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EXHIBIT 10.1
Texas Association of Realtors(R)
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IMPROVED PROPERTY COMMERCIAL LEASE
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION
OF REALTORS(R) IS NOT AUTHORIZED
(C)TEXAS ASSOCIATION OF REALTORS(R), INC. 1998
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TABLE OF CONTENTS
NO. PARAGRAPH DESCRIPTION PG.
--- --------------------- ---
1 Parties 2
2 Leased Premises 2
3 Term 2
A Term
B Delay of Occupancy
4 Rent and Expenses 2
A Base Monthly Rent
B Prorated Rent
C Additional Rent
D Place of Payment
E Method of Payment
F Late Charges
G Returned Checks
5 Security Deposit 3
6 Taxes 3
7 Utilities 3
8 Tenant's Insurance 3
9 Use and Hours 4
A Tenant's Normal Business Hours
B Building Operating Hours
10 Legal Compliance 4
11 Signs 4
12 Access by Landlord 5
13 Move-In Condition 5
14 Move-Out Condition 5
15 Maintenance and Repairs 5
A Cleaning
B Repairs of Conditions Caused by a Party
C Repair and Maintenance Responsibility
D Repair Persons 6
E HVAC Service Contract
F Common Areas
G Notice of Repairs
H Failure to Repair
16 Alterations 7
17 Liens 7
18 Liability 7
19 Indemnity 7
20 Default 7
21 Abandonment, Interruption of Utilities, Lockout 8
NO. PARAGRAPH DESCRIPTION PG.
--- --------------------- ---
22 Holdover 8
23 Landlord's Lien 8
24 Assignment and Subletting 8
25 Relocation 8
26 Subordination 8
27 Estoppel Certificates 9
28 Casualty Loss 9
29 Condemnation 9
30 Attorney's Fees 9
31 Representations 9
32 Broker's Fees 10
33 Addenda 10
34 Agreement of Parties 10
35 Notices 10
36 Special provisions 11
ADDENDA & EXHIBITS
(CHECK ALL THAT APPLY)
[ ] Property Description Exhibit
[ ] Addendum for Broker's Fee
[ ] Expense Addendum for Single-Tenant Property
[ ] Net Addendum
[ ] Percentage Rent Addendum
[ ] Parking Addendum
[ ] Landlord's Rules and Regulations
[ ] Commercial Lease Guaranty
[ ] Optional Space Addendum
[ ] Leasehold Construction Addendum (Landlord to Complete Construction)
[ ] Leasehold Construction Addendum (Tenant to Complete Construction)
[ ] .
[ ] .
Initialed for Identification by Tenants: , , and Landlord:
Page 1 of 11
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Texas Association of Realtors(R)
-----------------------------
IMPROVED PROPERTY COMMERCIAL LEASE
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION
OF REALTORS(R) IS NOT AUTHORIZED
(C)TEXAS ASSOCIATION OF REALTORS(R), INC. 1998
--------------------------------------------------------------------------------
1. PARTIES: The parties to this lease are the owner of the Property Jersey
Investments, Inc. (Landlord) and the tenant Global Election Systems, Inc.
(Tenant).
2. LEASED PREMISES: Landlord leases to Tenant the following described real
property, known as the "leased premises," along with all its improvements:
Number 1611-B (suite or unit), containing approximately 13,050 square feet
of rentable area, located within the Expansion of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
(building or complex name) on the land known as ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ (address, city, state) which is legally described as ▇▇▇▇
Central Two, Block D, Lot 1E and [ ] or X as described on attached exhibit.
"Property" means the building or complex in which the leased premises are
located, inclusive of any common areas, drives, parking areas, and walks.
The parties agree that the rentable area of the leased premises may not
equal the actual or useable area within the leased premises and may include
an allocation of common areas in the Property.
3. TERM:
A. Term: The term of this lease is 60 months, commencing on May 1, 2000
(Commencement Date) and ending on April 30, 2005 (Expiration Date).
▇. ▇▇▇▇▇ of Occupancy: If Tenant is unable to occupy the leased premises
on the Commencement Date because of construction on the leased
premises to be completed by Landlord that is not substantially
complete or a prior tenant's holding over of the leased premises,
Landlord will not be liable to Tenant for such delay and this lease
will remain enforceable. In the event of such a delay, the
Commencement Date will automatically be extended to the date Tenant is
able to occupy the Property and the Expiration Date will also be
extended by a like number of days, so that the term of this lease
remains unchanged. If Tenant is unable to occupy the leased premises
after the 30th day after the Commencement Date because of construction
on the leased premises to be completed by Landlord that is not
substantially complete or a prior tenant's holding over of the leased
premises, Tenant may terminate this lease by giving written notice to
Landlord before the leased premises become available to be occupied by
Tenant and Landlord will refund to Tenant any amounts paid to Landlord
by Tenant. This Paragraph 3B does not apply to any delay in occupancy
caused by cleaning or repairs.
4. RENT AND EXPENSES:
A. Base Monthly Rent: On or before the first day of each month during
this lease, Tenant will pay Landlord base monthly rent in the amount
of $9,189.37. The first full base monthly rent is due on or before
May 1, 2000.
B. Prorated Rent: If the Commencement Date is on a day other than the
first day of a month, Tenant will pay Landlord as prorated rent, an
amount equal to the base monthly rent multiplied by the following
fraction: the number of days from the Commencement Date to the first
day of the following month divided by the number of days in a month in
which this lease commences. The prorated rent is due on or before the
Commencement Date.
