EXHIBIT 10.13
COMMERCIAL LEASE AGREEMENT
THIS LEASE AGREEMENT hereafter referred to as "Lease" is made and entered
into between DSW Property Management hereafter to as "Lessor" and of Lanstar
Systems Technology, Inc. a subsidiary of Lanstar Semiconductor, Inc.
Hereafter referred to as "Lessee".
1. LEASED PREMISES: In consideration of the rents, terms, provisions and
covenants of this Lease Agreement, Lessor hereby leases, lets and demises to
Lessee the following described premises (referred to as "Leased Premises") and
containing approximately 3288+/- square feet situated at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ & ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, described in exhibit A attached hereto.
2. TERM: Subject to and upon the conditions set forth below, the term of
this Lease shall commence on October 11, 1997 and shall terminate October 31,
1999.
3. RENT: Shall be as follows (subject to possible escalation's in property
taxes, insurance, utilities and or any adjustments to rent spelled out under
SPECIAL PROVISIONS.)
Total monthly rent payment: $2350.00
which amount shall be payable to Lessor at the address shown below on the first
day of the month. One monthly installment of rent shall be due and payable on
the date of execution of this Lease by Lessee for the first month's rent and a
like monthly installment shall be due and payable on or before the first day of
each calendar month succeeding the "commencement date" during the lease term
provided, that if the "commencement date" should be a date other than the first
day of a calendar month, the monthly rental set forth above shall be prorated to
the end of that calendar month, and all succeeding installments of rent shall be
payable on or before the first day of each succeeding calendar month during the
lease term.
a. On the date of execution of this Lease by Lessee, a security deposit
shall be paid by Lessee in the amount of $2350.00 and is held for the
performance by Lessee of Lessee's covenants and obligations under this Lease, it
being expressly understood that the deposit shall not be considered an advance
payment of rental or a measure of Lessor's damage in case of default by Lessee.
Upon the occurrence of any event of default by Lessee or breach by Lessee of
Lessee's covenants under this Lease, Lessor may, from time to time without
prejudice to any other remedy, use the security deposit to the extent necessary
to make good any arrears of rent and/or any damage, injury, expense or liability
caused to Lessor by the event of default or breach of covenant and Lessee shall
immediately restore said security deposit to the full amount required under this
Lease.
b. If any increase in the fire and extended coverage insurance premiums
paid by Lessor for the building in which Lessee occupies space is caused by
Lessee's use and occupancy of the Leased Premises, or if Lessee vacates the
Leased Premises and causes an increase in such premiums, then Lessee shall pay
as additional rental the amount of such increase to Lessor.
c. Other remedies for non payment of rent notwithstanding, if the monthly
rental payment is not received by Lessor (U. S. Postmark date accepted as date
received) on or before the tenth day of the month for which rent is due, or if
any other payment due Lessor by Lessee is not received by Lessor on or before
the tenth day of the month an additional TEN PERCENT (10%) each month of such
past due amount shall become due and payable in addition to such amounts owed
under this Lease. Partial payments of rent and or monies due from Lessee and
accepted by Lessor do not constitute payment in fall. All checks for rents and
or monies due under the terms of this Lease received by Lessor from Lessee and
returned for insufficient funds will incur an additional twenty five
dollar($25.00) charge to be paid by Lessee to Lessor along with the original
amount plus any applicable late fees in a cashable legal tender form and
delivered in person by Lessee and or its agent at Lessor's official address.
4. SIGNS: No signs, pictures, notices or advertisements may be displayed
on any part of the exterior of the building on the Leased Premises without the
prior approval of Lessor as to location, size, color, material and manner of
attachment. Lessee shall maintain the Lessor-approved sign in good condition.
5. USAGE: Lessee warrants and represents to Lessor that the Leased
Premises shall be used and occupied only for the purposes of office
ace/warehouse usage. Lessee shall occupy the Leased Premises, conduct its
business, and control its agents, employees, invitees and visitors in such a way
as is lawful, reputable, safe and will not create any nuisance or otherwise
interfere
with, annoy or disturb any other tenant in its normal business operations or
Lessor in its management of the building. Lessee shall not commit, or suffer to
be committed, any waste on the Leased Premises.
