LEASE AGREEMENT
THIS LEASE, made this 20th day of December, 1996, by
and between VPB Realty (hereinafter called "Landlord"), and
Delsoft Consulting, Inc. (hereinafter called "Tenant");
W I T N E S S E T H :
1. PREMISES. The Landlord, for and in consideration of
the rents, covenants, agreements, and stipulations hereinafter
mentioned, reserved, and contained, to be paid, kept and
performed by the Tenant, has leased and rented, and by these
presents does lease and rent, unto the said Tenant, and said
Tenant hereby agrees to lease and take upon the terms and
conditions which hereinafter appear, the following described
property (hereinafter called "Premises"), to wit:
consisting of approximately 2,272 square feet of finished office
space, Building 100, Units 105 and 106 and being known as a part
of Sun Valley Business Park. The attached floor plan (Exhibit
"A") represents an approximation of the Premises to be leased
pursuant to this Lease.
2. TERM. To have and to hold for a term of three years
beginning on the 1st day of _________________, 1996, and ending
on the 31st day of ____________________, 19___ at midnight,
unless sooner terminated as hereinafter provided.
In the event the Premises are ready for occupancy prior to
the commencement date of the term of this Lease and Tenant
chooses to occupy the Premises at that time, all terms, covenants
and conditions of this Lease shall be in full force and effect as
of such date. Tenant shall pay a prorated share of the monthly
rental payment for any partial calendar month during which Tenant
occupies of the Premises.
3. RENTAL. Tenant agrees to pay Landlord, by payments to
000 Xxx Xxxxxx Xxxxx, Xxxxx X-0, Xxxxxxx, Xxxxxxx 00000 promptly
on the first day of each month in advance, during the term of
this lease, a monthly rental of [See Special Stipulation 36(b)].
Tenant hereby acknowledges that if any monthly payment of
rent or any monies due hereunder from Tenant shall not be
received by Landlord or the Managing Agent of Landlord within ten
days after such payment is due, then Tenant shall pay the
Landlord a late charge equal to 5% of such delinquent amount.
4. FIRST MONTH'S RENT IN ADVANCE AND SECURITY DEPOSIT.
Upon execution of this Lease by Tenant, Tenant shall pay the
first month's rent and security deposit, receipt of which is
acknowledged by Landlord. Interest shall not accrue on said
monies and in the event of any default by Tenant hereunder, such
amounts may be applied to any amounts owed by Tenant to Landlord.
5. UTILITY BILLS. Tenant shall pay all utility bills,
including, but not limited to, gas, electricity, fuel, light, and
heat bills, for the Premises and Landlord shall pay all charges
for garbage collection services or other sanitary services
rendered to the Premises or used by Tenant in connection
therewith. Tenant shall be responsible for and shall pay when
due all taxes levied against any personal property or trade
fixtures placed by Tenant in the Premises. This Paragraph is
subject to Paragraph 13 of the Rules and Regulations. Tenant
shall pay for any janitorial services to the Premises.
6. USE OF PREMISES. The Premises shall be used for
general office purposes and no other purposes and in accordance
with the Rules and Regulations. The Premises shall not be used
for any illegal purposes, nor in any manner to create any
nuisance or trespass; nor in any manner to vitiate the insurance
or increase the rate of insurance on Premises.
7. ABANDONMENT OF PREMISES. Tenant agrees not to abandon
or vacate Premises during the period of this Lease, and agrees to
use said Premises for the purpose herein leased until the
expiration hereof.
8. REPAIRS BY LANDLORD. Landlord agrees to keep in good
repair the tool, foundations, and exterior walls of the Premises
and underground utility and sewer pipes outside the exterior
walls of the Building, except repairs rendered necessary by the
negligence of Tenant, its agents, employees, or invitees.
