EXHIBIT 10.23
L E A S E
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THIS AGREEMENT made and executed this first day of November, 1995 by and between
CSW Associates, hereinafter called the Landlord, and Fieldworks, Inc.,
hereinafter called the Tenant, and witnesseth, that Landlord has agreed to, and
does hereby, let unto Tenant the premises known as 0000 Xxxxxxxx Xxxxx, Xxxxx
X0, Xxxxx Xxxxxxx, XX for the term of 24 months, commencing the 1 Day of Nov
1995 and ending at midnight on Oct. 31, 1997. The rent shall be set at an
initial rate of $1742 per month for the first year. In subsequent years, the
rent may be adjusted for the prorata share of increases in local, school and
county property taxes, prorated extra costs exceeding $2,000 for snow removal
and increases in the Consumer Price Index with the base year beginning January
1, 1994. In no case shall the portion of the rent increase due to CPI be more
than 5% in any given year. Rent shall be payable in monthly installments by
check to with the first installment payable on the execution of this Agreement
and the remaining installments payable in advance on the first day of each
ensuing month at the office of CSW Associates, 000 Xxxxxxxx Xxxxxx, Xxxxx
Xxxxxxx, XX 00000 and Tenant does hereby covenant and agree as follows:
1. That he will, and does, hereby take and hold said premises as a Tenant
for the term of 24 months.
2. That he will pay said rent, at the time specified, without deduction
or demand.
3. That he will not transfer nor assign this Agreement, nor let nor
sublet the whole or part of said premises the written consent of
Landlord first. Consent will not be unreasonably without withheld.
4. That he will keep said premises in good order and condition, and
surrender same at the expiration of the term herein in the same order
in which they are received, usual wear and tear and damages resulting
from acts not caused by Tenant's negligence excepted.
5. That he will allow Landlord or its agents to have access to said
premises at any time for the purpose of inspection, or in the event of
fire or other property damage, or for the purpose of installing or
removing screens and awnings, or for the purpose of making any repairs
Landlord considers necessary or desirable within a 9 am - 5 pm period
with a one-week notice required, except in any emergency situation, or
to show property to future tenants.
6. That he will give Landlord prompt notice of any defects or breakage in
the structure, equipment or fixtures of said premises.
7. That he will not make any alterations or additions to the structure,
equipment or fixtures of said premises, or do any redecorating or
repainting without the written consent of the Landlord. Consent will
not be unreasonably withheld.
8. The Tenant is responsible for his own electric costs, phone, natural
gas and sewer bills. The Landlord will provide public water, outdoor
lighting, maintenance of exterior of building and snow removal. Tenant
is responsible for Janitorial Services for their space
and it is understood that Tenant A1 & A2 will share the expense and
responsibility to clean & maintain the entrance hallway outside
suite.
9. That he will conform to the rules and regulations made or hereafter
made by Landlord for the management of the building.
10. That all personal property placed in the leased premises or in any
other portion of said building or place appurtenant thereto, shall be
at the sole risk of the Tenant or the parties owning the same, and the
Landlord shall in no event be liable for the loss, destruction, theft
of or damage to such property.
11. That the Landlord shall not be liable or responsible for any loss,
injury or damage from any cause whatever to the Tenant, any
member of the Tenant's family, any guest or visitor of the Tenant or
to another person or to any property at any time within said rented
suite.
In the event of default after 10 days notice from Landlord to Tenant in the
payment of any installment of rent, the Tenant hereby authorizes and empowers
the Prothonotary or any attorney of any County of Record to appear for and to
confess judgement against Tenant and in favor of Landlord for the entire amount
of the rent reserved herein or for any part thereof then remaining unpaid with
costs of suit, with 15% added for attorney fees and costs.
Landlord and Tenant agree that timely payment of the rental and performance
of all terms and conditions of this Lease Agreement is of the essence of this
Lease Agreement. If the monthly rental shall not have been paid after the 5th of
each month when the rental shall have been due, the Tenant agrees to pay the
late charge of $5.00 per day retroactive to the day when the payment was due to
compensate Landlord for additional administrative costs, expenses and liquidated
damages caused by the late payment. If payment is made to Landlord at the proper
address by first-class mail postage prepaid, then the date of the postmark shall
be the date of payment.
Option to Renew: Tenant may extend the term of the Lease Agreement for two
(2) additional two-year periods by giving notice to Landlord in writing of
Tenant's intention to do so not later than ninety (90) days prior to the
expiration of the current term of this Lease. Tenant's right to so extend the
Lease term shall be subject to the following conditions:
(1) If Tenant is in default at any time during the term of this Lease, any
option to extend the term shall become immediately null and void
without notice to Tenant; and
(2) All the terms, covenants and provisions of this Lease shall apply to
such extended term, with the express exception of rent and prorated
share of increases as written in first paragraph off this Lease
Agreement.
