EXHIBIT 10.21
TEXAS ASSOCIATION OF REALTORS
COMMERCIAL LEASE
This lease agreement is made and entered into by and between ▇▇▇▇▇
BUILDING LTD (Landlord) and ▇▇▇▇ SOLUTIONS (Tenant). Landlord hereby leases to
Tenant and Tenant hereby leases from Landlord that certain property with the
improvements thereon, containing approximately 263 square feet, hereinafter
called the "leased premises", known as ▇▇▇▇▇ ▇▇▇▇▇ BUILDING 1150 Lakeway Dr. Ste
218 & 219 (Address), Lot________, Block________, ___________Addition, City of
LAKEWAY, ▇▇▇▇▇▇ County, Texas; or as more particularly described below or on
attached exhibit:
The primary term of this lease shall be 1 YEAR commencing on the 1ST day
of JANUARY, 1999, and ending on the 31ST day of DECEMBER 1999,______, upon the
following terms, conditions, and covenants:
1. TAXES. each year during the term of this lease, Landlord shall pay real
estate taxes assessed against the leased premises in an amount equal to the
total real estate taxes assessed against the leased premises in the base year.
Each year during the term of this lease, Tenant shall pay as additional rental,
upon receipt of a statement from Landlord together with tax statements or other
verification from the proper taxing authority, his pro rata share of any
increase in real estate taxes over the base year on the property of which the
leased premises is part. Any increase in real estate taxes for a fractional
year shall be prorated. The base year shall be ________________.
2. UTILITIES. Tenant shall pay all charges for utility service to the leased
premises except for WATER/WASTE WATER which will be paid by the Landlord.
3. HOLDING OVER. Failure of Tenant to surrender the leased premises at the
expiration of the lease constitutes a holding over which shall be constructed as
a tenancy from month to month at a rental of $BASERENT +100 per month.
4. RENT. Tenant agrees to and shall pay Landlord at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, or at such other place Landlord shall designate from time to
time in writing, as rent for leased premises, the total sum of $7878.00, payable
without demand in equal monthly payments of $656.00 each in advance on or before
the 1ST day of each month, commencing on JANUARY 1, 1999, and continuing
thereafter until the total sum shall be paid. Adjustments to the rent, if any,
for rent, escalators, for percentage of net rent, or for increases in building
operation costs (including but not limited to insurance, custodial services,
maintenance and utilities) shall be as set forth in an attached addendum. Rent
received after the first day of the month shall be deemed delinquent. If rent
is not received by Landlord by the 5TH of each month, Tenant shall pay a late
charge of $25.00 plus penalty of $25.00 per day until rent is received in full.
Tenant shall pay $25.00 for each returned check.
5. USE. Tenant shall use the leased premises for the following purpose and no
other: GENERAL OFFICE SPACE
6. SECURITY DEPOSIT. Tenant shall pay the Landlord a security deposit in the
sum of $829.60, payable on or before the commencement of this lease for Tenant's
faithful performance hereunder. Refund therof shall be made upon performance of
this lease agreement by Tenant, minus any assessments or damages unless Landlord
and Tenant provide otherwise in Special Provisions.
7. INSURANCE. LANDLORD shall pay for fire and extended coverage insurance on
the buildings and other improvements on the leased premises in an amount not
less than $1,000,000.00, which amount shall be increased yearly in proportion to
the increase in market value of the premises. If Landlord provides any
insurance herein, Tenant shall pay to Landlord, during the term hereof, the
amount of any increase in premiums for the insurance required over and above
such premiums paid during the first year of this lease. Tenant shall provide
public liability and property damage insurance for its business operations on
the leased premises in the amount of $__________ which policy shall cover the
Landlord as well as the Tenant. Said insurance policies required to be provided
by Tenant herein shall name Landlord as an insured and shall be issued by an
insurance company approved by Landlord. Tenant shall provide Landlord with
certificates of insurance evidencing the coverage required herein. Tenant shall
be solely responsible for fire and casualty insurance on Tenant's property on or
about the leased premises. If Tenant does not maintain such insurance in full
force and effect, Landlord may notify Tenant of such failure and if Tenant does
not deliver to Landlord within 15 days after such notice certification showing
all such insurance to be in full force and effect, Landlord may at his option,
take out the necessary insurance to comply with the provision hereof and pay the
premiums on the items specified in such notice, and Tenant covenants thereupon
on demand to reimburse and pay Landlord any amount so paid or expended in the
payment of the insurance premiums required hereby and specified in the notice,
with interest thereon at the rate of 10% percent per annum from date of such
payment by Landlord until repaid by Tenant.
8. CONDITIONS OF PREMISE. Tenant has examined and accepts the leased premises
in its present as is conditions as suitable for the purpose for which the same
are leased, and does hereby accept the leased premises regardless of reasonable
deterioration between the date of this lease and the date Tenant begins
occupying the leased premises unless Landlord and Tenant agree to repairs or
refurbishment as noted in Special Provisions.
9. MAINTENANCE AND REPAIRS. Landlord shall keep the foundation, the exterior
walls (except glass; windows; doors; door closure devices; window and door
frames, molding, locks, and hardware; and interior painting or other treatment
of exterior walls), and the roof of the leased premises in good repair except
that Landlord shall not be required to make any repairs occasioned by the act or
negligence of Tenant, its employees, subtenants, licensees and concessionaires.
