Exhibit 10.1
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LEASE AGREEMENT
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THIS LEASE ("Lease") is made and effective on this 24th day of
January, 2007, by and between JNL REAL ESTATE, LLC, a Pennsylvania
limited
liability company ("JNL"); EASTWOOD ASSOCIATES, LLC, a Pennsylvania
limited
liability company ("Eastwood"); and HBL HOLDINGS, LLC, a
Pennsylvania limited
liability company ("HBL"), collectively trading and doing business
as 925
BERKSHIRE BOULEVARD JOINT VENTURE ("Lessor"), the fee simple owners
of the real
estate located at 925 Berkshire Boulevard, Wyomissing, Berks
County,
Pennsylvania 19610, Berks County, Pennsylvania.
A N D
CIMNET, INC. , a Delaware business corporation with a principal
place of
business at 925 Berkshire Boulevard, Wyomissing, Berks County,
Pennsylvania
19610 ("Lessee") (hereinafter sometimes collectively referred to as
the
"Parties").
AGREEMENT
The Parties, INTENDING TO BE LEGALLY BOUND, for good and
adequate consideration, the receipt of which is hereby
acknowledged, agree as
follows:
1.
Lease of Premises. Lessor does hereby demise and let to Lessee
all that certain portion of the real estate located at 925
Berkshire Boulevard,
Wyomissing, Berks County, Pennsylvania 19610, consisting of a
portion of the
approximately twenty thousand eight hundred (20,800) square foot
two-story
building and parking area associated therewith ("Premises" or
"Property"), to be
used and occupied solely for the operation of Lessee's business.
The leased
space of Lessee shall consist of that portion of the Premises
located on the
first (1st) and second (2nd) floor of the Premises, plus parking
area associated
therewith.
2.
Base Rent. Minimum base rental for the Premises is Four
Hundred Seventy Thousand Eighty and 00/100 Dollars ($470,080.00)
for the first
one (1) year after execution of this Lease, payable in monthly
installments, in
advance, without demand, during the Term, as defined herein, in the
sum of
Thirty Nine Thousand One Hundred Seventy Three and 33/100 Dollars
($39,173.33),
on the first day of each month ("Base Rent"). The aforementioned
rental amounts
for the Premises are based on an amount of Twenty Two and 60/100
Dollars
($22.60) per square foot. Each year after 2007, on February 1, the
Base Rent
shall automatically increase by two percent (2%). In the event
Lessee holds over
and wrongfully continues possession of the Premises after the
expiration of the
Term (hereinafter defined) or any extension of the Term, Lessee
will be deemed
to be occupying the Premises at sufferance for a month-to-month
tenancy, without
limitation on any of Lessor's rights or remedies thereunder,
subject to all the
terms and conditions of this Lease, except that the Base Rent and
additional
rent shall be increased to twice the Base Rent and additional rent
payable for
the last month or quarter of the Term, respectively, prior to the
holdover.
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3.
Additional Rent.
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a.
Damages for Default. Lessee agrees to pay as rent, in
addition to the minimum rental, any and all sums which may become
due by reason
of the failure of Lessee to comply with all of the covenants of
this Lease and
any and all damages, costs and expenses which Lessor may suffer or
incur by
reason of any default of Lessee or failure on Lessee's part to
comply with the
covenants of this Lease, and each of them, and also any and all
damages to the
Premises caused by any act or neglect of Lessee.
b.
Operation/Additional Expenses. Lessee agrees to pay
any and all other operating and additional expenses incorporated
herein by
reference, including but not limited to heating, cooling, water,
sewer,
electric, telephone, television cable, and any and all other
utilities, relating
to the Premises, and notwithstanding any other provision of this
Lease, the
responsibility for all costs relating to the operation, maintenance
and
ownership of the Premises shall be borne by Lessee, except as
specifically
allocated to the Lessor in Paragraph three (3) of this Lease and
elsewhere.
c.