C. Additional Rent: In addition to any base monthly rent or prorated
rent, Tenant will pay Landlord all other amounts as provided by the
attached:
[ ] (1) Net Addendum
[ ] (2) Percentage Rent Addendum
[ ] (3) Expense Reimbursement Addendum
[X] (4) Expense Addendum for Single-Tenant Property
[ ] (5) Parking Addendum
[ ] (6)
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Initialed for Identification by Tenants: , , and Landlord:
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Commercial Lease concerning: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. 1611-B
D. Place of Payment: Tenant will remit all amounts due Landlord under
this lease to ▇▇▇▇▇ ▇▇▇▇▇ at ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or to
such other person or at such other place as Landlord may designate in
writing.
E. Method of Payment: Tenant must pay all rent timely without demand,
deduction, or offset, except as permitted by law or this lease. Time
is of the essence for the payment of rent. If Tenant fails to timely
pay any amounts due under this lease or if any check of Tenant is
returned to Landlord by the institution on which it was drawn,
Landlord may require Tenant to pay, in addition to any other available
remedy, all amounts due under this lease by certified funds by
providing written notice to Tenant.
F. Late Charges: If Landlord does not actually receive a rent payment at
the designated place of payment within 10 days after the date the rent
is due, The mailbox is not the agent for receipt for Landlord. The
late charge is a cost associated with the collection of rent and
Landlord's acceptance of a late charge does not waive Landlord's
rights to exercise remedies under Paragraph 20. Late charge $30 a day.
G. Returned Checks: Tenant will pay $25.00 (not to exceed $25) for each
check Tenant tenders to Landlord which is returned by the institution
on which it is drawn for any reason, plus any late charges until
Landlord receives payment.
5. SECURITY DEPOSIT: Upon execution of this lease, Tenant will pay a security
deposit to Landlord in the amount of 9189.37 N/A . Landlord may apply the
security deposit to any amounts owed by Tenant under this lease. If
Landlord applies any part of the security deposit during any time this
lease is in effect to amounts owed by Tenant, Tenant must, within 10 days
after receipt of notice from Landlord, restore the security deposit to the
amount stated. Within a reasonable time after this lease ends, Landlord
will refund the security deposit to Tenant less any amounts applied toward
amounts owed by Tenant.
6. TAXES: Unless otherwise agreed by the parties, Tenant will pay all real
property ad valorem taxes assessed against the leased premises.
7. UTILITIES: Tenant will pay all charges for the use of all utility services
to the leased premises and any connection charges except the following
which will be paid by Landlord: N/A
N/A
NOTICE: Tenant should determine if any and all necessary utilities (e.g.,
water, gas, electricity, telephone, sewer, etc.) are available to the
leased premises, are adequate for Tenant's intended use, and the cost to
provide the necessary utilities.
8. TENANT'S INSURANCE:
A. During all times this lease is in effect, Tenant must maintain in full
force and effect:
(1) public liability insurance from an insurer acceptable to
Landlord in an amount not less than $1,000,000.00 on an
occurrence basis naming Landlord as an additional insured;
and
(2) personal property damage insurance for Tenant's business
operations on the leased premises from an insurer acceptable
to Landlord in an amount not less than $1,000,000.00 on an
occurrence basis.
B. Before the Commencement Date, Tenant must provide Landlord with a copy
of the insurance certificates evidencing the required coverage. If the
insurance coverage changes in any manner or degree at any time this
lease is in effect, Tenant must provide Landlord a copy of an
insurance certificate evidencing such change within 10 days of the
change.
C. If Tenant fails to maintain the required insurance in full force and
effect at all times this lease is in effect, Landlord may:
(1) purchase such insurance on behalf of Tenant and Tenant must
immediately reimburse Landlord for such expense; or
(2) exercise Landlord's remedies under Paragraph 20.
D. If there is an increase in Landlord's insurance premiums for the
leased premises or Property or its contents that is caused by Tenant,
Tenant's use of the leased premises, or any improvements made by or
for Tenant, Tenant will, for each year this lease is in effect, pay
Landlord the increase immediately after Landlord notifies Tenant of
the increase.
Initialed for Identification by Tenants: , , and Landlord:
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Commercial Lease concerning: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. 1611-B
9. USE AND HOURS: Tenant may use the leased premises for the following
purpose and no other: General Office, Warehouse, and Assembly Work
[ ] A. N/A
N/A
[ ] B. N/A
N/A
10. LEGAL COMPLIANCE:
A. Tenant may not use or permit any part of the leased premises to be
used for:
(1) any activity which is a nuisance or is offensive, noisy, or
dangerous;
(3) any activity that violates any applicable law, regulation,
zoning ordinance, restrictive covenant, governmental order,
owners' association rules, tenants' association rules,
Landlord's rules or regulations, or this lease;
(4) any hazardous activity that would require any insurance
premium on the Property or leased premises to increase or that
would void any such insurance;
(5) any activity that violates any applicable federal, state, or
local law, including but not limited to those laws related to
air quality, water quality, hazardous materials, wastewater,
waste disposal, air emissions, or other environmental matters;
(6) the permanent or temporary storage of any hazardous material;
or
(7) N/A
B. "Hazardous material" means any pollutant, toxic substance, hazardous
waste, hazardous material, hazardous substance, solvent, or oil as
defined by any federal, state, or local environmental law,
regulation, ordinance, or rule existing as of the date of this lease
or later enacted.
