EXHIBIT 10.22
LEASE AGREEMENT
---------------
THIS LEASE, made this 7th day of April, 1995, by and between XXXXXX X.
--- ------------
XXXXXX, ("Landlord") and FIELDWORKS, INC., a Minnesota Corporation, ("Tenant").
WITNESSETH:
1. PREMISES
--------
Landlord does hereby rent and lease to the Tenant those certain Premises
consisting of approximately 2653 square feet of space (Floor 14) in the office
building known as The Springfield Tower, situated at Xxxxxxx Xxxxx, Xxxxxxxxxxx,
Xxxxxxxx 00000 (the "Building"), together with the appurtenant right to use in
common with the Landlord, other tenants, their guests and invitees, the
sidewalks, entries, passages, corridors, stairways, hallways, elevators and
other common areas of the building.
2. TERM
----
The term of this Lease shall commence on July 1, 1995 (the "Lease
Commencement Date") and shall end at midnight on June 30, 2000 (the "Lease
Termination Date"), unless sooner terminated pursuant to the terms hereof (the
"Term").
3. BASE RENT
---------
Tenant hereby covenants and agrees to pay during the term hereof a basic
annual rent for the first year of SIXTEEN THOUSAND TWO HUNDRED AND NO/100
DOLLARS ($16,200.00), without deductions, set off or demand, to be paid in equal
monthly installments as follows: ONE THOUSAND TWO HUNDRED AND 00/100
($1,200.00), promptly and in advance, on the first day of each month for the
first six months of the lease; increasing to ONE THOUSAND FIVE HUNDRED AND
00/100 DOLLARS ($1,500.00) on January, 1996. The basic annual rent shall
increase for the second year of the lease beginning on July 1, 1996 to TWENTY-
FOUR THOUSAND AND 00/100 DOLLARS to be paid in equal monthly installments of TWO
THOUSAND AND 00/100 DOLLARS. On July 1, 1997, the basic annual rent shall
increase to THIRTY THOUSAND AND 00/100 dollars with equal monthly installments
of TWO THOUSAND FIVE HUNDRED AND 00/100 dollars. On July 1, 1998, if Tenant
exercises its option to extend the Term for two additional years without
penalty, the basic annual rent shall increase to THIRTY SIX THOUSAND AND 00/100
DOLLARS to be paid in equal monthly installments of THREE THOUSAND AND 00/100
DOLLARS and shall remain at this rate for the remainder of the initial five year
lease.
In the event Tenant extends the Term for a second five year term, on July
1, 2000, the basic annual rent shall increase to FORTY TWO THOUSAND AND 00/100
DOLLARS to be paid in equal monthly installments of THREE THOUSAND FIVE HUNDRED
AND 00/100
DOLLARS. On July 1, 2002, the basic annual rent shall increase to FORTY-EIGHT
THOUSAND AND 00/100 DOLLARS to be paid in equal monthly installment of FOUR
THOUSAND AND 00/100 DOLLARS and shall remain at this rate for the remainder of
the second five year lease.
All payments of rent shall be made by check, or by other appropriate forms
of payment reasonably determined by the Landlord, payable to Xxxxxx X. Xxxxxx,
-----------------
trading as Property Services, and delivered to 0000 Xxxxxxx Xxxxx, Xxxxxxx
----------------------------- ---------------------------
Xxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000 or to such other person, entity and/or place
----------------------------------
as may be designated in writing from Landlord to Tenant from time to time.
4. LATE CHARGES
------------
Payments of rent and any other charges due hereunder not received within
fifteen (15) calendar days of date due shall be subject to a five percent (5%)
late payment charge.
5. SECURITY DEPOSIT
----------------
Contemporaneous with its execution and delivery of this Lease, TENANT shall
deposit with Landlord the sum of ONE THOUSAND TWO HUNDRED AND 00/100 DOLLARS
($1,200.00) as and for a security deposit ("Security Deposit"), which Landlord
will hold as security for TENANT's prompt, full and faithful performance of each
and every of its obligations under the Lease for tenants lease. If an Event of
Default (as said term is defined in and by the Lease) occurs, LANDLORD, in its
sole discretion, may use, apply or retain the whole or any part of the Security
Deposit for the payment of (i) all rents, expenses or other charges due under
the Lease which TENANT has not paid at that time, or which become due and are
not paid after the occurrence of such Event of Default, (ii) any sum expended by
LANDLORD on TENANT's behalf in accordance with the provisions of this Lease
Agreement, or (iii) any sum which LANDLORD may expend or be required to expend
by reason of TENANT's default, including, without limitation, damages or
deficiency in the reletting of the Premises, and reasonable attorney's fees and
expenses and court costs. LANDLORD's election to use, apply or retain all or any
portion of the Security Deposit shall not operate to prevent LANDLORD from
exercising any other right or remedy provided by this Lease Agreement or by law,
and shall not operate as a limitation on any recovery to which LANDLORD may
otherwise be entitled. To the extent LANDLORD does so use, apply or retain all
or any portion of the Security Deposit, TENANT agrees to deposit cash with
-----------------------------------
LANDLORD, within ten (10) days after a written demand is made by LANDLORD, in an
--------------------------------------------------------------------------------
amount sufficient to restore the Security Deposit to its original amount so that
--------------------------------------------------------------------------------
LANDLORD shall have the full amount of the Security Deposit on hand at all
--------------------------------------------------------------------------
times.
-----
Provided TENANT fully and faithfully complies with all of its duties and
obligations under this Lease Agreement, the Security Deposit, or any remaining
balance thereof, shall be returned to TENANT within thirty (30) days following
the expiration of the Term.
In the event LANDLORD transfers its interest in the Premises, LANDLORD
shall have the right to transfer the Security Deposit to LANDLORD's transferee.
In such event, upon the
2
delivery by LANDLORD to TENANT of such transferee's written acknowledgment of
its receipt of the Security Deposit (or the remaining balance thereof), TENANT
shall be deemed to have released LANDLORD of and from any further liability or
obligation for the return of all or any part of said Security Deposit, and
LANDLORD's transferee shall be bound by the provisions of this Lease Agreement
pertaining to the Security Deposit.
6. USE OF PREMISES
---------------
(a) The Premises are to be used only for office purposes and any other
incidental use which is legally permitted and is not inconsistent with the
character and type of tenancy found in first-class office buildings in Northern
Virginia.
