LEASE AGREEMENT
THIS INDENTURE OF LEASE MADE THIS 1st DAY OF September, 1996 WITNESSETH:
That CALIFORNIA MICROWAVE, INC. First Party, (hereinafter called the
'Landlord'), does hereby demise and lease PARAVANT COMPUTER SYSTEMS, INC. Second
Party, (hereinafter called the 'Tenant'), the premises known and described as
approximately 17,314 square feet of space located in the building containing
approximately 40,000 square feet of space having a street address of 0000 X.
XXXX XXXXXXXXX, XXXXX X Xxxxxxxxx, Xxxxxx of Brevard, State of Florida, located
on the real property as more particularly described in Exhibit A. Tenant may use
any legal alternative mailing address as deemed legal by the U. S. Postal
Service.
1. TERM. The term of this lease shall be 64 months beginning on the 1st day
of September, 1996, and terminating on the 31st day December, 2001, unless the
term hereby demised shall be sooner terminated as hereinafter provided.
2. RENT. In consideration of said demise, the Tenant agrees to pay to the
Landlord as rent for said premises as follows:
09/01/96 - 11/30/96 $0.00
12/01/96 - 02/28/97 $1,500.00 per month
03/01/97 - 08/31/97 $3,000.00 per month
09/01/97 - 12/31/01 $8,657.00 per month
and $1,197.55 per month as an escrow payment for taxes and insurance beginning
September 1, 1997, as set forth below, plus 6% sales tax or such sales tax as
may be subsequently provided by Florida Law, and in addition thereto such sums
as may accrue as additional rent hereunder by virtue of the provisions of this
lease as hereinafter set forth, all payable in cash or its equivalent. All such
sums shall be due and payable in advance on the 1st day of each and every
calendar month during said term at the office of CALIFORNIA MICROWAVE, INC.,
000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxx, XX 00000 or at such other place
as the Landlord from time to time in writing may designate. For purposes of this
lease, Tenant's pro rata share of building use and expenses will be calculated
at 43%.
3. ALTERATIONS. The Tenant agrees that Tenant will make no alterations in,
or additions or improvements to said premises without in each case the written
consent of Landlord first being had and obtained. Such consent shall not be
unreasonably withheld or delayed. Drawings and specifications of the proposed
alterations shall be submitted when Tenant requests the said approval. Tenant
agrees that Tenant will make all such alterations, additions, or improvements in
or to premises at the expense of Tenant. Tenant agrees that in making any such
alterations, additions, or improvements and in occupying and using said
premises, Tenant will comply with the Building Code and ordinance of the City,
and all the laws of the State in which said premises are located, pertaining to
such work and/or such use or occupancy; it being further agreed that any
additions, alterations, or improvements made by Tenant (except only movable
store and office furniture and fixtures) shall become and remain a part of the
building and be and remain the property of Landlord upon the termination of this
EXHIBIT 'A'
lease or the Tenant's occupancy of said premises; provided, however, that the
Landlord by giving written notice to Tenant at the time consenting to the making
of any such additions, alterations, or improvements may require Tenant to
restore said premises to the same condition they were in immediately before the
making of such additions, alterations, or improvements. The interest of the
Landlord shall not be subject to liens for improvements made by Tenant. Tenant
agrees that Tenant will save harmless Landlord from and against all expenses,
liens, claims, or damages to either property or person which may or might arise
by reason of the making of any such repairs, alterations, additions, or
improvements. Attached is a sketch of the improvements Paravant intends to
install immediately upon occupancy of the lease which California Microwave will
approve unless in violation of any of the terms above (Exhibit B).
4. SECURITY DEPOSIT. Intentionally deleted. See Paragraph 39.
5. LATE PAYMENT. Any payment of rent or escrow for taxes and insurance or
any other payment required hereunder which is received by Landlord more than
seven (7) days after the same is due shall incur a late payment penalty of five
percent (5%) of the payment due for any such late payment. The said penalty
shall be applied for each month that any payment remains unpaid. All payments to
the Landlord may be applied to any late payment penalties before being applied
to rent. Date of payment is agreed to be the date of postmark.
