EXHIBIT 10.7
SUBLEASE AGREEMENT
THIS SUBLEASE (this "Sublease") dated for reference purposes March 11,
1999, is entered into by and between Applied Innovation Inc., hereinafter
referred to as "Sublandlord", and SciQuest, Inc., hereinafter referred to as
"Subtenant".
WHEREAS, Sublandlord, as Tenant, and Weeks Realty, L.P., a Georgia limited
partnership authorized to do business in North Carolina as Weeks Realty Limited
Partnership, successor in interest to Perimeter Park West Associates Limited
Partnership, as Landlord, hereinafter referred to as "Prime Landlord", entered
into that certain Lease Agreement dated September 19, 1996 (the "Prime Lease")
pertaining to the rental of certain premises located at Enterprise Center II,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Premises").
WHEREAS, Sublandlord desires to sublet the Premises to Subtenant, subject
to the written consent of the Prime Landlord, and Subtenant desires to sublet
the Premises from Sublandlord;
WHEREAS, Subtenant has passed a corporate resolution approving Subtenant's
ability to enter into this Sublease with Sublandlord and a copy of said
resolution is attached hereto as Exhibit B;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Sublandlord and Subtenant agree as follows:
1. Unless otherwise defined in this Sublease, all capitalized terms used
herein that are defined in the Prime Lease, shall have the meaning ascribed to
such term in the Prime Lease.
2. The Prime Lease is attached hereto and by reference made a part hereof
as Exhibit C. Except as otherwise expressly provided herein, this Sublease is
subject to and made upon all the terms, covenants and conditions of the Prime
Lease, with the same force and effect as is fully set forth therein. All terms,
covenants and conditions which Sublandlord is bound to comply with under the
Prime Lease shall be binding upon Subtenant hereunder.
3. It is the intention of the parties hereto that, except as otherwise
expressly provided in the Sublease, and except as inapplicable hereto or
inconsistent herewith, the relationship between Sublandlord and Subtenant shall
be governed by the provisions of the Prime Lease as if they have been set forth
in-full in this Sublease with the term "Sublandlord" replacing the term
"Landlord" and the term "Subtenant " replacing the term "Tenant". Except as
expressly provided herein or as may be inapplicable hereto or inconsistent
herewith, Subtenant agrees to observe or perform the terms, covenants and
conditions on its part to be observed and performed by Sublandlord as Tenant
under the Prime Lease and Subtenant agrees to be bound by the provisions of the
Prime Lease. The remedies of the parties, as Subtenant and Sublandlord hereunder
shall be the same as the respective remedies of the "Landlord" and "Tenant"
under the Prime Lease.
4. Sublandlord hereby subleases to Subtenant and Subtenant hereby
subleases from Sublandlord the Premises for a term of approximately thirty-five
and one-half months (the "Term") commencing on or about the later of February
22, 1999 or that day that this Sublease is fully-executed by the parties and
approved in writing by Prime Landlord and the Premises delivered with all
improvements and work set forth in Exhibit A attached hereto performed, and
expiring on February 9, 2002.
5. Subtenant shall pay Sublandlord monthly rent throughout the Term, in
advance on the first day of each and every month of the Term in the amounts set
forth in the Prime Lease and adjusted annually by Prime Landlord. Sublandlord
shall notify Subtenant promptly of any increase in Rent once
Sublandlord has received notice from Prime Landlord. All rent and any other sums
due to Sublandlord shall be paid to Sublandlord at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other address directed by Sublandlord. The
first monthly installment of rent, Sixteen Thousand Seven Hundred Seventy One
and 24/100 dollars ($16,771.24), shall be paid and delivered to Sublandlord at
execution of this Sublease by Subtenant, provided, however, that if the Term
commences on a date other than the first day of the month, rent for the first
month of the Term shall be pro-rated based on the number of days remaining in
the first month of the Term.
6. In addition to the monthly rent stated above, Subtenant shall contract
for utilities and other services used at the Premises directly with the service
provider and pay all charges for said utilities and services directly to the
service provider. Subtenant shall also reimburse Sublandlord for Sublandlord's
Percentage Share of the Taxes, CAM Expenses, and Insurance Expenses, as outlined
in the Prime Lease, which amounts shall be paid to Sublandlord along with
Subtenant's monthly rent. The first monthly reimbursement of said expenses,
Three Thousand Five Hundred Sixty Three and 00/100 dollars ($3,563.00), shall be
paid and delivered to Sublandlord at execution of this Sublease by Subtenant.
Sublandlord shall notify Subtenant promptly of any change in such expenses once
Sublandlord has received such information from Prime Landlord.
7. Subtenant acknowledges that this Sublease shall not be effective
unless and until Prime Landlord's written consent is given.
8. Subtenant agrees at its expense to keep and maintain the Premises in
good repair and in a good, sanitary and safe condition and to return the
Premises to Sublandlord at the end of the Sublease term in as good a condition
as received, normal wear and tear and loss by insured casualty excepted.
Subtenant shall be responsible for its own janitorial and other maintenance
service at the Premises.
9. Upon receiving any written notice, statement or other written
communication from Prime Landlord which pertains to the Premises, the party
receiving such notice shall promptly forward a copy of such notice to the other.
10. It is understood and agreed upon by all parties hereto that neither
the Sublease of the above described Premises, nor anything contained in this
agreement shall release the Sublandlord from its duty and obligation to perform
and be bound by all the covenants, terms, and conditions contained in the Prime
Lease with the Prime Landlord provided, however, that Subtenant shall perform
all such duties and obligations and be bound by such covenants, terms, and
conditions in the first instance.
11. Sublandlord agrees that if Subtenant pays all rents and other sums due
hereunder and performs all of the terms and conditions of this Sublease and of
the Prime Lease required hereunder, that Subtenant's quiet enjoyment of the
Premises for the term of this Sublease shall not be disturbed or interfered with
by Sublandlord.
12. Subtenant agrees that it will not assign this Sublease or sublet the
Premises without the prior written approval of the Prime Landlord and
Sublandlord, which approval by Sublandlord will not be unreasonably withheld,
conditioned or delayed.
13. During the term of this Sublease, Subtenant, at its sole cost and
expense and for the mutual benefit of the Sublandlord, Prime Landlord and
Subtenant shall carry and maintain comprehensive public liability insurance,
including property damage, insuring Sublandlord, Prime Landlord, and Subtenant
against liability for injury to persons or property occurring in or about the
Premises arising out of the ownership, maintenance, use or occupancy thereof,
and Subtenant shall name Sublandlord and Prime Landlord as additional insureds
hereunder. Said liability insurance shall be in amounts as called for
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in the Prime Lease. On or before the commencement of this Sublease, Subtenant
shall deliver to Sublandlord a copy of a Certificate of Insurance evidencing
that such insurance has been purchased and is in effect. Any insurance which
Subtenant is required to maintain under this Sublease shall include a provision
which requires the insurance carrier to give Prime Landlord and Sublandlord not
less than thirty (30) days' written notice prior to any cancellation or
modification of such coverage. Further, if Subtenant fails to maintain said
liability insurance, this act shall be a material breach of this Sublease, and
Sublandlord may elect any of its remedies under this Sublease, and, in addition,
Sublandlord may obtain such insurance on behalf of Subtenant, in which case
Subtenant shall reimburse Sublandlord for the costs thereof within fifteen (15)
days after receipt of a statement indicating the cost of such insurance.
14. Subtenant shall not do or permit to be done or omit or permit to be
omitted any act or thing that will constitute or cause a breach or violation of
any of the terms, covenants or conditions of the Prime Lease or this Sublease.
Each party will indemnify and hold harmless the other from and against all
losses, costs, damages, expenses and liability, including reasonable attorneys'
fees, which such party may incur or pay out by reason of injuries to person or
property occurring in, on or about the Premises, occasioned by the other party's
use, occupancy, negligence or intentional acts or by reason of any breach or
default of this Sublease. Sublandlord hereby represents that to the best of its
knowledge it knows of no facts or circumstances related to environmental matters
concerning the Premises that could lead to any future environmental claims,
liabilities, or responsibilities against Subtenant. Sublandlord shall indemnify
and hold Subtenant harmless from all costs, losses, damages, liabilities or
claims (including attorney's fees) arising out of the operations or activities
or presence of Sublandlord on the Premises relating to environmental matters.
15. With the exception of those improvements and work to be performed by
Sublandlord as set forth in Exhibit A attached hereto, the Premises shall be
delivered to Subtenant in as-is condition. Any improvements to be performed
within the Premises must have Sublandlord's and Prime Landlord's prior written
consent, which consent by Sublandlord will not be unreasonably withheld,
conditioned, or delayed. Such improvements shall be paid for by Subtenant and
removed by Subtenant at the expiration of the Term if so required under the
Prime Lease and with all resulting damage to the Premises from such removal also
repaired to its original condition as at the commencement of the Term by
Subtenant at its sole cost and expense. Subtenant shall maintain the Premises
during the term of the Sublease in the condition existing when delivered to
Subtenant, normal wear and tear and loss by insured casualty excepted.
16. Together with the payment made at Sublease execution of the first
monthly installment of rent, expenses and furniture purchase, Subtenant shall
deposit with Sublandlord the sum of Sixteen Thousand Seven Hundred Seventy One
and 24/100 dollars ($16,771.24) as security for Subtenant's obligations under
this Sublease. Sublandlord will not be required to keep the security deposit
separate from its general funds and Subtenant shall not be entitled to interest
on the security deposit. The security deposit will not be a limitation on
Sublandlord's damages or other rights under this Sublease, or an advance on the
payment of any amounts due from Subtenant under this Sublease. If Subtenant pays
all such due amounts and performs all of its obligations under this Sublease,
Sublandlord will return the unused portion of the security deposit to Subtenant
within thirty (30) days after the end of the Term.
17. Subtenant shall not do or permit to be done or permit to be omitted
any act or thing which will constitute or cause a breach or violation of any of
the terms, covenants or conditions of the Prime Lease.
18. The parties also agree that: (a) Subtenant shall use and occupy the
Premises solely for uses permitted in the Prime Lease; (b) Sublandlord's refusal
to consent to or to approve any matter or thing, whenever Sublandlord's consent
or approval is required under this Sublease or under the Prime
3
Lease, shall be deemed reasonable if Prime Landlord has refused to give such
consent or approval. Sublandlord agrees to use reasonable efforts and good faith
to assist Subtenant in obtaining Prime Landlord's consent; (c) if for any reason
the term of the Prime Lease shall be terminated prior to the expiration date of
the Sublease, the Sublease shall thereupon be automatically terminated, and
Sublandlord shall not be liable to Subtenant by reason thereof, unless such
termination shall have been affected because of the breach or default by
Sublandlord under the Prime Lease not occasioned by any breach or default by
Subtenant, but Subtenant shall be entitled whatever rights and remedies against
the Prime Landlord that may be available to Sublandlord in connection with such
termination, provided, however, that Subtenant shall receive from Sublandlord
prompt notice of any default under the Prime Lease by , Sublandlord and
Subtenant shall have the right to cure such default; (d) Subtenant acknowledges
and agrees that in the event Subtenant fails to vacate the Premises when
required hereunder, Sublandlord may incur damages under the terms of the Prime
Lease. In such event, Subtenant agrees to indemnify and hold harmless
Sublandlord from and against any and all costs, expenses and liabilities
(including reasonable attorneys' fees) incurred by Sublandlord arising out of
such failure.
19. (INTENTIONALLY DELETED)
20. Sublandlord shall have no obligation or liability to Subtenant in the
event that the Prime Landlord fails to perform any of its obligations under the
Prime Lease, unless such failure arose as a result of Sublandlord's defaulting
in the performance of any of Sublandlord's obligations under the Prime Lease
beyond any applicable cure periods contained therein, and Subtenant shall look
solely to the Prime Landlord for the performance of any such obligations.
21. Any notice required to be given by either party to the other shall be
in writing and shall be (a) delivered personally, and the giving of such notice
shall be complete on the date of delivery; (b) sent by reputable overnight
delivery service, and the giving of such notice shall be complete on the
immediately succeeding business day after such notice is deposited with such
delivery service, or (c) sent by United States registered or certified mail,
postage prepaid, return receipt requested, and the giving of such notice shall
be complete on the immediately succeeding second business day after such notice
is deposited into the U.S. mail; at the following addresses:
If to Sublandlord:
Applied Innovation Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
If to Subtenant:
SciQuest, Inc.
