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Exhibit 10.25
COMMERCIAL LEASE
(105 AUDITORIUM CIRCLE)
This lease agreement is made and entered into by and between SOUTHWESTERN
BELL TELEPHONE COMPANY INC. (Landlord) and BUSINESS RESOURCE GROUP (Tenant).
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord that
certain property with the improvements thereon, containing approximately 3382
square feet, hereinafter called the "leased premises ", known as Room 107, 105
Auditorium Circle, San Antonio, TX. (Address). Lot 4, Block 5 of New City
block 412, Addition, city of San Antonio, Bexar County, Texas; or as more
particularly described below or on attached exhibit:
The Primary term of this lease shall be For a Period of 5 Years commencing
on the Commencement Date which is defined as 60 days after the execution of the
lease or the completion of Tenant Improvements as outlined in Exhibit C
whichever is later, and ending at 11:59 P.M. on the last day of the 60th month
following the commencement date. A commencement letter will be executed after
the Tenant Improvements are completed to formalize the commencement and
termination dates.
1. TAXES. Included in Base Rent.
2. UTILITIES. Included in base rent with the exception of any equipment and/or
electric usage above and beyond the permitted uses of the space. Any such usage
deemed by the Landlord to be above that normally used by the average "General
Office" Tenant, shall be submetered and billed separately from the Base Rent.
3. HOLDING OVER. Failure of Tenant to surrender the leased premises at the
expiration of the lease constitutes a holding over which shall be construed as a
tenancy from month to month at a rental of 150% of Base Rent per month. -
4. RENT. Tenant agrees to and shall pay Landlord at 4119 Broadway G-60-J, San
Antonio, TX 78209, County of Bexar, Texas, or at such other place Landlord
shall designate from time to time in writing, as rent for the leased premises,
the total sum of $169,100.00, Payable without demand in equal monthly payments
of $2,818.33, each in advance on or before the 1st day of each month,
commencing on commencement date but not later than August 1, 1996, and
continuing thereafter until the total sum shall be paid. Rent received after the
first day of the month shall be deemed delinquent. If rent is not received by
Landlord by the 10th of each month, Tenant shall pay a late charge of 8% of the
monthly rent due plus a penalty of $20.00 per day until rent is received in
full.
5. USE. Tenant shall use the leased premises for the following purpose and no
other: General Office use,
No manufacturing allowed.
6. SECURITY DEPOSIT. Tenant shall pay to Landlord a security deposit in the sum
of $2,818.33, payable on or before the commencement of this lease for Tenant's
faithful performance hereunder. Refund thereof shall be made upon performance of
this lease agreement by Tenant, minus any assessments or damages unless Landlord
and Tenant provide otherwise in Special Provisions.
7. SERVICES TO BE FURNISHED BY LANDLORD. Landlord covenants and agrees to
furnish (as a part of the Basic Costs of the building) Tenant while occupying
the Premises, the following services:
(a) hot and cold water at those points of supply provided for general use
of other Tenants in the building, and seasonal central air conditioning
provided during normal business hours for the building
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(which are 8:00a.m. to 7:00p.m. on Mondays through Fridays and 8:00a.m. to
12:00p.m. on Saturdays, exclusive of legal holidays which include New
Year's Day, Easter, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, Friday following Thanksgiving Day and Christmas Day).
(b) routine maintenance and electric lighting service for all public areas
and special service areas of the building.
(c) janitorial service, Monday through Friday, exclusive of holidays,
provided, however, if Tenant's floor covering or other improvements are
other than Building standard, Tenant shall pay the additional cleaning
cost attributable thereto as additional rent upon presentation of a
statement therefor by Landlord.
(d) electrical facilities to furnish sufficient power to operate
typewriters, dictating equipment, calculating machines, personal computers
or similarly configured workstations, and other machines of similar low
electrical consumption; but not including, special lighting in excess of
Building standard and any other item of electrical equipment which
(singly) consumes more than 0.5 kilowatts at rated capacity or requires a
voltage other than 120 volts single phase.