(b) Tenant shall not suffer nor permit the Premises nor any part thereof
to be used in any manner, nor anything to be done therein, nor suffer or permit
anything to be brought into or kept therein, which would in any way (i) make
void , voidable or unobtainable any fire or liability insurance policy with
respect to the Building; (ii) cause, or, in Landlord's reasonable opinion, be
likely to cause physical damage to the Building or any part thereof; (iii)
constitute a public or private nuisance; (iv) impair, in the reasonable opinion
of Landlord, the appearance, character or reputation of the Building; (v) impair
or interfere with any of the Building services or impair or interfere with or
tend to impair or interfere with the use of any of the other areas of the
Building by, or occasion discomfort to landlord or any of the other tenants or
occupants of the Building, any such impairment or interference to be in the
reasonable judgment of Landlord; (vi) constitute waste; or (vii) make any noise
or set up any vibration which will disturb other tenants, except in the course
of permitted repairs or alterations.
(c) Tenant shall not use the Premises nor permit anything to be done in or
about the Premises which will in any way conflict with any law, statue,
ordinance or governmental rule or regulation now in force or which may hereafter
be enacted or promulgated. Tenant shall give prompt notice to Landlord of any
notice it receives of the violation of any law or requirement of any public
authority with respect to the premises or the use or occupation thereof.
Landlord shall give prompt notice to Tenant of any notice it receives relative
to the violation by Tenant of any law or requirement of any public authority
with respect to the Premises or the use or occupation thereof.
(d) Subject to "punch list" items identified by Tenant in writing to
Landlord within thirty (30) days of Tenant's taking possession and subject to
latent defects, Tenant accepts the Premises in their present condition.
7. TENANT'S CARE OF LEASED PREMISES
--------------------------------
(a) Tenant shall act with care in its use and occupancy of the Premises
and the fixtures therein. Tenant, at Tenant's sole cost and expense, shall make
all repairs and replacements to the Premises, structural or otherwise,
necessitated or caused by the acts, omissions or negligence of Tenant, or any
person claiming through or under Tenant or by the use or occupancy of the
Premises by Tenant or any person. Tenant, at Tenant's sole cost and
3
expense, shall also make all repairs and replacements, as and when necessary, to
any alterations made by Tenant. In addition to the foregoing, all damage or
injury to the Premises, its fixtures, appurtenances and equipment caused by
Tenant moving property in or out or by installation or removal of furniture,
fixtures, or other property by Tenant shall be repaired, restored or replaced
promptly by Tenant, at its sole cost and expense, to the reasonable satisfaction
of Landlord. All aforesaid repairs, restoration and replacements shall be in
quality and class equal to the original work or installation.
(b) Landlord shall make the following repairs as and when necessary: (i)
structural repairs to the Premises and Building; (ii) repairs required in order
to provide the elevator, plumbing, heating and air conditioning services to be
furnished by Landlord pursuant to this Lease; (iii) repairs to exterior portions
of the Building, including windows, balconies and roof thereof; and (iv) other
repairs to the Building necessary for Tenant's use and enjoyment of the
Premises. Landlord's obligations under the preceding sentence shall not accrue
until after notice by Tenant to Landlord of the nature and necessity for any
specific repair to the extent Tenant has actual or constructive knowledge of the
need for such repairs.
8. INSPECTIONS
-----------
Upon reasonable prior notice to Tenant (except in an emergency) Landlord
may enter the Premises at reasonable hours to exhibit the Premises to
prospective purchasers or tenants; to inspect the Premises to see that Tenant is
complying with all its obligations hereunder; and to make repairs or
replacements required of Landlord under the terms hereof or repairs or
modifications to any adjoining space or any other areas of the Building.
Landlord shall be permitted to take any materials into and upon the Premises
that may be required in connection with such repairs or replacements. Landlord
will exercise its best efforts not to interfere with tenant, however, rent
abatement will be made if Tenant's use is materially interfered with.
9. DEFAULT PROVISIONS
------------------
(a) Each of the following events shall be deemed to be, and is referred to
in this Lease as, an "Event of Default":
(1) A default by Tenant in the due and punctual payment of any Rent
or any other charges due hereunder which continues for more than ten (10) days
after such amounts shall be due and payable; or
(2) The neglect or failure of Tenant to perform or observe any of the
terms, covenants or conditions contained in this Lease on Tenant's part to be
performed or observed (other than those referred to in paragraph (1) above)
which is not remedied by Tenant within 20 days after Landlord shall have given
to Tenant written notice specifying such neglect or failure; or
(3) The assignment, transfer, mortgaging or encumbering of this Lease
or the subletting of the Premises in a manner not permitted by this Lease; or
4
(4) The taking of this Lease or the Premises, or any part thereof,
upon execution or by other process of law directed against Tenant, or upon or
subject to any attachment at the instance of any creditor of or claimant against
Tenant, which execution or attachment shall not be discharged within 30 days
after the levy thereof; or
(b) Upon the occurrence of an Event of Default, Landlord shall have the
right, at its election, then or at any time thereafter which such Event of
Default shall continue, either:
(1) To give Tenant written notice that this Lease will terminate on a
date to be specified in such notice, which date shall not be less than five days
after such notice, and on the date specified in such notice. Tenant's right to
possession of the Premises shall cease and this Lease shall thereupon be
terminated, but Tenant shall remain liable as provided in Subparagraph (d) of
this section; or
(2) Without demand or notice, to reenter to take possession of the
Premises or any part thereof, and repossess the same and expel Tenant and those
claiming through or under Tenant and remove the effects of both or either
summary proceedings, or by action at law or in equity or otherwise, without
being deemed guilty of any manner of trespass and without prejudice to any
remedies to collect rent due from Tenant.
(c) If Landlord elects to reenter under subparagraph (b) above, Landlord
may terminate this Lease, or, from time to time, without terminating this Lease,
may relet the Premises, or any part thereof, as agent for Tenant for such terms
and at such rentals and upon such other terms and conditions as Landlord may
deem advisable, with the right to make alterations and repairs to the premises.
No such reentry or taking of possession of the Premises by Landlord shall be
construed as an election on Landlord's part to terminate this lease unless a
written notice of such intention is given to Tenant under Subparagraph (b) above
or unless the termination thereof be decreed by a court of competent
jurisdiction.
