Texas-Richardson-2323 North Central Expressway Lease - G & F International Inc. and Entrust Technologies Inc.
STANDARD OFFICE BUILDING
LEASE AGREEMENT
STATE OF Texas
COUNTY OF Dallas
THIS AGREEMENT,
entered into this 11th day of July, 1997
between
1. LANDLORD
G & F INTERNATIONAL, INC.
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herein designed as Landlord, and
2. TENANT
ENTRUST TECHNOLOGIES, INC.
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herein designated as Tenant.
3. LEASED PREMISES
Landlord, in consideration of covenants and agreements to be performed by
Tenant and upon terms and conditions hereinafter stated, does hereby lease to
Tenant suite number(s) #360 on the third floor(s) of the building known as Fall
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Creek I, located at 2323 North Central Expressway (hereinafter called the
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"Leased Premises") on a tract of land situated in the City of Richardson, State
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of Texas, as described in Exhibit A attached hereto. The number of square feet
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contained in the Leased Premises is approximately Three Thousand Two Hundred
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Nineteen (3219) rentable square feet.
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4. TERM
For term of eighteen (18) months, beginning on August 1, 1997 and ending on
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January 31, 1999, to be continuously used and occupied during term of this Lease
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by the Tenant for no other purpose than:
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5. USE
General Office Use
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This Lease is conditioned upon faithful performance by Tenant of the
following agreements, covenants, rules and regulations, herein set out and
agreed to by Tenant.
6. BASE RENTAL
In consideration of this Lease, Tenant promises to pay Landlord at office
of Landlord, in Richardson, Texas, the sum of One Hundred Three Thousand Eight
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Hundred and Twelve Dollars and 75/100's ($103,812.75) in lawful money of the
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United States of America, payable in monthly amounts of: (see Addendum B) in
advance without demand, on the first day of each and every calendar month during
term hereof; provided, however, that the first such monthly rental payment shall
be due upon execution of this Lease. The base rental stated herein shall be
subject, however, to adjustment as provided in Section 7 of this Lease.
Should the term of this Lease begin on a day other than the first day of a
calendar month or terminated on a day other than the last day of a calendar
month, the rent for such partial month shall be proportionately reduced.
All rent and sums provided to be paid under this Lease shall be paid to
Landlord at the address stated in Section 38 of this Lease.
7. ADJUSTMENT OF RENTAL
As set out in Addendum A.
8. LATE CHARGE
Tenant agrees to pay Landlord an additional amount of 3% per day of any sum
owing by Tenant under this Lease if such sum is not in Landlord's office by the
10th day following the date on which sum became due for the extra expenses
involved in handling delinquent payments. A $50.00 charge will be assessed by
Landlord for every returned check.
9. SERVICE BY THE LANDLORD
Landlord agrees to furnish Tenant, while occupying premises, water - hot,
cold and refrigerated - at those points of supply provided for general use of
tenants; electric current for ordinary office use; heated and refrigerated air
conditioning in season, at such times as Landlord normally furnishes these
services to all tenants of
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building, and at such temperatures and in such amounts as are considered by
Landlord to be standard, such service on Saturdays, Sundays and holidays to be
optional on part of Landlord; elevator and janitor service and electric lighting
service for all public areas and special service areas of building in the manner
and to the extent deemed by Landlord to be standard; but failure to furnish or
any interruption of these services, from any cause whatsoever, shall not make
Landlord liable for damage or loss to persons, property or Tenant's business;
shall not be considered an eviction of Tenant; shall not entitle Tenant to any
refund or reduction of rent, and shall not relieve Tenant from compliance with
any term or provision of this Lease. Landlord shall use reasonable diligence to
repair promptly any malfunction of the building improvements or facilities but
Tenant shall have no claim for rebate or abatement of rent for damages resulting
from such repair or from any interruptions in service occasioned by such repair.
10. PAYMENTS AND PERFORMANCE
Tenant agrees to pay all rents and other sums required to be paid to
Landlord at the times and in the manner provided in this Lease. The obligation
of Tenant to pay rent is an independent covenant and under no circumstances
shall Tenant be released from its obligation to pay rent.
11. REPAIRS AND RE-ENTRY
Tenant will maintain the Leased Premises in good repair and sound
condition, at Tenant's own expense, and shall repair, using only contractors
approved by Landlord, any damage done to the building or any part of the
building by Tenant or Tenant's agents, employees and invitees. If Tenant fails
to make such repairs promptly, within 15 days of occurrence, Landlord shall have
the option to make such repairs itself and Tenant shall reimburse Landlord for
the cost of the repairs on demand. Tenant shall not commit nor allow any waste
or damage to be committed on any part of the Leased Premises, and at the time of
termination of this Lease, shall deliver the Leased Premises to Landlord in as
good condition as existed on date of Tenant's possession, ordinary wear and tear
and casual excepted, and Landlord shall have the right to re-enter and resume
possession.
12. ASSIGNMENT - SUBLETTING
Tenant shall not assign or mortgage this Lease or any right under or
interest in it; allow same to be assigned by operation of law or otherwise;
sublet the Leased Premises or any part thereof, or allow any other person to
occupy or use the Leased Premises or any part thereof in place of Tenant without
the prior written consent of Landlord. Any such assignment, mortgage or
subletting without Landlord's consent shall be void and shall, at Landlord's
option, constitute a breach of this Lease. Notwithstanding approval by Landlord
of any subletting or assignment by Tenant,
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any guarantor of Tenant's obligations under this Lease and each assignee and
subtenant shall remain fully responsible and liable for payment of rent required
under this Lease and for compliance with all of Tenant's other obligations.
Consent of Landlord to any assignment, mortgage or subletting shall constitute
approval only as to that specific assignment, mortgage or subletting, and none
other. Notwithstanding the foregoing, Tenant may assign or sublet the Premises
or any portion thereof without the consent of Landlord to any wholly owned
affiliate, subsidiary or parent of Tenant.