Enterprise Center II
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇ ▇▇▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇ ▇. Worm
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
Suite 400
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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With a copy to Prime Landlord:
Weeks Realty, L.P.
c/o Weeks Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
Either party may change its address by written notice to the other.
22. Sublandlord and Subtenant each represent and warrant to the other
that it had no dealings with any broker or agent in connection with this
Sublease except for Vector Properties, LLC and Corporate Realty Advisors.
Sublandlord shall be responsible for payment of any and all fees payable to
Vector Properties, LLC and Corporate Realty Advisors as a result of this
Sublease.
23. To the extent any terms or provisions of this Sublease are
inconsistent with or shall conflict with any other terms or provisions of the
Prime Lease, the terms and provisions of this Sublease shall control.
24. This Sublease and the exhibits incorporated herein by reference set
forth all of the agreements, covenants, representations and warranties of
Sublandlord and Subtenant. No modification or amendment of this Sublease shall
be binding or effective unless in writing signed by Sublandlord and Subtenant.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease the day
and year first written above.
APPLIED INNOVATION INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Its: Senior Vice President
-----------------------
Date: March 9, 1999
-----------------------
SCIQUEST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Its: Chief Financial Officer
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Date: March 10, 1999
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CONSENT OF PRIME LANDLORD TO SUBLEASE
-------------------------------------
The Prime Landlord, Weeks Realty L.P., successor in interest to Perimeter Park
West Associates Limited Partnership hereby consent to the sublease of the
Premises under the terms and conditions set forth in this sublease dated as of
March 11, 1999 by and between Applied Innovation Inc. and SciQuest. This Consent
by Prime Landlord shall apply only to this Sublease and shall not be deemed to
be consent to any other sublease or assignment by Sublandlord. The Prime Lease
remains in full force and effect and the obligations of the Prime Landlord and
the Sublandlord pursuant to the Prime Lease are not modified or extinguished by
this Sublease.
The execution of this consent by Prime Landlord is not a release by Prime
Landlord of Sublandlord of any of its duties and obligations under the Prime
Lease.
PRIME LANDLORD:
WEEKS REALTY L.P.
BY: WEEKS GP HOLDINGS INC.
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
(Remainder of page left intentionally blank)
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EXHIBIT A
IMPROVEMENTS AND WORK
Sublandlord shall, at its sole cost and expense, on or before the commencement
date of the Sublease perform the following improvements and work to the
Premises:
(1) Remove racking systems from the computer lab, except leaving in tact
(a) those racks which support the telecommunications systems, (b) the row of
racking located adjacent to and parallel to the aforementioned
telecommunications rack, (c) all tray components of said racking system
(2) Removing all power drops in the computer lab, leaving in tact
finished junction boxes in the plenum.
All other improvements and work to be performed in the Premises shall be
performed by Subtenant at Subtenant's sole cost and expense and shall be
performed in compliance with the ternis of the Prime Lease, including but not
limited to obtaining prior approval of Prime Landlord and Sublandlord and
possible removal of said improvements at the expiration of the Term.
(Remainder of page left intentionally blank)
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EXHIBIT C
[LETTERHEAD OF WEEKS/LIGHTIN]
February 11, 1997
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇
Comptroller
Applied Innovation, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
RE: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇:
The undersigned hereby accepts the Premises under that certain Lease Agreement
dated September 19, 1996, between Perimeter Park West Associates Limited
Partnership and Applied Innovation, Inc. for approximately 24,143 square feet of
space and confirms that the Commencement Date of said Agreement is February 10,
1997, with term ending on February 9, 2002.
Furthermore, it is hereby agreed that rent shall commence for this space on
February 10, 1997.
Sincerely.
▇▇▇▇ ▇▇▇▇▇▇▇
Vice President/Director of Leasing
ACKNOWLEDGED:
Tenant: APPLIED INNOVATION, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
Title: Comptroller
Date: 2/19/97
cc: ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
EXHIBIT C
DUPLICATE ORIGINAL
LEASE AGREEMENT BY AND BETWEEN
PERIMETER PARK WEST ASSOCIATES LIMITED PARTNERSHIP
AND
APPLIED INNOVATION, INC.
TABLE OF CONTENTS
1. PREMISES AND TERM.
2. BASE RENT, TAXES, INSURANCE EXPENSE, CAM EXPENSE, AND SECURITY DEPOSIT.
3. COMPLIANCE WITH LAWS AND USE.
4. REPAIR AND MAINTENANCE.
5. ALTERATIONS.
6. SIGNS.
7. INSPECTION.
8. UTILITIES.
9. ASSIGNMENT AND SUBLETTING.
10. FIRE AND CASUALTY DAMAGE.
11. LIABILITY.
12. CONDEMNATION.
13. HOLDING OVER AND TERMINATION.
14. QUIET ENJOYMENT.
15. EVENTS OF DEFAULT.
16. REMEDIES.
17. LANDLORD'S LIEN.
18. MORTGAGES.
19. MECHANIC'S LIENS.
20. NOTICES.
21. BROKER'S CLAUSE.
22. LANDLORD'S LIABILITY.
23. RULES AND REGULATIONS.
24. HAZARDOUS MATERIALS.
25. LANDLORD'S RIGHT TO SUBSTITUTE THE PREMISES.
26. COVENANT OF TENANT.
27. MISCELLANEOUS.
EXHIBIT A- THE LAND
EXHIBIT B- FLOOR PLAN
EXHIBIT C- PLANS AND SPECIFICATIONS
EXHIBIT C-1- PRELIMINARY PLANS AND SPECIFICATIONS
EXHIBIT D- RULES AND REGULATIONS
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease"), is made and entered into as of the 19th day
of September, 1996, by and between PERIMETER PARK WEST ASSOCIATES LIMITED
PARTNERSHIP, a North Carolina limited partnership (the "Landlord"), and APPLIED
INNOVATION, INC., a Delaware corporation (the "Tenant").
W I T N E S S E T H:
--------------------
1. PREMISES AND TERM.
-----------------
(a) PREMISES. In consideration of the obligation of Tenant to pay rent as
herein provided, and in consideration of the other terms, provisions and
covenants hereof, Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord, certain premises comprised of approximately 24,153 rentable
square feet (the "Premises") in a building known as Enterprise Center II
(the "Building") situated on certain land (the "Land") in the County of
Wake, State of North Carolina, more particularly described on Exhibit A,
attached hereto and incorporated herein by reference, together with all
rights, privileges, easements, appurtenances and immunities belonging to or
in any way pertaining to the Premises.
Exhibit B. The Premises are leased by Tenant - "gas is", subject to
the obligations of Landlord hereunder to perform certain leasehold
improvements to the Premises in accordance with the Plans (as hereinafter
defined). The taking of possession by Tenant shall be deemed conclusively
to establish that the Premises and any improvements thereto are in good and
satisfactory condition as of when possession was taken subject to those
items set forth in a punchlist prepared by Landlord and Tenant and to any
conditions set forth in the temporary certificate of occupancy issued by
the Town of Morrisville for the Premises. Tenant further acknowledges that
no representations as to the repair of the Premises, nor promises to alter,
remodel or improve the Premises have been made by Landlord, unless such
representations or promises are expressly set forth in this Lease. within
five days of the Commencement Date, Tenant shall, upon demand of Landlord,
execute and deliver to Landlord a letter of acceptance of delivery of the
Premises, acknowledging the Commencement and Termination Dates of this
Lease.
All upfit of the Premises shall be performed by Landlord in accordance
with plans and specifications for the Premises (The "Plans") and in a good
and workmanlike manner. The Plans shall reflect a turnkey upfit of the
Premises by Landlord and are subject to the mutual approval of Landlord and
Tenant, and upon the mutual approval of Landlord and Tenant and the pricing
of the Plans, a copy of the final Plans shall be attached hereto and made a
part hereof as Exhibit C. Each party hereto shall act in good faith and
promptly to approve the Plans. Should either party hereto fail to respond
to a written request for approval of any portion of the Plans within ten
business days of a request therefor, that portion of the Plans shall be
deemed approved. In the event a preliminary outline of the plans and
specifications is attached hereto and made a part hereof as Exhibit C-1,
Exhibit C-1 shall be null and void and of no further force and effect upon
the mutual approval by the parties hereto of the final Plans, and the
attachment of the final Plans as Exhibit C. Landlord shall provide Tenant
with an upfit allowance for the Premises (the "Upfit Allowance") in an
amount of up to $18.00 per rentable square foot of the Premises to perform
the upfit in accordance with the Plans using standard building materials of
Landlord. Any cost and expense incurred by Landlord in upfitting the
Premises in excess of the Upfit Allowance, or any revisions to the Plans
requested by Tenant that increase the cost of the upfit performed by
Landlord hereunder once the Plans are mutually approved by Landlord and
Tenant, shall be borne by Tenant (hereinafter collectively, the "Excess").
The Excess shall be borne by Tenant and payable by Tenant to Landlord
within ten days of demand by Landlord to Tenant and provided that portion
of the work applicable to the Excess has been completed by Landlord.
Failure by Tenant to pay
the Excess upon demand as aforesaid is an event of default hereunder, and
in addition to all other remedies available to Landlord at law or in equity
for such event of default, Landlord may recover from Tenant the cost it
incurs in preparing the Premises for another tenant. Once the final Plans
are attached to this Lease, any revisions to the Plans shall be approved by
each of the parties hereto.
(b) TERM.
TO HAVE AND TO HOLD the same for a term of sixty months commencing on
the date a temporary certificate of occupancy is issued for the Premises
(the "Commencement Date"), and ending on the date that is sixty months
thereafter, unless sooner terminated pursuant to the provisions hereof (the
"Termination Date"). The Commencement Date and Termination Date shall be
extended due to delays beyond the control of Landlord, including, but not
limited to, unavailability of supplies and materials, permitting, acts of
God, delays caused by Tenant, and/or inclement weather. Landlord shall use
reasonable efforts to make the Premises available for occupancy by Tenant
no later than June 1, 1997.
(c) RIGHT TO TERMINATE.
Provided there is no default or event of default on the part of Tenant
hereunder (after applicable grace and cure periods, if any) at the time
such rights are exercised or on the Effective Date (as hereinafter
defined), Tenant shall have the right to terminate this Lease effective
upon the last day of the thirty-sixth full calendar month during the term
of this Lease (the "Effective Date") by (i) providing written notice to
Landlord of its desire to terminate this Lease no later than the last day
of the twenty-fourth month during the term of this Lease, and (ii) paying
Landlord on or before the Effective Date a termination fee in an amount
equal to the base rent that shall be due and payable for the third lease
year of the term of this Lease, as reasonably determined by Landlord.
Should Tenant fail to comply strictly with the aforesaid pre-conditions to
its right to terminate, this right to terminate shall be null and void and
of no further force and effect.
(d) TEMPORARY SPACE.
Until such time as Landlord shall deliver the Premises to Tenant for
occupancy hereunder, Landlord shall make available to Tenant 6,150 rentable
square feet of temporary space located at Building ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ (the "Temporary Space"). Tenant shall lease the Temporary
Space in accordance with the terms and provisions of this Lease except that
(i) the term of the lease for the Temporary Space shall expire on the
Commencement Date, (ii) Tenant shall pay Taxes, Insurance Expense, CAM
Expense, all utilities and janitorial charges at the Temporary space in
accordance with this Lease based upon the rentable square footage of the
Temporary Space but shall not be required to pay base rent for the
Temporary Space, (iii) Landlord shall provide no upfit of the Temporary
Space, (iv) Tenant shall have no right to assign or sublease the Temporary
Space; and (v) the term of the Lease for the Temporary Space shall
terminate upon the receipt by Tenant of notice from Landlord (the "Landlord
Notice") that Tenant must quit and vacate the Temporary Space; provided,
however, Tenant shall not be required to vacate the Temporary Space until
the date Landlord has notified Tenant that the Premises are ready for
occupancy by Tenant.
Upon its receipt of the Landlord Notice, Tenant shall vacate the Temporary
Space in accordance with the provisions of the Landlord Notice. Should
Tenant fail to vacate the Temporary Space in accordance with the provisions
of the Landlord Notice, Landlord shall be entitled to all of its rights and
remedies
under the Lease for an event of default by Tenant, with no requirement that
Landlord provide notice to Tenant or a cure period for its failure to
vacate in accordance with the Landlord Notice.
