1
EXHIBIT 10.1
FIFTH ADDENDUM TO LEASE
THIS FIFTH ADDENDUM TO LEASE is entered into as of this 26th Day of
June, 1997 by and between WESTERN HEMISPHERE SALES, INC., as Lessor, and
VERIDIEN CORPORATION, as Lessee.
RECITALS
WHEREAS, Lessor and Lessee have entered into a Lease Agreement (the
"Lease") dated June 19, 1992, relating to that certain office / warehouse space,
located at 00000 00xx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx (the "Leased
Premises"), and
WHEREAS, On September 2, 1993, Lessor and Lessee entered into that
certain Addendum to Lease, as amended; and
WHEREAS, on July 1, 1994, Lessor and Lessee entered into that certain
Second Addendum to Lease, as amended; and
WHEREAS, on August 1, 1995, Lessor and Lessee entered into that certain
Third Addendum to Lease, as amended; and
WHEREAS, on September 1, 1996, Lessor and Lessee entered into that
certain Fourth Addendum to Lease, as amended; and
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration the adequacy and receipt of which are acknowledged by
the parties hereto, Lessor and Lessee agree, notwithstanding anything in the
Lease, First, Second, Third or Fourth Addenda to the contrary, that the Lease is
further amended as follows:
I. The Lessor and Lessee agree to incorporate the following language as if
fully set forth in the Lease:
A. Leased Premises. The leased premises currently consist of 37,800
square feet of that certain building known as 00000 00xx Xxxxxx Xxxxx, Xx.
Xxxxxxxxxx, Xxxxxxx. Effective June 1, 1997, the leased premises shall be
expanded to include an additional 700 rentable square feet being otherwise
described on Exhibit "A" attached to this Fifth Addendum to Lease and
incorporated herein (the Additional Expansion space) so that the total rentable
square footage of the Leased Premises shall be 38,500.
B. Rent. The gross monthly base rent set forth in Schedule C "Option to
Renew" of the Third Addendum to Lease is hereby replaced by the following lease
payment schedule, plus sales and use tax, effective as of June 1, 1997, and on
the first day of each successive month thereafter. Lessee shall pay as monthly
rent, PLUS current year applicable sales and use tax, estimated building
insurance, real estate taxes, and common area maintenance fees for the new total
demised premises of 38,500 rentable square feet as follows:
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FIRST OPTION PERIOD: JUNE 1, 1997 THROUGH MAY 31, 2002
OPTION YEAR 1: Beginning June 1, 1997
Monthly Rent: $ 13,411.00
Estimated Building Insurance: $ 1,177.00
Estimated Real Estate Taxes: $ 2,029.00
Estimated C.A.M. Fees: $ 960.00
-------------
TOTAL MONTHLY RENT (EXCLUSIVE $ 17,577.00
OF SALES/USE TAX)
OPTION YEAR 2: Beginning June 1, 1998
Monthly Rent: $ 13,813.00
Estimated Building Insurance: $ 1,177.00
Estimated Real Estate Taxes: $ 2,029.00
Estimated C.A.M. Fees: $ 960.00
-------------
TOTAL MONTHLY RENT (EXCLUSIVE $ 17,979.00
OF SALES/USE TAX)
OPTION YEAR 3: Beginning June 1, 1999
Monthly Rent: $ 14,227.00
Estimated Building Insurance: $ 1,177.00
Estimated Real Estate Taxes: $ 2,029.00
Estimated C.A.M. Fees: $ 960.00
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TOTAL MONTHLY RENT (EXCLUSIVE $ 18,393.00
OF SALES/USE TAX)
OPTION YEAR 4: Beginning June 1, 2000
Monthly Rent: $ 14,654.00
Estimated Building Insurance: $ 1,177.00
Estimated Real Estate Taxes: $ 2,029.00
Estimated C.A.M. Fees: $ 960.00
-------------
TOTAL MONTHLY RENT (EXCLUSIVE $ 18,820.00
OF SALES/USE TAX)
OPTION YEAR 5: Beginning June 1, 2001
Monthly Rent: $ 15,094.00
Estimated Building Insurance: $ 1,177.00
Estimated Real Estate Taxes: $ 2,029.00
Estimated C.A.M. Fees: $ 960.00
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TOTAL MONTHLY RENT (EXCLUSIVE $ 19,260.00
OF SALES/USE TAX)
SECOND OPTION PERIOD: JUNE 1, 2002 THROUGH MAY 31, 2007
Monthly rent will be negotiated between Lessee and Lessor in good faith
and agreed to prior to commencement of Second Option Period.
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C. The First sentence of Paragraph 7 of the Lease is hereby amended to
read as follows: "As additional rent hereunder, Lessee shall pay to Lessor,
monthly in advance, commencing June 1, 1997, its newly adjusted prorata share of
the leased premises of One Hundred percent (100%) of the building insurance,
real estate taxes, common area maintenance as noted in Paragraphs 4, 5, and 6 of
this Lease".
Except as provided herein, all other terms and conditions of the Lease
shall remain in full force and effect. In the event of a conflict between this
Addendum and the Lease, provisions of this Addendum shall govern.
Each of the signatories to this Fifth Addendum represent and warrant
that he / she all requisite authority to sign on behalf of, and legally bind,
the corporate entity for which he / she is signing.
IN WITNESS WHEREOF, the parties have executed this Fifth Addendum as of
the date above written.
WITNESSES: VERIDIEN CORPORATION
By:
----------------------------------- -------------------------------
Print Name Print Name
------------------------- ------------------------
-----------------------------------
Print Name
------------------------- "LESSEE"
WESTERN HEMISPHERE SALES, INC.
By:
----------------------------------- -------------------------------
Print Name Xxxxxxx X. Xxxxx, President
-------------------------
-----------------------------------
Print Name "LESSOR"
-------------------------
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FOURTH ADDENDUM TO LEASE
THIS FOURTH ADDENDUM TO LEASE is entered into as of this ______ day of
__________, 1996 by and between WESTERN HEMISPHERE SALES, INC., as Lessor, and
VERIDIEN CORPORATION, as Lessee.
WHEREAS, Lessor and Lessee have entered into a Lease Agreement (the
"Lease") June 19, 1992, relating to that certain rentable space of approximately
37,800 square feet, located at 00000 00xx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx
(the "Leased Premises"), and
NOW, THEREFORE, the parties hereby agree that the Lease shall be
amended as follows:
The Lessee and Lessor agree to the modification of Paragraph III of the
Third Addendum to Lease as follows:
Repayment of Delinquent Rent Through July 31, 1995. Lessee and Lessor
acknowledge that the Lessee remains in arrears for past-due rent in the amount
of Eighty-Nine Thousand Three Hundred Nine and 45/100 Dollars ($89,309.45)
through September 1, 1996 ("Delinquent Rent"). Lessee agrees to repay the
Delinquent Rent Pursuant to that certain second Renewal Promissory Note dated
August 31, 1996 (copy attached hereto) and per the following payment schedule:
DUE DATE AMOUNT DUE DATE AMOUNT
-------- ------ -------- ------
September 1, 1996 $ 1,000.00 March 1, 1997 $ 5,000.00
October 1, 1996 $ 2,000.00 April 1, 1997 $ 5,000.00
November 1, 1996 $ 3,000.00 May 1, 1997 $ 5,000.00
December 1, 1996 $ 3,000.00 June 1, 1997 $ 5,000.00
January 1, 1997 $ 3,000.00 July 1, 1997 $ 5,000.00
February 1, 1997 $ 3,000.00 August 1, 1997 $ 6,000.00
September 1, 1997 Remaining Balance
The payments stated above exceeding the Delinquent Rent shall be
applied in payment of the Second Renewal Promissory Note dated August 31, 1996,
first to accrued unpaid interest and then to outstanding principal.
Should Lessee be in default of any provision of its Lease, as defined
in Paragraph 17 of the Lease, Lessor reserves the right to declare the entire
remaining balance of the Delinquent Rent immediately due and payable in full.
Except as provided herein, all other terms and conditions of the Lease
and Addenda shall remain in full force and effect. In the event of a conflict
between this Addendum and the Lease, provisions of this Addendum shall govern.
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IN WITNESS WHEREOF, the parties have executed this Fourth Addendum as
of the date above written.
