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EXHIBIT 10.8
INDENTURE OF LEASE
This indenture of lease made and entered into at Norwalk, Ohio, this
23rd day of September, 1994, by and between SOUTHVIEW BUSINESS CENTER, LTD., A
LIMITED PARTNERSHIP OF 156 S. NORWALK RD., NORWALK, OH 44857, hereinafter
referred to as LESSOR and SMS GEOTRAC, INC., A DELAWARE CORPORATION WITH
PRINCIPAL OFFICES AT 3900 LAYLIN RD., NORWALK, OH 44857, hereinafter referred to
as LESSEE, WITNESSETH:
1. That for the term, at the rent and otherwise upon the terms,
conditions and provisions hereinafter contained, Lessor does hereby let and
lease unto Lessee the following described premises, to wit:
KNOWN GENERALLY AS THE NORTHERN ONE-HALF (1/2) OF THE BUILDING KNOWN
AS SOUTHVIEW BUSINESS CENTER INCLUDING APPROXIMATELY 16000 SQ. FT.
OF WAREHOUSE AND OFFICE SPACE AT 156 S. NORWALK RD., NORWALK, OH,
NORWALK TOWNSHIP.
to have and to hold for a term of seven (7) years, commencing on the first day
of occupancy or no later than the completion date of new office construction
within the said premises, and ending exactly seven (7) years thereafter;
provided Lessee shall have the right to renew this Lease upon the same terms and
conditions, including the rent hereinafter specified, for a like period of five
(5) years. To exercise this option to renew, Lessee shall notify Lessor of its
intention to renew no later than Ninety (90) days prior to lease end.
2. Said Lessee hereby agrees to pay the sum of Eighty-Four Thousand
Eight Hundred Forty and 00/100 ($84,840.00) Dollars rent per year during the
continuance of this lease, which rent is to be paid by the Lessee in monthly
installments of Seven Thousand Seventy and 00/100 ($7,070.00) Dollars each,
payable on the first day of each month, in advance, from the commencement of the
term of this lease.
3. Lessee shall have the right to make such additions, alterations
and improvements, in and to the building on the demised premises as he deems
necessary or desirable provided; however, that in constructing such additions,
alterations or improvements, Lessee does not unreasonably interfere with the
operation of the Lessor's business.
4. Lessee agrees to make no structural changes or alterations in the
premises or the improvements thereof without first obtaining Lessor's written
consent,
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which consent shall not be unreasonably withheld. Any permission given by the
Lessor to make structural changes or alterations, shall be on the condition that
the work shall be at Lessee's expense, unless otherwise agreed in writing, and
shall be in accordance with the applicable building and safety codes, and shall
be such as not to weaken any structure or building.
5. All additions, fixtures, improvements and repairs including
utility upgrades made upon the premises by Lessee shall thereafter be the
property of the Lessor, except and/or unless it is mutually agreed in writing
that any such items are the sole property of Lessee and may be removed by it
upon the termination of this lease.
6. In the event that Lessee makes any alterations, improvements or
additions to the premises as hereinabove provided, Lessee shall promptly pay all
expenses therefor and hereby agrees to and does indemnify Lessor for labor
and/or materials furnished, and in the event any mechanic's lien is filed as a
result of work contracted for by Lessee, Lessee will immediately pay the same
and cause any such lien to be satisfied and discharged of record. Lessee further
agrees to reimburse Lessor for any expenses incurred by Lessor as a result of
any liens attaching to the property as a result of any alterations, improvements
or additions made by Lessee, including but not limited to attorney's fees
incurred by Lessor.
7. Lessor shall, during the term of this lease, pay all real estate
taxes and assessments of every nature levied and assessed against the demised
premises including all buildings and improvements presently thereon. Lessee
shall pay all taxes and assessments upon any equipment belonging to Lessee at
the demised premises.
8. Lessee shall, during the term of this lease, pay all charges for
gas, electricity, heat, air-conditioning and water used or supplied to the
demised premises such as would apply to ordinary office equipment and
facilities.
9. In the event that any part of the office space herein rented is
appropriated or otherwise taken under the power of eminent domain, then Lessee
shall have the right and option to terminate this lease by giving ninety (90)
days written notice of such intention to Lessor; such option to be exercised
within six (6) months of the date upon which title vests in the condemning
authority. In the event that any part of the building or improvements on said
premises are appropriated or taken as hereinabove described, and Lessee does not
elect to terminate this lease, the rental shall be reasonably reduced in the
proportion that the value of the building or improvements so appropriated bears
to the total value of the premises herein demised. In the event this lease is
terminated in accordance herewith, the rental shall be adjusted to the date of
termination and Lessee shall not have further duty or obligation hereunder.
