Exhibit Section
Exhibit (10.5)
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
LEASE AGREEMENT
THIS LEASE is entered into by Lessor and Lessee as described in the following
Basic Lease Information on the date that is set forth for reference only in the
following Basic Lease Information. Lessor and Lessee agree:
ARTICLE 1. BASIC LEASE INFORMATION
In addition to the terms that are defined elsewhere in this Lease, these
terms as used in this Lease shall have the following meaning:
(a) LEASE DATE: October 15th 1999
(b) LESSOR AND LESSOR'S MAILING ADDRESS: Forms Control Co., Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(c) LESSEE AND LESSEE'S MAILING ADDRESS: Transdata Systems, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(d) LEASED PREMISES:
The premises located at 8408 and ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (referred to also as the "Building").
(e) RENTABLE AREA OF THE PREMISES: Approximately 1,800 square feet of
office space and approximately 14, 000 square feet of warehouse
space.
(f) TERM: 60 months beginning on the Commencement Date and expiring on
the Expiration Date, unless earlier terminated under the terms
and conditions of this Lease, including the right to terminate
as specified in Section 3.1.
(g) COMMENCEMENT DATE: November 1, 1999
(h) CONTEMPLATED USE: The Premises may be used for general
office purposes, printing or copying business, warehousing,
wholesale distribution, light manufacturing, assembly business,
or any other lawful business.
(i) EXPIRATION DATE: 60 months from the Commencement Date.
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(j) SECURITY DEPOSIT: NONE
(k) RENT: $3,915 per month for the Term.
ARTICLE 2. DEFINITIONS:
See Exhibit "A"
ARTICLE 3. AGREEMENT:
3.1 Lessor does hereby lease to Lessee and Lessee does hereby lease
from Lessor the Premises under the terms and conditions of this
Lease. The duration of this Lease will be the Term, except that
either Party may terminate the Lease prior to the Expiration
Date by giving one hundred twenty (120) days prior Notice to the
other Party. Nowtwithstanding the foregoing, the Parties, shall
be bound to perform all of their respective obligations which
are to be performed prior to the Commencement Date and after the
Expiration Date.
ARTICLE 4. RENT:
4.1 Due Date of Rent. Throughout the Term of this Lease, Lessee will
pay Rent to Lessor as rental for the Premises. All Rent more
than fifteen (15) days delinquent shall bear a Late Charge in
the amount of $25.00. Lessee will be notified in writing of any
penalty assessed by Lessor under this Section within fifteen
(15) days of the assessment in absence of which the penalty will
be considered waived.
4.2 Place of Payment of Rent. All payments of Rent shall be mailed
or delivered to Lessor at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Lessor may
from time to time designate other places for payment of Rent by written notice
delivered to Lessee.
ARTICLE 5. TAXES, ASSESSMENTS, CHARGES AND UTILITIES:
5.1 Responsibility for Payment of Taxes. Lessor shall be solely
responsible for the payment of all Real Estate Taxes, Other
Lessor Taxes (collectively "Taxes") upon or with respect to the
Premises (excepting from Lessor's responsibility under this
Section 5.1 all Taxes on the furniture, fixtures, appliances,
equipment and other personal or movable property located on the
Premises (the "Contents")) now or hereafter assessed either in
the name of Lessor, or Lessee.
5.2 Availability of Utilities. Lessor shall be responsible to Lessee
for the quality or availability of utilities or services to the
Premises and improvements, including but not limited to
electricity, gas, energy, telephone, garbage and trash removal
and disposal, sewage or effluent removal or disposal, water and
other utilities or service.
5.3 Payment for Utilities. Lessee shall be solely responsible and
shall promptly pay for all electricity, gas, energy, telephone,
garbage or trash removal and disposal, sewage or
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effluent removal or disposal, water or other utility or service
used or consumed on the Premises.
ARTICLE 6. INDEMNIFICATION; INSURANCE:
6.1 Lessee's Insurance. During the Term of this Lease, Lessee shall
obtain and keep in full force and effect, the following
insurance which may be provided under blanket insurance policies
covering other properties as well as the Premises. Upon Lessor's
request, Lessee will provide Lessor with a certificate(s)
evidencing such insurance:
6.1.1 Liability Insurance. Personal injury, bodily injury and
property damage insurance, naming Lessor as an additional
insured as its interest may appear from time to time, against
liability arising out of Lessee's use, occupancy, or maintenance
of the Premises. Such insurance shall provide coverage for and
shall be in an amount of not less than One Million Dollars
($1,000,000.00) for injury to or death of one or more persons in
any one accident or occurrence. Lessee's insurance shall be
primary with respect to any claim arising out of events that
occur in the Premises.
