or Landlord's contractors, unless Landlord
waives such requirement, necessitated by the negligence of Tenant, its agents',
employees, visitors, licensees, contractors or suppliers or by the use of the
Premises in a manner contrary to the purposes for which same are leased to
Tenant, as and when needed to preserve them in good order and condition, fair
wear and tear excepted. All damage or injury to the Premises (and to the
fixture, appurtenances and equipment therein) or to the Building caused by
Tenant, its agent, employees, visitors, licensees, contractors or suppliers,
moving, installing or removing furniture, equipment or other property in, within
or out of, the Premises or Building, shall be replaced, restored or replaced
promptly at Tenant's sole cost and expense, to the reasonable satisfaction of
Landlord, through Landlord or its contractors, unless waived by Landlord. All
aforesaid repairs, restorations and replacements shall conform to the standards
of the Building. In the event Tenant shall fail to order such repairs,
restorations and replacements, structural, non-structural, or otherwise, and pay
the same through Landlord or its contractors unless waived by Landlord, then
Landlord shall have the right to make such necessary repairs, restorations and
replacements and any change or cost so incurred by Landlord shall be paid by
Tenant to Landlord as additional net payable with the installation remedy
granted to Landlord and not in limitation of any other rights and remedies which
Landlord has or may here in said circumstance.
10.2 - Tenant will not paint the Premises or made or permit anyone to make any
alterations in or additions thereto not authorized under Exhibit "B" nor will
tenant subsequently install any equipment of any kind that will require any
alterations or additions to our the use of the Building's water system, heating
system, plumbing system, air conditioning system, or the electric system, nor
will Tenant install a television antenna on the roof without the prior written
consent of Landlord. If any such alterations or additions are made without such
consent, Landlord may correct or remove them and Tenant shall be liable for any
and all expenses incurred by Landlord in the performance of this work.
SURRENDER & RESTORATION 11.01 - Tenant agrees to remove from the Premises, at
the expiration or other termination of this Lease, all goods and effects not
belonging to Landlord, and to surrender possession of the Premises and all
fixtures and furnishings connected therewith in good repaid, order and condition
in all respects, have made any alterations, additions, installations or
modifications in or to the Premises, whether consented to be Landlord or not,
Tenant shall, if requested to do so by Landlord in writing prior to the
expiration of the term of this Lease, remove the same or such thereof as may be
specified in such notice, and repair any damage caused by such removal, all a
Tenant's expense. If Tenant shall fail to perform any of the foregoing
obligations, Landlord is authorized to do so in Tenant's behalf and to sell such
articles and effects left on the Premises as may be saleable. The proceeds of
any such sale shall be applied toward the expenses thus incurred, and Tenant
agrees to pay any balance promptly.
INSURANCE & INDEMINIFICATION 12.01 - Tenant shall, at its cost and expense,
obtain and maintain during the term of this Lease, public liability insurance
respecting Tenant's use and occupancy of the Premises and approaches thereto
protecting Landlord and Tenant, with a combined single limit of not less than
$1,000.000.00 for bodily injury and property damage liability. Landlord shall
be named as additional insured on such liability insurance. Tenant shall
furnish Landlord with evidence of such insurance upon request. Landlord shall
maintain a policy or policies covering the parking and other pubic areas of the
Building providing a combined single limit of not less than $1,000.000.00 for
bodily and property liability.
12.02- Tenant hereby agrees to make no claim against Landlord and agrees to
assume the responsibility of defending, at Tenant's expense, any claim which
shall be made against Landlord by any agent, employees, licensee or invitee of
Tenant or by others claiming the right to be on or about the Premises through or
under Tenant for any injury, loss or damage to person or property occurring upon
the Premises or the facilities in or adjacent thereof from any cause other than
the negligence of Landlord. Tenant shall save Landlord, its agents and
employees harmless and indemnified from all loss, damage, liability or expense
(including without limitation, reasonable attorneys' fees and all court costs)
incurred, suffered or claimed by reason of Tenant's neglect or the use of the
Premises or facilities in or adjacent thereto, or by reason of any injury, loss
or damage to any person or property thereon not caused by the negligence of
Landlord, and to be answerable for all nuisances caused or suffered thereon.
