EXHIBIT 10.40
COMMERCIAL LEASE AGREEMENT
THE STATE OF TEXAS (S)
(S) KNOW ALL MEN BY THESE PRESENTS
COUNTY OF XXXXXX (S)
In consideration of the rent hereinafter stipulated and agreed to be paid
by Tenant to Landlord, and of the terms, covenants, and conditions herein
contained and on the part of the Tenant to be kept, observed and performed, the
Landlord has LEASED, LET AND DEMISED, and by these presents does hereby LEASE,
LET AND DEMISE unto the Tenant the following described premises for the period
of time, subject to and upon the terms, covenants and conditions herein set
forth, to-wit:
1.
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BASIC TERMS
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1.01. Date of Lease: February 9, 1998
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1.02. Landlord: IVEST, INC.
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Address of Landlord: X.X. Xxx 000000
Xxxxxxx, Xxxxx 00000-0000
1.03. Tenant: XXXXXXXXXXXX AUDIO/VISUAL SOLUTIONS
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Address of Tenant: 0000 Xxxxx Xxxxx
------------------ Xxxxxx, Xxxxx 00000
1.04. Manager: GUARDIAN MANAGEMENT CO.
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Address of Manager: P.0. Box 691784
------------------- Xxxxxxx, Xxxxx 00000-0000
1.05. Commencement Date: March 1, 1998
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In the event the Leased Premises are not ready for occupancy by Tenant on
the Commencement Date, because Tenant's leasehold improvements are not
substantially complete, or, for any other reason, the obligations of Landlord
and Tenant shall nevertheless continue in full force and effect, but if the
Leased Premises are not ready for occupancy for reasons other than (a) any delay
in the completion of Tenant's Plans (as hereinafter defined) beyond March 1,
1998, due to Tenants failure to work and cooperate with Landlord in connection
therewith, or (b) any delay in the installation of Tenant's leasehold
improvements due to any change in or addition to the work called for by Tenants
Plans as ordered by Tenant, then the Base Rental provide in Section 1.12 (a)
hereof, shall xxxxx and not commence until the date the leasehold improvements
to the leased Premises are substantially complete; such abatement of Base Rental
shall constitute
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full settlement of all claims that Tenant may otherwise have against Landlord by
reason of the Leased Premises not being ready for occupancy by Tenant on the
Commencement Date, the Term shall be extended by the period of time which
elapses between the Commencement Date and the date that the Leased Premises are
ready for occupancy by Tenant and the parties agree to execute an agreement
between them confirming any such extension of the Term.
1.06. Expiration Date: August 31, 1999
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1.07. Leased Premises: The subject of this Lease Agreement is a portion
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of the commercial warehouse(s) located in Xxxxxx County, Texas, on real
estate which is legally defined in Exhibit "A" and attached hereto and
incorporated herein by reference. This entire tract described in Exhibit "A",
together with improvements (hereinafter referred to as the "Development
Complex") and such leased portion being approximately 1,685 square feet of such
warehouse space is more commonly referred to as 0000 Xxxxx Xxxx, Xxxxx X0,
Xxxxxxx, Xxxxx, 00000 (hereinafter referred to as the "Leased Premises" and/or
"Premises"), and is more particularly described and attached hereto as Exhibit
"A-1" and incorporated herein by reference.
1.08. Lease Term: Subject to and upon the terms and conditions set
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forth herein, or in any exhibit hereto, this Lease shall continue in full
force and effect for a term of 18 months (hereinafter referred to as the
"Term").
1.09. Permitted Use: Office and warehouse for Xxxxxxxxxxxx Audio/Visual
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Solutions and for no other purpose.
1.10. Tenant's Guarantor: The Guarantor of Tenant's obligations under
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this Lease is Xxxxxxxxxxxx Audio/Visual Solutions, and such Guarantors
obligations are governed by that certain Guaranty, attached hereto as Page 20 of
the lease.
1.11. Initial Security Deposit: Landlord hereby acknowledges that a
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security deposit in the amount of $575.00 was received by Guardian Management
Co. of Houston in accordance with the Lease Agreement entered into on
____________________ 1998.
1.12. Rent and Other Charges Payable by Tenant: Tenant covenants and
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agrees to pay to Landlord as rent and common area maintenance (CAM) for the
Leased Premises, a monthly payment in the amount of $575.00.
(a) BASE RENT: $558.15 per month as provided in Section 2 below. The
prorated rent from date of entry on February , 1998, is ______________.
(b) OTHER PERIODIC PAYMENTS: When and as billed by Landlord;
(i) Real Property Taxes above the "Base Real Property Taxes"; (ii) Utilities;
(iii) Increased Insurance Premiums above "Base Premiums"; (iv) Common Area
Charge of $16.85 per month; (v) Maintenance, Repairs and Alterations.
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1.13. Service Charges:
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(a) Late Payment Charge: An amount equal to the greater of $50.00 or
ten percent (10%) of any installment of Base Rent and other charges past due for
more than five days.
(b) Returned Checks: $50.00 for each returned check.
1.14. Parking Spaces: Allocated to Tenant: Only those spaces located
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in front of tenant's Unit.
1.15. Costs and Charges Payable by Landlord:
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(a) Base Real Property Taxes; and
(b) Base Insurance Premiums.
2.
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RENT
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Tenant, in consideration for this Lease, agrees to pay to landlord the Base
Rent in monthly installments in the amount stated in Section 1.12(a) above,
payable at Landlord's address herein provided in legal tender of the United
States of America, without notice, demand, counterclaim, set-off or abatement in
advance on the first day of each calendar month throughout the Lease Term. The
first such monthly installment shall be due and payable on the date of execution
of this Lease by Tenant and subsequent installments shall be due and payable on
or before the first day of each succeeding calendar month during the Lease Term.
The term "rent" shall mean any sum required to be paid by Tenant to Landlord
under this Lease including without limitation, the specified minimum monthly
rent, additional rent, adjustments to rent, fixed rent increases, impounds, or
reimbursements to Landlord relating to taxes, insurance and/or common area
maintenance costs, if any, attorney's fees, interest or any past due amounts,
late fees (regardless of how such are designated) and any sums due to Landlord.
If any part of the rent remains due and payable for a term of five (5) days
after the first of each calendar month, Landlord shall have the option of
declaring the balance of the entire rent for the full rental term of this Lease
Agreement to be immediately due and payable.
3.
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SECURITY DEPOSIT
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Tenant shall deposit with Landlord upon execution of the Lease Agreement
hereof, a security deposit in the amount set forth in Section 1.11 above, for
full and timely performance by Tenant of all respective obligations, covenants
and conditions of Tenant as specified under this Lease Agreement. If Tenant
defaults in the performance of its obligations, covenants and conditions under
the Lease Agreement, Landlord may use the security deposit, or any portion of
it, to cure default or to compensate Landlord for all damage sustained by
Landlord resulting from
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Tenant's default. If any portion of the security deposit is so used, Tenant
shall deposit cash with landlord in an amount sufficient to restore the security
deposit to the full amount within five (5) days after Landlord has demanded such
replenishment. At least ninety (90) days written notice of intent to vacate must
be given to Landlord prior to move-out at the end of the above lease term or
extension period. If Tenant is not in default at the expiration or termination
of this Lease Agreement, Landlord shall return the security deposit to Tenant
within thirty (30) days after expiration or termination of this Lease Agreement
subject to the conditions that Tenant has surrendered possession of the Premises
to Landlord free of any subtenants or other persons claiming possession or right
to occupy the Premises and Tenant has performed all of its obligations under
this Lease Agreement. Landlord will commingle the security deposit with
Landlord's general and other funds and shall not be required to pay interest on
the security deposit. No trust relationship is created herein between Landlord
and Tenant with respect to the security deposit The use of the security deposit
by Landlord in the manner stated above shall not limit or restrict Landlord from
exercising any other rights or remedies provided to Landlord under this Lease
Agreement or under law or in equity if Tenant defaults. If Landlord sells or
otherwise transfers the premises or any interest in this Lease, Landlord may
assign the security deposit to the purchaser or other transferee thereof and
Landlord shall no longer be liable to Tenant and Tenant shall look solely to
such purchaser or other transferee for the return of the security deposit.
Tenant shall not assign or encumber its contingent rights to the return of the
security deposit.
4.
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COMMON AREA AND OCCUPANCY COSTS
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The term "common areas" means the parking areas, roadways, pedestrian
sidewalks, driveways, sidewalks, mail, whether open or closed, delivery areas,
trash removal areas, landscaped areas, security areas, public washrooms, and all
other areas or improvements that may be provided by landlord for the common use
of the tenants in the Development Complex.
Landlord reserves the following rights with respect to the common areas:
(a) To establish reasonable rules and regulations for the use of the common
areas (including without limitation the delivery of goods and the disposal of
trash);
(b) To use or permit the use of such common areas by others to whom
landlord may grant or may have granted such rights in such manner as Landlord
may from time to time designate;
(c) To close all or any portion of the common areas to make repairs or
changes, to prevent a dedication of the common areas or the accrual of any
rights to any person or the public, or to discourage noncustomer use or parking;
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(d) To construct additional buildings in the common areas and to change the
layout of such common areas, including the right to add to or subtract from
their shape and size, whether by the addition of building improvements or
otherwise;
(e) To enter into operating agreements with respect to the common areas;
and
(f) To do such other acts in and to the common areas as in Landlord's
judgment may be desirable.
Landlord grants Tenant and Tenant's customers and invitees the non-
exclusive right to use the common areas, in common with others to whom the
Landlord has granted or will grant a similar right.