Payment and Adjustment of Additional Rent. Lessor has
included the costs associated with real estate taxes, fire
insurance,
condominium fees, trash removal, lawn care and shrubbery,
janitorial services,
alarm system, service agreements for HVAC, Pest control, Elevator
and Sprinkler
systems and snow and ice removal in the Base Rent for the first one
year after
the execution of this Lease. After the first year of the Lease and
after each
year thereafter, Lessor will have the option to adjust the Base
Rent above and
beyond the Base Rent adjustment percentage as described in Section
2 of this
Agreement to include any increase over the previous year's fees for
the above
mentioned costs (real estate taxes, fire insurance, condominium
fees, trash
removal, lawn care and shrubbery, janitorial services, alarm
system, service
agreements for HVAC, Pest control, Elevator and Sprinkler systems
and snow and
ice removal) included in the Base Rent or any additional rent,
operating
expenses, fees or charges of any kind, which are subject of this
Lease or any
new amounts of additional rent, operating expenses, fees or charges
of any kind.
These new amounts or additional amounts shall be calculated by
Lessor and
delivered in writing to Lessee. Within thirty (30) days after
delivery of such
statement from Lessor, Lessee shall pay for all charges shown to be
due by such
statement. If for any reason, Lessee does not receive such a
statement from
Lessor, this shall not constitute a waiver of Lessor's right to
collect all
amounts due.
d.
Security Deposit/First Month's Rent/Last Month's
Rent. Lessee shall pay a security deposit to Lessor in the amount
of Thirty Nine
Thousand One Hundred Seventy Three and 33/100 Dollars ($39,173.33)
upon
execution of this Lease. Additionally, upon execution of this
Lease, Lessee
shall pay to Lessor an aggregate amount of Thirty Nine Thousand One
Hundred
Seventy Three and 33/100 Dollars ($39,173.33) constituting the
first month's
Base Rent.
4.
Term. The term of this Lease commences on February 1, 2007,
and ends seven (7) years thereafter, or upon the occurrence of an
event causing
the termination of this Lease as set forth herein.
Place of Payment. All rent shall be payable without prior
notice or demand to 925 Berkshire Boulevard Joint Venture at P.O.
Box 382,
Reading, PA 19607, or at such other place as Lessor may from time
to time
designate by notice in writing to Lessee.
5.
Affirmative Covenants of Lessee. Lessee covenants and agrees
that it will without demand:
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a.
Payment of
Rent. Pay the rent and all other charges
reserved as rent in this Lease at the times and at the place that
the same are
payable, without failure; and, if Lessor shall at any time or times
accept said
rent or rent charges after the same shall have become delinquent,
such
acceptance shall not excuse delay upon subsequent occasions, or
constitute or be
construed as a waiver of any of Lessor's rights. If Lessee fails to
pay the rent
on the day when the same shall become due and payable, and such
failure shall
continue for a period of ten (10) days, Lessee shall pay to Lessor
a service
charge at the rate of one percent (1%) per month on the amount of
such rent or
any additional rent, or all of them, for each month or portion of a
month that
the same shall remain unpaid; provided, however, that such service
charge shall
in no event be less than Fifty and 00/100 Dollars ($50.00) for any
month or
portion of a month that basic rent or any additional rent shall
remain unpaid.
Such service charge shall be imposed for the purposes of
defraying
administrative expenses of Lessor and is not intended as a penalty
against
Lessee. Lessee agrees that any charge or payment herein reserved,
included, or
agreed to be treated or collected as rent and/or any other charges,
expenses or
costs herein agreed to be paid by Lessee may be proceeded for and
recovered by
Lessor by legal process in the same manner as rent due and in
arrears, with
Lessee being solely responsible to reimburse to Lessor any and all
amounts
Lessor incurs related to collection of Base Rent or additional
rent, including
but not limited to reasonable attorneys' fees, costs and
expenses.
b.
Cleaning, Repairing, Etc. Keep the Premises clean and
free from all ashes, dirt, and other refuse matter; replace all
glass windows,
including plate glass windows, doors, etc., broken and repair all
damage to
plumbing in the Premises and to the Premises in general, which
damage resulted
from the intentional or negligent acts of Lessee or its agents,
employees,
guests and invitees; keep the same in good order and repair as they
are now,
reasonable wear and tear and damage by accidental fire or other
casualty not
occurring through negligence of Lessee or those employed by or
acting for Lessee
alone excepted; provided that such repairs must be performed by
persons who
Lessor has approved prior to the time that such repairs are made.