LANDLORD is responsible for maintenance of the common area and common area
equipment. If Landlord is responsible for any such repair and maintenance,
Tenant agrees to give Landlord written notice of needed repairs. Landlord shall
make such repairs within a reasonable time. Tenant shall notify Landlord
immediately of any emergency repairs. Tenant shall keep the leased premises in
good, clean condition and shall at its sole cost and expense, make all needed
repairs and replacements, including replacement of cracked or broken glass,
except for repairs and
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replacements required to be made by Landlord under this section. If any repairs
required to be made by Tenant hereunder are not made within ten (10) days after
written notice delivered to Tenant by Landlord, Landlord may at its option make
such repairs without liability to Tenant for any loss or damage which may result
by reason of such repairs, and Tenant shall pay to Landlord upon demand as
additional rent hereunder the cost of such repairs plus interest. At termination
of this lease Tenant shall deliver the leased premises in good order and
condition, reasonable wear and tear excepted.
10. ALTERATIONS. All alterations, additions and improvements, except trade
fixtures, installed at expense of Tenant, shall become the property of Landlord
and shall remain upon and be surrendered with the leased premises as a part of
thereof on this lease. Such alterations, additions and improvements may only be
made with prior written consent of Landlord, which consent shall not be
unreasonably withheld. If consent is granted for the making of improvements or
alterations to the leased premises, such improvements and alterations shall not
commence until Tenant has furnished to Landlord a certificate of insurance
showing coverage in an amount satisfactory to Landlord protecting Landlord from
liability for injury to any person and damage to any personal property, on or
off the leased premises, in connection with the making of such improvements or
alterations. No cooling tower, equipment, or structure of any kind shall be
placed on the roof or elsewhere on the leased premises by Tenant without prior
written permission of Landlord. If such permission is granted, such work or
installation shall be done at Tenant's expense and in such a manner that the
roof shall not be damaged thereby. If it becomes necessary to remove such
cooling tower, equipment or structure temporarily, so that repairs to the roof
can be made, Tenant shall promptly repair at its expense any damages resulting
from such removal. At the termination of this lease, Tenant shall deliver the
leased premises in good order and condition, natural deterioration only
excepted. Any damage caused by the installation or removal of trade fixtures
shall be repaired at Tenant's expense prior to the expiration of the lease term.
All alterations, improvements, additions, and repairs made by Tenant shall be
made in good workmanlike manner.
11. COMPLIANCE WITH LAWS AND REGULATIONS. Tenant shall, at its own expense,
comply with all laws, orders, and requirements of all governmental entities with
reference to the use and occupancy of leased premises. Tenant and Tenant's
agents, employees and invitees shall fully comply with any rules and regulations
governing the use of the buildings or other improvements to the leased premises
as required by Landlord. Landlord may make reasonable changes in such rules and
regulations from time to time as deemed advisable for the safety, care and
cleanliness of the leased premises, provided same are in writing and are not in
conflict with the lease.
12. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this lease nor sublet
the leased premises or any interest therein without first obtaining the written
consent of Landlord. An assignment or subletting without the written consent of
Landlord shall be void and shall, at the option of Landlord, terminate this
lease.
13. DESTRUCTION. In the event the leased premises is partially damaged or
destroyed or rendered partially unfit for occupancy by fire or other casualty,
Tenant shall give immediate notice to Landlord. Landlord may repair the damage
and restore the leased premises to substantially the same condition as
immediately prior to the occurrence of the casualty. Such repairs shall be made
at Landlord's expense unless due to Tenant's negligence. Landlord shall allow
Tenant a fair reduction of rent during the time the leased premises are
partially unfit for occupancy. If the leased premises are totally destroyed
or deemed by Landlord to be rendered unfit for occupancy by fire or other
casualty, or if Landlord shall decide not to repair or rebuild, this lease shall
terminate and the rent shall be paid to the time of such casualty.
14. TENANT DEFAULT AND REMOVAL OF ABANDONED PROPERTY. If Tenant abandons the
premise or otherwise defaults in the performance of any obligations or covenants
herein, Landlord may enforce the performance of this lease in any manner
provided by law. This lease may be terminated at Landlord's discretion if such
abandonment or default continues for a period of 10 days after Landlord notifies
Tenant of such abandonment or default and of Landlord's intention to declare
this lease terminated. Such notice shall be sent by Landlord to Tenant to
Tenant's last known address by certified mail. If Tenant has not completely
removed or cured default within the 10-day, this lease shall terminate.
Thereafter, Landlord or its agents shall have the right, without further notice
or demand, to enter the leased premises and remove all property without being
deemed guilty of trespass and without waiving any other remedies for arrears of
rent or breach of covenant. Upon abandonment or default by the Tenant, the
remaining unpaid portion of the rental from paragraph 4 herein, shall become due
and payable. For purposes of this section, Tenant is presumed to have abandoned
the premises if goods, equipment, or property, in an amount substantial enough
to indicate a probable intent to abandon the premises, is being or has been
removed from the premises and removal is not within the normal course of
Tenant's business. Landlord shall have the right to store any property of Tenant
that remains on premises that are abandoned; and, in addition to Landlord's
other rights, Landlord may dispose of the stored property if Tenant does not
claim the property within 60 days after the date the property is stored,
provided Landlord delivers by certified mail to Tenant at Tenant's last known
address a notice stating that Landlord may dispose of Tenant's property if
Tenant does not claim property within 60 days after the date property is stored.
15. INTERRUPTION OF UTILITIES. Landlord or Landlord's agent may not interrupt or
cause the interruption of utility service paid directly to the utility company
by Tenant unless interruption results from bona fide repairs, construction, or
an emergency. If any utility services furnished by Landlord are interrupted and
continue to be interrupted despite the good faith efforts of Landlord to remedy
same, Landlord shall not be liable in any respect for damages to the person or
property of Tenant of Tenant's employees, agents, or guests, and same shall not
be constructed as grounds for constructive eviction or abatement of rent.