13. ALTERATION AND ADDITIONS BY TENANT
Tenant shall make no alterations, additions or improvements to the Leased
Premises, including the installation of trade fixtures, without the prior
written consent of the Landlord. Landlord may impose, as a condition of its
consent, requirements as to the manner in which, the times at which, and the
contractor by whom such work shall be done. All such alterations, additions or
improvements shall be made by the Tenant at its sole cost and expense, shall be
part of the building, shall become the property of Landlord at the time they are
placed on the Leased Premises, and shall be surrendered with the Leased Premises
upon termination of this Lease. Landlord may, however, by written notice to
Tenant given at least 30 days prior to the end of the term, require Tenant to
remove all partitions, counters, railings and like installed by Tenant and to
repair any damage to the premises caused by such removal. Tenant agrees to
indemnify and hold Landlord harmless from and against any and all claims for
mechanics, materialmen or other liens in connection with any alterations,
additions or improvements, including trade fixtures. In addition, Tenant shall,
if required by Landlord, furnish such waiver or waivers of lien in form and with
surety satisfactory to Landlord before commencing any work on such alterations,
additions, or improvements, including trade fixtures. Landlord reserves the
right to enter the Leased Premises for the purpose of posting any notices of
non-responsibility as may be permitted by law or desired by Landlord.
14. LEGAL USE - VIOLATIONS OF INSURANCE COVERAGE - NUISANCE
Tenant will not use the Leased Premises nor allow the Leased Premises to be
used for any purpose other than that stated in this Lease or for any other
purpose which is unlawful; disreputable; or extra-hazardous on account of fire,
explosion or other casualty; nor permit any act which would increase the fire
and casualty insurance on the building or its contents. If insurance rates on
the building or its contents are increased due to action, conduct or business of
Tenant, Tenant will pay such amount of insurance rate increase to Landlord on
demand. Tenant will not create a nuisance, interfere with, annoy or disturb
other tenants or Landlord, nor allow Tenant's agents, employees or invitees to
do so.
15. LAWS AND REGULATIONS
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Tenant will maintain the Leased Premises in a clean and healthful condition
and will comply with all laws, ordinances, orders, rules and regulations of any
governmental authority having jurisdiction over Tenant's particular use,
conditions or occupancy of the Leased Premises. Tenant shall not be responsible
for any structural or capital improvements in furtherance of this section.
16. INDEMNITY AND LIABILITY
By moving into the Leased Premises, Tenant acknowledges that the premises
are received by it in a good state of repair, accepts the premises as suitable
for the purposes for which same are leased, waives any and all defects of the
premises and assumes all risk of damage to persons, property or Tenant's
business. Landlord shall not be liable for any injury to person, damage to
property or to Tenant's business arising from any acts or omissions of Landlord
or from any cause whatsoever except Landlord's gross negligence or willful
wrong. Tenant will indemnify and hold Landlord harmless from all suits, actions,
damages, liability and expense in condition with loss of life, bodily or
personal injury damage arising from any occurrence upon the Leased Premises,
from use or occupancy by Tenant of the Leased Premises, and from any acts or
omissions of Tenant, its agents, contractors, employees or invitees. In
addition, if Landlord should, without fault on its part, be made a party to any
action by or against Tenant, Tenant shall pay all costs, expense and reasonable
attorney's fees of Landlord.
Notwithstanding anything to the contrary hereinbefore, each party shall
indemnify and hold harmless the other from any liability, losses, damages,
claims, suits or actions, judgments and expenses (including reasonable attorneys
fees) which may arise or grow out of injury to or death of any person or damage
to any property caused by the negligence or misconduct of such party, its
agents, employees or contractors. In case either party shall, without fault on
its part, be made a party to any litigation commenced by or against such party
for which it is to be indemnified hereunder, then the other party shall protect
and hold harmless and pay all costs, penalties, charges, damages, expenses, and
reasonable attorneys fees incurred or paid by the party indemnified hereunder.
17. RULES OF BUILDING
Tenant, Tenant's agents, employees and invitees will comply fully with all
building rules and regulations which are attached to this Lease and made a part
of it by this referenced. Landlord may amend or change the rules and regulations
as it may deem advisable to provide for the safety, protection, care and
cleanliness of the building, and Landlord shall give Tenant a written copy of
all such rules and amendments.
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18. ENTRY FOR REPAIRS AND INSPECTION
Landlord and its agents and representatives may enter the Leased Premises
at any reasonable hour or at any time during emergencies to inspect, clean and
make repairs, alterations or additions as Landlord deems necessary. Tenant will
not be entitled to reduction or abatement of rent due to Landlord's entry for
such purposes.
19. CONDEMNATION
If the Leased Premises shall be taken or condemned in whole or in part for
public purposes, or transferred by agreement in connection with or under threat
of condemnation, this Lease shall, at Landlord's option, terminate at the time
the title is transferred. Tenant shall not be entitled to any portion of the
condemnation award or of any compensation paid for any transfer by agreement.
20. LANDLORD'S LIEN AND SECURITY INTEREST
21. ABANDONED PROPERTY
All of Tenant's furniture, movable trade fixtures and personal property not
removed from the Leased Premises within 5 days of Landlord's written request at
the termination of this Lease, whether such termination occurs by lapse of time
or otherwise, shall be conclusively presumed abandoned by Tenant, and Landlord
may declare such property to be the property of Landlord or may dispose of the
property by any method it deems advisable. Landlord's rights under this
paragraph shall be cumulative of its rights under Section 20 above.
