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OFFICE SPACE LEASE
COUNTY OF DURHAM
This lease, dated the 16th of February, 1999, is entered into by Ticon
Properties, LLC, hereinafter referred to as Landlord, and Open Site
Technologies, hereinafter collectively referred to as Tenant.
1. PROPERTY. The Landlord hereby leases to the Tenant ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, located on Highgate Drive, Durham, North
Carolina. It contains approximately 1,130 square feet of office space. The
leased space is shown on Exhibit A attached hereto. Places for motor vehicle
access and parking are provided at the property. Their use is nonexclusive as
set forth in Paragraph 25. Tenant shall use his best efforts to insure that
Tenant's employees housed in Highgate Centre and the newly leased Suite 201 do
not park in any space identified on the property as "Visitor" parking. Parking
is available to Tenant in the gravel lot west of ▇▇▇▇ ▇▇▇▇▇▇▇▇ Centre and in the
adjacent parking at Triangle Medical Center.
2. CONDITION OF PROPERTY. The Landlord will provide standard
fit-up as shown on Exhibit B and install a standard 3' wide opening on the
common wall separating expansion areas of ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇. Tenant shall
reimburse to the Landlord the cost of installing said opening by payment of same
with the payment of the Tenant's first month's rent on Suite 201. Mini-blinds
will be furnished on all windows. At the commencement of the term, the Tenant
shall accept the building, improvements, and any fixtures on or in the Leased
Premises, in their existing condition except for punch list items mutually
agreed upon by Landlord and Tenant. All foregoing renovations or improvements
shall be completed by the Landlord prior to commencement of the Lease.
3. TERM. The term of this Lease shall commence on the 1st day of
March 1999, and shall expire on September 30th, 2001, or in the event that the
Leased Premises cannot be made available to the Tenant on the date above
mentioned, this Lease shall commence ten (10) days after the Landlord has
notified the Tenant that the Leased Premises are available for occupancy by the
Tenant.
4. RENT. The Tenant shall pay to the Landlord the monthly rent of
$1,224.00 during Year 1 of the Lease which shall be payable in advance on the
1st day of each month during the lease term. The monthly rent will increase by
5% on each anniversary date. If the rent has not been paid by the fifth of each
month, it shall be considered overdue. A late charge of 5% shall be due along
with full rental payment. This remedy is in addition to any other rights which
the Landlord has by North Carolina law or as set out herein. The rent shall be
payable to Ticon, Inc. at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
5. TENANT'S USE. The Tenant may use and occupy the leased
property for office purposes.
6. SIGNS. The Tenant will not place any signs or other
advertising matter or material on the exterior of the Leased Premises or on the
building in which the Leased Premises are located, without the prior written
consent of the Landlord. No signs shall be placed in windows for view from
outside the premises without written permission of Landlord.
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7. COVENANT OF QUIET ENJOYMENT. The Tenant, upon paying, the
basic rent and any additional charges herein provided for, and performing all
the other terms of this Lease, shall quietly have and enjoy the leased property
during the term of this Lease.
8. REPAIR AND MAINTENANCE. The Tenant, at its sole expense, shall
keep the leased property, including the interior walls, ceilings, floors and
floor coverings, clean and in good condition, reasonable wear and tear excepted.
Touch-up painting, carpet stains, cigarette ▇▇▇▇▇, and cleaning or repairs of
these items is the financial responsibility of the Tenant. The Landlord agrees
that it will, at its sole cost and expense, keep and maintain the building and
its common or public areas including the parking lot in good working order and
repair.
9. SURRENDER OF LEASED PROPERTY. At the expiration of the Lease
term, the Tenant shall surrender the leased property in as good condition as it
was at the beginning of the term, normal wear and tear excepted.
10. ALTERATIONS. No alterations, additions or improvements to the
leased property, other than a security alarm system, shall be made by the Tenant
without the written consent of the Landlord. This includes any interior painting
or other acts of a fairly permanent nature. In the event Landlord consents to
the proposed alterations, additions, or improvements, the same shall be at
Tenant's sole cost and expense, and Tenant shall hold Landlord harmless on
account of the cost thereof. Any such alterations shall be made at such time and
in such manner as not to unreasonably interfere with the occupation, use and
enjoyment of the remainder of the building by the other occupants. If required
by Landlord, such alterations shall be removed by Tenant upon the termination or
sooner expiration of the term of this Lease and Tenant shall be financially
responsible for repairs to the premises caused by such removal.
11. UTILITIES. The Tenant shall pay all charges for electricity
used, rendered or supplied upon or in connection with the leased property. The
Tenant will pay all charges for telephone or other communication service used,
rendered or supplied upon or in connection with the leased property, and shall
indemnify the Landlord against any liability or damages on such account.
