EXHIBIT 10.10
LEASE AGREEMENT
In this agreement of lease, made and entered into by and between
Xxxxxxx X. Xxxxx, doing business as PARKWOOD BUSINESS PROPERTIES, 000 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxx x'Xxxxx, Xxxxx 00000, hereafter called the OWNER; and
PAQUIN CONSULTING, INC., hereafter called the TENANT, agree as follows:
1. PREMISES. The OWNER agrees to lease and the TENANT agrees to accept a
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commercial space approximately 1,808 square feet in a commercial building known
as 0000 Xxxxxxxxxx Xxx, Xxxxx x'Xxxxx, Xxxxx 00000.
2. TERM and COMMENCEMENT. The term of this lease is to be three (3) years
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commencing on the first day of the month following the occupancy of the leased
space. The rent shall commence on the day of occupancy and then run for the
unexpired portion of the month plus three (3) years. Occupancy is targeted for
November 19, 1997.
3. RENT. The rent shall be payable in monthly installments in advance on the
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first day of each month in the amount of $1,140.00.
4. RELOCATION. The TENANT is moving from the 0000 Xxxxxxxxx Xxxxxxxxx
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building. Upon occupancy at 0000 Xxxxxxxxxx Xxx, XXXXXX shall have no further
obligation for its previous suite in the 0000 Xxxxxxxxx Xxxxxxxxx building,
providing rents are current and carpets are cleaned upon vacancy.
5. DEPOSIT. The TENANT agrees to deposit with the OWNER the sum of $1,140.00
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as security for the full performance of this lease. The present deposit in the
amount of $1,020.00 shall be applied to the total deposit requirement, leaving a
balance due of $120.00, to be paid upon execution of this lease. The security
deposit may be applied to any default in the rent or to any repairs, damage, key
changes, or cleaning required by TENANT'S occupancy. The remaining balance shall
be refunded promptly by the OWNER at the end of the lease term.
6. LATE CHARGES. The TENANT acknowledges that late payment by the TENANT to
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the OWNER of rent or other sum due hereunder will cause the OWNER to incur costs
not contemplated by the lease, the exact amount of which would be extremely
difficult and impractical to ascertain. Such costs include, but are not limited
to, processing and accounting charges, and late charges which may be imposed on
the OWNER by the terms of any mortgage or deed of trust covering the premises.
Therefore, in the event the TENANT should fail to pay the rent or other sum due
within ten (10) days of the date due, the TENANT shall pay the OWNER as
additional rent a late charge equal to 3% of the amount overdue. A $25.00 charge
will be paid by the TENANT to the OWNER FOR each returned check.
7. SERVICES. The OWNER shall pay the property taxes and building insurance.
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The TENANT shall pay for separately metered utilities (gas electric and
telephone) and for a pro-rata
share of 14.49% (1808/12480 = 14.49%) of all common area expenses for exterior
maintenance including, but not limited to, parking lot maintenance, building
exterior, grounds maintenance, water, irrigation water, sewer, and parking lot
lighting. All inside maintenance shall be the responsibility of the TENANT.
Major HVAC repairs (compressor failure) shall be borne by the OWNER; routine
maintenance (such as filter replacement) shall be by the TENANT.
8. BUSINESS. The TENANT shall occupy and use the premises for office use and
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for no other purpose without the written consent of the OWNER, which shall not
be unreasonably withheld. In no event will the TENANT use the premises for any
purpose which is unlawful or a nuisance.
9. SIGNS. The signing for the Prairie Commerce Park is standardized by the
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OWNER. The TENANT shall place no signs or lighting in or on the windows or
outside walls. A $50.00 one time fee may be charged for TENANT's name on an
outside directory.
10. KEYING. The OWNER will provide two (2) keys to TENANT's suite upon
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occupancy. Any additional keys shall be made at the expense of the TENANT. The
building has a master keying system and re-keying of suite doors requires prior
approval of the OWNER. Any such re-keying would then be the expense of the
TENANT.