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10. Lessor shall make at its own expense all repairs, alterations
and improvements to the building located on the demised premises which may be
necessary to maintain the same in good condition and repair, or which may be
necessary in order that the demised premises and improvements thereon shall
conform to all lawful requirements, laws, and ordinances, the direction of
proper public authority and the requirements of all policies of insurance then
in force; except that Lessee agrees to keep the demised premises in a clean and
orderly condition at all times. Lessee shall retain responsibility for
replacement of light bulbs within the leased space and such janitorial services
as may be necessary from time to time. Lessor will be responsible for all
exterior maintenance and snow and ice removal.
11. Lessee shall not commit or suffer any waste or damage to any
building or improvements on the demised premises.
12. Lessee agrees that Lessor or its representatives, with the
consent of Lessee, which consent shall not be unreasonably withheld, shall have
the right at all reasonable times to enter upon and to inspect the demised
premises to ascertain that Lessee is carrying out the terms, conditions and
provisions hereof, and to make the necessary repairs, improvements and
alterations as hereinabove provided. Lessor shall take all reasonable steps not
to interfere with the business activity of Lessee during any inspection or
construction of the demised premises.
13. Lessee shall, upon termination of this lease by lapse of time or
otherwise, surrender up and deliver the premises together with all improvements
made thereon by Lessee in as good order and repair as when first received or
constructed, reasonable wear and use thereof excepted.
14. In the event Lessee remains in possession of the demised
premises after the term of this lease including any renewal thereof, it shall be
deemed a tenant from month to month only, at the monthly rental payment provided
for in this lease, and governed in all other things except as to the duration of
the term by provisions of this lease.
15. Lessee agrees to indemnify and save Lessor harmless from all
loss, cost and expense by reason of injury to any person or property in, on or
about the demised premises, which injury results from the Lessee's use of the
demised premises. Lessee further agrees to carry public liability insurance
covering its use of said premises in the following amounts:
$300,000. PER PERSON; $500,000. PER OCCURRENCE
Lessee shall deposit with Lessor a copy of such policy or policies, as well as
proof of payment of all premiums. Lessor will carry insurance coverage equal to
or higher than that required of Lessee.
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16. This lease shall not be assigned, transferred, or the premises,
or any part thereof, sublet without the previous written consent of Lessor and
subject to such conditions as Lessor may impose, but such consent shall not be
unreasonably withheld. Any attempted assignment or transfer hereof or subletting
or under-renting without such written consent shall be wholly null and void;
providing, however, that this paragraph shall not prohibit assignment to any
corporation pursuant to an agreement of merger or consolidation between Lessee
and such corporation, nor shall this paragraph prohibit subletting to any partly
or wholly owned subsidiary of Lessee. In the event of such an assignment to a
corporation, Lessee shall remain liable for the faithful performance of all the
provisions of this lease, including the payment of rent. Lessee may request of
Lessor an early termination of this lease. Such request shall be made in
writing. Lessor may agree to early termination if a suitable tenant(s) is found
to complete the current lease term of Lessee.
17. Lessee shall have the right at his sole cost and expense during
the term hereof or any renewal terms, to erect, maintain and operate any signs,
electrical or otherwise, in front of said building or attached to the exterior
walls thereof; provided, Lessee shall first obtain the consent and approval of
Lessor, which shall not be unreasonably withheld, in writing as to the location
and design, and further provided any such signs are erected and maintained in
accordance with all regulations, laws and ordinances applicable thereto.
18. In the event of a fire or other casualty destroys a portion of
the area leased by Lessee hereunder, Lessor shall immediately begin all repairs
necessary to restore said premises as nearly as possible to their original
condition and shall complete such repairs in a diligent and workmanlike manner
and in as little time as possible having due regard for the nature and extent of
the damage. In such a case, the rent will be reduced in the ratio the damaged
area bears to approximately 16,000 square feet. It is understood and agreed
that, if the leased premises or any part thereof shall be destroyed or rendered
unfit by fire or other casualty for use or occupancy as in the sole judgment of
Lessee would make it impossible or impractical to conduct its operations and
Lessor shall not restore the same as aforesaid, then Lessee shall have the
option of terminating this lease.
19. It is distinctly understood between the parties hereto that all
agreements and understandings of any character heretofore had between them are
embodied in this instrument, and no changes shall be made herein unless the same
shall be in writing and duly signed by the parties hereto in the same manner and
form as this lease has been executed.
