EXHBIT 10.9 LEASE AGREEMENT WITH FM358 LTD FOR OFFICE SPACE IN BROOKSHIRE, TEXAS
EXHBIT
10.9
LEASE
AGREEMENT WITH FM358 LTD FOR OFFICE SPACE IN BROOKSHIRE,
TEXAS
TEXAS ASSOCIATION OF REALTORS
COMMERCIAL
LEASE
1. PARTIES: The parties to this
lease are:
Tenant: Labwire, Inc ;and
Landlord: 359 LTD.
and
2. LEASED
PREMISES:
A. Landlord leases to Tenant the
following described real property, known as the “leased premises,” along with
all its improvements (Check
only one box):
¨ (1)
Multiple-Tenant
Property: Suite or Unit Number one containing approximately
2,728 square
feet of rentable area in the 359 Ltd. Office
Building (building name) at ▇▇▇▇ ▇▇
▇▇▇ (▇▇▇▇▇▇▇) in Brookshire, Texas
(city),▇▇▇▇▇▇ (county), Texas, which is
legally described on attached Exhibit
or as follows:
¨ (2) Single-Tenant
Property: The real property at: (address), in .(city), (county), Texas, which is
legally described on attached Exhibit
or as follows:
B. If Paragraph 2A(1)
applies:
(1)“Property” means the building or
complex in which the leased premises are located, inclusive of any common areas,
drives, parking areas, and walks; and
(2) 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 120
months and 0 days
effective July 23, 2008 and, commencing on:
November 1, 2008
(Commencement Date) and ending on
October 31, 2018
(Expiration Date).
Initialed
for Identification by Tenants:
,
, and Landlord:
,
▇. ▇▇▇▇▇ 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 length of this lease remains unchanged. If Tenant is unable to
occupy the leased premises after the 90th 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.
C. Unless the parties agree
otherwise, Tenant is responsible for obtaining a certificate of occupancy for
the leased premises if required by a governmental body.
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 as described on attached Exhibit
or as follows:
from Nov.
01,2008 @ 1.60 per sq ft to Oct. 31,
2011 $ 4364.00;
from Nov.
01, 2011 @ 1.76 per sq ft to Oct.31
2014 $ 4801.00;
from Nov.
01, 2014 @ 1.92 per sq ft to Oct.31
2018 $ 5237.00;
B. First Full Month's Rent:
The first full base monthly rent is due on or before November 1,
2008
C. 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
the month in which this lease commences. The prorated rent is due on or before
the Commencement Date.
D. Additional Rent: In addition to
the base monthly rent and prorated rent, Tenant will pay Landlord all other
amounts, as provided by the attached (Check all that apply.):
(1) Commercial Expense Reimbursement
Addendum
(2) Commercial Percentage Rent
Addendum
(3) Commercial Parking
Addendum
All
amounts payable under the applicable addenda are deemed to be “rent” for the
purposes of this lease.
E. Place of Payment: Tenant will
remit all amounts due Landlord under this lease to the following person at the
place stated or to such other person or place as Landlord may later designate in
writing:
Name: 359
LTD.
Address: ▇▇▇▇ ▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇
Initialed
for Identification by Tenants:
,
, and Landlord:
,
F. Method of
Payment: Tenant must pay all rent timely without demand, deduction, or offset,
except as permitted by law or this lease. 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 after providing written
notice to Tenant may require Tenant to pay subsequent amounts that become due
under this lease in certified funds. This paragraph does not limit Landlord from
seeking other remedies under this Lease for Tenant's failure to make timely
payments with good funds.
G. Late Charges: If Landlord
does not actually receive a rent payment at the designated place of payment
within 5 days after the date it is due, Tenant will pay Landlord a late charge
equal to 5% of the amount due. In this paragraph, 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 right to exercise remedies under Paragraph 20.
H. 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:
A. Upon execution of this
lease, Tenant will pay $4,364.40 to Landlord
as a security deposit.
B. 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.
C. After Tenant surrenders
the leased premises to Landlord and provides Landlord written notice of Tenant's
forwarding address, Landlord will, not later than the time required by §93.005,
Texas Property Code, refund the security deposit less any amounts applied toward
amounts owed by Tenant or other charges authorized by this
lease. The parties agree that Landlord acts in good faith if
Landlord accounts for the security deposit within the time
stated.
6. TAXES: Unless
otherwise agreed by the parties, Landlord will pay all real property ad valorem
taxes assessed against the leased premises.