(e) all Building standard fluorescent bulb replacement in the Premises and
all incandescent or fluorescent bulb replacement in public areas, toilet
and restroom areas and stairwells.
(f) Landlord shall provide for a 24 hour guard service while current
Landlord occupies the Building. Landlord shall not be liable for losses
due to theft, personal injury, burglary, or for damages done by
unauthorized persons on the Premises unless caused by Landlord's gross
negligence.
The failure by Landlord to any extent to furnish these defined services,
resulting from causes beyond the reasonable control of Landlord or from
Landlord's actions to repair any of the equipment furnishing such services or
otherwise to restore such services shall not render Landlord liable in any
respect for damages, direct or consequential, to either person or property, nor
be construed as an eviction of Tenant, nor work an abatement of rent, nor
relieve Tenant from the obligation to fulfill any covenant or agreement
contained herein. Should any of the equipment or machinery which provide service
to the Building break down, or for any cause cease to function properly, Tenant
shall have no claim for rebate of rent or damages on account of an interruption
in service occasioned thereby or resulting therefrom so long as Landlord is
making a reasonable effort to repair or replace such non-functioning equipment
or machinery. All of the above notwithstanding, should Landlord be unable to
furnish these services for a period of five (5) days because of Landlord's
failure to repair or replace the equipment or machinery which supply the defined
services to the Building and which repairs and/or replacements are within the
reasonable control of the Landlord, then Rent shall abate until such time as the
defined services are reasonably restored. Should Landlord fail to provide these
services for a period of thirty (30) days, then Tenant shall have the option to
terminate the Lease with no further obligation to Landlord.
8. INSURANCE. Landlord and tenant agree to the following insurance provisions
regarding the premises:
I. Fire or Other Casualty; Casualty Insurance.
(A) Substantial Destruction of the Building. If the Building should be
substantially destroyed (which, as used herein, means destruction or damage to
at least 75% of the Building) by fire or other casualty, either party hereto
may, at its option, terminate this Lease by giving written notice hereof to the
other party within thirty (30) days of such casualty. In such event, the rent
shall be apportioned to and shall cease as of the date of such casualty. In the
event neither party exercises this option, then the Premises shall be
reconstructed and restored, at Landlord's expense, to substantially the same
condition as they were prior to the casualty.
(B) Substantial Destruction of Premises. If the Premises should be
substantially destroyed, or rendered wholly untenantable for the purposes for
which they were leased, by fire or other casualty but
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the Building is not substantially destroyed as provided above, then the parties
hereto shall have the following options:
(1) If such destruction is not the result of the acts or negligence
of Tenant, its employees or agents, Tenant may elect to terminate
this Lease or require that the Premises be reconstructed and
restored, at Landlord's expense, to substantially the same condition
as they were prior to the casualty. This option shall be exercised
by Tenant by giving written notice to Landlord within thirty (30)
days after the date of the casualty, and upon the exercise thereof
rent shall be abated from the date of the casualty until substantial
completion of the reconstruction of the Premises, whereupon this
Lease shall continue in full force and effect for the balance of the
term upon the same terms, conditions and convenience as are
contained herein. If such destruction is the result of the acts or
negligence of Tenant, its employees or agents, Landlord shall then
have the right to exercise same option within thirty (30) days
following the destruction, by giving written notice to Tenant, to
reconstruct and restore the Premises to substantially continue in
full force and effect for the balance of the term upon the same
terms, conditions and covenants as are contained herein; provided,
however, that the rent shall not be abated from the date of the
casualty until substantial completion of the reconstruction of the
Premises. If Landlord fails to exercise the last mentioned option,
this Lease shall be terminated as of the date of the casualty, to
which date rent shall be apportioned and shall thereafter cease.
(2) Notwithstanding the above, if the casualty occurs during the
last twelve (12) months of the term of this Lease, either party
hereto shall have the right and option to terminate this Lease as of
the date of the casualty, which option shall be exercised by written
notice to be given by either party to the other party within thirty
(30) days therefrom. If this option is exercised, rent shall be
apportioned to and shall cease as of the date of the casualty.