Landlord shall use reasonable diligence to repair and remedy such interruption
promptly.
16. EXCLUSION OF TENANT. Landlord may not intentionally prevent Tenant from
entering the leased premises except by judicial process unless the exclusion
results from:(a) bona fide repairs, construction, or an emergency: (b) removing
the contents of premises abandoned by Tenant: (c) changing the locks of Tenant
in the event Tenant is delinquent in paying at least part of the rent. If
Landlord or Landlord's agent changes the door lock of Tenant, in the event
Tenant is delinquent in paying rent, Landlord or Landlord's agent must place a
written notice on Tenant's front door stating the name and address or telephone
number of the individual or company from which the new key may be obtained. The
new key is required to be provided only during Tenant's regular business hours.
17. LIEN. Landlord is granted an express contractual lien, in addition to any
lien provided by law, and a security interest in all property of Tenant found on
the leased premises to secure the compliance by Tenant with all terms of the
lease.
18. SUBORDINATION. Landlord is hereby irrevocably vested with full power and
authority to subordinate this lease to any mortgage, deed of Trust, or other
lien hereafter placed on the demised premises and Tenant agrees on demand to
execute such further instruments subordinating this lease as Landlord may
request, provided such subordination shall be on the express condition that this
lease shall be recognized by the mortgagee, and the rights of Tenant shall
remain in full force and effect during the term of this lease so long as Tenant
shall continue to perform all of the covenants and conditions of this lease.
19. INDEMNITY. Landlord and its employees and agents shall not be liable to
Tenant or to Tenant's employees, patrons, visitors, invitees, or any other
persons for an injury to any such persons or for any damage to personal property
caused by an act, omission, or neglect of Tenant or Tenant's agents or any other
tenant of the premises of which the leased premises is a part. Tenant agrees to
indemnify and hold Landlord and its employees and agents harmless from any and
all claims for such injury and damages, whether the injury occurs on or off the
leased premises.
20. SIGNS. Tenant shall not post or paint any signs at, on, or about the
leased premises or paint the exterior walls of the building except
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with the prior written consent of the Landlord. Landlord shall have the right
to remove any sign or signs in order to maintain the leased premises or to make
any repairs or alterations thereto.
21. TENANT BANKRUPTCY. If Tenant becomes bankrupt or makes voluntary
assignment for the benefit of creditors or if a receiver is appointed for
Tenant, Landlord may terminate this lease by giving five (5) days written notice
to Tenant of Landlord's intention to do so.
22. CONDEMNATION. If the whole or any substantial part of the leased premises
is taken for any public or quasi-public use under any governmental law,
ordinance or regulation or by right of eminent domain or should the leased
premises be sold to a condemning authority under threat of condemnation, this
lease shall terminate and the rent shall be abated during the unexpired portion
of the lease effective from the date of the physical taking of the leased
premises.
23. HAZARDOUS MATERIALS. Landlord warrants and represents that the Property does
not contain "Hazardous Materials", as that phrase is defined herein. For purpose
of this provision, the phrase "Hazardous Materials" shall mean and include any
toxic contaminants or other hazardous materials including, without limitation
asbestos, PCB, transformers, underground storage containers, materials
containing any radioactive substances, petroleum base products, paints,
solvents, lead, cyanide, DDT, acids, pesticides, ammonium compounds, and any
other substance forming a component part of the improvements which has
heretofore or may in the future be determined to contain toxic wastes, hazardous
materials, or undesireable substances injurious to the health of occupants
living or working in or around the subject Property. Landlord acknowledges that
current, past, and future federal, state, and local laws and regulations may
have had or continue to have interest in the Property including, but not limited
to, current, past and future owners and users, including tenants, of the
Property. The cost and expense of such clean up may be substantial. Landlord
further acknowledges that the Real Estate Brokers and their agents involved in
the negotiation of this transaction have no expertise with respect to any such
Hazardous Materials. Landlord acknowledges and agrees that Landlord shall look
solely to experts and professionals selected by Landlord to advise Landlord with
respect to the condition of the Property and shall not hold the Real Estate
Brokers or their agents responsible for Hazardous Materials condition or problem
relating to the Property. Landlord hereby agrees to indemnify, defend, and hold
the Real Estate Brokers and their agents participating in this transaction
harmless of and from any and all liability, claim, debt, damage, cost, or
expense, including reasonable attorneys' fees, related to or arising out of in
any way connected to Hazardous Materials and/or toxic wastes and/or any other
undesirable substances affecting the Property.
24. BROKER'S FEE. NA Broker and NA Co-Broker, as Real Estate Broker (the
Broker), has negotiated this lease and Landlord agrees to pay Broker in NA
County, Texas upon commencement of this lease, a negotiated fee of $ 0 or 0% of
the total rental provided for in this lease to be divided as follows: NA. In
the event this lease is extended, expanded or renewed, Landlord agrees to pay
Broker an additional negotiated fee of $0 or 0% of the total rental for such
extension, expansion or renewal period, payable at the time of commencement of
such extension, expansion or renewal, said fee to be divided as follows: NA.
Tenant warrants that it has had no dealings with any real estate broker or
agents in connection with the negotiation of this lease excepting only TEJAS
LAKEWAY REAL ESTATE and it knows of no other real estate broker or agent who is
entitled to a commission in connection with this Lease. If Tenant during the
term of this Lease, or any extension or renewal period thereof or within _____
days of the expiration of this Lease, or any extension, expansion or renewal
period thereof, purchases the property herein leased. Landlord agrees to pay
Broker, NA in NA County, Texas, a negotiated fee of $0 or 0% of the sales price
upon closing of the sale of this property.