(d) If Landlord terminates this Lease pursuant to Subparagraph (b) above,
Tenant shall remain liable to the extent legally permissible for (i) the sum of
(A) all Rent or any other charges due hereunder or provided for in this Lease
until the date this Lease would have expired had such termination not occurred,
and (B) any and all reasonable expenses incurred by Landlord in reentering the
Premises, repossessing the same, making good any default of Tenant, painting,
altering or dividing the Premises, combining the same with any adjacent space
for any new tenants, putting the same in proper repair, reletting the same
(including any and all reasonable attorney's fees and disbursements and
reasonable brokerage fees incurred in so doing), and any and all expenses which
Landlord may incur during the occupancy of any new tenant (other than expenses
of a type that are Landlord's responsibility under the terms of this Lease);
less (ii) the net proceeds of any reletting. Tenant agrees to pay to Landlord
the difference between items (i) and (ii) above with respect to each month
during the Term, within five days after the end of such month. Any suit brought
by landlord to enforce collection of such difference for any one month shall not
prejudice Landlord's right to enforce the collection of any difference for any
subsequent month. In addition to the foregoing, Tenant shall pay to the Landlord
reasonable attorney's fees
5
with respect to any successful lawsuit or action instituted by land lord to
enforce the provisions of this Lease. Landlord shall have the right, at its sole
option, to relet the whole or any part of the Premises for the whole of the
unexpired Term, or longer, or from time to time for shorter periods, for any
rental then obtainable giving such concessions of rent and making such special
repairs, alterations, decorations and paintings for any new tenant as Landlord
in its sole and absolute discretion, may deem advisable. Tenant's liability as
aforesaid shall survive the institution of summary proceedings and the issuance
of any warrant thereunder. Landlord shall be under no obligation to relet the
Premises, but agrees to use its best efforts to do so.
10: BANKRUPTCY TERMINATION PROVISIONS
---------------------------------
This Lease shall automatically terminate and expire, without the
performance of any act or the giving of any notice by landlord, upon the
occurrence of any of the following events: (1) Tenant's admitting in writing its
inability to pay its debts generally as they become due, or (2) the commencement
by Tenant of a voluntary case under the federal bankruptcy laws, as now
constituted or hereafter amended, or any other applicable federal or state
bankruptcy, insolvency or other similar laws, or (3) the entry of a decree or
order for relief by a court having jurisdiction in an involuntary case under the
federal bankruptcy laws, as not constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency or other similar law, and the
continuance of any such decree or order unstated and in effect for a period of
30 consecutive days, or (4) Tenant's making an assignment of all or a
substantial part of its property for benefit of its creditors, or (5) Tenant's
seeking or consenting to or acquiescing in the appointment of, or the taking of
possession by, a receiver, trustee or custodian for all or a substantial part of
its property, or (6) the entry of a court order without Tenant's consent, which
order shall not be vacated, set aside or stayed with 30 days from the date of
entry, appointing a receiver, trustee or custodian for all or a substantial part
of its property. The provisions of this section shall be interpreted in a manner
which results in a termination of this Lease in each and every instance, and to
the fullest extent, that such termination is permitted under the federal
bankruptcy laws, it being of prime importance to the Landlord to deal only with
Tenants who have, and continue to have, a strong degree of financial strength
and financial stability.
11. PERSONALTY OF TENANT
--------------------
If the Tenant shall not remove all its furniture, personal property or
other effects (the "Personalty") from the Premises at any termination of this
Lease, Landlord may, at its option, remove all or part of the Personalty in any
manner that Landlord shall choose and store the same without liability to Tenant
for loss thereof. Tenant shall be liable to Landlord for all expenses incurred
in such removal and storage.
12. SERVICES AND UTILITIES
----------------------
(a) Landlord will furnish the following facilities, maintenance and
services without cost to Tenant with first rate materials and in a first rate
manner:
6
(i) Electricity for lighting and ordinary office machinery;
provided, however, that Landlord shall be under no obligation to provide
electricity for any electronic computers or other data processing equipment or
electricity or gas to operate any air-conditioning equipment necessitated by the
installation of electronic computers or data processing equipment. Tenant shall
however have the right to install electronic computing and data processing
equipment at its expense, and Landlord agrees to make available to Tenant the
electrical energy and air-conditioning service customary to operate such
computing and data processing equipment.
(ii) Sufficient heat, air conditioning and fresh air supply to keep
the Premises comfortable for office use.
(iii) Automatic elevator service.
(iv) Adequate toilet facilities and all necessary toilet supplies,
hot and cold water and sewage.
(v) Janitorial services will be the responsibility of the Landlord.
(b) It is understood and agreed that Landlord shall not be under any
responsibility or liability in any way whatsoever for the quality, quantity,
impairment, interruption, stoppage or other interference with service involving
water, heat, air-conditioning, electric, electric current for light and power,
telephone or any other service arising from any conditions beyond the control of
Landlord. Will use its best efforts to restore such service as quickly as
possible.
(c) Landlord reserves the right to stop the service of heating, air-
conditioning, ventilating, elevator, plumbing, electricity or other mechanical
systems or facilities in the Premises or the Building, if necessary by reason of
accident or emergency, or for repairs, alterations, replacements, additions or
improvements which, in the reasonable judgment of Landlord, are desirable or
necessary, until said repairs or alterations, replacements, additions or
improvements are completed. Landlord shall provide a rent abatement in the event
services are halted for a prolonged period of time.
13. SUBLETTING AND ASSIGNMENT
-------------------------
(a) Tenant shall not mortgage, pledge, encumber, sell or assign this Lease
in whole or in part or sublease or sublet the whole or any part of the Premises,
nor permit the Premises to be used by others without the prior written consent
of Landlord, which consent shall not be unreasonably withheld. Any attempted
transfer, assignment, subletting mortgaging or encumbering of this Lease in
violation of the provisions of this section shall be void and confer no rights
upon any third person. No permitted assignment or subletting shall relieve
Tenant of any of its obligations under this Lease.
(b) If Tenant's interest in this Lease is assigned, whether or not in
violation of this provisions of this section, Landlord may collect rent from the
assignee. If the Premises or any part thereof are sublet to, or occupied by, or
used by, any person other than Tenant, whether or
7
not in violation of this section, Landlord, after default by Tenant under this
Lease, may collect rent from the subtenant, user or occupant. in either case,
landlord shall apply the amount collected to the rents reserved in this Lease,
but neither any such assignment, subletting, occupancy or use, whether with or
without Landlord's prior consent, nor any such collection or application, shall
be deemed a waiver of any term, covenant or condition of this Lease or the
acceptance by Landlord of such assignee, subtenant, occupant or user as tenant.
The consent by Landlord to any assignment or subletting shall not relieve Tenant
from its obligation to obtain the express prior consent of Landlord to any
further assignment or subletting. Neither an assignment of Tenant's interest in
this Lease nor a subletting occupancy or use of the Premises or any part thereof
by any person other than Tenant, nor the collection of rent by landlord from any
person other than Tenant as provided in this subsection nor the application of
any such rent as provided in this subsection shall, in any circumstances,
relieve Tenant from its obligation fully to observe and perform the terms,
covenants and conditions of this Lease on Tenant's part to be observed and
performed.