Landlord agrees to keep the plumbing, electrical, heating and air
conditioning systems in reasonably good working order and
condition consistent with the capacity and capabilities of such
systems and except that Landlord will not be required to repair
damages or malfunctions caused by excessive use or misuse by
Tenant, its employees, contractors, or invitees, it being agreed
that Tenant shall be responsible for such repairs. Landlord
shall be under no obligation to inspect said Premises. Tenant
shall promptly report in writing to Landlord any defective
condition known to it which Landlord is required to repair.
9. REPAIRS BY TENANT. Tenant accepts the Premises in
their present condition and as suited for the uses intended by
Tenant, without warranty or representation by Landlord, and
Tenant agrees to return said Premises to Landlord at the
expiration, or prior to termination, of this Lease in as good
condition and repair as when first received, natural wear and
tear, damage by storm, live, lightning, earthquake or other
casualty alone excepted. Tenant shall not make alterations to
the Premises without the consent of Landlord. Excepting the
repair responsibilities of Landlord described in Paragraph 8,
Tenant shall keep the Premises in good condition and repair.
11. DESTRUCTION OF, OR DAMAGE TO PREMISES. If the Premises
are totally destroyed by storm, fire, lightning, earthquake or
other casualty, this Lease shall terminate as of the date of such
destruction, and rental shall be accounted for as between
Landlord and Tenant as of that date. If Premises are damaged but
not wholly destroyed by any such casualty, rental shall xxxxx in
such proportion as use of Premises has been destroyed, and
Landlord shall restore Premises to substantially the same
condition as before damage as soon as reasonably possible,
whereupon full rental shall recommence.
12. INDEMNITY. Tenant and Landlord agree to indemnity and
save each other harmless against claims and liability to persons
and property caused by each's negligence or that of their
employees, and all expenses incurred by Tenant or Landlord as a
result thereof, including attorney fees and court costs.
13. GOVERNMENTAL ORDERS. Tenant agrees, at his own
expense, to promptly comply with all requirements of any legally
constituted public authority made necessary by reason of Tenant's
occupancy of said Premises. Landlord agrees to promptly comply
with any requirements if not made necessary by reason of Tenant's
occupancy.
14. CONDEMNATION. If the whole of the Premises, or such
portion thereof as will make Premises unusable for the purposes
herein leased, be condemned by any legally constituted authority
for any public use or purpose, then in either of said events the
term hereby granted shall cease from the date when possession
thereof is taken by public authorities, and rental shall be
accounted for as between Landlord and Tenant as of said date.
Such termination, however, shall be without prejudice to the
rights of either Landlord or Tenant to recover compensation and
damage caused by condemnation from the condemnor; provided,
however, Tenant shall not be entitled to claim compensation for
items which would reduce Landlord's award. It is further
understood and agreed that neither the Tenant nor Landlord shall
have any authority notwithstanding the termination of the lease
as herein provided. Landlord agrees to pay to Agent, from the
award made to Landlord under condemnation, the balance of lease
commissions, reduced to then present cash value, as provided in
Paragraph 15 hereof, and Agent may become a party to the
condemnation proceeding for the purpose of enforcing its rights
under this paragraph.
15. ASSIGNMENT AND SUBLETTING. Tenant may sublease
portions of the Premises to others provided such sublessee's
operation is a part of the general operation of Tenant and under
the supervision and control of Tenant, and provided such
operation is within the purposes for which said Premises shall be
used. Except as provided in preceding sentence, Tenant shall
not, without the prior written consent of Landlord, assign this
Lease or any interest hereunder, or sublease Premises or any part
thereof, or permit the use of Premises by any party other than
Tenant. Consent to any assignment or sublease shall not destroy
this provision, and all later assignments or subleases shall be
made likewise only on the prior written consent of Landlord. An
assignee of Tenant, at option of Landlord, shall become directly
liable to Landlord for all obligations of Tenant hereunder, but
no sublease or assignment by Tenant shall relieve Tenant of any
liability hereunder.
16. REMOVAL OF FIXTURES. Tenant may (if not in default
hereunder) prior to the expiration of this Lease, or any
extension thereof, remove all fixtures and equipment which he has
placed in the Premises, provided Tenant repairs all damages to
premises caused by such removal.