Lessee agrees
to surrender the Premises in the same condition in which Lessee has
herein
agreed to keep the same during the continuance of this Lease,
except as to any
renovations as agreed to by Lessor in accordance the Lease. In the
event Lessee
fails to perform its obligations to repair, replace or maintain,
after thirty
(30) days' written notice from Lessor of the need for such repair,
replacement
or maintenance, Lessor may enter the Premises and make such repairs
or
replacements or perform such maintenance or cause such repairs or
replacement to
be made or maintenance to be performed at its own expense. Upon
Lessor's notice
to Lessee of the performance and cost of any maintenance, repairs
or
replacement, Lessee shall immediately reimburse Lessor for any
reasonable costs
incurred by Lessor, together with interest on any such sum with
interest at the
rate of seven percent (7%) per annum until the date paid by Lessee
to Lessor.
c.
Drain Pipes/Equipment. Lessee shall keep all drain
pipes and other equipment free of grease and other waste products.
Lessee shall
install and/or maintain grease traps and other appurtenances
necessary to keep
the drains free of grease and other waste. Lessee shall be
responsible for all
repair and maintenance to all drains.
d.
Requirements of Public Authorities. Comply with any
requirements of any of the constituted public authorities, and with
the terms of
any State or Federal statute or local ordinance or regulation
applicable to
Lessee or his use of the Premises and save Lessor harmless from
penalties,
fines, costs or damages resulting from failure to do so.
e.
Fire. Use every reasonable precaution against fire.
Lessee shall be responsible for installing fire extinguishers on
the Premises
and shall have such extinguishers or those extinguishers currently
on the
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Premises maintained on a yearly basis at Lessee's expense. Lessee
shall provide
a written certification to Lessor from an inspection agency that
such
extinguishers have been inspected.
f.
Surrender of Possession. Peaceably deliver up and
surrender possession of the Premises to Lessor at the expiration or
sooner
termination of this Lease, promptly delivering to Lessor at the
above mentioned
location all keys for the Premises. During the final ninety (90)
days of the
Term, Lessor, Lessor's agents and any persons authorized by Lessor
shall have
the right to enter the Premises at all reasonable times to inspect
and show the
Premises to prospective tenants or purchasers.
g.
Notice of Fire, Etc. Give to Lessor prompt written
notice of any accident, fire, or damage occurring on or to the
Premises.
h.
Indemnification. Indemnify and save Lessor harmless
from any and all loss occasioned by Lessee's breach of any of the
covenants,
terms and conditions of this Lease, or caused by its family,
guests, invitees,
visitors, agents and employees.
i.
Insurance. Lessee shall insure and keep insured the
Premises with insurance companies reasonably acceptable to Lessor,
and shall
procure, pay for, and deliver to Lessor the policies of insurance
covering the
following:
Lessee shall during the full term of this
Lease and any renewal hereof, at the expense of Lessee, (1) insure
the fixtures
and equipment belonging to Lessor and Lessee against loss or damage
by fire, (2)
carry public liability insurance providing for a minimum of One
Million Dollars
($1,000,000.00) per person, Two Million Dollars ($2,000,000.00) per
accident,
and Five Hundred Thousand Dollars ($500,000.00) for property
damage, (3) procure
a policy for accident or damages in the Premises, on parking areas
and sidewalks
in front thereof, and in entrance ways and other portions of the
building in the
control or use of Lessee, in the amounts set forth in (2)
above.
During any construction or equipping of the
Premises by Lessee, Lessee shall, at the expense of Lessee, carry
the types and
amounts of insurance that Lessor may from time to time reasonably
request, to
insure Lessor against loss or damage by reason of accident, fire,
damage, or
other casualty during any construction.
Proof of insurance shall be provided to
Lessor by Lessee at the beginning of this Lease and on each
anniversary date
thereafter. Proof shall include without limitation certificates of
insurance,
policies of insurance, and receipted bills or other evidence of
payment. In the
event that Lessee fails to deliver proof of insurance as aforesaid,
Lessor may,
but has no obligation to, after fifteen (15) days notice to Lessee,
take out the
required policies and charge Lessor's costs to Lessee as additional
rent, to be
paid by Lessee on the next rental payment following the date on
which Lessor
takes out the policies.
j.
Machine/Equipment Noise, Vibration, etc. Limit and
maintain any vibration, noise, cold or heat from business machines
and
mechanical, electrical, electronic and computerized equipment
belonging to
Lessee, which may be objectionable to Lessor, by maintaining at the
expense of
Lessee settings of cork, rubber or spring type vibration
eliminators sufficient
to absorb and prevent such vibration and noise.
k.