6.1.2 Lessee's Property Insurance. Commercial property form
insurance with a special form endorsement to the extent of at
least eighty percent (80%) of the insurable value of the all of
the following: Lessee's fixtures, equipment and inventory in the
Premises. During the Term, Lessee shall use the proceeds from
any such policy or policies of insurance for the repair or
replacement of the insured property unless Lessee elects to
terminate the Lease in the event of such casualty. Lessor shall
have no interest in any insurance proceeds Lessee receives for
Lessee's Property and Lessor shall have no interest in any
insurance proceeds Lessee receives for Lessee's Property and
Lessor shall sign all documents which are necessary or
appropriate in connection with the settlement of any claim or
loss by Lessee.
6.1.3 Building Property Insurance. Lessee shall also be
responsible for procuring and maintaining throughout the Term of
this Lease commercial property form insurance insuring the
Leased Premises as follows: (i) The portion of the Leased
Premises located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ for the amount of
$75,000.00; and (ii) The portion of the Leased Premises located
at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ for the amount of $470,000.00.
6.2 Waiver of Subrogation. Neither Lessor nor Lessee shall be liable
to the other or to any insurance company (by way of subrogation
or otherwise) insuring the other party for any loss damage to
any building, structure or other tangible property, or any
resulting loss of income and benefits, even though such loss or
damage might have been occasioned by the negligence of such
party, its agents or employees if any such loss or damage is
covered by insurance benefiting the party suffering such loss or
damage or was required to be covered by insurance pursuant to
this Lease. Lessor and Lessee shall require their respective
insurance companies to include a standard waiver of subrogation
provision in their respective policies.
6.3 Indemnification by Lessee. Lessee shall defend, indemnify, and
hold Lessor and Lessor's agents, officers, directors, employees,
and contractors harmless against and from
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any and all injuries, costs, expenses, liabilities, losses,
damages, injunctions, suits, actions, fines, penalties, and
demands of any kind or nature (including Litigation Expenses)
arising in connection with any and all third party claims
arising out of (a) injuries occurring within the Premises; (b)
any intentional acts or negligence of Lessee or Lessee's agents,
employees, or contractors; (c) any breach or default in the
performance of any obligation on Lessee's part to be performed
under this Lease; or (d) the failure of any representation or
warranty made by Lessee herein to be true when made. This
indemnity does not include the intentional or negligent acts or
omissions of Lessor or its agents, officers, contractors or
employees. This indemnity shall survive termination of this
Lease only as to claims arising out of events that occur prior
to termination of the Lease.
6.4 Indemnification of Lessor. Lessor shall defend, indemnify, and
hold Lessee and Lessee's agents, officers, directors, employees,
and contractors harmless against and from any and all injuries,
costs, expenses, liabilities, losses, damages, injunctions,
suits, actions, fines, penalties, and demands of any kind or
nature (including Litigation Expenses) by or on behalf of any
person, entity or governmental authority occasioned by or
arising out of (a) injuries occuring in any portion of the
property of the Lessor outside the Premises; (b) any intentional
act, or negligence of Lessor or Lessor's agents, employees, or
independent contractors; (c) any breach or default in the
performance of any obligation on Lessor's part to be performed
under this Lease; or (d) the failure of any representation or
warranty made by Lessor herein to be true when made. This
indemnity does not include the intentional or grossly negligent
acts or omissions of Lessor or its agents, officers, contractors
or employees. This indemnity shall survive termination of this
Lease only as to claims arising out of events that occur prior
to termination of this Lease.
ARTICLE 7. IMPROVEMENTS:
7.1 Standard for Use of Premises. Lessee shall use and occupy the
Premises as a prudent administrator and, on the Expiration date,
shall return the same to Lessor in the same condition as
received, broom clean, ordinary wear and tear excepted.
7.2 Requirements for Alterations. No alteration, addition or
improvement to the Premises which exceeds $15,000 in cost shall
be made by Lessee without the advance written consent of Lessor.
