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EXHIBIT 10.21
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT made as of this 29th day of September, 1999, is
entered into by and between SENSORMATIC ELECTRONICS CORPORATION (hereinafter
referred to as Sublessor), and VISUAL EDGE SYSTEMS INC. (hereinafter referred to
as Sublessee).
WITNESSETH
WHEREAS, Sublessor has leased 3.150 SF on the first floor of the office
building located at 000 Xxxxxx Xxxx pursuant to the Lease dated July 7, 1995, as
amended, between Sublessor, as Lessee and Fairfax Boca '92. L.P. as Lessor (the
"Lease"), a copy of which is attached hereto and made a part hereof; and
WHEREAS, Sublessee desires to sublease from Sublessor the above space
(hereinafter referred to as "Subleased Premises"); and
WHEREAS, Sublessor desires to sublease said space to Sublessee.
NOW, THEREFORE, Sublessor and Sublessee hereby agree, on behalf of
themselves, their successors and assigns, as follows:
1. Sublease Premises
Sublessor, subject to written consent of Lessor, hereby leases (the "Sublease")
to Sublessee and Sublessee hereby leases from Sublessor subject to the terms,
provisions, and conditions contained in both this Sublease Agreement and the
Lease, the Subleased Premises containing the western 3.150 RSF on the first
floor of Xxx X, 000 Xxxxxx Xxxx, as indicated on the attached Exhibit A.
2. Sublease Term
The Sublease term ("Sublease Term") begins on October 1, 1999 and ends on July
5, 2005.
3. Base Rent
Sublessee agrees to pay Sublessor as Base Rent hereunder, the sum of Thirty
Seven Thousand Nine Hundred Fifty Seven Dollars and 50/100 ($37,957.50 per year)
for the Sublease Term, payable in equal monthly installments of Three Thousand
One Hundred Sixty Three Dollars and 13/100 ($3,163.13/month) in advance on the
first day of each calendar month during the Sublease Term. All payments shall be
due without billing or demand and without deduction, setoff or counter claim.
Payments received after the 5th of the month will be considered past due and
subject to a late fee subject to Paragraph 10 of this Sublease Agreement. All
payments shall be made at Sublessor's office at 000 Xxxxxx Xxxx, Xxxx Xxxxx, XX.
00000 to the attention of Finance Department.
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4. Rent Adjustment
Base Rent will increase annually by three percent (3%) beginning on the first
anniversary of the Sublease (October 1, 2000).
5. Operating Expenses and Real Estate Taxes
Sublessee will also pay in addition to Base Rent its pro rata. share of the
operating expenses along with the Base Rent. For 1999, the operating expenses
are estimated to be $7.05 per SF, or based upon the subleased premises of 3,150
SF, $22,207.50 or $1,850.63 per month. Sublessee will be responsible for any
increases in the operating expenses over the 1999 base year operating expenses
during the term of the Sublease. Overtime air-conditioning is available upon
request. The cost is $35.00 per hour.
5.5 Security Deposit
Sublessee will pay to Sublessor a security deposit in the amount of $12,000.00.
This security deposit shall be returned to Sublessee after termination of this
Sublease and delivery of possession of the Premises in accordance with the terms
of this Sublease to the Sublessor. Such security deposit (or portion thereof)
may be used by Sublessor toward payments due from Sublessee. Sublessee agrees to
immediately restore the security deposit so as to maintain a $12,000.00 balance
throughout the term.
6. Delivery of the Subleased Premises
The Subleased Premises shall be delivered by Sublessor to Sublessee in "as-is"
condition. Sublessee has inspected the Subleased Premises and found them
acceptable for their intended use.
7. Condition of the Subleased Premises
Upon the expiration or termination of the term of this Sublease Agreement,
Sublessee shall deliver the possession of the Subleased Premises to Sublessor in
the same general condition as at the commencement of the Sublease subject to
ordinary wear and tear.
8. Quiet Enjoyment
Sublessor covenants that so long as Sublessee is not in default of the Sublease,
Sublessee may freely, peaceably and quietly occupy and enjoy full possession of
the Subleased Premises without molestation or hindrance by Sublessor or any
party claiming through or under Sublessor. Sublessor covenants and agrees to
comply with its obligations under the Lease which are not assumed by Sublessee.
9. Covenants of Sublessor and Sublessee
The parties hereto agree that the Lease is incorporated herein by reference.
