OFFICE BUILDING LEASE
State of Florida
County of Pinellas
1. This Lease, made and entered into this 21st day of October, 1997 by
and between DCS Real Estate, a Florida Corporation whose address for purposes
hereof is X.X. Xxx 0000 Xxxxxxxxxx, XX 00000 (hereinafter called "Landlord") and
Lasergate Systems, Inc. whose address for purposes hereof is Suite 230 (Building
K) 0000 Xxxxxxxxx Xx. Xxxxxxxxxx, XX 00000 (hereinafter called "Tenant").
2. LEASE OF PREMISES. Landlord is the owner of Xxxxxxx Plaza an office
building (the "Building", containing approximately 92,760 square feet "Gross
Rentable Area of Building") situated on certain real estate commonly known as 00
X. Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 (the Building and real estate being
hereinafter called "Property"). Landlord does hereby lease unto Tenant, and
Tenant does hereby lease from Landlord, upon the terms and conditions
hereinafter set forth, approximately 10,160 square feet, (Tenants Gross Rentable
Area") of office space known and described as Suite numbers 226 to 233 Building
K the lease space being shown on Exhibit "A" attached hereto and made a part
hereof (hereinafter called the "Premises"). Premises shall be improved as shown
on Exhibit "B" (floor plan) attached hereto prior to date of commencement of the
Term; and specifications shown on Exhibit "C" (items furnished by landlord)
attached hereto. If Landlord or Landlord's general contractor upon the request
of the Tenant installs or constructs any items or equipment for Tenant in the
space leased not contained in Exhibit "C', such items or equipment shall be paid
for by Tenant within ten (10) days after receipt of a xxxx therefor. SEE
ADDENDUM
3. TERM. Subject to and upon the conditions set forth herein, Or in any
exhibit or addendum hereto, this lease shall continue in force for a term of 60
months and 15 days commencing on the 15th day of November, 1997 and ending on
the 30th day of November, 2002 unless sooner terminated as herein provided
(hereinafter referred to as "Term").
4. CONDITION OF PREMISES. Tenant's taking possession of the Premises
shall be conclusive evidence as against Tenant that the Premises were in good
order and satisfactory condition when Tenant took possession. No agreement of
Landlord to alter, remodel, decorate, clean or improve the Premises or the
Building and no representation respecting the condition of the Premises or the
Building has been made by Landlord to Tenant other than as may be contained in
this Lease or in a separate work letter agreement between Tenant and Landlord.
5. POSSESSION. If the Premises are not substantially ready for
occupancy on the date specified in Section 3 as the commencement of the Term, or
if for any reason Landlord cannot deliver Premises to Tenant on said date, this
Lease shall remain in effect, and Landlord shall not be subject to any liability
therefor, but the commencement date of the Term shall be extended to the date on
which the Premises are substantially ready for occupancy, or any earlier date on
which the Premises would have been substantially ready for occupancy but for
delay due to, but not limited to any of the following: special equipment,
fixtures or materials, or changes, alterations or add-ons requested by Tenant,
delay of Tenant in submitting plans, supplying information or approving or
authorizing plans, specifications, estimates or other matters; or any other act
or omission of Tenant. The expiration date of the ten-n shall be extended for a
like period. If Tenant shall occupy all or any part of the Premises prior the
date specified in Section 3 for the commencement of the Term, all of the Term,
all of the
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covenants and condition of this Lease, including the obligation to pay Rent,
shall be binding upon the parties hereto in respect of such occupancy as if the
first day of the Term, had been the date when Tenant began such occupancy, but
the termination date of the Tenn shall not be accelerated, except upon 'or
written consent of Landlord. SEE ADDENDUM: Financial Penalty
6. RENT: Tenant shall and hereby agrees to pay landlord Rent during the
Term as follows:
A. BASE RENT. Tenant shall pay, Landlord rent for the Premises ("Rent")
at the base annual rate of $98,552.00 payable in equal monthly installments of
$8,212.67. from the commencement of the Term until notification from Landlord of
an adjustment of rental rate in accordance with Paragraph 31 hereof, and
thereafter until the end of the Tenn at the adjusted annual rate determined in
accordance with Paragraph 31. Further, Tenant hereby agrees to pay monthly, as
additional rent any sales or use tax, or any other tax, which may be imposed
upon rents, (excluding State and/or Federal Income Tax) now or hereafter by any
Federal, State, Local, or other governing body. Sales tax at the commencement
date of this Lease is 7% of the monthly rent or $574.89 per month. SEE ADDENDUM
B. TIME AND PLACE OF PAYMENT. The Rent shall be paid 'in advance on or
before the first day of each calendar month during the Term. If the Term begins
on a day other than the first day of a calendar month or ends on a day other
than the last day of a calendar month, the Rent for such month shall be
prorated. Tenant shall pay the Rent to Landlord at Landlord's office in the
Building, or to such other person or at such other place as Landlord shall
designate. Tenants covenant to pay Rent shall be independent of every other
covenant contained in this Lease, Should Tenant be three (3) business days
delinquent in any rental payment due, then Tenant agrees to pay as a late rent
payment charge the lesser of 10% of the base monthly Rent or $150.00, in
addition to any Rent due hereunder.
7. SECURITY DEPOSIT. As additional security for the faithful and prompt
performance of its obligations hereunder, Tenant has concurrently with the
execution of this Lease paid to Landlord the sum of $16,637.00 Said security
deposit may be applied by landlord for the purpose of curing any default or
defaults of Tenant hereunder, in which event Tenant shall replenish said deposit
in full by promptly paying to landlord the amount so applied- Landlord shall not
pay any interest on such deposit, except as required by law. If Tenant has not
defaulted hereunder, Landlord has not applied said deposit to cure a default and
Tenant has replenished the same, then said deposit, or such applicable portion
thereof, shall be refunded to Tenant after the termination of this Lease. Said
deposit shall not be deemed an advance payment of Rent or a measure of
Landlord's damages for any default hereunder by Tenant. To the extent permitted
by law, Landlord shall be entitled to commingle Tenants security deposit with
other funds of Landlord. In no event shall Tenant be entitled to 'interest on
said deposit, except the extent required by applicable law.
8. ALTERATIONS.
A. Tenant shall not, without prior written consent of Landlord, make
any alterations, improvements, additions or installations or perform any
decorating, painting, or other similar work or in about the Premises. If
Landlord so consents, before commencement of any such work or delivery of any
materials into the Premises or the Building, Tenant shall furnish the Landlord
for approval: architectural plans and specifications, names and addresses of all
contractors, contracts, necessary permit and licences, certificates of insurance
and instruments of indemnification and waivers of lien against any and all
claims, costs, expenses, damages and liabilities which may arise in connection
with such work, all in such form and amount as may be satisfactory to Landlord.
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Whether or not Tenant furnishes the foregoing, Tenant agrees to hold Landlord,
and Landlord's beneficiaries, agents and employees forever harmless against all
claims and liabilities of every kind, nature and description which may arise out
of and in such manner as Landlord may from time to time designate. Tenant shall
pay the cost of all such work and the cost of decorating the Premises and the
Building occasioned thereby. Upon completion of such work, Tenant shall furnish
Landlord with contractor's affidavits and full and final waivers of lien and
receipted xxxx covering all labor and materials expended and used in connection
therewith. All such works shall comply with all insurance requirements and with
all laws, ordinances, rules and regulations of all governmental authorities, and
shall be done in a good and workmanlike manner with the use of good grades of
materials. Tenant shall permit Landlord to supervise and monitor construction
operations in connection with such work. All alterations, improvements,
additions and installations by Tenant to or on the Premises, other than built-in
furniture, shall become part of the Premises at the time of their installations,
and shall remain upon and be surrendered under the Premises as a part thereof at
the termination or expiration of this Lease. Consent of Landlord shall not be
unreasonably withheld.
