Exhibit 10.131
LEASE AGREEMENT
THIS AGREEMENT ("Lease") is dated as of August 1, 2000, and has been
made between Bluepointe, Inc. ("Landlord") and Xxxx Security International, Inc.
("Tenant").
RECITALS
Landlord is the owner of an office building located at 0000 Xxxxxxxx
Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx. Landlord desires to lease to Tenant, and Tenant
desires to lease from Landlord, the fourth floor of the building (the "Leased
Premises"). The Leased Premises have a net rentable area of 10,081 square feet.
The term of the Lease is five (5) years.
1. RECITALS.
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Landlord and Tenant acknowledge and agree that the Recitals are true
and correct.
2. PREMISES
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2.a The term "net rentable area" shall mean all floor area measured
from the inside surface of the outer class or finished column walls of the
building to the inside surface of the opposite outer wall, excluding only the
areas ("service areas") within the outside walls used for building stairs, fire
towers, elevator shafts, flues, vents, slacks, pipe shafts and vertical ducts
but including any such areas which are for the specific use of the particular
tenant, including but not limited to special stairs or elevator(s). No
deductions from net rentable areas are made for columns or projections necessary
to the Building. The "net rentable area" of the Leased Premises shall not be
adjusted for minor variations resulting from actual construction and completion
of the Leased Premises so long as such work is done in accordance with terms and
provisions of this Lease.
2.b. The use and occupation by Tenant of the Leased Premises shall
include the right to the nonexclusive use, in common with others, of the common
areas. "Common areas" as used in this Lease hereinafter includes automobile
parking areas, driveways, entranceways, and exits thereto, pedestrian sidewalks
and ramps, landscaped areas, exterior stairways, comfort stations, and other
areas and improvements provided by Landlord for the general use, in common, of
tenants and officers, agents, employees and customers as the said common areas
may exist from time to time. The use of the common areas is subject to the terms
and conditions of this Lease and to reasonable rules and regulations as
prescribed by the Landlord from time to time. Landlord shall at all times have
the right to change the area, location and arrangement of the parking areas and
other facilities of the common areas.
2.c. This Lease is subject to the terms, covenants and conditions
contained in this document, and Tenant covenants as a material part of the
consideration for this Lease to keep and perform each and all of said terms,
covenants and conditions by it to be kept and perform each and all of said
terms, covenants and conditions and that Tenant's rights and Landlord's
obligations hereunder are expressly conditioned upon such performance.
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3. COMMENCEMENT, TERM AND RENT OBLIGATION
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3.a. The term of this Lease shall be for sixty (60) months following
the commencement of the term.
3.b. The term of this Lease and Tenant's obligation to pay rent shall
commence upon the 1st day of August, 2000 ("Commencement Date").
3c. Landlord and Tenant acknowledge that Tenant occupied the Leased
Premises from June 1999 through October 1999 without payment of rent or
utilities. Upon the Commencement Date, Tenant agrees to reimburse Landlord for
utilities used by Tenant during the period from June 1999 to October 1999 at a
rate of $3,000 per month, by paying Landlord the sum of $15,000.00.
4. RENT
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Throughout the first and second year of the term of this Lease, Tenant
agrees to pay rent in the amount of $191,539 per year. Tenant agrees that the
annual rent shall increase by five percent (5%) in each of the third through
fifth years of the term of this Lease. Tenant shall make the payments to
Landlord in equal monthly installments. Landlord and Tenant acknowledge and
agree that the monthly payments due to Landlord will be as follows:
Year 1 $15,961.58
Year 2 $15,961.58
Year 3 $16,759.66
Year 4 $17,597.64
Year 5 $18,477.52
Tenant shall make the monthly payments to Landlord at Management Office, 0000
Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx, or at such other place as Landlord may
designate in writing on or before the first day of each calendar month, without
deduction or offset.
5. TENANT IMPROVEMENTS
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5.a. Tenant acknowledges and agrees that Landlord does not owe Tenant
any allowances for improvements, and that the Leased Premises are complete to
Tenant's satisfaction.
5.b. By taking possession of the Leased Premises, Tenant acknowledges
having inspected the same and accepts the Leased Premises as being in good and
sanitary order, condition and repair.
6. SECURITY DEPOSIT
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Tenant has not deposited with Landlord any security deposit.
7. USE
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7.a. Tenant shall use the Leased Premises solely as corporate office
space for conducting its own business. Tenant shall not use or permit the Leased
Premises to be used for any other purpose, without the prior written consent of
Landlord.
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7.b. Tenant shall not do or permit anything to be done in or about the
Leased Premises or bring or keep anything therein which will increase the rate
of or affect any fire or other insurance upon the building or any of its
contents, or cause cancellation of any insurance policy covering said Building
or any part thereof or any of its contents. Tenant shall not do or permit
anything to be done in or about the Leased Premises which will obstruct or
interfere with the rights of other tenants or occupants of the Building or
injure or annoy them or use or allow the Leased Premises to be used for any
improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause,
maintain or permit any nuisance in, on or about the Leased Premises. Tenant
shall not commit or suffer to be committed any waste in or upon the Leased
Premises.