(C) Partial Destruction of the Premises. If the Premises should be
rendered partially untenantable for the purpose for which they were leased
(which, as used herein, means such destruction or damage as would prevent Tenant
from carrying on its business on the Premises to an extent exceeding 30% of its
normal business activity) by fire or other casualty which is not the result of
the acts or negligence of Tenant, its employees or agents, then such damaged
part of the Premises shall be reconstructed and restored, at Landlord's expense,
to substantially the same condition as it was prior to the casualty; rent shall
be abated in the proportion which the approximate area of the damaged part bears
to the total area in the Premises from the date of the casualty until
substantial completion of the reconstruction repairs; and this Lease shall
continue in full force and effect for the balance of the term. Landlord shall
use reasonable diligence in completing such reconstruction repairs, but in the
event Landlord fails to complete the same within ninety (90) days from the date
of the casualty, Tenant may, at its option, terminate this Lease upon giving
Landlord written notice to that effect, whereupon both parties shall be released
from all further obligations and liability hereunder.
(D) Casualty Insurance. Landlord shall be responsible for insuring and
shall at all times during the terms of this Lease carry, at its own expense,
such policies of insurance which insures the Office Building, including the
Premises, against loss or damage by fire or other casualty as Landlord shall
reasonably deem necessary; provided, however, that Landlord shall not be
responsible for , and shall not be obligated to insure against, any loss or
damage to personal property (including, but not limited to, any furniture,
additional improvements which Tenant may construct on the Premises. If Tenant's
operation or the Tenant Finish Improvements installed by Landlord pursuant to
the provisions set forth in the WORK LETTER hereof or any alterations or
improvements made by Tenant pursuant to the provisions of the WORK LETTER hereof
increase the cost of the standard insurance carried by Landlord on the Office
Park, then the cost of such increase in insurance premiums shall be borne by
Tenant, who shall reimburse Landlord for the same as Additional Rent upon being
separately billed therefor.
(E) Landlord's Responsibility Landlord's Responsibility to reconstruct and
restore the Premises as described in Paragraph 8(A), 8 (B) and 8 (C) shall be
limited to the repair and restoration of
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such of the Premises as were originally required to be made by Landlord in
accordance with "the Work Letter " of this lease, or as was tendered to Tenant
at the Commencement Date of this Lease, and excludes items not required to be
insured by Landlord under the above Paragraph 8(D). It is understood and agreed
that Tenant shall insure those items, if any, which are excluded from Landlord's
responsibility to insure.
(F) Waiver of Subrogation. To the extent permitted by applicable policies
of insurance, Landlord and Tenant hereby release each other and each other's
employees, agents, customers and invitees from any and all liability for any
loss, or damage to property occurring in, on or about or to the premises,
improvements to the Office Building or personal property within the Building, by
reason of fire or other casualty which are covered by applicable standard fire
and extended coverage insurance policies. Because the provisions of this
paragraph may preclude the assignment of any claim mentioned herein by way of
subrogation or otherwise to an insurance company or any other person, each party
to this Lease shall give to each insurance company which has issued to it one or
more policies of fire and extended coverage insurance notice of the terms of the
mutual releases contained in this paragraph, and have such insurance policies
properly endorsed, if necessary to prevent the invalidation of insurance
coverage's by reason of the mutual releases contained in this paragraph.
II. General Liability, Indemnification and Insurance.
(A) Tenant shall be responsible for, shall insure against, and shall
indemnify Landlord, its employees and agents and hold them harmless from , any
and all liability for any loss, damage or injury to person or property occurring
in, on or about the Premises and Tenant hereby releases Landlord, its employees
and agents from any and all liability for the same, provided, however, that such
loss, damage or injury is not the result of Landlord's sole negligence. Tenant's
obligation to indemnify Landlord, its employees and agents hereunder shall
include the duty to defend against any claims asserted by reason of such loss,
damage or injury and to pay any judgments settlements, costs, fees and expenses,
including attorney's fees, incurred in connection therewith.