2. BASE RENT, TAXES, INSURANCE, CAM EXPENSE, AND SECURITY DEPOSIT.
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(a) BASE RENT.
Tenant agrees to make monthly payments of base rent to Landlord for
the Premises ("base rent"), in advance, without demand, deduction or
offset, in lawful money of the United States, in the amount of Eight and
Twenty-Five Hundredths ($8.25) per rentable square foot of the Premises,
commencing on the Commencement Date, and continuing on the first day of
each and every month thereafter until the Termination Date. Rent payments
for any fractional calendar month at the end or the beginning of the term
of the Lease shall be prorated.
Base rent shall be increased on each January 1 during the term of this
Lease by increases in the Index. For purposes of this Lease:
(i) The term "Index" shall mean the Consumer Price Index-United
States City Average for all Urban Consumers (computed on the basis of
1982-84=100) issued and published by the Bureau of Labor Statistics of
the United States Department of Labor. In the event that the Index
ceases to use a 1982-84 base rate of 100 as the basis of calculation,
or if a substantial change is made in the terms of or number of items
contained in the Index, then the Index shall be adjusted to the figure
that would have been arrived at had the manner of computing the Index
in effect on the date of this Lease not been altered. if the Index is
not available, the term Index shall mean (i) a successor or substitute
index to the Index, appropriately adjusted; or (ii) if such a
successor or substitute index is not available or may not lawfully be
used for the purposes herein stated, a reliable government or other
nonpartisan publication, selected by Landlord and approved by Tenant
(approval shall not be unreasonably withheld or delayed) evaluating
the information theretofore used in determining the Index.
(ii) The term "Base Index" shall mean the Index in effect for the
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month of the Commencement Date.
(iii) The term "Current Index" shall mean the Index in effect for the
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month of December prior to each January 1 when an increase in base
rent becomes effective.
(iv) The base rent shall be adjusted as of January 1 during the term
of this Lease to an amount equal to the product obtained by
multiplying the base rent by a fraction, the numerator of which is the
Current Index and the denominator of is the Base Index. For example,
if the base rent is $10,000.00 per month, and the increase in the
Index in lease year two is two percent, the base rent for lease year
three shall be $10,200.00 per month.
(v) Notwithstanding anything to the contrary contained in this
Lease, in no event shall the base rent per rentable square foot for
the Premises for any calendar year during the term of this Lease be
less than the base rent per rentable square foot for the Premises for
any previous calendar year.
(b) TAXES.
Beginning on the Commencement Date and continuing for the entire term
hereof, Tenant shall pay to Landlord, as additional rental, Tenant's pro
rata share of all taxes, assessments and governmental charges of any kind
or nature whatsoever levied or assessed against the Land and the Building
by any municipality, county, or other governmental agency (the "Taxes"),
which shall be based upon the ratio of the square footage of the Premises
to the total square footage of the Building. Tenant shall pay its pro rata
share of the Taxes in advance in equal monthly installments in such amounts
as are estimated for each year by Landlord at the beginning of each
calendar year during the term, each such installment being made along with
payments of base rent hereunder. Tenant's share of Taxes for the initial
year of the term is estimated by Landlord to be $.64 per square foot per
year, or $1,288.16 per month.
(c) INSURANCE EXPENSE.
Beginning on the Commencement Date and continuing for the entire term
hereof, Tenant shall pay to Landlord, as additional rental, Tenant's pro
rata share of the insurance premiums (the "Insurance Expense") for
commercial general liability, and fire and extended coverage insurance on
the Building and the Land, which shall be based upon the ratio of the
square footage of the Premises to the total square footage of rentable
space in the Building. Tenant shall pay its pro rata share of the Insurance
Expense in advance in equal monthly installments in such amounts as are
estimated by Landlord at the beginning of each calendar year during the
term, each such installment being made along with payments of base rent
hereunder. Tenant's pro rata share of the Insurance Expense for the initial
year of the term is estimated by Landlord to be $.04 per square foot per
year or $80.51 per month.
(d) CAM EXPENSE.
Beginning on the Commencement Date and continuing for the entire term
hereof, Tenant shall pay to Landlord, as additional rental, Tenant's pro
rata share of the cost to Landlord of all the costs and expenses of the
operation, repair and maintenance of the Premises, the Building, its
interior and exterior common areas, and driveways and parking areas,
including, but not limited to, the costs of lawn maintenance, driveway and
parking area maintenance for the Premises and for the streets and roadways
providing access to-the Building and the Land, management and supervisory
fees customary for this type of building in this geographic area, exterior
lighting maintenance, snow removal, repair and maintenance of paved areas,
cleaning supplies, miscellaneous building supplies, sweeper brushes,
Tenant's share of supplies for materials used in common by all tenants of
the complex in which the Premises are located, external paint for the
Building, exterior and interior common area maintenance, elevator repair
and maintenance, external plumbing for the Building, utility common areas,
costs for exterior lighting and lighting in co insect and pest
extermination, security guards for the complex in which the Premises are
located, signs for the complex in which the Premises are located, fuel for
vehicles and street sweepers used by Landlord in the complex in which the
Premises are located, and miscellaneous maintenance expenses (hereinafter
collectively, the "CAM Expense"). The pro rata share of Tenant for CAM
Expense shall be based upon the ratio of the square footage of the Premises
to the total square footage of rentable space in the Building. Tenant's pro
rata share of the CAM Expense for the initial year of the term is estimated
by Landlord to be $1.24 per square foot per year or $2,495.81.00 per month.
To the extent, utilities and HVAC are separately metered and paid
directly by Tenant to such utilities, CAM Expense shall not include a
charge to Tenant for same. If CAM Expense includes charges to Tenant for
HVAC and utilities, this charge shall not include usage by Tenant of
utilities and HVAC beyond the hours of 8:00 AM to 6:00 PM, Monday Friday.
Any usage by Tenant of HVAC and utilities at times other than the aforesaid
hours shall be at the sole cost and expense of Tenant. Landlord shall ▇▇▇▇
Tenant directly for all such costs as a separate item of Additional Rent,
and Tenant shall pay such
amounts within fifteen days of receipt of demand for payment from Landlord,
and the failure by Tenant to pay such costs in accordance with the demand
made by Landlord shall be treated in the same manner under this Lease as a
non-payment of base rent by Tenant with Landlord being afforded the same
rights and remedies for such nonpayment.
(e) RECONCILIATION OF EXPENSES.
Landlord shall promptly notify Tenant of the total actual (i) Taxes
assessed against the Land and the Building, (ii) Insurance Expense, and
(iii) CAM Expense, attaching a copy of the tax or special assessment ▇▇▇▇,
the insurance invoice, or the calculation of CAM Expense, as applicable,
and shall specify (i) Tenant's pro rata share thereof, and (ii) the excess,
if any, of Tenant's pro rata share over Landlord's estimation for such
calendar year. Tenant shall pay the excess amount so specified to Landlord
within fifteen (15) days following receipt by Tenant of Landlord's letter.
Failure by Tenant to pay Landlord such amount within the period designated
shall constitute a non-payment of rent by Tenant and a default of Tenant's
obligation under the Lease, and Landlord shall be entitled to all remedies
provided for in this Lease upon default in payment of rent. If the first
year for which Tenant's pro rata share of Taxes, Insurance Expense, or CAM
Expense (hereinafter collectively, the "Expenses") are due or the final
year of the term hereof do not coincide with the calendar year, Tenant's
pro rata share of Expenses for the portion of that year shall be prorated
according to the number of months during which Tenant was in possession of
the Premises. In the event Landlord's estimation of Expenses shall exceed
the actual amount of Expenses, the amount paid by Tenant for such year
shall be adjusted between Landlord and Tenant and Tenant shall receive a
credit against the next due installment of rent hereunder in such excess
amount unless this Lease has expired or been otherwise terminated, in which
event Landlord shall pay to Tenant such excess amount within fifteen (15)
days following receipt by Tenant of Landlord's letter.
(f) SECURITY DEPOSIT.
Tenant shall pay to Landlord on or before the execution date hereof
the sum of one month's base rent to be held by Landlord as security for the
performance by Tenant of all obligations imposed on Tenant pursuant to this
Lease (hereinafter the "security deposit"). Landlord shall not be required
to apply all or any portion of the security deposit with respect to any
particular violation or default by Tenant but Landlord may apply all or any
portion of the security deposit to any violation, breach, or default by
Tenant hereunder after applicable grace and notice periods, if any.
LANDLORD SHALL DEPOSIT THE SECURITY DEPOSIT IN AN INTEREST BEARING ESCROW
ACCOUNT, WITH ALL INTEREST ACCRUED THEREON TO BE FOR THE BENEFIT OF
LANDLORD. Tenant shall reimburse Landlord for such portions of the security
deposit as Landlord shall from time to time apply with respect to any
violation, breach, or default by Tenant hereunder promptly upon written
notice of such application by Landlord. Any portion of the security deposit
which has not been appropriated by Landlord in accordance with the
provisions hereof shall be returned to Tenant upon the termination of this
Lease.
If Landlord conveys Landlord's interest under this Lease, the security
deposit, or any part thereof not previously applied, may be released by
Landlord to Landlord's grantee, and if so released, Tenant agrees to look
solely to such grantee for the proper application and return thereof in
accordance with the terms of this section 2. Tenant agrees that Tenant will
not assign, and that neither Landlord, nor its successors and assigns,
shall be bound by any such assignment, encumbrance or pledge, attempted
assignment, attempted pledge, or attempted encumbrance of the security
deposit.
Any mortgagee or ground lessor shall not be responsible to Tenant for
the return or application of the security deposit, whether or not it
succeeds to the position of Landlord hereunder, unless the security deposit
shall have been received in hand by such mortgagee or ground lessor.
(g) PROVISIONS TO SURVIVE LEASE TERMINATION.
Any unperformed obligations of Tenant under this Section 2 shall
survive the termination of the Lease, for whatever reason, or any extension
or renewal hereof.
3. COMPLIANCE WITH LAWS AND USE.
(a) The Premises shall be used only for the following purposes: design and
preparation of computer programs and general office use related thereto.
Tenant shall conduct no activity that will result in the discharge of
harmful gases, affluents or other wastes or toxic substances, outside
storage, including, without limitation, trucks and other vehicles, is
prohibited without Landlord's prior written consent. Tenant shall at its
sole cost and expense obtain any and all licenses and permits necessary for
its use of the Premises. Tenant shall comply with all governmental laws,
ordinances and regulations relating to the use of the Premises by Tenant,
and shall promptly comply with all governmental orders and directives for
the correction, prevention and abatement of nuisances in or upon, or
connected with, the Premises, all at Tenant's sole expense. Tenant shall
not permit any objectionable or unpleasant odors, smoke, dust, gas, noise
or vibrations to permeate in or emanate from the Premises, nor take any
other action which would constitute a nuisance or would disturb or endanger
any other tenants of the Building or unreasonably interfere with their
respective premises. Without Landlord's prior written consent, Tenant shall
not receive, store or otherwise handle any product, material or merchandise
which is explosive, inflammable, combustible, corrosive, caustic or
poisonous except in the ordinary course of the business of Tenant and in
compliance with all applicable laws, statutes, regulations, and ordinances.
Tenant will not permit the Premises to be used for any purpose or in any
manner (including, without limitation, any method of storage) which would
render the insurance thereon void or the insurance risk more hazardous or
cause the State Board of Insurance or other insurance authority to disallow
any sprinkler credits. Tenant shall give notice to Landlord immediately
upon the occurrence of any accident in the Premises or upon Tenant's
discovery of any defects thereon or in any fixtures or equipment located
therein or upon the occurrence of any emergency in the Premises or the
Building.
(b) Tenant, at its expense, in its use of the Premises and in making any
alterations, renovations, upfit or modifications of the Premises 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 Premises, including, but not
limited to, the provisions of the Americans with Disabilities Act of 1990,
as amended, and with recorded covenants, conditions and restrictions
applicable for the Land and Building, if any.
(c) Landlord shall insure that as of the Commencement Date, the
construction of the Premises for general office use shall comply with all
applicable laws, statutes, regulations, and ordinances.