WITNESSES: VERIDIEN CORPORATION
By:
----------------------------------- -------------------------------
(Print):
----------------------------------- ---------------------------
"LESSEE"
WESTERN HEMISPHERE SALES, INC.
By:
----------------------------------- -------------------------------
Xxxxxxx X. Xxxxx
-----------------------------------
"LESSOR"
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THIRD ADDENDUM TO LEASE
THIS THIRD ADDENDUM TO LEASE (the "Third Addendum") is entered into as
of the 1st day of August, 1995, by and between WESTERN HEMISPHERE SALES, INC.
d/b/a PIONEER DATA PROCESSING, INC., as Lessor, and VERIDIEN CORPORATION, as
Lessee.
RECITALS
WHEREAS, Lessor and Lessee entered into that certain Industrial Park
Lease (the "Lease") dated June 19, 1992, relating to that certain rentable space
of approximately 37,800 square feet located at 00000 - 00xx Xxxxxx Xxxxx, Xx.
Xxxxxxxxxx, Xxxxxxx (the "Leased Premises"); and
WHEREAS, Lessor and Lessee amended the Lease by those certain Addenda
dated September 2, 1993 (the "First Addendum") and July 1, 1994 (the "Second
Addendum"), respectively; and
WHEREAS, Lessor and Lessee have agreed to waive any existing defaults
as between them under the Lease, and to further amend the Lease, and by this
Third Addendum desire to memorialize in writing the terms and conditions of said
further amendment;
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration the adequacy and receipt of which are acknowledged by
the parties hereto, Lessor and Lessee agree, notwithstanding anything in the
Lease, First Addendum or Second Addendum to the contrary, that the Lease is
further amended as follows:
I. The Lessor and Lessee agree to incorporate the following language as if
fully set forth in the Lease:
Option to Terminate Lease Agreement: Should Lessee exercise its Option
to Renew the Lease per Paragraph 4 of the Second Addendum, and as further
provided in this Third Addendum, the Lessee shall be deemed to have and reserve
the continuing option to terminate the Lease, as renewed, without penalty,
effective upon the anniversary date of each Lease year, provided the Lessor
receives not less than nine (9) months' written notice (i.e., notice of
termination shall be given within days 1 - 90 of the applicable Lease year)
prior to the effective Lease termination date. For purposes of clarification,
the outline attached as Schedule A is considered as the Lease termination
time-line.
II. Paragraph 30(a) of the Lease is deleted in its entirety, and the
following substituted in its place:
Option to Purchase: During the remaining term of this Lease and any
renewal term of this Lease, Provided Lessee is not then in default per Paragraph
17 of the Lease (subject to applicable notice of default and curative periods in
favor of Lessee), Lessee shall have the option to purchase the land and building
*It is understood by all parties that the Purchase Price shall NOT be less than
One Million Six Hundred Fifty Thousand Dollars ($1,650,000.00).
upon and within which the Leased Premises are situated (along with all fixtures
and chattels, and Lessor's right, title and interest in and to any leases of any
portion of the land and building) for the aggregate purchase price of: (a) One
Million Six Hundred Fifty Thousand and No/100 Dollars ($1,650,000.00), provided
the option is exercised on or before July 31, 1998; or (b) "fair market value"
at the time of exercise of the option, if the option is exercised after July 31,
1998. As to (b) above, if the parties cannot agree on said "fair market value",
the issue will be submitted to, and decided by, binding arbitration. This
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option shall be exercised by Lessee delivering to Lessor an xxxxxxx money
deposit in the amount of ten percent (10%) of the said purchase price along with
Lessee's written notice of intention to exercise Lessee's purchase option.
Lessor and Lessee agree that the closing of such sale shall take place within
sixty (60) days after Lessor's receipt of Lessee's written notice of the
exercise of said option. Conveyance of the property purchased shall be by
Warranty Deed and Xxxx of Sale with general warranties of title. Expenses of
closing and income and expenses associated with the property shall be pro-rated
and apportioned in accordance with local custom and practice.
III. The Lessee and Lessor agree to the inclusion of the following
Paragraph:
Repayment of Delinquent Rent Through July 31, 1995: Lessee and Lessor
acknowledge that Lessee is in arrears for certain rent and other charges payable
under the Lease in the aggregate amount of One Hundred Twenty Seven Thousand
Three Hundred Nine and 45/100 Dollars ($127,309.45) through July 31, 1995 (the
"Delinquent Rent"). Lessee agrees to repay the Delinquent Rent, with interest
accrued thereon at the rate of ten percent (10%) per annum from the date of this
Third Addendum until paid, pursuant to: (a) that certain Renewal Promissory Note
from Lessee to Lessor of even date herewith in the Principal amount of Seventy
Four Thousand Seven Hundred Three and 00/100 Dollars ($74,703.00); and (b)
remainder according to the following schedule:
DUE DATE AMOUNT DUE DATE AMOUNT
-------- ------ -------- ------
October 1, 1995 $2,000.00 April 1, 1996 $5,000.00
November 1, 1995 $2,000.00 May 1, 1996 $5,000.00
December 1, 1995 $2,000.00 June 1, 1996 $5,000.00
January 1, 1996 $2,000.00 July 1, 1996 $5,000.00
February 1, 1996 $2,000.00 August 1, 1996 $5,000.00
March 1, 1996 $2,000.00 September 1, 1996 Remaining Balance.
Should Lessee default under the Lease as defined in Paragraph 17 of the Lease,
Lessor reserves the right to declare the entire remaining balance of the
Delinquent Rent immediately due and payable in full. Any payments received by
Lessor relative to the Delinquent Rent shall be applied first to outstanding
interest and principal (in that order) under (b) above, the remainder of any
such payments to be applied in payment of the Renewal Promissory Note, first to
accrued unpaid interest and then to outstanding principal.
IV. Paragraph 2 of the Lease and Paragraph 4 of the Second Amendment are
deleted in their entirety, and the following substituted in their place:
Option to Renew: In the event the Lessee shall perform all of the
covenants of this Lease, including the prompt payment of the Delinquent Rent,
the Lessee shall have separate options to renew the Lease for two (2) additional
successive terms of five (5) years each, each successive renewal term upon the
same terms and conditions set forth in the Lease, as amended (and each subject
to the termination option described in this Third Addendum); provided, however,
that rental payments during said renewal terms shall be payable as more fully
set forth in Schedule C attached hereto and by reference made a part hereof.
Lessee shall be deemed to have automatically renewed this Lease unless Lessee
provides Lessor with written notice of its intention not to renew at least one
hundred fifty (150) days prior to the termination of the then existing original
or renewal term.
V. Paragraph 6 of the Second Addendum is deleted in its entirety, and the
following is substituted in its place:
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The Lessee's option to renew the Lease as provided herein, if exercised, shall
renew the Lease from the Lease expiration date of May 31, 1997 (or the
expiration of the first successive renewal term, as the case may be), and shall
apply to the entire Leased Premises including the Expansion Space. The first
renewal term shall commence June 1, 1997 and terminate May 31, 2002, and the
second renewal term shall commence June 1, 2002 and terminate May 31, 2007
(subject to the termination option as described in this Third Addendum).
VI. The Recitals contained hereinabove constitute a part of the matters
agreed to herein.
VII. Except as expressly provided herein, all other terms and conditions of
the Lease, as amended, shall remain in full force and effect. In the event of a
conflict between this Third Addendum and the Lease, the provisions of this Third
Addendum shall in all instances govern and control.
VIII. Each of the signatories to this Third Addendum represents and warrants
that he/she has all requisite authority to sign on behalf of, and legally bind,
the corporate entity for which he/she is signing.
IX. It shall be an express condition precedent to Lessee's obligations
hereunder and under the Renewal Promissory Note that Lessor shall promptly
dismiss with prejudice any pending lawsuit(s) to evict Lessee from the Premises
or otherwise for the collection of the Delinquent Rent or payment of any other
charge under the Lease, or to enforce the performance of any other obligation of
Lessee under the Lease; it being acknowledged by Lessor and Lessee that this
Third Addendum constitutes full settlement as between the parties as to the
subject matter of any such lawsuit(s), without admission of liability by either
party except as expressly set forth in the Lease. as amended, relative to the
Delinquent Rent or otherwise.
IN WITNESS WHEREOF, the parties have executed this Third Addendum as of
the date above written.
