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Exhibit 10.7
EAST
POINTE BUSINESS CENTER
LEASE AGREEMENT
THIS LEASE AGREEMENT, made (his this 3rd day of February, 2006,
by and between COMMERCIAL MANAGEMENT ASSOCIATES INC not
individually, but solely as management and
Leasing Agent for EAST POINTE BUSINESS CENTER ( a registered
fictitious name) herein referred to as "Landlord" and View Systems,
Inc. with its principal offices located at 1550 Caton Center Dr.,
S-E, Baltimore, MD 21227 hereinafter referred to as
"Tenant."
WITNESSETH:
1. LEASE PREMISES: Landlord hereby leases to Tenant
and Tenant hereby leases from Landlord the following described
property: Space designated as Suite 7 comprising
approximately 1,299 square feet as shown of Exhibit "A" attached
hereto and made a part hereof, being located at 3740
St. Johns Bluff Road, City of Jacksonville, County of Duval,
State of Florida.
2. TERM: Tenant to have and to hold the above-described
premises for a term commencing on February 1 2006 , and
terminating on January 31 2008 on the terms and conditions as set
forth herein.
If Landlord cannot deliver possession of the premises by the
commencement date noted above, this Lease shall not become void or
voidable, but the commencement date shall be the date of occupancy
or three (3) days after issuance of the certificate of substantial
completion provided by Landlord and Landlord shall not be liable
for any damage or loss, actual or consequential, resulting
therefrom.
3. RENT: Tenant hereby covenants and agrees to pay without
deduction, offset, prior notice or demand, together
with any and all sales and use taxes levied upon the
use and occupancy of the leased premises as set forth in Paragraph
8, during the term hereof, to the Landlord,
in advance beginning on February 1, 2006 and on the
first day of each and every month thereafter, a monthly Base rent
of $1,461,38 1407.25, [initialed], plus
sales tax (presently 7%) in the amount of $102.30
98.51, [initialed] for a total monthly rent of
$1,563.68 $ 1505.76, [initialed].
Rent shall be paid to:
EAST POINT BUSINESS CENTER
c/o Commercial Management Associates Inc.
6220 South Orange Blossom Trail
Suite 163
Orlando, FL 32809
Total monthly rent will be adjusted each year of this Lease in
the manner set forth in Paragraph 4. If Tenant's possession
commences on other than the first day of the month, Tenant
shall occupy the leased premises under the terms,
conditions and provisions of this Lease and the rental for one full
calendar month plus the pro rata portion of the monthly rent for
said month shall be paid upon the execution of this lease and the
term of the Lease shall commence on the first day of the month
following that in which possession is given.
Tenant also covenants and agrees to pay a Late Payment Penalty
of five percent (5%) of the amount due for any payment of monthly
rent not received by Landlord on or before the 5 th day
of each month. For any other payment due Landlord pursuant to the
terms and provisions hereof, all monies received after ten (10)
days from the date of demand, may be assessed an additional five
(5%) percent charge as a late payment penalty. Acceptance by
Landlord of a rental payment in an amount less than that which is
currently due, including any late charges due thereon, shall in no
way affect Landlord’s rights under this lease and in no way
be an accord and satisfaction. Time is of the essence in this
Lease.
4. RENT ADJUSTMENT: The base rent for each 12-month period
subsequent to the prior 12 month period occurring during the term
of this Lease shall be increased by an amount computed by
multiplying the prior year's Base Rent by the greater of the
following: Four (4%) percent. (b) The increase in
the Consumer Price Index, United States City Average for the Urban
Wage Earners and Clerical Workers ( 1982-84
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equals 100). the Consumer Price Index is abolished or
discontinue then thereafter the computation of the applicable
charge shall accomplished by the method of computing the purchasing
value of the dollar which is established and published
as a substitute for said Consumer Price Index, or, if
there is no substitute, then by the most compatible available
method of computing the purchasing value of the dollar.