11. RESTRICTIONS ON USE. If TENANT shall use the premises in any manner that
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will increase risks covered by insurance on the premises and result in an
increase in the rate of insurance, the TENANT shall pay any such increase.
TENANT shall not keep, use, or sell anything prohibited by any policy of fire
insurance covering the premises, and shall comply with all requirements of the
insurers applicable to the premises necessary to keep in force the fire and
liability insurance.
12. HAZARDOUS SUBSTANCES. TENANT agrees that it will keep on or around the
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leased premises for use, disposal, treatment, generation, storage or sale, any
substances designated as, or containing components designated as hazardous,
dangerous, toxic or harmful and/or which are subject to regulation as hazardous
substances by any federal, state or local law. Small quantities of some
compounds that are hazardous in large quantities may be allowable under the law.
TENANT will be fully liable to OWNER for any and all clean-up costs and other
charges imposed by any government authority with respect to TENANT's use,
disposal, treatment, generation, storage and/or sale of hazardous substances, in
or about the leased premises. TENANT shall indemnify and save OWNER harmless
from any costs incurred and/or assessed against OWNER as a result of TENANT's
use, disposal, treatment, generation, storage and/or sale of hazardous
substances.
13. MAINTENANCE. The TENANT shall keep the premises in neat and orderly
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condition. The TENANT shall not commit any waste nor allow any disfigurement to
occur to the building in any way. Repairs due to negligence of the TENANT, its
agents, employees, guests or customers shall be the responsibility of the TENANT
at no cost to the OWNER. At the end of
the term the TENANT agrees to return the premises to the OWNER in as good a
condition as they were at the beginning of the term, reasonable wear and tear
excepted. All carpet floors shall be vacuumed weekly and cleaned semi-annually
by the TENANT. Carpet protectors shall be used under all rolling chairs. Should
TENANT vacate the space for any reason, carpets shall be shampooed by TENANT
upon vacancy.
14. OUTSIDE APPEARANCE. The TENANT specifically acknowledges the emphasis on
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a clean and tidy appearance requirement for the entire PRAIRIE COMMERCE PARK
project. Consequently there shall be no outside storage for any overnight
period.
15. PETS. Pets are not permitted in or on the premises.
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16. FIXTURES. The TENANTS may not make any alterations, additions, or changes
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17. INSURANCE REQUIREMENTS.
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(a) Fire and Insurance. If the building is damaged or destroyed by fire,
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the OWNER will, within 30 days, advise the TENANT of intent to repair or rebuild
the building. Any rebuilding shall be completed within 90 days. During the
period of rebuilding the rent will be discontinued on a damaged area pro rata
basis until the damaged part is ready for reoccupancy. The term of the lease
shall be extended by the period of reconstruction. In the event the building is
not rebuilt, the lease shall terminate and any unearned rent shall be refunded.
The OWNER shall carry fire and extended coverage insurance to protect
its interest in the building but shall have no responsibility for the property
or business of the TENANT on the premises. If the TENANT desires insurance on
any interest it may have in the premises or any property located on the
premises, or business interruption insurance, it shall obtain such insurance at
the TENANT's expense.
(b) Public Liability and Personal Property Damage. TENANT shall, at
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TENANT's expense, obtain and keep in force during the term of this Lease a
policy of Comprehensive General Liability insurance utilizing an Insurance
Services Office standard form with Broad Form General Liability Endorsement
(GL0404), or equivalent, in an amount of not less than $1,000,000.00 per
occurrence of bodily injury and property damage combined or in a greater amount
as reasonably determined by OWNER and shall insure TENANT with OWNER as an
additional insured against liability arising out of the use, occupancy or
maintenance of the Premises. Compliance with the above requirement shall not,
however, limit the liability of the TENANT hereunder.
(c) Insurance Policies. TENANT shall deliver to OWNER copies of liability
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insurance policies required above, or certificates evidencing the existence and
amounts of such insurance within seven (7) days after occupancy of Premises. No
such policy shall be cancellable or subject to reduction of coverage or other
modification except after thirty (30) days prior written notice to OWNER.