Except as provided herein, Sublessee agrees that it shall, at all times, keep,
observe, and perform the obligations to
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be performed by Sublessor as Lessee under the said provisions of the Lease with
respect to the Sublease Premises.
In cases where Sublessee must obtain consent from Sublessor, Sublessor will not
unreasonably condition, withhold, or delay such consent provided the consent of
Lessor is not required under the Lease; in no case must Sublessor give its
consent if Lessor has not given its consent. In cases where Sublessor must
request consent from Lessor, Sublessor will not unreasonably delay requesting
such consent. Lessor will not unreasonably delay its consent.
10. Default of Sublessee
If Sublessee shall fail to pay any installment of rent when due hereunder or
shall default in the observance or performance of any conditions or covenants to
be kept, observed or performed by Sublessee hereunder, or shall default under
any of the terms of the Lease incorporated herein, then Sublessor shall have and
may exercise all rights and remedies against Sublessee as provided to Lessor in
the event of default by Sublessor as set forth in the Lease. Any overdue payment
shall bear interest at the rate of 18% per annum accruing from the date such
installment or payment becomes due to the date payment is made by Sublessee.
11. Assignment and Subletting
Sublessee will not assign this Sublease Agreement nor sublet the Subleased
Premises or any portion thereof without prior written consent of Sublessor and
Lessor.
12. Payment of Attorney's Fees
In the event of the employment of an attorney by Sublessor because of the
violation by the other party of any term or provisions of this Sublease
Agreement, including non-payment of rent as due, the Sublessee shall pay, and
agrees to pay, reasonable attorney's fees, and all other reasonable costs
incurred by the Sublessor as a result of such violation.
13. Indemnification and Liability
Sublessee shall defend, indemnity and hold Sublessor harmless from any and all
damages, losses, claims and costs (including attorney's fees) arising out of or
relating to Sublessee's use or occupancy of the Subleased Premises. Sublessor
shall not be liable to Sublessee for any loss of property relating to
Sublessee's use or occupancy of the Subleased Premises, unless such loss was the
sole and direct result of Sublessor's gross negligence or willful misconduct.
14. Use of Demised Premises
Sublessee shall use and occupy the Subleased Premises solely for general office
purposes.
15. Sublease Subordinate to Lease
This Sublease shall be subject to and subordinate to the provisions of the
Lease. In the event any act or omission by Sublessee pursuant to the terms of
this Sublease would constitute an event of
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default under the Lease if committed by Sublessor, such act or omission shall be
deemed to be a default by Sublessee hereunder.
16. Sublessor Not Liable for Lessor's Obligations or Defaults
(a) Notwithstanding anything to the contrary contained in this Sublease
or in the Lease, Sublessor shall not be required to (i) provide any of the
services or construction that Lessor has agreed to provide pursuant to the Lease
(or as are required by law), (ii) provide any utilities (including electricity)
to the Subleased Premises that Lessor has agreed to furnish pursuant to the
Lease (or as are required by law), (iii) make any of the repairs that Lessor has
agreed to make pursuant to the Lease (or as are required by law), (iv) comply
with any laws or requirements of any governmental authorities regarding the
maintenance or operation of the Subleased Premises, (v) take any other action
that Lessor has agreed to provide, furnish, make, comply with, or take, or cause
to be provided, furnished, made, complied with or taken under the Lease, or (vi)
provide Sublessee with any rebate, credit, allowance or other concession
required of Lessor pursuant to the Lease. Further, Sublessor makes no covenant
or representation made by Lessor under the Lease.
(b) Sublessor agrees to use reasonable efforts, at Sublessee's sole
cost and expense, to cause Lessor to provide, furnish, or comply with the
foregoing provisions pursuant to the Lease (provided, however, that Sublessor
shall not be obligated to use such efforts to take any action which might give
rise to a default under the Lease). If Lessor shall default in the performance
of any of its obligations under the Lease, Sublessor shall, upon request and at
the expense of Sublessee, cooperate with the Sublessee in the prosecution of any
action or proceeding which Sublessee, in its reasonable judgment, deems
meritorious, in order to have Lessor make such repairs, furnish such
electricity, provide such services or comply with any other obligation of Lessor
under the Lease or as required by law.