B. Tenant agrees not to suffer or permit any lien of any mechanic or
materialman to be placed or filed against the Properly or the Premises. In case
any such lien shall be filed, Tenant shall immediately satisfy and release such
lien of record. If Tenant shall fail to have such lien immediately satisfied and
released of record, Landlord may, on behalf of Tenant, without being responsible
for making any investigation as to the validity thereof, pay the amount of said
lien and Tenant shall promptly reimburse Landlord therefor. Tenant has no
authority or power to cause or permit any lien or encumbrance of any kind
whatsoever, whether created by act of Tenant, operation of law or otherwise, to
attach to or be placed upon Landlords title or interest in the Premises, and any
and all liens and encumbrances created by tenant shall be attached to Tenant's
interest only.
9. SERVICES OF LANDLORD
A. Landlord covenants that it will, at the proper season, from 8:00
o'clock A.M. to 6:00 P.M. Monday through Friday and Saturdays from 8:00 A.M
until 1:00 P.M. (Holidays excepted) furnish electric power as provided herein
water, heat and air conditioning sufficient in Landlords judgment to keep the
premises comfortable for use and occupation, Further, Landlord shall make every
effort to comply with governmental guidelines regarding energy conservation and
temperature regulation. Tenant shall be permitted at least one "3 hr override"
per day to cool or beat space additional hours.
B. Landlord will furnish electric power only for lighting purposes and
operating small business machines such as small computers, copiers and fax
machines. Electric power, and installations for any and all other equipment
beyond those stated on Exhibits "B" and "C" shall be at Tenants sole cost and
expense.
C. Landlord will cause the Premises and Building to be cleaned and
generally cared for by its janitor in accordance with the standards of the
Building, five days weekly, excluding Holidays.
D. Landlord shall not be liable in damages by abatement of rent, or
otherwise, for failure to furnish or delay in furnishing electric power, heat,
air conditioning, water or janitorial service when such failure to furnish or
delay in furnishing is caused, in whole or in part, by the need for repairs, a
strike or labor controversy, the inability to secure fuel for the building, any,
accident or casualty, unauthorized act or default by janitors, other tenants,
Tenant, or employees of Landlord, or any cause beyond reasonable control of
landlord. Any such failure or delay in furnishing any service shall be without
liability of Landlord to Tenant and shall not be deemed to be an eviction or
disturbance in any manner or Tenants use and possession of the
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Premises or relieve Tenant from its obligation to pay Rent when due or from any
other obligation hereunder. Nor shall Landlord be liable for injury to persons
or property caused by any defects in the heating, air conditioning, electric
power or water system or arising out of failure to furnish heating, air
conditioning, water, electric power, and janitorial service.
10. LANDLORD'S REPAIRS.
A. Landlord shall have no duty to Tenant to make any repairs and
improvements to Building except structural repairs necessary for safety and
tenant ability; and maintenance and repair of all plumbing, lines, and equipment
installed for the general supply of hot and cold water, heat, ventilation, air
conditioning, and electricity, except that Tenant shall be responsible for any
and all repairs attributable to obstructions or objects deliberately or
inadvertently introduced or placed in the fixtures or lines leading thereto by
Tenant, its employees, servants, agents, licensees or invitees; and such other
repairs as provided for herein.
B. Landlord shall not be liable for any damage to any property, whether
or not owned by Tenant, in the Premises or in or near the Building caused by
gas, smoke, water, rain, ice or snow, which may leak into, or issue from any
part of the Building. Landlord shall not be liable for any damage whatsoever
either to person or property sustained by Tenant or other persons due to
Building or any part thereof being out of repair, or due to the happening of any
accident in or about Building, or due to any act of negligence of any tenant or
occupant of Building or any other person. Tenant shall use it's best efforts to
correct or prevent any roof Leakage or leakage of any nature within the
reasonable control of Landlord.
C. Landlord may enter the Premises at all reasonable times to make such
repairs and alterations to the Premises or any property or equipment located
thereon as Landlord shall desire, deem necessary or be required to do so by any
governmental authority or judicial order.
D. Tenant agrees to report immediately in Writing to Landlord any
defective condition in or about Premises or building known to Tenant whether
Landlord is obligated to make such repair or not, and negligent failure to
report shall make Tenant liable to Landlord for any expense of damage to
Landlord resulting from such failure to notify.
11. USE OF PREMISES. Unless other uses are specifically stated and
authorized herein the Premises shall be used and occupied by Tenant solely for
the purpose of office space. The Premises shall not be occupied or used for any
illegal purpose nor violation of any valid regulation of any governmental body
nor m any manner which would injure the reputation of the Building, nor in any
manner to create any nuisance or trespass, nor in any manner to invalidate or to
increase the premium rate for any policy of insurance carried on the building or
covering its operation or to violate the terms thereof. Tenant will pay all
increased insurance premiums on said Building which may be caused by Tenant's
use or occupancy of the Premises, which increase said insurance loss risk.
12. QUIET ENJOYMENT. If Tenant shall pay the rent reserved herein and
other amounts to be paid by tenant to landlord, and well and faithfully keep,
perform and reserve all of the covenants, agreements and conditions herein
stipulated to be kept, performed and observed by Tenant, Tenant shall at all
times during the term of this Lease have the peaceful and quiet enjoyment of
said Premises without hindrance of Landlord, or any person lawfully claiming
under Landlord, subject, however, to the term of this Lease and any mortgage
provided for in Paragraph 27.
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13. ASSIGNMENT AND SUBLETTING. Tenant may not, without the poor written
consent of Landlord, assign this lease or any interest thereunder, or sublet the
premises or any part thereof, or permit the use of the Premises by any other
party other than Tenant. Such consent shall not be unreasonably withheld.
Consent to one assignment or sublease shall not destroy or waive this provision
and all later assignments arid subleases shall likewise be made only upon the
poor written consent of Landlord. Subtenants or assignees shall become liable to
Landlord for all obligations of Tenant hereunder without relieving tenants
liability therefor. No such ass or sublease shall be terminated, canceled,
surrendered, modified or otherwise affected m any way to the detriment of any of
Landlord's rights without written consent of Landlord. No such assignment or
Sublease shall terminate or be terminated by reason of the termination of this
lease unless the Subtenant shall be given notice by Landlord of such
termination. Further, in the event a Sublease or Assignment is made, as provided
above, Tenant shall pay to the Landlord a charge of Two Hundred Fifty Dollars
(250.00) in order to reimburse Landlord for all of the necessary legal and
accounting services required to accomplish such subletting or Assignment.
14. REPAIRS BY TENANT. Tenant shall during the Term of this Lease and
any renewal or extension thereof, at its sole expense, keep the interior of the
space leased in as good order and repair as it is at the date of the
commencement of this lease, reasonable wear and tear and damages by accidental
fire or other casualty excepted. Further, Tenant agrees to use chair mats or
other suitable protection, at Tenant's expense, to prevent deterioration of the
carpet or floor covering. If any damage shall be caused by the negligence of
Tenant, its agents, employees, or invitees, Landlord may, at its option, repair
such damage, whether caused to the Building or tenants thereof, and Tenant shall
thereupon reimburse Landlord for the cost of repairing such damage, both to the
Building and to the tenants thereof within ten days of being billed therefor.