22. HOLDING OVER
It is agreed and understood that any holding over by the Tenant of the
Leased Premises at the termination of this Lease, whether such termination
occurs by lapse of time or otherwise, shall be construed as a tenancy at will at
a daily rental equal to 1/30th of an amount equal to twice the monthly rental
payable during the last month prior to termination of this Lease. Such tenancy
shall be subject to all other terms and provisions of this Lease except any
right of renewal.
23. CASUALTY
In the event the Leased Premises are damaged by fire or other casualty
covered by Landlord's insurance, Landlord shall repair the damage at its expense
within 180 days. If the damage cannot be repaired with 180 days (as estimated by
an architect chosen by Landlord), this Lease may be terminated by either
Landlord or
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Tenant by written notice within 30 days after receipt of the architect's damage
certification and shall then terminate 30 days after such date such notice is
given. Tenant shall pay all rent due under this Lease, prorated to the date of
such notice, and all other sums owing at that time and shall immediately
surrender possession of the Leased Premises to Landlord.
However, if the damage can be repaired within 180 days or if it cannot be
repaired within such time but neither party exercises its option to terminate
this Lease, Landlord shall, within 30 days of such damage, begin to repair the
Leased Premises and shall proceed with reasonable diligence to restore the
Leased Premises to the same conditions as existed immediately prior to the
occurrence of such casualty. The rent shall be abated or any proportionate
amount of rent during the time the premises or any portion thereof are unfit for
occupancy. Landlord shall not be required to rebuild or repair or replace any of
the furniture, equipments, fixtures or other improvements which may have been
placed on the Leased Premises by Tenant. In the event any mortgagee under a deed
of trust, security agreement or mortgage on the building should require that the
insurance proceeds be used to retire the mortgage debt, Landlord shall have no
obligation to rebuild and this Lease shall terminate upon written notice to
Tenant. In the event the building is so badly damaged by fire or other casualty,
even though the Leased Premises may not be affected, that Landlord decides,
within 60 days after the destruction, not to rebuild or repair the building
(such decision being vested exclusively in the discretion of Landlord), then in
such event Landlord shall so notify Tenant in writing and this Lease shall
terminate 30 days after notice is given, and the Tenant shall pay rent hereunder
apportioned to the time such notice is given and shall pay all other obligations
of Tenant owing on the date of termination, and Tenant shall immediately
surrender the Leased Premises to Landlord. Notwithstanding the foregoing
provisions of this Section 23, Tenant agrees that if the Leased Premises or any
other part of the building is damaged by fire or other casualty caused by the
fault or negligence of Tenant or Tenant's agents, employees or invitees, Tenant
shall have no option to terminate this and the rent shall not be abated or
reduced before or during the repair period.
24. FORCE MAJEURE
In the event Landlord shall be delayed, hindered or prevented from the
performance of any act required under this Lease by reason of acts of God; acts
of common enemies; fire, storm, flood, explosion or other casualty; strikes;
lockouts, labor disputes; labor troubles; inability to procure materials;
failure of power; restrictive governmental authority; or other cause not within
the reasonable control of Landlord, then the performance of such acts shall be
excused for the period of the delay and the period for the performance of any
such act shall be extended for a period equivalent to the period of such delay.
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25. INSURANCE
A. Subrogation: Landlord and Tenant hereby waive and release any and
all rights, claims, demands and causes of action each may have against the other
on account of any loss or damage occasioned to Landlord or to Tenant as the case
may be, their respective business, properties, real and personal, the Leased
Premises or its contents, arising from any risk or peril covered by any
insurance policy carried by either party. Inasmuch as the above mutual waivers
will preclude the assignment of any aforesaid claim by way of subrogation (or
otherwise) to an insurance company (or any other person), each party hereto
hereby agrees immediately to give to its respective insurance companies written
notice of the terms of said mutual waivers, and to have said insurance policies
properly endorsed if necessary, to prevent the invalidation of said insurance
coverages by reason of said waivers. This provision shall be cumulative of
Section 16.
B. Liability Insurance: Tenant shall procure and maintain throughout
the term of this Lease a policy or polices of insurance, at its sole cost and
expense, insuring Tenant and Landlord against any and all liability for tangible
property damage or injury to or death of person or persons occasioned by or
arising out of or in connection with the use or occupancy of the Leased
Premises, the limits of such policy or policies to be in an amount not less than
$300,000 with respect to injuries to or death of any one person, in an amount
not less than $300,000 with respect to any one accident or disaster, and in an
amount not less than $100,000 with respect to property damaged or destroyed.
Tenant shall furnish evidence satisfactory to Landlord of the maintenance of
such insurance and shall obtain a written obligation on the part of each
insurance company to notify Landlord at least 10 days prior to cancellation of
such insurance.
C. Whenever any loss or damage to property which is covered by
insurance occurs resulting from any cause, then the party so insured hereby
releases the other party from any liability it may have on account of such loss,
cost, damage or expense to the extent of any amount recovered by reason of such
insurance and waives any right of subrogation which might otherwise exist in or
accrue to any person on account thereof.
26. TRANSFER OF LANDLORD'S RIGHTS
Landlord shall have the right to transfer and assign, in whole or in part,
all and every feature of its rights and obligations under this Lease. In such
event Landlord shall be released from any further obligation under this Lease
and Tenant agrees to look solely to Landlord's successor for the performance of
such obligations, provided such successor assumes all obligations of Tenant's
Lease.
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27. BANKRUPTCY
Bankruptcy, insolvency or inability to pay its debts as such become due of
Tenant or any guarantor of this lease; filing by or against Tenant or any
guarantor in any court pursuant to any statute either of the United States or of
any state of a petition in bankruptcy or insolvency or for reorganization,
arrangement or for the appointment of a receiver or trustee of all or a portion
of Tenant's or any such guarantor's property or the making by tenant or any such
guarantor of an assignment for the benefit of creditors, shall constitute a
default by Tenant under this Lease and this Lease shall terminate. Tenant shall
then immediately surrender the Leased Premises to Landlord. If Tenant fails to
do so, Landlord may expel or remove Tenant and its property and retake
possession of the Leased Premises using appropriate judicial process without
liability for any prosecution or any claim for damages by reason of such re-
entry. Tenant further agrees to indemnify Landlord for all loss and damage
suffered by the Landlord of such termination, including loss of rental for the
remainder of the lease term.