12.03- In no event shall Landlord, including any successor or assignee of all or
any portion of Landlord's interest in the Building, be personally liable of
accountable with respect to any provision of this Lease. If Landlord shall be
in breach or default with respect to any obligation hereunder or otherwise,
Tenant agrees to look for satisfaction solely to the equity of Landlord in the
Building. The liability of Landlord, or other entity comprising Landlord, shall
in no event exceed the amount of such equity and no other assets of Landlord (or
any partners, stockholders or officers of Landlord) shall be subject to levy,
execution or other procedures for the satisfaction of Tenant's remedies. In the
event Landlord transfers this Lease, other than as security for a mortgage, the
Landlord (and, in the case of any subsequent transfers or conveyances, the than
grantor) shall, upon such transfer and acceptance by the transferee be relieved
from all liability and obligations hereunder arising after such transfer.
12.04 - All personal property of Tenant, its agents, employees, visitors,
licensees, contractors or suppliers, in and on the Premises, shall be and remain
at their sole risk, and Landlord shall not be liable to them for any damage to,
or loss of, such personal property arising from any act of negligence of any
other persons, or resulting from fire, explosion, failing plaster, rain or snow,
or from the leaking of the roof, or from the bursting, leaking or overflowing of
water, sewer or steam pipes, or from heating or plumbing fixtures or from
electrical wires or fixtures or from any other cause whatsoever.
RELOCATION 13.01 - Landlord shall have the right, by giving sixty (60) days'
advance notice to Tenant, to require Tenant to relocate its office from the
Premises to substitute office space to be provided by Landlord as hereinafter
set forth. Such relocation shall be completed within thirty (3) days after the
date in which the substitute space is ready for occupancy or sixty (60) days
after such notice, whichever occurs later. If Landlord gives Tenant with
substitute office space with the Building, and Tenant agrees to accept the same,
and Landlord's further agrees that it will, at its expense, move Tenant and
Tenant's furniture, office equipment and other personal property to such
substitute office space. The substitute office space furnished by Landlord
shall be finished in substantially the same manner and to the same extent as the
finishing of the Premises required by Exhibit "B", and shall otherwise contain
the same or greater net leasable area as the Premises. Landlord and Tenant each
agree that from after the date on which Tenant assumes possession and occupancy
of the substitute office space the provisions of this Lease shall cease to apply
to the Premises (except for obligations under this Lease accrued prior to such
date) and shall thereafter apply to the substitute office space to the same
extend as if this Lease, as applied with respect to such substitute office
space, shall not be deemed to have been extended beyond the Expiration Date
specified in paragraph 2.02.
LANDLORD'S RIGHTS OF ACCESS 14.01 - Landlord may, at time during Tenant's
occupancy during reasonable business hours, enter, either to view the Premises
or to show the same to others, or to make repairs to the Building, or to
introduce, replace, repair, alter or make new or change existing connections
from any fixtures, pipes, wires, ducts, conduits or other construction therein
or remove, without being held responsible therefore, placards, signs, lettering,
window or door coverings and the like not expressly consented to by Landlord.
14.02- Landlord may, within one hundred eighty (180) days next preceding the
Expiration Date, enter to place and maintain notices for letting, free from
hindrance or control of Tenant, and to show the Premises to prospective tenants
thereof at times which will not unreasonably interfere with Tenant's business.
If Tenant shall vacate the Premises during the last month of the term of this
Lease, Landlord shall have the unrestricted right to enter the same after
Tenant's moving to commence preparations for the succeeding tenant or for any
other purpose whatever, without affecting Tenant's obligation to pay rent for
the full term.