8. COMPLIANCE WITH LAW
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Tenant shall not use the Leased Premises or permit anything to be done
in or about the Leased Premises which will conflict with any law, statute,
ordinance or governmental rule or regulation now in force or which may hereunder
be enacted or promulgated. Tenant shall, at its sole cost and expense, promptly
comply with all laws, statutes, ordinances and governmental rules, regulations
or requirements now in force or which may hereafter be in force, and with the
requirements of any board of fire insurance underwriters or other similar bodies
now or hereafter constituted relating to, or affecting the condition, use or
occupancy of the Leased Premises. The judgment of any court of competent
jurisdiction or the admission of Tenant in any action in which Tenant is a
party, whether Landlord be a party thereto or not, that Tenant has violated any
law, statute, ordinance or governmental rule, regulation or requirement, shall
be conclusive of the facts as between the Landlord and Tenant.
9. ALTERATIONS AND ADDITIONS
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Tenant shall not make or suffer to be made any alterations, additions
or improvement to or of the Leased Premises or any part thereof without the
written consent of the Landlord first being obtained. Any alterations, additions
or improvements to or of said Leased Premises including, but not limited to,
wall covering, paneling and built-in cabinet work (excepting movable furniture
and trade fixtures) shall on the expiration of the term become a part of the
realty and belong to the Landlord and shall be surrendered with the Leased
Premises. In the event Landlord consents to the making of any alterations,
additions or improvements to the Leased Premises by Tenant, the same shall be
made by Tenant at Tenant's sole cost and expense, and any contractor or person
selected by Tenant to make the same must first be approved of in writing by the
Landlord and at Landlord's option under Landlord's direction. Tenant shall give
Landlord at least ten (10) business days' prior written notice of the date of
commencement of any approved construction on the Leased Premises. Upon the
expiration or sooner termination of the term hereof, Tenant shall, upon written
demand by Landlord, be given thirty (30) days prior to the end of the term, at
Tenant's sole cost and expense forthwith and with all due diligence, remove any
alterations, additions, or improvements made by Tenant, designated by Landlord
to be removed, and Tenant shall forthwith and with all due diligence at its sole
cost and expense, repair any damage to the Leased Premises caused by such
removal.
10. REPAIRS
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10.a. Tenant shall, at Tenant's sole cost and expense, keep the Leased
Premises in good condition and repair, damage thereto from causes beyond the
reasonable control of Tenant and ordinary wear and tear excepted. Tenant shall
upon the expiration or sooner termination of this Lease hereby surrender the
Leased Premises to the Landlord in good condition, ordinary wear and tear and
damage from causes beyond the reasonable control of Tenant excepted.
10.b. Notwithstanding the provisions of paragraph 10.a., Landlord shall
repair and maintain the structural portions of the Building, including the roof,
basic plumbing, air conditioning, heating and electrical systems, installed or
furnished by Landlord, unless such maintenance and repairs are caused in part or
in whole by the act, neglect, fault or omission of any duty by the Tenant, its
agents, servants, employees or invitees, in which case Tenant shall pay to
Landlord the reasonable cost of such maintenance and repairs. Landlord shall not
be liable for any failure to make any such repairs or to perform any maintenance
unless such failure shall persist for thirty (30) days after written notice of
the need of such repairs or maintenance is given to Landlord by Tenant. If
Landlord refuses or neglects properly to effect repairs as required hereunder
within thirty (30) days after written notice, Tenant may make such repairs at
Tenant's cost and expense, provided the repairs can be made without any damage
to Landlord's property, and upon completion thereof, Tenant shall be entitled to
commence an action against Landlord for the reasonable cost of such repairs.
Before commencing any repairs, Tenant must obtain three estimates and provide
them to Landlord in writing with a request for Landlord to make the repairs. If
the Landlord does not make the repairs when obligated to do so under this Lease,
the Tenant may recover its actual repair cost up to the amount paid but not
higher then the most expensive estimate. There shall be no abatement of rent and
no liability shall be imposed on Landlord by reason of any injury to or
interference with Tenant's business arising from the making of any repairs,
alterations or improvements in or to any portion of the Building or the Leased
Premises or in or to fixtures, appurtenances and equipment therein. To the
maximum extent permitted by law, Tenant waives the right to make repairs at
Landlord's expense or to withhold rent under any law, statute or ordinance now
or hereafter in effect, except as specifically provided in this Lease.
11. LIENS
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Tenant shall keep the Leased Premises and the property in which the
Leased Premises are situated free from any liens arising out of any work
performed, materials furnished or obligations incurred by Tenant. Prior to
Tenant commencing any construction on the Leased Premises, Landlord may require,
at Landlord's sole option, that Tenant shall provide to Landlord, at Tenant's
sole cost and expense, a lien and completion bond in an amount equal to 125% of
the estimated cost of any improvements, additions, or alterations in the Leased
Premises, to insure Landlord against any liability for mechanic's and
materialmen's liens and to insure completion of the work, Tenant shall give
Landlord no less than twenty (20) days' prior written notice before commencing
construction of any kind on the Leased Premises.