4. REPAIRS AND MAINTENANCE.
(a) Landlord shall at its expense maintain, repair and replace only the
roof, downspouts, gutters, foundation, utility lines located outside the
Premises and the structural soundness of the exterior walls of the Building
in good repair, reasonable wear and tear excepted. Subject to Paragraph
10(f) below, Tenant shall repair, replace and pay for, any damage to the
foregoing caused by the negligence of
Tenant or Tenant's employees, agents or invitees, or caused by Tenant's
default hereunder. The term "walls" as used herein shall not include
windows, glass or plate glass, doors, special store fronts or office
entries. Tenant shall immediately give Landlord written notice of defect or
need for repairs, after which Landlord shall have reasonable opportunity to
repair same or cure such defect. Landlord's liability with respect to any
defects, repairs or maintenance for which Landlord is responsible under any
of the provisions of this Lease shall be limited to the cost of such
repairs or maintenance or the curing of such defect.
(b) Tenant shall at its own cost and expense maintain, repair and replace
all parts of the Premises (except those for which Landlord is expressly
responsible under the terms of this Lease) in good condition, reasonable
wear and tear excepted, promptly making all necessary repairs and
replacements, including, but not limited to, windows, glass and plate
glass, doors, any special office entry, interior walls, finish work, floors
and floor covering, heating and air conditioning systems, dock boards,
truck doors, dock bumpers, plumbing work and fixtures and regular removal
of trash and debris. The foregoing notwithstanding, Tenant shall not be
obligated to repair any casualty covered by the insurance to be maintained
by Landlord pursuant to subparagraph 10(a) below.
(c) If either party hereto shall fail to fulfill its obligations under this
paragraph, the other party hereto may enter upon the area of the Building
or the Premises as required to conduct the obligations of the defaulting
party, and shall be entitled to reimbursement from the defaulting party for
its actual costs and expenses in conducting such obligations. The
defaulting party shall reimburse the other party hereto for its actual
costs and expense promptly upon demand made by the other party hereto. The
provisions of this subparagraph shall not be interpreted to obligate either
party hereto to conduct obligations of the other party hereto.
(d) Tenant shall enter into a maintenance contract providing for the
periodic maintenance of all hot water, heating and air conditioning systems
and units in the Premises, and removal and replacement of filters, and
shall enter into a janitorial contract providing for the daily cleaning of
the Premises. These contracts shall be with parties and upon such terms and
conditions as shall be reasonably approved by Landlord. Tenant shall
provide Landlord a copy of such contracts within five days of the execution
of this Lease.
(e) Tenant shall not damage any demising wall of the Building, or disturb
the integrity and support provided by any demising wall and shall, at its
sole cost and expense, promptly repair any damage or injury to any demising
wall caused by Tenant or its employees, agents or invitees, subject to the
provisions of Paragraph 10(f) below.
(f) Tenant and its employees, customers and licensees shall have the non-
exclusive right to use the parking areas, and common areas in the Building
as may be designated by Landlord in writing, subject to reasonable rules
and regulations as Landlord may from time to time prescribe and subject to
rights of ingress and egress of other tenants. Parking shall be available
at the Building at a ratio of no less than four parking spaces per every
1,000 rentable square feet. Landlord shall not be responsible for enforcing
Tenant's parking rights against any third parties. Landlord may require, at
its option, in its sole discretion, that Tenant, its employees, invitees,
and visitors use certain numbered spaces to be designated by Landlord.
5. ALTERATIONS.
(a) Tenant shall not make any alterations, additions or improvements to the
Premises (including, but not limited to, roof and wall penetrations)
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld. Tenant may, without the consent of Landlord, but at
its own cost and expense and in a good workmanlike manner, erect such
shelves, bins, machinery and trade fixtures as it may deem advisable,
without altering the basic character or structure of the Premises or
improvements and without overloading or damaging the Premises or
improvements, and in each case complying with all applicable governmental
laws, ordinances, regulations and other requirements. Tenant shall not make
any alterations, additions or improvements to the Premises which will
contravene Landlord's policies insuring against loss or damage by fire or
other hazards, including but not limited to commercial general liability,
or which will prevent Landlord from securing such policies in companies
acceptable to Landlord. If any such alterations, additions or improvements
cause the rate of fire or other insurance on the Premises by companies
acceptable to Landlord to be increased beyond the minimum rate from time to
time applicable to the Premises for permitted uses thereof, Tenant shall
pay as additional rent the amount of any such increase promptly upon demand
by Landlord.
(b) Any and all alterations, additions, improvements, partitions and
fixtures erected by Tenant shall be the property of Landlord and shall
remain at the Premises upon termination of the Lease or upon earlier
vacating of the Premises. All shelves, bins, machinery and trade fixtures
installed by Tenant may be removed by Tenant prior to the termination of
this Lease provided such removal may be accomplished without damage to the
Premises or to the primary structure or structural qualities of the
Building and other improvements situated on the Premises. Tenant shall
repair any damage to the Premises, or to the Building as a result of any
alteration, addition, improvement, or repair to the Premises, or the
removal of personal property or trade fixtures by Tenant, its employees,
agents, invitees, or contractors. Should Tenant fail to conduct any such
repair within ten days of written notice from Landlord, Landlord may, at
its option, perform same, and Tenant shall remit payment to Landlord for
the actual cost and expense incurred by Landlord in effecting such repair
immediately upon demand.
6. SIGNS. Tenant shall have the right to install signs upon the Premises only
when first approved in writing by Landlord, which approval shall not be
unreasonably withheld, and subject to any applicable governmental laws,
ordinances, regulations and other requirements. Tenant shall remove all such
signs upon the termination of this Lease. Such installations and removals shall
be made in such manner as to avoid injury or defacement of the Premises, and
Tenant shall repair any injury or defacement, including, without limitation,
discoloration of the Building caused by such installation and/or removal.
7. INSPECTION. Landlord and Landlord's agents and representatives shall have the
right to enter and inspect the Premises at any reasonable time during business
hours, upon reasonable prior notice (except in the event of an emergency when no
notice shall be required), for the purpose of ascertaining the condition of the
Premises or in order to make such repairs as may be required or permitted to be
made by Landlord under the terms of this Lease or in order to show the Premises
to any prospective purchaser or lender. During any entry by Landlord or its
agents or employees on the Premises, all such persons shall act in a manner so
as not to disrupt the business of Tenant. During the period that is six (6)
months prior to the end of the term hereof, Landlord and Landlord's agents and
representatives shall have the right to enter the Premises at any reasonable
time during business hours for the purpose of showing the Premises to any
prospective tenant and shall have the right to erect on the Land a suitable sign
indicating the Premises are available. Tenant shall schedule with Landlord at
least sixty (60) days prior to vacating the Premises a time mutually agreeable
to the parties hereto for a joint inspection of the Premises prior to vacating.
In the event of Tenant's failure to give notice or arrange such joint
inspection, Landlord's inspection at or after Tenant's vacating the Premises
shall be conclusively deemed correct for purposes of determining Tenant's
responsibilities for repairs and restoration.
8. UTILITIES. Landlord agrees to provide at its cost, all utility line
connections into the Premises. Tenant shall pay all charges for all water,
electrical, telephone, sewer, and other utilities or services used on or from
the Premises, together with any taxes, penalties, surcharges or the like
pertaining thereto. Tenant shall also pay for any utility maintenance charges
and shall furnish all electric light bulbs and tubes required for the Premises.
If any such services are not separately metered to Tenant, Tenant shall pay a
reasonable proportion as determined by Landlord of all charges jointly metered
with other tenants of the Building. Landlord shall in no event be liable for any
interruption or failure of utility services on the Premises, unless caused by
the negligence of Landlord in maintaining utility connections into the Building
but in any such event Landlord shall be liable only for the cost to repair and
restore any such services.
9. ASSIGNMENT AND SUBLETTING. Tenant shall not sublet the Premises or the
interest of Tenant therein in whole or in part, or assign this Lease or the
interest of Tenant therein in whole or in part, without the prior written
consent of Landlord, which consent shall not be unreasonably withheld. Further,
Tenant may not sell, lien, or encumber its interest in this Lease or assign or
delegate the management or permit the use or occupancy of the Premises in whole
or in part by anyone other than Tenant without the prior written consent of
Landlord, which consent Landlord may withhold in its sole discretion. Landlord
and Tenant acknowledge and agree that the foregoing provisions have been freely
negotiated by the parties hereto and that Landlord would not have entered into
this Lease without Tenant's consent to the terms of this Paragraph 9.
No assignment, transfer, mortgage, sublease or other encumbrance, whether
or not approved, and no indulgence granted by Landlord to any assignee or
subtenant, shall in any way impair the continuing primary liability (which after
an assignment shall be joint and several with the assignee) of Tenant hereunder,
and no approval in a particular instance shall be deemed to be a waiver of the
obligation to obtain Landlord's approval in any other case. If for any approved
assignment or sublease Tenant receives rent or other consideration, either
initially or over the term of the assignment or sublease, in excess of the base
rent hereunder, or in case of a sublease of part of the Premises, in excess of
the portion of such rent fairly allocable to such part, after appropriate
adjustments to assure that all other payments called for hereunder are
appropriately taken into account, Tenant shall pay to Landlord as additional
rent the full excess of each such payment of rent or other consideration
received by Tenant promptly after its receipt.
Notwithstanding any provision of this Lease to the contrary, should Tenant
receive consent from Landlord to sublease or assign its interest in the Premises
and seek to sublease or assign its interest in the Premises in accordance with
this paragraph, Tenant shall not use the name of Landlord, any insignia of
Landlord, or any likeness of the Building in any of its advertising for such
sublease or assignment.
10. FIRE AND CASUALTY DAMAGE.
(a) Landlord agrees to maintain standard fire and extended coverage
insurance for the Building in an amount not less than 80% (or such greater
percentage as may be necessary to comply with the provisions of any co-
insurance clauses of the policy) of the "replacement cost" thereof as such
term is defined in the Replacement Cost Endorsement to be attached thereto,
insuring against special causes of loss, including, the perils of fire, and
lightning, such coverages and endorsements to be as defined, provided and
limited in the standard bureau forms prescribed by the insurance regulatory
authority for the State of North Carolina. Subject to the provisions of
subparagraphs 10(c), 10(d), 10(e), and 10(f) below, such insurance shall be
for the sole benefit of Landlord and under its sole control.
(b) If the Premises should be damaged or destroyed by any peril covered by
the insurance to be provided by Landlord under subparagraph 10(a) above,
Tenant shall give immediate written notice thereof to Landlord.
(c) If the Premises should be totally destroyed by any peril covered by the
insurance to be provided by Landlord under subparagraph 10(a) above, or if
they should be so damaged thereby that rebuilding or repairs cannot in
Landlord's estimation be completed within two hundred (200) days after the
date upon which Landlord is notified by Tenant of such damage, this Lease
shall terminate and the rent shall be abated during the unexpired portion
of this Lease, effective upon the date of the occurrence of such damage,
and any prepaid rent shall be refunded to Tenant in proportion to the
portion of the Premises damaged and unusable.
(d) If the Premises should be damaged by any peril covered by the insurance
to be provided by Landlord under subparagraph 10(a) above, but only to such
extent that rebuilding or repairs can, in Landlord's estimation, be
completed within two hundred (200) days after the date upon which Landlord
is notified by Tenant of such damage, this Lease shall not terminate, and
Landlord shall, at its sole cost and expense, thereupon proceed with
reasonable diligence to rebuild and repair the Premises to substantially
the condition in which they existed prior to such damage, except that
Landlord shall not be required to rebuild, repair or replace any part of
the partitions, fixtures, additions and other improvements which may have
been placed in, on or about the Premises by Tenant. If the Premises are
untenantable in whole or in part following such damage, the rent payable
hereunder during the period in which they are untenantable shall be reduced
to such extent as may be fair and reasonable under all of the
circumstances, as determined by Landlord.
(e) Notwithstanding anything herein to the contrary, in the event the
holder of any indebtedness secured by a mortgage or deed of trust covering
the Premises requires that the insurance proceeds be applied to such
indebtedness, then Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within fifteen (15) days
after such requirement is made by any such holder, whereupon all rights and
obligations hereunder thereafter accruing shall cease and terminate, and
any prepaid rent shall be refunded to Tenant in proportion to the portion
of the Premises damaged and unusable.
