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Office building—Data processing center. MADE this _________ day of _________[year], by and between CORPORATION, a Delaware corporation, having its principal office at _________ Drive, _________, _________, Lessor, and _________ CORPORATION, a Delaware corporation, having its principal office _________, _________, _________, Lessee. WITNESSES: That Lessor, for and in consideration of $1.00, the receipt and sufficiency of which is acknowledged, and of the covenants and agreements herein mentioned to be performed by Lessee, does hereby lease and demise to Lessee, and Lessee does hereby lease from Lessor, the areas herein described situated in Lessor's General Office Building in _________, _________, upon the following terms and conditions: 1. DESCRIPTION OF LEASED AREAS: This Data Center Lease covers and includes all that certain area of Lessor's General Office Building located at _________ Drive, _________, _________, indicated and described in Exhibit 4-A attached hereto and made a part hereof ("Premises"). 2. USE BY LESSEE OF THE PREMISES: The Premises shall be used by Lessee only for data processing purposes. 3. OCCUPANCY: Lessee shall be entitled to continue its present occupancy of the Premises without interruption. 4. RENT: Lessee shall not be responsible for payment of rent and Lessee shall occupy the Premises at no cost. 5. TERM: This Data Center Lease shall commence on the date hereof and continue for the duration of the Contract Term of the Data Processing Agreement; provided, however, that in the event the Data Processing Agreement is earlier terminated by Lessor pursuant thereto, this Data Center Lease shall also terminate as of the termination date of the Data Processing Agreement. 6. QUIET ENJOYMENT: Provided that Lessee complies with all of its obligations under this Data Center Lease, Lessor shall not interfere with the peaceful and quiet occupation and enjoyment of the Premises by Lessee during the term. 7. CONDITION OF PREMISES: The Premises are leased to Lessee in their present physical condition and Lessor makes no representation or warranty with respect thereto. 8. TAXES, ASSESSMENTS AND UTILITIES: Lessor shall be responsible for all taxes, assessments and charges with respect to the Premises, including, but not limited to, real estate taxes, water and sewer charges, electric and other utility charges and other expenses of operating the Premises except those costs required to be assumed by Lessee under the Data Processing Agreement. 9. OBLIGATIONS OF LESSEE: Lessee will, at its expense: (a) comply with all existing and future federal, state, and county and local statutes, laws, enactments, ordinances, rules, regulations, orders and other governmental requirements ("Governmental Requirements") applicable to the leased areas or to Lessee's use or occupancy thereof, including, but not limited to, workmen's compensation laws and the Occupational Safety and Health Act of 1970 and all Governmental Requirements issued thereunder, and hold harmless, indemnify and defend Lessor from and against any claims, suits, damages, losses, costs and expenses, including reasonable attorneys' fees, made against or sustained by Lessor as a result of Lessee's failure to comply with any Governmental Requirements; (b) be responsible for and protect itself against all risk of loss or damage by fire or other casualty to its own property, equipment and material; and (c) pay all taxes which may be levied upon or assessed against all of Lessee's property, equipment and material. 10. RIGHTS OF INGRESS AND EGRESS: Lessor agrees to allow Lessee, its employees and agents, first floor access to the Premises, including all necessary ingress and egress to and from all areas of the Premises. 11. SECURITY: Lessor shall be responsible for maintaining the security of the Premises. Access to the Premises by third parties will be restricted in a manner similar to that in force prior to _________[year], and Lessor shall be responsible for enforcing such restricted access. 12. INSURANCE: Lessee shall be responsible for insuring its equipment located in the Premises, but shall not otherwise be responsible for risk of loss or damage to the Premises. Lessor hereby waives on behalf of itself and its insurers all rights of subrogation for loss or damage allegedly caused by Lessee, its employees or agents and Lessor hereby agrees to indemnify Lessee in the event of any such claim. 13. MAINTENANCE AND REPAIR: Lessor, at its expense, will maintain the Premises and all related electrical and HVAC devices servicing the Premises in good condition, reasonable wear and tear excepted, and in compliance with law. Lessee shall have reasonable access to all electrical and HVAC devices servicing the Premises. 14. ALTERATIONS AND ADDITIONS: Lessee shall not make any alterations or additions to the Premises without the prior written consent of Lessor. 15. SURRENDER AND REMOVAL OF LESSEE'S EQUIPMENT: Upon the termination of this Data Center Lease, and not prior to such termination without the written consent of Lessor, Lessee shall have 60 days to remove at its own cost any equipment owned or leased by Lessee from the Premises and items listed on Exhibit 4-B from other areas of Lessor. Upon 10 days written notice to Lessor, Lessee may remove at any time during the term hereof at its cost any of the equipment listed on Exhibit 4-C which may be located in other areas of Lessor. Lessee shall be responsible for any damages to the Premises, or other areas of Lessor, caused as a result of any such removal. Any equipment or other personalty of Lessee remaining at the Premises more than 60 days after the expiration of this Data Center Lease shall be deemed to have been abandoned by Lessee and may be disposed of by Lessor. 16. DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY: This Data Center Lease shall immediately terminate upon any substantial destruction of the Premises. 17. DATA PROCESSING AGREEMENT: In the event of any conflict between the terms and provisions of this Data Center Lease and the Data Processing Agreement, or in the event that this Data Center Lease is silent as to anything covered by such Data Processing Agreement, the terms and provisions of the Data Processing Agreement shall control. 