12. ASSIGNMENT AND SUBLETTING
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12.a. Tenant agrees not to assign, mortgage, pledge or encumber this
Lease, in whole or in part or any interest therein or sublet the whole or any
part of the Leased Premises, or permit the use of the whole or any part of the
Leased Premiss by any licensee or concessionaire, or any other occupant, without
first obtaining the written consent of Landlord, which consent Landlord shall
not unreasonably withhold. Landlord hereby agrees to consent to the assignment
of this Lease to any person or entity that has a verifiable fair market net
worth of five million dollars ($5,000,000) or more. Tenant agrees that, in the
event of any such assignment, subletting, licensing or granting of a concession,
made with the written consent of the Landlord as aforesaid, it will nevertheless
remain liable for the performance of all of the terms, conditions and covenants
of this Lease. Landlord hereby consents to the assignment of this Lease, or the
subletting of the Leased Premises, to a wholly-owned and controlled subsidiary
of Tenant, Tenant to remain liable nevertheless as aforesaid.
13. HOLD HARMLESS
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13.a. Tenant shall indemnify and hold harmless Landlord against and
from any and all claims of third parties arising from Tenant's use of the Leased
Premises for the conduct of its business or from any activity, work, or other
thing done, permitted or suffered by the Tenant in or about the Building, and
shall further indemnify and hold harmless Landlord against and from any and all
claims of third parties 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 the Tenant, or any officer, agent,
employee, guest, or invitee of Tenant, and from all costs, attorney's fees,
expenses and liability incurred relating to any such claim or any action or
proceeding brought thereon, and, in any case, action or proceeding to 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.
13.b. Landlord shall indemnify and hold harmless Tenant against and
from any and all claims of third parties arising from any activity, work, or
other thing done by the Landlord in or about the Building, and shall further
indemnify and hold harmless Tenant against and from any and all claims of third
parties arising from any breach or default in the performance of any obligation
on Landlord's part to be performed under the terms of this Lease, or arising
from any act or negligence of the Landlord, or any officer, agent, employee,
guest, or invitee of Landlord, and from all costs, attorneys' fees, expenses and
liability incurred relating to any such claim or any action or proceeding
brought thereon, and, in any case, action or proceeding to be brought against
Tenant by reason of any such claim, Landlord upon notice from Tenant shall
defend the same at Landlord's expense by counsel reasonably satisfactory to
Tenant.
13.c. Tenant as a material part of the consideration to Landlord hereby
assumes all risk of damage to property or injury to itself, upon or about the
Leased Premises, from any cause including Landlord's negligence, and Tenant
hereby waives for itself alone but not as to any third parties all claims in
respect thereof against Landlord. Landlord or its agents shall not be liable to
Tenant for any damage to property entrusted to employees of the Building, nor
for loss or damage to any property by theft or otherwise, nor for any injury to
or damage to Tenant resulting from fire, explosion, failing plaster, steam, gas,
electricity, water or rain which may leak from any part of the Building or from
the pipes, appliances or plumbing works therein or from the roof, street or
subsurface or from any other place resulting from dampness or any other cause
whatsoever, except
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if caused by or due to the negligence of Landlord, its agents, servants or
employees. Landlord or its agents shall not be liable to Tenant for interference
with the light or other incorporeal hereditaments, loss of business by Tenant,
nor shall Landlord be liable to Tenant for any latent defect in the Leased
Premises or in the Building. Tenant shall give prompt notice to Landlord in case
of fire or accidents in the Leased Premises or in the Building, or of defects
therein or in the fixtures or equipment. Any successor to Landlord as owner of
all or part of the Building shall be entitled to the same rights as Landlord
under this paragraph.
14. WAIVER OF SUBROGATION
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Tenant will cause each insurance policy carried by it insuring the
Leased Premises as well as the contents thereof, including trade fixtures and
personal property, against loss by fire or any of the casualties covered by
standard extended coverage to be written in such a manner as to provide that the
insurer waives all right of recovery by way of subrogation against Landlord in
connection with any loss or damage covered by the policy. Neither party hereto
shall be liable to the other for any loss or damage caused by fire or any of the
casualties covered by standard extended coverage, which loss or damage is
covered by the insurance policies maintained by the other party, provided that
such policies are not invalidated by such waiver; and, provided, further, that
if either party shall be unable to obtain the waiver of subrogation required by
this Section without additional premiums therefor, then unless the party
claiming the benefit of such waiver shall agree to pay such party for the cost
of such additional premium within thirty (30) days after notice of the statement
setting forth such requirement and the amount of additional premium, such waiver
shall be of no force and effect between such party and the claiming party. It is
agreed that should either party fail to procure such waiver, if available
without additional cost (or if available at additional cost and the other party
has agreed to pay such additional premium), it will pay to the other in
liquidated damages all monies to which any subrogor hereunder becomes entitled
and the cost of reasonable legal defense of any claims for subrogating.
15. LIABILITY INSURANCE
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15.a. Tenant shall, at Tenant's expense, obtain and keep in force
during the term of this Lease a policy of comprehensive public liability
insurance, from an insurance company acceptable to Landlord, insuring Landlord
and Tenant against any liability arising out of the ownership, use, occupancy or
maintenance of the Leased Premises and all areas appurtenant thereto. The limit
of said insurance shall not, however, limit the liability of the Tenant
hereunder. Tenant may carry said insurance under a blanket policy, providing,
however, said insurance by Tenant shall have a Landlord's protective liability
endorsement attached thereto. If Tenant shall fail to procure and maintain said
insurance, Landlord may, but shall not be required to procure and maintain same,
but at the expense of Tenant. Tenant shall deliver to Landlord prior to
occupancy of the Leased Premises copies of policies of liability insurance
required herein or certificates evidencing the existence and amounts of such
insurance with loss payable clauses satisfactory to Landlord. No policy shall be
cancelable or subject to reduction of coverage except after thirty (30) days'
prior written notice to Landlord.