(f) Each of Landlord and Tenant hereby waives all rights to recover against
each other or against any other tenant or occupant of the Building, or
against the officers, directors, shareholders, partners, joint venturers,
employees, agents, customers, invitees, or business visitors of each other
or of any other tenant or occupant of the Building, for any loss or damage
arising from any cause covered by any insurance required to be carried by
each of them pursuant to this Lease, or any other insurance actually
carried by either of them. Landlord and Tenant shall cause their respective
insurers to issue waiver of subrogation rights endorsements to all policies
of insurance carried in connection with the Building ,or the Premises or
the contents of either of them, and any cost for the issuance of such
endorsements shall be borne by the original insured under such policies.
(g) The obligation of Landlord in this paragraph 10 to repair and restore
the Premises and the Building as provided herein, does not include an
obligation of Landlord to repair the fixtures, equipment, or personal
property of Tenant, which Tenant shall insure for its benefit, and Tenant
shall have the obligation to repair and restore in the event of a casualty
or other loss.
(h) The period of time within which repair and restoration of the Premises
must be completed shall be extended due to delays due to or resulting from
(i) force majeure, (ii) inclement weather, (iii) acts or omissions of
Tenant (iv) permitting or licensing, or (v) reasons beyond the reasonable
control of Landlord.
(i) In the event Landlord shall choose to repair and rebuild the Premises
under subparagraphs (c) and (d) above and Landlord shall fail to complete
such repairs within the 200-day period provided above, with such time
period extended due to force majeure, due to delays beyond the reasonable
control of Landlord, and due to delays caused by Tenant (collectively, the
"Excused Delays"), Tenant shall have the right to terminate this Lease by
written notice to Landlord received by Landlord no later than ten days
after the end of the 200 day period plus any Excused Delays.
(j) If, during the last six months of the term of this Lease, the Premises
should be totally destroyed by any peril covered by the insurance to be
provided by Landlord under subparagraph 10(a) above, or if they should be
so damaged thereby that rebuilding or repairs cannot in Landlord's
estimation be completed within two hundred (200) days after the date upon
which Landlord is notified by Tenant of such damage, and provided there is
no default or event of default by Tenant hereunder, Tenant shall have the
right to terminate this Lease upon written notice to Landlord provided such
notice is received by Landlord within fifteen days of such damage or
destruction.
11. LIABILITY. Landlord shall not be liable to Tenant or Tenant's employees,
agents, officers, partners, licensees or invitees, or to any other person
whomsoever, for any damage to property on or about the Premises belonging to
Tenant or any other person, due to any cause whatsoever, unless caused by the
willful or intentional misconduct of Landlord.
Tenant hereby covenants and agrees that it will at all times indemnify,
defend (with counsel reasonably approved by Landlord) and hold safe and harmless
Landlord (including, without limitation, its trustees and beneficiaries if
Landlord is a trust), and Landlord's agents, employees, patrons and visitors
from any loss, liability, claims, suits, costs, expenses, including without
limitation attorney's fees and damages, both real and alleged, incurred by
Landlord, its agents, employees, officers, partners, invitees, or licensees
arising out of or resulting from of the occupancy by Tenant of the Premises, a
breach by Tenant of any provision of this Lease, or the conduct by Tenant of its
business in the Building, unless caused by the negligence of Landlord, its
agents, employees, or contractors.
Landlord hereby covenants and agrees that it will at all times indemnify,
defend (with counsel reasonably approved by Tenant) and hold safe and harmless
Tenant (including, without limitation, its trustees and beneficiaries if Tenant
is a trust), and Tenant's agents, employees, patrons and visitors from any loss,
liability, claims, suits, costs, expenses, including without limitation
attorney's fees and damages, both real and alleged, incurred by Tenant, its
agents, employees, officers, partners, invitees, or licensees arising out of or
resulting from of the occupancy by Landlord of the Premises, a breach by
Landlord of any provision of this Lease, or the conduct by Landlord of its
business in the Building and on the Land, unless caused by the negligence of
Tenant, its agents, employees, or contractors.
Tenant shall procure and maintain throughout the term of this Lease a
policy or policies of insurance, at its sole cost and expense, naming Landlord
as an additional insured, and insuring both Landlord and Tenant against all
claims, demands or actions arising out of or in connection with: (i) the
Premises; (ii) the condition of the Premises; (iii) Tenant's operations in and
maintenance and use of the Premises; (iv) the equipment, personal property and
fixtures of Tenant located on the Premises; (v) any interruption in the conduct
of the business of Tenant on the Premises; (v) Tenant's liability assumed under
this Lease, and such other kinds of insurance as Landlord shall reasonably
request. The limits of coverage maintained by Tenant for (i) commercial general
liability shall be not less than $5,000,000.00 with respect to each occurrence,
not less than $5,000,000.00 with respect to personal injury or death of a single
person, not less than $5,000,000 general aggregate, and not less than
$5,000,000.00 with respect to products completed operations aggregate, (ii) for
business interruption
insurance shall be not less than coverage for actual loss, and (iii) for
replacement of the equipment, personal property and fixtures of Tenant shall be
not less than full replacement value.
All such policies shall be procured by Tenant from responsible insurance
companies reasonably satisfactory to Landlord. Certificates or certified copies
of such policies, together with receipt evidencing payments of premiums thereof,
shall be delivered to Landlord prior to the Commencement Date. Not less than
fifteen (15) days prior to the expiration date of any such policies, certified
copies of the renewals thereof or certificates in form reasonably satisfactory
to Landlord (bearing notations evidencing the payment of renewal premiums) shall
be delivered to Landlord. Such policies shall further provide that not less than
thirty (30) days prior written notice shall be given to Landlord before such
policy may be canceled or changed to reduce insurance provided thereby.
12. CONDEMNATION.
(a) If the whole or any substantial portion of the Premises, the Building
or the Land should be taken for any public or quasi-public use under
governmental law, ordinance, or regulation, or by right of eminent domain,
or by private purchase in lieu thereof, and the taking would prevent or
materially interfere with the use of the Premises by Tenant for the
purposes provided herein, this Lease shall terminate and the rent shall be
abated during the unexpired portion of this Lease, effective when the
physical taking of the Premises shall occur, and any prepaid rent shall be
refunded to Tenant in proportion to the portion of the Premises damaged and
unusable.
(b) If a portion of the Premises, the Building or the Land shall be taken
for any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof, and the use by Tenant of the Premises is not materially interfered
with, this Lease shall not terminate but the rent payable hereunder during
the unexpired portion of this Lease shall be reduced in an amount that
shall be reasonable under all of the circumstances.
(c) In the event of any such taking or private purchase in lieu thereof,
Landlord shall be entitled to receive and retain all awards as may be
awarded in any condemnation proceedings other than those specifically
awarded Tenant for a taking of Tenant's personal property, loss of business
and moving expenses, and the portion of the leasehold improvements paid for
by Tenant.
13. HOLDING OVER AND TERMINATION.
(a) Tenant shall upon the termination of this Lease by lapse of time or
otherwise, yield up immediate possession to Landlord without the
requirement of notice by Landlord to Tenant of the termination of this
Lease, nor any grace or cure period should Tenant fail to yield up
immediate possession to Landlord. Unless the parties hereto shall otherwise
agree in writing, if Landlord agrees in writing that Tenant may hold over
after the expiration or termination of this Lease, the hold over tenancy
shall be subject to termination by Landlord at any time upon not less than
five (5) days advance written notice, or by Tenant at any time upon not
less than thirty (30) days advance written notice, and all of the other
terms and provisions of this Lease shall be applicable during that period,
except that Tenant shall pay Landlord from time to time upon demand, as
rental for the period of any hold over, an amount equal to one and one-half
(1-1/2) the rent in effect on the termination date, computed on a daily
basis for each day of the hold over period. No holding over by Tenant,
whether with or without consent of Landlord, shall operate to extend this
Lease except as otherwise expressly provided. The preceding provisions of
this Paragraph 13 shall not be construed as Landlord's consent for Tenant
to hold over.
(b) Upon the termination of this Lease for whatever reason, Tenant shall
quit and immediately surrender the Premises to Landlord, broom clean, in
good order and condition with all repairs and maintenance required by
Tenant hereunder having been performed, ordinary wear and tear and casualty
loss excepted, and Tenant shall remove its personal property from the
Premises in accordance with this Lease. Should any of the personal property
or trade fixtures of Tenant remain upon the Premises after the Termination
Date, all such property shall be deemed abandoned by Tenant, and Landlord
may remove same at the cost and expense of Tenant with no liability to
Tenant therefor, and Tenant hereby releases Landlord from all liability
therefor.
14. QUIET ENJOYMENT. Landlord covenants that it now has, or will acquire before
Tenant takes possession of the Premises, good title to the Premises, free and
clear of all liens and encumbrances, excepting only the lien for current taxes
not yet due, deed of trust(s), or mortgage(s) of record, zoning ordinances
and other building and fire ordinances and governmental regulations relating to
the use of such property, and easements, restrictions and other conditions of
record. In the event this Lease is a sublease, then Tenant agrees to take the
Premises subject to the provisions of the prior leases. Landlord represents and
warrants that it has full right and authority to enter into this Lease and that
Tenant, upon paying the rental herein set forth and performing its other
covenants and agreements herein set forth, shall peaceably and quietly have,
hold and enjoy the Premises for the term hereof without hindrance or molestation
from Landlord, or its successors in interest, subject to the terms and
provisions of this Lease.
15. EVENTS OF DEFAULT. The following events shall be deemed to be events of
default by Tenant under this Lease:
(a) Tenant shall fail to pay any installment of the rent herein reserved,
or payment with respect to taxes hereunder, or any other payment or
reimbursement to Landlord required herein, within five (5) days of when
due; provided, however, Landlord shall provide Tenant written notice of a
default under this subparagraph (a) but shall not be obligated hereunder to
do so more than once in any twelve month period.
(b) Tenant shall become insolvent, or shall make a transfer in fraud of
creditors, or shall make an assignment for the benefit of creditors.
(c) Tenant shall file a petition under any section or chapter of the
Bankruptcy Reform Act, as amended or under any similar law or statute of
the United States or any state thereof, and is not discharged within sixty
days of filing; or Tenant shall be adjudged bankrupt or insolvent in
proceedings filed against Tenant thereunder.
(d) A receiver or trustee shall be appointed for all or substantially all
of the assets of Tenant and is not discharged within sixty days of
appointment.
(e) Tenant shall desert or vacate all or a portion of the Premises and fail
to maintain the neat and orderly appearance of the Premises.
(f) Tenant shall fail to yield up immediate possession of the Premises to
Landlord upon termination of this Lease.
(g) Tenant shall fail to comply with any term, provision or covenant of
this Lease (other than the provisions of subparagraphs (a), (b), (c), (d),
(e) and (f) of this Paragraph 15), and shall not cure such failure within
twenty (20) days after written notice thereof to Tenant; provided, however,
in the event
Tenant is acting in good faith and diligently to effect a cure, Landlord
shall act reasonably to provide such additional time as shall be necessary
to complete such cure.
16. REMEDIES. Upon the occurrence of any event of default in Paragraph 15
hereof, Landlord shall have the option to pursue any remedy at law or in equity,
including, but not limited to, one or more of the following remedies without any
notice or demand whatsoever:
(a) Terminate this Lease, in which event Tenant shall immediately surrender
the Premises to Landlord, and if Tenant fails to do so, Landlord may,
without prejudice to any other remedy which it may have for possession or
arrearage in rent, enter upon and take possession of the Premises and expel
and remove Tenant and any other person who may be occupying the Premises or
any part thereof, with or without judicial approval, by any legal means
necessary, without being liable for prosecution or any claim of damages
therefor; secure the Premises against unauthorized entry; and Tenant agrees
to pay to Landlord on demand the amount of all loss and damage which
Landlord may suffer by reason of such termination, whether through
inability to relet the Premises on satisfactory terms or otherwise.