Landlord will provide water for normal office use.
12. JANITORIAL. The Tenant shall pay for routine janitorial
service related to interior cleaning of the unit.
13. COMMON AREA MAINTENANCE. The Landlord will be responsible for
all maintenance and cleaning of the exterior of the building, grounds, and
parking lot.
14. INSURANCE. The Landlord shall secure for its own account, fire
and extended coverage insurance on the leased property in an amount satisfactory
to it or as required by the mortgage lender.
The Tenant shall secure an insurance policy covering the contents of
the premises and providing public liability insurance naming the Landlord as an
additional insured. Tenant further shall provide Landlord with evidence of said
coverage.
The Tenant agrees that the Tenant will not do or suffer to be done,
anything objectionable to the fire insurance companies whereby the fire
insurance or any other insurance now in force or hereafter to be placed on the
demised premises, or any part thereof, or on the building of which the demised
premises
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may be a part, to become void or suspended, or whereby the same shall be rated
as a more hazardous risk than at the date of the execution of this lease. Tenant
agrees not to employ any person or persons objectionable to the fire insurance
companies, or carry or have any benzine or explosive material of any kind in and
about the demised premises. In case of a breach of this covenant (in addition to
all other covenants of this lease) the Tenant agrees to pay to the Landlord as
additional rent, upon demand, any and all increase or increases of premiums on
insurance carried by the Landlord on the demised premises, or any part thereof,
or on the building of which the demised premises may be a part, caused in any
way by the occupancy of the Tenant.
15. TAXES. The Landlord will pay ad valorem taxes on the real
property. Tenant will pay ad valorem taxes on its contents.
16. DEFAULT OF TENANT - EVENTS OF DEFAULT. The happening of any
one or more of the following listed events shall be an event of default.
A. The failure of Tenant to pay any rent payable
hereunder and the continued failure to pay the same for five (5) days
after such payment is due, whether or not Landlord notifies Tenant that
such payment is due.
B. The failure of Tenant to fully and promptly perform
any act agreed to be done and performed or pay any sum (other than
rent) due to be paid pursuant to the terms of this lease.
C. The commencement in any court or tribunal of any
proceedings, voluntary or involuntary, to declare Tenant insolvent or
unable to pay its debts; or the filing by or on behalf of or against
Tenant of any petition or pleading to declare Tenant bankrupt under any
bankruptcy law or act; or the appointment by any court or under any law
of a receiver, trustee or other custodian of the property, assets or
business of Tenant; or the assignment by Tenant of all or any part of
its property or assets for the benefit of creditors.
D. The levy of execution, attachment or other taking of
property, assets or the leasehold interest of tenant by process of law
or otherwise in satisfaction of any judgment, debt, claim or lien.
Landlord's Responses to Events of Default. Upon the happening of any
event of default, Landlord, at Landlord's option, may at any time thereafter but
only during the continuance of such event of default (1) terminate this lease,
or (2) terminate Tenant's right to possession and occupancy of the premises,
without terminating the term of this lease, and in the event Landlord shall
exercise such right of election the same shall be effective as of the date of
such event of default upon written notice of Landlord's election given by the
Landlord to the Tenant at any time after the date of such event of default. Upon
any termination of the term hereof, whether by lapse of time or otherwise, or
upon any termination of Tenant's right of possession or occupancy of the
premises without terminating the term hereof, Tenant shall promptly and
peaceably surrender possession and vacate the premises and deliver possession
thereof to Landlord, and the Tenant hereby grants to Landlord full and free
license to enter into and upon the premises in such event and with or without
process of law to repossess the premises as of Landlord's former estate and to
expel or remove Tenant and any others who may be occupying the premises and to
remove therefrom any and all property, using for such purpose such force as may
be necessary without being guilty of or liable for trespass, eviction, forcible
entry or detainer or any other tort, and without relinquishing Landlord's right
to rent or any other right given to Landlord hereunder or by operation of law.
Except as expressly provided in this lease to the contrary, Tenant hereby
expressly waives the
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service of any demand by Landlord for the payment of rent or for possession of
the premises or to re-enter the premises, including any and every form of demand
and notice now or hereafter prescribed by any statute or any other law or
ordinance, to the extent that any such statutory demand requirement may be
waived.
17. PERFORMANCE OF TENANT'S OBLIGATION. If the Tenant shall be in
default hereunder, the Landlord may cure such default on behalf of the Tenant,
in which event, the Tenant shall reimburse the Landlord for all sums paid to
effect such cure, together with interest at the rate of 18% per annum and
reasonable attorney's fees, should an attorney's services be required. In order
to collect such reimbursement, the Landlord shall have all the remedies
available under this lease for a default in the payment of rent.