15. PROPERTY OF TENANT. Tenant may (if not in default hereunder) prior
to the expiration of the Lease, or any extension thereof, remove all personal
property which has placed in the Premises, provided Tenant repairs all damages
to the Premises caused by such removal, and restores said Premises to the
original condition, reasonable wear and tear excepted.
16. DAMAGE OR THEFT OF PERSONAL PROPERTY. Tenant agrees that all
personal property brought into the Premises shall be at the risk of Tenant only,
and Landlord shall not be liable for theft thereof or any damage thereto
occasioned by any acts of any tenants, or other occupants of the Building or any
other person.
17. INSURANCE. Tenant shall maintain at its own cost and expense:
A. Fire and Extended Coverage Insurance in an amount adequate to cover
the cost of replacement of all decorations, improvements, and contents in the
space leased in the event of fire, vandalism, theft, malicious mischief, or
other casualty generally included in extended coverage policies.
B. Public Liability Insurance on an occurrence basis with minimum
limits of liability in an amount of One Million ($1,000,000) Dollars, for bodily
injury, personal injury, or death to any one or more persons, and Fifty Thousand
($50,000) Dollars with respect to damage to property.
18. WAIVER OF CLAIMS AND INDEMNITY.
A. Tenant hereby releases and waives all claims against Landlord.,
Landlord's agents and servants for injury or damage to person, property or
business sustained in or about the Building or the Premises by Tenant,
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its agents, employees or servants, which injury or damages results from any act,
neglect, occurrence or condition in or about the building or the Premises,
except to the extent that such injury or damage is caused by the negligence or
willful or wanton act or omission of Landlord, Landlord's agents, employees or
servants.
B. Tenant agrees to indemnify and hold harmless Landlord, Landlord's
agents, employees, and servants against any and all claims, demands, costs, and
expenses of any kind and nature, including reasonable attorneys' fees for the
defense thereof, arising from Tenants occupancy of the Premises or from any
breach or default on the part of Tenant in the performance of any agreement of
Tenant to be performed pursuant to the terms of this Lease, or from any act or
neglect of Tenant, its employees, agents, servants, invitees or customers in or
about the Premises. In case any such proceeding is brought against any of said
persons, Tenant covenants to defend such proceeding at its sole cost and expense
by legal counsel reasonably satisfactory to Landlord, if requested by Landlord.
19. NO ESTATE IN LAND. This Lease shall create the relationship of
Landlord and Tenant between Landlord and Tenant; no estate shall pass out of
Landlord; and Tenant has only a usufruct which is not subject to levy and sale.
20. COMPLIANCE WITH LAWS. Both Landlord and Tenant shall comply with
all applicable laws, statues, ordinances, and regulations of duly constituted
public authorities now or hereafter 'in any manner affecting the space leased,
specifically including but not limited to those provisions regarding default,
eviction, and the due process of law, whether or not any such laws, ordinances
or regulations which may be hereafter enacted involve a change of policy on the
part of the governmental body enacting the same. Lessee agrees, at its own
expense, to promptly comply with all requirements of any legally constituted
public authority necessitated by reason of Lessee's occupancy of said Premises.
21. HOLDING OVER. If Tenant retains possession of the Premises or any
part thereof after the termination of this Lease by lapse of time or otherwise,
Tenant shall pay to Landlord the monthly installments of Rent, at double the
rate payable for the month immediately preceding said holding over, computed on
a per- month basis, for each month or part thereof (without reduction for any
such partial month) that Tenant thus remains in possession and, in addition
thereto, Tenant shall pay to Landlord all direct and consequential damages
sustained by reason of Tenant's retention of possession. Alternatively, at the
election of Landlord expressed in a written notice to Tenant and not otherwise,
such retention of possession by Tenant shall constitute a renewal of this Lease
on all the terms and conditions contained herein for a period of one year. The
provisions of this Section 21 shall not be deemed to limit or exclude any of
Landlords rights of reentry or any other right granted to Landlord hereunder or
under law.
22. EMINENT DOMAIN.
A. In the event the whole or any substantial part of the Building or
the Premises shall be taken or condemned by any competent authority for any
public or quasi-public use or purpose, this Lease shall terminate as of the date
of taking of possession by the condemning authority, and Rent shall be
apportioned as of said date.
B. In the event less than a substantial part of the Building or the
Premises shall be taken or condemned for any public or quasi-public use or
purpose, or if any adjacent property or street shall be condemned or improved in
such manner as to require the use of any part of the Premises or of the
Building, then at the election of Landlord expressed by delivery of written
notice to Tenant within ninety days after said date of taking, condemnation or
improvement, this Lease shall terminate as of said date without any payment to
Tenant therefor.
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C. Landlord shall be entitled to receive the entire award from any
taking or condemnation without any payment to Tenant, and Tenant hereby assigns
to Landlord Tenants interest, if any, in such award-, provided, however, Tenant
shall be entitled to receive any award or portion of specifically designated as
being compensation for Tenant's movable trade fixtures, improvements installed
by Tenant and/or Tenants an award relocation expenses.
23. DAMAGE BY FIRE OR OTHER CASUALTY.
A. If the Building or the Premises are made substantially untenantable
by fire or other casualty Landlord may elect either to:
(i) terminate this Lease as of the date of such fire or other
casualty by delivery of notice of termination to Tenant within sixty (60) days
after said date; or
(ii) without termination of this Lease proceed with due
diligence to repair, restore, or rehabilitate the Building or the Premises,
other than leasehold improvements paid by Tenant, at Landlord's expense.
B. If the Premises or the Building are damaged by fire or other
casualty, but are not made substantially untenantable, then Landlord shall
proceed with due diligence to repair and restore the Building or the Premises,
other than leasehold improvements paid for by Tenant, unless such damage occurs
during the last twelve months of the Term, in which event Landlord shall have
the right to terminate this Lease as of the date of such fire or other casualty
by delivery or written notice termination to Tenant within thirty days after
said date.
C. If all or any part of the Premises are rendered substantially
untenantable by fire or other casualty and this Lease is not terminated, Rent
shall xxxxx for all or said part of the Premises which are untenantable on a per
diem basis from and after the date of the fire or other casualty and until the
Premises are repaired and restored.
24. RIGHTS OF RECOVERY. Landlord and Tenant agree to have all fire and
extended coverage and material damage insurance which may be carried with
respect to the Premises or to the property located therein endorsed with a
clause substantially as follows: "This insurance shall not be invalidated should
the insured waive in writing poor to a loss any or all rights of recovery
against any part for loss occurring to the property described "herein". Landlord
and Tenant hereby waive all claims for recovery from each other for any loss or
damage to them or to any of their property insured under valid and collectible
insurance policies to the extent of the proceeds collected under such insurance
policies.
25. ENTRY BY LANDLORD. Landlord may enter the Premises at reasonable
hours to exhibit the same to prospective purchasers or tenants, to inspect the
Premises to see that the Tenant is complying with all its obligations hereunder,
to make repairs required of Landlord or deemed necessary or desirable by
Landlord under the terms hereof or necessary to Landlords adjoining property,
and to conduct and monitor the satisfactory completion of services provided by
Landlord. The Landlord shall also be allowed to take any and all needed
materials and equipment that may be required to make such repairs, additions,
alterations, and improvements into and through the Premises without being liable
to Tenant in any manner whatsoever. During the time such work is being done in
or about the Premises, the Rent provided herein shall in nowise xxxxx, and
Tenant waives any claim and cause of action against Landlord for damages by
reason of interruption to Tenants business or loss of
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profits therefrom.