Tenant will pay Landlord as a common area charge Tenant's proportionate
share of all costs paid or incurred by Landlord in operating and maintaining the
common areas, including without limitation: cleaning, window washing,
landscaping, lighting, heating, air conditioning, maintaining, painting,
repairing, and replacing (except to the extent proceeds of insurance or
condemnation awards are available) the enclosed malls and other enclosed common
areas; maintaining, repairing, replacing cleaning, lighting, removing snow and
ice from, painting, and landscaping all vehicle parking areas and other outdoor
common areas, including any shopping center pylon and sign; providing security;
seasonal holiday decorations; removing trash from the common areas; providing
public liability, property damage, fire, and extended coverage and such other
insurance as Landlord deems appropriate; total compensation and benefits
(including premiums for workmen's compensation and other insurance) paid to or
on behalf of employees; personal property taxes; supplies; fire protection and
fire hydrant charges; steam, water, and sewer charges; gas, electricity, and
telephone utility charges; licenses and permit fees; supplying music to the
common areas; and rent paid for leasing equipment used in operating and
maintaining the common areas; cost not to exceed $16.85 per month for the term
of the lease.
Tenant's common area charge will be determined by multiplying the total
cost incurred by Landlord by a fraction, the numerator of which is the number of
square feet of floor area within the premises and the denominator of which is
the total number of square feet of floor area leased within all the buildings in
the Development Complex in the amount set forth in Section 1.12 (b)(iv) of this
lease.
5.
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TAXES
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Landlord shall pay the "Base Real Property Taxes" on the Premises during
the lease term. Tenant shall reimburse Landlord Tenant's proportionate share of
the amount of increases in taxes for the Premises in the manner as specified for
any calendar year during the Lease term if the taxes are greater than the amount
of taxes for the Base Year. Base Real Property Taxes are real property taxes
applicable to the Premises as shown on the tax xxxx for the most recent tax
fiscal
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year ending the year of the execution of this lease. Tenant shall pay the costs
of taxes to Landlord as further rent for the use and occupancy of the Premises
at the times, to the extent and in the manner as specified in Section 1.12
(b)(1). Tenant's proportionate share of increases in taxes equals the ratio
which the area of the Premises bears to total area of the building(s) located
Within the complex and/or project which are included in the same tax parcel
within which the Premises is located for which tax parcel a separate assessment
is made and tax xxxx is issued by the applicable taxing authority. All
determinations of "Tenant's proportionate share" as used herein shall be made by
Landlord and shall be conclusive and binding on the parties hereto.
As defined herein, "taxes" shall mean any form of tax, assessment, excise,
license fee, sales tax, use tax, business tax, rental tax, ad valorem (real or
personal property) tax, improvement bond, levy, lien, charge or penalty (Whether
general, special, ordinary or extraordinary, foreseen or unforeseen) imposed or
assessed by any authority having the direct or indirect power to tax (including
any city, county, state or federal government, or any school, agricultural,
lighting, drainage, sewage, irrigation or other improvement or other appraisal,
utility special or similar district) against or in respect of or which may be or
become a lien or charge upon (a) any legal or equitable interest of Landlord in
the Leased Premises or in the real property of which the Leased Premises is a
part, or (b) Landlord's rights to or receipt of rent or other income from the
Leased Premises or by Landlord's business of leasing the Leased Premises, the
parking facilities, or other appurtenances or facility located on or within the
Premises. "Taxes" shall also mean any tax imposed in substitution, partially or
totally, of or for any tax previously included in the definition of taxes herein
above stated. "Taxes" shall also mean any tax imposed or added to real property
taxes as a result of reassessment upon a transfer or lease of all or part of
Landlord's interest in the Premises or the real property of which the Premises
is a part. Landlord and Tenant intend that all taxes of any kind or character
now existing or subsequently enacted relating to or concerning the Premises or
any part thereof, including without limitation, a reassessment of the value
thereof, the lease of the Premises by Tenant shall be included with the term
"taxes". "Taxes shall not include Landlord's personal income, franchise,
inheritance or estate taxes.
6.
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PROPERTY INSURANCE
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At all times during the Lease Term, Tenant shall maintain in full force and
effect his own insurance coverage on any of its property that may be located on
the demised premises, and it is further agreed that LANDLORD SHALL IN NO WAY BE
LIABLE FOR DAMAGE TO TENANT'S PERSONAL PROPERTY, ALTERATIONS OR IMPROVEMENTS
WHATSOEVER, BY REASON OR LOSS DAMAGES BY ANY CAUSE WHATSOEVER OR ANY
CONSEQUENTIAL DAMAGES SUFFERED BY TENANT. Tenant's property shall not be
covered by any insurance maintained by Landlord.
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7.
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LIABILITY INSURANCE
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At all times during the Lease Term, Tenant shall maintain in full force and
effect comprehensive liability insurance as may be generally available from
insurance companies of that type, in the form as approved by Landlord insuring
Landlord and Tenant against any liability arising out of the use, occupancy, or
maintenance of the Premises or other areas appurtenant thereto in a amount of
not less than $1,000,000.00 with such policy showing Landlord and GUARDIAN
MANAGEMENT CO. as additional insureds. The term of such insurance policy may be
for such period as shall be designated by Tenant provided, however, that within
thirty (30) days prior to the expiration of such policy, Tenant shall procure
another policy of said insurance so that, throughout the entire Lease Term
Landlord and Landlord's managing agent shall always be additional insureds under
policies with insurance coverage of that so specified. The policy limits shall
never be decreased, but shall be reasonably increased in accordance with
increases, if any, necessary to maintain policy limits from time to time
customary and usual for premises of the similar type, size and use as the
Premises in the city and county where the Premises is located. Increases in the
policy limits shall not be required more frequently than once a year. Tenant's
Property shall not be covered by any insurance maintained by Landlord.
Each party hereby releases the other for any liability or damages incurred
to the extent such liability or damage is covered by insurance procured by such
releasing party. Each party shall have included within any insurance maintained
by such party, a waiver of subrogation rights as to such other party as well as
to GUARDIAN MANAGEMENT CO.
8.
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UTILITIES
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Tenant shall make all arrangements and pay for all utilities and services
furnished to or used by it, including, without limitation, gas, electricity,
water, telephone service, sewage service, pest control, cleaning, trash
collection for all connection charges, initial deposits or other fees therefor.
Landlord shall have the option of requiring Tenant to install its own meter(s),
at Tenant's expense. Otherwise, Tenant shall pay its pro rata share of
utilities or services which are jointly metered or furnished based upon the
square footage of the building(s) within the Development Complex being serviced
as solely determined by Landlord. Landlord shall not be liable or responsible
for damages or losses incurred by Tenant for the failure of Landlord to furnish
any service or utility to the Tenant or otherwise for any failure or
interruption of any utility services and Tenant shall not be entitled to
terminate this Lease Agreement or xxxxx any portion of the rent due under the
Lease as a result of such failure or interruption, as long as Landlord does not
maliciously or in bad faith cause such interruption of services. Furthermore,
at the termination of this Lease Agreement, Tenant shall be responsible for the
closing out of Tenant's accounts with the various utility companies for the
services supplied to the Premises, and shall be solely responsible for the
payment of said accounts. Upon vacating the Premises,
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Tenant shall leave the electrical, water and sewage equipment in place and
intact. Tenant will also procure, or cause to be procured, without cost to
Landlord, any and all necessary permits, licenses, or other authorizations
required for the lawful and proper installation and maintenance upon Premises of
wired, pipes, conduits, tubes, and other equipment and appliances for use in
supplying an such service to and upon the Premises. Landlord, upon request of
Tenant, and at the sole expense and liability of Tenant, will join with Tenant
in any application required for obtaining or continuing any such services. Any
improvements and additions to the electrical and/or plumbing services to the
Premises made during the Lease, whether by Tenant or anyone else, shall become
part of the Premises and remain with the Premises upon Tenant vacating the
Premises.
9.
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USE OF PREMISES
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Tenant shall use the Premises only in a lawful manner in which does not
constitute nuisance or disturbance to any other tenants of Landlord in their
occupancy or use of their lease spaces. The taking of possession of the Leased
Premises by Tenant shall conclusively establish that the Leased Premises were,
at such time, in satisfactory condition and free from defect. Tenant shall not
commit, or permit to be committed, any waste upon the Leased Premises, or any
other act in violation of public policy. Further, Tenant shall not commit, or
suffer to be committed, anything which would subject Landlord to responsibility
or liability for injury or damage to any person or property or which would
invalidate or increase the cost of any insurance coverage described in this
Lease Agreement. Tenant shall comply with all rules, regulations, orders
requirements of Landlord's then current insurance carrier(s) with respect to the
use of the Leased Premises, and for maintaining reasonable insurance coverage of
the types specified in this Lease. Tenant shall not do or permit anything to be
done in, or about the Leased Premises or the Development Complex which will in
any way, obstruct or interfere with the rights of other tenants or occupants of
the complex and/or project, or injury, or annoy them, or use or allow the Leased
Premises to be used for any improper, immoral, unlawful or objectionable
purpose.