C.
11. SIGNS:
A.
B. By providing written notice to Tenant before this lease ends,
Landlord may require Tenant, upon move-out and at Tenant's expense,
to remove, without damage to the Property or leased premises, any or
all signs that were placed on the Property or leased premises by or
at the request of Tenant. Any signs that Landlord does not require
Tenant to remove and that are fixtures become the property of the
Landlord and must be surrendered to Landlord at the time this lease
ends.
Initialed for Identification by Tenants: , , and Landlord:
Page 4 of 11
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Commercial Lease concerning: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇-▇
12. ACCESS BY LANDLORD:
A. During Tenant's normal business hours Landlord may enter the leased
premises for any reasonable purpose, including but not limited to
purposes for repairs, maintenance, alterations, and showing the
leased premises to prospective tenants or purchasers. Landlord may
access the leased premises after Tenant's normal business hours with
Tenant's permission or to complete emergency repairs. Landlord will
not unreasonably interfere with Tenant's business operations when
accessing the leased premises.
B. During the last 60 days of this lease, Landlord may place a "For
Lease" or similarly worded sign in the leased premises.
13.
14. MOVE-OUT CONDITION AND FORFEITURE OF TENANT'S PERSONAL PROPERTY:
A. At the time this lease ends, Tenant will surrender the leased
premises in the same condition as when received, normal wear and
tear excepted. Tenant will leave the leased premises in a clean
condition free of all trash, debris, personal property, hazardous
materials, and environmental contaminants. Before this lease ends,
Tenant [ ] will [X] will not provide Landlord with a report, by an
environmental engineer or assessor acceptable to Landlord, dated not
earlier than 20 days before the date this lease ends that indicates
that no hazardous material or other environmental hazard is on or
affects the leased premises.
B. If Tenant leaves any personal property in the leased premises after
Tenant surrenders possession of the leased premises, Landlord may:
(1) require Tenant, at Tenant's expense, to remove the personal
property by providing written notice to Tenant; or (2) retain such
personal property as forfeited property to Landlord.
C. "Surrender" means vacating the leased premises and returning all
keys and access devices to Landlord. "Normal wear and tear" means
deterioration that occurs without negligence, carelessness,
accident, or abuse.
D. By providing written notice to Tenant before this lease ends,
Landlord may require Tenant, upon move-out and at Tenant's expense,
to remove, without damage to the Property or leased premises, any or
all fixtures that were placed on the Property or leased premises by
or at the request of Tenant. Any fixtures that Landlord does not
require Tenant to remove become the property of the Landlord and
must be surrendered to Landlord at the time this lease ends.
15. MAINTENANCE AND REPAIRS:
A. Cleaning: Tenant must keep the leased premises clean and sanitary
and promptly dispose of all garbage in appropriate receptacles.
[ ] Landlord [X] Tenant will provide, at its expense, reasonable
janitorial services to the leased premises.
B. Repairs of Conditions Caused by a Party: Each party must promptly
repair a condition caused, either intentionally or negligently, by
that party or that party's guests, patrons, invitees, contractors or
permitted subtenants.
C. Repair and Maintenance Responsibility: Except as provided by
▇▇▇▇▇▇▇▇▇ ▇▇▇, the party designated below, at its expense, is
responsible to maintain and repair the following specified items in
the leased premises. The specified items must be maintained in: (i)
clean condition; (ii) good repair; and (iii) operable condition. If
a modification to any of the specified items is required by law or
governmental regulation or order, the party designated to maintain
the item must complete and pay the expense of the modification. The
specified items include and relate only to real property in the
leased premises. Tenant is responsible for the repair and
maintenance of its personal property.
Initialed for Identification by Tenants: , , and Landlord:
Page 5 of 11
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Commercial Lease concerning: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇-▇
▇/▇ ▇▇▇▇▇▇▇▇ Tenant
--- -------- ------
(1) Foundation, exterior walls, roof, and other structural components [ ] [ ] [X]
(2) Glass and windows [ ] [ ] [X]
(3) Fire protection equipment and fire sprinkler systems [ ] [ ] [X]
(4) Exterior & overhead doors, including closure devices, molding, locks, and hardware [ ] [ ] [X]
(5) Grounds maintenance, including landscaping and ground sprinklers [ ] [X] [ ]
(6) Interior doors, including closure devices, frames, molding, locks, and hardware [ ] [ ] [X]
(7) Parking areas and walks [ ] [ ] [X]
(8) Plumbing systems, drainage systems, electrical systems [ ] [ ] [X]
(including ballast and lamp replacement) & mechanical systems,
except those specifically designated otherwise
(9) Heating Ventilation and Air Conditioning (HVAC) systems [ ] [X] [ ]
(10) Signs [ ] [ ] [X]
(11) Extermination and pest control, excluding wood-destroying insects [ ] [ ] [X]
(12) Storage yards and storage buildings [ ] [ ] [X]
(13) Wood-destroying insect treatment and repairs [ ] [ ] [X]
(14) Cranes and related systems [ ] [ ] [X]
(15) [ ] [ ] [ ]
(16) [ ] [ ] [ ]
(17) All other items and systems [ ] [ ] [ ]
D. Repair Persons: Repairs must be completed by trained, qualified, and
insured repair persons.