6. ESCROW. In addition to all other obligations set forth herein, Tenant
agrees to pay to Landlord to hold in escrow for the payment of taxes and
insurance 1/12th of the yearly premium for hazard insurance plus 1/12th of the
yearly taxes as estimated by Landlord. These amounts shall be paid at the same
time and in the same manner as rent provided herein above. Landlord shall apply
such fund to the payment of taxes and insurance, and if the amount held by
Landlord is not sufficient to pay taxes and insurance as they fall due, Tenant
shall pay to Landlord any amount necessary to make up the deficiency within ten
(10) days from written notice by Landlord. Landlord shall not be required to pay
any interest on the moneys so held. Landlord shall provide a complete accounting
of all escrow funds annually by November 30th. Landlord shall maintain and
tenant shall pay for fire and extended coverage insurance on the premises in not
less than ninety percent (90%) of the full replacement cost of the improvement.
Both parties acknowledge that the purchase of this insurance must be done by the
Landlord as multiple occupancies are involved. Tenant shall be entitled to
examine the policies of all of the occupants of his building to satisfy himself
that rates are kept competitive. If policies are found uncompetitive, Landlord
will accept the lowest bidding policy if it is 10 percent or greater less than
Landlord's policy. This policy must be from a similar reputable insurance
company with at least the same rating. Tenant shall only pay for that portion of
the building under lease according lo the fire rating assigned to his use.
7. TENANT'S INSURANCE. During the term of this lease, and any extension
thereof, Tenant shall, at its own cost and expense, maintain and provide general
liability insurance coverage for the benefit and protection of Tenant. Landlord
and Landlord's managing agent, as their interest may appear in an amount not
less than $2,000,000 combined single limit for personal injury, bodily injury
and property damage against liability of Tenant and its authorized
representatives arising out of or in connection with the Tenant's use or
occupancy of the leased premises or the common area Landlord and
Landlord's managing agent shall be named as additional insured parties in all
such insurance policies, as their respective interest may appear. Such insurance
shall be with a company or companies reasonably acceptable to Landlord and
admitted to do business in the state in which the building is located. All such
insurance policies shall be maintained by Tenant in full force and effect and 30
days' written notice to Tenant prior to cancellation or material change shall be
provided to Landlord. Should Tenant fail to carry such insurance and furnish
Landlord with the required insurance certificates after notification from
Landlord to do so, Landlord shall have the right to obtain such insurance and
Tenant shall pay the cost thereof to Landlord upon demand.
8. SIGN. Paravant may install 22 foot long by 3 foot wide by 1 foot deep
lighted sign on the north face of the building occupied by Paravant at its own
expense to identify the tenancy. Paravant may also install a sign on the rear of
the building for deliveries. These signs are subject to any rule or regulation
governing the placement, size or type of signs placed by the local governments.
9. RENT INCREASES. Beginning September 1, 1998, the basic rent as set forth
in Paragraph 2 of this lease shall be increased by an amount equal to the
national annual consumer price index (CPI-U) as computed from each anniversary
date. The increase will be compounded so that each successive year the basic
rent is more than the basic rent for the previous year, and such increase shall
be capped at 5% in any year, but shall be cumulative from September 1, 1998.
Landlord will give 30 days notice in any increase under this clause including
the calculation.
10. WATER USE. Landlord agrees to provide water for Tenant. Landlord shall
apportion the water use on a per square footage basis and Tenant agrees to pay
initially the amount of $173.14 per month to reimburse Landlord for water use.
Landlord reserves the right to install and maintain a separate water meter.
11. USE. The Tenant agrees that said premises shall be used for the purpose
of office and manufacturing and no other purpose and shall be used and occupied
in a careful and proper manner, and that no waste will be committed or permitted
upon, or any damage be done to the said premises and Tenant agrees that the
Tenant will not conduct, nor permit to be conducted, on said premises any
business or commit or permit any act which is or may be contrary to, or in
violation of any law of the United States or Florida or any ordinances of the
City or other governmental jurisdiction in which said premises are located.
