Exhibit 10.15
LEASE
(Existing Building)
This Lease, dated September 28, 2004, is made between 5104 LLC. (herein called
"Landlord") and iSECUREtrac., a Delaware Corporation (herein called "Tenant").
PREMISES
1.1 Landlord does hereby lease to Tenant and Tenant hereby leases from
Landlord that certain space containing approximately 11477 RSF (rental
square feet) of floor area (herein called "Premises") in a building called
5104 LLC Building (the "Building") on real estate described as 5104 LLC.
The Premises are more particularly described as 0000 Xx. 000xx Xxxxxx
Xxxxx, Xxxxxxxx.
1.2 This Lease is subject to the terms, covenants, and conditions herein set
forth and the 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 performed.
USE
2. Tenant shall use the Premises for general office and repairs.
TERM
3. This Lease is for a term of three (3) years, with such term to commence on
November 1, 2004.
BASE RENT
4. The total Base Rent under this Lease is Two Hundred Thirty Nine Thousand
Four Hundred Eighty Seven Dollars and 50/100. Tenant agrees to pay base
rent to Landlord at Empire Spectrum, 00000 XXX Xxxxxxx, Xxxxx, XX 00000,
or at any other place Landlord may designate in writing, in lawful money
of the United States, in monthly installments, on the first day of each
month, commencing November 1, 2004, as follows:
$ PER
YEAR SQUARE FOOT MONTHLY RENT
--------------------------------------------------------
Nov.04.-April. 05 $ 1.69 $1616.34 NNN
May.05-Oct.05 $ 5.06 $4839.47 NNN
Nov. 05-Oct. 06 $ 10.33 $9879.78 NNN
Nov. 06-Oct. 07 $ 7.16 $6847.94 NNN
Although the rent is abated from October 1, 2004 to November 1, 2004,
Tenant agrees to pay and is responsible for CAM charges beginning October
1, 2004.
Tenant shall have 24 hour access to the Premises upon lease execution for
the purpose of construction of any tenant improvements.
INSURANCE
5. Tenant shall, at Tenants expense, obtain and keep in force during the term
of this Lease, a policy of comprehensive public liability insurance,
insuring Landlord and Tenant against any insurable liability arising out
of the ownership, use, occupancy, or maintenance of Premises and all areas
appurtenant thereto. Such insurance shall be in the amount of not less
than $1,000,000.00 for injury or death of one person in any one accident
or occurrence and in the amount of not less than $3,000,000.00 for injury
or death of more than one person in any one accident or occurrence. Such
insurance shall further insure Landlord and Tenant against liability for
property damage of at least $1,000,000.00.
The limit of any such insurance shall not, however, limit the liability of
the Tenant thereunder. Tenant may provide this insurance under a blanket
policy. 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 the Tenant. Insurance required hereunder shall be in
companies rated A-:VIII or better in "Best's Insurance Guide." Tenant
shall deliver to Landlord prior to right of entry, certificates evidencing
the existence and amounts of such insurance.
Each of Landlord and Tenant hereby releases the other from any loss or
damage to property caused by fire or any other perils insured through or
under them by way of subrogation or otherwise for any loss or damage to
property caused by fire or any other perils insured in policies of
insurance covering such property, even if such loss or damage shall have
been caused by the fault or negligence of the other party, or anyone for
whom such party may be responsible; provided, however, that this release
shall be applicable and in force and effect only with respect to loss or
damage occurring during such times as the releasor's policies shall
contain a clause or endorsement to the effect that any such release shall
not adversely affect or impair said policies or prejudice the right of the
releasor to recover thereunder and then only to the extent of the
insurance proceeds payable under such policies. Each of the Landlord and
Tenant agrees that it will request its insurance carriers to include in
its policies such a clause or endorsement.
TAXES & INSURANCE
6.1 Real Estate Taxes. Tenant shall pay its proportionate share of all real
property taxes and special assessment ("real property taxes") levied and
assessed against the land and building, and other improvements on the land
of which the Premises are a part. Tenant's proportionate share shall be
the ratio of the total real property taxes levied and assessed against the
Building, and other improvements, and land of which the premises are a
part that the total number of rentable square feet in the premises bears
to the total number of rentable square feet in the Building in which the
premises are located which parties agree is 50 % (Tenant's proportionate
share). Tenant's proportionate share of such taxes shall be paid to
Landlord in monthly installments at the time of each rental payment equal
to one-twelfth each of the total of Tenant's annual proportionate share
based upon the estimate of such real property taxes. Landlord shall
deposit and retain such payments in a separate "tax escrow" account to be
used solely by Landlord for the payment of real estate taxes when due and
prior to such taxes becoming delinquent.