(b) Enter upon and take possession of the Premises and expel or remove
Tenant and any other person who may be occupying such Premises or any part
thereof, with or without judicial approval, by any legal means necessary,
without being liable for prosecution and receive the rent thereof; secure
the Premises against unauthorized entry; store any property located on the
Premises at the expense of the owner thereof and Tenant agrees to pay to
Landlord on demand any deficiency that may arise by reason of such
reletting. In the event Landlord is successful in reletting the Premises at
a rental in excess of that agreed to be paid by Tenant pursuant to the
terms of this Lease, Landlord and Tenant each mutually agree that Tenant
shall not be entitled, under any circumstances, to such excess rental, and
Tenant does hereby specifically waive any claim to such excess rental.
(c) Enter upon the Premises, with or without judicial approval, by any
legal means necessary, without being liable for prosecution or any claim
for damages therefor, secure the Premises against unauthorized entry,
remove all property of Tenant from the Premises and store it at the cost
and expense of Tenant, and do whatever Tenant is obligated to do under the
terms of this Lease; and Tenant agrees to reimburse Landlord on demand for
any expenses which Landlord may incur in thus effecting compliance with
Tenant's obligations under this Lease, and Tenant further agrees that
Landlord shall not be liable for any damages resulting to Tenant from such
action, whether caused by the negligence of Landlord or otherwise.
(d) Accelerate and demand the payment of all base rent and other charges
due and payable hereunder over the term of this Lease which shall be
discounted to present value as reasonably determined by Landlord.
In connection with the exercise of its remedies under this Lease, Landlord
shall act in a commercially reasonable manner to mitigate its damages.
In the event Tenant fails to pay any installment of base rent or additional
rent hereunder within fifteen days of the due date of such installment, Tenant
shall pay to Landlord on demand a late charge in an amount equal to four percent
(4%) of such installment to help defray the additional cost to Landlord for
processing such late payment. The provision for such late charge shall be in
addition to all of Landlord's other rights and remedies hereunder or at law and
shall not be construed as liquidated damages or as limiting Landlord's remedies
in any manner. If, on account of any breach or default by Tenant in Tenant's
obligations under the terms and conditions of this Lease, it shall become
necessary or appropriate for Landlord to employ or consult
with an attorney concerning or to enforce or defend any of Landlord's rights or
remedies hereunder, Tenant agrees to pay any and all reasonable attorneys' fees
so incurred.
Pursuit of any of the foregoing remedies shall not preclude pursuit of any
of the other remedies herein provided or any other remedies provided by law or
equity, nor shall pursuit of any remedy herein provided constitute a forfeiture
or waiver of any rent due to Landlord hereunder or of any damages accruing to
Landlord by reason of the violation of any of the terms, provisions and
covenants herein contained. No act or thing done by Landlord or its agents
during the term hereby granted shall be deemed a termination of this Lease or an
acceptance of the surrender of the Premises, and no agreement to terminate this
Lease or accept a surrender of the Premises shall be valid unless in writing
signed by Landlord. No waiver by Landlord of any violation or breach of any of
the terms, provisions and covenants herein contained shall be deemed or
construed to constitute a waiver of any other violation or breach of any of the
terms, provisions and covenants herein contained. Landlord's acceptance of the
payment of rental or other payments hereunder after the occurrence of an event
of default shall not be construed as a waiver of such default, unless Landlord
so notifies Tenant in writing, and no receipt of money by Landlord from Tenant
after the termination of this Lease or after service of any notice or after the
commencement of any suit or after final judgment for possession of the Premises
shall reinstate, continue or extend the term of this Lease or affect any such
termination, notice, suit or judgment, unless landlord so notifies Tenant in
writing. Forbearance by Landlord to enforce one or more of the remedies herein
provided upon an event of default shall not be deemed or construed to
constitute waiver of such default or of Landlord's right to enforce any such
remedies with respect to such default or any subsequent default.
17. [INTENTIONALLY DELETED.]
18. MORTGAGES. Tenant accepts this Lease subject and subordinate to any
mortgage(s) and/or deed(s) of trust now or at any time hereafter constituting a
lien or charge upon the Premises or the improvements situated thereon; provided,
however, that if the mortgagee, trustee, or holder of any such mortgage or deed
of trust elects to have Tenant's interest in this Lease superior to any such
instrument, then by notice to Tenant from such mortgagee, trustee or holder,
this Lease shall be deemed superior to such lien, whether this Lease was
executed before or after said mortgage or deed of trust. Tenant shall at any
time hereafter on demand execute any instruments, releases or other documents
which may be required by any mortgagee or trustee for the purpose of further
subjecting and subordinating this Lease to the lien of any such mortgage or deed
to trust. Landlord shall use reasonable efforts to provide Tenant with a
subordination, attornment and nondisturbance agreement in customary form whereby
the lender under the deed of trust encumbering the Building agrees not to
disturb the interest of Tenant under this Lease so long as there is no default
hereunder by Tenant. The form and substance of the nondisturbance agreement will
be reasonably acceptable to the lender and Tenant.
19. MECHANIC'S LIENS. Tenant shall have no authority, express or implied, to
create or place any lien or encumbrance of any kind or nature whatsoever upon,
or in any manner to bind, the interest of Landlord in the Premises or to charge
the rentals payable hereunder for any claim in favor of any person dealing with
Tenant, including those who may furnish materials or perform labor for any
construction or repairs, and each such claim shall affect and each such lien
shall attach to, if at all, only the leasehold interest granted to Tenant by
this instrument. Tenant covenants and agrees that it will pay or cause to be
paid all sums legally due and payable by it on account of any labor performed or
materials furnished at the request of Tenant in connection with any work
performed on the Premises at the request of Tenant on which any lien is or can
be validly and legally asserted against its leasehold interest in the Premises
or the improvements thereon and that it will save and hold Landlord harmless
from any and all loss, cost or expense based on or arising out of asserted
claims or liens
against the leasehold estate or against the right, title and interest of
Landlord in the Premises or under the terms of this Lease.
20. NOTICES. Each provision of this instrument or of any applicable
governmental laws, ordinances, regulations, or other requirements with reference
to the sending, mailing, or delivery of any notice by Landlord to Tenant or with
reference to the sending, mailing, or delivery of any notice or the making of
any payment by Tenant to Landlord shall be deemed to be complied with when and
if the following steps are taken:
(a) All rent and other payments required to be made by Tenant to Landlord
hereunder shall be payable to Landlord at the address first hereinbelow set
forth or at such other address as Landlord may specify from time to time by
written notice delivered in accordance herewith. Tenant's obligations to
pay rent and any other amounts to Landlord under the terms and of this
Lease shall not be deemed satisfied until such rent and other amounts have
been actually received by Landlord.
(b) Any notice or document required or permitted to be delivered hereunder
shall be deemed to be delivered whether actually received or not when:
(i) deposited in the United States Mail, postage prepaid;
(ii) sent by federal express or other nationally recognized
overnight courier, charges prepaid; or
(iii) sent by Certified or Registered Mail, return receipt requested,
postage prepaid, and addressed to the parties hereto at the respective
addresses set out below, or at other such addresses as they have heretofore
specified by written notice delivered in accordance therewith.
LANDLORD:
Perimeter Park West Associates
Limited Partnership c/o Lichtin Properties, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
With a copy to:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, L.L.P.
Two Hanover Square Building
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
c/o Lichtin Properties, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
TENANT:
Applied Innovation, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ - 3271
With a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Porter, Wright, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
If and when included within the term "Landlord", as used in this
instrument, there is more than one person, firm or corporation, all shall
jointly arrange among themselves for their joint execution of such a notice
specifying some individual at some specific address for the receipt of notices
and payments to Landlord; if and when included within the term "Tenant, as used
in this instrument, there is more than one person, firm or corporation, all
shall jointly arrange among themselves for their joint execution of such a
notice specifying some individual at some specific address within the
continental United States for the receipt of notices to Tenant. All parties
included within the terms "Landlord" and "Tenant", respectively, shall be deemed
to have received notices in accordance with the provisions of this paragraph
with the same effect as if each had received such notice.
21. BROKER'S CLAUSE. Tenant warrants and represents to Landlord that it has
had no dealings with any real estate broker or agent in connection with this
Lease other than ▇▇▇▇/Lichtin, and Tenant covenants to pay, hold harmless, and
indemnify Landlord from and against any and all costs, expenses, liabilities
(including reasonable attorneys' fees), causes of action, claims or suits in
connection with any compensation, commission, fee, or charges claimed by any
other real estate broker or agent with respect to this Lease or the negotiation
thereof, arising out of any act of Tenant. Landlord warrants and represents to
Tenant that it has had no dealings with any real estate broker or agent in
connection with this Lease other than ▇▇▇▇/▇▇▇▇▇▇▇, and Landlord covenants to
pay, hold harmless, and indemnify Tenant from and against any and all costs,
expenses, liabilities (including reasonable attorneys' fees), causes of action,
claims or suits in connection with any compensation, commission, fee, or
charges claimed by any other real estate broker or agent with respect to this
Lease or the negotiation thereof, arising out of any act of Landlord.
22. LANDLORD'S LIABILITY. Notwithstanding anything to contrary contained in
this Lease, Tenant agrees and understands that Tenant shall look solely to the
estate and property of Landlord in the Building and the Land for the enforcement
of a judgment (or other judicial decree) requiring the payment of money by
Landlord to Tenant by reason of default or breach of Landlord in performance of
its obligations under this Lease, it being intended that there will be
absolutely no personal liability on the part of Landlord, its successors and
assigns with respect to any of the terms, covenants, and conditions of this
Leases, and no other assets of Landlord or of Landlord's partners, if any, shall
be subject to levy, execution, attachment or any other legal process for the
enforcement or satisfaction of the remedies pursued by Tenant in the event of
such default or breach, this exculpation of liability to be absolute and without
exception whatsoever; provided, however if Landlord has sold the Building and
Land prior to the entry of any judgment against Landlord on behalf of Tenant and
if there is a lawsuit pending against Landlord on behalf of Tenant at the time
of such sale or transfer, Landlord shall be liable to Tenant in an amount equal
to the amount of equity received by Landlord from the sale of the Building and
the Land.
23. RULES AND REGULATIONS. Tenant shall fully comply with the Rules and
Regulations attached hereto as Exhibit D and made a part hereof and any and all
modifications thereof, or amendments thereto. Landlord shall provide Tenant at
least thirty days prior written notice of any amendments or modifications to the
Rules and Regulations, and shall act to enforce the Rules and Regulations in a
uniform and nondiscriminatory manner.
24. HAZARDOUS MATERIALS.
(a) Tenant agrees that it will not release, discharge, place, hold, or
dispose of any Hazardous Material (as hereinafter defined) on, under or at
the Premises, in the Building, or on the Land, and that it will not use the
Premises, the Building, the Land, or any other portion thereof as a site
for the treatment, storage, or disposal (whether permanent or temporary) of
any Hazardous Material except in the ordinary course of the business of
Tenant and in compliance with all applicable laws, statutes, ordinances,
and regulations. Tenant further agrees that it will not cause or allow any
asbestos to be incorporated into any improvements or alterations which
Tenant makes or causes to be made to the Premises, or the Building.
(b) Tenant hereby agrees to indemnify, defend (with counsel reasonably
approved by Landlord) and hold harmless Landlord of from and against any
and all losses, liabilities, damages, injuries, costs, expenses and claims
of any and every kind whatsoever (including without limitation, court costs
and attorneys' fees at all tribunal levels) which at any time or from time
to time may be paid, incurred or suffered by, or asserted against Landlord
for, with respect to, or as a direct or indirect result of (i) any breach
by Tenant of the provisions of this Paragraph, or (ii) as a direct or
indirect result of the acts or omissions of Tenant or any agent, employee,
invitee, licensee, or independent contractor of Tenant, the presence on or
under, or the escape, seepage, leakage, spillage, discharge, emission, or
release from, onto, or into the Premises, the Building, the Land, the
atmosphere, or any watercourse, body of water, or groundwater, of any
Hazardous Material (including, without limitation, any losses, liabilities,
damages, injuries, costs, expenses or claims asserted or arising under the
Comprehensive Environmental Response, Compensation and Liability Act, any
so-called "Superfund" or "Superlien" law, or any other Federal, state,
local or other statute, law, ordinance, code, rule, regulation, order or
decree regulating, relating to or imposing liability or standards of
conduct concerning any Hazardous Material); and the provisions of and
undertakings and indemnification set forth in this paragraph shall survive
the termination or expiration of this Lease, for any reason, and shall
continue to be the liability, obligation and indemnification of Tenant,
binding upon Tenant forever. The provisions of the preceding sentence shall
govern and control over any inconsistent provision of this Lease.