(B) Tenant shall at all times during the term of this Lease carry, at its
own expense, for the protection of Tenant, Landlord and Landlord's Management
agent, if any, as their interests may appear, a general liability insurance
policy with minimum limits of $1,000,000 General Aggregate; $1,000,000 each
occurrence sublimit for Premises/Operations and Personal Injury; and $1,000,000
Products/Completed Operations Aggregate limit, with a $1,000,000 each occurrence
sublimit for Products/Completed Operations. Fire Legal Liability sublimits of
$100,000 are required for lease agreements.
Landlord is to be named as additional insured on the general liability policy.
The insurance company affording coverage hereunder must have an A.M. Best's
rating of B+ VII or better.
The policy shall provide Landlord with not less than thirty (30) days advance
written notice of cancellation or of a material change in coverage.
Tenant shall furnish Landlord with a certificate evidencing such insurance.
Should Tenant fail to carry such insurance or fail to furnish Landlord with
copies of all policies after a request to do so, Landlord shall have the right
to obtain such insurance and collect the cost thereof from Tenant as additional
rent. Tenant may elect to self-insure if approved by Landlord. In he event
Tenant exercises this option, Tenant warrants that its net worth, as shown by
its most recent audited annual financial statement with no negative notes, is at
least ten times the minimum general liability limits set forth herein.
(C) Landlord shall be responsible for, shall have the obligation to insure
against, and shall indemnify Tenant and hold it harmless from, any and all
liability for any loss, damage and injury to person or property occurring in, on
or about the common areas and facilities of the Building and the walks,
driveways, parking lot and landscaped areas adjacent to the Building, provided,
however, that such loss, damage or injury is not the result of Tenant's
negligence or negligent acts.
9. CONDITION OF PREMISES. See Exhibit B (work Letter).
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10. MAINTENANCE AND REPAIRS. Landlord shall keep the foundation, the exterior
walls (except glass; windows; doors; door closure devices; window and door
frames, molding, locks, and hardware; and interior painting or other treatment
of exterior walls), and the roof of the leased premises in good repair except
that Landlord shall not be required to make any repairs occasioned by the act or
negligence of Tenant, its employees, subtenants, licensees and concessionaires.
Landlord is responsible for maintenance of the common area and common area
equipment. If Landlord is responsible for any such repair and maintenance,
Tenant agrees to give Landlord written notice of needed repairs. Landlord shall
make such repairs within a reasonable time. Tenant shall notify Landlord
immediately of any emergency repairs. Tenant shall keep the leased premises in
good, clean condition and shall at its sole cost and expense, make all needed
repairs and replacements, including replacement of cracked or broken glass,
except for repairs and replacements required to be made by Landlord under this
section. If any repairs required to be made by Tenant hereunder are not made
within ten (10) days after written notice delivered to Tenant by Landlord,
Landlord may at its option make such repairs without liability to Tenant for any
loss or damage which may result by reason of such repairs, and Tenant shall pay
to Landlord upon demand as additional rent hereunder the cost of such repairs
plus interest. At the termination of this lease, Tenant shall deliver the leased
premises in good order and condition, normal wear and tear excepted. Normal wear
and tear means deterioration which occurs without negligence, carelessness,
accident or abuse.
11. ALTERATIONS. All alterations, additions and improvements, except trade
fixtures, installed at expense of Tenant, shall become the property of Landlord
and shall remain upon and be surrendered with the leased premises as a part
thereof on the termination of this lease. Such alterations, additions, and
improvements may only be made with the prior written consent of Landlord, which
consent shall not be unreasonably withheld. If consent is granted for the making
of improvements or alterations to the leased premises, such improvements and
alterations shall not commence until Tenant has furnished to Landlord a
certificate of insurance showing coverage in an amount satisfactory to Landlord
protecting Landlord from liability for injury to any person and damage to any
personal property, on or off the leased premises, in connection with the making
of such improvements or alterations. No cooling tower, equipment or structure
temporarily, so that repairs to the roof can be made, Tenant shall promptly
remove and reinstall the cooling tower, equipment or structure at Tenant's
expense and repair at Tenant's expense any damage resulting from such removal or
reinstallation. Upon termination of this lease, Tenant shall remove or cause to
be removed from the roof any such cooling tower, equipment or structure if
directed to do so by Landlord. Tenant shall deliver the leased premises in good
order and condition, natural deterioration only excepted. Any damage caused by
the installation or removal or trade fixtures shall be repaired at Tenant's
expense prior to the expiration of the lease term. All alterations,
improvements, additions, and repairs made by Tenant shall be made in good and
workmanlike manner.