26. CHANGE OF PREMISES. If the space described herein contains less
than 2,500 square feet, Landlord reserves the right to remove Tenant to other
similarly improved space in said Building (and such new space shall be deemed
the Premises for all purposes hereunder) on sixty (60) days notice, Tenant to
have the option within ten (10) days from the date of such notice to agree with
Landlord upon new space. In case Landlord and Tenant do not agree within ten
(10) days upon the terms of removal, then the Lease shall become null and void
and of no further effect, after sixty (60) days from the date of above notice.
Landlord agrees to pay expenses not exceeding the amount of one (1) months base
rental for moving Tenant to the new space agreed upon, subject to adjustment by
Tenant a authentication of Tenant's actual relocation expenses.
27. MORTGAGEE'S RIGHTS. Tenant agrees that this Lease and the rights of
Tenant shall be and are hereby made subject and subordinate to any loan deed or
mortgage to the full extent of all debts and charges secured thereby and to any
renewals or extensions of any part thereof and to any loan deed or mortgage
which any owner of the Building or Property may hereafter, at any time, elect to
place on the Building and Tenant agrees upon request to hereafter execute any
papers which counsel for Landlord may deem necessary to accomplish that end and,
in default of Tenant so doing, Landlord is hereby empowered to execute such
paper or papers in the name of Tenant as the act and deed of Tenant, and this
authority is hereby declared to be coupled with an interest and not revocable.
In the event of foreclosure pursuant to any such loan deed, Tenant agrees to
attorn to the purchaser pursuant to any foreclosure sale, and, at the option of
such purchaser, Tenant shall thereafter remain bound pursuant to the terms of
this Lease as if a new and identical lease between such purchaser, as Landlord,
and Tenant, as Tenant, had been entered into for the remainder of the Term
hereof.
28. EXTERIOR SIGNS. Tenant shall not paint or place signs visible upon
or from the windows or corridor doors of the Premises except with prior written
consent of Landlord: and Tenant shall place no signs upon the outside walls or
the roof of the Premises or Building.
29. NOTICES. Any written notice required or allowed by this Lease to be
given to either Landlord or Tenant shall be deemed delivered when mailed by
certified or registered mail postage prepaid and deposited in the United States
mail properly addressed to the parties at the addresses that appear after their
names at Paragraph I herein above.
30. RULES AND REGULATIONS. The Rules and Regulations m regard to the
Building, attached hereto as Exhibit "D", and all Rules and Regulations winch
Landlord may hereafter from time to time adopt and promulgate for the government
and management of said Building, are hereby made a part of this Lease and shall,
during the term of this Lease be in all things observed and performed by Tenant
and Tenant's clerks, employees servants and agents Tenant does hereby accept and
agree for itself, its employees, agents, clients, customers, invitees, and
guests, to abide by, uphold and fully comply with the Rules and Regulations as
shown on Exhibits "D" and with such reasonable modifications thereof and
additions thereto as Landlord may make. Insofar as the attached standard Rules
and Regulations conflict with any of the terms and provisions of this Lease, the
terms and provisions of thus Lease shall control. Tenant further agrees that
Landlord shall have the right to waive any or all such rules in the case of any
one or more tenants in the Building without affecting Tenants obligations under
this Lease and the Rules and Regulations and that Landlord shall not be
responsible to Tenant for the failure of any other t to comply with the Rules
and Regulations.
31. ADJUSTMENT OF RENTAL RATE. The monthly base rent for each twelve
month period subsequent to the first complete Twelve month period occurring
during the term of this Lease or any renewal
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thereof shall be computed by multiplying the base rent, as set forth in the
Paragraph titled, "Rent & Security Deposit", by a fraction whose numerator shall
by the Consumer Price Index (US. City Average- (1967=100)- All items, Bureau of
Labor Statistics of the United States Department of Labor) for the third month
prior to the appropriate anniversary date and whose denominator shall be said
Consumer Price Index (US. City Average-All items) for the month of the
commencement date of this Lease, provided that in no event shall such base rent
be less than the base rent stated in the Paragraph titled "Rent & Security
Deposit". In the event that the Consumer Price index shall cease being
published, Lessor shall have the right to substitute a similar index covering
the appropriate time period. The Lessor shall notify the Lessee of the adjusted
monthly base rent, in writing prior to the respective anniversary date or as
soon thereafter as possible if such rent adjustment occurs. If the Consumer
Price Index for the third mouth poor to the anniversary date has not been
published at the time Lessor wishes to make notification to Lessee, Lessor may
compute the new rent using the latest month available. The agrees to pay the
adjusted monthly base rent together with any applicable taxes, (sales and use
tax) on the first day of each and every month for the following twelve month
period or for those months remaining in said period after modification by
Lessor, however, the Lessee shall not be liable for rent adjustment for any
portion of any twelve month period prior to notification by Lessor.
Notwithstanding any waiver by the corporation of rent
otherwise chargeable hereunder, the corporation shall at all times be authorized
to calculate and charge annual rent adjustments without regard to such waiver
CPI, when applicable, will not exceed 7% nor be less than 2% SEE ADDENDUM for
Rent Schedule
32. REMEDIES OF LANDLORD.
A. In the Event:
(i) Tenant defaults in the payment of Rent and does not cure
the default within five (5) days after written demand;
(ii) Tenant defaults in the prompt and full performance of any
other provision of this Lease or fails to comply with any of the Rules and
Regulations now or hereafter established for the government of the Building, and
does not cure the default within fifteen (15) days after written demand by
Landlord that the default be cured or with respect to a default which cannot
reasonably be cured within fifteen (15) days. Tenant fails to commence such cure
within said fifteen (15) day period or fails to diligently conclude such cure
thereafter,
(iii) Tenant makes an assignment for the benefit of creditors,
admits its inability to pay its debts or takes any action towards a general
compromise of its debts or a composition with its creditors;
(iv) All or any substantial part of the assets of Tenant,
including the leasehold interest hereunder of Tenant, are attached, seized, or
become subject to a writ or distress warrant, are levied upon or come within the
possession of any receiver, or assignee for the benefit of creditors and such
attachment, seizure, writ warrant or levy is not withdrawn or removed within ten
(10) days after becoming effective;
(v) A notice of lien or levy if filed with respect to all or
any of Tenants assets located on the Premises by any federal, state, county or
municipal body, department, agency or instrumentality for taxes or debts then
owing by Tenant and such notice is not released or withdrawn within twenty (20)
days after its filing;
(vi) A judgment of other claim becomes a lien or encumbrance
upon all or any of Tenant's assets located on the Premises and such judgment or
claim is not vacated or satisfied within twenty (20) days after its entry or
filing; or
(vii) Any petition is filed by or against Tenant under any
section or chapter of the National Bankruptcy Act;
(viii) Tenant vacates or abandons the Premises or fails to
take possession of the Premises within fifteen (15) days after the commencement
of the Term;
9
then and in any such event Landlord may, if Landlord so elects, either
immediately terminate this Lease and Tenant's right possession of the Premises
or, without terminating this Lease, immediately terminate Tenant's right to
possession of the Premises.
Notwithstanding the foregoing, Landlords all be obligated to give
notice of default in payment of Rent and Tenant shall have the aforesaid five
day grace period in which to cure such default, only one time each calendar
year, any subsequent default entitling Landlord immediately to exercise any one
or move of the remedies it may have at law or as hereinafter provided upon
default be Tenant.