6.2 Fire and Extended Coverage. Landlord agrees to purchase and maintain
during the term of this Lease fire insurance with an extended coverage
endorsement including, but not limited to, windstorm and tornado damage
and glass breakage for the Leased Premises, with a responsible insurance
company or companies authorized to do business in the State of Nebraska.
Such insurance shall be obtained in an amount of the replacement value of
the office building excluding trade fixtures. Tenant shall pay a
proportionate share of the cost of such insurance which shall be 50%.
Insurance required hereunder shall be in companies rated A-:VIII, or
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better in "Best's Insurance Guide." Tenant shall be responsible for
insurance on the interior of the premises and its contents.
USES PROHIBITED
7. Tenant shall not do or permit anything to be done in or about the Premises
nor bring or keep anything therein which will in any way increase the
existing rate of or affect any fire or other insurance upon the Building
or any of its contents, or cause a 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 Premises which
will in any way obstruct or interfere with the rights of other tenants or
occupants of the Building or injure or annoy them or use or allow the
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 Premises. Tenant shall not commit or allow to be committed
any waste in or upon the Premises.
COMPLIANCE WITH LAW
8. Tenant shall not use the Premises or permit anything to be done in or
about the Premises, which will in any way conflict with any law, statute,
ordinance, or governmental rule or regulation now in force or which may
hereafter 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 and with the
requirements of any board of fire underwriters or other similar bodies now
or hereafter constituted or relating to or affecting the condition, use,
or occupancy of the Premises, excluding structural changes not reflect to
or affected by Tenant's improvements or acts. The judgment of any court of
competent jurisdiction or the admission of Tenant in any action against
Tenant, whether Landlord be a part thereto or not, that Tenant has
violated any law, statute, ordinance, or governmental rule, regulation, or
requirement, shall be conclusive of the fact as between the Landlord and
Tenant, but shall not be the exclusive method for said determination.
ALTERATIONS & ADDITIONS
9. Tenant shall take the space in "As Is" condition, latent defects excepted.
Tenant shall not make or allow to be made any alterations, additions, or
improvements to or of the Premises or any part thereof without the written
consent of Landlord first had and obtained, which consent shall not be
unreasonably withheld, conditioned or delayed, and any alterations,
additions, or improvements to or of said Premises including, but not
limited to, wall covering, paneling, and built-in cabinet work, but
excepting movable furniture and trade fixtures, shall at once become a
part of the realty and belong to the Landlord and shall be surrendered
with the Premises. In the event Landlord consents to the making of any
alterations, additions, or improvements to the Premises by Tenant, the
same shall be made by Tenant at Tenant's sole cost and expense. Upon the
expiration of the term of this Lease, Tenant shall leave the Premises in
good condition (normal wear and tear excepted) and shall remove any and
all furniture, fixtures and equipment belonging to Tenant. Not
withstanding the terms of this paragraph, Tenant shall have the right to
make minor alterations (less than $500.00) to the Premises, which are not
structural in nature, including painting and carpeting, without the prior
consent of Landlord, but with prior notice of the date construction is to
commence and the nature of the improvements. Leasehold improvements paid
for by Landlord are property of Landlord.
REPAIRS
10.1 By entry hereunder, Tenant shall be deemed to have accepted the Premises
as being in good, sanitary order, condition, repair and in "As is"
condition, latent defects excepted. Tenant shall, at Tenant's sole cost
and expense, keep the Premises and every part thereof in good condition
and repair including without limitation, the maintenance and repair of any
storefront, doors, window casement, glazing, plumbing, pipes, electrical
wiring, conduits, and heating and cooling systems (to the extent it is
within Tenant's control). Tenant shall not be obligated to restore the
premises at the end of the lease term, but will be responsible for damage
caused by neglect, negligence or intentional acts of Tenant.