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20. All notices, demands and requests which may or are required to
be given by either party to the other shall be in writing. All such notices,
demands and requests by Lessor to Lessee shall be sent to Lessee at the demised
premises or at such other place that Lessee may from time to time designate in
writing.
21. Lessor hereby covenants and agrees with Lessee that if Lessee
shall perform all of the covenants and agreements herein agreed to be performed
on his part, the said Lessee shall, at all times during the term hereof or of
any renewal term, have the peaceable and quiet enjoyment and possession of the
leased premises without any manner of let or hindrance from Lessor or any person
or persons lawfully claiming said premises.
22. The terms, conditions and provisions of this lease shall inure
to and be binding upon Lessor and Lessee and their respective heirs, executors,
administrators, successors, and assigns.
IN WITNESS thereof, Lessor and Lessee have executed this lease as of
the day and year first above written.
WITNESSES: LESSOR:
SOUTHVIEW BUSINESS CENTER, LTD.
/s/ Cynthia S. Tallman By: /s/ John E. Gelvin, Jr.
- ---------------------------------- --------------------------------
GENERAL PARTNER
/s/ Janet Roble
- ----------------------------------
LESSEE:
SMS GEOTRAC, INC.
/s/ D.P. Casper By: /s/ Daniel J. White
- ---------------------------------- --------------------------------
PRESIDENT
/s/ B.R. Churchwell
- ----------------------------------
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ADDENDUM I TO LEASE AGREEMENT
THIS ADDENDUM reflects a change in the rent and term of LEASE made
and entered into the 23RD day of SEPTEMBER, 1994, by and between SOUTHVIEW
BUSINESS CENTER, LTD., A LIMITED PARTNERSHIP, the LESSOR, and SMS GEOTRAC, INC.,
the LESSEE. The change in rent payment and term of lease is based upon
structural changes to the space occupied by the Lessee. Areas designated
"Computer" and "Administration" have been completed as finished office space.
First Floor infrastructure (rough-in plumbing, reinforced footers for Second
Floor, etc.) has been completed. These changes are based in general on the Phase
II First Floor Plan drawings, (Attachment A) dated November, 1994, by Charles M.
Effinger, Architect. Lessor does hereby let and lease unto Lessee the following
described premises, to wit:
KNOWN GENERALLY AS THE NORTHERN ONE-HALF (1/2) OF THE BUILDING KNOWN
AS SOUTHVIEW BUSINESS CENTER INCLUDING PHASE II IMPROVEMENTS TO
WAREHOUSE AND OFFICE SPACE AT 156 S. NORWALK RD., NORWALK, OH,
NORWALK TOWNSHIP.
to have and to hold for a term of seven (7) years, commencing on the first day
of occupancy or no later than the completion date of new construction within the
said premises, and ending exactly seven (7) years thereafter, provided Lessee
shall have the right to renew this lease upon the same terms and conditions,
including the rent hereinafter specified, for a like period of five (5) years.
Lessee hereby agrees to pay an additional sum of Twenty-eight
Thousand Eight Hundred and 00/100 ($28,800.00) Dollars rent per year during the
term of this lease, which rent is to be paid by the Lessee in monthly
installments. Said monthly installments of Two Thousand Four Hundred and 00/100
($2,400.00) Dollars when added to current monthly installments of Seven Thousand
Seventy and 00/100 ($7,070.00) Dollars should total Nine Thousand Four Hundred
Seventy ($9,470.00) Dollars each, payable on the first day of occupancy as
specified herein prorated as necessary to the first day of the month, thence
monthly on the first day of the month thereafter for the term of the lease.
All the terms found in the original Indenture of Lease shall apply
to this space.
IN THE PRESENCE OF: LESSOR:
SOUTHVIEW BUSINESS CENTER, LTD.
/s/ Cynthia S. Tallman By: /s/ John E. Gelvin, Jr.
- ---------------------------------- --------------------------------
GENERAL PARTNER
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LESSEE:
SMS GEOTRAC, INC.
/s/ D.P. Casper By: /s/ Daniel J. White
- ---------------------------------- --------------------------------
PRESIDENT
/s/ Signature Not Legible
- ----------------------------------
STATE OF OHIO }
}: ss:
COUNTY OF HURON }
Before me, a Notary Public in and for said State, personally came
JOHN E. GELVIN, JR., A GENERAL PARTNER OF THE SOUTHVIEW BUSINESS CENTER, LTD.
who acknowledged that he did execute the foregoing Indenture of Lease for the
purposes therein contained by signing his name as Lessor.