12. COMPLIANCE WITH LAWS AND REGULATIONS. Tenant shall, at its own expense,
comply with all laws, orders, and requirements of all governmental entities with
reference to the use and occupancy of the leased premises. Tenant and Tenant's
agents, employees and invitees shall full comply with any rules and regulations
governing the use of the buildings or other improvements to the leased premises
as required by Landlord. Landlord may make reasonable changes in such rules and
regulations from time to time as deemed advisable for the safety, care and
cleanliness of the leased premises, provided same are in writing and are not in
conflict with this lease.
13. ASSIGNMENT AND SUBLETTING. Tenant shall not assign this lease nor sublet the
leased premises or any interest therein without first obtaining the written
consent of the landlord. An assignment or subletting without the written consent
of landlord shall be void and shall, at the option of landlord, terminate this
lease.
14. DESTRUCTION. In the event the leased premises is partially damaged or
destroyed or rendered partially unfit for occupancy by fire or other casualty,
Landlord and Tenant should refer to Section 7.
15. TENANT DEFAULT AND REMOVAL OF ABANDONED PROPERTY. If Tenant abandons the
premises or otherwise defaults in the performance of any obligations or
covenants herein, Landlord may enforce the performance of this lease in any
manner provided by law. This lease may be
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terminated at Landlord's discretion of such abandonment or default continues for
a period of 10 days after Landlord notifies Tenant of such abandonment or
default and of Landlord's intention to declare this lease terminated. Such
notice shall be sent by Landlord to Tenant at Tenant's last known address by
certified mail. If Tenant has not completely removed or cured default within the
10-day period, this lease shall terminate. Thereafter, Landlord or its agents
shall have the right, without further notice or demand, to enter the leased
premises and remove all property without being deemed guilty of trespass and
without waiving any other remedies for arrears of rent or breach of covenant.
Upon abandonment or default by the Tenant, the remaining unpaid portion of the
rental from paragraph 4 herein, shall become due and payable. For purposes of
this section, Tenant is presumed to have abandoned the premises if goods,
equipment, or other property, in an amount substantial enough to indicate a
probable intent to abandon the premises, is being or has been removed from the
premises and the removal is not within the normal course of Tenant's business.
Landlord shall have the right to store any property of Tenant that remains on
premises that are abandoned; and, in addition to Landlord's other rights,
Landlord may dispose of the stored property if Tenant does not claim the
property within 60 days after the date the property is stored, provided Landlord
delivers by certified mail to Tenant at Tenant's last known address a notice
stating that Landlord may dispose of Tenant's property if Tenant does not claim
the property within 60 days after the date the property is stored.
16. INTERRUPTION OF UTILITIES. Landlord or Landlord's agent may not interrupt of
cause the interruption of utility service paid directly to the utility company
by Tenant unless interruption results from bona fide repairs, construction, or
any emergency. If any utility services furnished by Landlord are interrupted and
continue to be interrupted despite the good faith efforts of Landlord to remedy
same, Landlord shall not be liable in ANY respect for damages to the person or
property of Tenant or Tenant's employees, agents, or guests, and same shall not
be construed as grounds for constructive eviction or abatement of rent. Landlord
shall use reasonable diligence to repair and remedy such interruption promptly.
17. EXCLUSION OF TENANT. Landlord may not intentionally prevent Tenant from
entering the leased premises except by judicial process unless the exclusion
results from: (a) bona fide repairs, construction, or an emergency; (b) removing
the contents of premises abandoned by Tenant; or (c) changing the door locks of
Tenant in the event Tenant is delinquent in paying at least part of the rent. If
Landlord or Landlord's agent changes the door lock of Tenant, in the event
Tenant is delinquent in paying rent, Landlord or Landlord's agent must place a
written notice on Tenant's front door stating the name and the address or
telephone number of the individual or company from which the new key may be
obtained. The new key is required to be provided only during Tenant's regular
business hours.