28. DEFAULT
The following shall also constitute events of default by Tenant under this
Lease:
(a) Tenant's failure to pay rent and other sums payable by Tenant under
this Lease when due.
(b) Tenant's failure to comply with other provisions of this Lease.
(c) Tenant's desertion or abandonment of a substantial part of the Leased
Premises, and failure to pay rent.
(d) Any transfer of property by Tenant the purpose of which might tend to
defeat the collection of rent due or to become due under this Lease.
29. REMEDIES
A. Upon the occurrence of any of the events of default listed in Section
28 above, Landlord shall have the option to take any one or more of the
following actions without notice or demand in addition to and not in limitation
of any other remedy permitted by law under this Lease.
(1) Terminate this Lease, at which time Tenant shall immediately surrender
the Leased Premises to Landlord. If Tenant fails to do so, Landlord
may expel or remove Tenant and its property and retake possession of
the Leased Premises without liability for any prosecution or any claim
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for damages by reason of such re-entry. Tenant further agrees to
indemnify Landlord for all loss and damage suffered by Landlord by
reason of such termination, including loss of rental for the remainder
of the lease term.
(2) Enter upon and take possession using appropriate judicial process of
the Leased Premises, and relet the Leased Premises and receive rent
thereof. Tenant agrees to pay Landlord on demand for any costs
incurred by Landlord through such reletting, including costs of
renovating or repairing the Leased Premises for a new tenant and for
any deficiency that may arise between amount of rent due for the
remainder of Tenant's lease and that received by Landlord from
reletting the Leased Premises. It is expressly understood and agreed
however, that Landlord shall have no duty to relet the Leased Premises
and Landlord's failure to do so shall not release or affect Tenant's
liability for rent or damages.
(3) Landlord may do whatever Tenant is obligated to do under the terms of
this Lease and in order to accomplish this purpose Landlord may enter
the Leased Premises without liability to prosecution of any claim for
damages thereof. Tenant shall reimburse Landlord for any expenses
Landlord may incur in effecting compliance with this Lease on Tenant's
behalf. Tenant further agrees that Landlord shall not be liable for
any damages which may result to Tenant from such action by Landlord,
whether caused by Landlord's negligence or otherwise.
B. Upon the occurrence of the default event stated in Section 28(a)
above, Landlord shall have the option, in addition to and not in limitation of
any other remedy permitted by law or by this Lease, of declaring the entire
amount of rent for the remainder of the lease term due and payable immediately;
without terminating this Lease, as liquidated and agreed damages for the payment
of costs and expenses that Landlord will incur in regaining possession,
restoring or reletting the Leased Premises. It is understood and agreed that
the actual determination of Landlord's cost and expenses is not feasible and
that the amount of rent for the remainder of the lease term represents a
reasonable estimate of such cost.
30. NO WAIVER
No action by Landlord or its agents shall constitute an acceptance of an
attempted surrender of the Leased Premises and no agreement to accept such a
surrender of the Leased Premises shall be valid unless in writing. Re-entry of
the Leased Premises by Landlord shall not constitute an election by landlord to
terminate this Lease unless Landlord so notifies Tenant in writing. Acceptance
of rent by Landlord following the occurrence of an event of default shall not
waive such default, nor shall the receipt by Landlord of rent from any assignee,
subtenant or
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occupant of said premises other than Tenant be deemed a waiver of Section 12 of
this Lease. Landlord's waiver of any default or breach of the terms of this
Lease (including any violation or failure to enforce the Building Rules attached
hereto) or failure by Landlord to enforce one or more of the remedies provided
herein upon such default or breach shall not constitute a waiver of any other
default or breach of this Lease. No provision of this Lease shall be deemed
waived by Landlord unless evidenced in writing. Landlord's rights and remedies
under this Lease shall be cumulative of every other right or remedy Landlord may
have otherwise at law or in equity, and Landlord's exercise of one or more of
the rights of remedies shall not bar or in any way impair Landlord's exercise of
other rights and remedies.
30A. RELOCATION
Landlord shall have the right at any time, following 30 days notice to
Tenant, to relocate Tenant to other space in building designated by Landlord,
provided such other space is of equal or larger size than the Leased Premises.
Landlord shall pay all reasonable out of pocket expenses of such relocation,
including the expenses of moving and reconstruction of all Tenant furnished or
Landlord furnished improvements.
In the event of such relocation, this Lease shall continue in full force
and effect without any change in the terms and conditions of this Lease, but
with the new location substituted for the old location set forth in Section 3 of
this Lease.
31. SUBORDINATION
This Lease and all rights of the Tenant hereunder are subject and
subordinate to any deeds of trust, mortgages or other instruments of security
which do now or may hereafter cover the building and the land or any interest of
Landlord therein, and to any and all advances made on the security thereof, and
to any and all increases, renewals, modifications, consolidations, replacements
and extensions of any such deeds of trust, mortgages or instruments of security.
This provision is hereby declared by Landlord and Tenant to be self-operative
and no further instrument shall be required to effect such subordination of this
Lease. Tenant shall, however, from time to time within 10 days of demand,
execute, acknowledge and deliver to Landlord any and all instruments and
certificates that in the judgment of Landlord may be necessary or proper to
confirm or evidence such subordination, and Tenant hereby irrevocably appoints
Landlord as Tenant's agent and attorney-in-fact for the purpose of executing,
acknowledging and delivering any such instruments and certificates. This Lease
and all rights of Tenant hereunder are further subject and subordinate to all
ground or primary leases in existence at the date hereof and to any and all
supplements, modifications, and extensions thereof heretofore or hereafter made.
