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Exhibit
10.12
LEASE AGREEMENT
DATED: 2/22/07
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| LANDLORD: |
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117 th Investors, LLC, a |
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Kansas
Limited Liability |
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Company |
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| TENANT: |
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ICOP
Digital, Inc. a Colorado |
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corportation |
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| PREMISES: |
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15028 W.
117 th Street |
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Olathe,
Kansas |
ICOP Digital Lease
2/16/07
Page 1
INDUSTRIAL REAL ESTATE
LEASE
This following are the Basic
Terms of this Lease between the Landlord and Tenant named below.
Other Sections and Paragraphs of the Lease referred to in the Basic
Terms explain and define the Basic Terms and are to be read in
conjunction with the Basic Terms.
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1.
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Date of
Lease: |
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2/22/07 |
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2.
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Landlord: |
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117
th
Investors, LLC a Kansas
limited liability company |
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Address of
Landlord: 11401 Strang Line
Road |
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Lenexa, KS 66215
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3.
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Tenant: |
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ICOP
Digital, Inc. a Colorado corporation |
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Address of Tenant:
15028 W. 117 th Street
Olathe, Kansas
66062
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4.
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Leased
Premises: |
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The
Premises, or Leased Premises, is located at 15028 W. 117
th
Street, Olathe Kansas, and
consists of approximately 4,600 square feet, in Landlord’s
development which is located at W. 117th and Blackbob Road, Olathe,
Johnson County, Kansas, as legally described in Exhibit
“A” (the “Property”). The Property includes
the land, the buildings and all other improvements located on the
land, and the common areas described in this Lease. |
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5.
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Lease
Term: |
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Three (3)
years and two (2) months beginning May 1, 2007 or such other date
as is specified in this Lease, and ending on June 30,
2010. |
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6.
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Permitted
Uses: |
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Tenant may use the Premises for only the
following permitted use:
Office/Warehouse.
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7.
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Tenant’s Guarantor: |
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N/A |
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8.
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Brokers: |
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Landlord’s Broker: None
Tenant’s Broker: Fishman &
Company
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9.
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Commission Payable: |
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to
Landlord’s Broker
$
-0- |
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to
Tenant’s Broker:
$
3,714.49 |
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10.
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Initial Security Deposit: $3,258.33 |
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11.
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Vehicle Parking Spaces Allocated to Tenant: 12
non-preferential |
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12.
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Rent and Other Charges Payable by Tenant: |
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a. BASE RENT:
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Three
Thousand Two Hundred Fifty Eight 33/100 Dollars ($3,258.33) per
month, as provided in this Lease. |
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b. Other PERIODIC
PAYMENTS:
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(i)
Utilities, (ii) Tenant’s Initial Pro Rata Share of Common
Area Expenses 29.8%, (iii) Tenant’s Share of Insurance
Premiums and Property Taxes, (iv) Maintenance, Repairs and
Alterations, as set out in this Lease. |
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c. Estimate of COSTS:
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$920.00
monthly (The foregoing is an estimate only) |
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| 13. |
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Exhibits: |
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The
following Exhibits are attached to and made a part of this
Lease: |
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Exhibit A
- Legal Description |
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Exhibit B
- Site Plan |
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Exhibit C
- Rules and Regulations |
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Exhibit D
- Tenant Finish |
14. Lease of Premises For
Lease Term. Landlord leases the Premises to Tenant and Tenant
leases the Premises from Landlord for the Lease Term. The Lease
Term is for the period stated above and shall begin and end on the
dates specified above. The “Commencement Date” shall be
the date specified above for the beginning of the Lease Term,
unless advanced or delayed under any provisions of this
Lease.
15. Delay In
Commencement. Landlord’s non-delivery of the Premises to
Tenant on the Commencement Date shall not affect this Lease or the
obligations of Tenant under this Lease except that the Commencement
Date shall be delayed until Landlord delivers possession of the
Premises to Tenant and the Lease Term shall be extended equal to
the delay in delivery of the Premises to Tenant, plus the number of
days necessary to end the Lease Term on the last day of a month. If
Landlord does not deliver possession of the Premises to Tenant
within thirty (30) days after the Commencement Date, Tenant
may elect to cancel this Lease by giving written notice to Landlord
within ten (10) days after the thirty (30) -day period
ends. If Tenant gives such notice, the Lease shall be canceled and
neither Landlord nor Tenant shall have any further obligations to
the other. If Tenant does not give such notice, Tenant’s
right to cancel the Lease shall expire and the Lease Term shall
commence upon the delivery of possession of the Premises to
Tenant.