17. DEFAULT. (a) The following events shall be deemed to
be Events of Default by Tenant under this Lease: (i) Tenant
shall fail to pay any installment of rent or any other charge or
assessment against Tenant pursuant to the terms hereof when due
and shall not cure such failure within five (5) days after notice
thereof to Tenant; (ii) Tenant shall fail to comply with any
term, provision, covenant or warranty made under this Lease by
Tenant, other than the payment of rent or any other charge or
assessment payable by Tenant, and shall not cure such failure
within thirty (30) days after notice thereof to Tenant; (iii) any
court of competent jurisdiction shall enter, with regard to
Tenant a decree or order for relief in an involuntary case under
the federal bankruptcy laws, as now or hereafter constituted, or
any other applicable federal or state bankruptcy, insolvency or
other similar law, or a decree or order appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of Tenant or for any substantial part of
Tenant's property, or for a decree or order ordering the winding
up or liquidation of Tenant's affairs, and any such decree or
order shall continue unstayed and in effect for a period of
thirty (30) days; (iv) Tenant shall commence a voluntary case
under the federal bankruptcy laws, as now constituted or
hereafter amended, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or Tenant shall
consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of Tenant or for any substantial part of
Tenant's property; (v) Tenant shall abandon or vacate all or any
portion of the Premises or fail to take possession thereof as
provided in this Lease; or (vi) Tenant shall do or permit to be
done anything which creates a lien of any nature or whatsoever
upon the Premises.
(b) Upon the occurrence of any of the aforesaid Events of
Default, Landlord shall have the option to pursue any one or more
of the following causes of action without any further notice or
demand whatsoever: (i) terminate this Lease, in which event
Tenant shall immediately surrender the Premises to Landlord, but
if Tenant fails to do so, Landlord may, without prejudice to any
other remedy which it may have for possession or arrearages in
rent, enter upon and take possession of the Premises and expel or
remove Tenant and its effects and any other person, by force if
necessary, without being liable for prosecution or any claim of
damages therefor; and Tenant hereby agrees to indemnify Landlord
for loss and damage which Landlord may suffer by reason of such
termination, whether through inability to relet the Premises or
through decrease in rent or otherwise, and/or (ii) declare the
entire amount of the rent required to be paid hereunder by Tenant
which would become due and payable during the remainder of the
Term to be due and payable immediately, in which event, Tenant
agrees to pay the same at once, together with all rents
theretofore due, at Landlord's address as provided herein;
provided, however, that such payment shall not constitute a
penalty for forfeiture or liquidated damages, but shall merely
constitute payment in advance of the rent for the remainder of
the Term. Upon making such payment, Tenant shall receive from
Landlord all rents received by Landlord from other tenants on
account of the Premises during the Term, provided that the monies
to which Tenant shall so become entitled shall in no event exceed
the entire amount actually paid by Tenant to Landlord pursuant to
the preceding sentence, less all costs, expenses and attorney
fees of Landlord incurred in connection with the termination of
this Lease, eviction of Tenant and reletting of the Premises and
the acceptance of such payment by Landlord shall not constitute a
waiver of any failure of Tenant thereafter occurring to comply
with any term, provision, condition or covenant of this Lease,
and/or (iii) enter Premises as the agent of Tenant by force if
necessary; without being liable to prosecution or any claim for
damages therefor, and relet the Premises as the agent of Tenant
receive the rent therefor and Tenant shall pay Landlord any
deficiency that may arise by reason of such reletting on demand
at the office of Landlord and/or (iv) as agent of Tenant, do
whatever Tenant is obligated to do by the provisions of this
Lease and Landlord may enter the Premises, by force if necessary,
without being liable to prosecution or any claims for damages
therefor, in order to accomplish this purpose. Tenant agrees to
reimburse Landlord immediately upon demand for any expenses which
Landlord may incur in this effecting compliance with this Lease
on behalf of Tenant, and Tenant further agrees that Landlord
shall not be liable for any damages to Tenant from such action,
unless caused by the negligence of Landlord or otherwise.