6. INSURANCE: Lessee shall not permit the Leased Premises to be used in
any way which would, in the opinion of Lessor, be unusually hazardous because of
fire or would in any way increase or render void the fire insurance on leasehold
improvements or contents belonging to any tenant in the building. If at any time
during the term of this Lease the State Board of Insurance or other insurance
authority disallows any of Lessor's sprinkler credits or imposes an additional
penalty or surcharge in Lessor's insurance premiums because of Lessee's original
or subsequent placement or use of storage rack or bins, method of storage or
nature of Lessee's inventory or any other act of Lessee, Lessee agrees to pay as
additional rental the increase in Lessor's insurance premiums. If an increase in
the fire and extended coverage premiums paid by Lessor for the building in which
Lessee occupies space is caused by Lessee's use or occupancy of the Leased
Premises, then Lessee shall pay as additional rental the amount of such increase
to Lessor.
7. UTILITY SERVICE: Lessor shall provide the normal utility service
connections into the Leased Premises. Lessor also reserves the right to change
utility services without liability for interruption of service. Lessee shall pay
the cost of all utility services, including, but not limited to, initial
connection charges, all charges for gas, water and electricity used on the
Premises, or tubes, Lessee shall pay all costs caused by Lessee introducing
excessive pollutants into the sanitary sewer system, including permits, fees and
charges levied by any governmental subdivision for any pollutants or solids
other than ordinary human waste. Lessee shall be responsible for the
installation and maintenance of any dilution tanks, holding tanks, setting
tanks, sewer sampling devices, sand traps, grease traps or similar devices as
may be required by the governmental subdivision for Lessee's use of the sanitary
sewer system. If the Leased Premises are in a multi-occupancy building, Lessee
shall pay all surcharges levied due to Lessee's use of sanitary sewer or waste
removal services insofar as such surcharges effect Lessor or other tenants in
the building. Lessor shall not be required to pay for any services, supplies or
upkeep in connection with the Leased Premises. However, in a multi-occupancy
building Lessor may provide water and or other services to the Leased Premises
in which case Lessee agrees to pay to Lessor the stipulated amount or amounts
under this Lease for such services.
8. TAXES, INSURANCE, AND UTILITY INCREASES: If during the first year or
any subsequent year of this Lease, there should be increases in the cost of any
of the following: the property taxes, building insurance, commercial water,
sewer, and garbage fees, then such increases may at 1,essors discretion, be
passed on to the Lessee by raising the rent upon one full months notice thereof
from Lessor to Lessee. The increase in the monthly rental payment and fees shall
increase by taking amount of the monthly increases times the percent of the
Lessee's leased space square footage to the total buildings square footage.
9. REPAIRS AND MAINTENANCE: (a) Unless otherwise expressly provided
herein, Lessor shall not be required to make any improvements, replacements or
repairs of any kind or character to the Leased Premises during the term of this
Lease except such repairs as are set forth in this subparagraph. Lessor shall
maintain only the roof, foundation, underground plumbing, outside and
underground electrical, outside maintenance, and the structural soundness of the
exterior walls (excluding all windows, window glass, plate glass and all doors)
of the building in good repair and condition except for reasonable wear and
tear. Lessee shall repair and pay for any damage caused by Lessee's negligence
or default. Lessee shall give written notice to lessor of the need for Lessor
obligated repairs, which repairs shall then be reasonably made by Lessor. Lessor
shall not be liable to Lessee, except as expressly provided in this Lease, for
any damage or inconvenience, and Lessee shall not be entitled to any abatement
or reduction of rent by reason of any repairs, alterations or additions made by
Lessor under this Lease.
a. Lessee shall, at its own risk and expense, maintain all other parts of
the building and other improvements on the Leased Premises in good repair and
condition (including all necessary replacements), including, but not limited to
the electrical fixtures, light bulb replacement, plumbing fixtures, pest
control, air conditioning equipment, etc. Lessee shall take good care of all the
property and its fixtures. Should Lessee neglect to keep and maintain the Leased
Premises, then Lessor shall have the right, but not the obligation, to have the
work done and any reasonable costs therefore shall be charged to Lessee as
additional rental and shall become payable by Lessee with the payment of the
rental next due thereunder.
b. All requests for repairs or maintenance that are the responsibility of
Lessor pursuant to any provision of this lease must be made in writing to Lessor
at the address set forth below.