LESSEE
WITNESSES: VERIDIEN CORPORATION
By:
----------------------------------- -------------------------------
Print Name: Name:
------------------------------
Its:
----------------------------------- ------------------------------
Print Name:
LESSOR
PIONEER DATA PROCESSING
By:
----------------------------------- -------------------------------
Print Name: Name:
-----------------------------
----------------------------------- Its:
Print Name: ------------------------------
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RENEWAL
PROMISSORY NOTE
$74,703.00 St. Petersburg, Florida
August 1, 1995
FOR VALUE RECEIVED, the undersigned Veridien Corporation, a Delaware
corporation ("Maker"), promises to pay to the order of Western Hemisphere, Inc.,
a Florida corporation "Payee"), the sum of Seventy-Four Thousand Seven Hundred
Three and No/100 Dollars ($74,703.00), with interest at a rate of ten percent
(10%) per annum from the date of this Note. The Maker shall pay at the offices
of the Payee the outstanding principal balance of the Note, and all accrued
unpaid interest thereon at the aforesaid rate, in full on the maturity date
which shall be September 1, 1996.
The Maker does hereby reserve, and shall have, the privilege of
prepaying this Note, at any time, in whole or in part, with accrued interest on
the amount prepaid, but without premium or penalty.
The Maker does hereby waive notice of acceptance of this Note, notice
of the occurrence of any default under this Note or under any instrument
securing this Note and presentment, demand, notice of maturity, protest, notice
of dishonor, notice of nonpayment and notice of protest and all requirements
necessary to hold the Maker liable as a maker of this Note. In the event it
shall be necessary for the Payee to engage an attorney or bring suit for
collection of this Note, the Payee shall be entitled to recover reasonable
attorney's fees and costs, whether or not suit shall be brought, including fees
and costs on appeal, in addition to the sums due and to become due hereunder.
This Renewal Promissory Note is in renewal of that certain Promissory
Note and Security Agreement from Maker to Payee in the same principal amount,
dated January 21, 1995, the original of which Note is attached hereto. Payee
acknowledges by its acceptance of this Renewal Promissory Note that interest
accrued under the Promissory Note and Security Agreement renewed hereby is
forgiven in total and shall not be deemed payable in whole or in part by Maker.
No additional principal has been advanced under this Renewal Promissory Note.
VERIDIEN CORPORATION
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
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SCHEDULE "C"
OPTION TO RENEW
FIRST OPTION PERIOD: June 1, 1997 - May 31, 2002
OPTION YEAR 1:
Monthly Rent: $ 13,180.00
Estimated Building Insurance: 425.00
Estimated Real Estate Taxes: 2,500.00
Estimated C.A.M. Fees: 425.00
-------------
TOTAL MONTHLY RENT (EXCLUSIVE $ 16,530.00
OF SALES/USE TAX)
OPTION YEAR 2:
Monthly Rent: $ 13,570.00
Estimated Building Insurance: 425.00
Estimated Real Estate Taxes: 3,000.00
Estimated C.A.M. Fees: 425.00
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TOTAL MONTHLY RENT (EXCLUSIVE $ 17,420.00
OF SALES/USE TAX)
OPTION YEAR 3:
Monthly Rent: $ 13,985.00
Estimated Building Insurance: 425.00
Estimated Real Estate Taxes: 3,000.00
Estimated C.A.M. Fees: 425.00
-------------
TOTAL MONTHLY RENT (EXCLUSIVE $ 17,835.00
OF SALES/USE TAX)
OPTION YEAR 4:
Monthly Rent: $ 14,405.00
Estimated Building Insurance: 425.00
Estimated Real Estate Taxes: 3,500.00
Estimated C.A.M. Fees: 425.00
-------------
TOTAL MONTHLY RENT (EXCLUSIVE $ 18,755.00
OF SALES/USE TAX)
OPTION YEAR 5:
Monthly Rent: $ 14,835.00
Estimated Building Insurance: 425.00
Estimated Real Estate Taxes: 3,500.00
Estimated C.A.M. Fees: 425.00
-------------
TOTAL MONTHLY RENT (EXCLUSIVE $ 19,185.00
OF SALES/USE TAX)
SECOND OPTION PERIOD: June 1, 2002 - May 31, 2007.
Monthly Rent will be negotiated between Lessee and Lessor in good faith
and agreed to prior to commencement of Second Option Period; should an
agreement not be reached Tenants possession of the Premises shall not
be disturbed, and the dispute will be resolved by arbitration. Each
party shall be responsible for their costs.
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SCHEDULE A
LEGEND: T - TERMINATED
LEASE LEASE LEASE LEASE LEASE LEASE LEASE LEASE
YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13
NOTIFICATION JUNE 1/97 JUNE 1/98 JUNE 1/99 JUNE 1/2000 JUNE 1/2001 JUNE 1/2002 JUNE 1/2003 JUNE 1/2004
TIME PERIOD MAY 31/98 MAY 31/99 MAY 31/2000 MAY 31/2001 MAY 31/2002 MAY 31/2003 MAY 31/2004 MAY 31/2005
----------- --------- --------- ----------- ----------- ----------- ----------- ----------- -----------
June 1 thru N/A T T T T T T T
August 31, 1997
June 1 thru N/A N/A T T T T T T
August 31, 1998
June 1 thru N/A N/A N/A T T T T T
August 31, 1999
June 1 thru N/A N/A N/A N/A T T T T
August 31, 2000
June 1 thru X/X X/X X/X X/X X/X T T T
August 31, 2001
June 1 thru X/X X/X X/X X/X X/X X/X T T
August 31, 2002
June 1 thru X/X X/X X/X X/X X/X X/X X/X T
August 31, 2003
June 1 thru X/X X/X X/X X/X X/X X/X X/X N/A
August 31, 2004
June 1 thru X/X X/X X/X X/X X/X X/X X/X N/A
August 31, 2005
June 1 thru X/X X/X X/X X/X X/X X/X X/X X/X
August 31, 2006
LEASE LEASE
YEAR 14 YEAR 15
NOTIFICATION JUNE 1/2005 JUNE 1/2006
TIME PERIOD MAY 31/2006 MAY 31/2007
----------- ----------- -----------
June 1 thru T T
August 31, 1997
June 1 thru T T
August 31, 1998
June 1 thru T T
August 31, 1999
June 1 thru T T
August 31, 2000
June 1 thru T T
August 31, 2001
June 1 thru T T
August 31, 2002
June 1 thru T T
August 31, 2003
June 1 thru T T
August 31, 2004
June 1 thru N/A T
August 31, 2005
June 1 thru N/A N/A
August 31, 2006
12
SECOND ADDENDUM TO LEASE
THIS SECOND ADDENDUM TO LEASE is entered into as of this 1ST day of
JULY, 1994 by and between WESTERN HEMISPHERE SALES, INC. d/b/a PIONEER DATA
PROCESSING, INC., as Lessor, and VERIDIEN CORPORATION, as Lessee.
Contrary to the terms of the Lease, the following Paragraphs are hereby
amended:
WHEREAS, Lessor and Lessee have entered into a Lease Agreement (the
"Lease") June 19, 1992, relating to that certain rentable space of approximately
26,000 square feet, located at 00000 00xx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx
(the "Leased Premises"), and
WHEREAS, Lessee now desires to again lease additional space from Lessor
and Lessor desires to lease additional space to Lessee;
NOW, THEREFORE, the parties hereby agree that the Lease shall be
amended as follows:
1. The Lease is hereby amended by the addition of the following
paragraph to be inserted prior to Paragraph 1 of the Lease Agreement:
The Lessor, in further consideration of the rentals to be paid
and the covenants and agreements to be kept and performed by
the Lessee does hereby grant, demise and lease unto Lessee,
and the said Lessee does hereby hire and lease from the
Lessor, that certain industrial space having a rentable area
of approximately 11,800 square feet, and located at 00000 00xx
Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, being otherwise
described on Exhibit "A" attached to this Addendum to Lease
and incorporated herein (the "Expansion Space").
2. Paragraph 1 of the Lease is hereby amended by the addition of the
following at the end of said Paragraph 1 and prior to Paragraph 1(a):
The Commencement Date as to the Expansion Space shall be July 1,
1994.