7. UTILITIES:
A. The party designated
below will pay for the following utility charges to the leased premises and any
connection charges for the utilities. (Check all that apply.)
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Landlord
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Tenant
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(1) Water
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||
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(2) Sewer
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X
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(3) Electric
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X
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(4) Gas
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X
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(5) Telephone
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X
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(6) Trash
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X
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(7) Cable
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X
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(9)
All other utilities
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X
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B. The party responsible for the
charges under Paragraph 7A will pay the charges directly to the utility service
provider. The responsible party may select the utility service
provider except that if Tenant selects the provider any access or alterations to
the Property or leased premises necessary for the utilities may be made only
with Landlord's prior consent, which Landlord will not unreasonably withhold. If
Landlord incurs any liability for utility or connection charges for which Tenant
is responsible to pay and Landlord pays such amount, Tenant will immediately
upon written notice from Landlord reimburse Landlord such
amount.
C. Notice: Tenant should
determine if all necessary utilities are available to the leased premises and
are adequate for Tenant's intended use.
Initialed
for Identification by Tenants:
,
, and Landlord:
,
D. After-Hours HVAC Charges: “HVAC
services” means the utility expenses to heat and cool the leased premises.
(Check one box only.)
¨ (1)
Landlord is obligated to provide the HVAC services to the leased premises only
during the Property's operating hours specified under Paragraph
9C.
¨ (2)
Landlord will provide the HVAC services to the leased premises during the
operating hours specified under ▇▇▇▇▇▇▇▇▇ ▇▇ for no additional charge and will,
at Tenant's request, provide HVAC services to the leased premises during other
hours for an additional charge of $20.00 per hour.
Tenant will pay Landlord the charges under this paragraph immediately upon
receipt of Landlord's invoice. Hourly charges are charged on a half-hour basis.
Any partial hour will be rounded up to the next half hour. Tenant will comply
with Landlord's procedures to make a request to provide the additional HVAC
services under this paragraph.
¨ (3)
Tenant will pay for the HVAC services under this lease.
8. INSURANCE:
A. During all times this lease is
in effect, Tenant must, at Tenant's expense, maintain in full force and effect
from an insurer authorized to operate in Texas:
(1) public liability
insurance 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 and contents on the leased premises
in an amount sufficient to replace such contents after a casualty
loss.
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, not later
than 10 days after the change, provide Landlord a copy of an insurance
certificate evidencing 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 insurance that
will provide Landlord the same coverage as the required insurance and Tenant
must immediately reimburse Landlord for such expense; or
(2) exercise Landlord's
remedies under Paragraph 20.
D. Unless the parties agree
otherwise, Landlord will, at Landlord's expense, maintain in full force and
effect insurance for fire and extended coverage in an amount to cover the
reasonable replacement cost of the improvements of the Property and public
liability insurance in an amount that Landlord determines reasonable and
appropriate.
E. If there is an increase
in Landlord's insurance premiums for the leased premises or Properly 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. Any charge to Tenant under this Paragraph 8D will be equal to the
actual amount of the increase in Landlord's insurance
premium.
9. USE
AND HOURS:
A. Tenant may use the leased
premises for the following purpose and no other. General
Business
B. Unless otherwise
specified in this lease, Tenant will operate and conduct its business in the
leased premises during business hours that are typical of the industry in which
Tenant represents it operates.
C. The Property maintains
operating hours of (specify hours, days of week, and if inclusive or exclusive
of weekends and holidays): Monday thru Friday
7am-5pm
Initialed
for Identification by Tenants:
,
, and Landlord:
,
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;
(2) any activity that interferes with any
other tenant's normal business operations or Landlord's management of the
Property;
(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 Properly 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
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. Landlord does not
represent or warrant that the leased premises or Property conform to applicable
restrictions, zoning ordinances, setback lines, parking requirements, impervious
ground cover ratio requirements, and other matters that may relate to Tenant's
intended use. Tenant must satisfy itself
that the leased premises may be used as Tenant intends by independently
investigating all matters related to the use of the leased premises or
Property. Tenant agrees that it is not relying on any warranty
or representation made by Landlord. Landlord's agent, or any broker concerning
the use of the leased premises or Property.
11. SIGNS:
A. Tenant may not post or
paint any signs at, on, or about the leased premises or Property without
Landlord's written consent. Landlord may remove any
unauthorized sign, and Tenant will promptly reimburse Landlord for its cost to
remove any unauthorized sign.