TENANT shall, at lease thirty (30) days prior to the expiration of such
policies, furnish OWNER with renewals thereof.
18. WAIVER OF SUBROGATION RIGHTS. Anything in this lease agreement to the
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contrary notwithstanding, OWNER and TENANT each hereby waives any and all rights
of recovery, claim, action or cause of action, against the other, its agents,
officers, directors, shareholders or employees, for any loss or damage that may
occur to the Leased Premises, or any improvements thereto, or said Building of
which the Leased Premises are a part, or any improvements thereto, or any
personal property of such party therein, by reason of fire, the elements, or any
other cause which could be insured against under the terms of standard fire,
extended coverage and all other perils insurance policies, regardless of cause
or origin, including negligence of the other party hereto, its agents, officers
or employees, and covenants that no insurer shall hold any right of subrogation
against such other party. These subrogation rights shall not relieve either
party from acts or omissions which are intentional or are a result of gross
negligence thereof or other liability not covered by insurance.
19. DELIVERY, ACCEPTANCE AND SURRENDER OF PREMISES. The OWNER represents
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that the premises are in fit condition for use by the TENANT on the occupancy
date. The TENANT agrees to acknowledge acceptance of the space with an estoppel
letter to the OWNER upon request. TENANT shall surrender the premises at the end
of the lease term, or any renewal thereof, in the same condition as when TENANT
took possession, allowing for reasonable use and wear. Before delivery, TENANT
shall remove all business signs placed on the premises by the TENANT and restore
the portion of the premises on which they were placed to the same condition as
when received.
20. ESTOPPEL CERTIFICATE. The TENANT agrees to execute an estoppel agreement
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to any mortgagee of the OWNER certifying as to such facts specified (if true)
and agreeing to the requested notice provisions.
21. SUBORDINATION TO MORTGAGE. The TENANT agrees that this lease agreement is
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subject and subordinate to any mortgage or deed of trust which may encumber the
building. This clause is to be self-operative and no further instrument of
subordination need be required by any mortgagee. OWNER will act in good faith to
obtain a non-disturbance letter from any mortgagee.
22. HOLD HARMLESS. TENANT shall not be liable to OWNER, or to OWNER'S agents,
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servants, employees, customers or invitees for any damage to person or property
caused by any act, omission or neglect of OWNER, and OWNER agrees to hold TENANT
harmless from call
claims for such damage. OWNER shall not be liable to TENANT, or to TENANT'S
agents, servants, employees, customers, or invitees for any damage to person or
property caused by any act, omission or neglect of TENANT, and TENANT agrees to
hold OWNER harmless from all claims for any such damage.
23. ASSIGNMENT OR SUBLEASE. The TENANT shall not sub-let or assign any part
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of this lease without the written consent of the OWNER. Such consent shall not
be unreasonably withheld. Such consent is not required in the event of transfer
of ownership of the business.
24. ACCESS. The TENANT will allow the OWNER or his agents free access to the
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premises at all reasonable times.
25. DEFAULT. If the TENANT defaults in payment of rent for more than ten (10)
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days, or if the TENANT shall default in any of the covenants and conditions of
this lease for twenty (20) clays, or if any petition shall be filed by or
against TENANT to declare TENANT bankrupt or to delay, reduce or modify TENANT's
debts or obligations, this lease shall be considered in default. In the event of
such default, the OWNER shall give written notice to the TENANT and the TENANT
shall have twenty (20) days to cure such default. In the event such default is
not corrected, the OWNER may have any one or more of the following remedies in
addition to all other rights and remedies provided by law unless such default is
on covenants which cannot be corrected in 20 days but TENANT is acting in good
faith and pursues corrective action:
(a) The OWNER shall be entitled to terminate the TENANT'S rights of
possession and to repossess the leased space without any further notice, all
without terminating this lease agreement. After due process of law, the OWNER
may remove the possessions of the TENANT and store them at a place elected by
the OWNER at the expense of the TENANT. The OWNER may sell anything of value
according to the law and apply the proceeds to the lease obligation and costs of
this action.