10.2 For purposes of this paragraph, "basic plumbing and electrical system"
constitutes the plumbing and electrical systems that are outside any
tenant's premises and were installed to bring utilities to a center
distribution point to which the Tenant may hook-up. Landlord shall repair
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and maintain the structural portions of the Building, including the roof,
foundation, exterior walls, basic plumbing, and electrical systems
installed or furnished by Landlord, and shall make any necessary
replacements to the HVAC systems which under generally accepted accounting
principles would be capital items, unless such maintenance and repairs or
replacements are caused in part or in whole by the act, neglect, fault or
omission of the Tenant, its agents, servants, employees, or invitees, in
which case Tenant shall pay to Landlord the reasonable cost of such
maintenance and repairs or replacements. Except as provided in Article 23
hereof, there shall be no abatement of rent and no liability of Landlord
(i) for any failure to make any repairs or to perform any maintenance,
unless such failure shall persist for five (5) days after written notice
of the need of such repairs or maintenance is given to Landlord by Tenant,
or (ii) 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 Premises or in or
to fixtures, appurtenances, and equipment therein.
10.3 Landlord shall maintain, repair, or replace common area parking lot,
sidewalk, driveway, gardening, and other areas used in common by the
tenants of the building including common area liability insurance.
10.4 Cost of Common Area Maintenance. Tenant shall pay a proportionate share of
the cost of maintaining and repairing common area parking lot, sidewalk,
driveway guarding and other areas used in common by the tenants of the
building (except janitorial services) including common area liability
insurance, utilities supplied by Landlord to the building in which the
Premises are a part, where such utilities are not separately metered to
the Premises, the parking areas, the lighting thereof, the gardening and
landscaping, and the cost of line painting, sanitary control, removal of
snow, trash, rubbish, garbage, and other refuse, the cost of personnel to
implement such services and to direct parking, security personnel for the
common areas and facilities, said proportionate share to be 50%. Landlord
shall furnish a statement to Tenant for its proportionate share on a
monthly basis on or before the tenth (5th) day of each month for the
preceding month, and Tenant shall pay the same within thirty (15) days
after receipt of such statement. Landlord shall furnish Tenant with an
annual statement of all expenses and any adjustment shall be made
forthwith between the parties. Common area expenses shall not include
capital replacements which add to the useful life of the building and
grounds and which are required to be capitalized under generally accepted
accounting principles ("GAAP") or other expenses not considered operating
expenses under GAAP. Tenant, its agents and employees, will have one
hundred eighty (180) days after receiving Landlord's statement to audit
Landlord's books and records concerning the statement at a mutually
convenient time at Landlord's offices. The books and records will be kept
in accordance with generally accepted accounting principles, consistently
applied. If Tenant disputes the accuracy of Landlord's statement, Tenant
will still pay the amount shown as due and owing. If Tenant's audit of the
books and records shows that Tenant's additional rent was three percent
(3%) or more below the amount appearing on the statement, then Landlord
will pay Tenant's reasonable costs of conducting the audit (either for
internal or outside auditors), and will immediately refund the amount of
any overpayment to Tenant.
LIENS
11. Tenant shall keep the Premises and the property in which the Premises are
situated free from any liens arising out of any work performed, materials
furnished, or obligations incurred by Tenant.
ASSIGNMENT & SUBLETTING
12.1 Tenant shall have the right to sublease all or a portion of the Premises
with Landlord's approval, which approval shall not be unreasonably
withheld, conditioned, or delayed. Landlord shall not impose any
unreasonable financial requirements on the subtenant as a condition for
approval. Landlord shall deliver approval to Tenant within 10 days
following Tenant's request to sublease. Tenant shall have the right to
sublease or assign its rights under the terms of this Lease to its
subsidiaries, affiliates, successor legal entities or subsidiaries or
affiliates of each (each an "Affiliated Party"), or to an entity that
acquires substantially all of Tenant's assets, without Landlord's consent.
Such company shall assume Tenant's obligations hereunder. Tenant may
sublet or assign the Premises to other tenants in the Building.
12.2 In the event of a sublease or assignment hereunder, Tenant shall pay
Landlord reasonable fee, not to exceed One Thousand and no/100 Dollars
($1000.00), incurred in connection with the processing of documents
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necessary to giving such consent. Any subletting, occupancy, or use shall
not relieve Tenant of its obligation under this Lease.
12.3 Further, Landlord shall comply with all governmental regulations. Landlord
warrants that the building is currently in compliance with all
governmental regulations. Landlord shall also be responsible to bring the
building and all common areas into compliance during the term of the
lease. Capital costs to comply with the future government regulations,
including ADA, in common areas of the building, including bathrooms, will
be born by Landlord and not included in operating expenses.