Damage or Destruction: If the leased premises or the building should be
damaged or destroyed during the term of this Lease by fire or other insurable
casualty, Landlord shall, subject to the time that elapses due to adjustment of
fire insurance, repair and/or restore the same to substantially the condition it
was in immediately prior to such damage or destruction, except as otherwise
noted in this Paragraph. Landlord's obligation under this Paragraph shall, in no
event, exceed the scope of the work required to be done by Landlord in the
original construction of the building. Landlord shall not be required to replace
or restore any trade
fixtures, signs or other installations theretofore installed by Tenant. Rent
payable under this Lease shall be abated proportionately according to the floor
area of the leased premises which is usable by Tenant, there shall be not
abatement of rent. Such abatement shall continue for the period commencing with
such damage or destruction and ending with the completion by Landlord of such
work of repair and/or reconstruction as Landlord is obligated to do. If,
however, the leased premises or the building should be damaged or destroyed by
any cause so that Landlord shall decide to demolish or to completely rebuild the
leased premises or the building, Landlord may, within sixty days after such
damage or destruction, give Tenant written notice of such decisions and
thereupon this Lease shall be deemed to have terminated as of the date of the
damage or destruction and Tenant shall immediately quit and surrender the leased
premises to Landlord. Tenant is to provide adequate insurance to cover tenant
improvements and equipment.
Confession of Judgement in Ejectment: Should the said Tenant break, or
even attempt to break, evade, or attempt to evade, any of the covenants or
conditions of this Lease, or should he make any assignment for the benefit of
creditors, or commit any act of bankruptcy, or become insolvent, than all of the
said Tenant's right, title and interest in the within Lease shall forthwith
cease, end and determine, and the said Landlord shall be entitled to the
immediate possessions of the herein leased premises and the said Landlord may
file an action in ejectment in the Court of Common Pleases of Centre County, PA
for said premises as if a summons had been regularly issued out of said Court at
the suit of the said Landlord against the said Tenant and had been duly served
and so returned by the Sheriff, and upon the filing of a suggestion covenants of
such Lease file therein by said Landlord, or any agent of the said Landlord, the
said Landlord for the premises herein leased and to direct the immediate issuing
of a Write and Habere Facias Possessionem, with the Clause of Fieri Facias for
costs, waiving all irregularities, without notice, and without asking Leave of
Court, and without Stay of Execution, Right of Appeal, and Right to have
Judgement Opened.
And it is further agreed that, upon the breach by the Tenant of any
Agreement of covenant herein, the Landlord may, within 10 days written notice
via certified mail to rectify the situation, re-enter and repossess said
premises and re-rent the same or substitute other tenants therein and exercise
general supervision and control over said premises for the balance of said term,
and that no such re-entry or re-letting or exercise of right or control over
said premises by the Landlord shall be construed as a surrender or acceptance of
a surrender of said premises by the Tenant, but shall be an option granted by
the Landlord and reserved by the Landlord to protect its rights and those of the
Owner of said property; that no such re-entry, substitution of tenants or re-
letting of said premises shall be construed as abatement of the rental,
hereinabove agreed to get paid, or as a waiver of the Tenant's liability
therefore, provided however, that any amount so received from any substituted
Tenant after deducting all proper charges, costs, expenses and damages,
including any property attorney's fees, incurred by the Landlord, shall be
credited to the Tenant who shall in any and all such events remain liable for
the full amount of rental therefore. This Lease shall be interpreted and
construed in accordance with the laws of the State of Pennsylvania.
Tenant is responsible for contents and insuring same.
IT IS FURTHER MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS:
1. The Landlord shall be under no liability to Tenant due to any
discontinuance of heat, hot water, elevator service, if such service is
furnished or for the discontinuance of any other service caused by
accidents,, breakage or strikes or for any accident or damage caused by the
handling of electric wires or lights, and the Landlord shall not be liable
for loss of or damage to property of Tenant caused by moths,
termites, or other vermin, or by rain, snow, water or stream that may leak
into or flow from any part of said premise through any defects in the roof
or plumbing, or from any other source.
2. At beginning of the Lease, Tenant shall deposit with Landlord the sum of
$1742 as security for the full and faithful performance by Tenant of all
terms, covenants and conditions of this Lease to be performed by Tenant
against which sum Landlord is authorized to charge any damages occasioned
by Tenant's not fully and faithfully performing any of said terms,
covenants and conditions. At the expiration of the term of this Lease
returned to the Tenant, but only after an inspection of the premises has
been made after vacation thereof by Tenant and before occupancy by another
Tenant.
IN TESTIMONY WHEREOF, the respective parties have hereunto set their hands
and seals the day and year first hereinbefore written.
BY: _____________________________________________
(TENANT) Re/Max Centre Realty Agent for CSW Assoc.
Xxxxxxxx X. Xxxxxxx
I hereby guarantee the faithful
performance of the terms of this
Lease.
BY: ______________________________________________
By /s/ Xxxxx Xxxxxx
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Paragon/FieldWorks, Inc.
By /s/ Xxxx X. Xxxxxx
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Paragon/FieldWorks, Inc.