However, notwithstanding the foregoing provisions of this Section 31, Tenant
agrees that any such mortgagee shall have the right at any time to subordinate
any
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such deeds of trust, mortgages or other instruments of security to this Lease on
such terms and subject to such conditions as such mortgagee may deem appropriate
in its discretion. Tenant further agrees, upon demand by Landlord's mortgagee at
any time, before or after the institution of any proceedings for the foreclosure
of any such deeds of trust, mortgages or other instruments of security, or sale
of the building pursuant to any such deeds of trust, mortgages or other
instruments of security, to attorn to such purchaser upon any such sale and to
recognize such purchaser as Landlord under this Lease. This agreement of Tenant
to attorn upon demand of Landlord's mortgagee shall survive any such foreclosure
sale or trustee's sale. Tenant shall upon demand at any time or times, or after
any such foreclosure sale or trustee's sale, execute, acknowledge and deliver to
Landlord's mortgagee any and all instruments and certificates that in the
judgment of Landlord's mortgagee may be necessary or proper to confirm or
evidence such attornment, and Tenant hereby irrevocably appoints Landlord's
mortgagee as Tenant's agent and attorney-in-fact for the purpose of executing,
acknowledging and delivering any such instruments and certificates.
32. ESTOPPEL CERTIFICATES
Tenant agrees to furnish from time to time when requested by Landlord or
the holder of any deed or mortgage covering the land and building or any
interest of Landlord therein, a certificate signed by Tenant to the effect that
this Lease is then presently in full force and effect and unmodified; that the
term of this Lease has commenced and the full rental is then accruing hereunder;
that Tenant has accepted possession of the Leased Premises and that any
improvements required (if any) by the terms of this Lease to be made by Landlord
have been completed to the satisfaction of Tenant; that no rent under this Lease
has been paid more than 30 days in advance of its due date; that the address for
notices to be sent to Tenant is as set forth in this Lease, that Tenant, as of
the date of such certificate, has no charge, lien or claim of offset under this
Lease or otherwise against rents or other charges due or to become due
hereunder; and that to the knowledge of Tenant, Landlord is not then in default
under this Lease. The certificate shall also contain an agreement by Tenant
with such holder that from and after the date of such certificate. Tenant will
not pay any rent under this Lease more than 30 days in advance of its due date,
will not surrender or consent to the modification of any of the terms of this
Lease nor to the termination of this Lease by Landlord, and will not seek to
terminate this Lease by reason of any act or omission of Landlord until Tenant
shall have given written notice of such act or omission to the holder of such
deed of trust or mortgage (at such holder's last address furnished to Tenant)
and until a reasonable period of time shall have elapsed following the giving of
such notice; during which period such holder shall have the right, but not be
obligated, to remedy such act or omission; provided, however, that (i) the
agreement of Tenant described in this sentence will be of no effect under such
certificate unless Tenant is furnished by such holder with a copy of any
assignment to such holder of Landlord's interest in this Lease within 120
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days after the date of such certificate, and (ii) the agreement of Tenant with
such holder that is embodied in such certificate shall terminate upon the
subsequent termination of any such assignment.
33. JOINT AND SEVERAL LIABILITY
The obligations imposed upon Tenant (if more than one) under this Lease
shall be joint and several. If Tenant has a guarantor, the obligation of Tenant
under this Lease shall be joint and several obligations of Tenant and guarantor.
Landlord may proceed against guarantor without first proceeding against Tenant,
and no guarantor shall be released from its guaranty for any reason, including,
but not limited to, any amendment of this Lease, any waiver of Landlord's
rights, failure of Landlord to give Tenant or any guarantor any notices, or
release of any party liable for payment and performance of Tenant's obligations
under this Lease.
34. ATTORNEY'S FEES
If Landlord brings any action under this Lease or consults or places this
Lease or any amount payable under it with an attorney for the enforcement of any
of Landlord's rights under this Lease, Tenant agrees in each case to pay
Landlord reasonable attorneys' fees and other costs and expenses incurred by
Landlord in connection therewith.
35. QUIET POSSESSION
Landlord hereby covenants that Tenant, upon payment of rent as provided
under this Lease and performing all other agreements contained in this Lease,
shall and may peacefully have, hold and enjoy the Leased Premises.
36. BUILDING NAME
Tenant may use the present name of the building in the name of its business
and in its business address, provided, however, that Landlord reserves the right
to change the name of the building at any time without prior notice to Tenant.
Tenant agrees to immediately cease use of the building name in connection with
its business upon termination of this Lease, by lapse of time or otherwise.
37. PARKING
Tenant shall be allowed the use of five "Reserved" parking spaces
designated for ENTRUST. Landlord reserves the right to designate specific areas
and spaces within which Tenant, Tenant's employees, agents, visitors and
customers may park. Tenant shall not, however, be entitled to exclusive use of
such designated parking spaces (unless granted such right by Landlord in
writing) and Landlord may, in its
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sole discretion, reassign the location of such parking spaces at any time.
Landlord further reserves the right to promulgate rules and regulations for the
use of all Parking areas at any time during the term of this Lease.
Notwithstanding any foregoing provisions of this Section 37, Landlord shall have
the right to designate any parking area or space for the exclusive use of a
tenant or other person or persons. Tenant agrees that it will employ its best
efforts to prevent the use by Tenant's employees, agents, visitors and customers
of parking spaces allocated to other tenants.
38. NOTICES
Any notice required or permitted to be given by one party to the other
under this Lease shall be in writing and shall be effective when deposited
pursuant hereto with the Untied States Mail, Certified or Registered Mail,
Return Receipt Requested, Nationally Recognized Overnight Courier, Postage
Prepaid, addressed as follows:
If to LANDLORD: G & F INTERNATIONAL, INC.