12. SUBLEASES. The Tenant agrees that the Tenant will not sublet said
premises or any part thereof without the consent in writing of the Landlord
first had obtained. Such consent will not be unreasonably withheld. The Landlord
agrees to allow Tenant, upon written request from Tenant, to assign this lease
to a parent company or a subsidiary company if the Tenant is involved in a
corporate restructure. Such assignment shall be permitted so long as the
assignee is of equal or superior credit strength in the sole discretion of the
Landlord.
13. DEFAULT. The occurrence of any of the following shall constitute a
material default and breach of this Lease by Tenant:
(A) Any failure by Tenant to pay the rent or any other monetary sums
required to be paid hereunder (where such failure continues for ten (10) days
after written notice by Landlord to Tenant), and postmark shall be evidence of
payment. Landlord shall only be required to provide written notice to Tenant two
times per year. Further written notice is hereby waived;
(B) The abandonment or vacation of the premises by Tenant;
(C) A failure by Tenant to observe and perform any other provision of
this lease to be observed or performed by Tenant, where such failure continues
for twenty (20) days after written notice thereof by Landlord to Tenant;
provided, however, that if the nature of the default is such that the same
cannot reasonably be cured within said twenty (20) day period, Tenant shall not
be deemed to be in default if Tenant shall within such period commence such cure
and thereafter diligently prosecute the same to completion;
(D) The making by Tenant of any general assignment or general arrangement
for the benefit of creditors; the filing by or against Tenant of a petition to
have Tenant adjudged bankrupt or of a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed
against Tenant, the same is dismissed within sixty (60) days); the appointment
of a trustee or receiver to take possession of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where
possession is not restored to Tenant within thirty (30) days; or the attachment,
execution or other judicial seizure of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within thirty (30) days.
14. DEFAULT REMEDIES. In the event of any such material default or breach
by Tenant, Landlord may, at any time thereafter without limiting Landlord in the
exercise of any rights or remedy at law or in equity which Landlord may have by
reason of such default or breach:
(A) Maintain this Lease in full force and effect and recover the rent
and other monetary charges as they become due, without terminating Tenant's
right to possession irrespective of whether Tenant shall have abandoned the
Premises. In the event Landlord elects not to terminate the Lease, Landlord
shall have the right to attempt to re-let the premises at such rent and upon
such conditions and for such a term and to do all acts necessary to maintain or
preserve the Premises as Landlord deems reasonable and necessary without being
deemed to have elected to terminate the Lease, including removal of all persons
and property from the Premises; such property may be removed and stored in a
public warehouse or elsewhere at the cost of and for the account of Tenant. In
the event any such re-letting occurs, this Lease shall terminate automatically
upon the new Tenant's taking possession of the Premises. Notwithstanding that
Landlord fails to elect to eliminate the Lease initially, Landlord at any time
during the term of this lease may elect terminate this Lease by virtue of such
previous default of Tenant.
(B) Terminate Tenant's right to possession by any lawful means, in which
case this Lease shall terminate and Tenant shall immediately surrender
possession of the Premises to Landlord. In such event Landlord shall be entitled
to recover from Tenant all damages incurred by Landlord by reason of Tenant's
default including, without limitation thereto, the following: (i) the worth at
the time of award of any unpaid rent which had been earned at the time of such
termination; plus (ii) any other amount necessary to compensate Landlord for all
the detriment proximately caused by Tenant's failure to perform its obligations
under this lease or which in the ordinary course of events would be likely to
result therefrom plus (iii) at Landlord's election, such other amounts in
addition to or in lieu of the foregoing as may be permitted from time to time by
applicable State law. Upon any such re-entry Landlord shall have the right to
make any reasonable repairs, alterations or modifications to the Premises, which
Landlord at its sole discretion deems reasonable and necessary. As used in (i)
above, the 'worth at the time of award' is computed by allowing interest at the
rate of fifteen percent (15%) per annum from the date of default. As used in (i)
and (ii) the 'worth at the time of award' is computed by discounting such amount
at the discount rate of the U. S. Federal Reserve Bank of Atlanta, Georgia, at
the time of award plus one percent (1%). The term 'rent', as used in this
Paragraph 13, shall be deemed to be and to mean the rent to be paid pursuant to
Paragraph 2 and all other monetary sums required to be paid by Tenant pursuant
to the terms of the Lease.