HOLD HARMLESS
13.1 Tenant shall indemnify and hold harmless Landlord against and from any and
all claims to the extent arising from Tenant's use of the Premises or from
the conduct of its business or from any activity, work, or other things
done, permitted, or suffered by the Tenant in or about the Premises, and
shall further indemnify and hold harmless Landlord against and from any
and all claims to the extent 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, and liabilities incurred in or about the defense
of any such claim, action or proceeding brought thereon and in case any
action or proceeding be brought against Landlord by reason of such claim,
Tenant upon notice from Landlord shall defend the same at Tenant's sole
expense and by counsel selected by Tenant. Tenant as a material part of
the consideration to Landlord hereby assumes all risk of damage to
property or injury to persons in, upon, or about the Premises from any
cause other than Landlord's negligence, willful misconduct, Landlord's use
or Landlord's breach of default in the performance of any obligation under
this lease. Landlord shall indemnify and hold Tenant harmless against
claims arising from the negligence or willful misconduct of Landlord or
Landlord's agents, representatives, employees, or contractors.
13.2 Landlord or its agent shall not be liable for any loss or damage to the
person or property of Tenant resulting from fire, explosion, falling
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 of subsurfaces, or from any other place
resulting from dampness or any other cause whatsoever, unless caused by or
due to the negligence or willful misconduct of Landlord, its agents,
servants, or employees.
ENVIRONMENTAL HAZARDOUS MATERIALS (EHM)
14. Landlord represents to Tenant that the building is free from EHM and that
Landlord will promptly remove any EHM found in the future at Landlord's
sole expense.
UTILITIES
15. Tenant shall procure and pay for all electric, heating, cooling, and
janitorial, together with any taxes or deposits thereon. All utilities
shall be separately metered to the Premises at Landlord's cost.
PERSONAL PROPERTY TAXES
16. Tenant shall pay or cause to be paid before delinquency, personal property
taxes payable during the term hereof upon all Tenants leasehold
improvements, equipment, furniture, and any other personal property
located on the Premises. In the event any or all of the Tenants leasehold
improvements, equipment, furniture, fixtures, and other personal property
shall be assessed and taxed with the real property, Tenant shall pay to
Landlord its share of such taxes within thirty (30) days after delivery to
Tenant by Landlord of a statement in writing and in reasonable detail
setting forth the amount of such taxes applicable to Tenant's property.
RULES & REGULATIONS
17. Tenant shall faithfully observe and comply with the rules and regulations
that Landlord shall from time to time promulgate and/or modify. The rules
and regulations shall be binding upon the Tenant upon execution of this
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Lease and upon receipt of notice of any modification. The rules and
regulations may be modified hereafter by Landlord without the consent of
Tenant, but no such modification shall alter the rights of Tenant under
this Lease or limit the Tenant's use of the Premises for the purposes
stated herein, including but not limited to Paragraph 2 of this Lease.
ENTRY BY LANDLORD
18. After reasonable notice to Tenant and during normal business hours,
Landlord reserves and shall at any and all times have the right to enter
the Premises to inspect the same, to submit said Premises to prospective
buyers or tenants, within the last 6 months of the Lease; to repair the
Premises and any portion of the Building of which the Premises are a part
that Landlord may deem necessary or desirable without abatement of rent
and may for that purpose erect scaffolding and other necessary structures
where reasonably required by the character of the work to be performed,
always providing that the entrance to the Premises shall not be blocked
thereby, and further providing that the business of the Tenant shall not
be interfered with unreasonably. If necessary to prevent such
interference, Landlord shall have access to the Premises during Tenant's
non-business horns.
HOLDING OVER
19. Tenant shall have the right to extend the lease term by 6 months,
subsequent to written notification to Landlord 6 months prior to the end
of the term, at the then current rental rates.
TENANT'S DEFAULT
20.1 The occurrence of any one or more of the following events shall constitute
a default of the Lease by Tenant:
20.2 The failure by Tenant to make any payment of rent or any other payment
required to be made by Tenant hereunder, as and when due, where such
failure shall continue for a period of ten (10) days after written notice
thereof by Landlord to Tenant.
20.3 The failure by Tenant to observe or perform any of the covenants,
conditions, or provisions of this Lease to be observed or performed by the
Tenant where such failure shall continue for a period of thirty (30) days
after written notice hereof by Landlord to Tenant; provided, however, that
if the nature of the Tenant's default is such that more than thirty (30)
days is required to cure the default and if Tenant commences such cure
within said thirty (30) day period and thereafter diligently prosecutes
such cure to completion, the cure period shall be extended accordingly.