2323 North Central Expressway
Suite #170
Richardson, TX 75080
If to TENANT:
ENTRUST
2323 North Central Expressway
Suite #360
Richardson, TX 75080
and
NTI
221 Lakeside Drive
MSE 6700
Richardson, TX 75082
Attn: Real Estate
With a copy to:
NTI
200 Athens Way
Nashville, TN 37228
Attn: Law Dept.
Either party may change its address as designated above by written notice to the
other party.
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39. FINANCIAL STATEMENTS
Tenant shall furnish Landlord from time to time when requested by Landlord
a statement of financial condition of Tenant prepared by an independent
certified public accountant and in form reasonably satisfactory to Landlord.
40. LEASEHOLD IMPROVEMENTS
If the Leased Premises are not ready for occupancy by Tenant on the lease
commencement date, because Tenant's leasehold improvements are not substantially
complete or for any other reason, the obligations of Landlord and Tenant shall
nevertheless continue in full force and effect. In the event the Leased
Premises are not ready for occupancy for reasons other than any delay in the
installation of Tenant's leasehold improvements due to any changes or additions
ordered by Tenant, then the rent hereinabove provided shall abate and not
commence until the date the leasehold improvements to the Leased Premises are
substantially complete; but such abatement of rent shall constitute full
settlement of all claims that Tenant might otherwise have against Landlord by
reason of the Leased Premises are not being ready for occupancy by Tenant on the
lease commencement date. If the Leased Premises are not ready for occupancy by
Tenant on the lease commencement date, the term of this Lease shall be extended
by the period of time which elapses between the lease commencement date and the
date the Leased Premises are ready for occupancy by Tenant, and the parties
agree to execute an agreement between them confirming any such extension of the
lease term.
41. ENTIRE AGREEMENT
Tenant and Landlord agree that as a material consideration for execution of
this Lease there are no oral representations, understandings, stipulations or
promises to this agreement that are not incorporated in this Lease, and it is
also agreed that this Lease shall not be altered, waived, amended or extended
except by written agreement signed by both parties, unless expressly provided
otherwise in this Lease.
42. SEVERABILITY
If any provision of this Lease is illegal, invalid or unenforceable under
present or future laws during the term of this Lease, it is the intention of
both parties that the remainder of this Lease shall not be affected, and that a
clause be added to this Lease as similar to such invalid or unenforceable clause
as possible and be legal, valid and enforceable.
43. CAPTIONS
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The captions of each paragraph of this Lease are added as a matter of
convenience only and shall not be considered in the construction or
interpretation of any part of this Lease.
44. BINDING EFFECT
The provisions of this Lease shall be binding and inure to the benefit of
Landlord and Tenant, respectively, and to their heirs, personal representatives,
successors and assigns, subject to the provisions of Section 26 above.
45. SPECIAL CONDITIONS
Attached hereto and made a part hereof are the following Exhibits:
Rules and Regulations
Exhibit A - Legal Description
Exhibit B - Floor Plan
Addendum A - Adjustment to Base Rental
Addendum B - Monthly Rental Due
Addendum D - Special Provisions
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EXHIBIT A
LEGAL DESCRIPTION
BEING: A part of Fall Creek Park (Phase 1) an addition to the City of
Richardson, Dallas County, Texas as recorded on Volume 84188 at Page
0096 of the Deeds Records of said Dallas County.
BEGINNING: at the Northwest corner of Lot 1 Block 1 of said Fall Creek Park;
THENCE: South 89 degrees 34 minutes 58 seconds East along the North line of
said Lot 1 Block 1 a distance of 297.63 feet;
THENCE: South 00 degrees 25 minutes 02 seconds West a distance of 287.28 feet;
THENCE: North 89 degrees 34 minutes 58 seconds West a distance of 32.63 feet;
THENCE: South 00 degrees 25 minutes 02 seconds West a distance of 143.59 feet
to a point in a curve to the left whose radius is 184.50 feet and
whose central angle is 23 degrees 03 minutes 35 seconds;
THENCE: Westerly along said curve to the left whose chord bears North 81
degrees 28 minutes 11 seconds West a distance of 73.76 feet and an arc
length of 74.26 feet;
THENCE: South 87 degrees 00 minutes 02 seconds West a distance of 78.36 feet;
THENCE: South 87 degrees 02 minutes 27 seconds West a distance of 75.89 feet;
THENCE: North 89 degrees 26 minutes 15 seconds West a distance of 39.09 feet
to a point in the West line of said Lot 1 Block 1;
THENCE: North 00 degrees 33 minutes 45 seconds East along the West line of
said lot 1 Block 1 a distance of 429.50 feet to the POINT OF BEGINNING
and containing 122,272.67 square feet of 2.807 acres of land more or
less.
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IN WITNESS WHEREOF, this Lease is entered into by the parties hereto and on
the date and year first set forth above.
TENANT: ENTRUST TECHNOLOGIES, INC.
--------------------------
By: /s/ John A. Ryan
_________________________________________
Title: President
______________________________________
LANDLORD: G. & F. INTERNATIONAL, INC.
---------------------------
/s/ Rachael Moorhead
________________________________________________________________________________
By: Rachael Moorhead______________
Title: Vice President________________
CORPORATE ACKNOWLEDGMENT
STATE OF
COUNTY OF
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared ________________________ whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was
the act of the said _____________________________, a corporation, and he/she
executed the same as the act of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ________ day of
_______________________________, 19__.
(SEAL)
_____________________________________
Notary Public in and for
_____________________________________
County
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BUILDING RULES AND AGREED REGULATIONS
1. Tenant agrees to make deposit, in amount fixed by Landlord from time
to time, for each key issued by Landlord to Tenant for its offices, and upon
termination of lease contract, to return all keys to Landlord. Landlord will
refund amount deposited on each key returned.