Tenant agrees to comply with all rules and regulations that Landlord may
adopt from time to time for the operation, protection, and welfare of the
Development Complex, its occupants and visitors. The present rules and
regulations are as Exhibit "B". Any future rules and regulations shall become a
part of this Lease Agreement upon delivery of a copy to Tenant in accordance
with notice provisions of this Lease Agreement. Landlord will not be
responsible to Tenant for the nonperformance of any such rules and regulations
to any other Tenant or occupant of the Development Complex. Tenant shall not
store or permit to be stored on the Leased Premises, other than within the
building which is the principal building located on the Leased Premises in the
case of a free-standing building or within the Leased Premises in the case where
the Leased Premises is a part of a multi-tenant structure, any goods, machinery,
merchandise, equipment or other property or materials unless such exterior
storage is
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specifically provided for by rider, addendum or other amendment to this Lease
and only if such exterior storage is permitted by law, ordinance, rule or
regulation of all applicable governing authorities having jurisdiction over the
Premises.
10.
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CONDITION OF THE PREMISES
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Tenant acknowledges that neither Landlord nor its agents have made any
promise to repair, alter, remodel or improve the Premises or the building or any
other improvement thereon, except as expressly provided in a written rider,
addendum or amendment to this Lease. Tenant acknowledges neither Landlord nor
its agents have made any representation or warranty with respect to the
condition of the Leased Premises or the building or any other improvement
thereon. Tenant's taking possession of the premises shall conclusively
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establish that the Premises and the building and other improvements located
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thereon were, at such time, taken by Tenant "as is" and "with all faults" and
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Tenant hereby waives any claims which may hereinafter arise against Landlord
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resulting from the condition of the Premises or any improvement thereon. Except
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as otherwise provided in this Lease, Tenant shall only maintain on the Premises
such furniture, furnishings, equipment and other property as may be required to
use the Premises for the purposes described herein above. LANDLORD AND TENANT
EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OR
MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
ANY OTHER SIMILAR WARRANTY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE
PERFORMANCE OF ANY PARTY TO THIS LEASE, THE LEASED PREMISES, OR ANY AGREEMENT
INCIDENT HERETO, SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED BY LANDLORD, AND
TENANT DOES HEREBY RELEASE, DISCHARGE AND HOLD HARMLESS LANDLORD IN CONNECTION
WITH ANY CLAIM, DEMAND OR EXPENSE ARISING OUT OF OR BY VIRTUE THEREOF.
11.
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MAINTENANCE
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11.01. Landlord's Obligations.
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(i) Landlord shall, at its sole expense, maintain the structural soundness
of the roof, of the exterior walls and of the foundation of the Premises,
reasonable wear and tear and events covered by the destruction provisions hereof
excepted. The phrase "exterior walls" shall not include windows or glass or
plate glass, doors, window mullions or gaskets, or signs; the phrase "reasonable
wear and tear" shall include minor cracking in the walls or foundation caused by
the elements, or otherwise, which affects neither the structural integrity nor
safety of the Premises. Landlord shall not be responsible for the following:
(a) damage to the roof, exterior walls, and/or foundation resulting from the
negligent act or acts, or omissions of Tenant, or Tenants employees,
contractors, agents, vendors material men, suppliers, customers, invitees or
concessionaires; and (b) the upkeep or repair of any air condition, heating
ventilation or refrigeration systems used or required for the Premises.
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(ii) Subject to the Common Area Maintenance provisions Sections 3 and 4
(ii) hereof, Landlord shall also maintain all landscaping, exterior lighting,
site concrete and paving including driveway and parking area surfaces (subject,
however, to the limitations of Section B hereof), pedestrian walks and other
common areas.
11.02. Tenant's Obligations. Tenant, at Tenant's sole cost and expense,
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shall maintain and repair all other parts of the Premises, including but
not limited to, the following items: All glass, including windows of glass
or plate glass, window mullions and gaskets; doors and attached hardware;
special store fronts; interior walls, cabinets, millwork, paneling and other
finish work; floors and floor coverings; heating, ventilation, refrigeration and
air conditioning systems and related mechanical equipment; dock boards, dock
levelers, and/or dock bumpers; overhead truck doors; down spouts of roof gutters
attached to exterior of Premises for damage caused by Tenant's operation;
plumbing fixtures and sanitary sewers between Tenant's plumbing fixtures and the
main project sanitary sewers; electrical facilities and electrical fixtures; and
all other fixtures and trade fixtures. It is specifically agreed by Tenant that
cleaning or policing of the driveway area immediately adjoining the dock area of
the Premises shall be the responsibility of the Tenant. Tenant shall also be
responsible for the cleaning and sweeping of Tenant's parking spaces as
designated by Landlord pursuant to the terms of Exhibit B, Number 11. Tenant
shall be responsible for disposal of its trash from the Project and will
maintain adequate receptacles for such disposal, the design, placement, and
capacity of such receptacles to be approved by Landlord. Outdoor storage of
trash or any other material in receptacles or containers not approved by
Landlord is strictly prohibited.
Replacement and repair parts, material, equipment shall be of quality
equivalent to those initially installed within the Premises; repair and
maintenance work shall be done in accordance with the then existing federal,
state and local laws, regulations and ordinances pertaining thereto.
11.03. Surrender of Possession. Upon any termination of this Lease, tenant
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shall surrender the Premises in a condition and repair similar to their original
condition and repair, reasonable wear and tear and events of destruction
excepted, and shall surrender all keys for the Premises to the Landlord at the
place then fixed for the payment of rent.
12.
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DELAY IN POSSESSION
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Notwithstanding said Commencement Date, if for any reason Landlord cannot
deliver possession of the Premises to Tenant on said date, Landlord shall not be
subject to any liability therefore, nor shall such failure effect the validity
of this Lease or the obligations of Tenant hereunder or extend the term hereof,
but in such case, Tenant shall not be obligated to pay rent until possession of
the Premises is tendered to Tenant; provided, however, that if Landlord shall
not have delivered possession of the Premises within forty-five (45) days from
said Commencement Date, either party may, by written notice to the other, within
ten (10) days thereafter, cancel this Lease, in which event the parties shall be
discharged; provided that if such
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written notice of Tenant is not received by Landlord within said ten (10) day
period, Tenants right to cancel this Lease hereunder shall terminate and be of
no further force or effect.
13.
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EARLY POSSESSION
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If Tenant occupies the Premises prior to said Commencement Date, such
occupancy shall be subject to all provisions hereof, such occupancy shall not
advance the termination date, and Tenant shall pay rent for such period at the
initial monthly rates set forth in Section 1. 12.
14.
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FORM OF PAYMENT
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All payments to Landlord shall be in the United States Funds with any
checks being drawn on depositories located within the United States. Landlord
shall have the right at any time upon written notification by Landlord to Tenant
to require all payments by Tenant to Landlord to be made in the form of cash,
cashier check/or money order.
15.
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COMPLIANCE WITH ORDINANCES, ETC.
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Tenant agrees to promptly comply with all ordinances, regulations, and laws
of the United States, the State of Texas, Xxxxxx County, City and other
governmental agencies, boards or departments applicable to Tenant's use of the
Premises and all ordinances or orders imposed by the Board of Health, Sanitation
and Police or Fire Department for the correction, prevention and abatement of
nuisances in or upon or connected with the activities conducted by the Tenant in
or upon the Premises during the term of this Lease and at all times while Tenant
is in possession of the Premises.
16.
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ASSIGNMENT, SUB-LETTING PROHIBITED
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Tenant shall not assign this Lease Agreement, nor sublet the whole or any
part of the Leased Premises, or transfer any interest herein created without the
written consent of the Landlord first obtained, which may be unilaterally
withheld in Landlord's sole discretion.
17.
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LANDLORD'S RIGHTS
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Landlord, his agents, servants, employees, contractors or assigns, shall
have the right at all reasonable times and hours to enter into and go upon the
Premises to: inspect the same; exhibit the same to prospective purchasers,
lenders or tenants; determine whether Tenant is complying with all of its
obligations under this Lease Agreement; to post customary "For Sale",
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"For Lease" and any similar type of sign; post notices of non responsibility;
and make repairs or improvements in or to the Premises or building as Landlord
deems necessary or proper, provided, however, that Landlord shall exercise any
such rights so as to cause as little interference to Tenant as is reasonably
possible. Tenant hereby waives any claim for damages for any injury or
inconvenience to, or interference with Tenants business, any loss of occupancy
or quiet enjoyment of the Premises or any other loss occasioned by such entry.
Landlord may have and retain a key with which to unlock all of the doors in, on
or about the Premises (excluding Tenants vaults, safes and similar areas
designated by Tenant in writing in advance), and Landlord shall have the right
to use any and all means by which Landlord may deem proper to open such doors to
obtain entry to the Premises, and any entry to the Premises obtained by Landlord
by any such means, or otherwise, shall not under any circumstances be deemed or
construed to be a forcible or unlawful entry into or a detainer of the Premises
or any eviction, actual or constructive, of Tenant from any part of the
Premises.
18.
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SALE BY LANDLORD
----------------
Landlord shall have the right to sell, transfer, or assign its interest
hereunder or any part thereof without the prior consent of Tenant. After such
sale, transfer, or assignment, Tenant shall attorn to such purchaser,
transferee, or assignee, and Landlord shall be released of all obligations
hereunder after the effective date of such sale, transfer, or assignment.
19.
---
ESTOPPEL CERTIFICATES
---------------------
Tenant agrees within fifteen (15) days following request by Landlord to
execute and deliver to Landlord any documents (including an estoppel
certificate) (a) certifying that this Lease is unmodified and in full force and
effect, or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect and the date to
which the rent and other charges are paid in advance, if any, and (b)
acknowledging that there are no, to Tenant's knowledge, accrued defaults on the
part of the Landlord hereunder, or so specifying such defaults, if any, are
claimed, evidencing the status of the Lease as may be required either by a
lender making a loan to Landlord to be secured by a deed of trust of mortgage
covering the premises or a purchaser of the Premises from Landlord, and (c) to
deliver to Landlord current financial statements of Tenant (with an opinion by a
certified public accountant, if available), including a balance sheet and a
profit and loss statement for at least two (2) years, all prepared in accordance
with generally accepted accounting principles consistently applied. Tenant's
failure to deliver an estoppel certificate within such time shall be conclusive
upon Tenant (i) that this Lease is in full force and effect,, without
modification except as may be represented by Landlord, (ii) that to Tenant's
knowledge, there are no uncured defaults in Landlord's performance, and (iii)
that no rent has been paid in advance except as set forth in this lease.