B. In the event Landlord elects, pursuant to subsection A above, to
terminate this Lease and Tenant's right to possession, Landlord shall be
entitled to recover immediately from Tenant liquidated damages 'in an amount
equal to the present value of all Rent reserved hereunder for the remainder of
the Tenn following such termination (discounted at the rate of 6% annum) plus
all unpaid Rent and other sums then owed by Tenant to landlord at the time of
such termination; provided, however, that from and after the full payment to
Landlord of such liquidated damages Landlord shall refund to Tenant on the first
day of each month during the remainder of the term an amount equal to the
monthly Rent received by Landlord upon any reletting of the Premises less all
Landlord's expenses of reletting, but in no event shall any such refund exceed
the monthly Rent reserved hereunder Landlord's said refund obligations shall not
be binding upon any mortgagee 'in the event of any mortgage foreclosure.
C. In the event Landlord elects, pursuant to subsection A above, to
terminate Tenant's right to possession only without terminating this Lease.
Landlord may, at Landlord's option enter into the Premises, remove Tenants signs
and other evidence of tenancy, and take and hold possession thereof, as provided
in subsection E below, provided, however, that such entry and possession shall
not terminate this Lease or release Tenant, 'in whole or in part, from Tenants
obligation to pay Rent reserved hereunder for the full Term or from any other
obligation of Tenant under this Lease. If the rent collected by Landlord upon
any reletting of the Premises for Tenants account is insufficient to pay when
due the full amount of all unpaid Rent and other sums owed by Tenant to Landlord
plus all of Landlord's expenses of reletting, Tenant shall pay to Landlord from
time to time the amount of each monthly deficiency promptly upon demand.
D. Upon and after Landlord's entry into possession with or without
termination of this Lease, Landlord may, but need not , relet the Premises of
any part thereof to any person, firm or corporation other than Tenant, for such
Rent, for such Term and upon such conditions as Landlord in Landlord's sole
discretion shall determine, and Landlord shall not be required to accept any
Tenant offered by Tenant (provided that such acceptance shall not be
unreasonably refused) or to observe any instructions given by Tenant concerning
such reletting. In any such case, Landlord may incur expenses for repairs,
alterations, improvements, additions and decorations of or to the Premises of
the extent deemed necessary or desirable by Landlord for the purpose of
reletting the Premises. All such expenses plus all brokers! commissions and
attorneys' fees incurred by Landlord in connection with any reletting of the
Premises shall be included as "Landlord's expenses of reletting" as that term is
used in subsections B and C above.
F. Upon termination of this Lease, whether by lapse of time or
otherwise, or upon any termination of Tenant's right to possession of the
Premises upon termination of the Lease, Tenant shall surrender and vacate the
Premises immediately and deliver possession thereof to Landlord in a clean, good
and tenantable condition, ordinary wear and damage by fire or other casualty
excepted. Upon any termination which occurs other than by reason of Tenant's
default , Tenant shall be entitled to remove from the Premises all built-in
furniture and
10
carpeting, provided that Tenant shall repair all damage resulting from such
removal and shall restore the Premises in a tenantable condition. All other
additions, decorations, fixture hardware, and all improvements, temporary or
permanent, in or about the Premises, whether placed there by Tenant or Landlord,
shall unless Landlord directs their removal, remain Landlord's property and
shall remain upon the Premises without compensation, allowance, or credit to
Tenant. In the event possession is not immediately delivered to Landlord or if
Tenant shall fall to remove all such property which is entitled or directed to
remove. Tenant hereby grants to Landlord full and free license to enter into and
upon the Premises with or without process of law for the purpose of returning to
Landlord the Premises as of Landlord's former estate, to expel or remove Tenant
and any others who may be occupying the Premises and to remove any and all
property there from using such force as may be necessary, without being deemed
guilty of trespass, eviction or forcible entry or detainer, and without
relinquishing Landlord's right to Rent or any other right hereunder.
E. Any and all property winch may be removed from the Premises by
Landlord pursuant to subsection E above or pursuant to law shall be conclusively
presumed to have been abandoned by Tenant and title therein shall pass to
Landlord without any cost by setoff , credit or otherwise, and Landlord may, at
its option:
(i) accept title to such property in which event Tenant shall
be conclusively presumed to have conveyed such property to Landlord under this
lease as a xxxx of sale;
(ii) at Tenant's expense, dispose of such property in any
manner that Landlord shall choose; or
(iii) at Tenant's expense, store such property.
In no event, however, shall Landlord be responsible for the value, preservation
or safe keeping of such property.
F. Tenant shall pay upon demand all of Landlord's costs, charges, and
expenses, including reasonable attorney's fees, incurred by Landlord in
enforcing Tenant's obligations hereunder.
G. If Tenant shall default in the performance of any of its obligations
hereunder and said default shall continue after the expiration of any notice or
grace period herein provided, Landlord may perform such obligation for the
account and expense of Tenant without notice, and Tenant shall reimburse
Landlord therefor upon demand.
H. All rights and remedies of Landlord upon this Section 32 and
elsewhere in this Lease shall be distinct, separate and cumulative and none
shall exclude any other night or remedy of Landlord set forth in this Lease or
allowed by law. Tenants obligations under this Section 32 shall survive the
expiration of the Term.
33. ESTOPPEL CERTIFICATE. Tenant shall from time to time, upon not less
than ten (10) days prior written request by Landlord, deliver to Landlord a
statement in writing certifying;
A. that this Lease is unmodified and in full force and effect, or , if
there have been modifications that the Lease modifications that the Lease as
modified is in full force and effect.
B. the dates to which Rent and other charges have been paid; and
3
11
C. that Landlord is not in default under any provision of this Lease or
if in default, a detailed description thereof.
34. BROKERAGE REPRESENTATION. Tenant represents it has not had any
deals with any Realtor, broker, agent, or finder, in connection with the
procuring or negotiation of this Lease other than Commercial Partners Realty,
Inc. (CPR) whom will be compensated by Landlord according to a written agreement
between Xxxxx Xxxxxxxxxx of CPR and Xxxxxx Xxxxxxx of D.C.S. Real Estate, Inc.
further, Tenant hereby indemnifies and waives any claim against Landlord for any
such fee unless stated in writing to the contrary.
35. MISCELLANEOUS.
A. All unpaid amounts due to Landlord under this Lease for Rent shall
bear interest at 15 percent annum or the highest legal rate, whichever is less,
from the date due until paid. All other amounts due to Landlord under this Lease
shall be considered, for purposes of this Paragraph 35A, as Rent.
B. All of the representations, agreements, and obligations of Landlord
are contained herein, and no modification waiver or amendment of the provisions
of this Lease shall be binding upon Landlord unless in writing and signed by
Landlord or by a duly authorized agent of Landlord.
C. Submission of this instrument by Landlord to Tenant for examination
shall not bind Landlord in any manner, and no lease, option, agreement to lease,
or other obligation of Landlord shall arise until this instrument is signed by
Landlord and delivered to Tenant.
D. No rights to light or air over any property, whether belonging to
Landlord or to any other person, are granted to Tenant by this Lease.
E. No receipt of money by Landlord from Tenant after the termination of
this Lease or Tenants right to possession of the Premises, the service of any
notice, the commencement of any suit, or any final judgment for possession of
the Premises shall reinstate, continue or extend the Term or affect any such
event.
F. No waiver of any default of Tenant hereunder shall be implied from
any failure by Landlord to take any action on account of such default whether or
not such default persists or is repeated, and no express waiver shall affect any
default other than the default specified in such waiver and then only for the
time and to the extent therein stated.
G. Each provision hereof shall be binding upon and inure to the benefit
of the Landlord and Tenant and their respective heirs, assigns, executors,
administers, legal representatives and successors,
H. The headings or captions of Sections are for convenience only, and
are not part of this Lease, and shall not affect the interpretation of this
Lease.
I. Tenant hereby consents to any future assignment by Landlord of any
part or all of its rights hereunder.