3. The Gross monthly base rent set forth in Paragraphs 1 (d), (e), and
(f) is hereby replaced by the following lease payment schedule, plus sales and
use tax, effective as of the Expansion Commencement Date for the new total
demised premises of approximately 37,800 rentable square feet.
(d) YEAR 3: Beginning July 1, 1994, and on the first day of
each successive month thereafter up to and including June 1, 1995,
Lessee shall pay $12,060.00 as monthly rent, PLUS current year
applicable sales and use tax, estimated building insurance, real estate
taxes, and common area maintenance fees as follows:
Monthly Rent: $ 12,060.00
Estimated Building Insurance: $ 425.00
Estimated Real Estate Taxes: $ 1,500.00
Estimated C.A.M. Fees: $ 425.00
-----------
TOTAL MONTHLY RENT (EXCLUSIVE $ 14,410.00
OF SALES/USE TAX)
(e) YEAR 4: On the first day of July 1, 1995 and on each successive
month thereafter up to and including June 1, 1996, Lessee shall pay
$12,423.00 as monthly rent, PLUS
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current year applicable sales and use tax, estimated building
insurance, real estate taxes, and common area maintenance fees as
follows:
Monthly Rent: $ 12,423.00
Estimated Building Insurance: $ 425.00
Estimated Real Estate Taxes: $ 2,000.00
Estimated C.A.M. Fees: $ 425.00
-----------
TOTAL MONTHLY RENT (EXCLUSIVE $ 15,273.00
OF SALES/USE TAX)
(f) YEAR 5: On the first day of July 1, 1996 and on each
successive month thereafter up to and including May 1, 1997, Lessee
shall pay $12,795.00 as monthly rent, PLUS current year applicable
sales and use tax, estimated building insurance, real estate taxes, and
common area maintenance fees as follows:
Monthly Rent: $12,795.00
Estimated Building Insurance: $ 425.00
Estimated Real Estate Taxes: $ 2,500.00
Estimated C.A.M. Fees: $ 425,00
----------
TOTAL MONTHLY RENT (EXCLUSIVE $16,145.00
OF SALES/USE TAX)
4. Paragraph 2 of the Lease Agreement is hereby amended as follows:
OPTION TO RENEW: In the event the Lessee shall perform all of
the covenants of this Lease, including the prompt payment of
the rent due hereunder, the Lessee shall have the option to
renew the same for one (1) additional term of five (5) years
upon the same terms and conditions set forth herein, provided,
however, the rental payments during said option periods shall
be payable as more fully set forth in Exhibit "A(a)" which is
attached hereto and by reference made a part hereof. Lessee
shall be deemed to have automatically renewed this Lease for
the additional five year term unless Lessee provides Lessor
with written notice of its intention not to renew at least 150
days prior to the termination of the original Lease Term.
5. The term "Lease Term" referenced in Paragraph 1 of the Lease
Agreement shall mean the term ending May 31, 1997 as to the entire Leased
Premises inclusive of the Expansion Space.
6. The Lessee's option to renew the Lease Term provided in Paragraph 2
of the Lease Agreement, if exercised, shall renew the Lease from the Lease
expiration date of May 31, 1997, and shall apply to the entire Leased Premises
including the Expansion Space. Said option Period shall commence June 1, 1997
and terminate May 31, 2002.
7. The first sentence of Paragraph 7 of the Lease is hereby amended to
read as follows: "As additional rent hereunder, Lessee shall pay to Lessor,
monthly in advance, its newly adjusted prorata share of the leased premises of
ninety-eight and four tenths percent (98.4%) of the building insurance, real
estate taxes, common area maintenance as noted in Paragraphs 4, 5, and 6 of this
Lease".
Except as provided herein, all other terms and conditions of the Lease shall
remain in full force and effect. In the event of a conflict between this
Addendum and the Lease, provisions of this Addendum shall govern.
14
IN WITNESS WHEREOF, the parties have executed this Second Addendum as
of the date above written.
WITNESSES: VERIDIEN CORPORATION
CHAIRMAN & CEO
----------------------------------- -------------------------------
----------------------------------- "LESSEE"
PIONEER DATA PROCESSING
----------------------------------- -------------------------------
----------------------------------- Xxxxxxx X. Xxxxx
"LESSOR"
15
EXHIBIT "A(A)"
OPTION TO RENEW
EXTENSION TERM: June 1, 1997 - May 31, 2002
OPTION YEAR 1:
Monthly Rent: $13,180.00
Estimated Building insurance: $ 425.00
Estimated Real Estate Taxes: $ 2,500.00
Estimated C.A.M. Fees: $ 425,00
----------
TOTAL MONTHLY RENT (EXCLUSIVE $16,530.00
OF SALES/USE TAX)
OPTION YEAR 2:
Monthly Rent: $13,570.00
Estimated Building Insurance: $ 425.00
Estimated Real Estate Taxes: $ 3,000.00
Estimated C.A.M. Fees: $ 425.00
----------
TOTAL MONTHLY RENT (EXCLUSIVE $17,420.00
OF SALES/USE TAX)
OPTION YEAR 3:
Monthly Rent: $13,985.00
Estimated Building Insurance: $ 425.00
Estimated Real Estate Taxes: $ 3,000.00
Estimated C.A.M. Fees: $ 425.00
----------
TOTAL MONTHLY RENT (EXCLUSIVE $17,835.00
OF SALES/USE TAX)
OPTION YEAR 4:
Monthly Rent: $14,405.00
Estimated Building Insurance: $ 425.00
Estimated Real Estate Taxes: $ 3,500.00
Estimated C.A.M. Fees: $ 425.00
----------
TOTAL MONTHLY RENT (EXCLUSIVE $18,755.00
OF SALES/USE TAX)
OPTION YEAR 5:
Monthly Rent: $14,835.00
Estimated Building Insurance: $ 425.00
Estimated Real Estate Taxes: $ 3,500.00
Estimated C.A.M. Fees: $ 425.00
----------
TOTAL MONTHLY RENT (EXCLUSIVE $19,185.00
OF SALES/USE TAX)
16
ADDENDUM TO LEASE
THIS ADDENDUM TO LEASE is entered into as of this 2nd day of September,
1993 by and between WESTERN HEMISPHERE SALES, INC. f/k/a PIONEER DATA
PROCESSING, INC., as Lessor, and VERIDIEN CORPORATION, as Lessee, to that
certain lease ("Lease") dated June 19, 1992.
Contrary to the terms of the Lease, the following is hereby amended
The Landlord hereby waives the requirement for Tenant to obtain
flood insurance as provided for in Paragraph 4 (c) of the lease
agreement.
Except as provided herein, all other terms and conditions of the Lease
shall remain in full force and effect. In the event of a conflict between this
Addendum and the Lease, provisions of this Addendum shall govern.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
date above written.
WITNESSES: VERIDIEN CORPORATION
---------------------------------- ------------------------------
---------------------------------- LESSEE
WESTERN HEMISPHERE SALES, INC.
---------------------------------- ------------------------------
Xxxxxxx X. Xxxxx
---------------------------------- LESSOR
17
INDUSTRIAL PARK LEASE
THIS LEASE, made and entered into this 19th day of June, 1992, by and
between WESTERN HEMISPHERE SALES, INC., a Florida corporation f/k/a PIONEER DATA
PROCESSING, INC., a Florida corporation (hereinafter the "Lessor" or
"Landlord"), and VERIDIEN CORPORATION, a Delaware corporation (hereinafter the
"Lessee" or "Tenant"),
WITNESSETH, that, in consideration of the covenants herein contained on
the part of the said Lessee to be made and performed, the Lessor does hereby
lease to the said Lessee the following-described property located in Pinellas
County, Florida, the same being more particularly described as follows:
That certain warehouse space having an overall area of 26,000 square
feet, including approximately 8,000 square feet of office space, (hereinafter
the "Premises"), and which space has a street address of 00000 - 00xx Xxxxxx
Xxxxx, Xx. Xxxxxxxxxx, XX. The building in which the Premises are located has an
overall area of approximately 38,500 square feet.
1. TERM: The term of this Lease shall be for an initial period of five
(5) years, commencing on the 15th day of June, 1992, and ending on the 31st day
of May, 1997, with deposits and rental payments to be made as follows:
(a) DEPOSIT: Upon execution of this Lease, Lessee will deposit
the sum of $14,521.88 which represents:
$ 9,000.00 - SECURITY DEPOSIT
------------
$ n/a - last month's rent
------------
$ n/a - last month's estimated building insurance
------------
$ n/a - last month's estimated real estate taxes
------------
$ n/a - last month's estimated Common Area
------------ Maintenance ("C.A.M.")