(c) For purposes of this Lease, "Hazardous Material" means and includes any
hazardous or toxic substance, pollutant, contaminant, gas, or petroleum
product defined as such in (or for purposes of) the Comprehensive
Environmental Response, Compensation, and Liability Act, as amended, any
so-called "Superfund" or "Superlien", law, the Toxic Substances Control
Act, as amended, or any other Federal, state or local statute, law,
ordinance, code, rule, regulation, order or decree regulating, relating to,
or imposing liability or standards of conduct concerning, any hazardous,
toxic or dangerous waste, substance or material, as now or at any time
hereafter in effect, or any other hazardous, toxic or dangerous, waste,
substance or material, gas or petroleum product, and "Applicable Laws"
shall mean the Comprehensive Environmental Response, Compensation, and
Liability Act, as amended, any so-called "Superfund" or "Superlien", law,
the Toxic Substances Control Act, as amended, or any other Federal, state
or local statute, law, ordinance, code, rule, regulation, order or decree
regulating, relating to, or imposing liability or standards of conduct
concerning, any hazardous, toxic or dangerous waste, substance or material,
as now or at any time hereafter in effect, or any other hazardous, toxic or
dangerous, waste, substance or material, gas or petroleum product.
(d) Tenant shall provide Landlord with a list of any and all Hazardous
Materials released, discharged, placed, held, or disposed of on the
Premises, and certification to Landlord of compliance by Tenant with all
Applicable Laws, within ten days of a request therefor by Landlord.
(e) Landlord shall indemnify, defend (with counsel reasonably approved by
Landlord) and hold harmless Tenant of from and against any and all losses,
liabilities, damages, injuries, costs, expenses and claims of any and every
kind whatsoever (including without limitation, court costs and attorneys'
fees at all tribunal levels) which at any time or from time to time may be
paid, incurred or suffered by, or asserted against Tenant with respect to
the presence of Hazardous Materials on the Premises and not caused by
Tenant, its employees, agents, invitees, licensees, or independent
contractors. The provisions of this subparagraph (e) shall survive the
termination or expiration of this Lease, for any reason, and shall continue
to be the liability, obligation and indemnification of Landlord, binding
upon Landlord forever. The provisions of the preceding sentence shall
govern and control over any inconsistent provision of this Lease.
25. LANDLORD'S RIGHT TO SUBSTITUTE THE PREMISES. At any time after the date on
which Landlord shall have delivered possession of the Premises to Tenant in
accordance with this Lease but only once during the term of this Lease, and in
the event that Landlord shall elect to devote all or a portion of the Premises
to use by another existing or prospective tenant, Landlord shall have the right
to substitute for the Premises other comparable space in the Building (the
"Substitute Premises") by written notice delivered to Tenant not less than
ninety (90) days nor more than one hundred twenty (120) days prior to the date
set forth in said notice as the effective date (the "Substitution Date") for
such substitution. The Substitution Date shall be the date upon which Tenant
shall open for business in the Substitute Premises. Such written notice shall
include a floor plan identifying the Substitute Premises which premises shall
have a rentable square footage equal to or greater than the Premises (but at no
greater base rent charge) and shall be similar in configuration, and Tenant
shall have the right to reasonably approve the Substitute Premises. Tenant shall
submit Tenant's Plans and Specifications for the Substitute Premises for
Landlord's review and approval within thirty days of its receipt of notice from
Landlord concerning the Substitute Premises. Landlord shall, promptly after
Tenant assumes occupancy of the Substitute Premises and provided that Tenant is
not then in default of any of its obligations under the Lease, reimburse Tenant
for any reasonable costs and expenses incurred by Tenant in connection with the
substitution hereunder. From and after the Substitution Date, the term Premises
shall be deemed to mean the Substitute Premises for all purposes under the
Lease.
26. COVENANT OF TENANT. If Landlord encounters difficulties in negotiating
permanent or construction financing for the Building, and after using its best
efforts is unable to resolve those difficulties without obtaining minor
modifications to this Lease, Tenant will act in good faith to execute an
amendment to this Lease, but this agreement on the part of Tenant will not
require Tenant to make any changes that in Tenant's reasonable judgment alter
the term hereof, or adversely affect any substantive right of Tenant, whether
legal or economic.
27. MISCELLANEOUS.
(a) Words of any gender used in this Lease shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires.
(b) The terms, provisions and covenants and conditions contained in this
Lease shall apply to, inure to the benefit of, and be binding upon the
parties hereto and upon their respective heirs, legal representatives,
successors and permitted assigns, except as otherwise herein expressly
provided. Landlord shall have the right to assign any of its rights and
obligations under this Lease. Each party
agrees to furnish to the other, promptly upon demand, a resolution, or
other appropriate documentation evidencing the due authorization of such
party to enter into this Lease.
(c) The captions inserted in this Lease are for convenience only and in no
way define, limit or otherwise describe the scope or intent of this Lease,
or any provision hereof, or in any way affect the interpretation of this
Lease.
(d) Tenant agrees from time to time, within ten (10) business days after
request of Landlord, to deliver to Landlord, or Landlord's designee, an
estoppel certificate stating, if true, that this Lease is in full force and
effect, the date to which rent has been paid, the unexpired term of this
Lease and such other matters pertaining to this Lease as may be reasonably
requested by Landlord. It is understood and agreed that Tenant's obligation
to furnish such estoppel certificates in a timely fashion is a material
inducement for Landlord's execution of this Lease.
(e) This Lease may not be altered, changed or amended except by an
instrument in writing signed by both parties hereto.
(f) All obligations of Tenant hereunder not fully performed as of the
expiration or earlier termination of the term of this Lease shall survive
the expiration or earlier termination of the term hereof, including,
without limitation, all payment obligations concerning the condition of the
Premises. Upon the expiration or earlier termination of the term hereof,
and prior to Tenant's vacating the Premises, Tenant shall pay to Landlord
any amount reasonably estimated by Landlord as necessary to put the
Premises, including, without limitation, all heating and air conditioning
systems and equipment therein, in good condition and repair, normal wear
and tear and casualty loss excepted. Tenant shall also, prior to vacating
the Premises, pay to Landlord the amount, as estimated by Landlord, of
Tenant's obligation hereunder for real estate taxes and insurance premiums
payable during the year in which the Lease expires or terminates. All such
amounts shall be used and held by Landlord for payment of such obligations
of Tenant hereunder, with Tenant being liable for any additional costs
therefor upon demand by Landlord, or with any excess to be returned to
Tenant after all such obligations have been determined and satisfied, as
the case may be. Any security deposit held by Landlord shall be credited
against the amount payable by Tenant under this Paragraph 26(f).
(g) In the event of a transfer by Landlord of its interest in the Premises,
the transferring Landlord shall be released from all obligations and
liabilities under the terms of this Lease subsequent to the date of such
transfer. In the event a transferee shall agree to assume the obligations
and liabilities of Landlord under the Lease prior to the date of the
transfer, Landlord shall be released from all obligations and liabilities
under the Lease.
(h) If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws effective during the term of
this Lease, then and in that event, it is the intention of the parties
hereto that the remainder of this Lease shall not be affected thereby, and
it is also the intention of the parties to this Lease that in lieu of each
clause or provision of this Lease that is illegal, invalid or
unenforceable, there be added as a part of this Lease contract a clause or
provision as similar in terms to such illegal, invalid or unenforceable
clause or provision as may be possible and be legal, valid and enforceable.
(i) Because the Premises are on the open market and are presently being
shown, this Lease shall be treated as an offer with the Premises being
subject to prior lease and such offer subject to the withdrawal or non-
acceptance by Landlord or to other use of the Premises without notice, and
this Lease shall not be
valid or binding unless and until accepted by Landlord in writing and a fully
executed copy delivered to both parties hereto.
(j) All references in this Lease to "the date hereof" or similar references
be deemed to refer to the last date, in point of time, on which all parties
hereto have executed this Lease.
(k) Time is of the essence of this Lease.
(l) Landlord shall not be in default in the performance of any of Landlord's
obligations hereunder unless and until Landlord shall have failed to perform
such duties or obligations within thirty (30) days (or such additional time as
is reasonably required to correct any such default, or such lesser time as shall
be reasonable in the event of an emergency) after written notice by Tenant to
Landlord, properly specifying wherein Landlord has failed to perform any such
duty or obligation. Landlord shall have no liability for any incidental or
consequential damages of Tenant, or anyone claiming by, through or under Tenant,
for any reason whatsoever.
(m) In the event that Landlord shall default in the performance of Landlord's
obligations hereunder, the holder of a mortgage or the beneficiary of a deed of
trust which includes the Premises shall have the right, but not the obligation,
to perform or comply with any covenants, agreements and provisions violated in
connection with such default. Further, if such holder or beneficiary notifies
Tenant that such holder or beneficiary has taken over Landlord's right under
this Lease, Tenant shall not assert any right to deduct the cost of repairs or
any monetary claims against Landlord theretofore accrued from rent thereafter
due and payable, but shall look solely to Landlord and not such holder or
beneficiary for satisfaction of such claim.
(n) This Lease does not create the relationship of partner or joint venturer
between Landlord and Tenant.
(o) The laws of the State of North Carolina shall govern the interpretation,
the validity, performance and enforcement of this Lease.
(p)
(i) If Tenant is a corporation, the undersigned officer of Tenant does
hereby warrant and certify to Landlord that Tenant is a corporation in
good standing and duly organized under the laws of the State of North
Carolina, or if chartered in a state other than the State of North
Carolina is a corporation in good standing and duly organized under the
laws of such state and is authorized to do business in the State of North
Carolina. The undersigned officer of Tenant hereby further warrants and
certifies to Landlord that such officer is authorized and empowered to
bind the corporation to the terms of this Lease by such officer's
signature hereto.
(ii) If Tenant is a general or limited partnership, the undersigned
general partner of Tenant does hereby warrant and certify to Landlord
that Tenant is a general partnership or limited partnership, as the case
may be, validly existing under the laws of the State of North Carolina,
or if formed in a state other than the State of North Carolina, is a
general partnership or limited partnership validly existing under the
laws of such state and is authorized to do business in the State of North
Carolina. The undersigned general partner of Tenant hereby further
warrants and certifies to Landlord that such general partner is
authorized and empowered to bind Tenant to the terms of this Lease by
such general partner's signature hereto.
(iii) The undersigned general partner of Landlord does hereby warrant and
certify to Tenant that Landlord is a limited partnership, validly
existing under the laws of the State of North Carolina and is authorized
to do business in the State of North Carolina. The undersigned general
partner of Landlord hereby further warrants and certifies to Tenant that
such general partner is authorized and empowered to bind Landlord to the
terms of this Lease by such general partner's signature hereto.
(q) This Lease shall be executed in duplicate, each of which shall be deemed an
original and complete of itself and may be introduced into evidence or used for
any purpose without the production of any other copy. If Tenant is a
corporation, two authorized corporate officers must execute this Lease in their
appropriate capacity for Tenant and affix the corporate seal.
(r) The provisions contained in the Rider attached hereto, if any, are
incorporated herein by reference and made a part of this Lease. In the event of
any conflict between the printed portion of this Lease and the Rider, the
provisions of the Rider shall govern and control.
(s) Although the printed provisions of this Lease were drafted by Landlord,
such fact shall not cause this Lease to be construed either for or against
Landlord or Tenant.
(t) This Lease may not be recorded. Upon the request and at the expense of
Tenant, Landlord shall execute a memorandum of this Lease suitable for recording
which shall omit the financial terms herein but which shall identify the
Premises and the term of this Lease. Upon the expiration of this Lease, a
recorded memorandum of this Lease may be canceled of record by a document
executed by Landlord, or its successor in interest for such purpose.
(u) Tenant shall provide to Landlord within 120 days of the close of its fiscal
year, and thereafter upon reasonable request of Landlord but no more frequently
than once each calendar year, financial statements of Tenant certified by the
chief financial officer of Tenant, and Tenant shall act to ensure that any
guarantor hereof provides Landlord with copies of its financial statements
within ninety days of the close of its fiscal year.
(v) No remedy conferred herein is intended to be exclusive of any other remedy
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or thereunder or now or hereafter existing at law
or in equity or by statute or otherwise.