18. LIEN. Landlord is granted an express contractual lien, in addition to any
lien provided by law, and a security interest in all property of Tenant found on
the leased premises to secure the compliance by Tenant with all terms of this
lease.
19. SUBORDINATION. Landlord is hereby irrevocably vested with full power and
authority to subordinate this lease to any mortgage, deed of trust, or other
lien hereafter placed on the demised premises and Tenant agrees on demand to
execute such further instruments subordinating this lease as Landlord may
request, provided such subordination shall be on the express condition that this
lease shall be recognized by the mortgagee, and the rights of Tenant shall
remain in full force and effect during the term of this lease so long as Tenant
shall continue to perform all of the covenants and conditions of this lease.
20. INDEMNITY. Landlord and its employees and agents shall not be liable to
Tenant or to Tenant's employees, patrons, visitors, invitees, or any other
persons for any such injury to any such persons or for damage to personal
property caused by an act, omission, or neglect of Tenant or Tenant's agents or
of any other tenant of the premises of which the leased premises is a part.
Tenant agrees to indemnify and hold Landlord and its employees and agents
harmless from any and all claims for such injury and damages, whether the injury
occurs on or off the leased premises.
21. SIGNS. Tenant shall not post or paint any signs at, on, or about the leased
premises or paint the exterior walls of the building except with the prior
written consent of the Landlord. Landlord shall have the right to remove any
sign or signs in order to maintain the leased premises or to make any repairs or
alterations thereto.
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22. TENANT BANKRUPTCY. If Tenant becomes bankrupt or makes voluntary assignment
for the benefit of creditors or if a receiver is appointed for Tenant, Landlord
may terminate this lease by giving five (5) days written notice to Tenant of
Landlord's intention to do so.
23. CONDEMNATION. If the whole or any substantial part of the leased premises is
taken for any public or quasi-public use under any governmental law, ordinance
or regulation or by right of eminent domain or should the leased premises be
sold to a condemning authority under threat of condemnation, this lease shall
terminate and the rent shall be abated during the unexpired portion of the lease
effective from the date of the physical taking of the leased premises.
24. HAZARDOUS MATERIALS. Landlord warrants and represents that the Property does
not contain "Hazardous Materials", as that phrase is defined herein. For
purposes of this provision, the phrase "Hazardous Materials" shall mean and
include any toxic contaminated or other hazardous materials including, without
limitation, asbestos, PCB, transformers, underground storage containers,
materials containing any radioactive substances, petroleum base products,
paints, solvents, lead, cyanide, DDT, acids, pesticides, ammonium compounds, and
any other substance forming a component part of the improvements which has
heretofore or may in the future be determined to contain toxic wastes, hazardous
materials, or undesirable substances injurious to the health of occupants living
or working in or around the subject Property. Landlord acknowledges that current
and future federal, state, and local laws and regulations may require the clean
up of any such Hazardous Materials at the expense of those persons who in the
past, present, or future may have had or continue to have any interest in the
Property including, but not limited to, current, past, and future owners and
users, including tenants, of the Property. The cost and expense of such clean up
may be substantial. Landlord further acknowledges Hazardous Materials. Landlord
acknowledges and agrees that Landlord shall look solely to experts and
professionals selected by Landlord to advise Landlord with respect to the
condition of the Property and shall not hold the real estate Brokers or their
agents responsible for any Hazardous Material condition or problem relating to
the Property. Landlord hereby agrees to indemnify, defend, and hold the real
estate Brokers and their agents participating in this transaction harmless of
and from any and all liability, claim, debt, damage, cost, or expense, including
reasonable attorneys' fees, relate to or arising out of or in any way connected
to Hazardous Materials and/or toxic wastes and/or any other undesirable
substances affecting the Property.