E. HVAC Service Contract: If Tenant is responsible to maintain the HVAC
system, Tenant [ ] is [X] is not required to maintain, at its
expense, a regularly scheduled maintenance and service contract for
the HVAC system. The maintenance and service contract must be
purchased from a HVAC maintenance company that regularly provides
such contracts to similar properties. If Tenant fails to maintain a
required HVAC maintenance and service contract in effect at all
times during this lease, Landlord may do so and charge Tenant the
expense of such a maintenance and service contract or exercise
Landlord's remedies under Paragraph 20.
F.
Initialed for Identification by Tenants: , , and Landlord:
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Commercial Lease concerning: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. 1611-B
G. Notice of Repairs: Tenant must promptly notify Landlord of any item
that is in need of repair and that is Landlord's responsibility to
repair. All requests for repairs to Landlord must be in writing.
H. Failure to Repair: Landlord must make a repair for which Landlord is
responsible within a reasonable period of time after Tenant provides
Landlord written notice of the needed repair. If Tenant fails to
repair or maintain an item for which Tenant is responsible within 10
days after Landlord provides Tenant written notice of the needed
repair or maintenance, Landlord may: (1) repair or maintain the
item, without liability for any damage or loss to Tenant, and tenant
must immediately reimburse Landlord for the cost to repair or
maintain; or (2) exercise Landlord's remedies under Paragraph 20.
16. ALTERATIONS:
A. Tenant may not alter, improve, or add to the Property or the leased
premises without Landlord's written consent. Landlord will not
unreasonably withhold consent for the Tenant to make reasonable
alterations, modifications, or improvements to the leased premises.
B. Tenant may not alter any locks or any security devices on the
Property or the leased premises without Landlord's consent. If
Landlord authorizes the changing, addition, or rekeying of any locks
or other security devices, Tenant must immediately deliver the new
keys and access devices to Landlord.
C. If a governmental order requires alteration or modification to the
leased premises, the party obligated to maintain and repair the
item to be modified or altered as designated in Paragraph 15 will,
at its expense, modify or alter the item in compliance with the
order.
D. Any alterations, improvements, fixtures or additions to the Property
or leased premises installed by either party during the term of this
lease will become Landlord's property and must be surrendered to
Landlord at the time this lease ends, except for those fixtures
Landlord requires Tenant to remove under Paragraph 14 or if the
parties agree otherwise in writing.
17. LIENS: Tenant may not do anything that will cause the title of the
Property or leased premises to be encumbered in any way. If Tenant causes
a lien to be filed against the Property or leased premises, Tenant will
within 20 days after Landlord demands Tenant to take action to remove the
lien, pay the lien or take whatever action is necessary to cause the lien
to be released of record. Tenant will provide a copy of any release Tenant
obtains pursuant to this paragraph.
18. LIABILITY: To the extent permitted by law, Landlord is not responsible to
Tenant or Tenant's employees, patrons, guests, or invitees for any
damages, injuries or losses to person or property caused by:
A. an act, omission, or neglect of: Tenant; Tenant's agent; Tenant's
guest; Tenant's employees; Tenant's patrons; Tenant's invitees; or
any other tenant on the Property;
B. fire, flood, water leaks, ice, snow, hail, winds, explosion, smoke,
riot, strike, interruption of utilities, theft, burglary, robbery,
assault, vandalism, other persons, environmental contaminants, or
other occurrences or casualty losses.
19. INDEMNITY: Tenant will indemnify and hold Landlord harmless from any
property damage, personal injury, suits, actions, liabilities, damages,
cost of repairs or service to the leased premises or Property, or any
other loss caused, negligently or otherwise, by Tenant or Tenant's
employees, patrons, guests, or invitees.
20. DEFAULT:
A. If Landlord fails to comply with this lease within 30 days after
Tenant notifies Landlord of Landlord's failure to comply, Landlord
will be in default and Tenant may seek any remedy provided by law.
If, however, Landlord's non-compliance reasonably requires more than
30 days to cure, Landlord will not be in default if the cure is
commenced within the 30 day period and is diligently pursued.
B. If Landlord does not actually receive at the place designated for
payment any rent due under this lease within 5 days after it is due,
Tenant will be in default. If Tenant fails to comply with this lease
for any other reason within 10 days after Landlord notifies Tenant
of its failure to comply, Tenant will be in default.
Initialed for Identification by Tenants: , , and Landlord:
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Commercial Lease concerning: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. 1611-B
C. If Tenant is in default, Landlord may: (i) terminate Tenant's right
to occupy the leased premises by providing Tenant with at least 3
days written notice; and (ii) accelerate all rents which are payable
during the remainder of this lease or any renewal period without
notice or demand. Landlord will attempt to mitigate any damage or
loss caused by Tenant's breach. If Tenant is in default, Tenant will
be liable for:
(1) any lost rent;
(2) Landlord's cost of reletting the leased premises, including
brokerage fees, advertising fees, and other fees necessary to
relet the leased premises;
(3) repairs to the leased premises for use beyond normal wear and
tear;
(4) all Landlord's costs associated with eviction of Tenant, such
as attorney's fees, court costs, and prejudgment interest;
(5) all Landlord's costs associated with collection of rent such
as collection fees, late charges, and returned check charges;
(6) cost of removing any equipment and trade-fixtures left on the
leased premises by Tenant;
(7) cost to remove any trash, debris, personal property, hazardous
materials, or environmental contaminants left by Tenant or
Tenant's employees, patrons, guests, or invitees in the leased
premises or Property; and
(8) any other recovery to which Landlord may be entitled by law.