15.b. Tenant at its cost shall maintain public liability and property
liability insurance with liability limits of not less than $1,000,000.00 per
person and $3,000,000.00 per occurrence, and
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property damage limits of not less than $1,000,000.00 per occurrence, and both
Landlord and Tenant shall be named as co-insured, and the policy shall contain
cross liability endorsements.
15.c. Such coverage shall be increased periodically to those limits
then currently recommended by the Building Owners and Management Association, or
if such organization ceases to exist, then by a comparable organization.
16. PAYMENT FOR UTILITIES.
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Landlord shall be solely responsible for and promptly pay all charges
for water, sewage, gas, electricity, trash removal, or any other utility used or
consumed in the Leased Premises. Landlord shall supply the Leased Premises with
janitorial services no less than five days per week. In no event shall Landlord
be liable for an interruption or failure in the supply of any such utilities to
the Leased Premises.
17. PROPERTY TAXES
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Tenant shall be responsible for and shall pay before delinquent all
municipal, county or state taxes assessed during the term of this Lease against
any leasehold interest or personal property of any kind, owned by or placed in,
upon or about the Leased Premises by the Tenant.
18. RULES AND REGULATIONS
---------------------
Tenant shall faithfully observe and comply with the rules and
regulations that Landlord shall from time to time reasonably promulgate.
Landlord reserves the right from time to time to make all reasonable
modifications to said rules. The additions and modifications to those rules
shall be binding upon Tenant, upon delivery of a copy of them to Tenant.
Landlord shall not be responsible to Tenant for the nonperformance of any said
rules by any other tenants or occupants.
19. HOLDING OVER
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If Tenant holds over with the consent of the Landlord, the rent, which
shall be payable in advance, shall be 125% of the rent paid during the last full
month of the term hereof, or any extension hereof. Without limiting any other
available remedies, if Tenant unlawfully holds over, Tenant shall indemnify and
hold Landlord harmless from all loss or liability, including any claim made by
any successor tenant founded upon Tenant's failure to timely surrender the
Leased Premises.
20. ENTRY BY LANDLORD
-----------------
Landlord and Landlord's agent shall have the right to enter the Leased
Premises at all reasonable times to examine the same, and to show them to
prospective purchasers or lessees of the building, and to make such repairs, or
alterations, improvements or additions as Landlord may deem necessary or
desirable, and Landlord shall be allowed to take all material into and upon the
Leased Premises that may be required therefore without the same constituting an
eviction of Tenant in whole
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or part, and the rent reserved shall in no way xxxxx while said repairs,
alterations, improvements or additions are being made unless Tenant is prevented
from operating in the Leased Premises in whole or in part, in which event rent
shall be proportionately abated during said period. During the six (6) months
prior to the expiration of the term of this Lease or any renewal term, Landlord
may exhibit the Leased Premises to prospective tenants or purchasers, and place
upon the Leased Premises the usual notice "For Lease" or "For Rent", which
notices Tenant shall permit to remain thereon without molestation. If Tenant
shall not be personally present to open and permit an entry into the Leased
Premises, at any time, when for any reason an entry therein shall be necessary
or permissible, Landlord or Landlord's agents may enter the same without in any
manner affecting the obligations and covenants of this Lease. Nothing herein
contained, however, shall be deemed or construed to impose upon Landlord any
obligation, responsibility or liability whatsoever, for the care, maintenance or
repair of the building or any part thereof, except as otherwise herein
specifically provided.
21. ENVIRONMENTAL COVENANT BY TENANT
--------------------------------
Tenant warrants that it does not use, store or produce hazardous or
toxic substances in the course of Tenant's business. Tenant agrees not to allow
or suffer the use, storage or production of hazardous substances, as defined
below, on the Leased Premises. As used herein, the terms "hazardous or toxic
waste" and "hazardous or toxic substance" shall have the same meanings as
defined and used in any of the following (the "Acts"): the Comprehensive
Environmental Response, Compensation and Liability Act, 42 USC (S)9601 et seq.;
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the Resource Conservation and Recovery Act, 42 USC (S)6901 et seq.; the
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Hazardous Material Transportation Act, 49 USC (S)1801 et seq.; and the Toxic
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Substances Control Act, 15 USC (S)2601 et seq., and the regulations promulgated
thereunder.