$ n/a - sales tax
------------
$ 4,062.50 - 1/2 first month's rent
------------
$ 212.50 - 1/2 first month's estimated building insurance
------------
$ 750.00 - 1/2 first month's estimated real estate taxes
------------
$ 212.50 - 1/2 first month's estimated C.A.M.
------------
$ 284.38 - sales tax
------------
$ 14,521.88 - TOTAL
------------
Lessor is not obligated to apply the security deposit or advance rent
on rents or other charges in arrears or on damages for the Lessee's
failure to perform the Lease. However, the Lessor may so apply the
security at its option and its right to possession of the Premises for
nonpayment of rent or for any other reason shall not in any event be
affected by reason of the fact that it holds this security. The advance
rent may be applied to damage to the Premises. If no damage has
occurred or the security deposit is used, the advance rent shall be
applied to the last month's rent. The security deposit, if not applied
toward payment of arrearages or damages as herein provided, is to be
returned to the Lessee when the Lease is terminated, within thirty (30)
days after the Lessee has vacated the Premises and delivered possession
to the Lessor. If Lessor repossesses the Premises because of the
Lessee's default or breach, it may apply the deposit on all damages
suffered to the date of the repossession and may retain the remainder
to apply to such damages as may be suffered thereafter by reason of the
default or breach.
18
(b) YEAR 1: On the first day of July, 1992, and on the first
day of each successive month thereafter up to and including May 1,
1993, Lessee shall pay $11,043.75, which represents:
$ 8,125.00 - monthly rent
-----------
$ 425.00 - estimated building insurance
-----------
$ 1,500.00 - estimated real estate taxes
-----------
$ 425.00 - estimated C.A.M.
-----------
$ 568.75 - sales tax
-----------
$ 11,043.75 - TOTAL MONTHLY PAYMENT
-----------
(c) YEAR 2: On the first day of June, 1993, and on the first
day of each successive month thereafter up to and including May 1,
1994, Lessee shall pay $8,370.00 as monthly rent, plus sales tax and
estimated building insurance, real estate taxes, and C.A.M.
(d) YEAR 3. On the first day of June, 1994, and on the first
day of each successive month thereafter up to and including May 1,
1995, Lessee shall pay $8,620.00 as monthly rent, plus sales tax and
estimated building insurance, real estate taxes and C.A.M.
(e) YEAR 4. On the first day of June, 1995, and on the first
day of each successive month thereafter up to and including May 1,
1996, Lessee shall pay $8,880.00 as monthly rent, plus sales tax and
estimated building insurance, real estate taxes and C.A.M.
(f) YEAR 5. On the first day of June, 1996, and on the first
day of each successive month thereafter up to and including May 1,
1997, Lessee shall pay $9,145.00 as monthly rent, plus sales tax and
estimated building insurance, real estate taxes, and C.A.M.
(g) LATE FEES: The monthly rental payments shall be paid each
month on the date set forth above, without demand, to Lessor at the
address set forth in this Lease or at such other address as Lessor may
designate in writing. In the event any rental payment is delinquent for
a period of ten (10) days, then in that event, Lessee shall be liable
for and agrees to pay a delinquent charge in an amount equal to five
(5%) of each such delinquent payment.
2. OPTION TO RENEW: In the event the Lessee shall perform all of the
covenants of this Lease, including the prompt payment of the rental due
hereunder, the Lessee shall have the option to renew the same for one (1)
additional term of five (5) Years upon the same terms and conditions set forth
therein, provided, however, the rental payments during said option periods shall
be payable as more fully set forth in Exhibit "A" which is attached hereto and
by reference made a part hereof. Lessee shall be deemed to have automatically
renewed this Lease for the additional five-year term unless Lessee provides
Lessor with written notice of its intention not to renew at least one hundred
fifty (150) days prior to the termination of the original Lease Term.
3. UTILITIES: Lessee will, at its own expense, pay and discharge all
costs and charges for electricity, gas, water, sewer and garbage collection,
telephone, and all other utilities furnished in connection with or for the use
of said Premises, or any part thereof, including the making of deposits with the
proper authorities or persons in order to secure such services. At the time of
the commencement of the term of this Lease, if any of the aforesaid services are
being furnished to the Leased Premises from accounts that are in the name of the
Lessor, Lessee agrees to immediately change such service accounts with the
proper authorities or persons into the name of the Lessee. In the event that
Lessee fails to change such accounts into the Lessee's name within five (5) days
after the commencement of the term of this Lease, Lessor shall have the right
without any notification to Lessee to immediately notify the proper
19
authorities or persons to terminate the furnishing of such services to the
Leased Premises without incurring any liability to Lessee on account of such
termination.
Lessee shall, at Lessee's cost and expense, be responsible for all
necessary pest extermination.
Lessee shall also be responsible for all equipment and/or data
contained in said equipment.
4. INSURANCE: Lessee shall, during the full term of this Lease, and at
its own expense, carry public liability insurance for the protection of the
Lessor and the Lessee in the limits commonly known as $2,000,000 single limit
and $1,000,000.00 per person and will provide Lessor with evidence of said
insurance. Lessee shall provide Lessor with copies or original insurance
policies within ten (10) days after the Commencement Date of the Lease, and
within ten (10) days after January 1 of each year, or promptly upon request of
Lessor at any time. Lessor shall be an additional paid insured and loss payee on
such policies, and Lessor shall be entitled to receive a 30-day written notice
prior to cancellation of any such policies.
The Lessor shall pay for and maintain, during the term, the following
policies of insurance covering the Leased Premises:
(a) Broad Form Comprehensive General Liability Insurance. Including,
but not limited to, coverage for Personal Injuries with limits of not
less than $2,000,000 combined single limit for death, personal injury
and property damage, per occurrence.
(b) All Risk Property Insurance. Upon all building improvements and
alterations, including, but not limited to, fire and extended
coverage, vandalism, malicious mischief and sprinkler leakage in the
amount of one hundred (100%) percent of full replacement cost.
(c) Flood Insurance. If applicable, Lessor will purchase flood
insurance coverage for the property if the property is in an insurance
flood zone in an amount per the market value of the building.
(d) Renter/Business Interruption Insurance. Lessor shall also
provide renter/business interruption insurance for the Property.
Lessee agrees to reimburse Lessor for the cost of Lessee's pro rata
share of said insurance, which cost shall constitute additional rental
hereunder, and shall be payable in the manner set forth in Paragraph 7
of this Lease.
Lessor shall provide Lessee with evidence of said insurance and provide
copies or original insurance policies within ten (10) days after the
Commencement Date of the Lease, and within ten (10) days after January
1 of each year, or promptly upon request of Lessee at any time. Lessee
reserves the right to investigate comparative insurance policies from
companies of equal or greater rating for said insurance and present to
Lessor. If alternative policies of equal or better coverage are found
to be more economical than those currently in effect than Lessor must
either implement those policies or reimburse Lessee for any savings
that Lessee would realize.
5. TAXES: Lessee agrees to pay its pro rata share of all real estate
and personal property taxes assessed against the demised Premises during the
term of this Lease, which taxes shall constitute additional rental hereunder and
shall be payable by Lessee to Lessor in the manner set forth in Paragraph 7 of
this Lease.
20
6. MAINTENANCE: Lessor shall maintain the roof, structural load bearing
walls and slab on the Leased Premises, as well as the common areas of the
building. The Lessor's expenses incurred in the maintenance of the common areas
of the building shall be known as "Common Area Maintenance" or "C.A.M.", and
shall include, but not be limited to reasonable management expenses, janitorial
and landscaping services, and such other reasonable costs and expenses as may be
paid by Lessor in connection with the upkeep, maintenance, repair or management
of the Premises or the building.
Lessee shall maintain and repair, at Lessee's expense, all other
portions of the Premises including, but not limited to plumbing, lighting, air
conditioning, and plate glass. Lessee shall, at the termination of the Lease, by
lapse of time or otherwise, surrender up Leased Premises in good order and
condition, reasonable use and ordinary wear and tear excepted. Lessee may remove
any tenant improvements installed by Tenant at the termination of the Lease
provided Lessee pays the cost of removal and repairs of any and all damage or
injury to the Leased Premises resulting from such removal.
