EXHIBIT 10.26
FROM THE OFFICE OF
STANDARD FORM COMMERCIAL LEASE
1. PARTIES
(fill in) LESSOR, which expression shall include 114 Realty Trust
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heirs, successors, and assigns where the context so admits,
does hereby lease to
LESSEE, which expression shall include Unicore Software,
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Inc. successors, executors, administrators, and assigns
---
where the context so admits, and the LESSEE hereby leases
the following described premises:
2 units on 4th floor and 1 unit on 3rd floor at 1538
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Xxxxxxxx Xx., X. Xxxxxxx, XX, 00000
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2. PREMISES
(fill in and
include, if
applicable,
suite number,
floor number,
and square
feet)
together with the right to use in common, with others
entitled thereto, the hallways, stairways, and elevators,
necessary for access to said leased premises, and lavatories
nearest thereto.
3. TERM
(fill in) The term of this lease shall be for 5 years commencing on
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1/1/96 and ending on 12/31/00
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4. RENT
(fill in) The LESSEE shall pay to the LESSOR fixed rent at
the rate of Year 1 - $39,000.00; Year 2 - $60,000.00; Year
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3 -$72,000.00; Year 4 - $78,000.00; Year 5 - $78,000.00
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dollars per year, payable in advance in monthly
installments of,
5. SECURITY
DEPOSIT
(fill in) Upon the execution of this lease, the LESSEE shall pay to
the LESSOR the amount of N/A dollars, which
-------------------
shall be held as a security for the LESSEE's performance as
herein provided and refunded to the LESSEE at the end of
this lease, without interest, subject to the LESSEE's
satisfactory compliance with the conditions hereof.
6. RENT
ADJUSTMENT If in any tax year commencing with the fiscal year , the
real estate taxes on the land and buildings, of which the
leased premises are a part, are in excess of the amount of
the real estate taxes thereon for the fiscal year
(hereinafter called the "Base Year"), LESSEE will pay to
LESSOR as additional rent hereunder, when and as designated
A. TAX by notice in writing by LESSOR, per cent of such excess that
ESCALATION may occur in each year of the term of this lease or any
(fill in or extension or renewal thereof and proportionately for any
delete) part of a fiscal year. If the LESSOR obtains an abatement
of any such excess real estate tax, a proportionate share of
such abatement, less the reasonable fees and costs incurred
in obtaining the same, if any, shall be refunded to the
LESSEE.
B. OPERATING The LESSEE shall pay to the LESSOR as additional rent
COST hereunder when and as designated by notice in writing by
LESSOR, per cent of any increase in
ESCALATION operating expenses over those incurred during the calendar
(fill in year
or delete) Operating expenses are defined for the purposes of this
agreement as: Any cost increase from operations in 1996
-----------------------------------------
prorated.
--------
This increase shall be prorated should this lease be in
effect with respect to only a portion of any calendar year.
C. CONSUMER INTENTIONALLY OMITTED
PRICE ---------------------
ESCALATION
(fill in or delete)
7. UTILITIES The LESSEE shall pay, as they become due, all bills for
electricity and other utilities (whether they are used for
furnishing heat or other purposes) that are furnished to the
leased premises and presently separately metered, and all
bills for fuel furnished to a separate tank servicing the
* delete "air leased premises exclusively. The LESSOR agrees to provide
conditioning" all other utility service and to furnish reasonably hot and
if not cold water and reasonable heat and air conditioning* (except
applicable to the extent that the same are furnished through separately
metered utilities or separate fuel tanks as set forth above)
to the leased premises, the hallways, stairways, elevators,.
and lavatories during normal business hours on regular
business days of the heating and air conditioning* seasons
of each year, to furnish elevator service and to light
passageways and stairways during business hours, and to
furnish such cleaning service as is customary in similar
buildings in said city or town, all subject to interruption
due to any accident, to the making of repairs, alterations,
or improvements to labor difficulties, to trouble in
obtaining fuel, electricity, service, or supplies from the
sources from which they are usually obtained for said
building, or to any cause beyond the LESSOR's control.
LESSOR shall have no obligation to provide utilities or
equipment other than the utilities and equipment within the
premises as of the commencement date of this lease. In the
event LESSEE requires additional utilities or equipment, the
installation and maintenance thereof shall be the LESSEE's
sole obligation, provided that such installation shall be
subject to the written consent of the LESSOR.
8. USE OF The LESSEE shall use the leased premises only for the
LEASED purpose of computer software, development and sales.