10. COMPLIANCE WITH LAWS, RULES AND REGULATIONS: Lessee shall comply with
all laws, ordinances, orders, rules and regulations of state, federal, municipal
or other agencies or bodies having jurisdiction relating to the use, condition
and occupancy of the Leased Premises. Lessee further agrees to comply with the
following:
a. Nothing to be stored on the outside of the building.
b. No inoperative or unlicensed vehicles are to be left in the parking
area.
c. User shall keep the immediate area outside its Leased Premises clean of
trash.
d. Lessee shall not disturb adjoining tenants with offensive materials,
odors, or loud noises.
e. Lessee shall use the trash dumpsites for on-site created garbage use
only and shall break down all empty cartons in order to use the dumpsters
effectively.
f. Lessee shall be required to furnish its own garbage dumpster if Lessee's
use is determined by Lessor to be excessive.
g. Lessee shall not at any time occupy any part of the Leased Premises as
sleeping or lodging quarters.
h. No pets or animals are allowed in Leased Premises.
11. ALTERATIONS AND IMPROVEMENTS: Lessee shall not make or allow to be
made any alterations or physical additions in or to the Leased Premises without
first obtaining the written consent of Lessor. Any alterations, physical
additions or improvements to the Leased Premises made by Lessee shall at once
become the property of Lessor and shall be surrendered to Lessor upon the
termination of this Lease. This clause shall not apply to moveable Trade
Fixtures owned by Lessee that may be removed by Lessee at the end of the term of
this Lease if Lessee is not then in default and if Trade Fixtures are not then
subject to any other rights, hens and interests of Lessor.
12. CONDEMNATION: If the Leased Premises shall be taken or condemned for
any public purpose or for any reason whatsoever to such an extent to render it
untenantable Lessor or Lessee shall have the option to terminate this Lease
effective as of the date of taking or condemnation and any prepaid future rents
paid to Lessor by Lessee shall be refunded. Should a portion or all of the
Property of which the Leased Premises is a part be taken or condemned for any
public purpose or for any reason whatsoever Lessor may at his sole option
terminate this Lease effective as of the date of taking or condemnation if such
option is exercised by Lessor, Lessor shall be obligated to refund any prepaid
future rents paid to Lessor by Lessee. Any awards and or proceeds from any
taking or condemnation shall be for Lessors benefit and Lessee waives all claims
thereto.
13. FIRE AND CASUALTY: a. If the Leased Premises should be totally
destroyed by fire, tornado or other casualty, or if the Leased Premises should
be so damaged so that rebuilding or repairs cannot reasonably be completed
within one hundred eighty (180) working days after the date of written
notification by Lessee to Lessor of the destruction, this Lease shall terminate
and the rent shall be abated for the unexpired portion of the Lease, effective
as of the date of the written notification.
a. If the Leased Premises should be partially damaged by fire, tornado or
other casualty, and rebuilding or repairs can reasonably be completed within
ninety (90) working days from the date of written notification by Lessee to
Lessor of the destruction, this Lease shall not terminate, but Lessor may at its
sole risk and expense proceed with reasonable diligence to rebuild or repair the
building or other improvements to substantially the condition in which they
existed prior to the damage. If the Leased Premises are to be rebuilt or
repaired and are untenable in whole or in part following the damage, and the
damage or destruction was not caused or contributed to by act or negligence of
Lessee, its agents, employees, invitees or those for whom Lessee is responsible,
the rent payable under this Lease during the period for which the Leased
Premises are untenable shall be adjusted to such an extent as may be fair and
reasonable under the circumstances. In the event that Lessor fails to complete
the necessary repairs or rebuilding within ninety (90) working days from the
date of written notification by Lessee to Lessor of the destruction, Lessee may
at its option terminate this Lease by delivering written notice of termination
to Lessor, whereupon all rights and obligations under the Lease shall cease to
exist.
14. CASUALTY INSURANCE: Lessor shall at all times during the term of this
Lease maintain a policy or policies of insurance with the premiums paid in
advance, issued by and binding upon some solvent insurance company, insuring the
building against loss or damage by fire, explosion or other hazards and
contingencies; provided, that Lessor shall not be obligated in any way or manner
to insure any personal property (including but not limited to, any furniture,
machinery, goods or supplies) of Lessee or which Lessee may have upon or within
the Leased Premises or any fixtures installed by or paid for by Lessee upon or
within the Leased Premises or any additional improvements which Lessee may
construct on the Leased Premises. Lessor shall in no way be obligated or liable
to replace, repair or reimburse Lessee for any damages to Lessee's personal
property (including but not
limited to any Trade Fixtures, inventory, goods or supplies) and or any
interruption of Lessee's business no matter whom or what caused such damages. It
is highly recommended that Lessee obtain sufficient insurance to cover its
personal property. Any insurance which may be carried by Lessor or Lessee
insuring against damage to the building or buildings and or any contents therein
shall be for the sole benefit of the party carrying such insurance and under its
sole control.