20.4 The making by Tenant of any general arrangement for the benefit of
creditors; or the filing by or against Tenant of a petition to have Tenant
adjudged bankrupt, (unless, in the case of a petition filed against
Tenant, the same is dismissed within sixty (60) days); or the appointment
of a trustee or a receiver to take possession of substantially or all
Tenant's interests in this Lease, where possession is not restored to
Tenant within thirty (30) days; or the attachment, execution, or other
judicial seizure of substantially all of Tenant's assets located at the
Premises, or of Tenant's interest in this Lease where such seizure is not
discharged in thirty (30) days.
REMEDIES IN DEFAULT
21.1 In the event of any such default or breach by Tenant, Landlord may at any
time thereafter, with or without notice or demand and without limiting
Landlord in the exercise of a right or remedy which Landlord may have by
reason of such default or breach.
21.2 Terminate Tenant's right to possession of the Premises by any lawful
means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Premises to Landlord. In such
event Landlord shall be entitled to recover from Tenant all damages
incurred by reason of Tenant's default including, but not limited to, the
cost of recovering possession of the Premises, expenses of reletting,
including necessary renovation and alteration of the Premises, the worth,
at the time of award by the court having jurisdiction thereof, of the
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amount of such unpaid rent and other charges and adjustments called for
herein for the balance of the term, and that portion of any leasing
commission paid by Landlord and applicable to the unexpired term of this
Lease. Unpaid installments of rent or other sums shall bear interest from
the date due at the rate o judicial interest at the time; or,
21.3 Maintain Tenant's right to possession, in which case this Lease shall
continue in effect whether or not Tenant shall have abandoned the
Premises. In such event Landlord shall be entitled to enforce all of the
Landlords rights and remedies under this Lease, including the right to
recover the rent and any other charges and adjustments as may become due
hereunder; or,
21.4 Pursue any other remedy now or hereafter available to Landlord under the
laws or judicial decisions of the State in which the Premises are located.
DEFAULT BY LANDLORD
22. Landlord shall not be in default unless Landlord fails to perform
obligations required under this Lease to be performed by Landlord within
thirty (30) days after written notice by Tenant to Landlord, specifying
wherein Landlord has failed to perform such obligation; provided, however,
that if the nature of Landlords obligations is such that more than thirty
(30) days are required for performance then Landlord shall not be in
default if Landlord commences performance within such thirty (30) day
period and thereafter diligently prosecutes the same to completion.
RECONSTRUCTION
23.1 In the event the Premises are damaged by fire or other perils covered by
extended insurance coverage, Landlord agrees to forthwith repair same, and
this Lease shall remain in full force and effect, except that Tenant shall
be entitled to a proportionate reduction of the Base Rent, operating
expenses and amortization of Tenant finish from the date of damage and
while such repairs are being made, such proportionate reduction to be
based upon the extent to which the damage and making of such repairs shall
reasonably interfere with the business carried on by the Tenant in the
Premises. If the damage is due to the fault or neglect of the Tenant or
its employees, there shall be no abatement of rent. Anything hereinbefore
to the contrary notwithstanding, if it is reasonably anticipated that,
even though undertaken and pursued with all due diligence, it will require
more than ninety (90) days to repair the damaged area, Tenant may
terminate this Lease as of the date of such Casualty by notice to Landlord
within thirty (30) days after the occurrence. In addition, if the damage
occurs during the last 12 months of the term and Tenant does not elect to
exercise its right to renew the term as provided herein, either party may
elect to terminate this Lease by notice to the other given within thirty
(30) days after the occurrence of the damage.
23.2 In the event the Premises are damaged as a result of any cause other than
the perils covered by fire and extended insurance coverage, then Landlord
shall forthwith repair same, provided the extent of the destruction is
less than ten percent (10%), of the full replacement cost. If more than
ten percent (10%) of the full replacement cost then Landlord shall have
the option; (1) to repair or restore such damage, and provided repairs are
completed within ninety (90) days, this Lease will continue in full force
and effect, but the Base Rent will be proportionately reduced as
hereinabove in this Article, provided if Landlord does not notify Tenant
within thirty (30) days that the premises will be restored, either party
can terminate at any time within sixty (60) days after such damage,
terminating this Lease as of the date specified in such notice, in which
case this Lease shall expire and all interest of the Tenant in the
Premises shall terminate on the date so specified in such notice and the
Base Rent, reduced by a proportionate reduction based upon the extent, if
any, to which such damage interfered with the business carried on by the
Tenant in the Premises, shall be paid up to date of said termination.