[initialed] The Landlord shall notify the Tenant of the
adjusted base rent in writing. The Tenant agrees to pay the
adjusted base rent monthly, together with any applicable taxes as
set forth in Paragraph 3, on the first day of each month for the
following 12 month period.
5. OPERATING EXPENSES AND REAL ESTATE TAX STOP:
(a) Effective with the calendar year 2006 and
continuing for each calendar year thereafter , Tenant shall pay, as
additional rent its proportionate share (proportional share shall
be Tenant's leased area divided by the building's total area of
square feet, which is 37,465 square feet) of operating expenses,
real estate taxes and property insurance that exceed $ 2.90 per
square foot. Landlord shall notify Tenant in writing as soon
as possible after the end of the calendar year of any increase and
Tenant shall remit payment in a lump sum within fifteen (15)
days after receipt of the notice. The term ''operating
expense'' is defined as all expenses and insurance premiums
incurred by Landlord in connection with providing the services of
the Landlord described in Paragraph 12 below.
(b) At Landlord option, Landlord may make a good faith estimate
or the excess operating expenses for each upcoming calendar year
and upon thirty (30) days written notice to Tenant may require the
monthly payment of additional rental adjusted in accordance with
such estimate. The amount of such estimated excess shall be payable
in equal monthly installments over the remaining months of the
calendar year after notice of such estimate is delivered to Tenant.
Any amounts paid based on such an estimate shall be subject to
adjustments pursuant to Paragraph (c) when actual operating
expenses are available for each year.
(c) By April l of each year during Tenant's occupancy or as soon
thereafter as practical Landlord shall furnish to Tenant a
statement of Landlord's actual operating expenses for the previous
calendar year. If for any calendar year additional rent collected
for the prior year as a result of Landlord's estimate of operating
expenses, is in excess of the additional rent actually due during
such prior year, then Landlord shall refund to Tenant any
overpayment (or at Landlord's option apply such amount against
rentals due or to become due hereunder).
Likewise, Tenant shall pay to Landlords within ten (10)
days, any underpayment with respect to the
prior year.
6. SECURITY: Tenant has deposited with Landlord the sum of $
1,563.68 as security for the faithful performance and observance by
Tenant of the terms provisions and conditions of this Lease; it is
agreed that in the event Tenant defaults in respect of any of the
terms, provisions and conditions of this Lease, including but not
limited to the payment of rent and additional rent. Landlord may
use, apply or retain the whole or any part of security so deposited
to the extent required for the payment of any rent and additional
rent or any other sum as to which Tenant is in default or for any
sum which Landlord may expend or may be required to expend by
reason of Tenant's default in respect of any of the terms covenants
and conditions of this Lease, including but not limited to any
damages or deficiency in the reletting of the leased premises,
whether such damages or deficiency acceded before or after summary
proceedings or other re-entry by Landlord. In the event that Tenant
shall fully and faithfully comply with all of the terms, provisions
covenants and conditions of this Lease. The security shall be
returned to Tenant without interest. After the date fixed as the
end of the Lease and after delivery of entire possession of the
leased premises to Landlord. In the event of a sale of the land and
building of which the leased premises form a part, hereinafter
referred to as the buildings or leasing of the building. Landlord
shall have the right to transfer the security to the vendee or
tenant and Landlord shall thereupon be released by Tenant from all
liability for the return of said security; and it is agreed that
the provisions hereof shall apply to every transfer or assignment
made of the security to a new Landlord. Tenant further covenants
that it will not assign or encumber or attempt to assign or
encumber the monies deposited herein as security and that neither
Landlord nor its successors or assigns shall be bound by any such
assignment, encumbrance, attempted assignment or attempted
encumbrance.
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In the event of any bankruptcy or other proceeding against or by
Tenant under Paragraph 23 herein, it is agreed that all such
security deposit held hereunder shall be deemed to be applied first
to rent and other charges first due to Landlord for all periods
prior to the filing of any such proceedings.