(c) Any reletting of the Premises by Landlord as the agent
of the Tenant shall not terminate this Lease and may be such a
term, rent amount, and other conditions as Landlord deems
desirable, without advertisement and by private negotiations.
Tenant shall reimburse Landlord for all Landlord's costs,
expenses and attorney fees in connection with such reletting,
including, without limitations all commissions and advertising
costs. No action taken by or on behalf of Landlord shall be
construed to be an acceptance of a surrender of the Premises and
no agreement to accept a surrender of the Premises shall be valid
unless in writing and executed by Landlord. In determining the
amount of loss or damage which Landlord may suffer by reason or
termination of this Lease or the deficiency arising by reason of
any reletting of the Premises by Landlord as above provided,
allowance shall be made for expense of repossession and any
repairs or remodeling undertaken by Landlord following
repossession and there shall be added to the amount of Rent due
to Landlord as herein provided, all costs and expenses incurred
by Landlord in the enforcement of this Lease, including, without
limitation, the fees of Landlord's attorneys.
18. EXTERIOR SIGNS. Tenant shall place no signs upon the
outside walls or roof of the Premises except with the written
consent of the Landlord. Any and all signs placed within the
Premises by Tenant shall be maintained in compliance with rules
and regulations governing such signs and the Tenant shall be
responsible to Landlord for any damage caused by installation,
use, or maintenance of said signs, and Tenant agrees upon removal
of said signs to repair all damage incident to such removal.
19. ENTRY FOR CARDING, ETC. Landlord may card premises
"For Rent" or "For Sale" thirty (30) days before the termination
of this Lease. Landlord may enter the Premises at reasonable
hours to exhibit same to prospective purchasers or tenants and to
make repairs required of Landlord under the terms hereof, or to
make repairs to Landlord's adjoining property, if any.
20. EFFECT OF TERMINATION OF LEASE. No termination of this
Lease prior to the normal ending thereof, by lapse of time or
otherwise, shall affect Landlord's right to collect rent for the
period prior to termination thereof.
21. MORTGAGEE'S RIGHTS. Tenant's rights shall be subject
to any bonafide mortgage or deed to secure debt which is now or
may hereafter be placed upon the Premises by Landlord. The terms
of this provision shall be self-operative; provided however,
Tenant upon the request of any party in interest shall promptly
execute, deliver, and record, such instruments or certificates as
may be reasonably required to carry out the intent of this
Paragraph. In addition, at the request of Landlord, Tenant shall
execute and deliver instruments which provide that in any
proceedings or foreclosure of under any security deed or mortgage
or in the event of transfer of title by deed in lieu of
foreclosure to any mortgagee or designee thereof, Tenant at the
election and request of any mortgagee or designee thereof shall
attorn to the purchase at foreclosure under the security deed or
to any mortgagee or designee of mortgagee as the "Landlord" under
this Lease.
22. NO ESTATE IN LAND. This contract shall crate the
relationship of Landlord and Tenant between the parties hereto;
no estate shall pass out of Landlord. Tenant has only a
usufruct, not subject to levy and sale, and not assignable by
Tenant except by Landlord's consent.
23. LATE MOVE-IN. In the event Landlord fails, for any
reason whatsoever, to deliver possession of the Premises to
Tenant on or before the commencement date of the term hereof,
this Lease shall not be void or voidable, nor shall Landlord be
liable to Tenant for any loss or damage resulting therefrom.
24. HOLDING OVER. If Tenant remains in possession of
Premises after expiration of the term hereof, with Landlord's
acquiescence and without any express agreement of parties, Tenant
shall be a tenant at will at rental rate in effect at end of
Lease; and there shall be no renewal of this Lease by operation
of law.