(b) The OWNER may act as agent for the TENANT and relet the space for
the account of the TENANT for such rent and upon such terms as shall be
satisfactory to the OWNER. For the purposes of such reletting, the OWNER is
authorized to redecorate, or to make any changes to the leased space as may be
necessary or convenient. If the OWNER is unsuccessful in reletting, or if such
reletting is at a rent lower than this lease agreement, the TENANT shall be
responsible for any deficiency. In the event of reletting, the rent shall be
first applied to any legal costs of the default action, then to the cost of
reoccupying the space and storing the TENANT's goods, then to redecorating or
any changes, then to any past rent due under the lease, then any remainder shall
be held by the OWNER and applied to any future rent or deficiency as may occur
under this lease, and any remainder at the end of this term shall be paid to the
TENANT. Any deficiency from reletting shall be paid by the TENANT monthly.
(c) It is agreed that this Lease is an obligation of the TENANT for
the total value of the number of months of term times the monthly rental. The
OWNER has an obligation to try to relet the leased premises and in the event of
reletting at a rental that is less than this lease rent, the TENANT shall pay
such current damages, herein called deficiency, to the OWNER monthly on the days
on which the rent would have been payable under this lease if the TENANT were
still in possession, and the OWNER shall be entitled to recover from the TENANT
each monthly deficiency as such deficiency shall arise. At any time after
default by TENANT in failing to pay said deficiency, the OWNER shall be entitled
to recover from the TENANT, and the TENANT shall pay to the OWNER, on demand, as
and for liquidated and agreed final damages for the TENANT's default, an amount
equal to the difference between the rent for the unexpired portion of the Lease
term and the then fair and reasonable rental value of the leased property for
the same period. In the computation of such damages the difference between any
installment of rent becoming due hereunder after the date of default and the
fair and reasonable rental value of the leased property for the period for which
such installment was payable shall be discounted to the date of termination of
this lease at the rate of eight per cent per annum. If the leased property or
any part thereof is relet by the OWNER for the unexpired term of this Lease or
any part thereof before presentation of proof of such liquidated damages to the
court, the amount of rent payable under such reletting shall be deemed prima
facie to be the fair and reasonable rental value for the part or the whole of
the leased property.
26. QUIET ENJOYMENT. So long as the TENANT is not in default in the payment
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of its rent or any other obligation of this lease or in the performance of any
of the terms, covenants or conditions of the lease, TENANT's possession and
rights and privileges under the lease shall not be diminished by any mortgagee
or any successor to the OWNER's interest in the property.
27. EFFECT OF HOLDING OVER. If the TENANT should remain in the possession of
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the leased premises after the expiration of this lease term and without
executing a new lease, such holding over shall be construed as a tenancy from
month to month at a rent equal to 125% of the rent in this lease agreement
subject to all of the conditions and obligations of this lease as would apply to
month to month tenancy.
28. WAIVER. Failure of the OWNER to declare any default immediately upon
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occurrence thereof or delay in taking any action in connection therewith shall
not waive such default, but OWNERS shall have the right to declare any such
default at any time thereafter.
29. ATTORNEY'S FEES. In the event either party places the enforcement of this
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lease agreement, or any part thereof, or the collection of any rent due, or to
become due hereunder, or recovery of the possession of the leased premises in
the hands of an attorney, or files suit upon the same, the non-prevailing (or
defaulting) party shall pay other party's reasonable attorneys' fees and court
costs.
30. LIENS. The TENANT agrees to keep the premises free from all liens and
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charges for any material or service supplied at its request.
31. BINDING EFFECT. All provisions of this lease shall apply to and be binding
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on the parties hereto, their successors, heirs, executors and assigns.
32. AUTHORITY. The parties hereto warrant that they have the authority to
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commit to this agreement.
33. CONDEMNATION. In the event of any exercise of a lawful right of eminent
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domain on a portion of the leased premises, the lease premises shall be adjusted
to the remaining portion, provided it is suitable for the TENANT's purposes, and
any unearned rent shall be refunded.