ICOP Digital Lease
2/16/07
Page 2
16. Early Occupancy.
If Tenant occupies the Premises prior to the Commencement Date,
Tenant’s occupancy of the Premises shall be subject to all of
the provisions of this Lease. Early occupancy of the Premises shall
not advance the expiration date of this Lease. Tenant shall pay
Base Rent and all other charges specified in this Lease beginning
on the Commencement Date.
17. Holding Over.
Tenant shall vacate the Premises upon the expiration or earlier
termination of this Lease. Tenant shall reimburse Landlord for and
indemnify Landlord against all damages, which Landlord incurs from
Tenant’s delay in vacating the Premises. If Tenant does not
vacate the Premises upon the expiration or earlier termination of
the Lease and Landlord thereafter accepts rent from Tenant,
Tenant’s occupancy of the Premises shall be a
“month-to-month” tenancy, subject to all of the terms
of this Lease applicable to a month-to-month tenancy, except that
the Base Rent then in effect shall be increased by fifty percent
(50%).
18. Time and Manner of
Payment. Upon execution of this Lease, Tenant shall pay
Landlord the Base Rent in the amount stated above for the first
month of the Lease Term. On the first day of the second month of
the Lease Term and each month thereafter, Tenant shall pay Landlord
the Base Rent, in advance, without demand, deduction, abatement or
off-set except as expressly provided herein. The Base Rent shall be
payable at Landlord’s Agent’s address:
117 th Investors, LLC
11401 Strang Line
Road
Lenexa, KS 66215
or at such other place as Landlord may
designate in writing.
19. Security Deposit
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a. Upon the execution of this
Lease, Tenant shall deposit with Landlord a cash Security Deposit
in the amount set forth above. Landlord may apply all or part of
the Security Deposit to any unpaid rent or other charges due from
Tenant or to cure any other defaults of Tenant. No interest shall
be paid on the Security Deposit.
20. Termination /Advance
Payments. Upon termination of this Lease as a result of damage
or destruction of the Property or condemnation, as set forth
herein, or any other termination not resulting from Tenant’s
default, and after Tenant has vacated the Premises, in the manner
required by this Lease, Landlord shall refund or credit to Tenant
(or Tenant’s successor) the unused portion of the Security
Deposit, any advance rent or other advance payments made by Tenant
to Landlord, and any amounts paid for real property taxes and other
reserves which apply to any time periods after termination of the
Lease.
21. Additional Rent.
All other sums and charges required to be paid by Tenant to
Landlord pursuant to the terms of this Lease (including, without
limitation, all payments set forth below entitled
“Additional Rent”) constitute additional rent
and failure by Tenant to timely pay such other sums or charges may
be treated by Landlord as a failure by Tenant to pay Base Rent.
Unless this Lease provides otherwise, Tenant shall pay all
Additional Rent then due with the next monthly Installment of Base
Rent. The term “rent” shall mean Base Rent and
Additional Rent.
22. Property
Taxes.
a. Real Property
Taxes. Tenant covenants and agrees to pay to Landlord, as
additional rent, its proportionate share of all Real Estate Taxes,
including any and all present and future general and special
assessments and all other taxes and assessments and governmental
charges, whether federal, state, county or municipal, levied or
assessed against the Leased Premises and the Property (excluding
federal and state income taxes).
b. Definition of
“Real Property Tax”. “Real Property
Tax” means: (I) any fee, license fee, license tax,
business license fee, commercial rental tax, levy, charge,
assessment, penalty or tax imposed by any taxing authority against
the Property; (ii) any tax on the Landlord’s right to
receive, or the receipt of, rent or income from the Property or
against Landlord’s business of leasing the Property;
(iii) any tax or charge for fire protection, streets,
sidewalks, road maintenance, refuse or other services provided to
the Property by any governmental agency; (iv) any tax imposed
upon this transaction or based upon a re-assessment of the
Property; and (v) any charge or fee replacing any tax
previously included within the definition of real property tax.