Any alteration, addition or improvement made by Lessee after
such consent shall have been given, and any fixtures installed
as a part thereof, shall at Lessor's sole option, which shall be
given at the time that Lessor consent to the alteration is
given, become the property of Lessor upon the Expiration Date or
other sooner termination of this Lease.
7.3 Standards for Construction of Alterations. All alterations,
additions and improvements shall be done in a good and
workmanlike manner.
ARTICLE 8. MAINTENANCE:
8.1 Lessor's Requirements. Lessor shall, at its sole cost and risk,
maintain, repair and
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replace any and all pipes, ducts, wires, mains or conduits which
do not serve the Premises exclusively, the roof and the system
for drainage of water therefrom, the foundation, the floor slab,
the underground and otherwise concealed plumbing, the exterior
walls, all heating ventilation and air conditioning, parking
lots and street curbs, and the structural portion of the
Premises, excluding all windows, window glass, plate glass and
all doors of the Premises. Lessor shall be responsible for
termite eradication and exterior pest control. Lessee shall give
notice to Lessor of the need for repairs, corrections or
replacements, provided Lessee has knowledge thereof, and Lessor
shall proceed promptly to make such repairs, corrections or
replacements. When performing any repairs which involve the
Premises, Lessor shall use reasonable efforts to keep
interference with Lessee's business to a minimum and Lessor
shall (i) perform such work in a good and workmanlike manner;
and (ii) diligently prosecute such work to completion (including
the restoration of Lessee's improvements and fixtures that were
disturbed by Lessor to complete such work). Additionally, Lessor
shall not locate any ducts, pipes, mains, wires or conduits in
any part of the Premises which would materially interfere with
Lessee's operation of its business.
8.2 Lessee's Remedy for Lessor's Failure. If Lessor fails or
neglects to make adequate repairs to the Premises as specified
herein above within thirty (30) days after receipt of notice
from Lessee of the necessity therefor, or within twenty-four
(24) hours in the event of an emergency, then Lessee may, but
shall not be obligated to, make such repairs and Lessor shall
reimburse Lessee for the actual cost thereof within twenty (20)
days after receipt of a ▇▇▇▇ therefor and copies of applicable
invoices. If Lessor fails to reimburse Lessee, Lessee may, at
Lessee's option, deduct said cost from any amounts next due
Lessor until such amount is fully recovered. If such repairs
cannot reasonably be completed within thirty (30) days after
receipt of notice from Lessee of the necessity therefor, and
Lessor commences the making of such repairs within said thirty
(30) day period and thereafter pursues the completion thereof
with reasonable diligence, Lessor shall have such additional
time as is reasonably necessary to complete the same before
Lessee has the right of exercise any remedies set forth in this
Lease.
8.3 Warranty of Working Condition. Lessor warrants that, from the
Commencement Date, the plumbing, fire protection sprinkler (if
any), heating system, electrical system and air conditioning
equipment shall be in good operating condition for a Term. If
Lessor fails remedy item in need of repair and after Lessor has
received thirty (30) days notice from Lessee, Lessee may, but
shall not be obligated to, perform any such maintenance, repairs
and alterations, including all necessary replacements, and
Lessor shall reimburse Lessee for the actual cost thereof within
twenty (20) days after receipt of a ▇▇▇▇ therefor and copies of
applicable invoices. If Lessor fails to reimburse Lessee, Lessee
shall have the right to deduct said cost from any amounts next
due to Lessor until such amount is fully recovered.
ARTICLE 9. EMINENT DOMAIN:
9.1 Taking of Whole of Premises. If the whole of the Premises shall
be acquired or condemned by or through a Taking, then the Term
of this Lease shall cease and terminate as of the date of title
vesting in such proceeding and all Rent shall be paid up to that
date.
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9.2 Partial Taking Rendering Premises Unsuitable. If any part of the
Premises shall be acquired or condemned by a Taking, and in the
event that such partial Taking or condemnation shall render the
Premises unsuitable for Lessee's use, then the Term of this
Lease shall cease and terminate as of the date of title vesting
in such proceeding. Rent shall be paid up to that date.
9.3 Partial Taking not Rendering Premises Unsuitable. In the event a
partial Taking does not render the Premises unsuitable for
Lessee's use, then Lessor shall promptly restore the Premises to
a condition comparable to its condition at the time of the
Taking less the portion lost in the Taking, and this Lease shall
continue in full force and effect. The Rent shall be reduced in
proportion to the area of the Premises taken.