34. NOTICE. All notices shall be in writing addressed to either party at the
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address shown at the beginning of this lease and shall be deemed to have been
fully given when mailed by certified or registered U.S. mail Any alternate
address must be given in writing with at least 15 days notice.
OWNER: PARKWOOD BUSINESS TENANT: PAQUIN CONSULTING,
PROPERTIES INC.
/s/ Xxxxxxx X. Xxxxx date 10/23/97 /s/ Xxxxxxx X. Xxxxxx date 10/27/97
-------------------- -------- --------------------- --------
Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
(and)
/s/ Xxxx Xxxxxx date 10/27/97
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Xxxx Xxxxxx
GUARANTEED BY: (as individuals)
/s/ Xxxxxxx X. Xxxxxx date 10/27/97
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Xxxxxxx X. Xxxxxx
(and)
/s/ Xxxx Xxxxxx date 10/27/97
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Xxxx Xxxxxx
October 23, 1997
7950 MEADOWLARK WAY
NEW SPACE FOR PAQUIN CONSULTING
Remodel scope of work
Add a two fixture toilet room
vct tile floor
PL wainscote
Sink in small cabinet
3-1/2 gal toilet - white
Sheet rock ceiling with storage above
3068 masonite door to match existing, Schlege F lever privacy 626
Add alcove for coffee bar
5' upper & lower cabinets
Compartments for small ref and microwave above
Fill in O/H door with window and wall section
Remove and store existing O/H door
Add closet with passing doors between water valves and coffee bar
Provide shelf brackets on studs with particle board shelves
Purchase and install carpet in open office area
Existing lighting and open ceiling remains the same in the open office area
No changes to HVAC except for exhaust fan in toilet room
LEASE AMENDMENT #1
The Parties: Paquin Consulting, Inc., as TENANT, 0000 Xxxxxxxxxx Xxx, Xxxxx
x'Xxxxx, XX 00000, and PARKWOOD BUSINESS PROPERTIES, 000 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxx x'Xxxxx, XX 00000, as OWNER
The Lease: The lease dated 10/27/97
The Changes: This Amendment changes the following:
The "Parties" are revised to be NETIVATION, INC., as TENANT, and
PARKWOOD BUSINESS PROPERTIES, as OWNER.
The "Premises" are revised to reflect the addition of 1,040
square feet of adjacent space which will become effective upon
completion of the remodel, targeted for June 1, 1998 (see
attached Remodel Scope of Work, Schedule, and Floor Plan). The
new total square footage will be 2,848 square feet.
The "Rent" section is revised to reflect additional monthly rent
amounts for both the Upgrade Remodel and the Expansion space as
detailed on the attached Summary dated April 30, 1998.
The Rent shall be payable in monthly installments in advance on
the first day of each month as follows:
Mo. Base Upgrade Remodel Expansion Total Monthly
Lease Period Rent Addl. Rent/Mo. Rent/Mo. Base Rent
11/19/97-3/31/98 $1140.00 $ -0- $ -0- $1140.00
4/1/98-5/31/98 $1140.00 $194.00 $ -0- $1334.00
6/1/98-12/31/2000 $1140.00 $194.00 $780.00* $2114.00
* Billing for any partial month of the expansion space will be pro-rated
and will begin upon occupancy
All other terms and conditions of the original base lease remain the same.
for the TENANT: Netivation, Inc.