12
20.
---
ATTORNEYS' FEES
---------------
In the event Tenant shall default under the terms of the Lease Agreement,
and shall remain in default for a period of five (5) days after the date due,
and such rent or other sum of money is placed in the hands of an attorney for
collection is collected through suits, bankruptcy or other judicial proceeding,
then Tenant agrees to pay to Landlord all reasonable attorney's fees and costs
incurred by Landlord due to such nonpayment in a sum not less than fifteen
percent (15%) of the amount of rent or other sums of money then owed by Tenant
to Landlord as attorney's fees. The mere placing of any past due rents or other
past due sums of money in the hands of an attorney for collection, shall
obligate the Tenant to pay such attorney's fees, and it shall not be necessary
that same be collected through any suit or other judicial proceedings. Should
Tenant remain in possession of the Premises past the term of this Lease after
request to vacate by Landlord, Tenant agrees to pay Landlord's reasonable
attorney's fees.
21.
---
DEFAULTS AND REMEDIES
---------------------
21.01 Events of Default:
-----------------
The occurrence of any of the following shall constitute a material
default and breach of this Lease of Tenant.
(i) Failure to pay rent as such term is defined in Paragraph 2 when
due.
(ii) Abandonment and vacation of the Premises. Failure to occupy and
operate Tenant's business at the Premises for ten (10) consecutive days and/or
for a sufficient period of time as determined by Landlord shall be deemed an
abandonment and vacation of the Premises.
(iii) Failure to perform any other provisions of this Lease if the
failure to perform is not cured within (10) days after written notice has been
given to Tenant If the default cannot reasonably be cured within ten (10) days,
Tenant shall not be in default of the Lease if Tenant commences to cure the
default within the ten (10) day period and diligently and in good faith
continues to cure the default to completion.
(iv) The making by Tenant of any general assignment for the benefit of
creditors, the filing by or against Tenant of a petition under any federal or
state bankruptcy or insolvency laws (unless, in the case of petition filed
against Tenant, the same is dismissed within thirty (30) days after filing); the
appointment of a Trustee or Receiver to take possession or substantially all of
Tenant's assets at the Premises or Tenant's interest in this Lease or the
Premises , when possession is not restored to Tenant within thirty (30) days; or
the attachment, execution or other seizure of substantially all of Tenant's
assets located at the Premises or Tenants interest in this Lease or the
Premises, if such seizure is not discharged within thirty (30) days.
13
21.02. Notices:
-------
Notices given under this Paragraph shall specify the alleged default and
shall demand that Tenant perform the provisions of this Lease or pay the rent
that is in arrears, as the case may be, within the applicable time period, or
quit the Premises. No such notice shall be deemed a forfeiture or a termination
of this Lease unless Landlord so elects in the notice.
Any notice, request, approval, consent or other communication required
or contemplated by this Lease must be in writing, and may, unless otherwise in
this Lease expressly provided, be given or served by depositing the same in the
United States Postal Service, post-paid and certified and addressed to the party
to be notified, with return receipt requested, or by delivering the same in
person to such party (or, in the case of a corporate party, to an officer of
such party), or by prepaid telegram, when appropriate, addressed to the party to
be notified.
21.03. Landlord's Remedies:
-------------------
Landlord shall have the following remedies if Tenant commits a default.
These remedies are not exclusive; however, they are cumulative and in addition
to any remedies now or later allowed by law or in equity.
(i) Landlord's Election to continue the Lease, in Full Force and Effect:
Landlord can continue this Lease in full force and effect, and the Lease will
continue in effect, and Landlord shall have the right to collect rent when due.
During the period Tenant is in default, Landlord can enter the Premises and
relet it, or any part of it, to third parties for Tenant's account. Tenant shall
be liable immediately to Landlord for all costs Landlord incurs in reletting the
Premises, including without limitation, brokers' commissions, expenses of
remodeling the Premises required by the reletting, and the costs. Reletting can
be for a period shorter or longer than the remaining term of this Lease. Tenant
shall pay Landlord the rent due under this Lease on the dates the rent is due,
less the rent Landlord receives from any reletting. No act by Landlord allowed
by this Paragraph, subparagraph C(i) shall terminate this Lease unless Landlord
notifies Tenant in writing that Landlord elects to terminate this Lease. If
Landlord elects to relet the Premises as provided in this Paragraph,
subparagraph C(i), rent that Landlord receives from reletting shall be applied
in the following order of priority: (a) to any indebtedness from Tenant to
Landlord other than rent due from Tenant; (b) to all costs, including those for
maintenance, incurred by Landlord in reletting; and (c) to rent due and unpaid
under this Lease. After deducting the payments referred to in this Paragraph,
subparagraph C(i) any sum remaining from the rent Landlord receives from
reletting shall be held by Landlord and applied in payment of future rent as
rent becomes due under this Lease. In no event shall Tenant be entitled to any
excess rent received by Landlord. If, on the date rent is due under this Lease
the rent received from the reletting is less than the rent due on' that date,
Tenant shall pay to Landlord, in addition to the remaining rent due, all costs
Landlord incurred in reletting that remain after applying the rent received from
the reletting as provided in this Paragraph, subparagraph C(i).
14
(ii) Landlord's Election to Terminate: Landlord can terminate this Lease
Agreement. No act by Landlord or other than giving express written notice of
Landlord's election to terminate the Lease to Tenant shall terminate this Lease.
Acts of maintenance, efforts to relet the Premises, or the appointment of a
receiver on Landlord's initiative to protect landlord's interest under this
Lease shall not constitute a termination of Tenant's right to possession. On
termination, Landlord has the right to recover from Tenant the sum of the
following:
(a) The excess, if any, of (1) the present value of all amounts which
would have become due under this Lease for the remainder of the Term, over (2)
the present value of any net amounts which Tenant establishes Landlord may not
reasonably expect to recover by reletting the Premises for the remainder of the
Term, taking into consideration the cost of such reletting, including
remodeling, the availability of acceptable Tenants and other market conditions
affecting leasing. Such present value shall be calculated at a discount rate
which is the lesser of (i) the maximum rate allowed by law, or (ii) the rate
commonly called the prime or base rate announced by Texas Commerce Bank, N.A.
(or its successor, but if there is not a successor which announces a prime or
base rate, then by a national bank selected by Landlord) at the time of such
termination.
(b) All legal expenses, including attorneys' fees, experts' fees,
witness fees, court costs, and other costs incurred in preparation of any
litigation or consultations with counsel, incurred by Landlord in affecting re-
entry or repossession of the Premises and in prosecuting any related action
against Tenant;
(c) All costs incurred by Landlord in restoring the Premises to good
order and condition;
(d) All costs incurred by Landlord in altering or preparing the
Premises for reletting;
(e) All commissions incurred by Landlord in reletting the Premises;
and
(f) Any other amount, and court costs necessary to compensate Landlord
for all detriment proximately caused by Tenant's default.
(iii) Appointment of Receiver: If Tenant is in default of this
Lease, Landlord shall have the right to have a Receiver appointed to collect
rent and conduct Tenants business. Neither the filing of a petition for the
appointment of a Receiver nor the appointment itself shall constitute an
election by Landlord to terminate this Lease.
(iv) Right to Regain Possession: Landlord may enter upon and take
possession of the Premises, by picking, altering or changing of the locks, if
necessary, and lock out, expel or remove Tenant and any other person who may be
occupying all or a part of the Premises without being liable for any claim for
damages, and relet the Premises on behalf of Tenant and receive
15
directly the rent by reason of such reletting. Exercise by Landlord of any one
or more remedies hereunder granted or otherwise available shall not be deemed to
be an acceptance of surrender of the Premises by Tenant and no such alteration
of locks or other security devices and no removal or exercise of dominion by
Landlord over the property of Tenant or others at the Premises shall be deemed
unauthorized or constitute a conversion, Tenant hereby consenting after default
to the aforesaid exercise of dominion over Tenants property within the Premises.
All claims for damages by reason of such re-entry and/or repossession and/or
alteration of locks or other security devices are hereby waived as are all
claims for damages by reason of any distress warrant, forcible detainer
proceeding, sequestration proceeding or other legal process. Tenant agrees that
any re-entry by Landlord may be pursuant to judgment obtained in forcible
detainer proceedings or other legal proceedings or without the necessity of any
legal proceedings as Landlord may elect and Landlord shall not be liable in
trespass or otherwise, Landlord shall have no duty to give a key to the Leased
Premises to Tenant except and until the default and payments due by Tenant by
reason thereof have been fully satisfied.