14. LIABILITY INSURANCE
-------------------
(a) Tenant, at Tenant's sold cost and expense, shall obtain and maintain
in effect at all times during the Term, a policy of comprehensive general public
liability insurance with broad form property damage endorsement, naming Landlord
and (at Landlord's request) any Mortgagee of the Building and any management
agent as additional named insured(s), protecting Landlord, Tenant and any such
Mortgagee and management agent against any liability for bodily injury, death or
property damage occurring upon, in, or about any part of the Building or the
land on which it is built, the Leased Premises or any appurtenances thereto.
Such policies shall afford protection to the limit of not less than $500,000
with respect to bodily injury of death to any one person, to the limit of not
less than $1,000,000 with respect to bodily injury or death to any number of
persons in any one accident, and to the limit of not less than $100,000 with
respect to damage to the property of any one owner from one occurrence.
(b) Any insurance policies required to be obtained by Tenant under this
section: (i) shall be issued by an insurance company of recognized
responsibility licensed to do business in the jurisdiction in which the Building
is located; (ii) shall be written as primary policy coverage and not
contributing with or in excess of any coverage which Landlord may carry. Neither
the issuance of any insurance policy required under this Lease, nor the minimum
limits specified herein with respect to Tenant's insurance coverage, shall be
deemed to limit or restrict in any way Tenant's liability arising under or out
of this Lease. With respect to any insurance policy required to be obtained by
Tenant under this section, on or before the Lease Commencement Date, and at
least thirty (30) days before the expiration of the expiring policy or
certificate previously furnished, Tenant shall deliver to Landlord a certificate
of insurance therefor, together with evidence of payment of all applicable
premiums. Any insurance policy required to be carried hereunder by or on behalf
of Tenant shall provide (and any certificate evidencing the
8
existence of each such insurance policy shall certify) that such insurance
policy shall not be canceled unless Landlord shall have received 20 days' prior
notice of cancellation.
(c) Except for the willful or negligent acts or omissions of Landlord or
its agents or employees, Tenant hereby agrees to indemnify and hold harmless
Landlord from and against any and all claims, losses, actions, damages,
liabilities and expenses (including attorney's fees) that (i) arise from or are
in connection with Tenant's possession, use, occupancy, management, repair,
maintenance or control of the Premises, or any portion thereof, or (ii) arise
from or are in connection with any willful or negligent acts or omissions of
Tenant or Tenant's agents, employees, invites or subtenants, or (iii) result
from any default, breach, violations or nonperformance of this lease or any
provision therein by Tenant, or (iv) arise from injury or death to persons or
damage to property sustained on or about the Premises. Tenant shall at its own
cost and expense, defend any and all actions, suits and proceedings which may be
brought against Landlord with respect to the foregoing, or in which Landlord may
be impleaded. Tenant shall pay, satisfy and discharge any and all money
judgments which may be recovered against Landlord in connection with the
foregoing.
15. FIRE INSURANCE
--------------
(a) Landlord shall, through the Term, at its expense, keep the Building
insured against all loss or damage by fire with extended coverage in such amount
as any first Mortgagee of the Building may from time to time require. Tenant
shall, throughout the Term, at its expense, keep Tenant's alterations to the
Premises and Tenant's personal property insured against all loss or damage by
fire with extended coverage in an amount sufficient to prevent Tenant from
becoming a co-insurer.
Tenant's policies of insurance shall contain an appropriate clause or
endorsement under which the insurer agrees that such policy shall not be
cancelled without at least 15 days' notice to Landlord.
(b) Landlord and Tenant will (i) if requested, advise the other as to the
provisions of fire and extended coverage insurance policies obtained pursuant to
this section, and (ii) notify the other promptly of any change in the terms of
any such policy which would affect such provisions.
16. DAMAGE BY FIRE OR OTHER CASUALTY
--------------------------------
In the event of loss of, or damage to, the Premises or the Building by fire
or other casualty, the rights and obligations of the parties hereto shall be as
follows:
(a) If the Premises or any part thereof shall be damaged by fire or other
casualty, Tenant shall give prompt notice thereof to Landlord, and Landlord,
upon receiving such notice, shall proceed promptly and with reasonable
diligence, subject to unavoidable delays and a reasonable time for adjustment of
insurance losses, to repair, or cause to be repaired, such damage in a manner
designed to minimize interference with Tenant's occupancy (but with no
9
obligation to employ labor at overtime or other premium pay rates). If the
Premises or any part thereof shall be rendered untenantable by reason of such
damage, whether to the Premises or the Building, the Base rent and any
additional charges due hereunder shall proportionately xxxxx for the period from
the date of such damage to the date when such damage has been repaired for the
portion of the Premises rendered untenantable.
(b) If as a result of fire or other casualty more than one-half (1/2) of
the Building is rendered untenantable, Landlord within 60 days from the date of
such fire or casualty may terminate this Lease by notice to Tenant, specifying a
date, not less than 20 nor more than 40 days after the giving of such notice, on
which the Term shall expire as fully and completely as if such date were the
date herein originally fixed for the expiration of the Term. If the Premises are
damaged as a result of fire or other casualty and if the damage to the Premises
is so extensive that such damage cannot be substantially repaired within 180
days from the date of the fire or other casualty, either Landlord or Tenant
within 30 days from the date of such fire or other casualty may terminate this
Lease by notice to the other, specifying a date, not less than 20 nor more than
40 days after the giving of such notice, on which the Term shall expire as fully
and completely as if such date were the date originally fixed for the expiration
of the Term. If either Landlord or Tenant terminates this Lease, the Base Rent
and all other charges due hereunder shall be apportioned as of the date of such
fire or other casualty. If neither Landlord or Tenant so elects to terminate
this Lease, then Landlord shall proceed to repair the damage to the Building and
the damage to the Premises, if any shall have occurred, and the Base Rent and
any other charges due hereunder shall meanwhile be apportioned and abated all as
provided in this subsection (a).
(c) If the Premises shall be rendered untenantable to the extent of eighty
percent (80%) or more by fire or other casualty during the last six months of
the Term, Landlord or Tenant may terminate this Lease upon notice to the other
party given within 90 days after such fire or other casualty specifying a date,
not less than 20 days nor more than 40 days after the giving of such notice, on
which the Term shall expire as fully and completely as if such date were the
date originally fixed for the expiration of the Term. If either Landlord or
Tenant terminates this Lease pursuant to this subsection, the Base Rent and any
additional charges due hereunder shall be apportioned as of the date of such
fire or casualty.
(d) Landlord shall not be required to repair or replace any of Tenant's
alterations or improvements or any other personal property of Tenant and no
damages, compensation or claim shall be payable by Landlord for inconvenience,
loss of business by annoyance arising from any repair or restoration of any
portion of the Premises or of the Building.