(c) Subject to the other terms and conditions hereof, Sublessee shall
defend, indemnify and hold harmless Sublessor from and against (i) any and all
of the aforementioned claims arising from or in connection with such request,
action or proceeding, and (ii) any dispute, claim, or cost (including attorney's
fees) arising from any conflict whatsoever concerning the Lease regarding
actions or omissions of Sublessee (other than Sublessee's execution of this
Sublease). This indemnity and hold harmless agreement shall include indemnity
from and against any and all liability, fines, suits, demands, costs and
expenses of any kind or nature, including, without limitation, reasonable
attorney's fees and disbursements, incurred in connection with any such claim,
action or proceeding brought thereon.
(d) Sublessee shall not make any claim against Sublessor for any damage
which may arise by reason of (i) the failure of Lessor to keep, observe or
perform any of its obligations pursuant to the Lease, useless such failure is
due to Sublessor's gross negligence, willful misconduct, or failure to comply
with the provisions of this Sublease or the Lease; or (ii) the acts or omissions
of Lessor or Sublessee or their respective agents, contractors, servants,
employees, invitees or licensees.
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17. Alterations
Sublessee shall not make any alteration, improvement, decoration, or
installation (hereinafter called "Alterations") in or to the Subleased Premises,
without in each instance obtaining the prior written consent of Lessor and
Sublessor. Such consent not to be unreasonably withheld, conditioned or delayed.
17.5 Rent Tax
Sublessee is responsible for paying in addition to Base Rent and Operating
Expenses a six percent (6%) Florida rent tax. This amount will be included on
each invoice.
18. Lessor's Consent
(a) This Sublease shall be effective upon obtaining the written consent
of Lessor, and it is hereby acknowledged by Sublessor and Sublessee that
Lessor's consent to this Sublease shall not create any contractual liability or
duty on the part of Lessor or its agent to the Sublessee, and shall not in any
manner increase, decrease or otherwise affect the rights and obligations of
Lessor and Sublessor, as the Lessee under the Lease, with respect to the
Subleased Premises.
(b) Sublessor and Sublessee shall not amend this Sublease without
Lessor's prior written consent, and any such amendment made or entered into
without Lessor's consent shall be null and void.
19. General Provisions
(a) During the term of this Sublease Agreement, Sublessee shall
maintain liability and personal property insurance covering the Subleased
Premises and Sublessee's property therein in such amounts no less than required
under the Lease.
(b) The waiver by either party of a breach of covenant, obligation, or
condition set forth herein shall not be deemed to be a waiver of any subsequent
breach of the same or of any other covenant, obligation, or condition of this
Sublease Agreement.
(c) This Sublease Agreement shall be governed by and construed in
accordance with the Laws of Florida. Venue for any litigation shall be in Palm
Beach County, Florida.
(d) Sublessor and Lessor shall have the right to inspect the Subleased
Premises during business hours upon reasonable notice.
(e) This Sublease Agreement constitutes the entire agreement between
the parties hereto and may not be modified except by a written instrument
executed by both parties hereto.
(f) If any provision of this Sublease is declared invalid or
unenforceable, the remainder of this Sublease Agreement shall continue in full
force and effect.
(g) Paragraph headings are used herein solely for convenience of
part reference and are not to be construed as of this Sublease Agreement.
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20. Notices
All notices, demands, or requests between Sublessor and Sublessee shall be
delivered in person, by certified mail, return receipt requested, or by
registered mail and shall be effective on receipt or refusal thereof:
If to Sublessor: If to Sublessee:
Sensormatic Electronics Corporation Visual Edge Systems Inc.
000 Xxxxxx Xxxx 000 Xxxxxx Xx., Xxxxx 000
Xxxx Xxxxx, XX 00000 Xxxx Xxxxx, XX 00000
Attn: Xxxxx Twist Attn: Xxx Xxxxxx
WITNESS: SUBLESSOR: Sensormatic Electronics
Corporation
/s/ XXXXX XXXXX By: /s/ XXXXXXX XXXXX
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WITNESS: SUBLESSEE: Visual Edge Systems, Inc.
/s/ XXX XXXXXX, VP By: /s/ XXXXXX X. XXXXX, CEO
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The Lessor hereby consents to the foregoing Sublease Agreement.
WITNESS: LESSOR: FAIRFAX BOCA '92, L.P.
/s/ XXX XXXXXXXXXXX /s/ XXXXX GERMAN
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By: Fairfax Properties, Inc.
X. Xxxxx German, Its President