“Real property tax” does not, however, include
Landlord’s federal or state income, franchise, inheritance or
estate taxes.
c. Personal Property
Taxes. Tenant shall pay all taxes charged against trade
fixtures, furnishings, equipment or any other personal property
belonging to Tenant. Tenant shall try to have personal property
taxed separately from the Property. If any of Tenant’s
personal property is taxed with the Property, Tenant shall
immediately pay Landlord the taxes for Tenant’s personal
property.
23. Utilities. Tenant
shall pay, directly to the appropriate supplier, the cost of all
heat, light, power, telephone, water and other utilities and
services supplied to the Property. However, if any services or
utilities are jointly metered with, Landlord shall make a
reasonable determination of Tenant’s proportionate share of
the cost of such utilities and services and Tenant shall pay such
share to Landlord within fifteen (15) days after receipt of
Landlord’s written statement.
ICOP Digital Lease
2/16/07
Page 3
24. Insurance
Policies.
a. Liability
Insurance. During the Lease Term, Tenant shall maintain a
policy of commercial general liability insurance (sometimes known
as broad form comprehensive general liability insurance) insuring
Tenant against liability for bodily injury, property damage
(including loss of use of property) and personal injury arising out
of the operation, use or occupancy of the Property. Tenant shall
name Landlord as an additional insured under such policy. The
initial amount of such insurance shall be ONE MILLION DOLLARS
($1,000,000) per occurrence and shall be subject to periodic
increase based upon inflation, increased liability awards,
recommendation of Landlord’s professional insurance advisers
and other relevant factors. The liability insurance obtained by
Tenant under this Section shall be primary and non-contributing.
The amount and coverage of such insurance shall not limit
Tenant’s liability nor relieve Tenant of any other obligation
under this Lease.
b. Property and Rental
Income Insurance. During the Lease Term, Landlord shall
maintain policies of insurance covering loss of or damage to the
Property in the full amount of its replacement value. Such policy
shall contain an Inflation Guard Endorsement and shall provide
protection against all perils included within the classification of
fire, extended coverage, vandalism, malicious mischief, special
extended perils (all risk), sprinkler leakage and any other perils,
which Landlord deems reasonably necessary. Landlord shall have the
right to obtain flood and earthquake insurance if required by any
lender holding a security interest in the Property. Landlord shall
not obtain insurance for Tenant’s fixtures or equipment or
building improvements installed by Tenant on the Property. During
the Lease Term, Landlord may also maintain a rental Income
insurance policy, with loss payable to Landlord, in an amount equal
to one year’s Base Rent, plus estimated real property taxes
and insurance premiums. Tenant shall not do or permit anything to
be done which invalidates any such insurance policies. The costs of
said insurance shall be paid pursuant to
Section 26.
c. General Insurance
Provisions.
i. Any insurance, which
Tenant is required to maintain under this Lease, shall include a
provision which requires the insurance carrier to give Landlord not
less than thirty (30) days’ written notice prior to any
cancellation or modification of such coverage.
ii. If Tenant fails to
deliver any policy, certificate or renewal to Landlord required
under this Lease within the prescribed time period or if any such
policy is canceled or modified during the Lease Term without
Landlord’s consent, Landlord may obtain such insurance, in
which case Tenant shall reimburse Landlord for the cost of such
insurance within fifteen (15) days after receipt of a
statement that indicates the cost of such insurance.
iii. Tenant shall maintain
all insurance required under this Lease with companies holding a
“General Policy Rating” of A-12 or better, as set forth
in the most current issue of “Best Key Rating Guide”.
Landlord makes no representation as to the adequacy of such
insurance to protect Landlord’s or Tenant’s interests.
Therefore, Tenant shall obtain any such additional property or
liability insurance, which Tenant deems necessary to protect
Landlord and Tenant.