21. ABANDONMENT, INTERRUPTION OF UTILITIES, REMOVAL OF TENANT'S PROPERTY, AND
LOCKOUT: Chapter 93 of the Texas Property Code governs the rights and
obligations of the parties with regard to: (a) abandonment of the leased
premises; (b) interruption of utilities; (c) removal of Tenant's personal
property; and (d) "lock-out" of Tenant.
22. HOLDOVER: If Tenant fails to vacate the leased premises at the time this
lease ends, Tenant will become a tenant-at-will and must vacate the leased
premises immediately upon receipt of demand from Landlord. No holding over
by Tenant, with or without the consent of Landlord, will extend this
lease. Tenant will indemnify Landlord and any prospective Tenants for any
and all damages caused by the holdover. Rent for any holdover period will
be the base monthly rent.
23. LANDLORD'S LIEN AND SECURITY INTEREST: To secure Tenant's performance
under this lease, Tenant grants to Landlord a lien and security interest
against all of Tenant's nonexempt personal property that is in the leased
premises or Property. This lease is a security agreement for the purposes
of the Uniform Commercial Code. Landlord may file a copy of this lease as
a financing statement.
24. ASSIGNMENT AND SUBLETTING: Tenant may not assign this lease or sublet any
part of the leased premises without Landlord's written consent. An
assignment of this lease or subletting of the leased premises without
Landlord's written consent is voidable by Landlord. If Tenant assigns this
lease or sublets any part of the leased premises, Tenant will remain
liable for all of Tenant's obligations under this lease regardless if the
assignment or sublease is made with or without the consent of Landlord.
25.
26. SUBORDINATION:
A. This lease and Tenant's leasehold interest are and will be subject,
subordinate, and inferior to:
(1) any lien, encumbrance, or ground lease now or hereafter placed
on the leased premises or the Property by Landlord;
(2) all advances made under any such lien, encumbrance, or ground
lease;
(3) the interest payable on any such lien or encumbrance;
(4) any and all renewals and extensions of any such lien,
encumbrance, or ground lease;
(5) any restrictive covenant affecting the leased premises or the
Property; and
(6) the rights of any owners' association affecting the leased
premises or Property.
Initialed for Identification by Tenants: , , and Landlord:
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Commercial Lease concerning: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. 1611-B
B. Tenant must, on demand, execute any instrument subordinating this
lease as Landlord may request, provided that such subordination is
made on the condition that this lease and Tenant's rights under this
lease are recognized by the lien-holder.
27. ESTOPPEL CERTIFICATES: Within 10 days after receipt of a written request
from Landlord, Tenant will execute and deliver to Landlord an estoppel
certificate that identifies: (a) when this lease commences and ends; (b)
any amendments to this lease; (c) any rights that Tenant may have to
extend this lease or purchase the Property or leased premises; (d) any
default by Landlord; and (e) any other information reasonably requested in
the certificate.
28. CASUALTY LOSS:
A. Tenant must immediately notify Landlord of any casualty loss in the
leased premises. Within 20 days after receipt of Tenant's notice of
a casualty loss, Landlord will notify Tenant if the leased premises
are less than or more than 50% unusable, on a per square foot basis,
and if Landlord can substantially restore the leased premises within
120 days after Tenant notifies Landlord of the casualty loss.
B. If the leased premises are less than 50% unusable and Landlord can
substantially restore the leased premises within 120 days after
Tenant notifies Landlord of the casualty, Landlord will restore the
leased premises to substantially the same condition as before the
casualty. If Landlord fails to substantially restore within the time
required, Tenant may terminate this lease.
C. If the leased premises are more than 50% unusable and Landlord can
substantially restore the leased premises within 120 days after
Tenant notifies Landlord of the casualty, Landlord may: (1)
terminate the lease; or (2) restore the leased premises to
substantially the same condition as before the casualty. If Landlord
chooses to restore and does not substantially restore the leased
premises within the time required, Tenant may terminate this lease.
D. If Landlord notifies Tenant that Landlord cannot substantially
restore the leased premises within 120 days after Tenant notifies
Landlord of the casualty loss, Landlord may: (1) choose not to
restore and terminate this lease; or (2) choose to restore, notify
Tenant of the estimated time to restore, and give Tenant the option
to terminate this lease by notifying Landlord within 10 days.
E. If this lease does not terminate because of a casualty loss, rent
will be reduced from the date Tenant notifies Landlord of the
casualty loss to the date the leased premises are substantially
restored by an amount proportionate to the extent the leased
premises are unusable.
29. CONDEMNATION: If after a condemnation or purchase in lieu of condemnation
the leased premises are totally unusable for the purposes stated in this
lease, this lease will terminate. If after a condemnation or purchase in
lieu of condemnation the leased premises are partially unusable for the
purposes stated in this lease, this lease will continue and rent will be
reduced in an amount proportionate to the extent the leased premises are
unusable. Any condemnation award or proceeds in lieu of condemnation are
the property of Landlord and Tenant has no claim to such proceeds or
award. Tenant may seek compensation from the condemning authority for its
moving expenses and damages to Tenant's personal property.
30. ATTORNEY'S FEES: Any person who is a prevailing party in any legal
proceeding brought under or related to the transaction described in this
lease is entitled to recover prejudgment interest, reasonable attorney's
fees, and all other costs of litigation from the non-prevailing party.