Lessee shall have a period of fourteen (14) days (hereinafter referred
to as the "Inspection Period") after the Lease begins to inspect the
air-conditioning, heating, plumbing, and electrical systems for the building. If
such inspection reveals that any repairs are necessary, said repairs shall be
completed at Lessor's expense. Upon the termination of this Inspection Period,
Lessee shall be responsible for all maintenance repair as described in this
Paragraph.
7. ADDITIONAL RENTAL: As additional rental hereunder, Lessee shall pay
to Lessor, monthly in advance, sixty-seven and one-half percent (67.5%) of the
building insurance, real estate taxes, and Common Area Maintenance as noted in
Paragraphs 4, 5, and 6 of this Lease. Prior to the commencement of each calendar
year of the Lease term, or as soon thereafter as practicable, Lessor shall give
Lessee written notice of its estimate of the amounts payable under this
paragraph for the ensuing year of the Lease term on the date each monthly rental
payment is due as provided in Paragraph 1 of this Lease. Lessee shall pay to
Lessor 1/12th of such estimated amounts, provided, if such notice is not given
on or before the January rental payment of each year of said Lease term, Lessee
shall continue to pay on the basis of the prior year's estimate until the month
after such notice is given. If at any time or times it appears to Lessor that
the amounts payable under this paragraph for the ensuing year will vary from its
estimate by more than ten (10%) percent, Lessor may, by written notice to
Lessee, revise its estimate for such year, and subsequent payments by Lessee
shall be based upon such revised estimates. Within ninety (90) days after the
close of each year of the Lease term, or as soon after such ninety (90) day
period as practicable, Lessor shall deliver to Lessee a statement of amounts
payable under this paragraph for such year. If such statement shows an amount
owing by Lessee that is less than the estimated payments for such year
previously made by Lessee, the excess payment shall be applied to the payments
due for the following year. If such statement shows an amount owing by Lessee
that is more than the estimated payments for such year previously made by
Lessee, Lessee shall pay the deficiency to Lessor within thirty (30) days after
delivery of the statement.
The estimated additional rental amounts to be paid in 1992 were
calculated as follows: the portion attributable to building insurance was
estimated based on the actual 1991 building insurance xxxx which is divided by
12 months; the portion attributable to taxes was based on the total amount
billed for 1991 (the April amount) which is also divided by 12 months; the
portion attributable to C.A.M. was based on total C.A.M. expenses for 1991, plus
any anticipated or known increases for 1992, which is also divided by 12 months.
In the event the commencement date and expiration date of the terms of
this Lease fall on days other than January 1 and December 31, respectively, for
the first and last calendar years of the term of this Lease, Lessee's pro-rata
share of the amounts payable under this paragraph, shall he calculated on a per
diem basis for the actual number of days of the Lease term falling in the
applicable calendar year.
21
8. QUIET POSSESSION: Lessor covenants, promises and agrees with the
Lessee, that the Lessee, on paying the said rent above hereby reserved, and
observing, performing and keeping all and singular the covenants and agreements
herein contained, shall and may lawfully, peacefully and quietly have, hold,
use, occupy and enjoy said Premises hereby leased.
9. USE: Lessee shall use and occupy the Leased Premises during the
term of this Lease only for the purpose of the manufacturing and distribution of
medical products, operating research and development laboratories for said
products, including microbiology, chemical, quality control, and prototype, and
for the maintenance of executive offices, and no other purpose whatsoever
without Lessor's prior written consent, which consent shall not be unreasonably
withheld. Lessee will not use or permit to be used the Premises hereby leased
for any unlawful or improper purpose or in any manner which would constitute a
nuisance or in any way injure the reputation or value of the demised Premises.
Lessee will at all times comply with all laws or ordinances of any and all duly
constituted governmental or municipal authorities, and of any and all of their
departments and bureaus applicable to Lessee's use of said Premises, and all
lawful rules and regulations promulgated by said authorities and bureaus in
connection with Lessee's use of the Premises herein demised. Lessee shall comply
with all other laws, ordinances, etc., related to the Premises. However, nothing
contained in this paragraph shall be construed to require Lessor or Lessee to
make any structural repairs or alterations to the demised Premises.
10. LIENS: The Lessee shall have no authority to incur, create or
permit, and shall not incur, create, permit or suffer, any lien for labor or
materials or services to attach to the interest or estate of either the Lessor
or the Lessee in the Leased Premises or other real estate of which the Leased
Premises or other real estate of which the Leased Premises for a part, and
neither the Lessee, nor anyone claiming by, through or under the Lessee, shall
have any right to file or place any labor or material lien of any kind or
character whatsoever or any mechanics lien or other lien of any kind, upon the
Leased Premises or other real estate of which the Leased Premises form a part,
so as to encumber or affect the title of the Lessor, and all persons contracting
with the Lessee directly or indirectly, or with any person who in turn is
contracting with the Lessee, for the erection, construction, installation,
alteration or repair of the Leased Premises or any improvements therein or
thereon, including fixtures and equipment, and all materialmen, contractors,
mechanics, laborers, architects, engineers, and others are hereby charged with
notice that as and from the date of this instrument, they and each of them must
look to the Lessee only to secure the payment of any bills or charges or claims
for work done, or materials furnished, or services rendered or performed during
the term hereby demised.
A Memorandum of Lease shall be recorded in the Public Records in order
to avoid attachment of any lien caused by actions of Lessee to attach to the
Property owned by Lessor.
11. ASSIGNMENT AND SUBLETTING: Lessee will not assign this Lease
without the written consent of the Lessor, and the Lessor agrees that such
consent will not be unreasonably withheld or delayed. In the event that the
Lessor does consent to such assignment or subletting, it is understood and
agreed that such will in no way relieve the Lessee of its obligation to pay the
rents as provided herein during the term of this Lease. In the event Lessee
sublets the Property for rental amounts in excess of Lessee's current rental
payments, fifty percent (50%) of any excess rents collected pursuant to the
sub-lease shall promptly be paid to Lessor.
12. INSPECTION: Lessee will permit the Lessor to enter upon said
Premises upon reasonable notice during the usual business hours for the purpose
of making inspections or repairs, or for the purposes of obeying any laws or
orders of any duly constituted governmental or municipal authorities, and/or for
the purpose of exhibiting the Leased Premises to prospective tenants or
purchasers within the four (4) months of the expiration of the Lease, provided
Lessor does not unreasonably or unnecessarily
22
interfere with the operation of Lessee's business. In making such inspections or
repairs, Lessor shall observe all reasonable security regulations of Lessee and
shall hold in confidence any information concerning business or products of
Lessee which they, or any of them, may discover while present on said Premises.
13. HAZARD DAMAGE: The parties hereto agree, if by virtue of fire,
storm, or any cause other than negligent or deliberate act of the Lessee, the
Leased Premises becomes partly or wholly untenantable, then and in that event,
the rent shall xxxxx in proportion to the amount of untenantability of said
Premises for so long as they are untenantable. In the event the Leased Premises
are not totally destroyed, the Lessor agrees to rebuild the Premises with all
possible dispatch and deliver the same to the Lessee within a period of one
hundred eighty (180) days after the event causing the destruction. In the event
the Leased Premises are totally destroyed, then Lessee or Lessor shall have the
option to terminate this Lease within a period of thirty (30) days after the
same destruction. In the event this Lease is not thus terminated, the Lessor
agrees to rebuild the Premises with all possible dispatch and deliver the same
to the Lessee within a period of not more than two hundred forty (240) days
after an event causing total destruction. However, in no event shall Lessor be
obligated to do any rebuilding if the remaining term of this Lease shall have
less than one (1) year to run following the expected completion of such
rebuilding, unless Lessee exercised its option to renew the Lease for two
additional five (5) year terms.
14. ALTERATIONS: Except as otherwise provided in this paragraph, Lessee
will not make any improvements, installations, alterations or additions in or to
the Leased Premises without the written consent of Lessor, which consent shall
not be unreasonably withheld. If Lessor consents to such improvements,
alterations, or additions, any such improvements shall be installed at Lessee's
expense in accordance with plans approved by Lessor and only by such contractors
reasonable acceptable to Lessor. Lessee also agrees that all work will be done
in a workmanlike manner, with all applicable permits being obtained and shall
conform to all applicable codes. Lessee also agrees to have the work performed
at such reasonable times and in such reasonable manner as Lessor may designate.