(e) Notwithstanding any other provisions of this Lease, Landlord shall not
be liable or responsible for, and Tenant hereby releases Landlord and its
Partners, officers, directors, agents and employees from and any person claiming
by, through or under Tenant, by way of subrogation or otherwise, for any injury,
loss or damage to Tenant's property covered by a valid and collectible fire
insurance policy with extended coverage endorsement. Tenant shall require its
insurer(s) to include in all of Tenant's insurance policies which could give
rise to a right of subrogation against Landlord a clause or endorsement whereby
the insurer(s) shall waive any
10
rights of subrogation against Landlord, and Tenant shall pay any additional
premium required therefor.
(f) Notwithstanding any other provision of this Lease, Tenant shall not be
liable or responsible for, and Landlord hereby releases Tenant and its partners,
officers, directors, agents and employees from, any and all liability or
responsibility to Landlord or any person claiming by, through or under Landlord,
by way of subrogation or otherwise, for any injury, loss or damage to Landlord's
property covered by a valid and collectible fire insurance policy with extended
coverage endorsement. Landlord shall require its insurer(s) to include in all of
Landlord's insurance policies which could give rise to a right of subrogation
against Tenant a clause or endorsement whereby the insurer(s) shall waive any
rights of subrogation against Tenant, and Landlord shall pay any additional
premium required therefor.
(g) The proceeds payable under all fire and other hazard insurance
policies maintained by Landlord on the building shall belong to and be the
property of the Landlord, and Tenant shall not have any interest in such
proceeds. Tenant agrees to look to its own fire and hazard insurance policies in
the event of damage to Tenant's alterations or its personal property.
17. CONDEMNATION
------------
(a) In the event of a taking under the power of eminent domain or
condemnation ("Taking") of the whole of the Premises, this Lease shall terminate
as of the date of such Taking. If only a part of the Premises shall be so taken
then, except as otherwise provided in this subsection, this Lease shall continue
in force and effect but, from and after the date of the Taking, the Base Rent
and any additional charges due hereunder shall be equitably reduced on the basis
of the portion of the Premises so taken. If a part of the Building shall be
taken, and if (i) the part of the Building so taken contains more than twenty-
five percent (25%) of the Premises immediate to such Taking, or (ii) in
Landlord's reasonable opinion, it shall be impracticable to continue to operate
the Building, then Landlord, may give to Tenant within 50 days after the date
upon which Landlord shall have received notice of the Taking, a 30 day's notice
of termination of this lease. If a 30 days' notice of termination is given by
landlord, this Lease shall terminate upon the expiration of the 30-day period.
If part of the Building, premises or common areas shall be taken and, in
Tenant's reasonable opinion, it shall be impracticable to continue to operate
the Building, then Tenant may give to Landlord within 50 days after the date
upon which Tenant shall have received notice of the Taking, a 30 day'[s notice
of termination of this lease. If a taking occurs which does not result in the
termination of this Lease, Landlord shall repair, alter and restore the
remaining portions of the Premises to their former condition to the extent the
same may be feasible.
(b) Landlord shall have the exclusive right to receive any and all awards
made for damages to the Premises and the building accruing by reason of a Taking
or by reason of anything lawfully done in pursuance of public or other
authority. Tenant hereby releases and assigns to Landlord all of Tenant's rights
to such awards, and covenants to deliver such further assignments and assurances
thereof as Landlord may from time to time request. This provision shall not
prevent Tenant from seeking to recover relocation benefits and such business
damages
11
and/or consequential damages as any be allowed by law which do not constitute a
part of the compensation for the Building and do not diminish the amount of the
aware to which landlord would otherwise be entitled.
18. DEMOLITION AND RENOVATION
-------------------------
(a) In the event Landlord decides to take action which will result in the
demolition and/or renovation of the Building in which the Premises are located,
then this Lease shall automatically be terminated as of One Hundred Eighty (180)
days after Landlord gives written notice of its intent to demolish and/or
renovate.
(b) Upon any termination of this Lease under any of the provisions of this
section, the parties shall be released thereby, without further obligation to
the other, from the date possession of the Premises is surrendered to the
Landlord, except for Tenant's obligations which have theretofore accrued and are
then unpaid.
(c) Nothwithstanding any destruction or damage to the Premises or the
Building, including the parking facilities and interior and adjacent landscaped
areas, Tenant shall not be released from any of its obligations under this Lease
except to the extent and upon the conditions expressly stated in this section.
19. ALTERATIONS AND IMPROVEMENTS
----------------------------
(a) Tenant shall make no alterations, additions or improvements
("Alterations") to the Premises without first obtaining the Landlord's written
consent, which consent shall not be unreasonably withheld. All alterations or
other fixtures, whether temporary or permanent in character (except only the
movable office furniture and equipment of the Tenant), made in or upon the
Premises, either by Tenant or Landlord, shall be Landlord's property and shall
remain upon the Premises at the termination of the Term by lapse of time or
otherwise, without compensation to Tenant. At the option of Landlord, all or any
part of such Alterations may be required by Landlord to be removed from the
Premises at the expiration of the Term or other termination of this Lease at
Tenant's expense and, at Tenant's expense, the Premises shall be restored to
their original condition existing prior to the installation of the alterations
by Tenant, ordinary wear and tear excepted.
(b) Tenant shall pay or cause to be paid all costs for work done by Tenant
or caused to be done by Tenant on the Premises of a character which will or may
result in liens on Landlord's interest therein and Tenant will keep the Premises
free and clear of all mechanic's liens and other liens on account of work done
for Tenant or persons claiming under it. Tenant hereby agrees to indemnify,
defend and save Landlord harmless of and from all liability, loss, damage, costs
or expenses, including reasonable attorneys' fees, incurred on account of any
claims of any nature whatsoever for work performed for, or materials or supplies
furnished to Tenant, including lien claims of laborers, materialmen or others.
Should any such liens be filed or recorded against the Premises with respect to
work done or for materials supplied to or on behalf of Tenant or any action
affecting the title thereto be commenced, Tenant shall cause such
12
liens to be removed of record within five (5) days after notice from Landlord.
If Tenant shall be in default in paying any charge for which a mechanic's lien
or suit thereon has been filed and shall not have caused such lien or suit to be
discharged, Landlord may (but without being required to do so) pay such lien or
claim any costs, and the amount so paid, together with reasonable attorneys'
fees incurred in connection therewith, shall be immediately due from Tenant to
Landlord.
20. RULES AND REGULATIONS
---------------------
The rules and regulations attached hereto as Exhibit "A" shall be and are
hereby made a part of this Lease. Tenant, its servants and agents, will perform
and abide by said rules and regulations, and any reasonable and uniform
amendments or additions thereto as may be made from time to time by Landlord.
