EXHIBIT 10.21
AGREEMENT AS CONDITION TO CONSENT TO SUBLET
This Agreement is made an entered into by and between Metro Center
Associates, Limited Partnership, a New Mexico limited partnership ("Lessor")
and True Vision International, Inc., a Delaware corporation ("Subtenant")
effective April 26, 1999.
RECITALS
A. Lessor is the owner of the building located on the real estate
commonly referred to as 0000 Xxxxxxxxx Xxxx. NE, Metro Centre, City of
Albuquerque, Bernalillo County, New Mexico ("Building").
X. Xxxxxx leases space in the Building to Interim HealthCare, Inc.
("Lessee") pursuant to a written lease ("Lease"), including the space
referred to as Xxxxx 000 ("Xxxxx 000").
C. Subtenant desires to sublet Suite 110 from Lessee pursuant to a
written sublease ("Sublease"). Lessee may not sublet Suite 110 to Subtenant
without the prior written consent of Lessor.
D. Subtenant already leases space within the Building under a directly
lease from Lessor ("Principal Lease").
X. Xxxxxx is willing to give its consent to Lessee to sublet Suite 110
to Subtenant upon certain conditions, one of which is that Subtenant enter
into an agreement with Lessor.
NOW, THEREFORE, in consideration of the foregoing, Lessor consenting to
Lessee subletting Suite 110 to Subtenant, and the mutual promises stated
below, Lessor and Subtenant agree as follows:
1. LIMITATION OF LIABILITY. Lessor's responsibility for liability to
Subtenant, or to Subtenant's officers, directors, shareholders, partners,
agents, contractors or invitees, arising out of or resulting from Subtenant's
occupancy of Suite 110 shall be limited as provided in the Principal Lease.
2. SUBTENANT'S INDEMNITY. Subtenant's hereby agrees to and will defend,
indemnify and hold harmless Lessor and Lessor's officers, directors,
shareholders, partners, members, agents and employees from and against all
liabilities, obligations, losses, damages, penalties, claims, actions, suits,
costs, expenses, and disbursements (including court costs and reasonable
attorneys' and/or paralegal fees) resulting from any injuries to or death of
any person or damage to any property occurring in or about the Building or
Suite 110 caused in whole or in part by Subtenant's negligence or other
tortious conduct.
3. LIMITATION REGARDING SUBLEASE. Subtenant agrees that the Sublease does
not grant to, transfer to or confer upon Subtenant any enforceable rights
against Lessor, and that by consenting
to Leasee subletting Suite 110 to Subtenant, and by executing and delivering
to Lessee any written consent to sublease, Lessor undertakes no obligations
to Subtenant. Lessor's only affirmative obligations to Subtenant arising out
of Subtenant's occupancy of Suite 110 are those expressly stated in this
Agreement.
4. NOTICES. Any notice which may be given by one party to the other party,
under this Agreement or under any statute, may and shall be given in the
manner provided in the Principal Lease.
5. FEES AND COSTS. In addition to all other relief or remedy, in any
action or proceeding to enforce this Agreement, for interpretation or
construction of this Agreement, or on account of any alleged breach of or
default under this Agreement, the prevailing party as determined by the trier
of fact shall be entitled to recover from the opposing party or parties
reasonable attorney's fees and costs incurred by the prevailing party in
connection with such action, including, but not limited, during any
investigation of a litigated matter, and on appeal thereof. Costs shall
include the cost of all depositions reasonably necessary to be taken in
connection with any proceeding, whether or not actually used in the
proceeding. The term "prevailing party" means the party that obtains
substantially the relief sought, whether by compromise, settlement or
judgment.
6. AMENDMENTS. This Agreement may be amended only by a writing executed by
both parties hereto.
7. INTERPRETATION. The captions pertaining to the sections and paragraphs
of this Agreement are for convenience only, and shall not be relied upon to
limit, augment or modify the text of any section or paragraph. Unless
otherwise provided, all words have the meaning given them in ordinary and
customary English usage. The parties have agreed to the particular language
of this Agreement. Any question of doubtful interpretation shall not be
resolved by any rule providing for interpretation against the party who
causes the uncertainty to exist or against the draftsman. All pronouns used
in this Agreement shall be read to include all genders as the context
requires.
8. LIMITATION ON INDEMNITY. Notwithstanding anything to the contrary
contained in this Agreement, any indemnitor's obligation to indemnify shall
not extend to liability, claims, damages, losses or expenses, including
attorney fees, arising out of:
a. the preparation or approval of maps, drawing, opinions, reports,
surveys, change orders, designs or specifications by the indemnitee, or
agents or employees of the indemnitee; or
b. the giving of or the failure to give directions or instructions by
the indemnitee, or the agents or employees of the indemnitee, where such
giving or failure to give directions or instructions is the primary cause of
bodily injury to persons or damage to property.
9. SURVIVAL. All of the agreements, covenants, representations,
indemnities, obligations and liabilities made or undertaken by a party to
this Agreement shall continue, shall survive the execution and delivery of
the Sublease and Lessor's written Consent to Lessee subletting Suite 110
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10. SEPARABILITY. If any provision of this Agreement, or any application
thereof, shall be declared invalid or unenforceable by any court of competent
jurisdiction, the remainder of this Agreement, and any other application of
such provision, shall continue in full force and effect.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
Lessor and Subtenant. All prior discussions, negotiations, and agreements
between Lessor and Subtenant are merged into this Agreement.
IN WITNESS WHEREOF, Lessor and Subtenant have executed this Agreement as
of the date and year first written above.
Metro Center Associates, Limited Partnership,
a New Mexico limited partnership
By: BGK Asset Management Corp., its limited agent
By:
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X.X. Xxxxx, President
True Vision International, Inc.,
a Delaware corporation
By: /s/ [Illegible]
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Name:
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Title:
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