15. SUBORDINATION: Lessee agrees to execute and deliver an instrument
subordinating the Lease to the lien of any mortgage within ten (10) days after
receiving a written request from Lessor. Provided, however, in the instrument
the mortgagee must agree that, so long as Lessee is not in default under the
provisions of this Lease: (a) this Lease shall remain in full force and effect,
(b) the possession of the Premises by Lessee shall not be disturbed, and (c) in
the event of a foreclosure or other suit instituted pursuant to the mortgage,
the suit shall not affect the rights of Lessee under this Lease, but any
purchaser of the Premises as a result of such suit shall take the Premises
subject to this Lease and shall be bound by all of its terms. In the event of a
foreclosure of any mortgage encumbering the Leased Premises, Lessee agrees to
attorn to the mortgagee or its successors in interest and recognize such party
as Lessor under this Lease, provided Lessee receives in return a nondisturbance
agreement from the foreclosing mortgagee or its successor in interest as set
forth immediately above. Any mortgage placed on the Leased Premises by the
Lessor will not cover the equipment, furniture or furnishings owned by the
Lessee.
16. TENANT ESTOPPEL LETTERS: Lessee shall, within ten (10) days after
receiving a written request from Lessor, make a Tenant Estoppel Letter and/or
statement in writing certifying:
(a) That the term of this Lease has commenced, setting forth the
date of such commencement;
(b) That this Lease is unmodified and in full force and effect
or, if there have been modifications, that the Lease is in full force
and effect as modified, stating the modification,
23
(c) whether or not there are then existing any known offsets
or defenses against the enforcement of any of Lessee's covenants
hereunder (and if so, specifying them);
(d) The dates to which rent and other amounts have been paid in
advance, if any;
(e) Whether or not Lessee has acquired any interest in the
Premises except for its interest under this Lease; and
(f) Whether or not Lessee has executed a leasehold mortgage or
otherwise made any transfer or assignment of any part of the leasehold
estate.
Such statements shall be given as often as Lessor may
reasonably request them and may be relied upon by any prospective
purchaser of the fee simple interest in the Premises or by any
Mortgagee or its assignee.
17. DEFAULT PROVISIONS:
A. The happening of any one or more of the following events
shall, at the option of Lessor, constitute a breach of this Lease on
the part of the Lessee and Lessor shall have such remedies as are
herein provided.
(1) If Lessee defaults in the payment of any rents
payable to Lessor hereunder and fails to pay same within ten
(10) days of such default; or
(2) If Lessee fails to provide Lessor with insurance
policies on any one of the following: (i) within ten (10) days
after the Commencement Date; or (ii) within ten (10) days
after January 1 of each year; or (iii) within ten (10) days
after Landlord's request for copies of such policy; or
(3) If Lessee fails to provide Lessor with such
Tenant Estoppel Letters as described in Paragraph 16 of this
Lease within ten (10) days after written request of Lessor.
(4) If Lessee petitions or applies to any tribunal
for the appointment of a trustee or receiver of Lessee or
commences any proceedings relating to Lessee under any
bankruptcy, reorganization, arrangements, insolvency,
readjustment, dissolution, liquidation law of any jurisdiction
whether or not hereinafter in effect; or
(5) If any such petition or application is filed or
any proceedings are commenced against Lessee and Lessee, by
any act, indicates its approval thereof, consents thereto or
acquiesces therein, or an order is entered appointing such
trustee or receiver, or adjudicating Lessee bankrupt or
insolvent, or approving the petition in any such proceedings,
and such order remains in effect for more than ninety (90)
days; or
(6) If Lessee fails to fully and promptly perform any
act, term or provisions required of it in the performance of
this Lease. If a default is claimed under this subparagraph,
written notice specifically specifying the nature of such
claimed default shall be mailed to Lessee and Lessee shall
have fifteen (15) days to cure said default or such longer
time as may reasonably be necessary due to the nature of said
default.
B. Upon the happening of any of the above events of default,
Lessor may, at
24
Lessor's option:
(1) Terminate and end this Lease and re-enter upon
the Leased Premises and at Lessor's options, all of Lessee's
rights, title, and interest under this Lease shall end and
Lessee shall become a tenant at sufferance; or
(2) Elect to declare the entire rent for the balance
of the term, or any part thereof, during which Lessee may
remain in possession due and payable forthwith, and may
proceed to collect the same by distress or otherwise, and
thereupon said term shall terminate at the option of Lessor
except that, to the extent rents have been collected in such
fashion, Lessee shall be entitled to remain in possession to
the exhaustion of the period covered by the rentals so
collected; or
(3) Take possession of the Premises and rent the same
for the account of Lessee.
The exercise of any of the above options shall not be
deemed to be the exclusive remedy of Lessor. In addition
thereto, Lessor shall have the right of any of the provisions
of the laws of the State of Florida governing default by
Lessee, and, in any event of default by Lessee, Lessor shall
take all reasonable action to mitigate damages.
C. Lessee agrees to pay a reasonable attorneys' fee and all
costs if it becomes necessary for Lessor to employ an attorney to
collect any of the rent agreed to be paid or to enforce performance of
any of the provisions of this Lease, provided Lessor is successful, or
to obtain possession of the Leased Premises or otherwise to exercise
any option or enforce any right given to Lessor upon default by Lessee
on any term, condition, stipulation or obligation of the Lease.
D. Should Lessor default in the terms and covenants herein
contained and should Lessee be required to secure the services of an
attorney and should such default be proven, then Lessor agrees to pay a
reasonable attorneys' fee to Lessee.
18. NOTICES: The rent payable under the terms of this Lease and any
notices to the Lessor shall be mailed to:
Western Hemisphere Sales, Inc.
f/k/a Pioneer Data Processing, Inc.
0000 X.X. Xxxxxxx 00 Xxxxx
Xxxxxxx, XX 00000
or such other addresses as the Lessor may designate in writing.
Notices to the Lessee shall be mailed to:
Xxxx X. Xxxxxxx
00000 - 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
or such other addresses as the Lessee may designate in writing.
19. ABANDONMENT: If Lessee shall abandon or surrender the Leased
Premises, or be
25
dispossessed by process of law or otherwise, any personal property belonging to
Lessee and left on the Leased Premises for a period of fifteen (15) days after
such abandonment or surrender shall be deemed to be abandoned, at the option of
Lessor.
20. GENDER USAGE: The use of any gender herein shall be deemed to be or
include the other genders and the use of the singular herein shall be deemed to
be or include the plural (and vice versa), wherever appropriate.
21. SUCCESSORS: This Lease shall be binding heirs, personal
representatives, successors and assigns of parties hereto.
22. RADON DISCLOSURE: Radon is a naturally occurring radioactive gas
that, when it has be accumulated in a building in sufficient quantities, may
present health risks to person who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
23. GOVERNMENT COMPLIANCE: Lessee shall keep and maintain the Leased
Premises in compliance with, and shall not cause or permit the Leased Premises
to be in violation of any federal, state or local laws, ordinances or
regulations relating to industrial hygiene or to the environmental conditions
on, under or about the Leased Premises including, but not limited to, soil and
ground water conditions. Lessee shall not use, generate, manufacture, store or
dispose of on, under or about the Leased Premises or transport to or from the
Leased Premises any radioactive materials, hazardous wastes, toxic substances
defined as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", or "toxic substances" under any applicable
federal or state laws or regulations, but specifically excluding any substances
used by Lessee in the ordinary course of its business in accordance with
applicable federal and state laws and regulations (collectively referred to
herein as "Hazardous Materials").
Lessee shall be solely responsible for, and shall indemnify and hold
harmless Lessor, its successors and assigns, from and against, any loss, damage,
cost, expense or liability directly or indirectly arising out of or attributable
to the use, generation, storage, release, threatened release, discharge,
disposal, or presence of Hazardous Materials on, under or about the Leased
Premises, including without limitation: (a) All foreseeable consequential
damages; (b) The costs of any required or necessary repair, cleanup or
detoxification of the Leased Premises, and the preparation and implementation of
any closure, remedial or other required plans; and (c) All reasonable costs and
expenses incurred by Lessor in connection with clauses (a) and (b) of this
paragraph, including, but not limited to, reasonable attorney's fees.