Water/Wash Closets and Plumbing Fixtures. Not use
water and wash closets and other plumbing fixtures for any purposes
other than
those for which such closets and fixtures were designed or
constructed, and
shall not deposit sweepings, rubbish, rags, acids or other
substances therein.
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l.
Mechanics' Liens. Lessee shall promptly pay any
contractors and materialmen who supply labor, work or materials to
Lessee at the
Premises so as to avoid the possibility of a lien attaching to the
Premises.
Lessee will not permit any mechanics' lien or liens to be placed on
the Premises
or improvements to the Premises. If an mechanics' lien claim is
filed on the
Premises or improvements to the Premises, Lessee will promptly
cause the
claim/lien to be discharged of record by payment, deposit, bond,
order of court
or otherwise or will pay the claim/lien. If default in payment of
the claim/lien
continues of record for thirty (30) days after written notice from
Lessor to
Lessee, Lessor may, at its option, pay the claim/lien or any
portion thereof
without inquiry as to its validity. Any amounts paid by Lessor to
remove a
mechanics' lien caused to be filed against the Premises or
improvements thereon,
including expenses and interest (including reasonable attorneys'
fees, costs and
expenses), shall be due from Lessee to Lessor and shall be repaid
to Lessor
immediately upon receipt of notice, together with interest at the
rate of seven
percent (7%) per annum from the date Lessor paid to remove such
lien until the
date Lessee repays Lessor. Nothing in this Lease is intended to
authorize Lessee
to do or cause any work or labor to be done or any materials to be
supplied for
the account of Lessor; all of the same to be solely for Lessee's
account and at
Lessee's risk and expense. Throughout the Term and any extensions
thereto, the
term "mechanics' lien" is used to include any lien, encumbrance or
charge levied
or imposed upon the Premises or any interest therein or income
therefrom on
account of any mechanics', laborers' or materialmens' lien or claim
arising out
of any debt or liability to or any claim or demand of any
contractor, mechanic,
supplier, materialman or laborer.
m.
Estoppel Certificate. Lessee agrees to execute and
deliver to any mortgagee or purchaser of the Premises, immediately
upon request,
an estoppel certificate stating the amount of rent due from Lessee
hereunder,
that this Lease remains in full force and effect without
modification, and that
Lessee has no set-offs against any rental payments; or, if this
Lease has been
modified, or if Lessee has any set-offs against any rental
payments, the exact
nature of the modifications and the precise amount of the
set-offs.
6.
Negative
Covenants of Lessee. Lessee covenants and agrees that
it will do none of the following things without first obtaining the
consent, in
writing, of Lessor, which consent Lessor shall not unreasonably
withhold, and
without providing Lessor with reimbursement for any expenses
incurred or
incidental to Lessee's proposed action:
a.
Use of Premises. Occupy the Premises in any other
manner or for any other purpose than as set forth in Paragraph One
(1) of this
Lease.
b.
Assignment and Subletting. Assign, mortgage or pledge
this Lease or under-let or sub-lease the Premises, or any part
thereof, or
permit any other person, firm or corporation to occupy the
Premises, or any part
thereof; nor shall any assignee or sub-Lessee assign, mortgage or
pledge this
Lease or such sub-lease, without an additional written consent by
Lessor, and
without such consent no such assignment, mortgage or pledge shall
be valid. If
Lessee becomes embarrassed or insolvent, or makes an assignment for
the benefit
of creditors, or if a petition in bankruptcy is filed by or against
Lessee or a
bill in equity or other proceeding for the appointment of a
receiver for Lessee
is filed, or if the real or personal property of Lessee shall be
sold or levied
upon by any Sheriff, Marshall or Constable, the same shall be a
violation of
this covenant.
c.
Machinery. Use or operate any machinery that, in
Lessor's sole but reasonable opinion, is harmful to the
building.
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d.
Fire Insurance. Do or suffer to be done, any act,
matter or thing objectionable to the fire insurance companies
whereby the fire
insurance or any other insurance in force or hereafter to be placed
on the
Premises, or any part thereof, or on the building of which the
Premises is a
part, shall become void or suspended, or whereby the same shall be
rated as a
more hazardous risk than at the date of execution of this Lease, or
employ any
person or persons objectionable to the fire insurance companies or
carry or have
any benzine or explosive matter of any kind, except as needed for
welding and
cutting in Lessee's business operation, in and about the Premises.
In case of a
breach of this covenant (in addition to all other remedies given to
Lessor in
case of