IN WITNESS WHEREOF, I have hereunto set me hand and official seal at
Norwalk, Ohio, this 1st day of March, 1995.
/s/ Leisha D. Rospert
----------------------------------------
LEISHA D. ROSPERT, NOTARY PUBLIC
MY COMMISSION EXPIRES: 3-7-96
------------------
STATE OF OHIO }
} ss:
COUNTY OF HURON }
Before me, a Notary Public in and for said State, personally came
DANIEL WHITE, PRESIDENT OF SMS GEOTRAC, INC., who acknowledged that he executed
the foregoing Indenture of Lease for the purposes therein contained by signing
his name as Lessee.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal at
Norwalk, Ohio, this 20th day of March, 1995.
/s/ Elizabeth A. Adams, Notary, State of Ohio
---------------------------------------------
NOTARY PUBLIC
MY COMMISSION EXPIRES: 12/7/95
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ADDENDUM II TO LEASE AGREEMENT
THIS ADDENDUM reflects a change in the rent payments and term of
LEASE made and entered into on the 23RD day of SEPTEMBER, 1994, as well as
ADDENDUM I, dated the 1ST day of MARCH, 1995, by and between SOUTHVIEW BUSINESS
CENTER, LTD., A LIMITED PARTNERSHIP, the LESSOR, and SMS GEOTRAC, INC., the
LESSEE. The change in rent payment and term of lease is based upon structural
changes to the space occupied by the Lessee. All remaining open warehouse space
has been completed as finished office space including upgrades to utilities,
parking and other exterior areas. Lessor does hereby let and lease unto Lessee
the following described premises, to wit:
KNOWN GENERALLY AS THE NORTHERN ONE-HALF (1/2) OF THE BUILDING KNOWN
AS SOUTHVIEW BUSINESS CENTER INCLUDING ALL IMPROVEMENTS TO
APPROXIMATELY 21000 SQUARE FEET OF OFFICE SPACE AT 156 S. NORWALK
RD., IN THE TOWNSHIP OF NORWALK, STATE OF OHIO.
to have and to hold for a term of seven (7) years, commencing on the 1ST day of
DECEMBER, 1995, and ending exactly seven (7) years thereafter; provided Lessee
shall have the right to renew this lease upon the same terms and conditions,
including the rent hereinafter specified, for a like period of five (5) years.
Lessee agrees to pay the monthly water bill as pertaining to the
above described premises for the term of this lease.
Lessee hereby agrees to pay an additional sum of One Hundred Three
Thousand, Thirty-Two and 00/100 ($103,032.00) Dollars rent per year during the
term of this lease, which rent is to be paid by the Lessee in monthly
installments. Said monthly installments of Eight Thousand Five Hundred
Eighty-Six and 00/100 ($8,586.00) Dollars when added to current monthly
installments of Nine Thousand Four Hundred Seventy and 00/100 ($9,470.00)
Dollars should total Eighteen Thousand Fifty-Six and 00/100 ($18,056.00) Dollars
each, payable on the first day of occupancy as specified, thence monthly on the
first day of the month thereafter for the term of the lease.
All the terms found in the original Indenture of Lease shall apply
to this space.
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IN THE PRESENCE OF: LESSOR:
SOUTHVIEW BUSINESS CENTER, LTD.
/s/ Charles E. Steffanni By: /s/ John E. Gelvin, Jr.
- ---------------------------------- --------------------------------
GENERAL PARTNER
/s/ Michael T. [Illegible]
- ----------------------------------
LESSEE:
SMS GEOTRAC, INC.
/s/ Joan N. Johnson By: /s/ Daniel White
- ---------------------------------- --------------------------------
PRESIDENT
/s/ Shirley M. Stang
- ----------------------------------
STATE OF OHIO }
}: ss:
COUNTY OF HURON }
Before me, a Notary Public in and for said State, personally came
JOHN E. GELVIN, JR., A GENERAL PARTNER OF THE SOUTHVIEW BUSINESS CENTER, LTD.
who acknowledged that he did execute the foregoing Addendum II to the Indenture
of Lease for the purposes therein contained by signing his name as Lessor.
IN WITNESS WHEREOF, I have hereunto set me hand and official seal at
Norwalk, Ohio, this 8th day of December, 1995.
/s/ Leisha D. Rospert
----------------------------------------
LEISHA D. ROSPERT, NOTARY PUBLIC
MY COMMISSION EXPIRES: 3-7-96
------------------
STATE OF OHIO }
}: ss:
COUNTY OF HURON }
Before me, a Notary Public in and for said State, personally came
DANIEL WHITE, PRESIDENT OF SMS GEOTRAC, INC., who acknowledged that he executed
the foregoing Addendum II to the Indenture of Lease for the purposes therein
contained by signing his name as Lessee.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal at
Norwalk, Ohio, this 8th day of December, 1995.