9.4 Damages from any Condemnation Proceeding. Although the damages
in the event of any condemnation belong to Lessor, whether such
damages are awarded as compensation for diminution in value of
the leasehold or to the fee of the Premises, Lessee shall have
the right to claim such compensation as may be separately
awarded or recoverable by Lessee in Lessee's own right on
account of any and all damages to Lessee's business by reason of
the condemnation and for or on account of any cost or loss
incurred by Lessee.
ARTICLE 10. QUIET ENJOYMENT:
10.1 Warranty of Quiet Enjoyment. Lessor warrants and represents that
it has full power and authority to enter into this Lease and to
lease the Premises on such terms and conditions as it deems fit,
and so long as Lessee timely keeps, observes and performs all of
the terms, covenants, conditions and obligations herein
contained, Lessee shall have quiet and undisturbed possession of
the Premises, including, without limitation, freedom of access
to the Building, freedom from constructive eviction, whether
caused by Lessor, other tenants of the Lessor or third persons,
and the ability to continue Lessee's business operations on the
Premises of the Contemplated Use.
ARTICLE 11. SUBORDINATION AND NON-DISTURBANCE:
11.1 This Lease shall be subject and subordinate at all times to the
lien of Lessor's existing and future mortgages. Lessee will
nevertheless execute and deliver such further instruments
subordinating this Lease to the lien of any such mortgage that
may be desired by any such mortgagee, provided such form is
commercially reasonable, and provided mortgagee agrees that will
not disturb the possession of the Lessee.
ARTICLE 12. DEFAULT:
12.1 Lessee Events of Default. Any one or more of the following
events shall constitute a breach of this Lease and, on
occurrence thereof, Lessee shall be in Default hereunder:
(a) Whenever Lessee shall fail to pay any installment of
Rent or any other sum payable by Lessee to Lessor or any
third party under this Lease on the date upon
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which the same is due to be paid and such failure shall
continue to fifteen (15) days after Lessee shall have
been given written notice thereof;
(b) Whenever Lessee shall fail to keep, perform, or observe
any of the covenants, agreements, terms, or provisions
contained in this Lease that are to be kept or performed
by Lessee other than with respect to payment of Rent or
other liquidated sums of money, including the obligation
to maintain the Premises and Lessee shall fail to
commence and take such steps as are necessary to remedy
the same within thirty (30) days after Lessee shall have
been given a written notice specifying the same, or
having so commenced, shall thereafter fail to proceed
diligently and with continuity to remedy the same;
(c) Whenever an involuntary petition shall be filed against
Lessee under any bankruptcy or insolvency law or under
the reorganization provisions of any law of like import
or a receiver of Lessee, or for all or substantially all
of the property of Lessee shall be appointed without
acquiescence, and such petition or appointment is not
discharged within sixty (60) days after the happening of
such event; or
(d) Whenever Lessee shall be dissolved or liquidated, or
whenever Lessee shall file a voluntary petition under
any bankruptcy or insolvency law or under the
reorganization provisions of any law of like import, or
whenever Lessee shall fail within ninety (90) days to
lift any execution, garnishment, or attachment of such
consequence as will impair Lessee's ability to carry o
its operations at the Premises, or whenever Lessee shall
make a general assignment for the benefit of its
creditors, or shall enter into an agreement of
composition with its creditors or whenever an Order for
Relief shall be granted with respect to such party
pursuant to Title 11 of the United States Code or
whenever such party shall seek relief under any other
law for the benefit of debtors.
12.2 Remedies for Lessee's Default. If Lessee is in default under
this Lease, then Lessor has the right, at his election, to
undertake any one or more of the following non-exclusive
actions:
(a) To give Lessee written notice of Lessor's intention to
terminate this Lease on the earliest date permitted by
law or on any later date specified in such notice, in
which case Lessee's right to possession of the Premises
will cease and this Lease will be terminated, except as
t Lessee's liability, as if the date fixed in such
notice were the end of the Term, without, however,
waiving Lessor's right to collect all Rent and other
payments due or owing for the period up to the time
Lessor regains possession, as well as any and all other
Litigation Expenses incurred in connection therewith;
(b) Without further demand or notice of any kind, to reenter
and take possession of the Premises or any part of the
Premises, repossess the same, expel Lessee and those
claiming through or under Lessee, and remove the effects
of both or either, using such force for such purposes as
may be necessary, and without prejudice to any remedies
for arrears of Rent incurred as a result of any
preceding Default;
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(c) Proceed for past due installments of Rent, reserving its
right to proceed later for the remaining installments;
(d) Declare all of the unpaid installments of Rent at once
due and payable, whereupon the whole thereof shall
become and be immediately due and payable, and proceed
to enforce its legal remedies hereunder; and/or
(e) Without further demand or notice of any kind, to cure
any default and to charge Lessee for the cost of
effecting such cure, provided that Lessor will have no
obligation to cure any such default.