PREMISES ----------------------------------------
(fill in)
9. COMPLIANCE The LESSEE acknowledges that no trade or occupation shall be
WITH LAWS conducted in the leased premises or use made thereof which
will be unlawful, improper, noisy or offensive, or contrary
to any law or any municipal by-law or ordinance in force in
the city or town in which the premises are situated.
10. FIRE The LESSEE shall not permit any use of the leased premises
INSURANCE which will make voidable any insurance on the property of
which the leased premises are a part, or on the contents of
said property or which shall be contrary to any law or
regulation from time to time established by the New England
Fire Insurance Rating Association, or any similar body
succeeding to its powers. The LESSEE shall on demand
reimburse the LESSOR, and all other tenants, all extra
insurance premiums caused by the LESSEE's use of the
premises.
11. MAINTENANCE The LESSEE agrees to maintain the leased premises in good
condition, damage by fire and other casualty only excepted,
and whenever necessary, to replace plate glass and other
glass therein, acknowledging that the leased premises are
A. LESSEE'S now in good order and the glass whole. The LESSEE shall not
OBLIGATIONS permit the leased premises to be overloaded, damaged,
stripped, or defaced, nor suffer any waste. LESSEE shall
obtain written consent of LESSOR before erecting any sign on
the premises.
X. XXXXXX'X The LESSOR agrees to maintain the structure of the building
OBLIGATIONS of which the leased premises are a part in the same
condition as it is at the commencement of the term or as it
may be put in during the term of this lease, reasonable wear
and tear, damage by fire and other casualty only excepted,
unless such maintenance is required because of the LESSEE or
those for whose conduct the LESSEE is legally responsible.
12. ALTERATIONS-- The LESSEE shall not make structural alterations or
ADDITIONS additions to the leased premises, but may make non-
structural alterations provided the LESSOR consents thereto
in writing, which consent shall not be unreasonably withheld
or delayed. All such allowed alterations shall be at
LESSEE's expense and shall be in quality at least equal to
the present construction. LESSEE shall not permit any
mechanics' liens, or similar liens, to remain upon the
leased premises for labor and material furnished to LESSEE
or claimed to have been furnished to LESSEE in connection
with work of any character performed or claimed to have been
performed at the direction of LESSEE and shall cause any
such lien to be released of record forthwith without cost to
LESSOR. Any alterations or improvements made by the LESSEE
shall become the property of the LESSOR at the termination
of occupancy as provided herein.
13. ASSIGNMENT-- The LESSEE shall not assign or sublet the whole or any part
SUBLEASING of the leased premises without LESSOR's prior written
consent. Notwithstanding such consent, LESSEE shall remain
liable to LESSOR for the payment of all rent and for the
full performance of the covenants and conditions of this
lease.
14. SUBORDINATION This lease shall be subject and subordinate to any and all
mortgages, deeds of trust and other instruments in the
nature of a mortgage, now or at any time hereafter, a lien
or liens on the property of which the leased premises are a
part
and the LESSEE shall, when requested, promptly execute and
deliver such written instruments as shall be necessary to
show the subordination of this lease to said mortgages,
deeds of trust or other such instruments in the nature of a
mortgage.
15. LESSOR'S The LESSOR or agents of the LESSOR may, at reasonable times,
ACCESS enter to view the leased premises and may remove placards
and signs not approved and affixed as herein provided, and
make repairs and alterations as LESSOR should elect to do
and may show the leased premises to others, and at any time
within three (3) months before the expiration of the term,
may affix to any suitable part of the leased premises a
notice for letting or selling the leased premises or
property of which the leased premises are a part and keep
the same so affixed without hindrance or molestation.
16. INDEMNIFICATION The LESSEE shall save the LESSOR harmless from all loss and
AND LIABILITY damage occasioned by anything occurring on the leased
(fill in) premises unless caused by the negligence or misconduct of
the LESSOR, and from all loss and damage wherever occurring
occasioned by any omission, fault, neglect or other
misconduct of the LESSEE. The removal of snow and ice from
the sidewalks bordering upon the leased premises shall be
responsibility.
17. LESSEE'S The LESSEE shall maintain with respect to the leased
LIABILITY premises and the property of which the leased premises are a
INSURANCE part comprehensive public liability insurance in the amount
(fill in) of $300,000.00 with property damage insurance in
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limits of in responsible companies qualified to do
business in Massachusetts and in good standing therein
insuring the LESSOR as well as LESSEE against injury to
persons or damage to property as provided. The LESSEE shall
deposit with the LESSOR certificates for such insurance at
or prior to the commencement of the term, and thereafter
within thirty (30) days prior to the expiration of any such
policies. All such insurance certificates shall provide that
such policies shall not be canceled without at least ten
(10) days prior written notice to each assured named
therein.