J. This Lease instrument shall not be recorded by the Tenant without
the execution and acknowledgment of an appropriate memorandum or short form of
this Lease and Landlord's prior written consent.
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K. Landlord in its sole discretion may request that tenant not utilize
more than 5.25 parking spaces per 1,000 sq ft of leased space by tenant or its
employees or invitees.
36. RADON DISCLOSURE: Radonisanaturally g radioactive gas that when it
had 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 guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit.
37. AMERICANS DISABILITIES ACT: Tenant at Tenants sole expense shall
comply with all laws, rules orders, ordinances, directors, regulations, and
requirements of federal, state, county, and municipal authorities now in force
or which shall impose any duty upon Landlord or Tenant with respect to the use,
occupation or alteration of the Premises, including, without limitation the
Americans with Disabilities Act.
38. RIDER- All riders, exhibits, and guaranty forms attached to this
Lease and signed or initialed by Landlord and Tenant are made a part hereof and
are incorporated herein by reference.
SEE ADDENDUM: two (2) pages signed by all parties
Time is of the essence with regard to all terms of
this lease.
IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be duly
executed as of the date first written above.
LESSOR: LESSEE:
DCS Real Estate, Inc. Lasergate Systems, Inc.
By:______________________________ By:_________________________________________
Xxxxxx Xxxxxxx, President Xxxxxx Xxxxxxx, VP Chief Financial Officer
Witness: x Witness: x
Printed: x Printed: x
Witness: x Witness: x
Printed: x Printed: x
13
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ADDENDUM:
(1) GENERAL: First full months rent (for period of 12/1/97 to 12/31/97) and
security deposit (equal to 1 and 1/2 times monthly rent in year 5) shall be paid
concurrently with Lease execution. Rent for the period of 11/15/97 to 11/30/97
($4,106.33 plus Sales tax of $292.01) shall be due at time of move-in.
(2) RENT SCHEDULE: the following shall supersede Paragraph 31 during the initial
term of Lease (e.g.; prior to any renewals)
YR# Term: $ per SF Rent Tax @ 7% Total Monthly Payments
--- ----- -------- ---- -------- ----------------------
1 15/Nov/97 to 30/Nov/98 $9.70 $8,212.67 $574.89 $8,787.55
2 1/Dec/98 to 30/Nov/99 $11.10 $9,398.00 $657.86 $10,055.86
3 1/Dec/99 to 30/Nov/2000 $12.10 $10,244.67 $717.13 $10,961.79
4 1/Dec/2000 to 30/Nov/2001 $12.60 $10,668.00 $746.76 $11,414.76
5 1/Dec/2001 to 30/Nov/2002 $13.10 $11,091.33 $776.39 $11,867.73
(3) RENEWAL OPTIONS: This provision applies only to the initial term of said
lease and not to any renewals: Provided Tenant is not in default under the Terms
of this Lease, Tenant will be granted an option to renew this Lease at the end
of Lease term for a period of either a 1, 2 , 3, 4 or 5 year term under similar
terms and conditions with rent escalations based on the CPI but no greater than
7% annually nor less than 2%. Year 1 (of the new Lease term) base rate shall be
at a CPI (as referred to in Xxxxx. 31) escalation from year 5 of this Lease
using, however, a base rate of $13.25 for Year 5 for purposes of calculating the
first year of renewal term. Should such renewal option be exercised, Landlord
agrees to furnish tenant improvement dollar amounts as follows which instead of
T.I. allowance may credited toward a rate reduction:
Term of Renewal Tenant Improvements or Rate Reduction at Tenants option:
1 Year Renewal: $1.00 per square foot allowance paid by landlord
2 Year Renewal: $2.00 per square foot allowance paid by landlord
3 Year Renewal: $3.00 per square foot allowance paid by landlord
4 Year Renewal: $4.00 per square foot allowance paid by landlord
5 Year Renewal: $5.00 per square foot allowance paid by landlord
Option may be exercised by Tenant on at least 90 days written notice prior to
the end of the fifth year of the Lease. Landlord Reserves to night to terminate
such option to renew in the event Landlord, in Landlords reasonable discretion,
determines it is in the best interest of the landlord, for a owner occupant to
occupy Premises or for a redevelopment (e.g.; substantial structural
modification of Xxxxxxx Plaza) to occur. Should Tenant wish to exercise such
option and Landlord elects to terminate this option; Tenant shall be reimbursed
to the extent, if any, that such option renewal price is low comparable market
rates for similar building space as defined by the 'Bayside Market-. Pinellas
County and surveyed by publications such as the Xxxxxx Report; Blacks Guide and
commercial Realtor surveys such as Xxxxx & Xxxxx; and Xxxxxxx & Xxxxxxxxx.
15
(4) RIGHT OF FIRST REFUSAL: This provision applies only to the initial term of
said lease and not to any renewals: At anytime during the term of Lease, Tenant
shall have a right of first refusal for the following suite(s) shown on "Site
Plan: Exhibit A" Building: I Suite(s) # All Building: J Suite(s) # All
Building,: Suite(s) # all Building: Suite(s)#
Building: Suite(s) Building: Suite(s) Building:
Suite(s) Building: Suite(s)
Should Landlord have the opportunity to lease the above referenced suites He
shall immediately notify Tenant. Tenant must then execute or reject their right
in writing by 5:00 PM E.S.T. on the following business day (Monday to Friday;
national holidays excepted). In the event tenant elects to Lease any of the
above referenced space within this Tenn; Lease rates shall be at the same rate
as shown 'in Addendum xxxxx. #(2) above ($ per sq. ft.) to coincide with the
same term as this Lease. However in no event shall rate be less than $11.25 per
square foot Tenant shall have no Right of Refusal in the case of Lease Renewals.
(5) PREMISES: This provision applies only to the initial term of said lease and
not to any renewals: (1) Reference Exhibit A-2 : areas highlighted and
referenced as suite 227 and suite 228. At Landlord's option, suite # 227 and/or
suite #228 may not, at Landlords option, be made available to Tenant until, but
no later than February 15, 1998. However Tenant agrees to take occupancy to
either or both suites upon 15 days notice by Landlord of it's intent to provide
said space to Tenant. Upon such notice Tenant shall be provided 15 days of rent
abatement (applicable only to suites 227 and 228) such period beginning on the
day Landlord provides notice. Suite improvements shall be in accordance with
Exhibit C. Prior to Tenants occupancy of each suite 227 and 228, Lease rates
shall be adjusted by deducting for the unoccupied square footage using; for
purposes hereof; the following and correlating to a daily rate for deductions:
Suite #227: 863 s.f. = $23.29 per diem Suite #228: 420 s.f.= $11.34 per diem
(6) POSSESSION: FINANCIAL PENALTY(S) TO LANDLORD: This provision applies only to
the initial term of said lease and not to any renewals: In the event Premises
are not substantially ready for occupancy on the date specified in Section 3 as
the commencement of the Term, unless delay is specifically a result of Tenant in
submitting plans, supplying information or approving or authorizing plans,
specifications, estimates or other matters; or any other act or omission of
Tenant; Landlord agrees to the following schedule of Penalties:
Penalty (A) Should overall Premises (other than Suites #227 and #228) not be
substantially ready for occupancy by 11/15/97: Landlord agree to pay as
liquidated damages (but not to the Termination of this Lease): $500.00 per day
to Tenant beginning on 11/15/97 and continuing on to and including 11/23/97.