7. NOTICES: For purpose of notice or demand the respective
parties shall be served by certified or registered mail, return
receipt requested. Addressed to the Tenant or to the Landlord at
their respective office addresses as follows:
Tenant:
Landlord:
View Systems Inc.
EAST POINTE BUSINESS CENTER
3740 St. Johns Bluff Road
c/o Commercial Management Associates Inc.
Suite 7
6220 South Orange Blossom Trial, Suite 163
Jacksonville FL 32224
Orlando. FL 32809
8. SALES AND USE TAX: Tenant hereby covenants and agrees to pay
monthly to the Landlord any sales, use or other tax, excluding
State and/or Federal Income Tax now or hereafter imposed upon any
and all rents or other sum due and payable hereunder by the United
States of America the state or any political subdivisions thereof
notwithstanding the fact that such statute ordinance or enactment
imposing the same may endeavor to impose the tax on the
Landlord.
9. USE AND POSSESSION: It is understood that the leased premises
are to be used only for general office purposes and only for the
following specific uses:
General Office
No other use whatsoever except as described above shall be
permitted without the prior written consent of Landlord. In the
event Tenant uses the leased premises for purposes not expressly
permitted herein Landlord may terminate this lease or without
notice to Tenant restrain said improper use by injunction. Tenant
shall not use the leased premises for any unlawful purpose or so as
to constitute a nuisance. The Landlord covenants and agrees to have
the leased premises completed and ready for possession on or before
the commencement date barring strikes insurrections. Acts of God
and other casualties or unforeseen events beyond the control of the
Landlord. Tenant agrees to accept possession of said lease premises
upon notice by Landlord of completion and satisfactory inspection
by Tenant which shall not be unreasonably withheld. However Tenant
shall have no obligation to accept possession prior to commencement
date of this Lease. The Tenants at the expiration of the term shall
deliver up the leased premises in good repair and condition
ordinary wear and tear excepted.
10. ORDINANCES AND REGULATIONS
(a) Tenant hereby covenants and agrees to comply with all the
rules and regulations of the Board of Fire Underwriters Officers or
Boards of the City, County and State having jurisdiction over the
leased premises, and with all ordinances and regulations of
governmental authorities wherein the leased premises are located at
Tenant's sole cost and expense, but only in so far as any of such
rules, ordinances and regulations pertain to the manner in which
the Tenant shall use the leased premises; the obligation to comply
in every other case and also all cases where such rules regulations
and ordinances require repairs alterations changes or
additions to the building (including the leased premises, but not
caused by Tenant's use thereof or building equipment, or any part
of either being hereby expressly assumed by Landlord, and Landlord
covenants and agrees to comply with all such rules, regulations and
ordinances with which Tenant has not herein expressly agreed to
comply. Tenant hereby agrees to cooperate with Landlord in all
respects and to comply with the above.
(b) Tenant agrees to be bound by the rules and regulations set
forth on the schedule attached hereto as Exhibit ''C'' initialed by
the parties and made a part thereof.
Landlord shall have the right from time to time to issue
additional or amended rules and regulations regarding the use of
the lease premises; When so issued the same shall be considered a
part of this Lease
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and Tenant covenants that said additional or amended rules and
regulations shall likewise be faithfully observed by Tenant and the
employees, agents, officers servants, patrons, licensees, visitors
and invitees of Tenant provided that said additional or amended
rules are made applicable to at least a majority on a square foot
basis) of all tenants in the building.
Any failure of Tenant to abide by the aforesaid rules and
regulations shall constitute a default under this Lease.
11. SIGNS: The Tenant will not place any signs. Advertising
matter or material on the exterior or on the interior where
possible to be seen from the exterior of the leased premises or of
the building in which the leased premises are located. Any
lettering or signs placed on the interior of said building shall be
for directional proposes only, and such signs and lettering shall
be of a type, kind character and description to be approved in
writing by the Landlord.