18. RIGHT OF ENTRY. The Landlord and its representatives may enter
the leased property, at any reasonable time, for the purpose of inspecting the
leased property, performing any work called for by this lease or which the
Landlord elects to undertake made necessary by reason of the Tenant's default
under the terms of this lease, exhibiting the leased property for sale, lease or
mortgage financing. Landlord shall notify Tenant prior to entry under this
Article and allow Tenant the opportunity to accompany Landlord during the entry.
19. FIRE OR CASUALTY. If all or a substantial part (50% or more)
of the leased property or the building of which the leased property is a part is
damaged or destroyed by fire or any other casualty, then either party may
terminate this lease. If less than a substantial part (less than 50%) of the
leased property is damaged or destroyed by fire or other casualty insured under
the standard fire insurance policy with approved standard extended coverage
endorsement applicable to the leased property, the Landlord may, at its option,
repair and rebuild the leased property with reasonable diligence, and if there
is an interference with the operation of the Tenant's business in the leased
property, the rent shall be equitably apportioned for the duration of such
repairs in proportion to the extent to which there is interference with the
operation of the Tenant's business.
20. CONDITIONAL MUTUAL RELEASE OF LIABILITY TO EXTENT OF SPECIFIC
INSURANCE COVERAGE. Neither the Landlord nor the Tenant shall be liable to the
other for any loss or damage to property or injury to or death of persons
occurring on the leased property or the adjoining property, or in any manner
growing out of or connected with the Tenant's use or occupation of the leased
property, whether or not caused by the negligence or other fault of the Landlord
or the Tenant or of their respective agents, employees, subtenants, Licensees,
or assignees. This release shall apply only to the extent that such loss or
damage to property, or injury to or death of persons is covered by insurance,
regardless of whether such insurance is payable to or protects the Landlord or
the Tenant or both. Nothing in this paragraph shall be construed to impose any
other or greater liability upon either the Landlord or the Tenant than would
have existed in the absence of this paragraph. This release shall be in effect
only so long as this release does not affect the right of the insured to recover
under such policies.
21. ASSIGNMENT. The Tenant may not assign this lease or sublet the
leased property without the written consent of the Landlord. This consent will
not be unreasonably withheld. Such assignment or sublet shall in no way relieve
the Lessee from any obligations for the payment of rents or the performance of
the conditions, covenants and provisions of this lease.
22. SECURITY DEPOSIT. Tenant will upon execution of this lease,
deposit with Landlord the sum of One Thousand Two Hundred Twenty-four Dollars
and 00/100 ($1,224.00) (hereinafter
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referred to as the "Security Deposit") as additional security for the full
performance of every provision of this Lease by Tenant. Landlord may apply all
or any part of the Security Deposit to cure any default by Tenant hereunder and
Tenant shall promptly restore to the Security Deposit all amounts so applied
upon invoice. If Tenant shall fully perform each provision of this Lease, any
portion of the Security Deposit which has not been appropriated by Landlord in
accordance with the provisions hereof shall be returned to Tenant without
interest within thirty (30) days after the expiration of the full stated term of
this Lease.
23. RISK OF LOSS. The Landlord shall not be held responsible for,
and is hereby relieved from all liability by reason of any injury or damage to
any person, persons, or property in the demised premises, whether belonging to
the Tenant or any other person, caused by any fire or by any breakage or leakage
in any part or portion of the demised premises, or in any part or portion of the
building of which the demised premises are a part, unless such breakage,
leakage, injury, or damage be caused by or result from the negligence of the
Landlord or his agent.
24. CONDEMNATION. In the event that the demised premises, or any
of the parking areas, or any part thereof, are taken or condemned for a public
or quasi-public use or conveyed under threat of such condemnation, this lease
shall, as to the part so taken, terminate as of the date title shall vest in the
condemnor. No part of any award or compensation shall belong to the Tenant. In
no event shall the Lessor be liable to the Lessee for any business interruption,
diminution in use or for the value of any unexpired term of this lease.
25. MOTOR VEHICLE ACCESS AND PARKING. There are areas for motor
vehicles access to the Leased Premises and for parking near the Leased Premises.
Motor vehicles access and parking rights will be non-exclusive and will be
shared by Landlord and other Tenants and their invitees and customers.
26. SUBORDINATION. This lease shall be subject and subordinate at
all times to the lien of any deeds of trust or other encumbrances now or
hereafter placed on the land and buildings demised or of which the demised
premises form a part without the necessity of any further instrument or act on
the part of the Tenant to effectuate such subordination, but the Tenant
covenants and agrees to execute and deliver upon demand such further instrument
or instruments evidencing such subordination of this lease to the lien of any
such deed of trust or other encumbrances as shall be desired by any mortgagee or
proposed mortgagee or by Landlord. The Tenant hereby appoints the Landlord the
attorney-in-fact of the Tenant irrevocably to execute and deliver any such
subordination instrument or instruments for and in the name of the Tenant.