15. PAYMENTS AT TERMINATION. No payments of money by the Tenant to the
Landlord after the termination of this lease, in any manner, or after the giving
of any notice (other than a demand for the payment of money) by the Landlord to
the Tenant shall reinstate, continue or extend the term of this lease or affect
any notice given to the Tenant prior to the payment of such money, it being
agreed that after the service of notice or the commencement of a suit or after
final judgment granting the Landlord possession of said Premises, the Landlord
may receive and collect any sums of rent due or any other sums of money due
under the terms of this lease, and the payment of such sums of money, whether as
rent or otherwise, shall not waive said notice or in any manner affect any
pending suit or any judgment theretofore obtained.
16. PERSONAL PROPERTY. All personal property of any kind or description
whatsoever in the demised premises shall be at the Tenant's sole risk, and the
Landlord shall not be liable for any damage done to or loss of such personal
property except as attributable to Landlord or Landlord's agents: or for damage
or loss suffered by the business or occupation of the Tenant arising from any
act or neglect of co-tenants or other occupants of the building or of their
employees or of other persons; or from bursting, overflowing or leaking of
water, sewer, or steam pipes, or from the heating or plumbing fixtures or from
electric wires or from gas, or odors or caused in any other manner whatsoever
except in the case of negligence or acts of the Landlord.
17. RIGHT TO EFFECTS. If the Tenant shall fail to remove all effects from
said premises upon the termination of this lease or any cause whatsoever, the
Landlord at the option of the Landlord, may remove the same in any manner that
the Landlord shall choose, and store the said effects without liability to the
Tenant for loss thereof, and the Tenant agrees to pay the Landlord on demand any
and all expenses incurred in said removal, including court costs and attorney
fees and storage charges on such effects for any length of time the same shall
be in the Landlord's possession or the Landlord
at the option of the Landlord, without notice may sell said effects, or any of
the same, at private sale and without legal process, for such prices as the
Landlord may obtain and apply the proceeds of such sale upon any amounts due
under this lease from the Tenant to the Landlord and upon the expense incident
to the removal and sale of said effects, rendering the surplus, to the Tenant.
18. DAMAGE TO PREMISES. In the event of the partial destruction of the
Premises or the Building of which the Premises constitutes a part during the
term of the Lease, Landlord shall forthwith make such repairs provided such
repairs can be made within sixty (60) days under the laws and regulations of the
public authorities, but such partial destruction (including any destruction
necessary to make such repairs) shall in no event annul or void this Lease,
except that Tenant shall be entitled to a proportionate reduction in rent while
such repairs are being made, such reduction to be based upon the extent (if any)
to which the making of such repairs materially interferes with the business
carried on by Tenant in the Premises. If such repairs cannot be made within
sixty (60) days, Landlord may at his option make such repairs within a
reasonable time, in which event this Lease shall continue in full force and
effect, except that the rent shall be abated in accordance with the aforestated
procedure and provided that Landlord notifies Tenant of his intention to do so
within thirty (30) days after the partial destruction. In the event Landlord
does not so elect to make such repairs which cannot be made within sixty (60)
days, or such repairs cannot be made under such laws and regulations, or if
Landlord elects to make such repairs and such repairs cannot be completed within
120 days, then and in that event, this lease may be terminated at the option of
either party with thirty days prior written notice. Notwithstanding anything to
the contrary contained in this paragraph, Landlord shall not have any obligation
whatsoever to repair, reconstruct or restore the Premises when the damage
resulting from any casualty covered under this paragraph occurs during the last
twelve (12) months of the term of this Lease or any extension thereof. Except
for abatement of rent, if any, Tenant shall have no claim against Landlord for
any damage suffered by reason of any such damage, destruction, repair or
restoration, nor shall Tenant have the right to terminate this lease as the
result of any statutory provision now or hereafter in effect pertaining to the
damage and destruction of the Premises or the Building except as expressly
provided herein.