Penalty (B) Should overall Premises (other than Suites #227 and #228) not be
substantially ready for occupancy by 11/24/97 Landlord agree to pay as
liquidated damages (but not to the Termination of this Lease): $1,000.00 per day
to Tenant beginning on 11/24/97 and continuing until space is substantially
ready for occupancy. For items 6(A & B) above; "Substantially Ready" shall mean
Tenant is not precluded from conducting their normal operations due to Premises
condition and Tenant shall not have to relocate or move furniture and
furnishings in order for Landlord to continue balance of improvements. Penalty
(C) Reference Exhibit B-2: area referenced as "Support". In the event said area,
as highlited on
16
Ex. B-2 is not substantially ready and for occupancy on 11/15/97 as a result of
Landlord's neglect or failure to timely provide for improvements under Landlords
control unless delay is specifically a result of Tenant in submitting plans,
supplying information or approving or authorizing plans, specifications,
estimates or other matters; or any other act or omission of Tenant: Landlord
agree to pay as liquidated damages (but not to the Termination of this Lease):
$5 000 00 per day to Tenant beginning on 11/15/97 and continuing until space is
substantially ready for occupancy. However, on or about 11/14/97 Landlord has
the right to request an inspection by Tenant and for approval in writing; in the
event material and substantial problems are determined Landlord shall have the
right to a 24 to 48 hr corrective period after which Tenant shall, upon
reasonable completion by Landlord as necessary, sign a waiver of Penalty in
respect; to Penalty "C". If a list of all material and substantial problems is
not presented by Tenant at such time, all penalties shall be waived. This clause
is in no way applicable for areas not made available referenced as suite 227 or
suite 228 and shown and highlited on Exhibit A-2 in respect to this Par. (6)
above. Penalties shall not apply if completion is beyond any reasonable control
of Landlord; (e.g. an act of God or extreme catastrophe). All penalty provisions
above shall not be applicable due to minor punch list items which can be
completed without any undue interruption to Tenants operations.
(7) RECREATION/BREAK AREA: as shown on exhibit "F" landlord shall provide
standard improvements including new carpet, new ceiling tiles; and texture and
paint, in addition up to $500.00 of wall modifications. Tenant shall have
exclusive use of the space at no charge during the initial term of the Lease.
Suite shall be completed no later than 3/31/98
(8) SHARED TENANT CONFERENCE ROOM: as shown on exhibit "F "Landlord shall
construct and furnish a shared conference room. Tenant shall have the right to
use the space at no charge on a space available basis under reasonable "Rules
and Regulations" as designated by Landlord. Landlord shall furnish Conference
room table(s) to seat twenty people. Tenant shall be guaranteed a minimum usage
of 40 hours per month. Suite shall be completed no later than January 15, 1998.
(9) "WORKOUT ROOM": as shown on exhibit "F" Landlord shall designate and furnish
improvements and equip a designated suite to be used, at the sole discretion of
landlord, by Tenants of the Xxxxxxx Plaza at the choosing of landlord under the
sole discretion of Landlord a "workout room"; (i.e. gym with shower and bath).
Landlord commits to a total tenant improvement allowance of $6,000.00 towards
improvements of the "Workout Room" to be jointly agreed to with Tenant; but not
to exclude the installation of a Stairmaster and a Lifecycle. However Tenant
shall be allowed free usage at all times of "Workout Room". Space shall be
completed by February 28, 1998 Tenant shall abide by reasonable "Rules and
Regulations" as designated by Landlord at all times.
(10) RESERVED PARKING SPACES landlord shall provide six (6) parking spaces to be
located as highlited on Exhibit E
(11) Walkway/Common are improvements: Landlord agrees to reasonably care for and
clean garden area walkways, planter beds, and benches during the term of this
Lease. In addition, Landlord agrees to install the following for the
non-exclusive use of Tenant:
(a) Landlord agrees to acquire and install (2) round concretetables(approx.
42" diameter & seating
6) for exterior usage to be located as shown on Exhibit "F"
17
(a) LANDSCAPING Landlord agrees to commit to program at Landlords expense to be
completed by the end of the first quarter of 1998 to upgrade and improve common
area walkway planter beds as well as overall landscaping throughout the complex.
(12) Landlord hereby consents to Tenant operating turnstiles, laser, and radio
frequency scanners, and other ticketing and access control equipment.
(13) Subsequent to eighteenth month of Lease Term, provided Tenant is not in
default under the terms of Lease, Landlord shall refund 1/3 (one-third) of
Security Deposit.
LESSOR: LESSEE:
DCS Real Estate, Inc. Lasergate Systems, Inc.
By: By:
Xxxxxx Xxxxxxx, President Xxxxxx Xxxxxxx, VP Chief Financial Officer
Witness: Witness:
Witness: Witness:
18
Exhibit C
Building K: Lasergate Systems, Inc.
Suite Preparation
Structural/Mechanical/Electrical:
Modify walls and doors to result in floorplan as shown on Exhibit B
Install Double 3'0" Entry doors (adjacent to 'Product Storage' area):
exterior solid core or steel ext. doors (at Landlords option)
Lighting fixtures shall be 2' x 4' recessed fluorescent fixtures to provide
output as typical in comparable buildings or so as to meet the
reasonable request of Tenant
HVAC systems: 12 Heilbrand (installed aprox Dec. 1993) package units @ 2.5 tons
cooling capacity ea.
HVAC ductwork shall be modified as needed to provide a properly balanced system
of air supplies and air
returns
New Honeywell T7300, or similar, Thermostats (12) to be installed
Ceiling insulation to be removed and replace with new insulation xxxxx to meet
an efficiency rating of R-19 Sound insulations ('Polymaster' plastic foram or a
similar product) to be installed in Executive/Conference
area as highlited in blue on floorplan
Coordinate only: Remove all existing phone jacks per Tenant's oral instructions
All phone work shall be contracted and for exclusively by Tenant
Main Rest Room area: existing common area rest rooms shall be isolated to
the usage of "K" building Additionally, these restrooms shall be
remodeled to approximate the condition of the #300 common area
restrooms existing at Xxxxxxx Plaza. (This item shall have a completion
date of 2/28/97)
Special Electric requirements:
Provide up to 6 isolated electric receptacles on one circuit Throughout: Texture
spray interior walls with a orange peel or knockdown finish
Landlord shall provide wallpaper in 3 or 4 Executive office andin ExecutiveConf.
room as shown on floorplan: covering all labor and an allowance of up to $.50
per sf allowance for material
Paint all walls with Xxxxxxx Ultra Hide Flat (or similar) Paint doors/trim with
Xxxxxxx Ultra Hide Semi Gloss (or similar) New door hardware to be installed:
all doors shall have Standard passage sets
Eight doors shall have Keyed Locksets
Install new carpet throughout (except for designated tiled areas and upgraded
carpet in up to 150 sq yds) using 20 oz commercial gluedown loop pile
carpet or similar
Install new vinyl cove base molding throughout
Install new off-white PVC vertical blinds on all fixed glass windows.
Install doors stops as needed.
Replace all Ceiling Tiles
Replace all Light Lenses.
Replace or repair interior doors as needed
Entry:
Install ceramic tile (12" x 12" or similar standard contractor grade glazed
tile) in both main entry areas aprox. 200 s.f.
Main Hallway:
Landlord shall provide wallpaper in main hallway covering all labor and an
allowance of up to $.50 per sf
19
allowance for material
Upgraded carpet shall be installed in hallway
Rest Room ADA Compliant:
As shown on floorplan:
Install vanities with standard Xxxxx Pride white vanities with mica tops.
Install new lav and comode.
Install ceramic tile on floors.
Install exhaust fans.
Rest Room:
As shown on floorplan:
Install vanities with standard Xxxxx Pride white vanities with mica tops.