25. NOTICES. Notices to Tenant shall be certified mail or other delivery to
the leased premises. Notices to Landlord shall be by certified mail to the
place where rent is payable.
26. DEFAULT BY LANDLORD. In the event of breach by Landlord of any covenant,
warranty, term or obligation of this lease, then Landlord's failure to cure same
or commence a good faith effort to cure same within 10 days after written notice
thereof by Tenant shall be considered a default and shall entitle Tenant either
to terminate this lease or cure the default and make the necessary repairs and
any expense incurred by Tenant shall be reimbursed by the Landlord after
reasonable notice of the repairs and expenses incurred. If any utility services
furnished by Landlord are interrupted and continue to be interrupted despite
good faith efforts of Landlord to remedy same, Landlord shall not be liable in
any respect for damages for the person or property of Tenant or Tenant's
employees, agents, or guests, and same shall not be construed as grounds for
constructive eviction or abatement of rent. Landlord shall use reasonable
diligence to repair and remedy such interruption promptly.
27. SIGNS. During the last 60 days of the lease, a "For Sale" sign and/or a
"For Lease" sign may be displayed on the leased premises and the leased premises
may be shown at reasonable times to prospective purchasers or tenants.
28. RIGHT OF ENTRY. Landlord shall have the right during normal business
hours to enter the demised premises; a) to inspect the general condition and
state of repair thereof, b) to make repairs required or permitted under this
lease, or c) for any other reasonable purpose.
29. WAIVER OF BREACH. The waiver by Landlord of any breach of any provision of
this lease shall not constitute a continuing waiver or a waiver or any
subsequent breach of the same or a different provision of this lease.
30. TIME OF ESSENCE. Time iss expressly declared to be of the essence in this
lease.
31. BINDING OF HEIR AND ASSIGNS. Subject to the provisions of this lease
pertaining to assignment of Tenant's interest, all provisions of this lease
shall extend to and bind, or inure to the benefit not only of the parties to
this lease but to each and every one of the heirs, executors, representatives,
successors, and assigns of Landlord or Tenant.
32. RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies by this lease
agreement are cumulative and the use of any one right or remedy by either party
shall not preclude or waive its right to use any or all other remedies. Said
rights and remedies are given in addition to any other rights the parties may
have by law, statute, ordinance, or otherwise.
33. TEXAS LAW TO APPLY. This agreement shall be constructed under and in
accordance with the laws of the State of Texas.
34. LEGAL CONSTRUCTION. In case any one or more of the provisions contained
in this agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision hereof and this agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
35. PRIOR AGREEMENTS SUPERSEDED. This agreement constitutes the sole and only
agreement of the parties to this lease and supersedes any prior understandings
or written or oral agreements between the parties respecting the subject matter
of this lease.
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36. AMENDMENT. No amendment, modification, or alteration of the terms hereof
shall be binding unless it is in writing, dated subsequent to the date hereof,
and duly executed by the parties.
37. ATTORNEY'S FEES. Any signatory to this lease agreement who is the prevailing
party in any legal proceeding against other signatory brought under or with
relation to this lease agreement or this transaction shall be additionally
entitled to recover court costs, reasonable attorney fees, and all other out-of-
pocket costs of litigation, including deposition, travel and witness costs, from
the nonprevailing party.
38. SPECIAL PROVISIONS. (This section to include additional factual data not
included above.) TENANT WILL PAY AN ADD ON FACTOR OF 10.37% OF ELECTRIC UTILITY
▇▇▇▇ MONTHLY.
THE TEXAS ASSOCIATION OF REALTORS (r) AND THE AUSTIN BOARD OR REALTORS (r) DO
NOT FIX, CONTROL, RECOMMEND, SUGGEST OR MAINTAIN COMMISSION RATES OR FEES FOR
SERVICES TO BE RENDERED BY THEIR MEMBERS OR THE DIVISION OF COMMISSIONS OR FEES
BETWEEN COOPERATING PARTICIPANTS OR BETWEEN PARTICIPANTS AND NON-PARTICIPANTS.
THE AMOUNT OF COMPENSATION AND CONTRACT TERMS HEREIN ARE NOT PRESCRIBED BY LAW
AND ARE SUBJECT TO NEGOTIATION BETWEEN BROKER AND SUBLESSOR.
THIS IS A LEGAL DOCUMENT, READ IT CAREFULLY. IF YOU DO NOT UNDERSTAND THE
EFFECT OF ANY PART OF THIS AGREEMENT, SEEK COMPETENT LEGAL ADVICE.
EXECUTED this 29th day of December , 1998.
____________________________ _____________________________
TENANT or TENANTS SIGNATURE(S) LANDLORD SIGNATURE
____________________________ _____________________________
ADDRESS ADDRESS
____________________________ _____________________________
____________________________ _____________________________
TELEPHONE TELEPHONE
____________________________
BROKER SIGNATURE
By:__________________________
AGENT SIGNATURE
_____________________________
ADDRESS
_____________________________
_____________________________
TELEPHONE
[Note: This form is furnished by the Texas Association of REALTORS(r) for the
convenience of its members]
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TEXAS ASSOCIATION OF REALTORS
COMMERCIAL LEASE
This lease agreement is made and entered into by and between ▇▇▇▇▇
BUILDING LT. (Landlord) and ▇▇▇▇ Solutions (Tenant). Landlord hereby leases to
Tenant and Tenant hereby leases from Landlord that certain property with
improvements thereon, containing approximately ___________ square feet,
hereinafter called the "leased premises" known as ▇▇▇▇▇ ▇▇▇▇▇ BUILDING, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇, 219 & 220 (Address), Lot,__________, Block__________,
_____________Addition, City of ▇▇▇▇▇▇, ▇▇▇▇▇▇ County, Texas; or as more
particularly described below or on attached exhibit:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ & ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The primary term of this lease shall be MONTH TO MONTH commencing on the
1ST day of January, 2000, and ending on the ____ day of ______, ______, upon the
following terms, conditions, and covenants:
1. TAXES. each year during the term of this lease, Landlord shall pay real
estate taxes assessed against the leased premises in an amount equal to the
total real estate taxes assessed against the leased premises in the base year.