22. TOTAL OR PARTIAL DESTRUCTION.
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If the Leased Premises shall be damaged by fire, the elements,
unavoidable accident or other casualty, without the fault of Tenant, but are not
thereby rendered untenantable in whole or in part, Landlord shall, at its own
expense cause such damage, except to Tenant's equipment and trade fixtures, to
be repaired, but only to the extent of restoring the premises to their condition
prior to the damage. The fixed minimum rent meanwhile shall be abated
proportionately as to the portion of the Leased Premises rendered untenantable;
provided, however, if such damage shall occur during the last two (2) years of
the term of this Lease (or of any renewal term) Landlord shall have the right,
to be exercised by notice to Tenant within sixty (60) days after said
occurrence, to elect not to repair such damage and to cancel and terminate this
Lease effective as of a date stipulated in Landlord's notice, which shall not be
earlier than thirty (30) days nor later than sixty (60) days after the giving of
such notice. If the Premises shall be rendered wholly untenantable by reason of
such occurrence, the Landlord shall at its own expense cause such damage, except
to Tenant's equipment and trade fixtures, to be repaired, but only to the extent
of restoring the Leased Premises to the condition as of the beginning of the
term and before the construction of any Tenant improvements. Landlord shall not
be responsible for insuring and restoring its property, fixtures and
improvements, including the improvements partially financed by Landlord, and the
fixed minimum rent meanwhile shall be abated in whole, except that Landlord
shall have the right, to be exercised by notice to Tenant within sixty (60) days
after said occurrence, to elect not to reconstruct the destroyed premises, and
in such event this Lease and the tenancy hereby created shall cease as of the
date of the said occurrence. Nothing in this Section shall be construed to
permit the abatement in whole or in part of the percentage rent, nor charges for
common area maintenance and real estate taxes attributable to any
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period during which the Leased Premises shall be in untenantable condition, nor
shall there be any abatement in these items nor the fixed minimum rent if such
damage is caused by the fault of Tenant. Whenever the fixed minimum rent shall
be abated pursuant to this paragraph, such abatement shall continue until the
date which shall be the sooner to occur of (i) fifteen (15) days after notice by
Landlord to Tenant that the Leased Premises have been substantially repaired and
restored, or (ii) the date Tenant's business operations are restored in the
entire Leased Premises.
23. PARTIAL DESTRUCTION OF BUILDING.
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In the event that fifty (50%) percent or more of the rentable area of the
Building shall be damaged or destroyed by fire or other cause, notwithstanding
any other provisions contained herein and that the Leased Premises may be
unaffected by such fire or other cause, Landlord shall have the right, to be
exercised by notice in writing delivered to Tenant within sixty (60) days after
said occurrence, to elect to cancel and terminate this Lease. Upon the giving of
such notice to Tenant, the term of this Lease shall expire by lapse of time upon
the third day after such notice is given, and Tenant shall vacate the Leased
Premises and surrender the same to Landlord.
24. EMINENT DOMAIN.
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If the whole or any part of the Premises shall be taken under the power of
eminent domain, this Lease Agreement shall terminate as to the part so taken on
the date Tenant is required to yield possession thereof to the condemning
authority. To the extent the government compensates Landlord, Landlord shall
make such repairs and alterations as may be necessary in order to restore the
part not taken to useful condition and the minimum rental shall be reduced
proportionately as to the portion of the Leased Premises so taken. If the
portion of the Leased Premises so taken renders the balance of the Leased
Premises untenantable, taking into account the nature of Tenant's business,
either party may terminate this Lease Agreement as of the date when Tenant is
required to yield possession. If twenty-five percent (25%) or more of the total
rentable floor area of the Building or the parking areas located on the Lot is
taken as aforesaid, then Landlord may terminate this Lease Agreement as of the
date of the taking. All compensation awarded for any taking of the leasehold
and/or the improvements thereon shall belong to and be the property of Landlord;
provided, however, that nothing contained herein shall prevent Tenant from
applying for reimbursement from the condemning authority (if permitted by law)
for relocation expenses, or removal of Tenant's furniture, business equipment
and such fixtures as Tenant is permitted to remove hereunder, but if and only if
such action shall not reduce the amount of compensation otherwise recoverable by
Landlord from the condemning authority.
25. EVENTS OF DEFAULT.
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Upon the happening of one or more of the events described in this
paragraph, the Landlord shall have any and all rights and remedies which are
hereinafter set forth, and in addition those which are available under
principles of law or equity:
25.a. In the event Tenant should fail to pay any one or more monthly
installments of rent, or any other sums required to be paid hereunder, as and
when the same become due.
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25.b. In the event a petition in bankruptcy or for reorganization
(including Chapter X and Chapter XI bankruptcy proceedings or any other
reorganization proceedings under the Bankruptcy Act) be filed by the Tenant, or
be filed against Tenant, and such petition is not dismissed within thirty (30)
days from the filing thereof, or in the event Tenant is adjudged a bankrupt.
25.c. In the event an assignment for the benefit of creditors is made by
Tenant.
25.d. In the event of an appointment by any court of a receiver or other
court officer of Tenant's property and such receivership is not dismissed within
thirty (30) days from such appointment.
25.e. In the event Tenant removes, attempts to remove, or permits to be
removed from the Leased Premises, except in the usual course of trade, the
goods, furniture, effects or other property of the Tenant brought thereon.
25.f. In the event Tenant, before the expiration of the term hereof and
without the written consent of the Landlord, vacates the Leased Premises or
abandons the possession thereof, or uses the same for purposes other than the
purpose for which the same are hereby leased, or ceases to use the Leased
Premises for the purposes herein expressed.
25.g. In the event an execution or other legal process is levied upon the
goods, furniture, effects or other property of Tenant brought on the Leased
Premises, or upon the interest of Tenant in this Lease, and the same is not
satisfied or dismissed within ten (10) days from this levy.
25.h. In the event Tenant fails to keep, observe or perform any of the
other terms, conditions or covenants on the part of the Tenant herein to be
kept, observed and performed for more than ten (10) days after written notice
thereof is given by Landlord to Tenant specifying the nature of such default, or
if the default so specified shall be of such a nature that the same cannot
reasonably be cured or remedied within said ten (10) day period, or if Tenant
shall not in good faith have commenced the curing or remedying of such default
within such ten (10) day period and shall not thereafter continuously and
diligently proceed therewith to completion.