15. HOLD HARMLESS: Lessor, its employees and agents, shall not be liable
to Lessee and or Lessee's employees, agents, invitees, licensees or visitors, or
to any other person, for any injury or death to person or damage to property on
or about the Leased Premises caused by the negligence or misconduct of Lessee,
its agents, servants or employees, or of any other person entering upon or about
the Leased Premises under express or implied invitation by Lessee, or caused by
the building and or buildings and improvements located there on of which the
Leased Premises is a part, becoming out of repair, or caused by leakage of gas,
oil, water or steam or by electricity emanating from the Leased Premises. Lessee
agrees to indemnify and hold harmless Lessor it's employees and agents from any
loss, attorney's fees, expenses or claims arising out of any such damage or
injury. It is highly recommended that Lessee add the Lessor as an additional
insured on their liability insurance policy.
16. QUIET ENJOYMENT: Lessor warrants that he has full right to execute and
to perform this Lease and to grant the estate demised and that Lessee, upon
payment of the required rents and performing the terms, conditions, covenants
and agreements contained in this Lease, shall peaceably and quietly have, hold
and enjoy the Leased Premises during the full term of this Lease as well as any
extension or renewal thereof.
17. LESSOR'S RIGHT OF ENTRY: Lessor shall have the right, at all
reasonable hours, to enter the Leased Premise for the following reasons:
inspection, cleaning or making repairs, making alterations or additions as
Lessor may deem necessary or desirable, determining Lessee's use of the Leased
Premises, or determining if an act of default under this Lease has occurred.
Lessor shall have the right to (during the last 30 days of this lease and during
business hours) to show the Leased Premises to prospective tenant.
18. ASSIGNMENT OR SUBLEASE: Lessee shall have the right to transfer and
assign, in whole or in part, its rights and obligations in the building and
property that are the subject of this Lease with the following exceptions
(unacceptable businesses are automotive repair, restaurant, paint and body shop,
private club, high personnel usage business or business in Lessor's sole opinion
not compatible with the business complex). Lessee shall not assign this Lease or
sublet all or any part of the Leased Premises without the prior written consent
of Lessor which consent shall not be unreasonably withheld. Lessor shall have
the option, upon receipt from Lessee of written request for Lessor's consent to
subletting or assignment, to cancel this Lease as of the date the requested
subletting or assignment is to be effective. The option shall be exercised, if
at all, within fifteen (15) days following Lessor's receipt of written notice by
delivery to Lessee of written notice of Lessor's intention to exercise the
option. In the event of any assignment or subletting, Lessee shall nevertheless
at all times, remain fully responsible and liable for the payment of the rent
and for compliance with all of its other obligations under the terms, provisions
and covenants of this Lease. Upon the occurrence of an "event of default' as
defined below, if all or any part of the Leased Premises are then assigned or
sublet, Lessor, in addition to any other remedies provided by this Lease or
provided by law, may, at its option, collect directly from the assignee or
subtenant all rents becoming due to Lessee by reason of the assignment or
sublease, and Lessor shall have a security interest in all properties on the
Leased Premises to secure payment of such sums. Any collection directly by
Lessor from the assignee or subtenant shall not be construed to constitute a
notation or a release of Lessee from the further performance of obligations
wider this Lease.
19. LANDLORD'S LIEN: As security for Lessee's payment of rent, damages and
all other payments required to be made by this Lease, Lessee hereby grants to
Lessor a hen upon all property of Lessee now or subsequently located upon the
Leased Premises. If Lessee abandons or vacates any substantial portion of the
Leased Premises or in default in the payment of any rentals, damages or other
payments required to be made by this Lease or is in default of any other
provision of this Lease, Lessor may enter upon the Leased Premises without
liability for trespass, by picking or changing locks if necessary, and take
possession of all or any part of the personal property, and may sell all or any
part of the personal property at a public or private sale, in one or successive
sales with or without notice, to the highest bidder for cash, and on behalf of
Lessee, sell and convey all or pan of their personal property to the highest
bidder, delivering to the highest bidder all of Lessee's title and interest in
the personal property sold him. The proceeds of the sale of the personal
property shall be applied by Lessor toward the reasonable costs and expenses of
the sale, including attorney's fees, and then toward the payment of all sums
then due by Lessee to Lessor under the terms of this Lease; any excess remaining
shall be paid to Lessee or any other person entitled thereto by law.