12. SERVICES:
A. Landlord covenants and agrees to furnish the following
services:
(a) sewer and water;
(b) landscape maintenance;
(c) removal of trash;
(d) maintenance of the exterior of the building (roof) exterior
wails and walks and exterior building signs); (e) maintain and keep
clean all common areas of the site outside the building, including
grounds. landscaping drives parking and service court;
(f) area maintenance charge due from Landlord for Common
Maintenance
Fees;
(g) property management.
B. Tenant shall, at its sole expense, be responsible for and
furnish:
(a) janitorial service;
(b) electricity
(c) maintenance and repair of the leased premises heating and
air conditioning equipment (including but not limited to
replacement of parts compressions air handling units), plumbing and
plumbing fixtures lights and lighting fixtures, doors (exterior and
interior) and all other improvements located on the leased premises
except those repairs expressly required to be made by the
Landlord.
Landlord. however shall not be liable for failure to furnish any
of the foregoing when such failure is caused by conditions beyond
the control of Landlord or by accidents repairs or strikes or
otherwise, nor shall landlord be liable tender any circumstances
for loss of or injury to person or property, however occurring,
through or in connection with or incidental to the furnishing of
any of the foregoing services.
13. MAINTENANCE. ALTERATIONS. MECHANIC'S LIENS:
(a) The Landlord agrees to keep in good repair the roof
foundations and exterior walls of the building on the premises and
underground utility and sewer pipes outside of the exterior walls
of said building; provided, however the Landlord shall not be
responsible for the repair of any glass and exterior doors and any
and all repairs rendered necessary by the negligence of Tenant its
agents, employees, or invitees. Landlord gives to Tenant exclusive
control of premises and shall be under no obligation to inspect
said premises. Tenant shall promptly report in writing to Landlord
any defective condition known to it which Landlord is required to
repair and failure to so report such defects shall make Tenant
responsible to Landlord for any liability incurred by Landlord by
reason of such defects.
(b) Tenant accepts the leased premises in their present
condition and as suited for the uses intended by Tenant. Tenant
shall. throughout the initial term of this Lease and all renewals
thereof at its expense. maintain in good order and repair the
leased premises including the building. heating and air
conditioning
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equipment (including but not limited to replacement of parts,
compressors, air handling units and heating units and changing of
filters) plumbing lines and fixtures the replacement of light bulbs
and fixtures and other improvements located thereon except those
repairs expressly required to be made by Landlord. Tenant shall
furnish evidence to Landlord that Tenant has in effect at all times
a service agreement with a reputable heating and air conditioning
service company for periodic maintenance on the heating and air
conditioning system including but not limited to changing of
filters and preventive maintenance.
In the event Tenant fails to make said repairs, then Landlord
may, but shall not be obligated to make such repairs in which event
Tenant shall promptly reimburse Landlord for all expenses incurred
thereby. Tenant agrees to return said premises to Landlord at the
expiration or prior termination or this Lease in as good condition
and repair as when first received natural wear and tear damage by
storm fire lightning earthquake or other casualty alone
excepted.
Aside from the aforesaid repairs Tenant shall not make any
alterations additions or improvements to the premises without the
prior written consent of Landlord.
(c) Tenant shall make no changes in or to the leased premises of
any nature without Landlord's prior written consent. Subject to the
prior written consent of Landlord and to the provisions of this
paragraph, Tenant, at Tenant's expense and for Tenant's benefit may
make alterations installations additions or improvements which are
nonstructural and which do not affect utility services or plumbing
and electrical lines in or to the interior of the leased premises
by using contractors or mechanics first approved by Landlord. AIl
fixtures and all paneling partitions railing and like
installations, installed in the leased premises at any time, either
by tenant or by Landlord in tenant's behalf shall become the
property of landlord and shall remain upon and be surrendered with
the leased premises. Nothing in this paragraph shall be construed
to prevent Tenant's removal of trade fixtures but upon removal of
any such trade fixtures from the leased premises or upon removal of
other installations as may be required by Landlord Tenant shall
immediately and at its expense. repair and restore the leased
premises to the condition existing prior to installation and repair
any damage to the leased premises or the building due to such
removal. All property permitted or required to be removed by Tenant
at the end of the term remaining in the leased premises after
Tenant's removal shall be deemed abandoned and may, at the election
of Landlord either be retained as Landlord's property or may be
removed from the leased premises by Landlord at Tenant's expense.