12.3 Lessor Events of Default and Remedies of Lessee. The occurrence of
any one or more of the following events shall constitute a default and
breach of this Lease by Lessor: (a) Lessor's failure to do, observe,
keep or perform any of the terms, covenants, conditions, agreements or
provisions of this Lease required to be done, observed, kept or
performed by Lessor, within fifteen (15) days after written notice by
Lessee to Lessor of said failure (except when the nature of Lessor's
obligation is such that more that fifteen (15) days are required for its
performance, then Lessor shall not be deemed in default if it commences
performance within the fifteen (15) day period and thereafter diligently
pursues the cure to completion); or (b) the failure of any
representation of warranty to be true when deemed given hereunder. In
the event of a default by Lessor, Lessee, at its option without further
notice or demand, shall have the right to any one or more of the
following remedies in addition to all other rights and remedies provided
at law or in equity or elsewhere herein: (a) to remedy such default or
breach and deduct the costs thereof (including Litigation Expenses) from
the installments of rent next falling due; (b) to pursue the remedy of
specific performance; (c) to seek money damages for loss arising from
Lessor's failure to discharge its obligations under the Lease; and (d)
to terminate the lease. Nothing herein contained shall relieve Lessor
from its obligations hereunder, nor shall this Section be construed to
obligate Lessee to perform Lessor's repair obligations.
ARTICLE 13. NOTICES:
13.1 Any notice, request, demand, consent, approval, or other
communication required or permitted under this Lease must be in
writing and will be deemed to have been given when personally
delivered, sent by facsimile with receipt acknowledged,
deposited with any nationally recognized overnight carrier that
routinely issues, receipts, or deposited in any depository
regularly maintained by the United States Postal Service,
postage prepaid, certified mail, return receipt requested,
addressed to the party for whom it is intended at the addresses
set forth in Section 1. Either Lessor or Lessee may add
additional addresses or change its address for purposes of
receipt of any such communication by giving ten (10) days prior
written Notice of such change to the other party in the manner
prescribed in this Section.
ARTICLE 14. ENVIRONMENTAL RESPONSIBILITY AND INDEMNITY:
14.1 Lessor's Covenants. Lessor warrants, represents, covenants and
agrees as follows:
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14.1.1 To the best of Lessor's knowledge, no Hazardous Material has
been released, discharged or disposed of on, under or about the
Premises or off-site of the Premises which affect the Premises
by any entity, firm or person, or from any source whatsoever.
14.1.2 Lessor shall require each of its employees, agents, contractors,
subcontractors, Lessees, sublessees, or any other party over
whom Lessor has supervision or control or right of the same to
comply with all applicable Environmental Laws.
14.1.3 To the best of Lessor's knowledge, there are no underground
storage tanks on the Premises, and no underground storage tanks
have been removed from the Premises. To the best of Lessor's
knowledge, there is no asbestos or asbestos containing material
in or on the Premises, and no asbestos or asbestos containing
material has been removed from the Premises. To the best of
Lessor's knowledge, no facilities involving the manufacture or
disposal of any Hazardous Material or the use or storage of more
than five hundred (500) gallons of any Hazardous Material per
year, including, without limitation, gasoline stations,
automobile repair facilities, dry cleaners, photo developing
laboratories, junkyards, landfills, waste treatment storage,
disposal, processing or recycling facilities have been located
on or adjacent to the Premises.
14.1.4 Lessor shall give prompt notice to Lessee of : (a) any
proceeding or inquiry by any governmental authority in presence
of any Hazardous Material on the Premises (or-off site of the
Premises that might affect the Premises). Loss or injury that
might result from any Hazardous Material; (b) all claims made or
threatened by any third party on the Premises, relating to any
loss or injury resulting from any Hazardous Material; and (c)
Lessor's discovery of Hazardous Material or condition on the
Premises, (or off-site of the Premises that might affect the
Premises) that could cause the part thereof, to be subject to
any restriction on occupancy or use of the Premises under any
Environmental Law.