FIRE CLAUSE 15.01 - This Lease is made on condition that, if the Premises or any
part thereof, or the elevators, hallways, stairways or other approaches thereof,
be damaged or destroyed by fire or other casualty from any cause so as to render
the Premises and/or approaches unfit for use and occupancy, a just and
proportionate part of the rent, according to the nature and extent of the injury
to the Premises and/or approaches, shall be suspended or abated until the
Premise and approaches have been put in as good condition for use and occupancy
as at the time immediately prior to such damage or destruction. Landlord will
proceed at its expense and as expeditiously as may be practicable to repair the
damage, unless, because of the substantial extent of the damage or destruction,
even though the Premises may not be damaged or destroyed, Landlord should decide
not to repair or restore the Premises or the Building, in which
event and at Landlord's sole option, Landlord may terminate this Lease
forthwith, by giving Tenant a written notice of its intention to terminate
within ninety (90) days after the date of the casualty. In no event shall
Landlord be required to expend any sums for the repair or replacement of any of
Tenant's personal property located within the Premises.
CONDEMNATION 16.01 - This Lease shall be terminated and the rental payable
hereunder shall be abated from the date of such termination in either of the two
following events, namely: ( i )the forceable leasing or condemnation of the
Premises or any part thereof by any competent authority under right of eminent
domain for any public or quasi-public use or purposes, or ( ii) the condemnation
by competent authority under right of eminent domain for any public or quasi-
public use or purpose of 25% of more of the Building. The forceable leasing by
any competent authority of any portion of the Building other than the Premises
will have no effect whatever upon this Lease. In case of any taking or
condemnation, whether or not the term of this Lease shall cease and terminate,
the entire award shall be the property of Landlord, and Tenant hereby assigns to
Landlord all its rights, title and interest, in and to any such award. Tenant,
however, shall be entitled (if permitted under applicable laws) to claim, prove
and receive in the condemnation proceedings such awards as may be allowed for
fixtures and other equipment installed by it, but only if such awards shall be
made by the Court in addition to the award made by it to Landlord for the land
and improvement or part hereof so taken and shall not reduce the award to which
the Landlord would otherwise be entitled.
NOTICES & DEMANDS 23.01 - All notices required or permitted hereunder shall be
deemed to have been given if mailed in the any United States Post Office be
certified or registered mail, postage prepaid, addressed to Landlord or Tenant,
respectively, at the following addresses or to such other addresses as the
parties may designate in writing from time to time.
XXXX ASSOCIATES ON-SITE SOURCING, INC.
c/o X. X. Realty Inc. 0000 Xxxxx 00xx Xxxxxx, #000
0000 Xxxxx Xxxx Xxxxxx, #0000 Xxxxxxxxx, Xxxxxxxx 00000
23.02 - Tenant hereby elects domicile at the Premises for the purposes of
service of all notices, writs of summons, or other legal documents, or process,
in any suit, or proceeding which Landlord may undertake under this Lease.
RULES AND REGULATIONS 24.01 - Tenant, its agent, employees and invitees shall
comply with and observe all reasonable rules and regulations concerning the use,
management operation, safety and good order of the Building which may from time
to time be promulgate by Landlord. Initial rules and regulations, which shall
be effective until modified by Landlord are attached hereto as Exhibit "C".
QUIET ENJOYMENT 25.01 - Landlord covenants and agrees with Tenant that upon
Tenant paying the rent and additional rent and observing and performing all the
terms, covenants and conditions, on Tenant's part to be observed and performed,
Tenant may peaceably and quietly enjoy the Premises hereby demised; subject,
nevertheless, to the terms and conditions of this Lease, and to the mortgages
and deeds of trust hereinbefore mentioned.
WAIVER OF TRIAL BY JURY 26.01 - Landlord and Tenant each agree to 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 or in any way connected with this Lease, the relationship of
Landlord and Tenant, Tenant's use or occupancy of the Premises and/or any claim
of injury or damage, and any statutory remedy.
GOVERNING LAW 27.01 - This Lease shall be constructed and governed by the laws
in the State in which the Building is located. Should any provision of this
Lease and/or its conditions be illegal or not enforceable under the laws of said
State, it or they shall be considered severable, and this Lease and its
conditions shall remain in force and be binding upon the parties as though the
said provisions had never been included.