18. FIRE, Should a substantial portion of the leased premises, or of
CASUALTY - the property of which they are a part, be substantially
EMINENT damaged by fire or other casualty, or be taken by eminent
DOMAIN domain, the LESSOR may elect to terminate this lease. When
such fire, casualty, or taking renders the leased premises
substantially unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and the
LESSEE may elect to terminate this lease if:
(a) The LESSOR fails to give written notice within
thirty (30) days of intention to restore leased
premises, or
(b) The LESSOR fails to restore the leased premises to a
condition substantially suitable for their intended use
within ninety (90) days of said fire, casualty or
taking.
The LESSOR reserves. and the LESSEE grants to the LESSOR,
all rights which the LESSEE may have for damages or injury
to the leased premises for any taking by eminent domain,
except for damage to the LESSEE's fixtures, property, or
equipment.
19. DEFAULT In the event that:
AND (a) The LESSEE shall default in the payment of any
BANKRUPTCY installment of rent or other sum herein specified and
(fill in) such default shall continue for ten (10) days after
written notice thereof; or
(b) The LESSEE shall default in the observance or
performance of any other of the LESSEE's covenants,
agreements, or obligations hereunder and such default
shall not be corrected within thirty (30) days after
written notice thereof; or
(c) The LESSEE shall be declared bankrupt or insolvent
according to law, or, if any assignment shall be made of
LESSEE's property for the benefit of creditors,
then the LESSOR shall have the right thereafter, while such
default continues, to re-enter and take complete possession
of the leased premises. to declare the term of this lease
ended, and remove the LESSEE's effects, without prejudice to
any remedies which might be otherwise used for arrears of
rent or other default. The LESSEE shall indemnify the LESSOR
against all loss of rent and other payments which the LESSOR
may incur by reason of such termination during the residue
of the term. If the LESSEE shall default, after reasonable
notice thereof, in the observance or performance of any
conditions or covenants on LESSEE's part to be observed or
performed under or by virtue of any of the provisions in any
article of this lease, the LESSOR, without being under any
obligation to do so and without thereby waiving such
default, may remedy such default for the account and at the
expense of the LESSEE. If the LESSOR makes any expenditures
or incurs any obligations for the payment of money in
connection therewith, including but not limited to,
reasonable attorney's fees in instituting, prosecuting or
defending any action or proceeding, such sums paid or
obligations insured, with interest at the rate of per cent
per annum and costs, shall be paid to the LESSOR by the
LESSEE as additional rent.
20. NOTICE Any notice from the LESSOR to the LESSEE relating to the
(fill in) leased premises or to the occupancy thereof, shall be deemed
duly served, if left at the leased premises addressed to the
LESSEE, or if mailed to the leased premises, registered or
certified mail, return receipt requested, postage prepaid,
addressed to the LESSEE. Any notice from the LESSEE to the
LESSOR relating to the leased premises or to the occupancy
thereof, shall be deemed duly served, if mailed to the
LESSOR by registered or certified mail, return receipt
requested, postage prepaid, addressed to the LESSOR at such
address as the LESSOR may from time to time advise in
writing. All rent notices shall be paid and sent to the
LESSOR at
21. SURRENDER The LESSEE shall at the expiration or other termination of
this lease remove all LESSEE's goods and effects from the
leased premises, (including, without hereby limiting the
generality of the foregoing, all signs and lettering affixed
or painted by the LESSEE, either inside or outside the
leased premises). LESSEE shall deliver to the LESSOR the
leased premises and all keys, locks thereto, and other
fixtures connected therewith and all alterations and
additions made to or upon the leased premises, in good
condition, damage by fire or other casualty only excepted.
In the event of the LESSEE's failure to remove any of
LESSEE's property from the premises, LESSOR is hereby
authorized, without liability to LESSEE for loss or damage
thereto, and at the sole risk of LESSEE, to remove and store
any of the property at LESSEE's expense, or to retain same
under LESSOR's control or to sell at public or private sale,
without notice any or all of the property not so removed and
to apply the net proceeds of such sale to the payment of any
sum due hereunder, or to destroy such property.
22. BROKERAGE INTENTIONALLY OMITTED
---------------------
(fill in or delete)
23. OTHER It is also understood and agreed that Unicore Software,
PROVISIONS -----------------
Inc. has option to renew lease for another five year term
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at no more than a 50% increase in rent.
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IN WITNESS WHEREOF, the said parties hereunto set their hands and seals this
5th day of January , 1996.