19. OUTSIDE ACTIVITIES. No work activity involving the use for which the
building is rented, or with respect to repair or servicing of automobiles,
trucks, or other equipment shall be performed outside the building or around the
premises at any time. Empty pallets or other debris left outside for more than
ten (10) days may be removed by the Landlord at Tenant's expense.
20. PROHIBITED PARKING. Without the Landlord's specific consent, no
automobiles, trucks, boats, or other equipment or vehicles may be parked around
the building for any more than five (5) days without being moved. No trash,
garbage or other items may be stored outside the buildings without the consent
of the Landlord, unless such trash is inside garbage containers.
21. CONDITION OF PREMISES. The Tenant has examined the premises herein
demised and said premises are known to the Tenant to be in good repair and
condition, and the Tenant hereby accepts the same in good condition and repair
except as herein otherwise specified and no representations as to the condition
or repair
thereof have been made by the Landlord prior to or at the execution of this
lease that are not herein expressed or endorsed hereon:
(A) Landlord agrees to supply maintenance of the grounds, specifically
including but not limited to mowing of grass, watering grass, trimming shrubs
and picking up loose trash. Tenant agrees to pay the costs of this service as
additional rent on the date each rental payment is due. The cost is determined
on a square footage basis and with regard to the premises described hereinabove
is $303.00 per month, subject to annual adjustment based upon actual cost.
(B) Tenant agrees to contract for garbage and dumpster services and
Tenant agrees to pay for such services.
22. WAIVER. No waiver of any condition or covenant of this lease by either
party hereto shall be deemed to imply or constitute a further waiver by such
party or any other condition or covenant of said lease.
23. MAINTENANCE AND REPAIRS.
(A) The Tenant shall pay for all sewage disposal services, water, gas,
heat, electric current and other utilities furnished it or consumed by it, in or
upon the leased premises at rates set by local public utility as approved by
Public Authority having jurisdiction, and will keep the interior of the leased
premises and appurtenances in good order and repair, and in a clean, safe, and
healthy condition (excepting, however, all repairs made necessary by reason of
fire or other unavoidable casualty) at its own cost and expense. Landlord
warrants that water, sewer, and electric power are available at the subject
premises at the beginning of the Tenant's obligation to pay rent hereunder.
(B) All glass, both exterior and interior of said premises is at the
sole risk of Tenant and any glass broken during the term of this lease is to be
promptly replaced with glass of the same kind and quality at the expense of
Tenant.
(C) This lease is a net lease, and the parties hereto agree that all
costs, expenses, repairs, and maintenance of the premises are at Tenant's
expense except that Landlord, at its sole expense, shall keep the exterior
foundations and walls, down spouts, gutters, roof, and the underground plumbing
systems of the Premises, HVAC, electrical facilities underground or outside the
Premises in good order, condition and repair.
24. INDEMNITY.
(A) Indemnity. Tenant shall indemnify and hold harmless Landlord from
and against any and all claims arising from Tenant's use of the Premises or the
conduct of its business or from any activity work, or thing done, permitted or
suffered by Tenant in or about the Premises and shall further indemnify and hold
Landlord harmless from and against any and all claims arising from any breach or
default in the performance of any obligation on Tenant's part to be performed
under the terms of this Lease, or arising from any act or negligence of Tenant,
or any at its agents, contractors or employees, and from and against any and all
costs, reasonable attorney's fees,
expenses and liabilities incurred in connection with such claim or any action or
proceeding brought thereon; and in case any action or proceeding be brought
against Landlord by reason of any such claim, Tenant upon notice from Landlord
shall defend the same at Tenant's expense by counsel reasonably satisfactory to
Landlord, provided however, that Tenant shall not be liable for damage or injury
occasioned by the negligent or intentional acts of Landlord and its designated
agents or employees unless covered by insurance Tenant is required to provide.