In the event that Landlord shall have taken possession of the Premises
pursuant to authority granted herein. then Landlord shall have the right to
keep in place and use all of the furniture, fixtures and equipment at the
Premises including that which is owned by or leased to Tenant at all times prior
to any foreclosure thereon by Landlord or repossession thereof by any Lessor
thereof or third party having a lien thereof. Landlord shall also have the
right to remove from the Premises (without the necessity of obtaining a distress
warrant, writ of sequestration or other legal process) all or any portion of the
furniture, fixtures, equipment, records and other properties located thereon and
to place same in storage at the Premises within the county in which the Premises
is located and in such event Tenant shall be liable to Landlord for costs
incurred by Landlord in connection with such removal and storage. Landlord
shall also have the right to relinquish possession of all or a portion of the
furniture, fixtures, equipment and other property to any person ("Claimant")
claiming to be entitled to possession thereof who presents to Landlord a copy of
any instrument represented to Landlord by Claimant to have been executed by
Tenant (or any predecessor of Tenant) granting Claimant the right under various
circumstances to take possession of such furniture, fixtures, equipment or other
property without the necessity on the part of Landlord to inquire into the
authenticity of said instruments copy of Tenant's or Tenants predecessor's
signature thereon and without the necessity of Landlord making any nature of
investigation or inquiry as to the validity of the factual or legal basis upon
which the Claimant purports to act; and Tenant agrees to indemnify and hold
harmless Landlord from all costs, expenses, loss, damage and liability incident
to Landlord's relinquishment of possession of all or any portion of such
furniture, fixtures, equipment or other property of Claimant. The rights of
Landlord herein stated shall be in addition to any and all other rights which
Landlord has or may hereinafter have at law or in equity; and Tenant stipulates
and agrees that the rights herein granted Landlord are commercially reasonable.
If, after the payment of all amounts due claimant by Tenant, there remains any
movable equipment, furniture and/or personal property of Tenant which is not
removed by Tenant before the expiration of such time period, then the parties
agree that such property shall be in all things conclusively determined
16
and established to be abandoned by Tenant in favor of Landlord and shall at once
become the property of Landlord upon such abandonment. In no event will Landlord
be responsible for the removal, custody or disposition for such abandoned
property of Tenant or, in any way, be held liable for conversion or any action
in relation to the removal, retention and disposition of such personal property,
all such claims of Tenant being waived by Tenant herein, and Landlord will be
free to dispose of such property in its sole and absolute discretion under the
terms and conditions acceptable to it.
(v) Landlord's Right to Cure Tenant's Default: Landlord, at any time after
Tenant commits a default, can cure the default at Tenant's cost. If Landlord,
at any time by reason of Tenants default, pays any sum or does any act that
requires the payment of any sum, the sum paid by the Landlord shall be due
immediately from Tenant to Landlord at the time the sum is paid, and if paid at
a later date, shall bear interest at the maximum legal rate an individual is
permitted by law to charge from the date the sum is paid by Landlord until
Landlord is reimbursed by Tenant. The sum, together with interest on it, shall
be additional rent.
(vi) Interest on Unpaid Rent: Rent not paid when due shall bear interest
from the date due until paid at the highest legal rate of interest per annum.
(vii) Late Charge: Tenant acknowledges that late payment by Tenant to
Landlord of' rent will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of such costs being extremely difficult and
impracticable to fix. Such costs include, without limitation, Processing and
accounting charges, and late charges that may be imposed on Landlord by the
terms of any encumbrances not secured by an encumbrance covering the Premises.
Therefore, if any installment of rent due from Tenant is not received by
Landlord within five (5) days of when due, or any check tendered to Landlord by
Tenant is returned to Landlord as uncollectible, Tenant shall pay to Landlord
the applicable charges set forth in Section 1.13, hereof. The parties agree that
this late charge represents a fair and reasonable estimate of the costs that
Landlord will incur by reason of late payment of Tenant. Acceptance of any late
charge shall not constitute a waiver of Tenant's default with respect to the
overdue amount, or prevent Landlord from exercising any of the other rights and
remedies available to Landlord.
(viii) Non-Waiver: No covenant, term or condition or the breach thereof
shall be deemed waived, except by written consent of the party against whom the
waiver is claimed, and any waiver or the breach of any covenant, term or
condition shall not be deemed to be a waiver of any preceding or succeeding
breach of the same or any other covenant, term or condition of this Lease.
Acceptance by Landlord of any performance by Tenant after the time the same
shall have become due shall not constitute a waiver by Landlord of the breach or
default of any covenant, term or condition of the Lease unless otherwise
expressly agreed to by Landlord in writing. No payment by Tenant or receipt by
Landlord of a lesser amount than the minimum monthly rent or any other amount
payable by Tenant and defined as "rent" in Paragraph 2, shall be deemed to be
other than on account of the earliest outstanding installment of any such
17
stipulated amount due. No endorsement or statement on any check or any letter
accompanying any check or payment shall be deemed an accord and satisfaction and
Landlord may accept such check or payment without prejudice to Landlord's rights
to recover the balance of any outstanding amounts then due and payable or past
due and in arrears under this Lease and without prejudice to any other remedy
provided in this Lease. Nothing in this Paragraph shall be deemed to affect
Landlord's rights to indemnification and other rights provided under this Lease
arising out of any act, omission, event or occurrence which took place prior to
the termination of the Lease whether a claim relating to such acts, omissions,
events or occurrences is made before or after the date of termination of this
Lease. The delivery of keys to any employee of landlord or its agents or
employees shall not operate as a termination of this Lease or a surrender of the
Premises.
(ix) Right of Redemption: Tenant hereby expressly waives any and all
rights of redemption granted by or under any present or future law in the event
of Tenant's eviction or dispossession pursuant to any default under this Lease
or in the event of Landlord's obtaining possession of the Premises by reason of
Tenant's violation of any of the covenants, conditions or agreements contained
herein.
22.
---
EMINENT DOMAIN
--------------
22.01 Total Taking: In the event of a taking of the Premises or
------------
damage related to the exercise of the power of eminent domain by any agency,
authority, public utility, person, or corporation or entity empowered to condemn
property ("Taking") of the entire Premises or so much thereof as to prevent or
substantially impair their use by Tenant during Lease term; (i) the rights of
Tenant under the Lease and the leasehold estate of Tenant in and to the Premises
shall cease and terminate as of the date upon which title to the Premises, or a
portion thereof, passes to and vests in the condemnor or the effective date of
any order for possession if issued prior to the date title vests in the
condemnor ("Date of Taking"); (ii) Landlord shall refund to Tenant any prepaid
rent; (iii) Tenant shall pay to Landlord any rent or charges due Landlord under
the Lease, each pro rated as of the Date of Taking; (iv) Tenant shall receive
from the Award those portions of the Award attributable to relocation of Tenant
and trade fixtures, equipment, and furniture of Tenant, and (v) the remainder of
the Award shall be paid to and be the property of Landlord.
22.02 Partial Taking: In the event of Taking on only a part of
--------------
the Premises which does not constitute a "Total Taking" during the Lease term;
(i) the rights of Tenant under the Lease and the leasehold estate of Tenant in
and to the portion of the Premises taken shall cease and terminate as of the
Date of Taking; (ii) from and after the Date of Taking, the Total Monthly Rent
shall be the product obtained by multiplying (a) the Total Monthly Rent by (b)
the quotient obtained by dividing the total square feet of the Premises
remaining after the taking by the total square feet of the premises prior to the
taking; (iii) Tenant shall receive from the Award those portions of the Award
attributable to improvements to the Premises made and paid for by Tenant
18
and trade fixtures, equipment, and furniture of Tenant; and (iv) the remainder
of the Award shall be paid to and be the property of Landlord. Landlord, from
his portion of the Award, shall restore the remainder of the Premises, as nearly
as possible, to one architectural unit.
23.
---
INDEMNIFICATION
---------------
Tenant agrees to indemnify, hold harmless and protect Landlord and its
----------------------------------------------------------------------
partners, directors, officers, agents and employees, successors and assigns,
---------------------------------------------------------------------------
from any loss, cost, damage, liability or expense (including, without
---------------------------------------------------------------------
limitation, attorneys' fees and legal costs) arising out of or related to any
-----------------------------------------------------------------------------
claim, suit or judgment brought by or in favor of any person(s) or entity(ies)
-----------------------------------------------------------------------------
for damage, loss or expense (including, without limitation, bodily injury,
-------------------------------------------------------------------------
including death or Property damage) which is occasioned by or in any way
------------------------------------------------------------------------
attributable to or arising out of (in whole or in part) the use or occupancy of
-------------------------------------------------------------------------------
the Premises or the negligent acts or omissions or gross negligence of Tenant
-----------------------------------------------------------------------------
and/or Landlord or its employees, agents, customers, servants or invitees or the
--------------------------------------------------------------------------------
breach or default by Tenant of any of its obligations under this Lease. However,
--------------------------------------------------------------------------------
Tenant shall not be responsible for damage, loss or expense solely caused by the
--------------------------------------------------------------------------------
sole negligence or willful misconduct of Landlord or its agents or employees.