25. Common Areas; Use and
Maintenance.
a. Common Areas. As
used in this Lease, “Common Areas” shall mean all areas
within the Property which are available for the common use of
tenants of the Property and which are not leased or held for the
exclusive use of Tenant or other tenants, including, but not
limited to, parking areas, driveways, sidewalks, loading areas,
access roads, corridors, landscaping and planted areas. It is
agreed that upon written notice Landlord reserves the right, at any
time, to change the arrangement, layout and/or size of the Common
Area, to make alterations, on or in the Common Area or the parking
lots, and/or revise and develop the same, as Landlord shall
determine, provided proper access to the Leased Premises is
maintained.
b. Use of Common
Areas. Tenant shall have the nonexclusive right (in common with
other tenants and all others to whom Landlord has granted or may
grant such rights) to use the Common Areas for the purposes
intended, subject to such rules and regulations. At any time,
Landlord may close any Common Areas to perform maintenance and
repair, in Landlord’s Judgment, are necessary to improve the
Property. Tenant shall not interfere with the rights of Landlord,
other tenants or any other person entitled to use the Common
Areas.
c. Specific Provision
Regarding Vehicle Parking. Tenant’s parking shall not be
reserved and shall be limited to the number set forth in this
Lease, and to vehicles no larger than standard size automobiles or
pickup utility vehicles. Tenant shall not cause large trucks or
other large vehicles to be parked within the Property. Temporary
parking of delivery vehicles in the Property may be permitted by
the rules and regulations established by Landlord. Vehicles shall
be parked only in striped parking spaces and not in driveways,
loading areas or other locations not specifically designated for
parking.
d. Maintenance of Common
Areas. Landlord shall maintain the Common Areas and operate the
Property, in Landlord’s reasonable, discretion, as a multi
tenant office commercial property development Tenant shall pay
Tenant’s pro rata share (as determined below) of all costs
incurred by Landlord for the operation and maintenance of the
Common Areas. “Common Area Costs” include, but are not
limited to, costs and expenses for the following: gardening and
landscaping; utilities, water and sewage charges; premiums for
liability, property damage, fire and other types of casualty
insurance on the Common Areas and worker’s compensation
insurance; all property taxes and assessments levied on or
attributable to the Common Areas and all Common Area improvements;
fees for required licenses and permits; repairing, resurfacing,
repaving, capping, maintaining, painting, lighting, cleaning,
refuse removal, snow removal, security and similar items; and a
reasonable allowance to Landlord for Landlord’s supervision
of the Common Areas (not to exceed five percent (5%) of the
gross rents of the Property for the calendar year). Landlord may
cause any or all of such services to be provided by third parties
and the cost of such services shall be included in Common Area
Costs. Common Area Costs shall not include depreciation of real
property, which forms part of the Common Areas.
ICOP Digital Lease
2/16/07
Page 4
26. Tenant’s Share
and Payment of Common Area Costs, Taxes and Insurance Costs.
Tenant shall pay Tenant’s annual pro rata share of all Common
Area Costs, Insurance Costs and Real Property Taxes
(“Costs”) upon written notice from Landlord that such
costs are due and payable. Tenant’s pro rata share of Costs
shall be calculated by dividing the square foot area of the Leased
Premises, as set forth in this Lease, by the aggregate square foot
area of the Property. Tenant’s Initial Pro Rata Share is set
out above. Any changes in the Costs during the Lease Term shall be
effective on the first day of the month after such change occurs.
Landlord may, at Landlord’s election, estimate in advance and
charge to Tenant all Costs for which Tenant is liable under this
Lease. At Landlord’s election, such statements of estimated
Costs shall be delivered monthly or quarterly. Within sixty
(60) days after the end of each calendar year of the Lease
Term, Landlord shall deliver to Tenant a statement prepared in
accordance with generally accepted accounting principles setting
forth, in reasonable detail, the Costs paid or incurred by Landlord
during the preceding calendar year and Tenant’s pro rata
share. Upon receipt of such statement, there shall be an adjustment
between Landlord and Tenant, with payment to or credit given by
Landlord (as the case may be) so that Landlord shall receive the
entire amount of Tenant’s share of such costs and expenses
for such period. Landlord shall maintain books of account, which
shall be open to Tenant, so Tenant can determine that the Costs
have been paid or calculated in accordance with the requirements of
this Lease.