Install new lav and comode.
Install ceramic tile on floors.
Install exhaust fans.
Signage:
Standard directory strips to be provided in all directories.
as follows:
Building standard door signs to be provided.
as follows:
Building K: aprox. 4" lettering shall be provided on building exterior. Landlord
shall install Tenant signage,
provided by Tenant in the form of color corporate logo, to be attached to Bldg K
near 4" lettering. Logo shall not
exceed 18" x 30" in size.
NOTE: Items in italics are not subject to 11/15/97 deadline Penalties ref. in
Addendum lPar. 6, however
Landlord shall use its best efforts to complete them in a timely manner and in
no case shall completion
be later than 12/31/97 with the exception of Main rest roomareawith a completion
date of 2/28/98.
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Exhibit D
Rules and Regulations
1. Tenant shall not operate any machinery or apparatus other than usual
small business machines and small computers. No article deemed hazardous because
of flammability and no explosive or other articles of an intrinsically hazardous
nature shall be brought into the Building. A business machine other than a small
computer, fax machine, or copier may be used in Premises only if Landlord gives
its prior written consent, and Tenant agrees to bear the cost of such
installation and possible modification to Premises.
2. No additional locks or similar devices shall be placed upon doors of
Premises and no locks shall be changed except with written consent of Landlord.
Upon termination of Lease Tenant shall surrender to Landlord all keys to
Premises.
3. Tenant shall be permitted to move furniture and office furnishings
into or out of Building only at such times and in such a manner designated by
Landlord so as to cause the least inconvenience to other tenants.
Safes, furniture, boxes, or other bulky articles shall be brought into
and placed in Building only with prior written consent of Landlord and only in
accordance with Landlord's directions. Any damage done to Building, Tenants, or
other persons by moving a safe or other bulky article in or out of Premises, or
by overloading the floor, shall be paid for by tenant causing such damage.
4. No person shall be employed by Tenant to do janitorial work in
Premises, and no persons other than the janitors for Building shall clean
Premises, unless Landlord shall first give its written consent. Any person
employed by Tenant with Landlord's consent to do janitorial work, shall, while
in Building, be subject to and under the control and direction of the Building
Superintendent, but shall not be considered the agent or servant of the Building
Superintendent or of Landlord.
5. Window coverings other than building standard, either inside or
outside the windows, may only be installed with Landlord's prior written consent
and must be furnished, installed and maintained at the expense of the Tenant and
at Tenant's risk, and must be of such shape, color, material, quality and design
as may be prescribed by Landlord.
6. If Tenant desires additional telegraphic or telephonic connections,
or the installation of any other electrical wiring, Landlord will, upon
receiving a written request from Tenant and at Tenant's expense, direct the
electricians as to where and how the wires are to be introduced and run, and
without such direction no boring, cutting or installation of wires will be
permitted. Tenant shall not install or erect any antennae, aerial writes or
other equipment inside or outside the Building without in every instance
obtaining prior written approval from Landlord.
7. The sidewalks, entrances, passages, courts, corridors, vestibules,
halls in or about the Building shall not be obstructed or used for storage or
for any other purpose other than ingress and egress by Tenant.
8. Tenant shall not create or maintain a nuisance in the Premises or
make any noise or odor or use or operate any electric or electronic devices that
emit loud sounds, airwaves, or odors, that are objectionable to other occupants
or tenants of this or any adjoining building or premises; nor shall the Premises
be used for lodging or sleeping nor for any immoral or illegal purpose that will
damage the Premises, or injure the reputation
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of the Building.
9. Tenant and occupants shall observe and obey all parking and traffic
regulations imposed by Landlord on the Premises. Landlord in all cases reserves
the right to designate "no parking" zones, traffic right- of-ways and general
parking area procedures. Landlord in its sole discretion may require that tenant
not utilize more than 4 parking spaces per 1000 square feet of Tenant's leased
space for tenant or its employees or invitees. At the termination of the Lease
Tenant and its agents and employees shall return all parking cards. Failure of
Tenant to comply with parking regulations will constitute a violation of the
Lease. Landlord may institute such measures for proper parking as are
necessitated by conditions existing at a particular time; including but not
limited to towing, impounding and/or tagging of improperly parked vehicles.
10. Landlord reserves the right all times to exclude newsboys,
loiterers, vendors, solicitors and peddlers from the Building and to require
registration, satisfactory identification and credentials from all persons
seeking access to any part of the Building at all times other than during
ordinary business hours. Landlord shall exercise its best judgment in executing
such control but shall not be held liable for granting or refusing such access.
11. Any sign, lettering, picture, notice or advertisement installed
within the Premises which is visible from the public corridors within the
Building shall be installed in such a manner and be of such character and style
as Landlord shall approve in writing. No sign, lettering, picture, notice or
advertisement shall be placed on any outside window or in a position to be
visible from outside the Building.
12. Tenant shall not use the name of Building for any purpose other
than that of the business address of Tenant, and shall not use any picture or
likeness of the Building in any circulars, notices, advertisements or
correspondence, without Landlord's prior written consent.
13. No animals or pets or bicycles or skateboards or other vehicles
shall be brought or permitted to be in the Building or the Premises.
14. Tenant shall not make any room-to-room canvass to solicit business
from other tenants of the Building.
15. Tenant shall not waste electricity, water or air-conditioning, and
shall cooperate fully with Landlord to assure the most effective operation of
the Building's heating and air-conditioning. Tenant shall not adjust any
controls other than room thermostats installed for Tenant's use. Tenant shall
not tie, wedge, or otherwise fasten open any water faucet or outlet. Tenant
shall keep all corridor doors closed.
16. Tenant assumes full responsibility for protecting the Premises from
theft, robbery and pilferage. Except during Tenant's normal business hours,
Tenants shall keep all doors to the Premises locked and other means of entry to
the Premises closed and secured, and be liable for any loss caused by negligence
thereto.
17. Tenant shall not overload any floor and shall not install any heavy
objects, safes, business machines, files or other equipment without having
recieved Landlord's prior written consent as to size, maximum weight, routing
and location thereof. Safes, furniture, equipment, machines and other large or
bulky articles shall be brought through the Building and into and out of the
Premises at such times and in such manner as the Landlord shall direct and at
Tenant's sole risk and responsibility. Prior to Tenant's removal of such
articles from the Building, Tenant shall obtain written authorization therefor
at the Landlord's office and shall present such
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writings to a designated employee of Landlord.
18. Tenant shall not in any manner deface or damage the Building.
19. Tenant shall not use more electrical current from individual or
collective circuits as is designated by the amperage rating of said circuits at
the circuit breaker panels for Tenant's suite. Should Tenant exceed the safe
capacity as stated on the circuit breakers then Tenant shall bear the entire
expense of modifications to adjust or increase the amperage for Tenant's safe
and proper electrical consumption. Landlord's consent of such modifications to
the electrical system shall not relieve Tenant from the obligation not to use
more electricity than such safe capacity.
20. Landlord reserves the right to make such further reasonable rules
and regulations as in its judgment may from time to time be necessary for
safety, care and cleanliness of the Premises and for the preservation of good
order therein. Any additional rules and regulations promulgated by Landlord
shall be binding upon the parties hereto with the same force and effect as if
they had been inserted herein at the time of execution hereof.
Tenant shall be responsible for the observance of all of the foregoing
rules and regulations by Tenant's employees, agents, clients, customers,
renters, and guests. Landlord shall not be responsible for any violation of the
foregoing rules and regulations by other tenants of the Building and shall have
no obligation to enforce the same against other tenants.
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