/s/ Xxxxxxx X. Xxxxxx 5/4/98
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By: Xxxxxxx X. Xxxxxx Date
Its: President
(and)
/s/ Xxxx Xxxxxx 5/4/98
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By: Xxxx Xxxxxx Date
Its: Vice President, Sales
GUARANTEED BY: (as individuals)
/s/ Xxxxxxx X. Xxxxxx 5/4/98
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Xxxxxxx X. Xxxxxx Date
(and)
/s/ Xxxx Xxxxxx 5/4/98
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Xxxx Xxxxxx Date
for the OWNER: Parkwood Business Properties
/s/ Xxxxxxx X. Xxxxx 5/4/98
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Xxxxxxx X. Xxxxx Date
April 29, 1998
7950 MEADOWLARK WAY
1040 SF OF NEW SPACE FOR NETIVATION
Remodel scope of work:
Revise air conditioning
Build 3 new offices as shown on the attached Floor Plan
Add coffee bar cabinets
- include space for cube refer below and microwave above
- include 17x22 stainless steel sink
Recarpet similar to existing space. 4" rubber base
Add 2x4 acoustical tile ceiling
- 2x4 3-tube flat lens fluorescent fixtures as standard
- optional pendant luminaire upcharge
Replace windowsills
Repaint
Add 1" building standard mini blinds
Cut opening (no door required) between existing and new office spaces
Parkwood Business Properties, 000 Xxxxxxxx Xx., Xxx 000, Xxxxx x'Xxxxx, Xxxxx
00000
Voice 208:000-0000 Fax 208:000-0000
MEMO
April 30, 1998
TO: Xxxx Xxxxxx
FROM: Xxxxx Xxxxx
SUBJECT: Office space events
Here is a summary of the events in your office space growth:
0000 Xxxxxxxxxx Xxx
Main suite
initially 511 sf of finished office
1297 sf of open space
added toilet room
coffee bar
closet
carpet
Initial Rent: $1140/mo
Upgrade remodel
added acoustical ceiling
New lighting
Revise air conditioning
Conference room
Prep'd walls for wallpaper by Netivation
Blinds for all windows
Add'l rent: $194/mo
Expansion into 1040 sf next door
Revise A/C
Replace carpet
Add coffee bar
Add three offices
Acoustical ceiling
Add new lighting
Replace window xxxxx
Repaint
Add'l rent: $780/mo
Attached is scope of work for Nick, a schedule and a lease amendment. Please
sign the lease amendment and Xxxxx will pick it up. Nick is ready to begin.
MAP OF AREA
0000 Xxxxxxxxxx Xxx
Paquin Construction Remodel
1/8" - 1'-0" 10-23-97
MAP OF AREA
1040 sf remodel for Netivation PARKWOOD
0000 Xxxxxxxxxx Xxx XXXXXXXX
Xxxxx x'Xxxxx, XX 00000 PROPERTIES
April 30, 1998 Revision
NETIVATION REMODEL
0000 Xxxxxxxxxx Xxx
Xxxxx X
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XX Name Dur Start Finish Sequence April 26
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1 Netivation remodel of 1040 sF 23d 5/1/98 6/2/98
of space
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2 Review and execute lease 1d 5/1/98 5/1/98
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3 Carpet order and deliver 9d 5/4/98 5/14/98 2
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4 Install carpet and base 1d 5/15/98 5/15/98 3
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5 HVAC rough in 8d 5/598 5/15/98 2.6SF-1d
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6 Ceiling grid 2d 5/18/98 5/19/98 4
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7 Frame new walls 1d 5/20/98 5/20/98 6
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8 Cut opening between spaces 1d 5/21/98 5/21/98 7
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9 Gypd hang tape and finish 5d 5/21/98 5/27/98 7
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10 Paint 1d 5/28/98 5/28/98 9
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11 Install cabinets 1d 5/29/98 5/29/98 10
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12 Install windowsills and blinds 2d 5/29/98 6/1/98 10
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13 Trim plumbing and electrical 1d 5/29/98 5/29/98 10
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14 Clean up 1d 6/2/98 6/2/98 11,12,13
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ID May 3 May 10 May 17 May 24 May 31 June 7
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1 Review and execute lease
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2 Carpet order and deliver
Install carpet and base
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3 HVAC rough in
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4 Ceiling grid
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5 Frame new walls
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6 Cut opening between spaces
Gypd hang. tape and finish
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7 Paint
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8 Install carpet
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9 Install windowsill
and blinds
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10 Trim plumbing and
electrical
Clean Up
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11
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12
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13
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14
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