23.3 Landlord shall not be required to repair any damage by fire or other
cause, or to make any repairs or replacements of any leasehold
improvement, fixtures, or other personal property of Tenant, except to the
extent any such leasehold improvements were originally paid for by
Landlord.
EMINENT DOMAIN
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24. If any part of the Premises shall be taken or appropriated by any public
or quasi-public authority under the power of eminent domain, either party
hereto shall have the right, at its option, within sixty (60) days after
said taking, to terminate this Lease upon thirty (30) days after written
notice. If any part of the Premises are taken (and neither party elects to
terminate as herein provided), the Rent thereafter to be paid shall be
equitably reduced. If any part of the Office complex other than the
Premises are so taken or appropriated, Landlord or Tenant shall within
sixty (60) days of said taking have the right at its option to terminate
this Lease upon written notice to the other party. In the event of any
taking or appropriation whatsoever, Landlord shall be entitled to any and
all awards and/or settlements which may be given and Tenant shall have no
claim against Landlord for the value of any unexpired term of this Lease;
provided, however, that Tenant shall be entitled to that portion, if any,
of an award made to, or for the benefit of, Tenant specifically for the
loss of Tenant's business, or depreciation to and cost of removal of trade
fixtures, and the unamortized cost of leasehold improvements paid for by
Tenant.
TENANT'S STATEMENT
25. Tenant shall at any time and from time to time, upon not less than thirty
(30) days prior written notice from Landlord, execute, acknowledge, and
deliver to Landlord a statement in writing (a) certifying that this Lease
is unmodified and in full force and effect (or, if modified, stating the
nature of such modification and certifying that this Lease as so modified
is in full force and effect), and the date to which the rental and other
charges are paid in advance, if any and (b) acknowledging that there are
not, to Tenant's knowledge, any uncured defaults on the part of the
Landlord hereunder, or specifying such defaults if any are claimed, and
(c) setting forth the date of commencement of rents and expiration of the
term hereof. Any such statements may be relied upon by any prospective
purchaser or encumbrancer of all or any portion of the real property of
which the Premises are a part.
PARKING & COMMON AREAS
26.1 The Landlord shall keep automobile parking, related lighting and common
areas in a neat, clean, and orderly condition.
26.2 Tenant, for the use and benefit of Tenant, its agents, employees,
customers, licensees, and sub-tenants, shall have the non-exclusive right
in common with Landlord and other present and future owners and tenants,
and their agents and employees, to use said common and parking areas
during the entire term of this Lease, or any extension thereof, for
ingress and egress, and automobile parking.
26.3 The Tenant, in the use of said common and parking areas, agrees to comply
with such reasonable rules and regulations for the orderly and proper
operation of said common and parking areas. Such rules may include but
shall not be limited to the following: (1) the restricting of employee
parking to a designated area or areas; and (2) the regulation of the
removal, storage, and disposal of Tenant's refuse and other rubbish at the
sole cost and expense of Tenant.
SIGNS
27. Tenant, at its expense and with the Landlord's prior written authorization
and approval as to size, design, and configuration may place a sign on the
exterior of the Building. Said sign must conform with all sign ordinances.
Tenant shall have the right to building signage on the exterior of the
Premises. DISPLAYS
28. The Tenant may not display or sell merchandise from the Premises. Tenant
shall not install any exterior lighting, amplifiers, or similar devices,
or use in or about the Premises any advertising medium which may be heard
or seen outside the Premises, such as flashing lights, searchlights,
loudspeakers, phonographs, or radio broadcasts.
AUCTION
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29. Tenant, without the consent of Landlord, shall not conduct or permit to be
conducted any sale by auction in, upon, or from the Premises, whether said
auction be voluntary, involuntary, pursuant to any assignment for the
payment of creditors, or pursuant to any bankruptcy or other insolvency
proceeding.
GENERAL PROVISIONS
30.1 Exhibits and addenda, if any, affixed to this Lease are a part hereof.
30.2 Waiver. The waiver by Landlord of any term, covenant, or condition herein
contained shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant, or condition herein contained. The
subsequent acceptance of rent hereunder by Landlord shall not be deemed to
be a waiver of any preceding default by Tenant of any term, covenant, or
condition of this Lease, other than the failure of the Tenant to pay the
particular rental so accepted regardless of Landlord's knowledge of such
preceding default at the time of the acceptance of such rent.