27. BINDING EFFECT. The covenants, terms, conditions, provisions,
and undertakings in this lease or in any renewals thereof shall extend to and be
binding upon the heirs, executors, administrators, successors and assigns of the
respective parties hereto.
28. ENTIRE AGREEMENT. This lease contains the entire agreement
between the parties and cannot be changed or terminated orally. It may be
changed by a statement signed by the party whose interest is adversely affected
or who is to be bound by such change or by a writing signed by both parties.
29. ENVIRONMENTAL COMPLIANCE. Tenant will not do anything on the
premises or the common or public areas of the Property that poses a hazard to
the environment or violates environmental laws, ordinances or regulations.
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30. HOLDING OVER AFTER LEASE EXPIRATION. Either party hereto may
terminate this Lease Agreement at the end of the term by giving the other party
written notice sixty (60) days prior thereto; but in default of such notice,
this Lease shall continue, upon the same terms and conditions as are herein
contained, for a further period of thirty (30) days, and so on from month to
month until terminated by either party hereto, giving to the other party thirty
(30) days written notice prior to the expiration of the term.
31. NOTICES. For the purpose of notice or demand, the respective
parties shall be served by certified or registered mail addressed to the Tenant
or to the Landlord at their respective principal office addresses as shown at
the beginning of this Lease. Written notice may be given by any other means with
the burden of showing delivery on the sender.
32. STRICT PERFORMANCE. The failure of either party to insist in
any instance on strict performance of any covenant hereof or to exercise any
option herein contained, shall not be construed as a waiver of such covenant or
option.
33. OBSERVATION OF LAWS. Tenant agrees to comply with all public
laws, ordinances, rules or regulations related to use of the Leased Premises.
Should any installation of fire prevention apparatus, electrical rewiring,
plumbing changes or structural changes in the building or the Leased Premises be
required by law, they shall be made by Landlord. Fees charged for inspections
for fire prevention and installation of fire extinguishers will be the
responsibility of the Tenant. Fire extinguishers provided by Tenant will be
deemed personal property belonging to the Tenant to be taken by the Tenant upon
vacating the office space.
34. TENANT'S BROKER. Tenant shall be responsible for payment of
any real estate commissions to Tenant's broker - Corporate Realty Advisor.
Landlord shall be responsible for payment of any real estate commission to
▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ Real Estate.
35. LANDLORD UPFIT. Per Exhibit A as attached, Landlord agrees to:
(1) Relocate Wall "A" as shown and add door Al; (2) add framed wall openings B
and C to be 4' wide and standard door height, but no door; and (3) add
electrical outlets and phone boxes per Exhibit A. Landlord's cost to upfit Suite
201 is $1,700 which will be paid by Tenant to Landlord prior to Tenant's
occupancy of space.
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LANDLORD: Ticon Properties, LLC
By: /s/ W. ▇▇▇▇ ▇▇▇▇▇▇ Date: 2/17/99
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TENANT
Open Site Technologies, Inc. [Corporate Seal]
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ 2/16/99
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Date
Attest:
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Secretary
GUARANTY
As acknowledged by the signature below, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ personally
guarantees all terms and conditions of the foregoing lease for a period of one
(1) year from the commencement date identified in Paragraph 3 herein.
By:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇
Date:
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LANDLORD'S ACKNOWLEDGMENT
STATE OF NORTH CAROLINA
COUNTY OF DURHAM
I, a Notary Public for the County and State aforesaid, certify that W.
▇▇▇▇ ▇▇▇▇▇▇, Manager of Ticon Properties, LLC, a North Carolina Limited
Liability Company personally appeared before me this day and executed the
foregoing instrument.
Witness my hand and official seal this 17th day February, 1999.
/s/ S. ▇▇▇ ▇▇▇▇▇▇▇▇
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Notary Public
My Commission Expires: 10-27-03
TENANT'S ACKNOWLEDGMENT
STATE OF NORTH CAROLINA
COUNTY OF DURHAM
I, ▇▇▇▇▇▇ ▇▇▇▇▇ a Notary Public for the County and State aforesaid, do
hereby certify that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇ personally appeared before me this day
and acknowledge that he is CEO of OpenSite Technologies, Inc., a Delaware
Corporation and that by authority duly given and as the act of the corporation,
the foregoing instrument was signed in its name by its CEO, sealed with its
corporate seal, and attested by him as its CEO.
Witness my hand and official seal this 16th day of February, 1999.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Notary Public
My Commission Expires: 10-27-99
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EXHIBIT A
[Architectural Design of Space]