21. HOLDING OVER
------------
If Tenant remains in possession after expiration of the term hereof, Tenant
shall be deemed to be occupying the Premises as a tenant from month to month.
There shall be no renewal of this Lease by operation of law or otherwise and
Tenant shall be subject to all other terms and conditions hereof.
22 SURRENDER OF PREMISES
---------------------
At the termination of this Lease, Tenant shall remove all of its property
and surrender the Premises and keys thereof to Landlord in the same condition as
at commencement of the Term, normal wear and tear only excepted.
23. PARKING
-------
Tenant shall have, without charge, non-exclusive use of automobile parking
spaces on the on-site parking area of the building. Access and use thereof shall
be as provided in the Rules and Regulations promulgated by landlord. Such
parking spaces shall be available on a first-come, first-served basis, subject,
however, to the rights of any other tenant of the building to park vehicles in
reserved parking spaces as may be provided in such Tenant's lease.
24. SUBORDINATION
-------------
(a) This Lease and Tenant's interest hereunder shall be subordinate to and
subject to the lien of any Mortgage or Deed of Trust ("Mortgage") made by
landlord against the Building. This Lease and Tenant's interest hereunder shall
be subject and subordinate to the lien of such Mortgage and to all renewals,
modifications, replacements, consolidations and extensions thereof and to any
and all advances made thereunder and the interest thereon. Tenant agrees that,
within 10 days after receipt of a written request therefor from Landlord, it
will from time to time execute and deliver any instrument or other document
required by any such Mortgagee to
13
subordinate this and deliver any instrument or other document required by any
such Mortgagee to subordinate this Lease and its interest in the Premises to the
lien of such Mortgage.
(b) This Lease and Tenant's interest hereunder shall be subject and
subordinate to each and every ground or underlying lease hereafter made of the
Building or the land on which it is constructed, or both, and to all renewals,
modifications, replacements and extensions thereof. Tenant agrees that, within
10 days after the receipt of written request therefor from landlord, it will,
from time to time, execute, acknowledge and deliver any instrument or other
document required by any such lessor to subordinate this Lease and its interest
in the Premises to such ground or underlying lease.
(c) If the Building, or any part thereof, or the land on which the
building is constructed, or Landlord's leasehold estate in the building, is at
any time subject to a first Mortgage, and (i) this Lease is assigned to the
First Mortgagee, and (ii) Tenant is given written notice of such assignment,
including the name and address of the assignee, then, in such event, Tenant
shall not terminate this Lease or make any abatement in the Base Rent payable
hereunder for any default on the part of Landlord without first giving notice,
in the manner provided elsewhere in this Lease for the giving of notices, to
such first Mortgagee, specifying the default and affording a reasonable
opportunity to make performance, at its election for and on behalf of Landlord.
25. ATTORNEY'S FEES
---------------
In the event any sums payable to Landlord hereunder are collected at law or
through any attorney at law, Tenant shall pay, in addition to such sums, twenty
percent (20%) thereof as attorney's fees. Tenant shall pay all reasonable
attorney's fees and expenses Landlord incurs in connection with any litigation
or negotiations which landlord shall, without its fault, become involved through
or on account of this Lease. Except as provided above, in connection with any
dispute or litigation between Landlord and Tenant with respect to this Lease or
the Premises, the prevailing party shall be entitled to reasonable attorneys'
fees and costs from the other.
26. ATTORNMENT AND NON-DISTURBANCE
------------------------------
In the event of (i) a transfer of Landlord's interest in the Premises, (ii)
the termination of any ground or underlying lease of the Building or the land on
which it is constructed or both, or (iii) the purchase of the Building or
Landlord's interest therein in a foreclosure sale or be deed in lieu of
foreclosure under any mortgage or pursuant to a power of sale contained in any
mortgage, then in any such events Tenant shall, upon demand by the owner of the
Building or the land on which it is constructed, or both, attorn to and
recognize the transferee or purchaser of Landlord's interest or the lessor under
the terminated ground or underlying lease, as the case may be , as Landlord
under this Lease for the balance then remaining of the Term, and thereafter this
Lease shall continue as a direct lease between such person, as "Landlord" and
"Tenant", except that such lessor, transferee or purchaser shall not be liable
for any act or omission of Landlord prior to such lease termination or prior to
such person's succession to title, nor be bound by any payment of Base Rent or
additional charges due hereunder prior to such lease termination or prior to
such person's succession to title for more than one month in advance. Tenant
hereby
14
waives the provisions of any present or future law or regulations which gives or
purports to give Tenant any right to terminate or otherwise adversely affect
this Lease, or the obligations of Tenant hereunder, upon or as a result of the
termination of any ground or underlying lease or the completion of any such
foreclosure and sale.
27. ESTOPPEL CERTIFICATES
---------------------
Tenant agrees from time to time, within 15 days after written request
therefor by Landlord, to execute, acknowledge and deliver to Landlord a
statement in writing certifying to Landlord, any Mortgagee, assignee of a
mortgagee, or any purchaser of the Building or the land on which it is
constructed, or any other person designated by Landlord, as of the date of such
statement, (i) that Tenant is in possession of the Premises; (ii) that this
Lease is unmodified and in full force and effect (or, if there have been
modifications, that this Lease is in full force and effect as modified and
setting forth such modifications); (iii) whether or not there are then existing
any set-offs or defenses known to Tenant against the enforcement of right or
remedy of Landlord, or any duty or obligation of Tenant, hereunder (and, if so,
specifying the same in detail); (iv) the dates, if any, to which any base Rent
or other charges have been paid in advance; (v) that Tenant has no knowledge of
any such uncured defaults, specifying the same in detail); (vi) that Tenant has
no knowledge of any event having occurred that authorizes the termination of
this Lease by Tenant (if Tenant has such knowledge, specifying the same in
detail); (vii) the amount of any security deposit held by Landlord) and (viii)
any additional facts reasonably requested by any such Mortgagee, assignee of a
Mortgagee or purchaser.