30.3 Validity and Enforcement of Lease. In the event any provision in this
Lease is held invalid by any court of competent jurisdiction, the
remaining provisions in this Lease shall be deemed severable and shall
remain in full force and effect. Either party may, at its option, in
addition to any of the rights given by this indenture, enforce any
provision of the laws of the State of Nebraska or of the United States of
America governing the relation of Landlord and Tenant, with the same
effect as though the right to enforce such provision were herein
specifically set forth.
30.4 Section Headings. Section headings are for convenience only, and do not
define, limit, or costume the contents of the various articles in this
Lease.
30.5 Time. Time is of the essence of this Lease and each and all of its
provisions in which performance is a factor.
30.6 Successors and Assigns. The covenants and conditions herein contained,
subject to the provisions as to assignment, apply to and bind the heirs,
successors, executors, administrators, and assigns of the parties hereto.
30.7 Quiet Possession. Upon Tenant paying the rent reserved hereunder and
observing and performing all of the covenants, conditions, and provisions
on Tenant's part to be observed and performed hereunder, Tenant shall have
Quiet Possession of the Premises for the entire term hereof, subject to
all the provisions of this Lease.
30.8 Non-disturbance. In the event that financing is now existing or obtained
hereafter on the Building, Landlord will provide a non-disturbance
agreement mutually acceptable to Tenant.
30.9 Prior Agreements. This Lease contains all of the agreements of the parties
hereto with respect to any matter covered or mentioned in this Lease, and
no prior agreements or understandings pertaining to any such matters shall
be effective for any purpose. No provision of this Lease may be amended or
added to this Lease except by an agreement in writing and signed by the
parties hereto or their respective successors in interest. This Lease
shall not be effective or binding on any party until executed by both
parties hereto.
30.10 Inability to Perform. This Lease and the obligations of the Tenant
hereunder shall not be effective or impaired because the Landlord is
unable to fulfill any of its obligations hereunder or is delayed in doing
so, if such inability or delay is caused by reason of strike, labor
troubles, acts of God, or any other cause beyond the reasonable control of
the Landlord.
30.11 Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
30.12 Choice of Law. This Lease shall be governed by the laws of the State of
Nebraska.
30.13 Attorney's Fees. In the event of any action or proceeding brought by
either party against the other under this Lease the prevailing party shall
be entitled to recover for the reasonable fees of its attorneys in such
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action or proceeding, including costs of appeal, if any, in such amount as
the court may adjudge reasonable as attorney's fees.
30.14 Sale of Premises by Landlord. In the event of any bona-fide sale of the
Premises by Landlord for value, Landlord shall be and is hereby entirely
freed and relieved from all liability under any provision contained
herein, arising out of any act, occurrence of omission occurring after the
consummation of such sale; and the purchaser, at such sale or any
subsequent sale of the Premises shall be deemed without any further
agreement between the parties or their successors in interest or between
the parties and any such purchaser, to have assumed and agreed to carry
out any and all of the covenants and obligations of the Landlord under
this Lease, arising from and after the consummation of such sale.
30.15 In the event any proceedings are brought for foreclosure, or in the event
of the exercise of the power of sale under any mortgage or deed of trust
made by the Landlord covering the Premises, the Tenant shall attorn to the
purchaser upon any such foreclosure or sale and recognize such purchaser
as the Landlord under this Lease, provided that such purchaser recognizes
Tenant's rights under this Lease.
30.16 The provisions of this Article to the contrary notwithstanding, and so
long as Tenant is not in default hereunder this Lease shall remain in full
force and effect for the full term hereof
30.17 Notices. All notices and demands which are required or permitted to be
given either party by the other hereunder shall be in writing and shall be
sent by United States Mail, certified with return receipt, postage
prepaid, addressed to the Tenant at the Premises, and to the address
herein below, or such other address as Tenant may designate by written
notice to Landlord. A copy of such notice to Tenant must also be sent to
Tenant at the following address:
iSECUREtrac
0000 Xxxxx 000xx Xxxxxx
Xxxxx, XX 00000
All notices and demands by the Tenant to the Landlord shall be sent by
United States Mail, certified with return receipt, postage prepaid,
addressed to the Landlord at the address set forth herein (said address
may be changed from time to time by notice from Landlord to Tenant), and
to such other person or place as the Landlord may from time to time
designate in a notice to the Tenant.
30.18 It is further understood that if more than one join in the execution
hereof, their liability will be joint and several.