14.1.5 If any Hazardous Material is deposited, released, stored,
disposed, discovered or present in or on the Lessor, Lessor's
expense, shall (subject to Lessee's obligations set forth in
Section 14.2.1) in a manner that complies with the laws, rules,
regulations and policies of any governmental body with
jurisdiction over the same, remove, transport such substances
and perform all remediation and cleanup necessary or advisable
to remediate any damage to the property or the environment as a
result of the presence of such Hazardous Materials. Lessor shall
use its best efforts to and indirect impact on Lessee during all
activities related to remediation. If any asbestos is discovered
in the Lessee's inspection of the Premises or construction of
its Lessee improvements, then Lessor shall promptly remove
asbestos or cause it to be removed at Lessor's sole cost and
expense.
Indemnities.
14.2.1 Lessee shall protect, indemnify, and hold harmless Lessor and
Lessor's employees, agents, parents and third parties from and
against any and all loss, damage, cost, expense or liability
(including Litigation Expenses) and the costs for incurred
improvements necessary to return the Premises to the physical
condition existing prior to undertaking any activity Hazardous
Material ("Claims") directly arising out of or attributable to
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Lessee's or Lessee's agents, contractors, or manufacture,
storage, release, or disposal of a Hazardous Material on the
Premises. This indemnity shall survive the duration of this
Lease.
14.2.2 Lessor shall protect, indemnify and hold harmless Lessee and its
agents, officers, directors, contractors, parents, subsidiaries,
successors, and assigns from and against any Claims directly or
indirectly related to: (a) a violation under Environmental laws
except that if such Claims are directly related to Lessee's, or
Lessee's agents, or employees use, manufacture, storage, release
or disposal of a Hazardous Material on the Premises; or (b) a
breach resentation, warranty, covenant or agreement contained in
this Article. This indemnity shall survive the termination of.
In the event of any governmental or court order concerning
Hazardous Materials on the Premises, (not caused by what
precludes Lessee from reasonable operation of its business on
the Premises, Lessee may cease operating and Rent other charges
shall be abated. If such governmental or court order is not
resolved within three (3) months, Lessee may this Lease.
ARTICLE 15. FIRE OR OTHER CASUALTY LOSSES:
15.1 Result of Total or Partial Destruction of the Premises. If the
Premises are totally destroyed by fire or other, this Lease
shall thereupon cease and terminate and all rights and
obligations between the parties hereto shall end. In the event
of partial damage or destruction Lessor shall promptly proceed
to restore the Premises to as nearly as possible its condition
before such partial damage or destruction. Lessee shall be
entitled to an abatement in Rent as a result of partial damage
or to the Premises.
15.2 Risk of Loss of Lessee's Property. Lessee further agrees that
any and all property belonging to it and kept or maintained on
the Premises shall always be kept and maintained thereon at
Lessee's sole risk and expense, and Lessor shall never be held
liable or responsible to Lessee or any other person for damage
of any nature to said property for any reason whatsoever.
ARTICLE 16. LESSOR'S RIGHT OF ACCESS:
With prior Notice, Lessor and his representatives may
enter the Premises at any reasonable time for the
purpose of inspecting the Premises, to determine whether
Lessee is complying with the terms and conditions is
lease, and for the performing of any work which Lessor
elects to undertake made necessary by reason of Lessee's
default under the terms of this Lease. Lessor shall, at
all times be liable for any damage caused by its such
access.
ARTICLE 17. RELATIONSHIP OF THE PARTIES: Nothing contained in this Lease shall
be construed by the parties hereto, any other person or entity,
as constituting the parties as principal and agent, partners, or
joint ventures, nor shall anything herein either party liable of
the debts and obligations of the other party.
ARTICLE 18. INVALIDITY: If any provision of this Lease is found by a court of
competent jurisdiction to be illegal, invalid or unenforceable, the
remainder of the Lease will be affected or impaired, and in lieu of each
provision which is found to be illegal, invalid or unenforceable,
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there will be added as a part of this Lease a provision as similar to
such illegal, invalid, or unenforceable provision as may be possible and
be legal, valid and enforceable.
