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 partially destroyed
to