B. Any authorized sign must
comply with all laws, restrictions, zoning ordinances, and any governmental
order relating to signs on the leased premises or
Property. Landlord may temporarily remove any authorized sign
to complete repairs or alterations to the leased premises or the
Property.
C. 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.
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 if: (1) entry is made with Tenant's permission; or (2) entry is
necessary 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. MOVE-IN
CONDITION: Tenant has inspected the leased premises and
accepts it in its present (as-is) condition unless expressly noted otherwise in
this lease. Landlord and any agent have made no express or implied warranties as
to the condition or permitted use of the leased premises or
Property.
Initialed
for Identification by Tenants:
,
, and Landlord:
,
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, except for normal wear and tear. Tenant will leave the leased premises
in a ▇▇▇▇ condition free of all trash, debris, personal property, hazardous
materials, and environmental contaminants.
B. If Tenant leaves any
personal properly 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 ▇▇▇▇ and sanitary and promptly dispose of all
garbage in appropriate receptacles. & Landlord Q
Tenant will provide, at its expense, janitorial services to the leased premises
that are customary and ordinary for the Property type.
B. Repairs of Conditions Caused
by a Party: Each party must promptly repair a condition in need of repair
that is 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 ▇▇▇▇ and good operable condition. If a governmental regulation or
order requires a modification to any of the specified items, 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. (Check all that apply.)
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Landlord
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Tenant
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1) Foundation,
exterior walls, roof, and other structural components
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X
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2) Glass
and windows
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X
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3) Fire
protection equipment and fire sprinkler systems
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X
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4) Exterior
& overhead doors, including closure devices, molding, locks, and
hardware
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X
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5) Grounds maintenance,
including landscaping and ground sprinklers
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X
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6) Interior
doors, including closure devices, frames, molding, locks, and
hardware
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X
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7) Parking
areas and walks
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X
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8) Plumbing
systems, drainage systems, electrical systems, ballast and lamp
replacement, and mechanical systems, except those specifically designated
otherwise
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X
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9) Heating
Ventilation and Air Conditioning (HVAC) systems
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X
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10) Signs
and lighting
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X
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11) Extermination
and pest control, excluding wood-destroying insects
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X
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12) Storage
yards and storage buildings
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X
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13) Wood-destroying
insect treatment and repairs
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X
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D. Repair
Persons: Repairs must be completed by trained,
qualified, and insured repair persons.
Initialed
for Identification by Tenants:
,
, and Landlord:
,
E. HVAC Service
Contract: If Tenant maintains the HVAC system under Paragraph 15C(9),
Tenant Q is Q 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. Common
Areas: Landlord will maintain any common areas in the Property
in a manner as Landlord determines to be in the best interest of the Property.
Landlord will maintain any elevator and signs in the common
area. Landlord may change the size, dimension, and location of
any common areas, provided that such change does not materially impair Tenant's
use and access to the leased premises. Tenant has the non-exclusive license to
use the common areas in compliance with Landlord's rules and restrictions.
Tenant may not solicit any business in the common areas or interfere with any
other person's right to use the common areas. This paragraph does not apply if
Paragraph 2A(2) applies.
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 non- structural 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 11 or 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 receipt of
Landlord's demand: (1) pay the lien and have the lien released of record; or (2)
take action to discharge the lien. Tenant will provide Landlord 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.
Initialed
for Identification by Tenants:
,
, and Landlord:
,
19. INDEMNITY: Each party will indemnify
and hold the other party 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
that party or that party's employees, patrons, guests, or
invitees.
20. DEFAULT:
A. If Landlord foils 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.
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 by using commercially reasonable means. 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 of
Tenant's equipment or fixtures left on the leased premises or
Property;
(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;
(8) cost to replace any
unreturned keys or access devices to the leased premises, parking areas, or
Property;
(9) any other recovery to
which Landlord may be entitled under this lease or under law.
21. ABANDONMENT,
INTERRUPTION OF UTILTIES, REMOVAL OF 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 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 2 times the base monthly rent plus any additional rent
calculated on a daily basis and will be immediately due and payable daily
without notice or demand.
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: Landlord may assign this lease to any
subsequent owner of the Property. 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.
Initialed
for Identification by Tenants:
,
, and Landlord:
,
25. RELOCATION:
¨ A. By providing Tenant
with not less than 90 days advanced written notice, Landlord may require Tenant
to relocate to another location in the Property, provided that the other
location is equal in size or larger than the leased premises then occupied by
Tenant and contains similar leasehold improvements. Landlord will pay Tenant's
reasonable out-of-pocket moving expenses for moving to the other location.