ARTICLE 19. NO WAIVER: The waiver by any Party of any agreement, condition or
provision contained in this Lease will not be deemed to be a waiver of
any subsequent breach of the same or any other agreement, condition or
provision contained in this Lease, nor will any custom or practice that
may grow up between the parties in the administration of the terms of
this Lease be construed to waive or to lessen the right of Lessor to
insist upon the performance by Lessee in strict accordance with the
terms of this Lease.
ARTICLE 20. NO CONSTRUCTION AGAINST DRAFTING PARTY: Lessor and Lessee
acknowledge that each of them and their counsel have had an opportunity
to review this Lease and that this Lease will not be construed against
Lessor merely because Lessee has prepared it.
ARTICLE 21. GENDER: Whenever the sense of this Lease so requires, the use of (a)
the singular number shall be deemed to include the plural, (b) the
masculine gender shall be deemed to include the feminine or neuter
gender, and (c) the neuter gender shall be deemed to include the
masculine or feminine gender.
ARTICLE 22. HEADINGS: The Section headings herein are for convenience or
reference only, and do not confine, limit or construe the contents of
the Section.
ARTICLE 23. ENTIRE AGREEMENT: This Lease contains the entire agreement between
the Parties and cannot be changed, modified or terminated orally. All
prior understandings, terms and conditions are deemed merged in this
Lease. No amendment, alteration, modification of, or addition to the
Lease will be valid or binding unless expressed in writing and signed by
Lessor and Lessee. Lessee agrees to make any modifications of the terms
and provisions of this Lease required or requested by any lending
institution providing financing for the Premises, provided that no such
modifications will materially adversely affect Lessee's rights and
obligations under this Lease.
ARTICLE 24. SURVIVAL: All of Lessor's remedies, Lessee's indemnities in favor of
Lessor and Lessee's obligations pursuant to the Lease shall survive the
expiration of the Term of this Lease.
ARTICLE 25. BROKERS: Lessor and Lessee respectively represent and warrant to
each other that neither of them has consulted or negotiated with any
broker or finder with regard to the Premises. Each of them will
indemnify the other against and hold the other harmless from any claims
for fees or commissions from anyone with whom either of them has
consulted or negotiated with regard to the Premises.
ARTICLE 26. GOVERNING LAW: The provisions of this Lease shall be governed by the
laws of the State of Louisiana.
ARTICLE 27. COUNTERPARTS: This Lease may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same instrument.
Exhibit (10.5)-p11
Exhibit Section
Exhibit (10.5)
ARTICLE 28. TIME OF ESSENCE: Time is of the essence of each and every provision
of this Lease.
This Lease has been signed by Lessor at Baton Rouge, Louisiana, in
multiple original copies on the 15th day of October, 1999.
Exhibit (10.5)-p12
Exhibit Section
Exhibit (10.5)
WITNESSES: FORMS CONTROL CO., INC.
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /S/▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇.
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/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇.
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THIS LEASE HAS BEEN SIGNED BY LESSEE IN THE CITY OF BATON ROUGE, STATE OF
LOUISIANA, IN MULTIPLE ORIGINAL COPIES ON THE 15TH DAY OF OCTOBER, 1999.
WITNESSES: TRANSDATA SYSTEMS, INC.
/S/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, PRESIDENT
--------------------- -------------------------------
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, PRESIDENT
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Exhibit (10.5)-p13
Exhibit Section
Exhibit (10.5)
NOTARIAL ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC AND THE UNDERSIGNED
COMPETENT WITNESSES, PERSONALLY CAME AND APPEARED THE
UNDERSIGNED PERSON, TO ME KNOW TO BE THE PERSON DESCRIBED IN AND
WHO EXECUTED THE FOREGOING INSTRUMENT ENTITLED LEASE AGREEMENT,
WHO DECLARED AND ACKNOWLEDGED TO ME THAT APPEARER SO EXECUTED
THE FOREGOING INSTRUMENT AS APPEARER'S OWN FREE ACT AND DEED FOR
THE USES, CONSIDERATIONS AND PURPOSES THEREIN EXPRESSED.
THUS DONE AND SIGNED AT BATON ROUGE, LOUISIANA, THIS 15TH DAY OF
OCTOBER 1999,
WITNESSES: FORMS CONTROL CO., INC.
/S/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ BY: /S/▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------- ------------------------
/S/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, ▇▇.
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NOTARY PUBLIC
Exhibit (10.5)-p14