25. BROKERS FEE. SBC Asset Management, Inc. Broker and The Brian Brady Company,
Co-Broker, as Real Estate Broker (the Broker). has negotiated this lease and
Landlord agrees to pay Broker in Bexar, County, Texas, upon commencement of
this lease, a negotiated fee of $ n/a or 6% of the total rental provided for in
this lease to be divided as follows: 66% of commission to BBC and 34% to AMI.
Tenant warrants that it has had no dealings with any real estate broker or
agents in connection wit the negotiation of this lease excepting only The Brian
Brady Company and it knows of no other real estate broker or agent who is
entitled to a commission in connection with this Lease.
26. NOTICES. Notices to Tenant shall be by certified mail or other delivery to
the leased premises or to Tenant's last know address. Notices to Landlord shall
be by certified mail to the place where rent is payable.
27. DEFAULT BY LANDLORD. In the event of breach by Landlord of any covenant,
warranty, term or obligation of this lease, then Landlord's failure to cure same
or commence a good faith effort to cure same within 10 days after written notice
thereof by Tenant shall be considered a default and shall entitle Tenant either
to terminate this lease or cure the default and make the necessary repairs and
any expense incurred by Tenant shall be reimbursed by the Landlord after
reasonable notice of the repairs and expenses incurred. At Tenant's option, such
reimbursement can be made available to Tenant via abated rent.
28. SIGNS. During the last 60 days of this lease, a "FOR SALE" sign and/or a
"FOR LEASE" sign may be displayed on the leased premises and the leased premises
may be shown at reasonable times to prospective purchasers or tenants.
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29. RIGHT OF ENTRY. Landlord shall have the right during normal business hours
to enter the demised premises; (a) to inspect the general condition and state of
repair thereof, (b) to make repairs required or permitted under this lease, or
(c) for any other reasonable purpose.
30. WAIVER OF BREACH. The waiver by Landlord of any breach of any provision of
this lease shall not constitute a continuing waiver or a waiver of any
subsequent breach of the same or a different provision of this lease.
31. TIME OF ESSENCE. Time is expressly declared to be of the essence in this
lease.
32. BINDING OF HEIRS AND ASSIGNS. Subject to the provisions of this lease
pertaining to assignment of the Tenant's interest, all provisions of this lease
shall extend to and bind, or inure to the benefit not only of the parties to
this lease but to each and every one of the heirs, executors, representatives,
successors, and assigns of Landlord or Tenant.
33. RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies by this lease
agreement are cumulative and the use of any one right or remedy by either party
shall not preclude or waive its right to use any or all other remedies, Said
rights and remedies are given in addition to any other rights the parties may
have by law, statue, ordinance, or otherwise.
34. TEXAS LAW TO APPLY. This agreement shall be construed under and in
accordance with the laws of the State of Texas.
35. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in
this agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision hereof and this agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
36. PRIOR AGREEMENTS SUPERCEDED. This agreement constitutes the sole and only
agreement of the parties to this lease and supersedes any prior understandings
or written or oral agreements between the parties respecting the subject matter
of this lease.
37. AMENDMENT. No amendment, modification, or alteration of the terms hereof
shall be binding unless it is in writing, dated subsequent to the date hereof,
and duly executed by the parties.
38. ATTORNEYS' FEES. Any signatory to this lease agreement who is the prevailing
party in any legal proceeding against any other signatory brought under or with
relation to this lease agreement or this transaction shall be additionally
entitled to recover court cost, reasonable attorney fees, and all other out-of-
pocket costs of litigation, including deposition, travel and witness costs,
from the nonprevailing party.
39. SPECIAL PROVISIONS. (This section to include additional factual data not
included above.)
(A) Tenant shall be responsible for restricting their employees, customers
and invitees use of the premises to the first floor space and first floor
common areas. All other areas of the premises are restricted for the
exclusive use of the Landlord and other owners of the building which is
condominium owned.
(B) Tenant may have use of the eighth floor restrooms for the exclusive
use of their employees, customers and invitees who are considered
handicapped and are unable to use the first floor restroom. Tenant will be
responsible for the actions of the above within the building and will be
responsible for following building procedures established by building
manager.