28. LIMITATION ON LANDLORD'S LIABILITY
----------------------------------
(a) Except for damages resulting from the willful or negligent act or
omission of Landlord, its agent and employees, Landlord shall not be liable to
Tenant, and its employees, agents, business invitees, licensees, customers,
guests or trespassers for any damage or loss to the property of Tenant or others
located on the Premises, or in the Building or the land on which it is built, or
for any accident or injury to persons in the Premises of the Building, resulting
from the necessity of repairing any portion of the Building; the use or
operation (by Tenant or any other person or persons whatsoever) of any
elevators, or heating, cooling, electrical or plumbing equipment or apparatus;
the termination of this Lease by reason of the destruction of the Building or
the Premises; any fire, robbery, theft, and/or any other casualty; any leaking
water, wind, rain, or snow that may leak into, or flow from, any part of the
Premises or the Building; any acts or omissions of any occupant of any space
adjacent to or adjoining all or any part of the Premises; any water, gas, steam,
fire, explosion, electricity or falling plaster; the bursting, stoppage or
leakage of any pipes, sewer pipes, drains, conduits, appliances or plumbing
works, or, any other cause whatsoever.
(b) Landlord shall not be required to perform its obligations under this
Lease, nor be liable for loss or damage for failure to do so, nor shall Tenant
be released from any of its obligations under this Lease because of the
Landlord's failure to perform, where such failure arises from or through
unavoidable delays beyond Landlord's control. If Landlord is so delayed or
prevented from performing any of its obligations during the Term, the period of
such delay or
15
such prevention shall be deemed added to the time herein provided for the
performance of any such obligation.
29. NAME OF BUILDING; TENANT'S SIGNS
--------------------------------
(a) Landlord expressly reserves the right to have the Building designated
by a street number or numbers and to affix to the building, at locations
designated by Landlord, signs indicating any such number or numbers and the name
of the Building as selected from time to time by Landlord.
(b) Landlord has not granted to Tenant any rights in or to the roof or the
outer side of the outside walls or windows of the Building, control of which is
hereby reserved by Landlord. Tenant shall not display or erect any lettering,
signs, advertisements, awnings or other projections on the exterior of the
Premises or in the interior of the Premises if visible from a public way, except
for customary hallway door lettering.
(c) Landlord shall provide a directory tablet in the main lobby of the
Building, at its expense, upon which Landlord will affix Tenant's name. The
size, color and style of such directory and the names affixed thereto shall be
selected by Landlord.
(d) The location, size, color and style of any sign or hallway door
lettering utilized by Tenant shall be subject to Landlord's approval. Any Tenant
sign shall conform to the design criteria which Landlord has established for the
Building.
30. LEASING COMMISSION
------------------
Landlord and Tenant each represent and warrant to the other that neither of
them has employed any broker in carrying on the negotiations relative to this
Lease. Landlord and Tenant shall each indemnify and hold harmless the other from
and against any claim or claims for brokerage or other commission arising from
or out of any breach of the foregoing representation and warranty.
31. PERMITS AND LICENSES
--------------------
Tenant shall have the responsibility of procuring at its sole cost and
expense any necessary permits, licenses or variances required for the conduct of
Tenant's business or for any improvements or renovations to the Premises. Tenant
agrees to hold Landlord harmless from any damages or other losses resulting from
any delay or inability to obtain any required permits, licenses or variances.
32. GENERAL PROVISIONS
------------------
(a) The covenants, conditions, agreements, terms and provisions herein
contained shall be binding upon, and shall inure to the benefit of, the parties
hereto and each of their respective personal representatives, successors and
assigns.
16
(b) It is the intention of the parties hereto that this Lease shall be
construed and enforced in accordance with the laws of the Commonwealth of
Virginia.
(c) No failure by Landlord to insist upon the strict performance of any
term, covenant, agreement, provision, condition or limitation of this Lease or
to exercise any right or remedy consequent upon a breach thereof, and no
acceptance by the Landlord of full or partial rent during the continuance of any
such breach, shall constitute a waiver of any such breach or of any such term,
covenant, agreement, provision, condition or limitation. No term, covenant,
agreement, provision, condition or limitation of this Lease to be kept, or
performed by Landlord or by Tenant, and no breach thereof, shall be waived,
altered or modified except by a written instrument executed by Landlord or by
Tenant, as the case may be. No waiver of any breach shall affect or alter this
Lease, but each and every term, covenant, agreement, provision, condition and
limitation of this Lease shall continue in full force and effect with respect to
any other then-existing or subsequent breach thereof.
(d) No notice, request, consent, approval, waiver or other communication
which may be or is required or permitted to be given under this Lease shall be
effective unless the same is in writing and is delivered in person or sent by
registered or certified mail, return receipt requested, first-class postage
prepaid as follows:
IF TO LANDLORD:
XXXXXX X. XXXXXX
0000 XXXXXXX XXXXX, XXXXX 0000
XXXXXXXXXXX, XX 00000
IF TO TENANT:
XXXX XXXXXX
FIELDWORKS, INC.
0000 XXXXXX XXXX XXXX
XXXX XXXXXXX, XX 00000
or any other address that may be given by one party to the other by notice
pursuant to this subsection. Such notices, if sent by registered or certified
mail, shall be deemed to have been given at the time of mailing.
(e) It is understood and agreed by and between the parties hereto that
this Lease contains the final and entire agreement between said parties, and
that they shall not be bound by any terms, statements, conditions or
representations, oral or written, express or implied, not herein contained. It
is understood and agreed, however, that the terms hereof shall be modified, if
so required, for the purpose of complying with or fulfilled the requirements of
any Mortgagee secured by a first Mortgage that may now be or hereafter become a
lien on the Building, provided, however, that such modification shall not be in
substantial derogation or diminution of
17
any of the rights of the parties hereunder, nor increase any of the obligations
or liabilities of the parties hereunder.
(f) Time is of the essence in the performance of all Tenant's obligations
under this Lease.
(g) Wherever appropriate herein, the singular includes the plural and the
plural includes the singular.
(h) This Lease has been executed in several counterparts, but all
counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Lease on the day and
year first above written.
LANDLORD:
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
XXXXXX X. XXXXXX
TENANT:
/s/ Xxxx X. Xxxxxx
----------------------------------------
XXXX X. XXXXXX
18
EXHIBIT "A"
-----------
RULES AND REGULATIONS, a part of the within lease
1. The sidewalks, entries, passages, court corridors, stairways and
elevators shall not be obstructed by any of the Tenants, their employees or
agents, or used by them for purposes other than in ingress and egress to and
from their respective suites.
2. All office furniture, safes, or other heavy articles shall be carried
up into the Premises only at such times and in such manner as shall be
prescribed by the Landlord and the Landlord shall in all cases have the right to
specify the proper weight and position of any such safe or other heavy article.
Any damage done to the building by taking in or removing any safe or from
overloading any floor in any way shall be paid by the Tenant. Defacing or
injuring in any way any part of the building by the Tenant, his agents or
employees, shall be paid for by the Tenant.