18. CONDEMNATION: If the Premises or any necessary and substantial part thereof is taken by eminent domain, this Data Center Lease shall terminate on the date of such taking. 19. SUBORDINATION: This Data Center Lease shall be subject and subordinate to any mortgage, deed of trust or other security instrument, now or in the future, encumbering the Premises. 20. LESSOR'S STATUTORY RIGHTS: Nothing herein contained shall restrict or limit any rights or remedies which Lessor has or shall have under the laws of the State of _________ now or hereafter in effect. 21. NOTICES: Any notice which may be required or permitted to be given under any provisions of this Data Center Lease shall be deemed to have been effectively given and received upon deposit in the United States registered or certified mail, postage prepaid, addressed as follows: If to Lessor: _________ with a copy to: _________ If to Lessee: _________ with a copy to: _________ Either party may change its address for purposes of this provision by giving written notice of such change in the manner above provided. 22. LIENS: Lessee shall not suffer or permit any mechanic's, laborer's or materialman's lien to stand against the Premises or any part thereof, or against the interest of Lessee in the Premises, by reason of any work, labor, services or materials done for or supplied to or claimed to have been done for or supplied to Lessee or anyone holding the Premises or any part thereof through or under Lessee. If any such lien shall at any time be filed, Lessee shall cause the same to be discharged or bonded of record within 30 days after Lessee shall have learned of the same, by either payment, deposit, or bond; provided, however, that such discharge or bonding of record must be sufficient (a) to permit Lessor to obtain title insurance with no exception for such lien and (b) to prevent the holder of the lien from causing a sale, foreclosure or other title divestiture with respect to the Premises or any portion thereof. If Lessee shall fail so to discharge or bond any such lien within such 30 day period, then, in addition to any other right or remedy of Lessor, Lessor may, but shall not be obligated to, procure the discharge of the same either by paying the amount claimed to be due by deposit or bonding, or Lessor shall be entitled, if it so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor, with interest, costs and allowances. Any amount paid or deposited by Lessor for any of the aforesaid purposes, and all costs and other expenses of Lessor, including reasonable counsel fees, in defending any such action or in procuring the discharge of such lien, with all necessary disbursements in connection therewith, together with the late charge from the date of payment or deposit by Lessor, shall be payable by Lessee to Lessor within 5 days of demand therefor. Nothing in this Data Center Lease shall be deemed to be the consent or request of Lessor, expressed or implied, for the performance of any labor or the furnishing of any materials for any construction, alteration, restoration or repair of, to or on the Premises, or any part thereof, nor as giving Lessee any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials which give rise to any lien against Lessor's interest in the Premises. Lessor shall have the right to post and keep posted at all times on the Premises any notices which Lessor shall deem appropriate for the protection of Lessor and the Premises from any such lien. 23. ASSIGNABILITY: This Data Center Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but Lessee shall have no right to assign this Data Center Lease or to sublet the Premises, or any part thereof, either voluntarily or by operation of law, without the prior written consent of Lessor. 24. FORCE MAJEURE: Neither Lessor nor Lessee shall be responsible for delay or failure of performance of any of its obligations under this Data Center Lease caused in whole or in part by: Acts of God, wars, riots, fires, explosions, breakdowns or accidents; strikes, lockouts or other labor difficulties; lack or shortages of labor, materials, utilities, energy sources, compliance with governmental rules, regulations or other governmental requirements; any other like causes; or any other unlike causes beyond the control of the party whose performance is affected thereby. The foregoing shall be in addition to and not in limitation of any excuses for nonperformance available to the party whose performance is affected under any applicable law. The party whose performance is so affected shall make all reasonable efforts to remove such disability as soon as possible, except for labor disputes which shall be solely within said party's discretion. 25. INTEGRATION: This Data Center Lease sets forth the entire agreement and understanding between the parties as to the subject matter of this Data Center Lease and any and all prior or contemporaneous proposals, negotiations, agreements, commitments and representations, oral or written, are merged herein. This Data Center Lease may not be modified or amended except by means of a writing duly executed by the parties subsequent to the date hereof which states that it is intended to amend this Data Center Lease. 26. MISCELLANEOUS: Each provision hereof shall be separate and independent and if any provision hereof or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, as the case may be, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the extent permitted by law. No waiver of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach of the same or any other provision. 27. CAPTIONS: The captions set forth at the beginning of each of the numbered paragraphs of this Data Center Lease are intended for purposes of reference only and are of no legal force and effect. In witness whereof, the parties hereto have executed this Data Center Lease, in duplicate, by their respective duly authorized officers as of the day first above written.
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