----------------------------------------------------------------------------
Tenants obligations under this Paragraph shall expressly survive the termination
--------------------------------------------------------------------------------
of this Lease. Landlord shall not be liable for, and is released by Tenant with
-------------------------------------------------------------------------------
respect to any damage, loss or expense occurring on or about the Premises during
--------------------------------------------------------------------------------
the Lease term unless solely caused by the sole negligence or willful misconduct
--------------------------------------------------------------------------------
of Landlord or its agents, employees or assigns. The limits of any insurance
----------------------------------------------------------------------------
required to be maintained by Landlord or Tenant, as provides in this Lease shall
--------------------------------------------------------------------------------
not be deemed to limit Tenants obligations under this Paragraph or under any
----------------------------------------------------------------------------
other provisions of this Lease. Neither Landlord nor its agents, employees or
-----------------------------------------------------------------------------
assigns shall be liable for any damage to Property or injury or death to any
----------------------------------------------------------------------------
person resulting in whole or in part from theft, malicious mischief, vandalism,
------------------------------------------------------------------------------
intentional act of any third Party, fire, earthquake or earth movement,
----------------------------------------------------------------------
explosion, falling glass or other materials, steam, gas, electricity, water or
------------------------------------------------------------------------------
rain which may leak from any part of the building or other improvements forming
-------------------------------------------------------------------------------
a part of the Premises or of which the Premises is a part or from the pipes,
---------------------------------------------------------------------------
appliances or plumbing works therein, or from the roof, street, or subsurface
-----------------------------------------------------------------------------
thereof or from any other Place or resulting from dampness or any other cause
-----------------------------------------------------------------------------
whatsoever, unless caused solely by or due to the sole negligence or willful
----------------------------------------------------------------------------
misconduct of Landlord, its agents, employees or assigns. Landlord or its
-------------------------------------------------------------------------
agents, employees or assigns shall not be liable for interference with light or
-------------------------------------------------------------------------------
other incorporeal hereditaments or any way responsible for providing or
-----------------------------------------------------------------------
maintaining security to or for the Development complex, Leased Premises, Tenant,
-------------------------------------------------------------------------------
its agents, employees, visitors, guests, invitees for any person in connection
------------------------------------------------------------------------------
with the use of the Leased Premises by Tenant. Landlord shall not be liable for
-------------------------------------------------------------------------------
any latent defect in the Leased Premises or the building or other improvements
------------------------------------------------------------------------------
forming a part thereof or of which the Leased Premises is a part. Tenant shall
------------------------------------------------------------------------------
give prompt notice to Landlord in case of fire or accidents in the Premises or
------------------------------------------------------------------------------
the building or of defects therein or in the fixtures or equipment related
--------------------------------------------------------------------------
thereto.
-------
19
24.
---
DESTRUCTION OF PREMISE
----------------------
Should the premises be damaged or destroyed by fire, explosion, wind storm,
water or other casualty or combination thereof during the term of this Lease, to
the extent that it is impracticable for Tenant to operate its business from
the Premises, Landlord shall, at Landlord's option exercisable by written notice
to Tenant within thirty (30) days after such damage or destruction, either
terminate this Lease effective as of the date of such damage or destruction, or
Landlord may proceed to repair and rebuild the damaged or destroyed premises
upon substantially the same plan as existed immediately prior to such damage or
destruction, provided, however, in any event, Landlord shall not be required to
initiate any such repair until receipt of insurance proceeds covering such
damages nor shall Landlord be obligated to expend any funds in excess of such
insurance proceeds in completing such restoration. In the event that the
business of Tenant is materially impaired due to such damage, the monthly
rentals payable hereunder shall be proportionately abated to the extent that the
Premises are not usable from the occurrence of such damage until the premises
have been put in substantially complete repair. Tenant shall not be entitled to
compensation from Landlord for any damages on account of inconvenience,
annoyance or loss of business during any period of repair or reconstruction. IN
NO EVENT SHALL LANDLORD BE RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES.
25.
---
TENANT NOT TO CREATE LIENS
--------------------------
Tenant shall not have the power to commit any act or make any contract that
may create or be the foundation of any lien upon the present or other estate of
the Leasehold and Premises, or upon any of the buildings or improvements
thereon; and should any such lien be created or filed, Tenant, at its own cost
and expense, shall liquidate and discharge same in full within ten (10) days
after filing thereof, and should Tenant fail to discharge same, that shall
constitute a breach of Tenant's covenant herein.
26.
---
HOLDING OVER
------------
In the event the Tenant shall hold over the Premises with the consent of
Landlord after the expiration or termination of the primary or extended term of
this Lease, such holding over shall not be deemed to operate as or constitute an
extension or renewal of this Lease, but the Tenant so holding over shall be
deemed to be Tenant from month-to-month during such holdover period at a
holdover rental rate of one hundred fifty percent (150%) of rent last charged
hereunder prior to the beginning of such holdover period, which month-to-month
tenancy may be terminated at the end of any month by Landlord or Tenant upon (4)
weeks' advance written notice of the intent to vacate prior to the expiration of
the lease or any extension thereof. Neither
20
the giving of such notice to vacate nor the acceptance of such notice or
holdover period shall in any way waive any rights of Landlord herein or be
deemed a consent by Landlord to holdover.
27.
---
LANDLORD'S LIEN
---------------
Subject to any applicable state and federal laws, in addition to the
statutory Landlord's lien, Landlord shall have, at all times, a valid security
interest to secure payment of all rentals and other sums of money becoming due
hereunder from Tenant, and to secure payment of any damages or loss which
Landlord may suffer by reason of the breach by Tenant of any covenant agreement
or condition captained herein, upon al goods, wares, equipment, fixtures,
furniture, improvements, and other personal property of Tenant present of which
may hereinafter be situated on the Premises, and all proceeds therefrom, and
such property shall not be removed therefrom, with the consent of Landlord until
all arrearages in rent as well as any and all other sums of money due to
Landlord hereunder shall first have been paid and discharged and all the
covenant agreement, and conditions hereof have been fully complied with and
performed by Tenant. Upon the occurrence of an event of default by Tenant,
Landlord may, in addition to any other remedies provided herein, to the extent
allowed by law, enter upon the Premises and take possession of any and all
goods, wares, equipment, fixtures, furniture, improvements, and other personal
property of Tenant situated on the Premises, without liability for trespass or
conversion, and sell the same at public or private sale, after giving Tenant
reasonable notice of the time and place of any public sale or of the time after
which any private sale is to be made, at which sale, the Landlord or its assigns
may purchase unless otherwise prohibited by law. Unless otherwise provided by
law, and without intending to exclude any other manner of giving Tenant
reasonable notice, the requirement of reasonable notice shall be met if such
notice is given at least five (5) days before the time of sale. The proceeds
from any such disposition, less any and all expenses connected with the taking
of possession, holding, and selling of the property (including reasonable
attorney's fees and other expenses), shall be applied as a credit against the
indebtedness secured by the security interest granted in this section. Any
surplus shall be paid to Tenant or as otherwise required by law; and the Tenant
shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees
to execute and delivery to Landlord a financing statement in form sufficient to
perfect the security interest of Landlord in the aforementioned property and
proceeds thereof under the provisions of the Uniform Commercial Code in force in
the State of Texas. Tenant does hereby appoint Landlord its attorney-in-fact to
execute in Tenants name and in its place and stead any instrument necessary to
effectuate the terms of this Landlord's Lien including any Financing Statement
in connection therewith. The statutory lien for rent is not hereby waived, the
security interest herein granted being in addition and supplementary thereto.
21
28.
---
TIME
----
Time for performance of all obligations of Tenant hereunder is of the
essence.
29.
---
INTEREST
--------
Except as expressly provided herein, any sums due Landlord from Tenant not
paid or due, shall accrue interest from the date due until paid at the highest
legal rate of interest per annum. Payment of such interest shall not excuse or
cure any default of Tenant under this Lease. Interest shall not be payable on
any late charges incurred by Tenant.
30.
---
OSHA STATEMENT AND COMPLIANCE WITH LAWS
---------------------------------------
Landlord agrees that, in connection with the initial construction of the
building and the Premises, it will comply with all federal, state, and local
laws, rules and regulations applicable thereto. If thereafter, structural and
other changes are necessary in the Premises as a result of change in such laws,
Landlord shall make such changes at Tenants expense. Further, notwithstanding
anything to the contrary contained above, it should be Tenant's exclusive
responsibility to comply, and Tenant agrees to comply at all times with all
federal, state and local laws, rules and regulations, including without
limitation those promulgated by the U.S. Occupational Safety and Health
Administration and the entity responsible for administration of the American
With Disabilities Act, with respect to Tenants use and occupancy of the
Premises.
31.
---
SEVERABILITY
------------
If any term or provision of this Lease, or the application thereof to any
person or circumstance shall, to any extent be invalid or unenforceable, the
remainder of this Lease, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of the
Lease shall be valid and enforced to the fullest extent permitted by law.
32.
---
PERSONAL PRONOUNS
-----------------
All personal pronouns used in this Lease shall include the other genders,
whether used in the masculine, feminine or neuter gender, and the singular shall
include the plural (and vice versa) whenever and as often as may be appropriate.
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33.
---
CONFLICT OF INTEREST
--------------------
Landlord represents and warrants that no officer, employee, or agent of
the Tenant has been or will be employed, retained, or will receive any personal
compensation or consideration by or from the Landlord or any of Landlord's
employees or agents in connection with the obtaining, arranging, or negotiation
of the agreement or with other documents or agreements entered into or executed
in connection herewith.
34.
---
BINDING ON HEIRS
----------------
The agreement, conditions, covenants, and terms herein contained shall, in
every case, apply to be binding upon and inure to the benefit of the respective
parties hereto, their heirs, executors, administrators, successors and assigns,
with the same force and effect as is specifically mentioned in each instance
where a party hereto is named, provided, however, that no assignment or under-
letting by Tenant in violation of the provisions of this Lease shall vest in any
such assignee or under-tenant any right or title in or to the leasehold estate
hereby created.
35.