20. UNIFORM COMMERCIAL CODE: To the extent, if any, this Lease grants
Lessor any hen or hen rights greater than provided by the laws of this State
(the State in which the Leased Premises are located) pertaining to "Landlord's
Liens", this Lease is intended as and constitutes a security
agreement within the meaning of the Uniform Commercial Code of this State and,
Lessor, in addition to the rights prescribed in this Lease, shall have all of
the rights, titles, hens and interests in and to Lessee's property now or
hereafter located upon the Leased Premises which are granted a secured party, as
that term is defined, under this State's Uniform Commercial Code to secure the
payment to Lessor of the various amounts provided in this Lease. Lessee will on
request execute and deliver to Lessor a financing statement for the purpose of
perfecting Lessor's security interest under this Lease or Lessor may file this
Lease or a copy thereof as a financing statement.
21. DEFAULT: The following shall be deemed to be events of default by
Lessee wider this Lease:
a. Failure to pay when due any designated installment of rent or any other
payment required pursuant to this lease and such failure shall continue for a
period of fifteen (15) days.
b. Failure to correct any other breach of a condition or requirement of
this lease, other than the payment of Rent or any other payment required
pursuant to this lease, within ten (10) days after written notice to Lessee.
c. Adjudication as a bankruptcy, insolvency, assignment for the benefit of
creditors, proceedings under the National Bankruptcy Act or the appointment of a
receiver or trustee of all of or substantially all of Lessee's assets.
d. The substantial abandonment of the Leased Premises by Lessee or failure
of Lessee to operate its business from the Leased Premises and the continuance
of such failure for thirty (30) days.
22. LESSOR'S REMEDIES: Upon occurrence of an event of default, the Lessor
may pursue any one or more of the following remedies:
a. REMEDIES, TENANT REMAINING IN POSSESSION: Upon the occurrence of any
event of default enumerated in paragraph 21 hereof, Lessor shall have the option
of (i) terminating the lease, by written notice thereof to Lessee, (ii)
continuing this lease in full force and effect, or (iii) curing such default on
behalf of Lessee
(1) In the event Lessor shall terminate this lease, the following shall
occur. Upon written notice to Lessee, this lease shall be ended to Lessee
and all persons holding under Lessee, and all of Lessee's rights shall be
forfeited and lapsed, as if this lease had expired by lapse of time and
there shall immediately become due and payable the amount by which (i) the
total of the rent and the benefits which would have accrued to Lessor under
this Lease for the remainder of the term if the terms and provisions of
this lease had been fully complied with by Lessee exceeds (ii) the then-
fair-market rental value of the premises for the balance of the term (it
being the intention of both parties hereto that Lessor shall receive the
benefit of its bargain); and the Lessee shall immediately surrender the
Leased Premises to Lessor. If Lessee shall fail to do so Lessor may without
notice and prejudice to any other remedy available enter and take
possession of the Leased Premises and remove Lessee and or anyone occupying
the Leased Premises and its effects without being liable to prosecution or
any claim for damages, in addition to the sum immediately due from Lessee
under the foregoing provision, there shall be recoverable from Lessee:
(a) the cost of restoring said Leased Premises to good condition,
normal wear and tear excepted;
(b) all accrued sums, plus interest at the rate of ten percent
(10%) per annum and late charges, if in arrears, under the terms of
this lease up to the date of termination:
(c) Lessor's cost of recovering possession of the Leased Premises;
and
(d) rent and sums accruing subsequent to the date of termination
pursuant to the holdover provisions of paragraph 8.
(2) In the event that Lessor shall elect to continue this Lease in full
force and effect and Lessee shall continue to be liable for all rents,
Lessor shall nevertheless have all the rights of re-entry upon said Leased
Premises without becoming liable for damages, or guilty of a trespass and
Lessor after re-entry may relet the Leased Premises or any part thereof,
for a period of time equal to or lesser or greater than the remainder of
the term on whatever terms and conditions Lessor, at Lessor's sole
discretion, deems advisable. Against the rents and sums due from Lessee to
Lessor during the remainder of the term, credit shall be given Lessee in
the net amount of rent received from the new tenant after deduction by
Lessor for: (i) the cost incurred by Lessor in reletting the Leased
Premises (including, without limitation, remodeling costs, brokerage fees
and the like; (ii) the accrued sums,
plus interest and late charges if in arrears, under the terms of this
lease; (iii) Lessor's cost of recovering possession of the Leased Premises;
and (iv) the cost of storing any of Lessee's property left the Leased
Premises after re-entry.