25.i. In the event of any default or breach of the Lease, Landlord shall
have the immediate right to re-enter the Leased Premises, by summary
proceedings, and to dispossess Tenant and all other occupants therefrom and
remove and dispose of all property therein, all without service of any notice of
intention to re-enter and with or without resort to legal process (which Tenant
hereby expressly waives) and without Landlord being deemed guilty of trespass or
becoming liable for any loss or damage which may be occasioned thereby. Landlord
shall also have the right, at the option of Landlord, to terminate this Lease
upon ten (10) days written notice to Tenant, and to thereupon re-enter and take
possession of the said Leased Premises with or without legal process. In the
event of any such default or breach, Landlord shall have the right, at its
option, from time to time, without terminating this Lease, to re-enter and re-
let the Leased Premises, or any part thereof, with or without legal process, as
the agent and for the account of Tenant upon such terms and conditions as
Landlord may deem advisable or satisfactory, in which event the rents received
on such re-letting shall be applied first to the expenses of such re-letting and
collection including, but not limited to, necessary renovation and alterations
of the Leased Premises, reasonable attorney's fees, any real estate commissions
paid, and thereafter toward payment of all sums due or to become due Landlord
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hereunder, and if a sufficient sum shall not be thus realized or secured to pay
such sums and other charges, (i)at Landlord's option, Tenant shall pay Landlord
any deficiency monthly, notwithstanding Landlord may have received rental in
excess of the rental stipulated in this Lease in previous or subsequent months,
and Landlord may bring an action therefore as such monthly deficiency or
deficiencies shall arise, or (ii) at Landlord's option, the entire deficiency,
which is subject to ascertainment for the remaining term of this Lease, shall be
immediately due and payable by Tenant. Nothing herein, however, shall be
construed to require Landlord to re-enter and re-let in any event. The Landlord
shall not, in any event be required to pay Tenant any surplus of any sums
received by Landlord on a re-letting of said premises in excess of the rent
provided in this Lease.
25.j. In the event of any default or breach, the Landlord shall have the
right, at its option, to declare the rents for the entire remaining term and
other indebtedness, if any, immediately due and payable without regard to
whether or not possession shall have been surrendered to or taken by Landlord,
and may commence action immediately thereupon and recover judgment thereof.
25.k. The Landlord, in addition to other rights and remedies it may have,
shall have the right to remove all or any part of the Tenant's property from the
Leased Premises and any property removed may be stored in any public warehouse
or elsewhere at the cost of, and for the account of Tenant, and the Landlord
shall not be responsible for the care or safekeeping thereof, and the Tenant
hereby waives any and all loss, destruction and/or damage or injury which may be
occasioned by any of the aforesaid acts.
25.l. No re-entry or taking possession of said Leased Premises by Landlord
shall be construed as an election on Landlord's part to terminate this Lease,
unless a written notice of such intention is given to Tenant. Notwithstanding
any such re-letting without termination, Landlord may at all times thereafter
elect to terminate this Lease for such previous default or breach. Any such re-
entry shall be allowed by Tenant without hindrance, and Landlord shall not be
liable in damages for any such re-entry, or guilty of trespass or forcible
entry.
25.m. Any rental which may be due Landlord, whether by acceleration or
otherwise, as herein provided in this article, shall include the fixed rents and
any additional rents provided for herein.
25.n. Any and all rights, remedies and options given in this Lease to
Landlord shall be cumulative and in addition to and without waiver of or in
derogation of any right or remedy given to it under any law now or hereafter in
effect.
26. WAIVER.
------
The waiver of Landlord of any breach of any term, condition or covenant
herein contained shall not be waiver of such term, condition or covenant, or any
subsequent breach of the same or any other term, condition or covenant herein
contained. The consent or approval by Landlord to or of any act by Tenant
requiring Landlord's consent or approval shall not be deemed to waive or render
unnecessary Landlord's consent to or approval of any subsequent similar act by
Tenant. No re-entry hereunder shall bar the recovery of rents or damages for the
breach of any of the terms, conditions of covenants on the part of Tenant herein
contained. The receipt of rent after breach or condition broken, or delay on the
part of the Landlord to enforce any right hereunder, shall not be deemed a
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waiver or forfeiture, or a waiver of the right of Landlord to annul this Lease
or to re-enter said Leased Premises or to re-let same.
27. EXPENSES OF ENFORCEMENT.
-----------------------
In the event any payment due Landlord under this Lease shall not be paid on
the due date, Tenant agrees to pay the sum of Twenty-five ($25.00) Dollars per
day, or five (5%) percent of the amount due, whichever is greater, for such
delinquent payment until made. In the event that any check, bank draft, order
for payment or negotiable instrument given to Landlord for any payment under
this Lease shall be dishonored for any reason whatsoever not attributable to
Landlord, Landlord shall be entitled to make an administrative charge to Tenant
of Twenty-five ($25.00) Dollars for each such notice. Tenant recognizes and
agrees that such charges represent, at the time this Lease is made, a fair and
reasonable estimate and liquidation of the costs of Landlord resulting from the
events described, which costs are not contemplated or included in any other
rental or charges provided to be paid by Tenant to Landlord in this Lease. Any
charges becoming due under this Section of this Lease shall be added and become
due with the next ensuing monthly payment of fixed minimum rental and shall be
collectible as a part thereof.