3. Tenant will refer all contractors, contractors' representatives and
installation technicians rendering any service on or to the Premises for Tenant
to landlord for Landlord's approval and supervision before performance of any
contractual service. This provision shall apply to all work performed in the
building, including installation of telephones, telegraph equipment, electrical
devices and attachments and installations of any nature affecting floors, walls,
woodwork, trim, windows, ceilings, equipment or any other physical portion of
the building.
4. No sign, advertisement or notice shall be inscribed, painted or
affixed on any part of the inside or outside of the said building unless of such
color, size and style and in such place upon or in said building as shall first
be designated by Landlord; there shall be no obligation or duty on Landlord to
allow any sign, advertisement or notice to be inscribed, painted or affixed on
any part of the inside or outside of said building. Signs on doors will be
painted for the Tenant by a sign writer approved by the Landlord, and cost of
the painting to be paid by the Tenant. A directory in a conspicuous place, with
the names of the Tenants, will be provided by landlord; and necessary revisions
in this will be made by landlord within a reasonable time after notice from the
Tenant of the error of change making the revision necessary. Landlord shall have
the right to remove all other signs without notice to Tenant at the expense of
Tenant.
5. Tenant shall have the non-exclusive use in common with the Landlord,
other tenants, their guests and invites, of the automobile parking areas,
driveways and footpaths, subject to reasonable rules and regulations for the use
thereof as prescribed from time to time by Landlord. Landlord shall have the
right to designate parking areas for the use of the building tenants and their
employees, and the tenants and their employees shall not park in parking areas
not so designated. Tenant agrees that upon written notice from Landlord, it will
furnish to Landlord, within five (5) days from receipt of such notice, the state
automobile license numbers assigned to the automobiles of the Tenant and its
employees.
19
6. The janitor of the building may at all times keep a pass key. No
additional locks or burglar alarms shall be placed upon any doors without the
written consent of the Landlord, and in any event, copies of any keys or
instructions to burglar alarms necessary for entry shall be immediately provided
to Landlord.
7. No windows or other openings that reflect or admit light into the
corridors or passageways, or to any other place in said building, shall be
covered or obstructed by any of the Tenants.
8. The water closets and other water fixtures shall not be used for any
purpose other than those for which they were constructed, and any damage
resulting to them from misuse, or the defacing, or injury of any party of the
building, shall be borne by the person who shall occasion it.
9. No person shall disturb the occupants of the building by the use of
any musical instruments, loudspeakers, the making of unseemly noises, or any
unreasonable use. No dogs or other animals or pets of any kind will be allowed
in the building.
10. No bicycles or similar vehicles will be allowed in the building.
11. Nothing shall be thrown out of the windows of the building or down the
stairways or other passages.
12. Tenant shall not be permitted to use or to keep in the building any
kerosene, camphene, burning fluid or other illuminating materials.
13. If the Tenant desires telegraphic, telephonic or other electric
connections, Landlord or its agents will direct the electricians as to where and
how the wires may be introduced, and without such direction no boring or cutting
of wires will be permitted.
14. If Tenant desires shades or awnings, they must be of such shape,
color, materials and make as shall be prescribed by landlord and any outside
awning proposed may be prohibited by Landlord.
15. All glass, locks and trimmings in or about the doors and windows and
all electric fixtures belonging to the building shall be kept whole, and
whenever broken by anyone shall be immediately replaced or repaired and put in
order by Tenant under the direction and to the satisfaction of Landlord, and
upon vacation or premises by Tenant, shall be left whole and in good repair.
20
16. Tenant shall not install or authorize the installation of any vending
machines or food preparation devices without Landlord's written approval.
Approval of a microwave oven is hereby given.
INITIALS:
LANDLORD: /s/ RCD
TENANT: /s/ GJB
21
ADDENDUM
This Addendum is attached to and made a part of that certain lease between
FIELDWORKS, INC., a Minnesota corporation, as Tenant, and PROPERTY SERVICES,
INC., as Landlord. The purpose of this Addendum is to set forth additional terms
and conditions relating to said Lease.
1. Extension Options.
-----------------
Landlord grants Tenant five successive options to extend the Term for 60
months each, subject to the following conditions:
(a) Tenant gives Landlord at least three months' written notice of
Tenant's election to extend the Term prior to the expiration of the
initial Term or applicable extended Term, as the case may be.
(b) The Base Rent for the first extended Term shall be in accordance with
Paragraph 2 of Section 3 of the Lease and each subsequent extended
Term shall equal the Base Rent for the previous year adjusted by a
percentage equal to the percentage change in the U.S. Department of
Labor Consumer Price Index for all Urban Consumers which covers the
smallest geographical area that includes the Premises and is
maintained consistently throughout such previous rental period (the
"CPI").
2. Space Build Out: Landlord will provide, at no additional cost to
FieldWorks, Inc. a complete office build-out to include new suspended
ceiling, new industrial grade carpet, one reception area, a
copy/coffee/storage/file room/kitchenette, file and supply room and closet,
all electric power wiring and receptacles (per attached drawing), all
existing air-conditioning/heating and thermostats and one-half the cost of
installation of vertical blinds not to exceed $1,000.
3. Furture improvements to the space will be done by East Coast Construction
at Tenant's expense. Tenant will pay only for the actual costs of these
improvements.
4. Phone and computer communication wiring (Category 5 shielded twisted pair
LAN cabling) shall be installed by Tenant.
5. Property taxes will be paid by Property Services. There will be no pass
through of taxes to FieldWorks, Inc.
6. This agreement shall be handled directly by and between FieldWorks, Inc.
and Property Services, Inc. There shall be no brokerage fee.
7. The entire floor will be built out to Tenant's specifications, however
Tenant does not currently have a need for the entire floor. Therefore,
three to four offices may be leased
22
individually to third-party tenants. Property Services, Inc. will manage
and administer all subletting, billing and collection. reveune for the
subletted space will be divided equally (50/50) between Tenant and Property
Services, Inc. Said monies will be paid to Tenant on a monthly basis.
8. Signs. Tenant may install one illuminated sign on the top of the north
-----
exterior side of the Building. The total surface area of the sign is not to
exceed 64 square feet. Tenant shall be responsible for all costs associated
with the sign, including permitting, installation, maintenance and
electrical installation and service.
9. Exclusive Parking. Tenant shall, without additional charge, be entitled to
-----------------
one exclusive double-wide parking space in the location shown on Exhibit D
---------
hereto. Landlord will clearly xxxx this space as being reserved for Tenant.
TENANT: FIELDWORKS, INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Its CEO
-------------------------------------
LANDLORD: PROPERTY SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
President
23
EXHIBIT "D"
EXCLUSIVE PARKING
Lower Parking Area
Augusta Drive
One exclusive FieldWorks parking space on lower parking level (covered)
Requires high overhead clearance for converted van.
24