----------- -------------- --
Unicore Software, Inc. 114 Realty Trust
-------------------------------- ----------------------------------
LESSEE LESSOR
-------------------------------- ----------------------------------
by Xxxxxx Xxxxxx, President by Xxxxxx Xxxxxx, Trustee
--------------------------------
BROKER(S)
AMENDMENT TO COMMERCIAL LEASE
THIS AMENDMENT is made this 30th day of May , 1997 (the
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"Amendment"), by and between UNICORE SOFTWARE, INC., a Massachusetts corporation
with a principal place of business of 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxx,
Xxxxxxxxxxxxx ("Lessee") and Xxxxxx X. Xxxxxx, Trustee of 114 REALTY TRUST
("Lessor").
WHEREAS, Lessor and Lessee are parties to a certain Commercial Lease dated
January 5, 1996 ("Lease"), for the property known and identified as 0000
Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxxxx, such leasehold interest
consisting of two (2) units on the fourth (4th) floor and one (1) unit on the
third (3rd) floor (the "Premises").
WHEREAS, the parties to the Lease wish to amend the terms, conditions and
provisions of said Lease.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and the mutual modification of rights, the parties hereto
agree as follows:
1. Ratification and Confirmation. The Lease is hereby ratified and
-----------------------------
confirmed, except as amended, as set forth in this Amendment.
2. Increase in Taxes and Operating Expense. Notwithstanding anything to
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the contrary contained therein, Paragraphs 6(a) and 6(b) of the Lease are hereby
amended, such that the Base Year (as such term is defined in the Lease) shall be
1996, and Lessee shall pay to Lessor, as additional rent, when and as designated
by notice in writing by Lessor, one hundred (100%) percent of any tax escalation
or any increase in operating expenses that may occur in each year of the term of
the Lease, or any extension or renewal thereof, and proportionally for any part
of a fiscal year for taxes and any part of a calendar year for operating
expenses.
3. Use of Premises. Paragraph 8 of the Lease is hereby ratified,
---------------
confirmed and amended as follows: The Lessor shall use the Leased Premises only
for the purposes of operating a computer software development and sales
business, and to conduct all business operations ancillary or related thereto.
Notwithstanding anything to the contrary contained herein, in the event that the
Lessee wishes to sublet or assign its leasehold interest in the Premises, and
such sublessee's or assignee's business operations do not conform with such
stated and allowed use of the Premises, Lessor may, at its option, grant its
consent to such alternate use of the Premises, in accordance with the terms of
Paragraph 13 of the Lease, as amended. Lessor's consent shall not be
unreasonably withheld or delayed.
4. Fire Insurance. Notwithstanding anything to the contrary contained in
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Paragraph 10 of the Lease, Lessor, at its sole cost and expense, shall cause
fire and casualty insurance to be maintained on the Premises in such amounts as
may be determined by Lessor.
5. Assignment and Subletting. Notwithstanding anything to the contrary
-------------------------
contained in Paragraph 13 of the Lease, the Lessor consents to the merger of
near or even date by and between Lessee and Award Acquisition Sub Corp., a
wholly owned subsidiary of Award Software International, Inc. This Amendment
shall in no way be deemed to affect Lessee's requirement to obtain Lessor's
consent to any assignment or sublet of its leasehold interest in the Premises,
not otherwise provided for in this Paragraph, nor shall it affect Lessee's full
responsibility to Lessor for the payment of all rent and for the full
performance of the covenants and conditions of the Lease.
6. Lessee's Insurance. Notwithstanding anything to the contrary contained
--------------------
in Paragraph 17 of the Lease, Lessee shall maintain with respect to the Premises
and the property which the Premises are a part, comprehensive public liability
insurance in the amount of One Million and 00/100 ($1,000,000.00) Dollars for
injury or death to one person and Two Million and 00/100 ($2,000,000.00) Dollars
for injury or death to more than one person in the same accident with property
damage insurance in limits of Five Hundred Thousand and 00/100 ($500,000.00)
Dollars.
7. Option To Extend.
----------------
a. Option. So long as Lessee (or permitted successors or assigns) is
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not in default at or after the time of exercise of the option to extend as
set forth herein, and is still the Lessee on the date of exercise, Lessee
may extend this Lease for one (1) additional five (5) year term ("Extended
Term"). In order to exercise said option, Lessee shall, no later than six
(6) months prior to the expiration of the initial term, give Lessor written
notice to its intention to so extend. Rent for the Extended Term shall be
as hereinafter provided in Subparagraph (b) below.