(B) Exemption of Landlord from Liability. Landlord shall not be liable
for injury or damage which may be sustained by the person, goods, wares,
merchandise or property of Tenant, its employees, invitees or customers, or any
other person in or about the Premises caused by or resulting from fire, steam,
electricity, gas, water or rain, which may leak or flow from or into any part of
the Premises, or from breakage, leakage, obstruction or other defects of the
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures of the same, whether the said damage or injury results from conditions
arising upon the Premises or upon other portions of the Building of which the
Premises are a part, or from other sources. Landlord shall not be liable for any
damages arising from any act or neglect of any other Tenant (if any) of such
building. Notwithstanding anything to the contrary Landlord shall be liable if
such damage or injury is caused by the gross negligence at the Landlord, its
agents, employees, contractors or subcontractors.
(C) In the event that Landlord should ever be made a party to any claim
for hazardous waste cleanup of the property subject to this lease or to any
litigation for claims by others based on hazardous substances on or in the
property, and the hazardous substance resulted from the actions or failure of
action by the Tenant, Tenant will hold the Landlord harmless from the costs of
such cleanup and the expenses and cost of such litigation and any resulting
awards or compromises.
25. LEASE SUBORDINATION. Tenant agrees to subordinate this lease to any
mortgage or blanket mortgage placed on the industrial park, provided only that
so long as Tenant faithfully discharges its obligations under the terms of this
lease: (1) Its tenancy will not be disturbed nor this lease affected by any
default under such mortgage; (2) The right of Tenant hereunder shall expressly
survive and shall not be cut off; and (3) This lease shall, in all respects,
continue in full force and effect, and holder of such mortgage shall provide
Tenant with written acknowledgment of such non-disturbance.
26. ENTRY BY LANDLORD. Landlord reserves and shall during normal business
hours have the right to enter the Premises to inspect the same, to submit said
Premises to prospective purchasers or tenants, to post notices of
non-responsibility and 'for lease' signs, and to alter, improve or repair the
Premises and any portion of the Building without abatement of rent, and may for
that purpose erect scaffolding and other necessary structures where reasonably
required by the character of the work to be performed, always providing the
entrance to the Premises shall not be blocked thereby, and further providing
that the business of Tenant shall not be interfered with unreasonably. All
Landlord work or repairs must be completed promptly. Tenant hereby waives any
claim to damages for any injury or inconvenience to or interference with
Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and
any other loss occasioned thereby. For each of the aforesaid purposes, Landlord
shall at all
times have and retain a key with which to unlock all of the doors in, upon and
about the Premises, excluding Tenant's vaults and safes, and Landlord shall have
the right to use any and all means which Landlord may deem proper to open said
doors in an emergency in order to obtain entry to the Premises, and any entry to
the Premises obtained by Landlord by said means shall not be construed or deemed
to be a forcible or unlawful entry into, or a detainer of, the Premises or an
eviction of Tenant from the Premises or any portion thereof. Landlord
acknowledges that Tenant is a DOD classified facility and may at any time be
storing classified information and therefore shall enter the premises after
normal business hours on an emergency basis only.
27. ESTOPPEL CERTIFICATE
(A) Tenant shall at any time upon not less than ten (10) days' prior
written notice from Landlord execute, acknowledge and deliver to Landlord a
statement in writing (i) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and the
date to which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to Tenant's knowledge, any uncured defaults on
the part of Landlord hereunder, or specifying such defaults if any are claimed.
Any such statement may be conclusively relied upon by any prospective purchaser
or encumbrancer of the Premises.
(B) Tenant's failure to deliver such statement within such time shall be
conclusive upon Tenant (i) that this Lease is in full force and effect, without
modification except as may be represented by Landlord, (ii) that there are no
uncured defaults in Landlord's performance, and (iii) that not more than five
(5) month's rent has been paid in advance.
(C) If Landlord desires to finance or refinance said Premises, or any
part thereof, or any Building of the Premises may be a part, Tenant hereby
agrees to deliver to any lender designated by Landlord such financial statements
of Tenant as may be reasonably required by such lender. Such statements shall
include the past three years' financial statements of Tenant. All such financial
statements shall be received by Landlord in confidence and shall be used only
for the purposes herein set forth.