Tenant shall before making any alterations additions installations
or improvements at its expense, obtain all permits approvals and
certificates required by any governmental or quasi-governmental
bodies and (upon completion) certificates of final approval thereof
and shall deliver promptly duplicates of all such permits approvals
and certificates to Landlord and Tenant agrees to carry Workmen's
compensation general liability, Personal and Property Damage
Insurance as Landlord may require. Tenant agrees to obtain and
deliver to Landlord written and unconditional waivers of mechanic's
liens filed in contravention of this agreement upon the interest of
Landlord for all work, labor and services to be performed and
materials to be furnished in connection with such work, signed by
all contractors sub-contractors, materialmen and laborers to become
involved in
such work. Nothing herein shall be construed to give Tenant or
any contractor, sub-contractor, materialmen or laborer any right to
a mechanic's lien upon Landlord's interest in the real property.
Notwithstanding the foregoing, if any mechanic's lien is filed
against the leased premises or the building for work claimed to
have been done for, or materials furnished to Tenant, whether or
not done pursuant to this paragraph. The salve shall be discharged
by Tenant within ten (10) days thereafter at Tenant's
expense. by transferring the lien to security pursuant to Florida
Statute 71 3.24 or other applicable provisions of the Florida
Mechanic's Lien Law.
14. OUIET ENJOYMENT: Subject to the provisions of Paragraph 20
hereof, the Landlord covenants and agrees that Tenant on paying
said monthly rent and performing the covenants and conditions
herein, shall and may peaceably and quietly hold and enjoy the
leased premises for the term aforesaid.
15. LANDLORD'S RIGHT TO INSPECT AND DISPLAY: The Landlord shall
have the right at reasonable times during the term of this Lease to
enter the leased premises for the purpose of examining or
inspecting same and of making such repairs or alterations therein
as the Landlord shall deem necessary. The Landlord shall also have
the right to enter the leased premises at all reasonable hours for
the purpose of displaying said leased premises to prospective
tenants within ninety (90) days prior to the termination of
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this Lease or at any reasonable time for the purpose of showing
the leased trellises to a prospective buyer of the building. If
during the last month of the term Tenant shall have removed all or
substantially all of Tenant's property, Landlord may immediately
enter the leased premises and prepare them for any future Tenant.
Furthermore, the Landlord may allow such future Tenant to occupy
the leased premises. These ants shall have no effect upon the
Tenant's obligation under this Lease and Tenant shall be entitled
to no abatement or diminution of rent as a result thereof except
that in the event such future Tenant makes any payment for the
period up until the expiration of this Lease. Tenant shall be
entitled to a credit to the extent of such payment.
16. DAMAGE OR DESTRUCTION:
(a) If by fire or other casualty the leased premises are totally
destroyed or the building is partially damaged or destroyed to the
extent of seventy-five percent (75%) or more of the replacement
cost thereof even though the leased premises may not be damaged
Landlord shall have the option of terminating this Lease or any
renewal thereof by serving written notice upon the Tenant within
thirty (30) days from the date of the casualty and any prepaid rent
shall be prorated as of time of destruction and unearned rent
refunded without interest.
(b) If by fire or other casualty the leased trellises are
damaged or partially destroyed to the extent of twenty-live percent
(25%) or more of the replacement cost thereof and the provisions of
(a) above are not applicable then (1 ) if the unexpired term of the
Lease is less than one year, excluding any unexercised renewal
option , Landlord may either terminate this Lease by serving
written notice upon Tenant within ten ( l 0) days of the date of
destruction or Landlord shall restore the leased premises or (2) if
the unexpired term of the Lease is snore than one year, including
any exercised renewal option. Landlord shall restore the leased
premises.
(c) lf by fire or other casualty the leased premises are damaged
or p
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