Within thirty (30) days after the beginning of this Lease Term, Lessor
shall obtain a Phase I Environmental Audit for the Premises. The results of this
Audit shall be provided to Lessee, and the costs for said audit shall be split
evenly between Lessee and Lessor with Lessee's share not to exceed ONE THOUSAND
FIVE HUNDRED AND NO/100 DOLLARS ($1,500.00) or fifty percent (50%) of the cost,
whichever is lower.
24. CONTAMINATION: Lessee will have no liability relative to any soil
contamination if any is attributable to activities of prior tenants.
25. SIGNAGE: Lessee shall not be permitted to install, construct,
inscribe, paint, affix or display any sign, advertisement, or logo visible from
the exterior of the Leased Premises in any common area without Lessor's prior
written consent. The exact size, design, configuration and placement of all
26
signs, advertisements and logos shall be subject to the reasonable approval of
Lessor, the approval of the City of St. Petersburg, and any other applicable
governmental authorities. Under no circumstances may any sign, advertisement, or
logo violate any ordinance, rule or regulation of any governmental authority.
Lessee hereby agrees to seek and obtain any and all governmental approvals,
permits or licenses necessary for the lawful operation and placement of any
signs, advertisements, or logos approved by Lessor. All costs of installation,
construction, erection, illumination (where appropriate), maintenance, repair
and removal of any of the above referenced items shall be the obligation of the
Lessee. Before erecting or placing any signs, advertisements, or logos or
beginning any construction pursuant to preparation for the erection or placement
thereof, Lessee shall submit to Lessor, for Lessor's review and approval,
detailed plans and specifications for all work to be performed. After obtaining
Lessor's approval of said plans and specifications, the signs, advertisements,
or logos are to be constructed pursuant to the plans and specifications without
any deviation therefrom whatsoever. Upon vacating the Leased Premises, Lessee
shall remove all signs, advertisements or logos and repair all damage caused by
such removal. Lessee's obligation to observe or perform this covenant shall
survive the expiration or termination of this Lease. Lessee hereby agrees to
indemnify and hold Lessor harmless from and against any and all loss, cost,
damage, claims, suits, actions for any damage or injury to any person or
property caused by the installation, construction, erection, maintenance, repair
or removal of any of said signs, advertisements, or logos.
26. CONDEMNATION: If any substantial portion of the Leased Premises
shall be taken by eminent domain, Lessee shall have the right to terminate this
Lease as of the date of taking by giving written notice of such termination to
the Lessor within fifteen (15) days following the date of such taking, and in
the event of such termination, rent shall cease as of the date of such
termination and any rent paid beyond that date shall be refunded to the Lessee.
Whether or not the Lessee shall exercise such right, the Lessor and Lessee shall
have and retain their respective rights to compensation from the condemning
authority in connection with and following a taking by eminent domain. If Lessee
does not terminate this Lease following a substantial taking by eminent domain
or if the portion of the Leased Premises taken is not substantial, the rent
payable under this Lease for the remainder of the term shall be reduced as of
the date of taking in the proportion that the area of the part taken bears to
the total area of the Leased Premises just prior to such taking. Substantial, as
used herein, shall refer to the ability of Lessee to carry on its normal
business.
27. HOLD HARMLESS: Lessee agrees that all property belonging to or in
the name of, custody or control of the Lessee or any occupant of the Leased
Premises which is in or on the Leased Premises shall be there at the risk of the
Lessee or such occupant only, and Lessor shall not be liable for any injury
thereto or loss or destruction thereof, excepting injury or loss resulting from
breach of the terms of this Lease by Lessor. Lessee further agrees that Lessor
shall not be liable to the Lessee or any person for any injury, loss or damage
to property or to any person on the Leased Premises or on the common areas
appurtenant thereto, excepting injury or loss resulting from breach of the terms
of this Lease by Lessor. Lessor shall not be responsible for or liable to Lessee
for any loss or damage that may be occasioned by or through the acts or
omissions of persons occupying adjoining Premises or any part of the Premises
adjacent to or connected with the Leased Premises or any part of the Leased
Premises shown on the Site Plan or for any loss or damage resulting to Lessee or
its property from burst, stopped or leaking water, gas, sewer or steam pipes or
for any damage or loss of property within the Leased Premises from any causes
whatsoever, including theft, excepting injury or loss resulting from breach of
the terms of this Lease by Lessor.
Lessee hereby indemnifies Lessor for any injury to persons or loss or
damage to Property on or about Lessee's premises.
28. NO WAIVER: No assent, express or implied, by the Lessor to any
breach of any of the
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Lessee's covenants or agreements shall be deemed a waiver of any succeeding
breach of the same covenant or agreement. No delay or omission on the part of
Lessor in exercising any right or remedy shall operate as a waiver thereof or
the exercise of any other right or remedy.
29. MISCELLANEOUS IMPROVEMENTS: Lessor agrees, at Lessor's expense, to
repair roof leak located on the northeast corner of building.
30. SPECIAL CONDITIONS:
(a) Option to Purchase: During the fifteen (15) months of this
Lease, Lessee shall have the option to purchase the Property for the
purchase price (cash price) of ONE MILLION FOUR HUNDRED FIFTY THOUSAND
AND N0/100 DOLLARS ($1,450,000.00). This option can only be exercised
by Lessee by delivering an xxxxxxx money deposit to Lessor in the
amount of ten percent (10%) of the purchase price along with a written
offer to purchase at the above price. Lessor and Lessee agree that the
closing of such sale shall take place within ninety (90) days after
Lessee's exercise of said option.
(b) Right to Expand: During the first year (Year 1) of this
Lease, Lessee shall also be entitled to the right of first refusal to
expand into the contiguous space (approximately 12,500 square feet)
currently occupied by KEMCO, at the same rental rate currently paid by
KEMCO with three percent (3%) annual increases. Such right of first
refusal must be exercised within fourteen (14) days after Lessee
receives notice of Lessor's receipt of an acceptable offer to lease
such space.
(c) Lessor agrees, at Lessor's expense, to paint the exterior
of the entire building (color to be mutually agreed upon by Lessor and
Lessee) within sixty (60) days after the Commencement Date of the
Lease.
31. ENTIRE AGREEMENT: This Lease contains all of the agreements,
covenants and conditions between the parties hereto with respect to the subject
matter hereof and may not be altered or modified orally or in any other manner,
except by an agreement in writing signed by all of the parties hereto, or by
their respective successors in interest. The covenants and agreements herein
contained shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, personal representatives, successors and
assigns. This Lease constitutes a Florida contract and shall be construed
according to the laws of that state. The parties agree that the venue for any
litigation arising hereunder shall be in a Pinellas County Court of competent
jurisdiction.
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IN WITNESS WHEREOF, the parties have caused these presents to be
executed as of the day and year first above written.
WESTERN HEMISPHERE SALES, INC.
f/k/a PIONEER DATA PROCESSING,
INC., a Florida corporation
WITNESSES:
By:
--------------------------------- -----------------------------
Title:
--------------------------------- --------------------------
Date:
---------------------------
"LESSOR"
VERIDIEN CORPORATION, a Delaware
corporation
WITNESSES:
By:
--------------------------------- -----------------------------
Title:
--------------------------------- --------------------------
Date:
---------------------------
"LESSEE"
29
EXHIBIT "A"
OPTION TO RENEW
EXTENSION TERM: June 1, 1997 - May 31, 2002
OPTION YEAR 1:
Monthly rent plus plus sales tax, real estate taxes, building insurance,
and C.A.M.'s. beginning 6/1/97: $ 9,420.00
OPTION YEAR 2:
Monthly rent plus plus sales tax, real estate taxes, building insurance,
and C.A.M.'s. beginning 6/1/98: $ 9,700.00
OPTION YEAR 3:
Monthly rent plus plus sales tax, real estate taxes, building insurance,
and C.A.M.'s. beginning 6/1/99: $ 9,995.00
OPTION YEAR 4:
Monthly rent plus plus sales tax, real estate taxes, building insurance,
and C.A.M.'s. beginning 6/1/2000: $10,295.00
OPTION YEAR 5:
Monthly rent plus plus sales tax, real estate taxes, building insurance,
and C.A.M.'s. beginning 6/1/2001: $10,600.00