30.19 Change in Lease. The making, execution, and delivery of this Lease has not
been induced by any representation, statement, warranties, or agreements
other than those herein expressed.
30.20 Ownership Position. Any ownership interest or incident of ownership in the
Premises is not a consideration or inducement in the execution of this
Lease or in the establishment of any of the terms and conditions herein.
30.21 Landlord's Right to Place "For Sale" or "For Rent" Sign. The Tenant hereby
grants unto the Landlord or his Agent, the right to place a "For Sale" or
"For Rent" sign on or in the Leased Premises any time the Tenant vacates
the Leased Premises, or at any time there is evidence that the Tenant has
ceased to conduct business in or on the Leased Premises.
30.22 Tenant Subordinations. Tenant's leasehold interest shall be subordinate to
the lien of any present or future mortgage or trust deed upon the
Premises, and Tenant will execute any documents required by Landlord to
acknowledge such subordination, provided, however, that any such mortgage
or trust deed shall contain nondisturbance provisions whereby Tenant's
leasehold interest shall survive any sale or deed in lieu of foreclosure
order any such mortgage or trust deed.
30.23 Consent. Wherever Landlord's consent is required in this Lease, unless
otherwise specifically stated, the consent shall not be withheld or
delayed unreasonably.
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30.24 Late Charge. Tenant hereby acknowledges late payment by Tenant to Landlord
of rent or other sums due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed
upon Landlord by terms of any mortgage or trust deed covering the
Premises. Accordingly, if any installment of rent or any sum due from
Tenant shall not be received by Landlord or Landlord's designees by the
5th of the month in which same is due, Tenant shall pay Landlord a late
charge equal to five percent (5%) of such overdue amount. The parties
hereby agree that such late charges represent a fair and reasonable
estimate of the cost that Landlord will incur by reason of the late
payment by Tenant. Acceptance of such late charges by the Landlord shall
in no event constitute a waiver of Tenant's Default with respect to such
overdue amount, nor prevent Landlord from exercising any of the rights and
remedies granted hereunder.
30.25 Security Deposit. Tenant shall be required to provide Landlord a security
deposit equal to first and last months rent, equal to Eight Thousand Four
Hundred Sixty Four Dollars and 28/100 ($8464.28) in lawful money of the
United States of America at the time of executing this lease agreement.
30.26 Renewal Option. There will be one (1) three (3) year renewal option
following the initial lease term. The renewal option must be exercised in
writing 180 days prior to the end of the Initial Lease Term. The renewal
rate will be at the market rate of similar space in the Omaha market not
to exceed three percent annual increases.
30.27 Security. Tenant shall have the right to install its own security for the
Premises.
30.28 Electrical Capacity. Landlord shall provide at least six xxxxx/rsf of
electrical capacity to the premises, exclusive of HVAC and lighting.
30.29 Antenna. Subject to any governing laws, rules and ordinances, Tenant will
have the right to install, at its own expense, a receiving antenna
including any ancillary equipment or conduits to the telecommunications
entrance of the Premises. Such antenna shall be limited to a maximum
height of 60 from the ground. Any installation shall be subject to
Landlord's approval as to the size, design, installation and appearance.
Such approval shall not be unreasonable withheld or delayed.
30.30 Brokerage Fees: The broker for the Tenant, Xxxx Company, shall receive
from Landlord a three percent (3%) commission based on the gross value of
the lease.
LANDLORD: TENANT:
5104 LLC iSECUREtrac
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx X. Xxxx
------------------------- -------------------------
Xxxx X. Xxxxx Xxxxx X. Xxxx
Address:143O1FNB Pkwy
Xxxxx, XX 00000
Telephone No.: 402/000-0000 Telephone No. 000-000-0000
Date: Date:
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PERSONAL GUARANTEE
------------------
The undersigned hereby unconditionally guarantee unto the Landlord the
payment of rent and the performance of all of the covenants under the
Lease by the Tenant, iSECUREtrac, and hereby waive notice of any default
under the Lease and agree that this liability shall not be released or
affected by an extension of time form payment or by any forbearance by the
Landlord.
This Personal Guarantee shall expire on November 1, 2006 if Tenant,
iSECUREtrac, is current and has not been late with any monthly charges.
/s/ Xxxxx X. Xxxxx
--------------------------------------
Xxxxx X. Xxxxx
0000 Xxx Xxxxxx
---------------
Xxxxxxx
Xxxxxxx, Xxxx 00000
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