27. Late Charges. If
Landlord does not receive any rent payment within ten
(10) days after it becomes due, Tenant shall pay Landlord a
late charge equal to one and one half percent per month of the
amount due. Acceptance of such Late Charge by Landlord shall not
constitute a waiver of Tenant’s default with respect to any
such past due amounts, nor prevent Landlord from exercising any
other rights and remedies granted to Landlord under this Lease or
at law or in equity. Such Late Charge shall constitute additional
rental payable by Tenant under this Lease and is in addition to,
and separate from, the Base Rent, and other charges payable under
this Lease by Tenant.
28. Interest on Past Due
Obligations. In addition to any late charges, any amount owed
by Tenant to Landlord which is not paid when due shall bear
interest at the rate of fifteen percent (15%) per annum from
the due date of such amount. However, interest shall not be payable
on late charges to be paid by Tenant under this Lease.
29. Manner of Use.
Tenant shall not cause or permit the Leased Premises to be used in
any way, which constitutes a violation of any law, ordinance, or
governmental regulation, or order, which annoys or interferes with
the rights of tenants of the Property, or which constitutes a
nuisance or waste. Tenant shall obtain and pay for all permits,
including a Certificate of Occupancy, required for Tenant’s
occupancy of the Leased Premises and shall promptly take all
actions necessary to comply with all presently applicable statutes,
ordinances, rules, regulations, orders and requirements regulating
the use by Tenant of the Leased Premises, including the
Occupational Safety and Health Act rules (Governmental Rules and
Regulations) and any Governmental Rules and Regulations promulgated
in the future which apply to this Lease.
30. Hazardous
Materials. As used in this Lease, the term “Hazardous
Material” means any flammable items, explosives, radioactive
materials, hazardous or toxic substances, material or waste or
related materials, including any substances defined as or included
in the definition of “hazardous substances”,
“hazardous wastes”, “hazardous materials”
or “toxic substances” now or subsequently regulated
under any applicable federal, state or local laws or regulations,
including without limitation petroleum-based products, paints,
solvents, lead, cyanide, DDT, printing inks, acids, pesticides,
ammonia compounds and other chemical products, asbestos, PBCs and
similar compounds and including any different products and
materials which are subsequently found to have adverse effects on
the environment or the health and safety of persons. Tenant shall
not cause or permit any Hazardous Material to be generated,
produced, brought upon, released, used, stored, treated or disposed
of in or about the Property by Tenant, its agents, employees,
contractors, sublessees or invitees without the prior written
consent of Landlord. Landlord shall be entitled to, take into
account such other factors or facts as Landlord may reasonably
determine to be relevant in determining whether to grant or
withhold consent to Tenant’s proposed activity with respect
to Hazardous Material. In no event, however, shall Landlord be
required to consent to the installation or use of any storage tanks
on the Property. See Rules and Regulations Exhibit C.
31. Signs and
Auctions. Tenant shall not place any signs on the Property
without Landlord’s prior written consent. Tenant shall not
conduct or permit any auctions or sheriff’s sales at the
Property.
32. Indemnity. Tenant
shall indemnify Landlord against and hold Landlord harmless from
any and all costs, claims or liability (including costs and
expenses of defending against all of the aforesaid) arising (or
alleged to arise) arising from: (a) Tenant’s use of the
Property; (b) the conduct of Tenant’s business or
anything else done or permitted by Tenant to be done in or about
the Property, including any contamination of the Property or any
other property resulting from the presence or use of Hazardous
Material caused or permitted by Tenant; (c) any breach or
default in the performance of Tenant’s obligations under this
Lease; (d) any misrepresentation or breach of warranty by
Tenant under this Lease, or (e) other acts or omissions of
Tenant, Tenant shall defend Landlord against any such cost, claim
or liability at Tenant’s expense with counsel selected by
Landlord or, at Landlord’s election, Tenant shall reimburse
Landlord for any legal fees or costs incurred by Landlord in
connection with any such claim. As a material part of the
consideration to Landlord, Tenant assumes all risk of damage to
property or injury to persons in or about the Property arising from
any cause, and Tenant hereby waives all claims in respect thereof
against Landlord, except for any claim arising out of
Landlord’s gross negligence or willful misconduct. As used in
this Section, the term “Tenant” shall include
Tenant’s employees, agents, contractors and invitees, if
applicable.