31. REPRESENTATIONS: Tenant's statements in this lease and any application for
rental are material representations relied upon by Landlord. Each party
signing this lease represents that he or she is of legal age to enter into
a binding contract and is authorized to sign the lease. If Tenant makes
any misrepresentation in this lease or in any application for rental,
Tenant is in default. Landlord is not aware of any material defect on the
Property that would affect the health and safety of an ordinary person or
any environmental hazard on or affecting the Property that would affect
that health or safety of an ordinary person, except: N/A
N/A
Initialed for Identification by Tenants: , , and Landlord:
Page 9 of 11
10
Commercial Lease concerning: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇-▇
32. BROKERS' FEES:
A. RE/MAX North Central (Broker A) represents
[ ] [X] Landlord [ ] Tenant Broker A's fees will be paid pursuant to
(choose 1 or 2):
[ ] (1) a separate written agreement between Broker
[X] A and Landlord [ ] Tenant [ ] Broker N/A.
[ ] (2) the attached Addendum for Broker's Fee.
B. N/A (Broker B) represents
[ ] [ ] Landlord [ ] Tenant Broker B's fees will be paid pursuant to
(choose 1 or 2):
[ ] (1) a separate written agreement between Broker B and
[ ] [ ] Landlord [ ] Tenant [ ] Broker N/A.
[ ] (2) the attached Addendum for Broker's Fee.
C. N/A (Broker C) represents
[ ] [ ] Landlord [ ] Tenant Broker C's fees will be paid pursuant to
(choose 1 or 2):
[ ] (1) a separate written agreement between Broker C and
[ ] Landlord [ ] Tenant [ ] Broker N/A.
[ ] (2) the attached Addendum for Broker's Fee.
33. ADDENDA: Incorporated into this lease are the addenda, exhibits and other
information marked in the Addenda and Exhibit section of the Table of
Contents. If Landlord's Rules and Regulations are made part of this lease,
Tenant agrees to comply with the Rules and Regulations as Landlord may, at
its discretion, amend from time to time.
34. AGREEMENT OF PARTIES:
A. Entire Agreement: This lease contains the entire agreement between
Landlord and Tenant and may not be changed except by written
agreement.
B. Binding Effect: This lease is binding upon and inures to the benefit
of the parties and their respective heirs, executors,
administrators, successors, and permitted assigns.
C. Joint and Several: All Tenants are jointly and severally liable for
all provisions of this lease. Any act or notice to, or refund to, or
signature of, any one or more of the Tenants regarding any term of
this lease, its renewal, or its termination is binding on all
Tenants.
D. Controlling Law: The laws of the State of Texas govern the
interpretation, performance, and enforcement of this lease.
E. Severable Clauses: If any clause in this lease is found invalid or
unenforceable by a court of law, the remainder of this lease will
not be affected and all other provisions of this lease will remain
valid and enforceable.
F. Waiver: Landlord's delay, waiver, or non-enforcement of
acceleration, contractual or statutory lien, rental due date, or any
other right will not be deemed a waiver of any other or subsequent
breach by Tenant or any other term in this lease.
G. Quiet Enjoyment: Provided that Tenant is not in default of this
lease, Landlord covenants that Tenant will enjoy possession and use
of the leased premises free from serious interference.
H. Force Majeure: If Landlord's performance of a term in this lease is
delayed by strike, lock-out, shortage of material, governmental
restriction, riot, flood, or any cause outside Landlord's control,
the time for Landlord's performance will be abated until after the
delay.
35. NOTICES: All notices under this lease must be in writing and are effective
when hand-delivered, sent by mail, or sent by facsimile transmission to:
Tenant Landlord
at the address of the leased premises. at
------------------------------
------------------------------
Fax:
----------------------------
with a copy to: with a copy to:
------------------------ -----------------
at at
------------------------------------ -----------------------------
------------------------------------ -----------------------------
Fax: Fax:
----------------------------------- ----------------------------
Initialed for Identification by Tenants: , , and Landlord:
Page 10 of 11
11
Commercial Lease concerning: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇-▇
36. SPECIAL PROVISIONS:
REAL ESTATE BROKERS ARE NOT QUALIFIED TO RENDER LEGAL ADVICE, PROPERTY
INSPECTIONS, SURVEYS, ENGINEERING STUDIES (E.G. STUDIES OF THE STRUCTURES,
DRAINAGE, AND SOIL CONDITIONS), ENVIRONMENTAL ASSESSMENTS, TAX ADVICE, FINANCIAL
ADVICE, OR INSPECTIONS TO DETERMINE COMPLIANCE WITH ZONING, GOVERNMENTAL
REGULATIONS, OR ANY LAW (E.G., ADA, TEXAS ARCHITECTURAL BARRIERS STATUTE, ETC.).
THE PARTIES SHOULD SEEK EXPERTS TO RENDER SUCH SERVICES. SELECTION OF SUCH
EXPERTS IS THE RESPONSIBILITY OF THE PARTIES AND NOT THE REAL ESTATE BROKER. THE
TERMS OF THIS LEASE ARE NEGOTIABLE AMONG THE PARTIES. THIS IS INTENDED TO BE A
LEGAL AGREEMENT BINDING UPON FINAL ACCEPTANCE. READ IT CAREFULLY. IF YOU DO NOT
UNDERSTAND THE EFFECT OF THIS LEASE, CONSULT YOUR ATTORNEY BEFORE SIGNING.