b. Rent During Extended Term. Rent shall be payable during the Extended
-------------------------
Term in the same manner as during the initial term, except that for such
Extended Term, the annual (monthly) rate at which base rent is payable
shall be as follows:
Year Base Annual (Monthly) Rent
---- --------------------------
6 $85,800.00 ($7,150.00)
7 $93,600.00 ($7,800.00)
8 $101,400.00 ($8,450.00)
9 $109,200.00 ($9,100.00)
10 $117,000.00 ($9,750.00)
c. Assignment of Option. Lessee may assign its option to extend the
--------------------
term of the Lease, as provided in Subparagraph (a), provided that on or
before such time Lessee notifies Lessor of its exercise of its option to
extend, Lessee requests from, and receives, Lessor's consent to such
assignment. Lessor's consent to such assignment shall not be unreasonably
withheld or delayed. In the event that such consent is granted, Lessee
shall remain liable to Lessor for the payment of all rent and for the full
performance of the covenants and conditio ns under the Lease, as extended.
IN WITNESS WHEREOF, the parties hereunto have set their hands and seals
this 30th day of May , 1997.
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LESSEE:
UNICORE SOFTWARE, INC.
By:
----------------------------------
Xxxxxx X. Xxxxxx, President
LESSEE:
114 REALTY TRUST
By:
----------------------------------
Xxxxxx X. Xxxxxx, Trustee
2nd AMENDMENT TO COMMERCIAL LEASE
THIS 2nd AMENDMENT to COMMERCIAL LEASE is made as of the first 1st day of
September, 1997 (the "Amendment"), by and between UNICORE SOFTWARE, INC., a
Massachusetts corporation with a principal place of business of 0000 Xxxxxxxx
Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxxxx ("Lessee") and Xxxxxx X. Xxxxxx, Trustee of
114 REALTY TRUST ("Lessor").
WHEREAS, Lessor and Lessee are parties to a certain Commercial Lease dated
January 5, 1996 ("Lease"), for the property known and identified as 0000
Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxxxx, such leasehold interest
consisting of two (2) units on the fourth (4th) floor and one (1) unit on the
third (3rd) floor (the "Original Premises").
WHEREAS, Lessee has requested that Lessor rent additional space to the
Lessee consisting of the other third (3rd) floor unit, which Lessor is willing
to do on the terms and conditions herein appearing:
WHEREAS, the parties to the Lease enter into that certain Amendment to
Commercial Lease dated May 30, 1997 (the "First Amendment");
WHEREAS, the parties to the Lease wish to further amend the terms,
conditions and provisions of said Lease so as to add the additional third (3rd)
floor unit to the Lease.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and the mutual modification of rights, the parties hereto
agree as follows:
1. Ratification and Confirmation. The Lease as affected by the First
-----------------------------
Amendment is hereby ratified and confirmed, except as amended as set forth in
this Amendment.
2. Expansion of Leasehold Premises.
-------------------------------
Lessor and Lessee hereby agree that additional third (3rd) floor unit shall
be added to the Original Premises such that the total leasehold premises shall
now consist of two units on the fourth (4th) floor and two units on the third
(3rd) floor, which taken together are sometimes hereinafter referred to as the
"Amended Premises".
3. Increase in Rent. In consideration of Lessor making available to
----------------
Lessee the additional third (3rd) floor unit, the parties agree that Paragraph 4
of the Lease is hereby amended to read as follows:
The Lessee shall pay the Lessor rent at the rate set forth below:
Annual Amount Monthly Amount
------------- --------------
(in advance, on the first of
each month)
September 1 - December 31, 1997 $ 26,666.66 $6,666.66
January 1 - December 31, 1998 $ 96,000.00 $8,000.00
January 1 - December 31, 1999 $104,000.00 $8,666.66
January 1 - December 31, 2000 $104,000.00 $8,666.66
3. Rent During Extended Term. Lessor and Lessee agree that Paragraph 7(b)
-------------------------
of the First Amendment is hereby amended to read as follows:
Year Base Annual (Monthly) Rent
---- --------------------------
6 (1-1 to 12-31-01) $114,400.00 ($9,533.33)
7 (1-1 to 12-31-02) $124,800.00 ($10,400.00)
8 (1-1 to 12-31-03) $135,200.00 ($11,266.66)
9 (1-1 to 12-31-04) $145,600.00 ($12,133.33)
10 (1-1 to 12-31-05) $156,000.00 ($13,000.00)
IN WITNESS WHEREOF, the parties hereunto have set their hands and seals as
of the 1st day of September, 1997.
LESSEE:
UNICORE SOFTWARE, INC.
By: ________________________
Xxxxxx X. Xxxxxx, President
LESSOR:
114 REALTY TRUST
By: ________________________
Xxxxxx X. Xxxxxx, Trustee
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