---
ENVIRONMENTAL PROTECTION
------------------------
Tenant further agrees not to utilize, in any manner, any chemical, water
product, "hazardous substance" as that term is defined under the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 and any
amendments thereto or any other material for which notification, permitted or
regulation is required for use, storage or disposal by any federal statute or
regulation or any statute or regulation of the State of Texas or its political
subdivisions (hereinafter collectively referred to as "substance"), without
complete written notice to Landlord, prior to such substance being brought into
the Leased Premises, including the common and recognized chemical names of such
substance, the amount of such substance to be used or utilized and the delivery
to Landlord of copies of the material safety data sheets relative to any such
substance. Further, such substance shall not be brought upon the Leased
Premises without the prior written permission of Landlord for such use, storage,
disposal or utilization which consent may be unilaterally withheld at the sole
discretion of the Landlord. Tenant further agrees not to permit or cause the
abandonment or disposal of any substance as previously defined herein on or at
the Leased Premises whether on or under the ground, floor or other portions of
the Leased Premises. Tenant further agrees to comply with all laws, ordinances,
regulations, directives and requirements of all governmental authorities
heretofore described with respect to the use, storage, existence and/or disposal
of such substance and shall not permit anything to be done on the Leased
Premises or the property to which this Lease relates in violation thereof.
Tenant further agrees to indemnify and hold harmless the Landlord for any
and all costs, damages, fines, response costs, clean-up costs or any other sums,
including, without limitation,
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legal fees and investigative expenses to which Landlord may be subject on
account of any activity of the Tenant on or at the Leased Premises caused, in
whole or in part by the utilization, abandonment, disposal, use and/or existence
of any substance during the term of this Lease Agreement or arising, beginning
or continuing during the term of this Lease Agreement. This obligation of the
Tenant shall survive the lease term and be a continuing and on-going indemnity
agreement between Tenant and Landlord.
36.
---
MISCELLANEOUS PROVISIONS
------------------------
This Lease Agreement shall not be amended, changed or modified in any way
unless in writing executed by Landlord and Tenant, Landlord shall not have
waived or released any of its rights hereunder unless in writing and executed by
Landlord.
Except as expressly provided herein, the Lease Agreement and the
obligations of Landlord and Tenant shall Bind and benefit the successors and
assigns of each of the parties.
This Lease Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, performable in the county in which the Premises
are located.
Each covenant, agreement, obligation or other provision of this Lease
Agreement to be performed by Tenant are separate and independent covenants of
Tenant, and not dependent on any other provision of the Lease Agreement.
The submission of this Lease Agreement to Tenant or its broker or other
agent, does not constitute an offer to Tenant to lease the Leased Premises. The
instrument shall have no force and effect until it is executed and delivered by
Tenant to Landlord and executed by Landlord.
37.
---
ENTIRE AGREEMENT
----------------
This Agreement sets out the entire agreement between the parties hereto and
it is expressly agreed and understood that any prior agreement or
representation, made by or on behalf of either or any of the parries hereto
which are not expressly incorporated and set out in this instrument, are hereby
expressly waived and shall not be actionable or form the basis for any claim,
demand or cause of action, either at law or in equity.
EXECUTED in duplicate originals dated the date first above written.
LANDLORD REPRESENTATIVE: TENANT: XXXXXXXXXXXX
AUDIO/VISUAL SOLUTIONS
GUARDIAN MANAGEMENT CO.
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Xxx Xxxxxxxxxxxx
-------------------------------
Print Name
BY: /s/ XXXXXXX X. DEHOOS BY: /s/ XXX XXXXXXXXXXXX
------------------------------------ -------------------------------
Signature
X.X. Xxx 000000
Xxxxxxx, Xxxxx 00000
(000) 000-0000
UTILITIES ARE TO BE CHANGED INTO TENANT'S NAME BY MOVE-IN DATE
--------------------------------------------------------------
Houston Lighting & Power (000) 000-0000
------------------------
City of Houston Water (000) 000-0000
---------------------
0000 Xxxxxx
Xxxxxxx, Xxxxx 00000
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GUARANTY
--------
To induce Lessor to enter into this Lease Agreement with Lessee, I/we, the
undersigned "Guarantor" agree to guaranty the obligation of Lessee, including
without limitation, the payment, when due, of rentals to Lessor. I agree that
my/our liability under this guaranty is joint and several and shall be binding
on me, my heirs, personal representatives, successors and assigns, and shall
inure to the benefit of Lessor, its personal representatives, successors and
assigns.
Signed this 2nd day of February, 1998, in Houston, Texas.
Individual "Guarantor" Signature: /s/ XXX XXXXXXXXXXXX
------------------------------------
Type Name: Xxx Xxxxxxxxxxxx
------------------------------------
Address: 0000 Xxxxx Xx., Xxxxxx, XX
------------------------------------
Telephone Number: 000-000-0000
------------------------------------
Corporate "Guarantor":
------------------------------------
By:
--------------------------------
Title
Address:
------------------------------------
Telephone Number
------------------------------------
(Attach Sealed Corporate Resolution)
(Individual and Corporate Acknowledgments)
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ADDENDUM A
This Addendum is subject to and upon the terms and conditions set forth in
the Commercial Lease Agreement dated February 9, 1998, between XXXXXXXXXXXX
AUDIO/VISUAL SOLUTIONS, "Tenant", and IVEST, INC., "Landlord". The lease term
commences on March 1, 1998, and ends at midnight on August 31, 1999, for the
lease space at 0000 Xxxxx Xxxx, Xxxxx X-0, Xxxxxxx, Xxxxx 00000.
Tenant and Landlord agree to the following additional provisions:
1 Landlord will prepare the unit for Tenant's use to included painting the
walls, replace all carpet with new carpet. Replace cove base.
2. Landlord will service the HVAC system, plumbing, electrical work and
other mechanical systems.
3. Landlord will warranty the HVAC system, plumbing, electrical work, and
other mechanical systems for thirty days.
4. Clean damaged window tinting from front door.
TENANT: XXXXXXXXXXXX AUDIO/VISUAL SOLUTIONS
BY: /s/ XXX XXXXXXXXXXXX
-----------------------------------
TITLE: President
--------------------------------
LANDLORD: IVEST, INC.
BY: /s/ XXXXXXX X. DEHOOS
-----------------------------------
TITLE: Office Manager
--------------------------------
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EXHIBIT A
(LOCATION OF LEASED PREMISES)
28
EXHIBIT A-1
0000 Xxxxx Xxxx, Xxxxx X0
Xxxxxxx, XX 00000
1685 Square Feet
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EXHIBIT B
RULES AND REGULATIONS
The following Rules and Regulations shall be in effect at the Building.
Landlord reserves the right to adopt reasonable nondiscriminatory modifications
and additions hereto. In the case of the any conflict between these regulations
and the Lease, the Lease shall be controlling.
1. Landlord will furnish tenant with two keys free of charge. Landlord
may make reasonable charge for any additional keys. Tenant will not alter any
lock or install a new or additional lock or any bolt on any door of the premises
without the prior written consent of landlord; tenant will furnish landlord with
a key for each of those locks. Tenant, upon the termination of its tenancy,
will deliver to landlord all keys to doors in the complex that have been
furnished to Tenant.
2. If Landlord provides a sign or directory board in the Complex, all
entries on said directory will be approved by Landlord prior to manufacture
and each tenant shall be billed and pay for such service.
3. Tenant will refer all contractors, contractor's representatives and
installation technicians, rendering any service to Tenant, to Landlord for
Landlord's supervision, approval, and control before performance of any
contractual service. This provision shall apply to all work performed in the
complex including installation of telephones, telegraph equipment, electrical
devices and attachments, and installments of any nature affecting floors, walls,
woodwork, trim, windows, ceilings, equipment of any other physical portion of
the complex, Tenant shall be responsible for all costs and expenses incurred by
Landlord hereunder including management and administrative charges and shall
provide advance deposits to cure costs as estimated by Landlord subject to
reconciliation to actual cost when determined, together with all assurance,
funds and information as required by Landlord.
4. Tenant shall not place, install or operate on the Leased Premises or in
any part of the Complex, any engine, stove, or machinery, or conduct mechanical
operations or xxxx thereon or therein, or place or use in or about premises any
explosives, gasoline, kerosene, oil, acids, caustics or any other inflammable,
explosive, or hazardous material without the prior written consent of Landlord.
Tenant shall not use any method of heating other than that supplied by Landlord.
5. Landlord will not be responsible for lost or stolen personal property,
equipment, money, or jewelry regardless of whether such loss occurs when the
Complex is locked against entry or not.
30
6. No birds, reptiles, insects, or animals shall be brought into or kept
in or about the Complex.
7. Employees of Landlord shall not receive or carry messages for or to
Tenant or other persons, nor contract with or render free or paid services to
Tenant or Tenant's agents, employees, or invitees.
8. Landlord will not permit entrance to the Leased Premises by use of pass
keys controlled by Landlord, to any person at any time without written
permission by Tenant, except employees, contractors, or service personnel
directly supervised by Landlord.
9. None of the entries, passages, doors, elevators, elevator doors,
hallways, or stairways shall be blocked or obstructed or any rubbish, litter,
trash, or material of any nature placed, emptied or thrown into these areas, nor
shall such areas be used at any time except for ingress by Tenant, Tenant's
agents, employees, or invitees.
10. Tenant and its employees, agents and invitees shall observe and comply
with the driving and parking signs and markers on the Property. Landlord
reserves the right to change from time to time the parking and movement of all
vehicles on the parking lot and driveway and to designate when necessary the
allocation of all or a portion of all of the parking spaces. There will be no
overnight parking. All unauthorized vehicles (those not working or without
license) will be towed at owner's expense. Lessee shall at all times during the
Lease Term (defined above), lease parking rights for 2 cars. Lessee, its
employees and all persons using the drive and parking areas do so at their own
risk and Lessor shall not be responsible for, or in any way have any obligation
or liability for, any damage, loss, theft or injury to any vehicle or other
equipment, any contents thereof or any other personal property, or the death or
injury to any person while located in or entering or exiting any portion of the
drive and parking areas.