“Moving expenses” means reasonable expenses payable to professional movers,
utility companies for connection and disconnection fees, wiring companies for
connecting and disconnecting Tenant's office equipment required by the
relocation, and printing companies for reprinting Tenant's stationary and
business cards. A relocation of Tenant will not change or affect any other
provision of this lease that is then in effect, including rent and reimbursement
amounts, except that the description of the suite or unit number will
automatically be amended.
¨ B.
Landlord may not require Tenant to relocate to another location in the Property
without Tenant's prior consent.
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
that Landlord authorizes;
(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.
B. Tenant must, on demand,
execute a subordination, attonement, and non-disturbance agreement that Landlord
may request that Tenant execute, provided that such agreement 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. any breach of the
lease;
B. the then current rent
payment and rent schedule;
C. the date the next rent
payment is due;
D. any advance rent
payments;
E. the amount of the
security deposit;
F. any claims for any
offsets;
G. the then current term of
the lease;
H. any renewal
options;
I. Tenant's possession and
acceptance of the leased premises and improvements;
J. any ownership interest by
Tenant; and
K. 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.
Initialed
for Identification by Tenants:
,
, and Landlord:
,
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 this 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 or Property are partially unusable for the
purposes of 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 the health or safety of an ordinary person, except:
(None)
32.
BROKERS:
A. The brokers to this lease
are:
|
Cooperating
Broker
License No.
|
Principal
Broker
License No.
|
|
Address
|
Address
|
|
Phone NONE
Fax
|
Phone NONE Fax
|
|
E-mail
|
E-mail
|
|
Cooperating
Broker represents Tenant.
|
Principal
Broker: (Check only one box)
¨
represents Landlord only.
¨
represents Tenant only.
¨ is an
intermediary between Landlord and
Tenant.
|
Initialed
for Identification by Tenants:
,
, and Landlord:
,
B. Fees:
¨ (1)
Principal Broker's fee will be paid according to: (Check only one
box).
¨ (a) a
separate written commission agreement between Principal Broker
and:
¨ Landlord
¨
Tenant.
¨ (b)
the attached Addendum for Broker's Fee.
¨ (2)
Cooperating Broker's fee will be paid according to: (Check only one
box).
¨ (a) a
separate written commission agreement between Cooperating Broker
and:
¨ Principal
Broker ¨
Landlord ¨
Tenant.
¨ (b)
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.
Initialed
for Identification by Tenants:
,
, and Landlord:
,
34. 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 at the leased
premises,
and a copy to:
▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇
Phone:
▇▇▇-▇▇▇-▇▇▇▇ Fax:
▇▇▇-▇▇▇-▇▇▇▇
Landlord
at: ▇▇▇▇ ▇▇
▇▇▇
Address: Brookshire,
Texas
Phone:▇▇▇-▇▇▇-▇▇▇▇ Fax:
▇▇▇-▇▇▇-▇▇▇▇
and a copy to:
Address: NONE
Phone:
35.
SPECIAL PROVISIONS:
LANDLORD
PAYS FIRST $20,000.00 OPERATING EXPENCE ( EXPENCE STOP). IN THE EVENT
EXPENSESEXCEED THIS AMOUNT DUE TO UNCONTROLED EXPENCES SUCH AS UTILITIES ,
INSURANCE.TAXES, THE EXCESS SHALL BE PRORATED AS TO THE SPACE OCCUPIED BY EACH
TENENT.
36.
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.
Initialed
for Identification by Tenants:
,
, and Landlord:
,
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 material
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.
I. Time: Time is of the essence.
The parties require strict compliance with the times for
performance.
Brokers are not qualified to render
legal advice, property Inspections, surveys, engineering studies, environmental
assessments, tax advice, or compliance inspections. The parties should seek
experts to render such services. READ THIS LEASE CAREFULLY. If you do not
understand the effect of this Lease, consult your attorney BEFORE
signing.
|
Labwire,
Inc.
|
359
Ltd.
|
|
Tenant
|
Landlord
|
|
By: /S/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
By /S/
▇▇▇▇ ▇▇▇▇▇▇
|
|
Date: 7/23/2008
|
Date: 7/23/2008
|
|
Printed
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
|
Printed
Name : ▇▇▇▇ ▇▇▇▇▇▇
|
|
Title: VP
Client Services
|
Manager
|