Each year during the term of this lease, Tenant shall pay as additional rental,
upon receipt of a statement from Landlord together with tax statements or other
verification from the proper taxing authority, his pro rata share of any
increase in real estate taxes over the base year on the property of which the
leased premises is a part. Any increase in real estate taxes for a fractional
year shall be prorated. The base year shall be 1999.
2. UTILITIES. Tenant shall pay all charges for utility services to the leased
premises except for WATER/WASTEWATER which shall be paid by the Landlord.
3. HOLDING OVER. Failure of Tenant to surrender the leased premises at the
expiration of the lease constitutes a holding over which shall be construed as a
tenancy from month to month at a rental of $ BASERENT +100 per month.
4. RENT. Tenant agrees to and shall pay Landlord at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.,▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, or such other place Landlord shall designate from time to time
in writing, as rent for the leased premises, the total sum of $___________,
payable without demand in equal monthly payments of $1210.00 each in advance on
or before the 1ST day of each month, commencing on January 1, 2000, and
continuing thereafter until the total sum shall be paid. Adjustment to the rent,
if any, for rent escalators, for percentage of net rent, of for increases in
building operation costs (including but not limited to insurance, custodial
services, maintenance and utilities) shall be as set forth in an attached
addendum. Rent received after the first day of the month shall be deemed
delinquent. If rent is not received by Landlord by the 5TH of each month, Tenant
shall pay a late charge of $25.00 plus a penalty of $25.00 per day until rent is
received in full. Tenant shall pay $25.00 for each returned check.
5. USE. Tenant shall use the leased premises for the following purpose and no
other: GENERAL OFFICE SPACE
6. SECURITY DEPOSIT. Tenant shall pay to Landlord a security deposit in the
sum of $__________, payable on or before the commencement of this lease for
Tenant's faithful performance hereunder. Refund thereof shall be made upon
performance of this lease agreement by Tenant, minus any assessments or damages
unless Landlord and Tenant provide otherwise in Special Provisions.
7. INSURANCE. LANDLORD shall pay for fire and extended coverage insurance on the
buildings and other improvements on the leased premises in an amount not less
than $1,000,000, which amount shall be increased yearly in proportion to the
increase in market value of the premises. If Landlord provides any insurance
herein, Tenant shall pay Landlord, during the term hereof, the amount of any
increase in premiums for the insurance required over and above such premiums
paid during the first year of this lease. Tenant shall provide public liability
and property damage insurance for its business operations on the leased premises
in the amount of $1,000,000 which policy shall cover Landlord as well as Tenant.
Said insurance policies required to be provided by Tenant herein shall name
Landlord as an insured and shall be issued by an insurance company approved by
Landlord. Tenant shall provide Landlord with certificates of insurance
evidencing the coverage required herein. Tenant shall be solely responsible for
fire and casualty insurance on Tenant's property on or about the leased
premises. If Tenant does not maintain such insurance in full force and effect,
Landlord may notify Tenant of such failure and if Tenant does not deliver to
Landlord within 15 days after such notice certification showing all such
insurance to be in full force and effect, Landlord may at his option, take out
the necessary insurance to comply with the provision hereof and pay the premiums
on the items specified in such notice, and Tenant covenants thereupon on demand
to reimburse and pay Landlord any amount so paid or expended in the payment of
the insurance premiums required hereby and specified in the notice, with
interest thereon at the rate of 10% percent per annum from the date of such
payment by Landlord until repaid by Tenant.
8. CONDITION OF PREMISES. Tenant has examined and accepts the leased premises in
its present as is condition as suitable for the purposes for which the same are
leased, and does hereby accept the leased premises regardless of reasonable
deterioration between the date of this lease and the date Tenant begins
occupying the leased premises unless Landlord and Tenant agree to repairs or
refurbishment as noted in Special Provisions.
9. MAINTENANCE AND REPAIRS. Landlord shall keep the foundation, the exterior
walls (except glass, windows, doors, door closure devices, window and door
frames, molding, locks, and hardware, and interior painting or other treatment
of exterior walls), and the roof of the leased premises in good repair except
that Landlord shall not be required to make any repairs occasioned by the act or
negligence of Tenant, its employees, subtenants, licensees and concessionaires.
Landlord is responsible for maintenance of common area and common area
equipment. If Landlord is responsible for any such repair and maintenance,
Tenant agrees to give Landlord written notice of needed repairs. Landlord
shall make such repairs within a reasonable time. Tenant shall notify Landlord
immediately of any emergency repairs. Tenant shall keep the leased premises in
good, clean condition and shall at its sole cost and expense, make all needed
repairs and replacements, including replacement of cracked or broken glass,
except for repairs and
Page 1 of 4
replacements required to be made by Landlord under this section. If any repairs
required to be made by Tenant hereunder are not made within ten (10) days after
written notice delivered to Tenant by Landlord, Landlord may at its option make
such repairs without liability to Tenant for any loss or damage which may result
by reason of such repairs, and Tenant shall pay to Landlord upon demand as
additional rent hereunder the cost of such repairs plus interest. At the
termination of this lease, Tenant shall deliver the leased premises in good
order and condition, reasonable wear and tear excepted.