Notwithstanding any provision in this paragraph 23 to the contrary, upon
the default of any substitute tenant or upon the expiration of the lease
term of such substitute tenant before the expiration of the term hereof,
Lessor may, at Lessor's election, either relet to still another substitute
tenant, or terminate this lease and exercise its rights under this
paragraph 22.
(3) In the event Lessor shall elect to cure the default of Lessee at
Lessor's expense, the cost of such cure plus interest thereon at the rate
of ten percent (10%) per annum shall become additional rent and shall
become due immediately.
b. REMEDIES, ABANDONMENT: Upon abandonment, Lessor shall have the
option of either: (1) terminating this Lease by written notice thereof
to Lessee, or (2) continuing this Lease in full force and effect.
22a(l) shall be applicable except subparagraph (c) (costs of recovering
possession) and subparagraph (d) (holdover rent). In the event Lessor
shall continue this lease in full force and effect, Lessor may from
time to time ▇▇▇ Lessee to recover all amounts accrued to the date of
suit under the terms and provisions of the Lease (plus legal costs)
without such suit constituting termination of this lease or relet the
Leased Premises under all the terms and provisions hereof except costs
of recovering the Leased Premises.
23. WAIVER OF DEFAULT OR REMEDY: Failure of Lessor to declare an event of
default immediately upon its occurrence, or delay in taking any action in
connection with an event of default, shall not constitute a waiver of the
default, but Lessor shall have the right to declare the default at any time and
take such action as is lawful or authorized under this Lease. Pursuit of any one
or more of the remedies set forth in paragraph 22 above shall not preclude
pursuits of any one or more of the other remedies provided elsewhere in this
Lease or provided by law, nor shall pursuit of any remedy provided constitute a
forfeiture or waiver of any rent or damages accruing to Lessor by reason of the
violation of any of the terms, provisions or covenants of this Lease. Failure by
Lessor to enforce one or more of the remedies provided upon an event of default
shall not be deemed or construed to constitute a waiver of the default or of any
other violation or breach of any of the terms, provisions and covenants
contained in this Lease.
24. SURRENDER AT TERMINATION: At the expiration or termination of this
Lease, Lessee shall peaceably vacate the Leased Premises and deliver all
alterations and additions thereto in good repair and condition, reasonable wear
and tear expected, restoring the Leased Premises wherever necessary and leaving
it clean and neat. Any of Lessee's trade fixture's and or personal property not
removed at the expiration or other termination of this Lease (or within seventy
two (72) hours after a termination by reason of Lessee's default may be
appropriated, sold, destroyed or otherwise disposed of by Lessor without notice
or obligation to compensate Lessee or to account for such disposition, Lessee
shall pay to Lessor all costs incurred by Lessor in connection therewith.
Lessee's obligations under this section shall survive expiration or other
termination of this Lease.
25. ACTS OF GOD: Lessor shall not be required to perform any covenant or
obligation in this lease, or be liable in damages to Lessee, so long as the
performance or non-performance of the covenant or obligation is delayed, caused
by or prevented by an act of God or force majeure.
26. ATTORNEY'S FEES: In the event Lessee defaults in the performance of
any of the terms, covenants, agreements or conditions contained in this Lease
and Lessor places in the hands of an attorney the enforcement of all or any part
of this lease, the collection of any rent due or to become due or recovery of
the possession of the Leased Premises, Lessee agrees to pay Lessor reasonable
attorney's fees for the services of the attorney, whether suit is actually filed
or not. In no event shall the attorney's fees be less than fifteen percent (15%)
of the outstanding balance owed by Lessee to Lessor.
27. HOLDING OVER: a. Unless otherwise notified by lessor, if Lessee shall
continue to occupy the Leased Premises following the expiration of this Lease
Agreement such occupancy shall be deemed a mouth-to-mouth tenancy. During such
tenancy all terms, provisions and conditions of the Lease Agreement shall apply
to the mouth-to-mouth tenancy except those terms, provisions and conditions
pertaining to the Lease Term. Such mouth-to-month tenancy may be terminated by
either Lessor or Lessee with at least one full months previous written notice to
the other party.
a. If Lessee continues to occupy the Leased Premises after the expiration
or earlier termination of this Lease Agreement against Lessor's will or if
Lessee fails to renew this Lease Agreement at Lessors request prior to the
expiration of this Lease Agreement or under a month-to-month tenancy one full
month after notice of such lease renewal request from Lessor to Lessee, Lessee
agrees to pay Lessor as Liquidated damages for each month of continued occupancy
an amount equal to one and a half (1.5) times the rent being paid for the month
the Lease Agreement expires or
is terminated. No receipt of money after the expiration or termination of this
Lease Agreement shall reinstate or extend this Lease or affect any prior notice
given by Lessor to Lessee.