25. ATTORNEY'S FEES AND HOMESTEAD. If any rent owing under
this Lease is collected by or through an attorney at law, Tenant
agrees to pay ten percent (10%) thereof attorney's fees. Tenant
waives all homestead rights and exemptions which he may have
under any law as against any obligation owing under this Lease.
Tenant hereby assigns to Landlord his homestead and exemption.
26. RIGHTS CUMULATIVE. All rights, powers and privileges
conferred hereunder upon parties hereto shall be cumulative but
not restrictive to those given by law.
27. SERVICE OF NOTICE. Tenant hereby appoints as his agent
to receive service of all dispossessory or distraint proceedings
and notices hereunder, and all notices required under this Lease,
the person in charge of Premises at the time, or occupying said
Premises; and if no person is in charge of, or occupying said
Premises, then such service or notice may be made by attaching
the same on the main entrance to said Premises. A copy of all
notices under this Lease shall also be sent to Tenant's last
known address, if different from said Premises. If notice
address different from the address of the occupant, all notices
shall be sent to the address below:
_________________________________________________________________
28. WAIVER OF RIGHTS. No failure of Landlord to exercise
any power given Landlord hereunder, or to insist upon strict
compliance by Tenant with his obligation hereunder, and no custom
or practice of the parties at variance with the terms shall
constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.
29. TIME OF ESSENCE. Time is of the essence of this
agreement.
30. DEFINITIONS. "Landlord" as used in this Lease shall
include his heirs, representatives, assigns and successors in
title to Premises. "Tenant" shall include his heirs and
representatives, and if this Lease shall be validly assigned or
sublet, shall include also Tenant assignees or sublessees, as to
premises covered by such assignment or sublease. "Agent" shall
include his successors, assigns, heirs, and representatives.
"Landlord", "Tenant", and "Agent", include male and female,
singular and plural, corporation, partnership or individual, as
may fit the particular parties.
31. LIABILITY INSURANCE. Tenant agrees to carry
Comprehensive General Liability insurance and in amount not less
than $500,000 per bodily injury and property damage liability.
Such coverage shall name Landlord as an additional named
insurance. Tenant shall provide to Landlord certificates of
insurance evidencing such coverage.
32. WAIVER OF SUBROGATION PROPERTY INSURANCE. Landlord
and Tenant hereby release each other and their respective
officers, directors, employees and agents from liability or
responsibility for any loss or damage to property or persons
insured under the policies maintained by Landlord and Tenant with
respect to the Premises. Landlord's and Tenant's aforesaid
policies or insurance shall contain an endorsement recognizing
this release and waiving all rights of subrogation by their
respective insurance carriers.
33. ESTOPPEL CERTIFICATES. Within ten (10) days after any
requests therefor by Landlord, Tenant shall execute, acknowledge,
and deliver to Landlord a written certificate acceptable to
Landlord certifying if the same be true as to such matters
relating to this Lease, the Premises or the Tenant, as Landlord
shall reasonably request, or, if the same be not true, stating
the manner in and the extent to which the same not be true.
34. FORCE MAJEURE. In the event of strike, lockout, labor
trouble, civil commotion, act of God, or any other cause
(collectively herein "force majeure") outside and beyond
Landlord's control, resulting in the impairment of Landlord's
ability to perform any obligation or provide any service
hereunder, this Lease shall not terminate except at Landlord's
election, and Tenant's obligation to pay Annual Rental,
additional rental and all other charges and sums due payable by
Tenant shall not be altered or excused and Landlord shall not be
considered to be in default under this Lease or liable in damages
to Tenant in any manner.