10. ALTERATIONS. All alterations, additions and improvements, except trade
fixtures, installed at expense of Tenant, shall become the property of Landlord
and shall remain upon and be surrendered with the leased premises as a part of
thereof on this lease. Such alterations, additions, and improvements may only be
made with the prior written consent of Landlord, which consent shall not be
unreasonably withheld. If consent is granted for the making of improvements or
alterations to the leased premises, such improvements and alterations shall not
commence until Tenant has furnished to Landlord a certificate of insurance
showing coverage in an amount satisfactory to Landlord protecting Landlord from
liability for injury to any person and damage to any personal property, on or
off the leased premises, in connection with the making of such improvements or
alterations. No cooling tower, equipment, or structure of any kind shall be
placed on the roof or elsewhere on the leased premises by Tenant without prior
written permission of Landlord. If such permission is granted, such work or
installation shall be done at Tenant's expense and in such a manner that the
roof shall not be damaged thereby. If it becomes necessary to remove such
cooling tower, equipment or structure temporarily, so that repairs to the roof
can be made, Tenant shall promptly repair at its expense any damages resulting
from such removal. At the termination of this lease, Tenant shall deliver the
leased premises in good order and condition, natural deterioration only
excepted. Any damage caused by the installation or removal of trade fixtures
shall be repaired at Tenant's expense prior to the expiration of the lease term.
All alterations, improvements, additions, and repairs made by Tenant shall be
made in good and workmanlike manner.
11. COMPLIANCE WITH LAWS AND REGULATIONS. Tenant shall, at its own expense,
comply with all laws, orders, and requirements of all governmental entities with
reference to the use and occupancy of the leased premises. Tenant and Tenant's
agents, employees and invitees shall fully comply with any rules and regulations
governing the use of the buildings or other improvements to the leased premises
as required by Landlord. Landlord may make reasonable changes in such rules and
regulations from time to time as deemed advisable for the safety, care and
cleanliness of the leased premises, provided same are in writing and are not in
conflict with the lease.
12. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this lease nor sublet
the leased premises or any interest therein without first obtaining the written
consent of Landlord. An assignment or subletting without the written consent of
Landlord shall be void and shall, at the option of Landlord, terminate this
lease.
13. DESTRUCTION. In the event the leased premises is partially damaged or
destroyed or rendered partially unfit for occupancy by fire or other casualty,
Tenant shall give immediate notice to Landlord. Landlord may repair the damage
and restore the leased premises to substantially the same condition as
immediately prior to the occurrence of the casualty. Such repairs shall be made
at Landlord's expense unless due to Tenant's negligence. Landlord shall allow
Tenant a fair reduction of rent during the time the leased premises are
partially unfit for occupancy. If the leased premises are totally destroyed or
deemed by Landlord to be rendered unfit for occupancy by fire or other casualty,
or if Landlord shall decide not to repair or rebuild, this lease shall terminate
and the rent shall be paid to the time of such casualty.
14. TENANT DEFAULT AND REMOVAL OF ABANDONED PROPERTY. If Tenant abandons the
premises or otherwise defaults in the performance of any obligations or
covenants herein, Landlord may enforce the performance of this lease in any
manner provided by law. This lease may be terminated at Landlord's discretion if
such abandonment or default continues for a period of 10 days after Landlord
notifies Tenant of such abandonment or default and of Landlord's intention to
declare this lease terminated. Such notice shall be sent by Landlord to Tenant
to Tenant's last known address by certified mail. If Tenant has not completely
removed or cured default within the 10-day period, this lease shall terminate.
Thereafter, Landlord or its agents shall have the right, without further notice
or demand, to enter the leased premises and remove all property without being
deemed guilty of trespass and without waiving any other remedies for arrears of
rent or breach of covenant. Upon abandonment or default by the Tenant, the
remaining unpaid portion of the rental from paragraph 4 herein, shall become due
and payable. For purposes of this section, Tenant is presumed to have abandoned
the premises if goods, equipment, or other property, in an amount substantial
enough to indicate a probable intent to abandon the premises, is being or has
been removed from the premises and the removal is not within the normal course
of Tenant's business. Landlord shall have the right to store any property of
Tenant that remains on premises that are abandoned; and, in addition to
Landlord's other rights, Landlord may dispose of the stored property if Tenant
does not claim the property within 60 days after the date the property is
stored, provided Landlord delivers by certified mail to Tenant at Tenant's last
known address a notice stating that Landlord may dispose of Tenant's property if
Tenant does not claim the property within 60 days after the date the property is
stored.
15. INTERRUPTION OF UTILITIES. Landlord or Landlord's agent may not interrupt
or cause interruption of utility service paid directly to the utility company
by Tenant unless interruption results from bona fide repairs, construction, or
an emergency. If any utility services furnished by Landlord are interrupted and
continue to be interrupted despite the good faith efforts of Landlord to remedy
same, Landlord shall not be liable in any respect for damages to the person or
property of Tenant or Tenant's employees, agents, or guests and shame shall not
be construed as grounds for constructive eviction or abatement of rent. Landlord
shall use reasonable diligence to repair and remedy such interruption promptly.
16. EXCLUSION OF TENANT. Landlord may not intentionally prevent Tenant from
entering the leased premises except by judicial process unless the exclusion
results from: (a) bona fide repairs, construction, or an emergency: (b) removing
the contents of premises abandoned by Tenant or (c) changing the door locks of
Tenant in the event Tenant is delinquent in paying at least part of the rent.
If Landlord or Landlord's agent changes the door lock of Tenant, in the event
Tenant is delinquent in paying rent, Landlord or Landlord's agent must place a
written notice on Tenant's front door stating the name and address or telephone
number of the individual or company from which the new key may be obtained. The
new key is required to be provided only during Tenant's regular business hours.