(C) Tenant has the option to renew at current market rates for one five
year term. Tenant must give Landlord written notice no later than 180 days
prior to the Termination date of its intention to renew.
9
THE TEXAS ASSOCIATION OF REALTORS' AND THE SAN ANTONIO, BOARD OF REALTORS'
DO NOT FIX, CONTROL, RECOMMEND, SUGGEST OR MAINTAIN COMMISSION RATES OR FEES FOR
SERVICES TO BE RENDERED BY THEIR MEMBERS OR THE DIVISION OF COMMISSIONS OR FEES
BETWEEN COOPERATING PARTICIPANTS OR BETWEEN PARTICIPANTS AND NON-PARTICIPANTS.
THE AMOUNT OF COMPENSATION AND THE CONTRACT TERMS HEREIN ARE NOT PRESCRIBED BY
LAW AND ARE SUBJECT TO NEGOTIATION BETWEEN BROKER AND SUBLESSOR.
THIS IS A LEGAL DOCUMENT. READ IT CAREFULLY. IF YOU DO NOT UNDERSTAND THE
EFFECT OF ANY PART OF THIS AGREEMENT, SEEK COMPETENT LEGAL ADVICE.
EXECUTED this 2nd day of May, 1996.
BUSINESS RESOURCE GROUP SOUTHWESTERN BELL TELEPHONE CO
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TENANT OR TENANTS SIGNATURE(S) LANDLORD SIGNATURE
2150 N. First Street Suite 101
- ---------------------------------- ------------------------------------
ADDRESS ADDRESS
San Jose, CA 95131
- ---------------------------------- ------------------------------------
(408) 441-3700 (214) 464-3872
- ---------------------------------- ------------------------------------
TELEPHONE TELEPHONE
The Brian Brady Company
- ----------------------------------
BROKER SIGNATURE
BY:
-------------------------------
AGENT SIGNATURE
1920 Nacogdoches Rd #201
- ----------------------------------
ADDRESS
San Antonio, TX 78209
- ----------------------------------
(210) 826-0191
- ----------------------------------
TELEPHONE
10
EXHIBIT A - map of office space
EXHIBIT B - Work Letter
1. Finishout
Immediately after the execution of this Lease, Tenant shall cause to have
construction drawings prepared and delivered to Landlord for approval. Upon the
approval of Landlord and upon the completion of the bidding process with the
contractors of Landlord's choice, construction shall begin according to the
general requirements listed below. In connection with the Tenant Improvements to
be performed by Tenant for the premises, Tenant shall pay for the cost of Tenant
Improvements. Landlord agrees to reimburse Tenant for Tenant Improvements up to
Twelve Thousand dollars ($12,000.00) in the form of abated rent. Such abated
rent shall take place at the commencement of this Lease and continue for a
period of time equivalent to the Tenant Improvements but not to exceed
$12,000.00 of rental abatement. (i.e. maximum abatement is equal to 4 months and
8 days of abated rent.) In the event that the Tenant Improvements exceed
$12,000.00, Tenant agrees to pay the balance to the General Contractor. At the
end of the abated rental period, Tenant shall pay to Landlord the prorated
balance of the then current month and continue to pay rent on the first of each
month as detailed in Section 4.
Costs of Tenant Improvements shall include the costs associated with the Tenant
Improvement Work, including, but not limited to, (i) the cost of Tenant
Improvement and all demolition cost incurred in connection with preparing the
Premises for the installation of the Tenant Improvements; (ii) permit fees and
other governmental fees; (iii) the cost of architects, consultants and
engineers; (iv) an amount equal to the actual cost of supervision,
administration and on-site facilities and equipment necessary to perform the
work; (v) the general contractor's overhead.
Items to be performed:
*a. Minor interior demolition and construction (install plumbing
line, remove ceiling, install kitchen, training and conference
room.
*b. Finish work
*c. New finishes (paint, carpet, VCT) - replace damaged grid and
existing tile with new. Ceiling grid/lighting plan to be
provided (if required).
*d. New lighting - in sales and conference area. Clean up existing
work and make it more presentable.
* details of fixtures, buildout and demolition to be provided by Tenants
Architect.