SIGNED: "▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇" 12/8/99
-------------------------------------------- -----------------------------------------------
Landlord Jersey Investments, Inc. Date Tenant Global Election Systems, Inc. Date
By
----------------------------------------- -----------------------------------------------
Royce or ▇▇▇▇ ▇▇▇▇▇ Tenant By: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Date
as for Landlord
-----------------------------
Initialed for Identification by Tenants: , , and Landlord:
Page 11 of 11
12
Texas Association of Realtors(R)
-----------------------------
LEASEHOLD CONSTRUCTION ADDENDUM
LANDLORD TO COMPLETE CONSTRUCTION
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION
OF REALTORS(R) IS NOT AUTHORIZED
(C)TEXAS ASSOCIATION OF REALTORS(R), INC. 1998
--------------------------------------------------------------------------------
ADDENDUM TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE
LEASED PREMISES AT ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
A. On or before May 1, 2000, Landlord will substantially complete the
improvements to the leased premises as described below.
[X] (1) Landlord will complete the following improvements:
Per interior plans to be delivered to Landlord within sixty
(60) days after the executed date of this lease agreement.
[X] (2) On or before January 1, 2000, Tenant will specify in a
separate written notice to Landlord the improvements that
Tenant desires Landlord to complete. If Landlord objects to
any desired improvement, Tenant will promptly amend Tenant's
notice to comply with Landlord's objections. Landlord will not
unreasonably object to Tenant's desired improvements.
B. On or before January 15, 2000, Landlord will notify Tenant of the total
cost to complete the improvements described in Paragraph A, including but
not limited to costs of construction, permits, and plans. The total cost
to complete the improvements may not exceed $189,709.00 (maximum cost).
Landlord will pay $189,709.00 of the cost to complete the improvements and
Tenant will pay the remainder. If the total cost to complete the
improvements exceeds the maximum cost, the lease will terminate and have
no further effect unless a party notifies the other party within 10 days
after Landlord notifies Tenant of the cost to complete the improvements
that it will pay the excess.
C. Unless otherwise agreed by the parties in writing, any amount required to
be paid by Tenant under this addendum must be paid by Tenant to Landlord
before construction of the improvements commences.
D. All construction required by this addendum will be performed by trained
and qualified persons in a ▇▇▇▇▇▇▇-like manner and will comply with
applicable building codes, local ordinances governmental regulations, and
statutes (e.g. ADA).
[X] Landlord Tenant will, at its expense, obtain any required
certificate of occupancy.
E. Tenant may, at reasonable times during construction, inspect the
construction of the improvements. Tenant may object to any deficiencies in
the completion of the improvements by providing specific written notice to
Landlord and Landlord will promptly cure the deficiencies. Upon completion
of the improvements, Tenant will acknowledge in writing (e.g., TAR No.
2113) that the improvements have been completed and that Tenant accepts
the leased premises for the purpose of the lease.
F. Paragraph 3B of the lease governs any delay in the commencement of the
lease or occupancy by Tenant caused by the construction of the
improvements.
G. Special Provisions:
SIGNED: "▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇"
-------------------------------------------- -----------------------------------------------
Landlord Jersey Investments, Inc. Date Tenant Global Election Systems, Inc. Date
By
----------------------------------------- -----------------------------------------------
Royce or ▇▇▇▇ ▇▇▇▇▇ Tenant By: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Date
as for Landlord
------------------------------
13
Page 1 of 1
Texas Association of Realtors(R)
-----------------------------
EXPENSE ADDENDUM FOR SINGLE-TENANT PROPERTY
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION
OF REALTORS(R) IS NOT AUTHORIZED
(C)TEXAS ASSOCIATION OF REALTORS(R), INC. 1998
--------------------------------------------------------------------------------
ADDENDUM TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE
LEASED PREMISES AT ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
A. Taxes: "Taxes means all the real property ad valorem taxes assessed
against the leased premises and Property (choose 1 or 2).
[X] (1) Tenant Reimburses Landlord: Each year during the term of the
above-referenced lease Tenant will reimburse Landlord for all taxes
assessed against the leased premises and Property for that year.
Taxes will be prorated to the Commencement Date of the lease for the
first year of the lease and through the Expiration Date for the last
year. The reimbursements are due immediately upon Tenant's receipt
of Landlord's notice accompanied by a copy of the tax statement for
that year. If tax statements for the last year of the lease are not
available at the time the lease terminates, Tenant will, before
Tenant vacates the leased premises, pay Landlord an amount for the
prorated taxes for the last year based on the prior year's tax
statements, and no subsequent adjustment will be made.
[X] (2) Tenant Pays Direct: During all times the above-referenced lease is
in effect, Tenant must maintain, at Tenant's expense, property
insurance in full force and effect naming Landlord as a named
insured from an insurance company acceptable to Landlord. On or
before the Commencement Date of the above-referenced lease and on or
before each anniversary of the Commencement Date, Tenant must
provide Landlord with a copy of the insurance certificate(s)
evidencing the required coverage.