28. LEGAL EXPENSES.
--------------
In the event that it shall become necessary for Landlord to employ the
services of an attorney or debt collector to enforce any of its rights under
this Lease or to collect any sums due to it under this Lease or to remedy the
breach of any covenant of this Lease on the part of the Tenant to be kept or
performed, regardless of whether suit be brought, Tenant shall pay to Landlord
such fees or commissions as shall be charged by Landlord's attorney or debt
collector for such services. Should suit be brought for the recovery of
possession of the Leased Premises, or for rent or any other sum due Landlord
under this Lease, or because of the breach of any of Tenant's covenants under
this Lease, Tenant shall pay to Landlord all expenses of such suit and any
appeal thereof, including a reasonable attorney's fee.
29. LOSS AND DAMAGE.
---------------
Landlord shall not be responsible for any damage to property of Tenant or
of others located on the Leased Premises, nor for the loss of or damage to any
property of Tenant or of others by theft or persons or property resulting from
fire, explosion, falling plaster, steam, gas, electricity, water, rain, or leaks
from any part of the Leased Premises, or from the pipes, appliances, plumbing
works, or from the roof, street or subsurface or from any other place, or by
dampness or by any other cause of whatever nature. Landlord shall not be liable
for any such damage caused by other tenants or persons in the Leased Premises,
occupants of adjacent property, of the Building, or the public, or caused by
operations in construction of any private, public or quasi-public work. Landlord
shall not be liable in damages or otherwise for any latent defect in the Leased
Premises or in the building of which they form a part, except that if Tenant
shall give notice to Landlord within a period of one (1) year from the date
Tenant takes possession of the Leased Premises of the existence of any such
latent defect, then provided such defect shall not have resulted from any act,
alteration or improvement made by Tenant, Landlord shall repair such defect. All
property of Tenant kept or stored on the Leased Premises shall be so kept and
stored at the risk of Tenant only and Tenant shall hold
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Landlord harmless from any and all claims arising out of damage to same,
including subrogation claims by Tenant's insurance carriers.
30. NOTICE BY TENANT.
----------------
Tenant shall give immediate notice to Landlord in case of fire or accidents
in the Leased Premises or in the building of which the premises are a part or of
defects therein or in any fixtures or equipment.
31. SUCCESSORS.
----------
All rights and liabilities herein given to, or imposed upon, the respective
parties hereto shall extend to and bind the several respective heirs, executors,
administrators, successors, and assigns of the said parties; and if there shall
be more than one Tenant, they shall be bound jointly and severally by the terms,
covenants and agreements herein. No rights, however, shall inure to the benefits
of any assignee of Tenant, unless the assignment to such assignee has been
approved by Landlord in writing. Nothing contained in this Lease shall in any
manner restrict Landlord's right to assign or encumber this Lease, and, in the
event Landlord sells or transfers its interest in the Building and the purchaser
or transferee assumes Landlord's obligation and covenants, Landlord shall
thereupon be relieved of all further obligations hereunder.
32. LANDLORD'S COVENANT.
-------------------
Upon payment by the Tenant of the rents herein provided, and upon the
observance and performance of all the covenants, terms and conditions on
Tenant's part to be observed and performed, Tenant shall peaceably and quietly
hold and enjoy the Leased Premises for the term hereby demised without hindrance
or interruption by Landlord or any other person or persons lawfully or equitably
claiming by through or under the Landlord, subject, nevertheless to the terms
and conditions of this Lease.
33. TRANSFER BY LANDLORD.
--------------------
In the event of any sale, transfer or other disposition of Landlord's
interest in the Property, Landlord shall automatically and without any further
act or instrument be released and relieved of and from any and all obligations
and liabilities of Landlord accruing from and after the date of such transfer
and in such event Landlord's successor or transferee by accepting such sale,
transfer and assignment shall hereby automatically assume and be liable for all
obligations and liabilities of Landlord which accrue from and after such sale or
transfer, and Tenant agrees to look solely to such successor or transferee from
the performance of any such duties and obligations and in satisfaction of all
such liabilities under this Lease Agreement.
34. ACCORD AND SATISFACTION.
-----------------------
No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly rent herein stipulated shall be deemed to be other than on account of
the earliest stipulated rent, nor shall any endorsement or statement on any
check or any letter accompanying the check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
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prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy in the Lease provided.
35. ENTIRE AGREEMENT.
----------------
This Lease and the exhibits, and rider, if any, attached hereto and forming
a part hereto, set forth all covenants, promises, agreements, conditions and
understandings between Landlord and Tenant concerning the Leased Premises, and
there are no covenants, promises, conditions or understandings, either oral or
written, between them other than are herein set forth. Except as herein
otherwise provided, no subsequent alteration, change or addition to this Lease
shall be binding upon Landlord or Tenant unless reduced to writing and signed by
each of them.
36. NO PARTNERSHIP.
--------------
Landlord does not, in any way or for any purpose, become a partner of
Tenant in the conduct of its business, or otherwise, or joint venturer or a
member of a joint enterprise with Tenant. The provisions of this Lease relating
to the percentage of rent payable hereunder are included solely for the purpose
of providing a method whereby the rent is to be measured and ascertained.