17. LIEN. Landlord is granted an express contractual lien, in addition to any
lien provided by law, and a security interest in all property of Tenant found on
the leased premises to secure the compliance by Tenant with all terms of this
lease.
18. SUBORDINATION. Landlord is hereby irrevocably vested with full power and
authority to subordinate this lease to any mortgage, deed of Trust, or other
lien hereafter placed on the demised premises and Tenant agrees on demand to
execute such further instruments subordinating this lease as Landlord may
request, provided such subordination shall be on the express condition that this
lease shall be recognized by the mortgagee, and the rights of Tenant shall
remain in full force and effect during the term of this lease so long as Tenant
shall continue to perform all of the convenants and conditions of this lease.
19. INDEMNITY. Landlord and its employees and agents shall not be liable to
Tenant or to Tenant's employees, patrons, visitors, invitees, or any other
persons for an injury to any such persons of for any damage to personal
property caused by an act, omission, or neglect of Tenant or Tenant's agents or
of any other tenant of the premises of which the leased premises is a part.
Tenant agrees to indemnify and hold Landlord and its employees and agents
harmless from any and all claims for such injury and damages, whether the injury
occurs on or off the leased premises.
20. SIGNS. Tenant shall not post or paint any signs at, on, or about the
leased premises or paint the exterior walls of the building except
Page 2 of 4
with the prior written consent of the Landlord. Landlord shall have the right
to remove any sign or signs in order to maintain the leased premises or to make
any repairs or alterations thereto.
21. TENANT BANKRUPTCY. If Tenant becomes bankrupt or makes voluntary
assignment for the benefit of creditors or if a receiver is appointed for
Tenant, Landlord may terminate this lease by giving five (5) days written notice
to Tenant of Landlord's intention to do so.
22. CONDEMNATION. If the whole or any substantial part of the leased premises
is taken for any public or quasi-public use under any governmental law,
ordinance or regulation or by right of eminent domain or should the leased
premises be sold to a condemning authority under threat of condemnation, this
lease shall terminate and the rent shall be abated during the unexpired portion
of the lease effective from the date of the physical taking of the leased
premises.
23. HAZARDOUS MATERIALS. Landlord warrants and represents that the Property
does not contain "Hazardous Materials", as that phrase is defined herein. For
purpose of this provision , the phrase "Hazardous Materials" shall mean and
include any toxic contaminants or other hazardous materials including, without
limitation, asbestos, PCB, transformers, underground storage containers,
materials containing any radioactive substances, petroleum base products,
paints, solvents, lead, cyanide, DDT, acids, pesticides, ammonium compounds, and
any other substances forming a component part of the improvements which has
heretofore or may in the future be determined to contain toxic wastes, hazardous
materials, or undesireable substances injurious to the health of occupants
living or working in or around the subject Property. Landlord acknowledges that
current, past, and future federal, state, and local laws and regulations may
have had or continue to have any interest in the Property including, but not
limited to, current, past, and future owners and users, including tenants, of
the Property. The cost and expenses of such clean up may be substantial.
Landlord further acknowledges that the Real Estate Brokers and their agents
involved in the negotiation of this transaction have no expertise with respect
to any such Hazardous Materials. Landlord acknowledges and agrees that Landlord
shall look solely to experts and professionals selected by Landlord to advise
Landlord with respect to the condition of Property and shall not hold the Real
Estate Brokers or their agents responsible for any Hazardous Materials condition
or problem relating to the Property. Landlord hereby agrees to indemnify,
defend, and hold the Real Estate Brokers and their agents participating in this
transaction harmless of and from any and all liability, claim, debt, damage,
cost, or expense, including reasonable attorneys' fees, related to or arising
out of or in any way connected to Hazardous Materials and/or toxic wastes and/or
any other undesirable substances affecting the Property.
24. BROKER'S FEE. NA Broker and NA Co-Broker, as Real Estate
Broker (the Broker), has negotiated this lease and Landlord agrees to pay Broker
in NA County, Texas, upon commencement of this lease, a negotiated fee of
$0 or 0% of the total rental provided for in this lease to be divided as
follows: NA. In the event this lease is extended, expanded or renewed,
Landlord agrees to pay Broker an additional negotiated fee of $0 or 0% of the
total rental for such extension, expansion or renewal period, payable at the
time of commencement of such extension, expansion or renewal, said fee to be
divided as follows: NA. Tenant warrants that it has had no dealings with any
real estate broker or agents in connection with the negotiation of this lease
excepting only TEJAS LAKEWAY REAL ESTATE and it knows of no other real estate
broker or agent who is entitled to a commission in connection with this Lease.
If Tenant during the term of this Lease, or any extension, expansion or renewal
period thereof, or within ____ days of the expiration of this Lease, or any
extension, expansion or renewal period thereof, purchases the property herein
leased. Landlord agrees to pay Broker NA in NA County, Texas, a
negotiated fee of $0 or 0% of sales price upon closing of the sale of this
property.
25. NOTICES. Notices to Tenant shall be by certified mail or other delivery to
the leased premises. Notices to Landlord shall be by certified mail to the
place where rent is payable.
26. DEFAULT BY LANDLORD. In the event of breach by Landlord of any covenant,
warranty, term or obligation of this lease, then Landlord's failure to cure same
or commence a good faith effort to cure same within 10 days after written notice
thereof by Tenant shall be considered a default and shall entitle Tenant either
to terminate this lease or cure the default and make the necessary repairs and
any expense incurred by Tenant shall be reimbursed by the Landlord after
reasonable notice of the repairs and expenses incurred. If any utility services
furnished by Landlord are interrupted and continue to be interrupted despite the
good faith efforts of Landlord to remedy same, Landlord shall not be liable in
any respect for damages to the person or property of Tenant or Tenant's
employees, agents, or guests, and same shall not be construed as grounds for
constructive eviction or abatement of rent. Landlord shall use reasonable
diligence to repair and remedy such interruption promptly.