(w) No provision of this Lease shall be deemed to waive any statutory or common
law rights of Landlord to assert a lien upon property of Tenant.
IN WITNESS WHEREOF, the parties hereto have executed this Lease under seal as of
the day and year first above written.
LANDLORD:
PERIMETER PARK WEST ASSOCIATES
LIMITED PARTNERSHIP (SEAL), a
North Carolina limited partnership
WITNESS:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (SEAL)
----------------------- -----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
General Partner
TENANT:
APPLIED INNOVATION, INC., a Delaware
corporation
ATTEST:
By:/s/ [signature illegible] By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------- -----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Secretary Chairman, President and CEO
[CORPORATE SEAL]
EXHIBIT A
THE LAND
BEING ALL of that certain tract or parcel of land containing 7.668 acres
(334,013 square feet) designated as Enterprise Center II, according to plat of
survey entitled "Boundary Survey of: Enterprise Center 11, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, for: Perimeter Park West Associates, Tax PIN #0746.04-92-5846, Cedar
Fork TWSP, Wake County, Morrisville, North Carolina" dated July 11, 1995,
prepared by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, registered land surveyor, of DSAtlantic and
recorded in Book of Maps 1995, Page 1158, Wake County Registry.
EXHIBIT C
PLANS AND SPECIFICATIONS
[TO BE ATTACHED UPON THE MUTUAL APPROVAL OF LANDLORD AND TENANT.]
EXHIBIT D
RULES AND REGULATIONS
1. The sidewalks, common areas, and public portions of the Building, such as
entrances, passages, courts, elevators, vestibules, stairways, corridors or
halls, and the streets, alleys or ways surrounding or in the vicinity of the
Building shall not be obstructed by Tenant, even temporarily, or encumbered by
Tenant or used for any purpose other than ingress to and egress from the
Premises.
2. No awnings or other projections shall be attached to the outside walls of
the Building.
3. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by Tenant on any part of the outside of the
Premises or Building unless approved by Landlord. Signs on entrance doors shall,
at Tenant's expense, be inscribed, painted or affixed for each tenant by sign
makers approved by Landlord. In the event of the violation of the foregoing by
Tenant, Landlord may remove same without notice to Tenant or any liability
therefor, and may charge the expense incurred by such removal to Tenant.
4. The sashes, sash doors, skylights, windows, heating, ventilating and air
conditioning vents and doors that reflect or admit light and air into the halls,
passageways or other public places in the Building shall not be covered or
obstructed by Tenant.
5. No show cases or other articles shall be put in front of or affixed to any
part of the exterior of the Building, nor placed in the public halls, corridors,
or vestibules without the prior written consent of Landlord.
6. The bathrooms and plumbing fixtures shall not be used for any purposes
other than those for which they were designed, and no sweepings, rubbish, rags,
or other substances shall be thrown therein. All damages resulting from any
misuse of the bathrooms or fixtures shall be the responsibility of Tenant.
7. Tenant shall not in any way deface any part of the Premises or the
Building.
8. No vehicles, or animals of any kind shall be brought into or kept in
or about the Premises, or in the Building. No cooking shall be done or permitted
by Tenant on the Premises except in conformity with all applicable laws,
statutes, regulations and ordinances and then only in the area designated as a
kitchen, if any, on the Premises of Tenant, which is to be primarily used by
Tenant's employees for heating beverages and light snacks. Tenant shall not
cause or permit any unusual or objectionable odors to be produced upon or
permeate from the Premises.
9. All desks shall be serviced by chairs with rollers that are equipped with
floor mats underneath each chair.
10. No space in the Building shall be used for the sale of merchandise, goods,
or property of any kind at auction.
11. Tenant shall not make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with occupants of the Building or neighboring
buildings or premises or those having business with them, whether by the use of
any musical instrument, radio, talking machine, unmusical noise, whistling,
singing, or in any other way. Tenant shall not throw anything out of the doors,
windows or skylights or down the passageways.
12. Neither Tenant, nor any of Tenant's servants, employees, agents, visitors,
or licensees, shall at any time bring or keep upon the Premises any inflammable,
combustible or explosive fluid, or chemical substance, other
than reasonable amounts of cleaning fluids or solvents required in the normal
operation of Tenant's business offices.
13. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by Tenant, nor shall any changes be made in existing locks or
the mechanism thereof, without the prior written approval of Landlord and unless
and until a duplicate key is delivered to Landlord. Tenant shall, upon the
termination of its tenancy, return to Landlord all keys of stores, offices and
toilet rooms, either furnished to, or otherwise procured by, Tenant, and in the
event of the loss of any keys so furnished, Tenant shall pay to Landlord the
cost thereof.
14. Tenant shall not overload any floor.
15. Tenant shall not occupy or permit any portion of the Premises to be used
for the possession, storage, manufacture or sale of liquor, narcotics, or
tobacco in any form.
16. Tenant shall be responsible for all persons for whom it issues passes
and/or keys and shall be liable to Landlord for all acts of such persons.
17. The Premises shall not be used for lodging or sleeping or for any immoral
or illegal purpose.
18. The requirements of Tenant will be attended to only by Landlord or the
property manager of the Premises.
19. Canvassing, soliciting, and peddling in the Building are prohibited and
Tenant shall cooperate to prevent the same.
20. All paneling, grounds or other wood products not considered furniture shall
be of fire retardant materials.
21. No smoking is permitted in the Premises, or in the Building. Smoking is
permitted outside the Building in designated smoking areas. All cigarette butts
and other refuse should be placed in designated containers.
22. No weapons concealed or visible are permitted in the Premises, in the
Building, or on the Land.
23. Landlord shall not be responsible to Tenant or liable for the non-
observance or violation of any of these Rules and Regulations by any other
tenant.
Whenever the above rules conflict with any of the rights or obligations of
Tenant pursuant to the provisions of the Lease, the provisions of the Lease
shall govern.
EXHIBIT " C-1 " continued
[FLOOR PLANS APPEAR HERE]
Via Fax (▇▇▇.▇▇▇.▇▇▇▇) and Mail
February 25, 1999
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Financial Officer
Sciquest, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Purchase Agreement of Property
Dear ▇▇▇:
Reference is made to a certain pending sublease agreement (the "Sublease")
between Applied Innovation Inc. ("Sublandlord", hereinafter referred to as
"Seller") and SciQuest, Inc. ("Subtenant", hereinafter referred to as "Buyer")
for premises at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Enterprise ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Premises").
Pursuant to the terms of this letter and simultaneous with the execution of
the Sublease by Buyer and Seller, Seller hereby sells, transfers and conveys
to Buyer and Buyer hereby purchases and accepts from Seller, free and clear,
those items of furniture and telecommunications equipment inventoried in the
attached Exhibit, and any and all other property of Seller which remains in
the Premises as of the date Buyer takes possession of the Premises under the
Sublease (together known as the "Property").
Seller hereby represents and warrants that it has good and valid title, free
and clear of any and all liens and encumbrances, of all Property contemplated
hereunder and the undersigned has the authority to sell the Property on behalf
of the Seller.
As consideration for the Property, Buyer shall, at execution of the Sublease
by Buyer, pay Seller by corporate check the sum of Fifteen Thousand and
000/100 Dollars ($15,000), reftmdable in ftdl to Buyer should the Sublease not
be approved in writing by Prime Landlord.
Please sign this letter and its duplicate, returning one copy to my attention.
Thank you.
Sincerely,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chief Financial Officer
AGREED AND ACCEPTED:
SCIQUEST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date: 3/1/99
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Attachment (Property inventory list)
EXHIBIT TO PURCHASE AGREEMENT
FAX
TO: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ FROM: ▇▇▇▇▇ ▇▇▇▇▇
Grubb& ▇▇▇▇▇ Applied Innovation Inc.
5800 Innovation Inc.
Phone ▇▇▇-▇▇▇-▇▇▇▇ Dublin, OH ▇▇▇▇▇-▇▇ ▇▇
Fax Phone 919-783-42.44
Phone ▇▇▇-▇▇▇-▇▇▇▇
Fax Phone ▇▇▇-▇▇▇-▇▇▇▇
.cc.
Date 02112199
Number of pages including cover sheet
REMARKS: [] Urgent [] For your review E] Reply ASAP 0 Please Comment
Telecommunications system information:
PBX
Fujitsu F9600ES
16 CO Trunk ports
16 DID Trunk ports
32 Digital station ports
48 Analog station ports
6 voice mail ports
32 Digital telephones (Approx)
38 Analog telephones (Approx)
VoiceMail system
ActiveVoice Repartee system
6 voice mail ports
January 19, 1997
APPLIED INNOVATION
PHASE1
(5) PRIVATE OFFICES
3 - LEFT UNITS
2 - RIGHT UNITS
▇▇▇▇▇▇▇▇ WcKEY - METAL #C1000 SERIES
1. (3) #CMS1066L., DESKS W/PED AND CENTER DRAWER
2. (2) #CMS1066R, DESK W/PED AND CENTER DRAWER
3. (5) #026 100. BRIDGE 24" X 42"
4. (5) #CC16624P. DESK CREDENZA SHELL 24" X 66"
5. (5) #L230, LATERAL FILE
6. (5) #NSX-1 I TASK CHAIRS W/ARMS BY UNITED, GRADE 4 FABRIC
#N21 WINDWARD
7. (10) NNS-31 SIDE CHAIRS BY UNITED GRADE 4 FABRIC #N21 WINDWARD
8. (5) #1248 BOOKCASE
SMALL CONFERENCE ROOM
9. #RT-6-BOOO. 72" X 36"TABLE
BY ABCO. ▇▇▇▇ NEBULA B
10. (6) #A32 SLED BASE CHAIRS
#N51 HALYARD
BOARD ROOM
11. #BCB-162-COOO WTABLE
B)~ ABCO. LAMINATE "▇▇▇▇-C
BOATSHAPED 2" TIECK EDGE
4 PEDESTALS - ▇▇▇.▇▇▇
48- X WX 29"H
12. (16) #CN-32 SLED BASE CHAIRS
GRADE 4 FABRIC NN51 HALYARD
13. (1) #CC-1848-COOO CREDENZA 29"D X 487W X 29"H LAMINATE -▇▇▇▇"
14. (1) #CC-1848-6000 CREDENZA 22" X 487' X 29"H LAMINATE "DOVE ▇▇▇▇" (FOR
MEDIUM CONE ROOM)
BREAK ROOM LUNCH ROOM
15. (48)#1200-2100 CHAIRS STACKING TR-93, KR-V TEAL GREEN
16. (5) #45XR-42-E4SO
HC-21, CV-28. TRE
17. (5) #45XC-3048-E4SO
HC-2 1, CV-28, TRE
18. NSX- I I CHAIR (REC AREA)
#N51HALYARD
19. NSX-10 CHAIR (MAIL ROOM)
#N51HALYARD
TOTAL
TAX
TOTAL SELL PRICE
CONFERENCE ROOM (FOR BOARD MEETING THEN MOVE TO BACK LIBRARY CONF. ROOM) BY B.C.
9. (1) #OV4896TGY, ▇▇- ▇ ▇▇" ▇▇▇▇
▇▇. (1) #OVBASEGY, BASE ▇▇▇▇ LAMINATE
11. (10) #A32 SLED BASE WITH ARMS
GRADE 4 FABRIC BY UNITED
#N51HALYARD
12. (12) #WS7230DGG PEOPLE FURNITURE
TABLES, GREY LAMINATE BY BPI
TOTAL
PHASE II
(15) PRIVATE OFFICES
8 - LEFT UNITS
7 - RIGHT UNITS
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - METAL #C 1000 SERIES
1. (8) #CMS1066L, DESKS WIPED AND CENTER
DRAWER
2. (7) #CMS1066R, DESKS WIPED AND CENTER
DRAWER
3. (15) #026100. BRIDGE 24- X 42"
4. (15) #CC 16624P, DESK CREDENZA
SHELL 24" X 66"
5. (15) #L230, LATERAL FILES
6. G 5) #NSX- 11, TASK CHAIRS W/ARMS
BY UNITED, GRADE 4 FABRIC
7. (30) #NS-31 SIDE CHAIR
BY UNITED, GRADE 4 FABRIC
8. (15) #1248 BOOKCASES
TOTAL