37. FORCE MAJEURE.
-------------
Landlord shall be excused for the period of any delay in the performance of
any obligations hereunder when prevented from so doing by cause or causes beyond
Landlord's control which shall include, without limitation, all labor disputes,
civil commotion, war, war-like operations, invasion, rebellion, hostilities,
military or usurped power, sabotage, governmental regulations or controls, fire
or other casualty, acts of God, inability to obtain any material, services, or
financing.
38. NOTICES.
-------
38.a. All notices shall be in writing.
38.b. Any notice by Tenant to Landlord must be served by certified mail
or overnight delivery service, postage prepaid with return receipt requested,
addressed to Landlord at 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx with a
copy to Xxxxxx X. Xxxxxx & Associates, P.C., 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000; or at such other address as Landlord may designate by
written notice.
38.c. After commencement of the term hereof any notice by Landlord to
Tenant shall be served by first class mail, postage prepaid, addressed to Tenant
at the Leased Premises or at such other address as Tenant shall designate by
written notice or by delivery by Landlord to the Leased Premises or to such
other address.
38.d. Notice shall be deemed to be properly given if addressed to Tenant
at its last known address, or if Tenant is a Corporation, the last known address
of any director, officer or agent of Tenant, if any item of mail is refused or
otherwise not delivered.
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38.e. In case of service by certified mail, such service shall be deemed
complete on the day of actual delivery, as shown by the addressee's receipt or
on the expiration of the third day after the day of mailing, whichever first
occurs. In case of service by first class mail, such service shall be deemed
complete on the day of actual delivery or on the expiration of the third day
after the day of mailing, whichever first occurs. In case of service by
overnight delivery service, such service shall be deemed complete on the day of
actual delivery, as shown by the addressee's receipt or on the expiration of the
next business day after the day of mailing, whichever first occurs.
39. CAPTIONS AND SECTION NUMBERS.
----------------------------
The captions, section numbers, article numbers and index appearing in this
Lease are inserted only as a matter of convenience and in no way define, limit,
construe, or describe the scope or intent of such sections or articles of this
Lease nor in any way affect this Lease.
40. TENANT DEFINED, USE OF PRONOUN.
------------------------------
The word "Tenant" shall be deemed and taken to mean each and every person
mentioned as a tenant herein be the same, one or more, and if there shall be
more than one tenant, any notice required or permitted by the terms of this
Lease may be given by or to any one thereof, and shall have the same force and
effect as if given to all thereof. The use of the neuter singular pronoun to
refer to Landlord or Tenant shall be deemed a proper reference even though
Landlord or Tenant may be an individual, a partnership, a corporation, or a
group of two or more individuals or corporations. The necessary grammatical
change required to make the provisions of this Lease apply in the plural sense
where there is more than one Landlord or Tenant and to either corporations,
associations, partnerships, or individuals, males or females, shall in all
instances be assumed as though in each case fully expressed.
41. BROKERS COMMISSION.
------------------
Each of the parties represents and warrants that it has dealt with no
broker or brokers in connection with the execution of this Lease, and each of
the parties agrees to indemnify the other against, and hold it harmless from,
all liabilities arising from any claim for brokerage commissions or finder's
fees resulting from the indemnitor's acts (including, without limitation, the
cost of counsel fees in connection therewith).
42. PARTIAL INVALIDITY.
------------------
If any term, covenant or condition of this Lease or the application of such
term, covenant or condition to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby and
each term, covenant or condition of this shall be valid and be enforced to the
fullest extent permitted by law.
43. RECORDING.
---------
Tenant shall not record this Lease or any memorandum thereof without the
prior written consent of Landlord.
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44. GOVERNING LAW.
-------------
This Lease shall be governed by and construed in accordance with the laws
of the State of New Jersey. If any provision of this lease or the application
thereof to any person or circumstances shall to any extent be determined to be
invalid or unenforceable, the remainder of this Lease shall not be affected
thereby, and each provision of the Lease shall be valid and enforceable to the
fullest extent permitted by the law.
45. LIABILITY OF LANDLORD.
---------------------
Anything contained in this Lease at law or in equity to the contrary
notwithstanding, Tenant expressly acknowledges and agrees that there shall at no
time be or be construed as being any personal liability by or on the part of
Landlord under or in respect of this Lease or in any way related hereto or the
Leased Premises; it being further acknowledged and agreed that Tenant is
accepting this Lease and the estate created hereby upon and subject to the
understanding that it shall not enforce or seek to enforce any claim or judgment
or any other matter, for money or otherwise, personally or directly against any
officer, director, stockholder, partner, principal (disclosed or undisclosed),
representative or agent of Landlord, but will look solely to the Landlord's
interest in the Building for the satisfaction of any and all claims, remedies or
judgments (or other judicial process) in favor of Tenant requiring the payment
of money by Landlord in the event of any breach by Landlord of any of the terms,
covenants or agreements to be performed by Landlord under this Lease or
otherwise, subject, however, to the prior rights of any ground or underlying
lessors or the holders of the mortgages covering the Building, and no other
assets of Landlord shall be subject to levy, execution or other judicial process
for the satisfaction of Tenant's claims; such exculpation of personal liability
as herein set forth to be absolute, unconditional and without exception of any
kind.
IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this Lease
as of the day and year first above written.
LANDLORD: Bluepointe, Inc.
By: /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Property Manager
TENANT: Xxxx Security International, Inc.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
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