MUTUAL WAIVER OF CLAIMS 28.01 - Anything herein contained to the contrary, to
the extend of the face amount of their respective insurance coverage, the
Landlord and Tenant do each hereby release the other from any and all liability
for any loss or damage to their respective properties cause by fire or any of
the other casualties covered by the risks included in "All Risk" coverage
notwithstanding that such fire or other casualty shall have resulted frame the
act, omission or negligence of Landlord, Tenant, or their respective agents,
employees, licensees or contractors. Landlord and Tenant agree to cause their
respective insurance policies covering the Building and/or the Premised and
contents thereof to contain an appropriate endorsement whereby the Insurer
agrees that the insurance policy and coverage will not be invalidated by reason
of the foregoing waiver of the right of recovery against Landlord or Tenant,
respectively, for loss occurring to the properties or to the persons thereof
covered by such policies, and whereby such insurers also waive any right of
subrogation against the Landlord and Tenant (as the case may be), and each party
will, upon request, deliver to the other a certificate evidencing such waiver of
subrogation by the insurer.
* SECURITY DEPOSIT 29.01 -- Landlord herewith acknowledges receipt from Tenant
of the total sum of ONE THOUSAND FIVE HUNDRED ($1,500.00) which sum shall be
applied by Landlord as follows:
(a) The sum of -0- ($ -0- ) towards the first monthly payment under this
Lease; and 00/100
LANDLORD ACKNOWLEDGES TRANSFER OF $1,500.00 FROM TENANTS ORIGINAL LEASE.
(b) The sum of ONE THOUSAND FIVE HUNDRED ($ 1,500.00) which shall be held by
the Landlord as a security deposit for the faithful performance of all of the
covenants, conditions which shall be held by the Landlord as a security deposit
for the faithful performance of all of the covenants, conditions and agreements
of this Lease; but in no event shall Landlord be obligated to apply the same on
rents or other charges in arrears or on damages from Tenant's failure to perform
the said covenants, conditions and agreements. Landlord may so apply the
security at its option, and Landlord's right to the possession of the Premises
for nonpayment of rent or for any other reason shall not, in any event, be
affected by reason of the fact that the Landlord holds the security. The said
sum, if not applied towards the payment of rent in arrears or towards the
payment of damages suffered by Landlord by reason of Tenant's breach of
covenants, conditions and agreements of this Lease, is to be returned to Tenant
when this Lease is terminated, according to these terms, and in no event is the
said security to be returned until the Tenant has vacated the Premises and
delivered possession, pursuant to Article 11 hereof, to Landlord. In the event
that Landlord repossess the Premises because of Tenant's default or because of
Tenant's failure to carry out the covenants, conditions and agreements of this
Lease, Landlord may so apply the said security against damages as may be
suffered or which accrue thereafter by reason of Tenant's default or breach.
Said deposit shall not be deemed to limit the amount of any claim which Landlord
may have the right to recover against Tenant for any default under this Lease.
ADDENDUM 30.01 -
30.01 LANDLORD TERMINATION: Landlord may terminate this lease anytime after
December 31, 1999 by giving the tenant six (6) months prior written notice.
30.02 CONDITION OF SPACE; Tenant has inspected premises and accepts the space
in "as in" condition. The tenant will at his sold cost and expense remodel the
space to mutually agreeable plans and specifications. All work done by Tenant
shall be according to local building codes and of building material consistent
with building standards.
30.03 EARLY POSSESSION: Tenant shall have access to space, immediately upon
signing the lease at no charge until January 1, 1997.
30.04 PREVIOUS LEASES: Tenant obligations on previous lease and all addendum's
shall be superseded by this lease on December 31, 1996.
30.05 PARKING: Tenant shall receive four (4) monthly parking permits and
parking/access for loading, four (4) vans, for the entire term of this lease.
IN WITNESS WHEREOF, Landlord and Tenant have hereunto executed this Lease
as of the date first above written.
WITNESS:
_____________________________ By: _______________________________ (Seal)
_____________________________ By: _______________________________ (Seal)
Landlord
WITNESS OR ATTEST:
____________________________ _____________________________________
____________________________ _____________________________________
Tenant