(D) In the event of a sale or conveyance by Landlord of Landlord's
interest in the Premises other than a transfer for security purposes only,
Landlord shall be relieved from and after the date specified in any such notice
of transfer of all obligations and liabilities accruing thereafter on the part
of the Landlord, provided that any funds in the hands of Landlord at the time of
transfer in which Tenant has an interest shall be delivered to the successor
Landlord. This Lease shall not be affected by any such sale, and Tenant agrees
to attorn to the purchaser or assignee provided ail Landlord's obligations
hereunder are assumed in writing by the transferee.
28. ENTIRE AGREEMENT. This instrument, along with any exhibits and
attachments hereto, constitutes the entire agreement between Landlord and Tenant
relative to the Premises and this Agreement and the exhibits and attachments may
be altered, amended or revoked only by an instrument in writing signed by both
Landlord and Tenant. Landlord and Tenant agree hereby that all prior or
contemporaneous oral agreements between and among themselves and their agents or
representatives
relative to the leasing of the Premises are merged in or revoked by this
Agreement.
29. SEVERABILITY. If any term or provision of this Lease shall to any
extent be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Lease shall not be affected thereby, and
each term and provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law.
30. COSTS OF SUIT.
(A) If Tenant or Landlord shall bring any action for any relief against
the other, declaratory or otherwise, rising out of this Lease, including any
suit by Landlord for the recovery of rent or possession of the Premises, the
losing party shall pay the successful party a reasonable sum of attorneys' fees,
including appellate attorneys' fees, which shall be deemed to have accrued on
the commencement of such action and shall be paid whether or not such action is
prosecuted to judgment.
(B) Should Landlord, or its agents or employees, without fault on
Landlord's part, be made a party to any litigation instituted by Tenant or by
any third party against Tenant, or by or against any person holding under or
using the Premises by license of Tenant, or for the foreclosure of any lien for
labor or material furnished to or for Tenant or any such other person or
otherwise arising out of or resulting from any act or transaction of Tenant or
of any such person, Tenant covenants to save and hold Landlord, its agents and
employees, harmless from any judgment rendered against Landlord, its agents and
employees, or the Premises or any part thereof, and all costs and expenses,
including reasonable attorneys' fees incurred by Landlord in or in connection
with such litigation.
31. HEATING AND AIR CONDITIONING MAINTENANCE. Tenant agrees to contract
with a licensed air conditioning contractor to maintain the heating and air
conditioning units and keep them in good working order.
The firm shall:
1) Regularly service the air conditioning unit(s) on the leased premises on the
following basis:
Every 90 days:
Change Filters
Adjust belts (if required)
Check for loose or worn bearings
Check for proper refrigerant charge
Every 6 months:
Lubricate indoor/outdoor fan motor bearings
Clean evaporator coils
Performance test
2) Perform emergency and extraordinary repairs on the air conditioning
unit(s).
3) Keep detailed record of all services performed on the leased premises
and prepare a yearly service report to be furnished to the Tenant and Landlord
of each calendar year.
32. AGENCY DISCLOSURE. The Landlord, Xxxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc.,
and Xxxxx Xxxxxx, Licensed Real Estate Broker, Xxxxxx X. Xxxxxxxxxxx, Licensed
Real Estate Broker, and Xxxxxxxxx Southeast Corporation hereby acknowledge that,
prior to execution of this lease, notice has been given to the Tenant, that
Xxxxx Xxxxxx, Broker, and Xxxxxx X. Xxxxxxxxxxx, Broker represent the Landlord
exclusively and shall receive their compensation from the Landlord.
(Signature/Initial)
XXXXXXX X. XXXXXXXX
__________________________________ ____________________________________
Landlord Tenant
33. RADON GAS -- Notice to Prospective Purchaser/Tenant. Radon is a
naturally occurring radioactive gas that when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county public health unit.
34. CONDITION OF THE PREMISES. The premises are leased in 'as-is' condition
except that the Landlord, at its expense, will do the following:
Restore the firewall separation which has two openings.
Split the existing electric service so that the 17,314 square feet has a
separate meter.
Landlord will remove all fixtures and leave space in broom clean condition
including the building surroundings.
Tenant may use the telephone closet to install its telephone system and
security system without charge.