35. BROKER COMMISSION. Landlord agrees to pay N/A
(hereinafter called "Agent"), as compensation for services
rendered in procuring this Lease, the first month's rent plus
five percent (5%) of all rents received thereafter, payable from
rents received. If the term of this Lease is extended or renewed
or if a new Lease is entered between Landlord and Tenant covering
the premises, or any part thereof, or covering any other Premises
as an expansion thereof or substitute for Premises herein leased,
then in either of said events, Landlord, in consideration of
Agent's having procured Tenant hereunder, agrees to pay Agent 5%
of all rentals thereafter paid under such new Lease. Agent
agrees that in the event Landlord sells the Premises, and upon
Landlord's furnishing Agent with an agreement by Purchaser
assuming Landlord's obligations to Agent under this Lease,
Landlord will be thereafter released from any further obligations
to Agent hereunder and Agent will execute any additional release
which Landlord may request. Agent is party to this contract
solely for the purpose of enforcing his rights under this
paragraph and it is understood by all parties hereto that Agent
is acting solely in the capacity as Agent for Landlord, to who
Tenant must look as regards all covenants, agreements and
warranties herein contained, and that Agent shall never be liable
to Tenant in regard to any matter which may arise by virtue of
this Lease. Monthly commissions are payable to Agent within ten
(10) days of receipt by Landlord of Tenant's monthly rent.
36. SPECIAL STIPULATIONS. In so far as the following
stipulations conflict with any of the foregoing provisions, the
following shall control:
Special Stipulations attached hereto and by reference made a
part hereof.
Signed, sealed and delivered as
to Landlord, in the presence of:
/s/ Xxxxxxx X. Xxxxxx /s/
----------------------------- -------------------------(SEAL)
Notary Public (Landlord)
/s/
-------------------------(SEAL)
(Landlord)
Signed, sealed and delivered as
to Tenant, in the presence of:
/s/
-------------------------(SEAL)
(Tenant)
/s/ Xxxxxxx X. Xxxxxx
----------------------------
Notary Public
/s/
-------------------------(SEAL)
(Tenant)
Signed, sealed and delivered as
to Broker, in the presence of:
------------------------------- -------------------------------
Notary Public (Agent)
SPECIAL STIPULATIONS
LANDLORD: VPB Realty
TENANT: Delsoft Consulting Inc.
PROPERTY: Xxxxxxxx 000, Xxxx 000 & 000 Xxxxxxx,
Xxxxxxx 00000
36(a). SECURITY DEPOSIT: Tenant has deposited with Landlord
the sum of $2500.00 as a security deposit which shall be held by
Landlord, without liability for interest thereon, as security for
the full and faithful performance by Tenant of each and every
term, covenant, and condition of this Lease on the part of the
Tenant to be observed and performed. If, from time to time, any
of the rents herein set forth or any other charges or sums
payable by Tenant to Landlord shall be overdue and unpaid or
should Landlord make payments on behalf of the Tenant, or should
Tenant fail to perform any of the terms of this Lease, and Tenant
is in default hereunder and does not cure said default pursuant
to Section 17 herein, then Landlord may, at its option, from time
to time and without prejudice to any other remedy which Landlord
may have on account thereof, appropriate and apply the security
deposit, or so much thereof as may be necessary to compensate
Landlord toward the payment of the rents, charges or other sums
due from the Tenant, or resulting from such default on the part
of the Tenant; and in such event Tenant shall forthwith upon
demand restore the security deposit to the original sum
deposited. In the event Tenant shall fully and faithfully comply
with all of the terms, covenants, and conditions of the lease and
pay all of the rentals as they become due and all other charges
and sums payable by Tenant to Landlord, the security deposit
shall be returned in full to Tenant within thirty (30) days after
the date of the expiration or sooner termination of the Lease and
surrender of the Premises by Tenant in compliance with the
provision of the Lease.
36(b). RENTAL RATE: Rental as noted in Paragraph #3 shall be
as follows:
First 12 months $2,500.00 per month
Second 12 months $2,625.00 per month
Third 12 months $2,756.00 per month
36(c). OPTION TO RENEW: Tenant shall have an option to renew
lease for a one (1) year term with a ninety (90) day prior
written notice to Landlord. Rental rate for the renewal term
shall be $2,894.00 per month.
INITIALS: Tenant: _________ Landlord:_________