2. Tenant will refer all contractors, contractor's representatives and
installation technicians, rendering any service to Tenant to Landlord for
Landlord's supervision, approval, and control before performance of any
contractual service. This provision shall apply to all work performed in
building including installations of telephones, telegraph equipment, electrical
devices and attachments, and installations of any nature affecting floors, walls
woodwork, trim, windows, ceilings, equipment or any other physical portion of
building.
3. Movement in or out of building of furniture or office equipment, or
dispatch or receipt by Tenant of any merchandise or materials which requires use
of elevators or stairways, or movement through building entrances or lobby shall
be restricted to hours designated by Landlord. All the manner agreed between
Tenant and Landlord by prearrangement before performance. Such prearrangement
initialed by Tenant will include determination by Landlord and subject to its
decision and control, time, method, and routing of movement, limitations imposed
by safety or other concerns which may prohibit any article, equipment or any
other item from being brought into building. Tenant is to assume all risk as to
damage to articles moved and injury to persons or public engaged or not engaged
in such movement, including equipment, property, and personnel of Landlord if
damaged or injured as a result of acts in connection with carrying out this
service for Tenant from time of entering property to completion of work; and
Landlord shall not be liable for acts of any person engaged in, or any damage or
loss to any of said property or persons resulting from any act in connection
with such service performed for Tenant.
4. No signs will be allowed in any form on exterior of building or
windows inside or out, and no signs except in uniform location and uniform style
fixed by Landlord will be permitted in the public corridors or on corridor doors
or entrances to Tenant's space. All signs will be contracted for by Landlord
for Tenant at the rate fixed by Landlord from time to time, and Tenant will be
billed and pay for such service accordingly.
5. No portion of Tenant's area or any other part of building shall at any
time be used or occupied as sleeping or lodging quarters.
6. Tenant shall not place, install or operate on leased premises or in
any part of building, any engine, stove, or machinery, or conduct mechanical
operations or thereon or therein, or place or use in or about premises any
explosives, gasoline,
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kerosene, oil, acids, caustics, or any other inflammable, explosive, or
hazardous material without written consent of Landlord.
7. Landlord will not be responsible for lost or stolen personal property,
equipment, money, or jewelry from Tenant's area of public rooms regardless of
whether such loss occurs when area is located against entry or not.
8. No birds or animals shall be brought into or kept in or about
building.
9. Employees of Landlord shall not receive or carry messages for or to
any Tenant or other person, not contact with or render free or paid services to
any Tenant or Tenant's agents, employees, or invitees.
10. Landlord will not permit entrance to Tenant's offices by use of pass
keys controlled by Landlord, to any person at any time without written
permission by Tenant except employees, contractors, or service personnel
directly supervised by Landlord.
11. None of the entries, passages, doors, elevators, elevator doors,
hallways or stairways shall be blocked or obstructed, or any rubbish, litter,
trash, or material of any nature placed, emptied or thrown into these areas, or
such area to be used at any time except for access or egress by Tenant, Tenant's
agents, employees, or invitees.
12. The Landlord desires to maintain the highest standards of
environmental comfort and convenience for the tenantry. It will be appreciated
if any undesirable conditions or lack of courtesy or attention are reported
directly to the management.
SECURITY DEPOSIT
Amount: $5767.38
The security deposit shall be payable on the date of Tenant's execution of
this Lease and shall be held by Landlord without liability for interest and as
security for the performance by Tenant of Tenant's obligations under this Lease.
It is expressly understood that the security deposit shall not be considered an
advance payment of rental or a measure of Landlord's damages in case of default
by Tenant or upon termination of this Lease. Landlord may commingle the
security deposit with Landlord's other funds. Landlord may, from time to time,
without prejudice to any other remedy, use the security deposit to the extent
necessary to make good any arrearages of rent or to satisfy any other obligation
of Tenant hereunder. Following any such application of the security deposit,
Tenant shall pay to Landlord on demand the amount so applied in order to restore
the security deposit to its original amount. If Tenant is not in default at the
termination of the Lease, the balance of the security
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deposit remaining after any such application shall be returned by Landlord to
Tenant. If Landlord transfers its interest in the Leased Premises during the
term of this Lease, Landlord may assign the security deposit to the transferee
and thereafter shall have no further liability for the return of such security
deposit.
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ADDENDUM A
Attached hereto and made a part of the Lease Agreement dated August 1, 1997
by and between G & F International Inc. ("Landlord") and Entust Technologies,
Inc. ("Tenant").