28. RIGHTS OR MORTGAGEE: Lessee accepts this Lease subject and subordinate
to any recorded mortgage, deed of trust or other lien presently existing upon
the Leased Premises. Lessor is hereby irrevocably vested with full power and
authority to subordinate Lessee's interest under this Lease to any mortgage,
deed of trust or other lien hereafter placed on the Leased Premises, and Lessee
agrees upon demand to execute additional instruments subordinating this lease as
Lessor may require. If the interests of Lessor under this Lease shall be
transferred by reason of foreclosure or other proceedings for enforcement of any
mortgage on the Leased Premises, Lessee shall be bound to the transferee
(sometimes called the "Purchaser") under the terms covenants and conditions of
this Lease for the balance of the term remaining, and any extensions or
renewals, with the same force and effect as if the Purchaser were Lessor under
this Lease, and Lessee agrees to attorney to the Purchaser, including the
mortgagee under any such mortgage if it be the Purchasers as its Lessor, the
attornment to be effective and self-operative without the execution of any
further instruments upon the Purchaser succeeding to the interest of Lessor
under this Lease. The respective rights and obligations of Lessee and the
Purchaser upon the attornment, to the extent of the then remaining balance of
the term of this Lease,. and any extensions and renewals, shall be and are the
same as those set forth in this Lease.
29. LIABILITY OF LESSOR: SALE BY LESSOR- Lessee shall look solely to
Lessor's interest in the building and land upon which the Leased Premises is
situated, for recovery of any judgment against Lessor. A sale, conveyance, or
assignment of Lessor's interest in the Leased Premises shall operate to release
Lessor from all the covenants, terms, and conditions of this Lease, expressed or
implied, and Lessee agrees to look solely to the successor in interest of the
Lessor for the performance of such obligations.
30. ESTOPPEL CERTIFICATES: Lessee agrees to furnish promptly, from time to
time, upon request of Lessor or Lessor's mortgagee, a statement certifying that
Lessee is in possession of the Leased Premises; the Leased Premises are
acceptable; the Lease is in full force and effect; the Lease is unmodified;
Lessee claims no present charge, hen, or claim of offset against rent; the rent
is paid for the current month, but is not paid and will not be paid for more
than one month in advance; there is no existing default by reason of some act or
omission by Lessor; and such other matters as may be reasonable required by
Lessor or Lessor's mortgagee.
31. SUCCESSORS: This Lease shall be binding upon and inure to the benefit
of Lessor and Lessee and their respective heirs, personal representatives,
successors and assigns. It is hereby covenanted and agreed that should Lessor's
interest in the Leased Premises cease to exist for any reason during the term of
the Lease then notwithstanding the happening of such event this Lease
nevertheless shall remain unimpaired and in full force and effect and Lessee
hereunder agrees to attorney to the then owner of the Leased Premises.
32. RENT TAX: If applicable in the jurisdiction where the Leased Premises
are situated, Lessee shall pay and be liable for all rental, sales and use taxes
or other similar taxes, if any, levied or imposed by any city, state, county or
other governmental body having authority, such payments to be in addition to all
other payments required to be paid to Lessor by Lessee under the terms of this
Lease. Any such payment shall be paid concurrently with the payment of the rent
upon which the tax is based as set forth above.
33. NOTICE: a. All rent and other payments required to be made by Lessee
shall be payable to Lessor at the address set forth below, or any other address
Lessor may specify from time to time by written notice delivered to Lessee.
a. All payments required to be made by Lessor to Lessee shall be payable to
Lessee at the address set forth below, or at any other address within the United
States as Lessee may specify from time to time by written notice.
b. Any notice or document required or permitted to be delivered by this
Lease shall be deemed to be delivered (whether or not actually received) when
deposited in the United States Mail, postage Prepaid certified or registered
mail, return receipt requested, addressed to the parties at the respective
addresses (Legal Address) set out at the end of the main body of this Lease.