27. SIGNS. During the last 60 days of lease, a "For Sale" sign and/or "For
Lease" sign may be displayed on the leased premises and leased premises may be
shown at reasonable times to prospective purchasers or tenants.
28. RIGHT OF ENTRY. Landlord shall have the right during normal business hours
to enter the demised premises; a) to inspect the general condition and state of
repair thereof, b) to make repairs required or permitted under this lease, or
c) for any other reasonable purpose.
29. WAIVER OF BREACH. The waiver by Landlord of any breach of any provision
of this lease shall not constitute a continuing waiver or a waiver of any
subsequent breach of the same or a different provision of this lease.
30. TIME OF ESSENCE. Time is expressly declared to be of the essence in this
lease.
31. BINDING OF HEIRS AND ASSIGNS. Subject to the provisions of this lease
pertaining to assignment of the Tenant's interest, all provisions of this lease
shall extend to and bind, or inure the benefit not only of the parties to this
lease but to each and everyone of the heirs, executors, representatives,
successors, and assigns of Landlord or Tenant.
32. RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies by this lease
agreement are cumulative and the use of any one right or remedy by either party
shall not preclude or waive its right to use any or all other remedies. Said
rights and remedies are given in addition to any other rights the parties may
have by law, statute, ordinance, or otherwise.
33. TEXAS LAW TO APPLY. This agreement shall be construed under and in
accordance with the laws of the State of Texas.
34. LEGAL CONSTRUCTION. In case any one or more provisions contained in this
agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision hereof and this agreement shall be construed as if
such invalid, illegal, or unenforceable provision had never been contained
herein.
35. PRIOR AGREEMENTS SUPERSEDED. This agreement constitutes the sole and only
agreement of the parties to this lease and supersedes any prior understandings
or written or oral agreements between the parties respecting the subject matter
of this lease.
Page 3 of 4
36. AMENDMENT. No amendment, modification, or alteration of the terms hereof
shall be binding unless it is in writing, dated subsequent to the date hereof,
and duly executed by the parties.
37. ATTORNEY'S FEES. Any signatory to this lease agreement who is the
prevailing party in any legal proceeding against any other signatory brought
under or with relation to this lease agreement or this transaction shall be
additionally entitled to recover court costs, reasonable attorney fees, and all
other out-of-pocket costs of litigation, including deposition, travel and
witness costs, from the nonprevailing party.
38. SPECIAL PROVISIONS. (This section to include factual data not included
above.) TENANT WILL PAY AN ADD ON FACTOR OF 10.37% OF ELECTRIC UTILITY ▇▇▇▇
MONTHLY.
THE TEXAS ASSOCIATION OF REALTORS(r) AND THE AUSTIN BOARD OF REALTORS(r) DO NOT
FIX, CONTROL, RECOMMEND, SUGGEST OR MAINTAIN COMMISSION RATES OR FEES FOR
SERVICES TO BE RENDERED BY THEIR MEMBERS OR THE DIVISION OF COMMISSIONS OR FEES
BETWEEN COOPERATING PARTICIPANTS OR BETWEEN PARTICIPANTS AND NON-PARTICIPANTS.
THE AMOUNT OF COMPENSATION AND THE CONTRACT TERMS HEREIN ARE NOT PRESCRIBED BY
LAW AND ARE SUBJECT TO NEGOTIATION BETWEEN BROKER AND SUBLESSOR.
THIS IS A LEGAL DOCUMENT, READ IT CAREFULLY. IF YOU DO NOT UNDERSTAND THE
EFFECT OF ANY PART OF THIS AGREEMENT, SEEK COMPETENT LEGAL ADVICE.
EXECUTED this 29th day of December, 1998.
_____________________________ ______________________
TENANT or TENANTS SIGNATURE LANDLORD SIGNATURE
_____________________________ _______________________
ADDRESS ADDRESS
_____________________________ _______________________
TELEPHONE TELEPHONE
_____________________________
BROKERS SIGNATURE
By:___________________________
AGENT SIGNATURE
______________________________
ADDRESS
______________________________
______________________________
TELEPHONE
[Note: This form is furnished by the Texas Association of REALTORS(r)
for the convenience of its member]
Page 4 of 4
▇▇▇▇▇ Building, LTD
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
January 6, 1998
▇▇▇▇ Solutions
▇▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: New Building Management
Dear ▇▇. ▇▇▇▇▇▇:
▇▇▇▇▇ Building LTD is pleased to have you as a tenant in the ▇▇▇▇▇
Building. To serve you better, we have hired a Property Management Company to
manage our building. Lakeway Property Management Company will be managing the
property as of January 1, 1999. They are a local company in Lakeway that will
be able to promptly see to any needs or concerns that you may have. ▇▇▇▇▇▇▇
▇▇▇▇▇ is the Property Manager for our account. Please contact her on any
matters concerning the building, maintenance items, services, rent payments,
etc. You may reach her at the following mailing address and phone numbers:
Lakeway Property Management Company
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇ Direct or (▇▇▇)▇▇▇-▇▇▇▇ Main Office
Fax (▇▇▇)▇▇▇-▇▇▇▇
Please note that all future rent payments and lease agreements should be
sent directly to her.
Sincerely,
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ Building LTD
nc:bk
cc: ▇▇▇▇▇▇▇ ▇▇▇▇▇
[FLOOR PLAN APPEARS HERE]