(1) Adjustment to Base Rental
(A) For purposes of ascertaining the adjustment to Base Rental, the
following terms shall have the following meanings:
(i) "Base Amount" shall mean the actual figure per square foot of
Rentable Area in the Building for the year 1997 (to be determined
$_______);
(ii) "Basic Costs" shall mean all Building and Complex Operating Expenses;
(iii) "Complex" shall mean the Building and any other land or improvements,
including related parking facilities, now or hereafter operated, in
whole or in part, in common with the Building;
(iv) "Estimated Basic Costs" shall mean a good faith projection of Basic
Costs for the forthcoming calendar year;
(v) "Tenant's Share" shall mean the ratio determined by dividing Rentable
Area in the Premises by Rentable Area in the Building. As of the time
of execution of this Lease, Tenant's Share is 2.62%;
(vi) "Operating Expenses" shall mean all expenses, costs, and
disbursements (but not replacement of capital investment items nor
specific costs especially billed to and paid by tenants) of every
kind and nature which Landlord shall pay or become obligated to pay
because of or in connection with the ownership and operation of the
Building and/or Complex, including, but not limited to, the
following:
(a) Wages, salaries, and fees of all personnel engaged in the operation,
maintenance, or security of the Building and/or Complex and personnel who may
provide traffic control relating to ingress and egress from the parking areas
for the Building to adjacent streets. All taxes, insurance, and benefits
relating to employees providing these services shall be included;
(b) All supplies and materials used in the operation and maintenance of the
building and/or Complex;
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(c) Costs of all utilities for the Building and/or Complex, including but not
limited to, the cost of water and power, heating, lighting, air conditioning,
and ventilation;
(d) Costs of all maintenance, janitorial, and service agreements for the
Building and/or Complex and the equipment therein, including but not limited to,
alarm service, window cleaning, and elevator maintenance;
(e) Cost of all insurance relating to the Building and/or Complex, including
but not limited to, the cost of casualty and liability insurance and Landlord
personal property used in connection therewith;
(f) All taxes, assessments, and other governmental charges, whether federal,
state, county, or municipal, and whether they be by taxing districts or
authorities presently taxing responsible for taxes on its personal property and
on the value of leasehold improvements to the extent that same exceed standard
Building allowances;
(g) Cost of labor and materials in performing repairs and general maintenance
in connection with the Building and/or Complex, including without limitation,
Landlord share of all maintenance for the access road to the Building and
Landlord share of maintenance of the underground storm drainage system, but
excluding repairs and general maintenance paid by proceeds of insurance or by
Tenant or other third parties, and alterations attributable solely to tenants of
the Building other than Tenant;
(h) Amortization of the cost of installation of capital investment items which
are primarily for the purpose of reducing operating costs of the Building and/or
Complex (e.g. energy saving devices) or which may be required by governmental
authority. All such costs shall be amortized over the reasonable life of the
capital investment items by an additional charge to be added to rent and paid by
Tenant as additional rent, with the reasonable life and amortization schedule
being determined by Landlord in accordance with generally accepted accounting
principles, but in no event to extend beyond the reasonable life of the
Building;
(i) Landlord accounting, auditing, legal, and management fees applicable to the
Building and/or Complex; such operating expenses shall be computed on a modified
cash basis. All operating expenses shall be determined pursuant to accepted
accounting principles which shall be consistently applied.
(B) For each calendar year of the term of this Lease, Base Rental shall be
adjusted upward by the amount of Tenant's Share of the increase, if any of Basic
Costs over the Base Amount.
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Prior to January 1st of each year during the term of this Lease, or soon
thereafter, Landlord shall provide Tenant with Estimated Basic Costs for the
calendar year ahead and Tenant's Share of the Increase of Estimated Basic Costs
over the Base Amount; thereafter, Tenant's Share of the increase of Estimated
Basic Costs over the Base Amount; shall be paid in twelve equal monthly
installments together with the monthly installment of rental due hereunder.
(C) By June 1, 1998 and each June 1st thereafter throughout the term of this
Lease, or as soon thereafter as practical, Landlord shall furnish to Tenant a
statement of Basic Costs for the previous calendar year. A lump sum payment
(payment shall be deemed a payment of rent hereunder) will be made either from
Tenant to Landlord, or, from Landlord to Tenant within thirty (30) days
following the delivery of said statement equal to the difference between
Tenant's Share of the increase of actual Basic Costs over the Base Amount and
Tenant's Share of the increase of Estimated Basic Costs over the Base Amount for
the previous calendar year. The effect of this reconciliation payment is that
Tenant will pay during the term of this Lease its share of Basic Cost increases
over the original $_______________/square foot Base Amount and no more (to be
determined based on 1997 actual expenses).
(D) Tenant at its expense shall have the right to all reasonable times,
following prior written notice to Landlord, to audit Landlord books and records
relating to this Lease for any year or years for which Base Rental is adjusted
pursuant to this Addendum hereof; or at Landlord's sole discretion, Landlord
will provide such audit prepared by a certified public accountant.
(E) If this Lease shall terminate on a date other that the last day of a
calendar year, the amount of any adjustment between Estimated Basic Costs and
Actual Basic Costs with respect to the calendar year in which termination occurs
shall be prorated on the basis which the number of days from the commencement of
such calendar year to and including such termination date bears to 365; and any
amount payable by Landlord to Tenant or Tenant to Landlord with respect to such
adjustment shall be payable within thirty (30) days after delivery by Landlord
to Tenant of the statement of Actual Basic Costs with respect to such calendar
years.
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ADDENDUM B
Attached hereto and made a part of the Lease Agreement dated ____________,
1997 by and between G & F International, Inc. ("Landlord") and Entrust
Technologies, Inc. "Tenant").
Monthly Rental Due:
August 1, 1997 January 31, 1999 $5,767.38
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ADDENDUM D
Special Provisions
------------------
-- Tenant shall be granted a one time right to cancel this Lease Agreement
following the 12th month of the term provided Tenant provides Landlord not
less than sixty (60) days written notice of Tenant's desire to exercise
such right and Tenant pays to Landlord an amount equal to three months
rental plus the unamortized portion of the lease commission Landlord paid
to Tenant's Broker. Such payments for early cancellation shall be due at
the time notice is provided in order for Tenant to properly exercise this
right.
-- Landlord agrees to cut door opening and install door on South wall of
reception area (as the space is presently designed.) Landlord further
agrees to allow Tenant to clean the existing carpeting within Tenant's
Leased Premises and construct a box amount the existing telephone equipment
presently mounted on the wall at the North end of the Leased Premises, any
contractors Tenant uses for such work must be approved by Landlord before
beginning work.
Consequential Damage Provision
------------------------------
Notwithstanding anything to the contrary herein, in no event shall the
parties be liable to each other or any party claiming through or on behalf
of Landlord or Tenant, for any indirect, special or consequential damages,
including without limitation, lost profits or revenues arising from breach
of this Lease or otherwise. This limitation shall not, however, apply to
claims relating to bodily injury or damage to tangible property caused by
Tenant's negligence or Landlord's negligence.
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