C. Special Provisions:
SIGNED: "▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇"
-------------------------------------------- -----------------------------------------------
Landlord Jersey Investments, Inc. Date Tenant Global Election Systems, Inc. Date
By
----------------------------------------- -----------------------------------------------
Royce or ▇▇▇▇ ▇▇▇▇▇ Tenant By: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Date
as for Landlord
------------------------------
14
Page 1 of 1
RE/MAX NORTH CENTRAL
EXHIBIT C
RENEWAL OPTIONS
PROPERTY ADDRESS OR DESCRIPTION: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
DATE OF LEASE: MARCH 4, 1997
1. OPTION(S) TO EXTEND TERM
Landlord hereby grants to Tenant TWO option(s) [the "Option(s)"] to extend
the Lease Term for additional term(s) of 5 years each [the
"Extension(s)"], on the same terms, conditions and covenants set forth in
the Lease Agreement, except as provided below. Each Option shall be
exercised only by written notice delivered to the Landlord at least NINETY
(90) days before the expiration of the Lease Term or the preceding
Extension of the Lease Term. If Tenant fails to deliver Landlord written
notice of the exercise of an Option within the prescribed time period,
such Option and any succeeding Options shall lapse, and there shall be no
further right to extend the Lease Term. Each Option shall be exercisable
by Tenant on the express condition that at the time of the exercise, and
at all times prior to the commencement of such Extension(s), Tenant shall
not be in default under any of the provisions of this Lease. The foregoing
Option(s) are personal to Tenant and may not be exercised by an assignee
or subtenant.
2. CALCULATION OF RENT
The Base Rent during the Extension(s) shall be determined by one of the
following methods: whichever is lower [INDICATED BY CHECKING THE
APPROPRIATE BOX UPON THE EXECUTION OF THE LEASE AGREEMENT]
[X] (a) Consumer Price Index Adjustment
[X] (b) Fair Rental Value Adjustment
[ ] (c) Fixed Rental Adjustment
A. CONSUMER PRICE INDEX ADJUSTMENT
The monthly rent during the particular Extension shall be determined
by multiplying the monthly installment of Base Rent during the Lease
Term by a fraction determined as follows:
(1) The numerator shall be the latest Index.
(2) The denominator shall be the initial Index.
If such computation would reduce the rent for the particular
Extension, it shall be disregarded, and the rent during the
immediately preceding period shall apply instead.
The Index, as defined herein, shall mean the Consumer Price Index
for Urban Consumers (all items), Dallas/Fort Worth, Texas, area
(1984 = 100) published by the United States Department of Labor,
Bureau of Labor Statistics.
The initial Index shall mean the Index published for the nearest
calendar month preceding the commencement date of the Lease Term.
The latest Index shall mean the Index published for the nearest
calendar month preceding the first day of the Extension.
If a base year other than 1984 is adopted, the Index shall be
converted in accordance with the appropriate conversion factor. If
the Index is discontinued or revised, such other Index or
computation with which it is replaced shall be used in order to
obtain substantially the same results as would have been obtained if
it had not been discontinued or revised.
B. FAIR RENTAL VALUE ADJUSTMENT
The Base Rent shall be increased on the first day of the particular
Extension to the "Fair Rental Value" of the Demised Premises,
determined in the following manner:
(1) If the Landlord and Tenant have not been able to agree on the
Fair Rental Value Adjustment prior to the date the option is
required to be exercised, the rent for the Extension shall be
determined as follows: Within fifteen (15) days following the
exercise of the option, Landlord and Tenant shall endeavor in
god faith to agree upon a single appraiser. If
15
Landlord and Tenant are unable to agree upon a single
appraiser within said fifteen (15) day period, each shall
then, by written notice to the other, given within ten (10)
days after said fifteen (15) day period, appoint one
appraiser. Within ten (10) days after the two appraisers are
appointed, they shall appoint a third appraiser. If either
Landlord or Tenant fails to appoint its appraiser within the
prescribed time period the single appraiser appointed shall
determine the Fair Rental Value of the Demised Premises. Each
party shall hear the cost of the appraiser appointed by it and
the parties shall share equally the cost of the third
appraiser.
(2) The "Fair Rental Value" of the Demised Premises shall mean the
price that a ready and willing tenant would pay as of the
commencement of the Extension as monthly rent to a ready and
willing landlord of demised premises comparable to the Demised
Premises if such property were exposed for lease on the open
market for a reasonable period of time and taking into account
all of the purposes for which such property may be used and
not just the use proposed to be made of the Demised Premises
by the Tenant. The Fair Rental Value of the Demised Premises
shall be the average of the two of the three appraisals which
are the closest in amount, and the third appraisal shall be
disregarded. In no event shall the rent be reduced by reason
of such computation. If the Fair Rental Value is not
determined prior to the commencement of the Extension, then
Tenant shall continue to pay to Landlord the rent applicable
to the Demised Premises immediately prior to such Extension
until the Fair Rental Value is determined, and when it is
determined, Tenant shall pay to Landlord within ten (10) days
after receipt of such notice the difference between the rent
actually paid by Tenant to Landlord and the new rent
determined hereunder.
C. FIXED ADJUSTMENTS
The Base Rent shall be increased to the following amounts on the
following dates:
Date Amount
---- ------
N/A N/A
---------------------------------- ---------------------------------------
N/A N/A
---------------------------------- ---------------------------------------
N/A N/A
---------------------------------- ---------------------------------------
N/A N/A
---------------------------------- ---------------------------------------
N/A N/A
---------------------------------- ---------------------------------------
INITIALS: LANDLORD: RDS INITIALS: TENANT: HVP
------------ -------------
MS MES
------------ -------------