/s/ Elizabeth A. Adams
---------------------------------------------
NOTARY PUBLIC ELIZABETH A. ADAMS
MY COMMISSION EXPIRES: 12/7/99
-----------------------
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ADDENDUM II TO LEASE AGREEMENT
THIS ADDENDUM reflects a change in the rent payments and term of
LEASE made and entered into on the 23RD day of SEPTEMBER, 1994, as well as
ADDENDUM I, dated the 1ST day of MARCH, 1995, by and between SOUTHVIEW BUSINESS
CENTER, LTD., A LIMITED PARTNERSHIP, the LESSOR, and SMS GEOTRAC, INC., the
LESSEE. The change in rent payment and term of lease is based upon structural
changes to the space occupied by the Lessee. All remaining open warehouse space
has been completed as finished office space including upgrades to utilities,
parking and other exterior areas. Lessor does hereby let and lease unto Lessee
the following described premises, to wit:
KNOWN GENERALLY AS THE NORTHERN ONE-HALF (1/2) OF THE BUILDING
KNOWN AS SOUTHVIEW BUSINESS CENTER INCLUDING ALL IMPROVEMENTS TO
APPROXIMATELY 21000 SQUARE FEET OF OFFICE SPACE AT 156 S. NORWALK
RD. IN THE TOWNSHIP OF NORWALK, STATE OF OHIO.
to have and to hold for a term of seven (7) years, commencing on the 1ST day of
DECEMBER, 1995, and ending exactly seven (7) years thereafter; provided Lessee
shall have the right to renew this lease upon the same terms and conditions,
including the rent hereinafter specified, for a like period of five (5) years.
Lessee agrees to pay the monthly water bill as pertaining to the
above described premises for the term of this lease.
Lessee hereby agrees to pay an additional sum of One Hundred Three
Thousand, Thirty-Two and 00/100 ($103,032.00) Dollars rent per year during the
term of this lease, which rent is to be paid by the Lessee in monthly
installments. Said monthly installments of Eight Thousand Five Hundred
Eighty-Six and 00/100 ($8,586.00) Dollars when added to current monthly
installments of Nine Thousand Four Hundred Seventy and 00/100 ($9,470.00)
Dollars should total Eighteen Thousand Fifty-Six and 00/100 ($18,056.00) Dollars
each, payable on the first day of occupancy as specified, thence monthly on the
first day of the month thereafter for the term of the lease.
All the terms found in the original Indenture of Lease shall apply
to this space.
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IN THE PRESENCE OF: LESSOR:
SOUTHVIEW BUSINESS CENTER, LTD.
/s/ By: /s/ John E. Gelvin, Jr.
- ---------------------------------- --------------------------------
GENERAL PARTNER
/s/
- ----------------------------------
LESSEE:
SMS GEOTRAC, INC.
/s/ Joan N. Johnson By: /s/ Daniel White
- ---------------------------------- --------------------------------
PRESIDENT
/s/ Shirley M. Stang
- ----------------------------------
STATE OF OHIO }
}: ss:
COUNTY OF HURON }
Before me, a Notary Public in and for said State, personally came
JOHN E. GELVIN, JR., A GENERAL PARTNER OF THE SOUTHVIEW BUSINESS CENTER, LTD.
who acknowledged that he did execute the foregoing Addendum II to the Indenture
of Lease for the purposes therein contained by signing his name as Lessor.
IN WITNESS WHEREOF, I have hereunto set me hand and official seal at
Norwalk, Ohio, this 8th day of December, 1995.
/s/ Leisha D. Rospert
----------------------------------------
LEISHA D. ROSPERT, NOTARY PUBLIC
MY COMMISSION EXPIRES: 3-7-96
------------------
STATE OF OHIO }
}: ss:
COUNTY OF HURON }
Before me, a Notary Public in and for said State, personally came
DANIEL WHITE, PRESIDENT OF SMS GEOTRAC, INC., who acknowledged that he executed
the foregoing Addendum II to the Indenture of Lease for the purposes therein
contained by signing his name as Lessee.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal at
Norwalk, Ohio, this 8th day of December, 1995.
/s/ Elizabeth A. Adams
---------------------------------------------
NOTARY PUBLIC ELIZABETH A. ADAMS
MY COMMISSION EXPIRES: 12/7/99
-----------------------