IN NO EVENT SHALL TENANT, ITS EMPLOYEES VISITORS, CONTRACTORS,
SUBCONTRACTORS, OR OTHER PERSONS KNOWN TO TENANT, BE PERMITTED TO LEAVE
AUTOMOBILES, EQUIPMENT, MACHINERY, BOATS, MOTORCYCLES, OR ANY OTHER TYPES OF
VEHICLES, PARKED OUTSIDE THE LEASED PREMISES, OR ON THE PREMISES OF THE
DEVELOPMENT PROJECT, FOR A PERIOD OF MORE THAN 24 HOURS, WITHOUT PRIOR
PERMISSION FROM LANDLORD.
ANY VEHICLES WHICH ARE LEFT ON THE LEASED PREMISES MORE THAT TWENTY FOUR
HOURS WITHOUT LANDLORD'S PERMISSION, WILL BE TOWED AWAY AT OWNER'S EXPENSE.
11. Landlord shall have the right to prescribe the weight and position of
safes, computers and, without limitation, other heavy items which shall, in all
cases, in order to distribute their weight, stand on supporting devices approved
by Landlord and Landlord shall have the absolute right to proscribe any item
which could damage the Leased Premises, or the
31
Complex or which creates any dangerous condition. All damage done to the Complex
by placing in or taking out any property of Tenant shall be repaired promptly at
the expense of Tenant.
12. Landlord reserves the right to name the Complex and to change the name
or street address of the Complex and to install and maintain a sign or signs on
the exterior or interior of the Complex.
13. Should Tenant require telegraphic, telephonic, enunciator or other
communication services, Landlord shall direct where and how wires are to be
introduced and placed and none shall be introduced or placed except if and as
Landlord shall direct and approve in writing.
14. Without Landlord's prior written approval, Tenant shall not install
any radio or television antenna, loudspeaker, music system or other device on
the roof or exterior walls of the Complex or on common walls with adjacent
tenants.
15. Tenant shall store all its trash, waste, and garbage within its Leased
Premises. No material shall be placed in the trash receptacles, or drainage, or
plumbing system, if such material is of such nature that it may not be disposed
of in the ordinary and customary manner of removing and disposing of trash,
waste, and garbage and without being in violation of any law or ordinance
governing such disposal. All garbage and refuse disposal shall be made only
through entry ways and elevators or other means provided for such purposes and
at such times as Landlord shall designate.
16. No vending machines shall be permitted or installed in the Leased
Premises without the proper written consent of Landlord.
17. Landlord reserves the right to prohibit personal goods and services
vendors from access to the Complex except upon such reasonable terms and
conditions, including but not limited to the payment of a reasonable fee and
provision for insurance coverage, as are related to the safety, care and
cleanliness of the Complex, the preservation of good order therein, and the
relief of any financial or other burden on Landlord occasioned by the presence
of such vendors or the sale by them of personal goods or services to a tenant or
its employees. If reasonably necessary for the accomplishment of these
purposes, Landlord may exclude a particular vendor entirely or limit the number
of vendors who may be present at any one time in the Complex. The Term
"personal goods or services vendors" means persons who periodically enter the
Complex of which the Leased Premises are a part for the purpose of selling goods
or services to a tenant, other than goods or services which are used by a tenant
only for the purpose of conducting its business on the Premises. "Personal
goods or services" include, but are not limited to, drinking water and other
beverages, food, barbering services, and shoe shining services. Canvassing,
soliciting and peddling in the Complex are prohibited and Tenant shall cooperate
to prevent the same.
32
18. The sidewalks, and passages, shall not be obstructed by any Tenant or
used by it for any purpose other than for ingress to and egress from their
respective premises. The passages, entrances, and roof are not for the use of
the general public, and Landlord shall in all cases retain right to control and
prevent access thereto of all persons whose presence in the judgment of Landlord
shall be prejudicial to the safety, character, reputation and interests of the
Complex and its tenants, provided that nothing herein contained shall be
construed to prevent such access to persons with whom Tenant normally deals only
for the purpose of conducting its business on the Premises (such as clients,
customers, office suppliers and equipment vendors, and the like) unless such
persons are engaged in illegal activities except that no tenant and no employees
or invitees of any tenant shall go upon the roof of the Building without the
written consent of Landlord.
19. The sashes, sash doors, windows, glass lights, and any lights or sky
lights that reflect or admit light into the halls or other places of the Complex
shall not be covered or obstructed. The toilet rooms, water and wash closets
and other water apparatus shall not be used for any purpose other than that for
which they were constructed, and no foreign substance of any kind whatsoever
shall be thrown therein, and the expense of any breakage, stoppage or damage,
resulting from the violation of this rule shall be borne by the tenant who, or
whose clerks, agents, employees, or invitees, shall have caused it. Tenant
shall keep its window coverings closed during any period of the day when the sun
is shining directly on the window.
20. No sign, advertisement or notice visible from the exterior of the
Leased Premises or Building shall be inscribed, painted or affixed by Tenant on
any part of the Building or the Leased Premises without the prior written
consent of Landlord. If Landlord shall have given such consent at any time,
whether before or after the execution of this Lease, such consent shall in no
way operate as a waiver or release of any of the provisions hereof, and shall be
deemed to relate only to the particular sign, advertisement or notice so
consented to by Landlord and shall not be construed as dispensing with the
necessity of obtaining the specific written consent of Landlord with respect to
each and every sign, advertisement or notice as the case may be, so consented to
by Landlord. Landlord will provide for uniform signage in the public corridors
or on corridor doors and entrances to the Leased Premises, such signs to be
contracted for by Landlord for Tenant at a rate fixed by Landlord from time to
time and Tenant will be billed and pay for such service accordingly in advance.
21. In order to maintain the outward professional appearance of the
Complex, all window coverings to be installed at the Leased Premises shall be
subject to Landlord's prior approval. If Landlord, by a notice in writing to
Tenant, shall object to any curtain, blind, shade or screen attached to, or
hung, in or used in connection with any window or door of the Leased Premises,
or the manner of such use, of such curtain, blind, shade or screen such item or
use shall be forthwith discontinued by Tenant. No awning shall be permitted on
any part of the Leased Premises.
33
22. If Leased Premises is or becomes infested with vermin as a result of
the use or any misuse or neglect of Leased Premises by Tenant, its agents,
servants, employees, contractors, invitees or licensees, Tenant, shall forthwith
at Tenant's expense cause the same to be fumigated from time to time to the
satisfaction of Landlord and shall employ such licensed exterminators as shall
be approved in writing in advance by Landlord.
23. No Tenant shall sweep or throw or permit to be swept or thrown from
the Leased Premises any dirt or other substance into any of the corridors or
halls or elevators, or out of the doors or windows or stairways of the Complex,
and Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the Premises, or permit or suffer the Leased Premises to be
occupied or used in a manner offensive or objectionable to Landlord or other
occupants of the Building by reason of noise, odors, and/or vibrations or
interfere in any way with other tenants. Smoking or carrying lighted cigars or
cigarettes in the elevators of the Complex is prohibited.
24. No cooking shall be done or permitted by Tenant in the Leased
Premises, nor shall the Complex be used for lodging.
25. No Tenant shall lay linoleum or other floor covering so that the same
shall be affixed to the floor of the Leased Premises in any manner except by a
paste, or other material which may easily be removed with water; the use of
cement or other similar adhesive materials being expressly prohibited. The
method of affixing any such linoleum or other floor covering to the floor,
including the method of affixing carpets or rugs in the Leased Premises, shall
be subject to approval by Landlord. The expense of repairing any damage
resulting from a violation of this rule shall be borne by Tenant by whom, or by
those agents clerks, employees or invitees, the damage shall have been caused.
26. In case of invasion, mob, riot, public excitement, or other commotion,
Landlord, reserves the right, but shall not be obligated to prevent access to
the Complex or Building during the continuance of the same by closing the doors
or gates or otherwise, for the safety of the Tenants and protection of property
in the Complex.
27. Tenant shall see that the windows and doors of the Leased Premises are
closed and securely locked before leaving the Complex and Tenant shall exercise
extraordinary care and caution that all water faucets or water apparatus are
entirely shut off before Tenant or Tenant's employees leave the Building, and
that all electricity, gas or air shall likewise be carefully shut off, so as
to prevent waste or damage, and Tenant shall make good all injuries sustained by
other Tenant or occupants of the Complex or Landlord by reason of any default or
carelessness of Tenant, its employees, or invitees.
28. Tenant shall not use the name of the Complex for any purpose other
than as the address of the business to be conducted by Tenant in the Leased
premises, nor shall Tenant use any picture of the Complex in its advertising,
stationery or in any other manner without the
34
proper written Permission of Landlord. Regardless of Landlord granting such
consent, Landlord expressly reserves the right at anytime to change said name or
structure without in any manner being liable to Tenant therefor.
29. Tenant shall install and maintain, at Tenant's sole cost and expense,
an adequate visibly marked class 2A fire extinguisher next to any duplicating or
photocopying machine or other heat producing equipment, which may or may not
contain combustible material, or for each 0000 xxxxxx xxxx xx xxxxx xxxx xx the
Leased Premises. The fire extinguisher must be serviced annually.
30. These Rules and Regulations are in addition to, and shall not be
construed to in any way modify, alter or amend in whole or in part, the terms,
covenants, agreements and conditions of any lease covering the Leased Premises
in the Complex.
35