Tenant may use the building vacuum system.
This is the limit of the Landlord's obligation for improvements. Landlord will
complete ail of the above improvements within 14 days of the signing of this
lease.
35. ADA-ELEVATOR. Tenant will cooperate with Landlord to comply with the
necessary modifications to mezzanine for regulatory compliance. In the event an
elevator is required, Landlord will pay for the installation and amortize such
cost (estimated $30,000 -- $35,000) with interest compounded at eight (8)
percent per annum over a 10-year period as additional rent to Tenant. At
termination of this lease, Tenant will have no further obligation to pay for ADA
Elevator.
36. FIRST RIGHT OF REFUSAL. Upon receipt of a bona fide lease offer via
letter of intent, Paravant will have two (2) working days to match same. This
right applies to all vacant space east of the original demised tenancy. This
right expires September 1, 1997. Thereafter, and for the term of the lease, upon
receipt of notice to vacate from a tenant not in default of their lease,
Paravant will be offered, and have five (5) working days to lease said space at
the then going fair market rental rate for similar space in the area.
37. PARKING. Sixty-five (65) parking spaces will be available at large for
Paravant's exclusive use. Landlord will investigate the capability to increase
the number of spaces including the use of parallel spaces in circulation. There
will be four to six reserved spaces directly in front of Paravant's tenancy.
Additional spaces are available for use on a non-exclusive basis.
38. Landlord represents that building is in compliance with all laws,
rules, regulations and Code at lease inception.
39. ADVANCED RENT. $34,628.00 for advanced rent is due at lease signing.
This sum is to be applied to the balance of the net rental for the last four (4)
months of this lease, May through August, 2002.
IN WITNESS WHEREOF, Landlord and Tenant have executed this lease as of
the day and year 9/26/96.
Signed, sealed and
delivered in the presence of: CALIFORNIA MICROWAVE, INC.
XXXX X. ZEPZAUER [Signature]
__________________________________ BY:______________________________________
Witness as to Landlord Title: EVP & CFO
XXXX X. XXXXXX
__________________________________
Witness as to Landlord
PARAVANT COMPUTER
SYSTEMS, INC
BY: XXXXXXX X. XXXXXXXX
__________________________________ ______________________________________
Witness as to Tenant Title: President
__________________________________
Witness as to Tenant
ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT
--------------------------------------------
This Agreement is made this 8 day of October, 1996, by and between
CALIFORNIA MICROWAVE, INC. (the successor by merger to SATELLITE TRANSMISSION
SYSTEMS, INC.) (hereinafter called 'Assignor') and SYMETRICS INDUSTRIES, INC.
(hereinafter called 'Assignee').
RECITALS:
A. Assignor entered into a Lease Agreement dated September 1, 1996 by and
between Assignor and Paravant Computer Systems, Inc. and also entered into a
month to month lease with AT&T (collectively, the 'Lease Agreements') for space
located at 0000 Xxxx Xxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx; and
B. Assignor desires to assign to Assignee all of its right, title and
interest in said Lease Agreements to Assignee upon the terms and conditions
herein set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is agrees as follows:
1. Assignor does hereby assign to Assignee all of its right, title and
interest in the Lease Agreements to Assignee.
2. Assignee does hereby unconditionally and absolutely assume all of the
obligations of Assignor under the Lease Agreements.
3. This Assignment shall be in addition to, and not a limitation of, any
other liability or obligation which Assignee may have to Assignor or which
Assignor may have to Assignee.
4. This Agreement shall inure to the benefit of Assignor and Assignee
and their respective heirs, personal representatives, successors and assigns.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
ASSIGNOR:
CALIFORNIA MICROWAVE, INC.
XXXX X. XXXXXX By: [SIGNATURE]
................................... .................................
XXXX X. ZEPZAUER Its: CEO
................................... .................................
ASSIGNEE:
SYMETRICS INDUSTRIES, INC.
[SIGNATURE] By: XXXXXX X. XXXXXX, XX.
.................................... .................................
Xxxxxx X. Xxxxxx, Xx.
.................................... Its President
EXHIBIT 'B'
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