34. DEFINITIONS: These definitions apply to the terms defined as those
terms used throughout this Lease.
a. "Abandon" means the vacating of all or a substantial portion of the
Leased Premises by Lessee, whether or not Lessee is in default of the rental
payments due under this Lease.
b. An "act of God" or "force majeure" is defined for purpose of this Lease
as strikes, lockouts, sit-downs, material or labor restrictions by any
governmental authority, riots, floods-, washouts, explosions, earthquakes, fire,
storms, acts of the public enemy, wars, insurrections and
any other cause not reasonable within the control of Lessor and which by the
exercise of due diligence Lessor is unable, wholly or in part, to prevent or
overcome.
c. The "commencement date" shall be the date set forth in paragraph 2. The
"commencement date" shall constitute the commencement of this Lease Agreement
for all purposes, whether or not Lessee has actually taken possession.
d. "Real property tax" means all city, state and county taxes and
assessments including special district taxes or assessments.
e. The captions appearing in this Lease are inserted only as a matter of
convenience and in no way define, limit, construe or describe the scope or
intent of such paragraph.
35. ACCEPTANCE OF LEASED PREMISES: Lessee acknowledges that it has
inspected the Leased Premises and accepts the same and the improvements erected
thereon in their present condition as suitable for the purpose for which the
same are leased.
36. SEVERABILITY: Should any part or provision of this Lease or the
application thereof to any person or circumstance be invalid or unenforceable to
any extent, the remainder of this Lease and the application of such provisions
to other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
37. CORPORATE AUTHORITY: If Lessee executes this Lease as a corporation,
the person or persons executing this Lease on behalf of Lessee do hereby
personally represent and warrant that Lessee is a duly authorized and existing
corporation and the Lessee is qualified to do business in the state in which the
Leased Premises are located. That the corporation has full.111 right and
authority to enter into this Lease, and that each person signing on behalf of
the corporation is authorized to do so. In the event any representation or
warranty is false, all persons who execute this Lease shall be liable,
individually, as Lessee.
38. ENTIRE AGREEMENT AND LIMITATION OF WARRANTIES: IT IS EXPRESSLY AGREED
BY LESSEE, AS A MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT
THIS LEASE, WITH THE SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE
ENTIRE AGREEMENT OF THE PARTIES, THAT THERE ARE, AND WERE, NO VERBAL
REPRESENTATIONS, WARRANTIES, UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR
PROMISES AND OR IMPLICATIONS BY WAY OF LESSORS ACTIONS OR LACK THEREOF
PERTAINING TO THIS LEASE OR THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS
NOT INCORPORATED IN WRITING IN TIES LEASE. LESSOR AND LESSEE EXPRESSLY AGREE
THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR
OF ANY OTHER KIND ARISING OUT OF THIS LEASE. IT IS LIKEWISE AGREED THAT THIS
LEASE MAY NOT BE ALTERED. WAIVED, AMENDED OR EXTENDED EXCEPT BY AN INSTRUMENT IN
WRITING SIGNED BY BOTH LESSOR AND LESSEE.
39. PLACE OF PERFORMANCE: Any legal suit arising from or relating to this
Lease shall be brought in Collin County in the state of Texas except eviction
proceedings which shall take place in the county where the Leased Premises lies.
40. SPECIAL PROVISIONS: Lessor agrees to warrant the Heating and air
conditioning system for a period of 90 days commencing 1997'and Ending -11 ,
1997., which shall not include routine maintenance,or damage to HVAC as a
result of neglect or vandalism. In slireff2 for Lessor to make repairs under
this warranty, Lessor must offer and perform the repairs. Lessor agrees to
respond to a request for repair within a reasonable period of request, which
shall mean inspection and commencement of repairs within two (2) business-days
of request received.
Lessee acknowledges that parking is limited to 10 spaces immediately in
front and back of the leased premises. Other parking may take place on a not to
interfere basis with other tenants elsewhere in the complex. Of parking becomes
excessive, Lessee will be required to lease parking from adjacent properties.
Executed the 9th day of October, 1997.
LESSOR: LESSEE:
DSW Property Management Lanstar Systems Technology, Inc.
A subsidiary of Lanstar Semiconductor Inc.
A General Partnership a (Business Type Corporation)
By: by:
------------------------ ---------------------------
Signature Signature
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Owner/Managing ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
Partner
(Name/Title) (Name/Title)
Ph# (O) (▇▇▇) ▇▇▇-▇▇▇▇ Ph# (O)
(H) (▇▇▇) ▇▇▇-▇▇▇▇ (H)
LESSOR'S LESSEE'S
LEGAL ADDRESS LEGAL ADDRESS
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