33. Landlord’s
Access. Landlord or its agents may enter the Leased Premises at
all reasonable times to show the Leased Premises to potential
buyers, investors or tenants or other parties; to inspect and
conduct tests in order to monitor Tenant’s use or compliance
with all applicable environmental laws and all laws governing the
presence and use of Hazardous Material; or for any other purpose
Landlord deems necessary. Landlord shall give Tenant prior notice
of such entry, except in the case of an emergency.
34. Quiet Possession.
If Tenant pays the rent and complies with all other terms of this
Lease, Tenant may occupy and enjoy the Leased Premises for the full
Lease Term, subject to the provisions of this Lease.
ICOP Digital Lease
2/16/07
Page 5
35. Existing
Conditions. Tenant has inspected the Leased Premises and
accepts them in their existing condition, on an “as-is”
basis. Except as provided herein, see attached Exhibit
“D” for improvements to be completed by Landlord prior
to occupancy by tenant. Tenant acknowledges that neither Landlord
nor any agent of Landlord has made any representation as to the
condition of the Property or the suitability of the Property for
Tenant’s intended use.
36. Exemption of Landlord
from Liability. Landlord shall not be liable for any damage or
injury to the person, business (or any loss of income therefrom),
goods, wares, merchandise or other property of Tenant,
Tenant’s employees, invitees, customers or any other person
in or about the Property, whether such damage or injury is caused
by or results from: (a) fire, steam, electricity, water, gas
or rain; (b) the breakage, leakage, obstruction or other
defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures or any other cause;
(c) conditions arising in or about the Property or upon other
portions of the Property, or from other sources or places; or
(d) any act or omission of any other tenant of the Property.
Landlord shall not be liable for any such damage or injury even
though the cause of or the means of repairing such damage or injury
are not accessible to Tenant. The provisions of this Section shall
not, however, exempt Landlord from liability for Landlord’s
gross negligence or willful misconduct.
37. Landlord’s
Obligations. Subject to the provisions of this Lease, and
except for damage caused by any act or omission of Tenant, or
Tenant’s employees, agents, contractors or invitees, Landlord
shall keep the foundation, roof and structural portions of exterior
walls of the improvements on the Property in good order, condition
and repair. However, Landlord shall not be obligated to maintain or
repair windows, doors, plate glass or the surfaces of walls.
Landlord shall not be obligated to make any repairs under this
Section until a reasonable time after receipt of a written notice
from Tenant of the need for such repairs.
38. Tenant’s
Obligations.
a. Tenant shall keep all
portions of the Leased Premises (including internal structural,
nonstructural, interior, systems and equipment) in good order,
condition and repair. If any portion of the Leased Premises or any
system or equipment in the Leased Premises which Tenant is
obligated to repair cannot be fully repaired or restored, Tenant
shall promptly replace such portion of the Leased Premises or
system or equipment in the Leased Premises, if the benefit or
useful life of such replacement extends beyond the Lease Term, the
useful life of such replacement shall be prorated over the
remaining portion of the Lease Term, and Tenant shall be liable
only for that portion of the cost which is applicable to the Lease
Term. Tenant shall maintain a preventive maintenance contract
providing for the regular inspection and maintenance of the heating
and air conditioning system by a licensed heating and air
conditioning contractor twice a year before the heat is turned on
and again before the Air Conditioning is turned on.
b. If Tenant fails to
maintain, repair or replace the Leased Premises as required by this
Lease, Landlord may, upon ten (10) days’ prior notice to
Tenant (except that no notice shall be required in the case of an
emergency), enter the Leased Premises and perform such maintenance
or repair (including replacement, as needed) on behalf of Tenant.
In such case, Tenant shall reimburse Landlord for all costs
incurred in performing such maintenance or repair immediately upon
demand.
c. Tenant shall not suffer
any mechanics’ or materialmen’s lien to be filed
against the Leased Premises or the Property or any part thereof by
reason of work, labor, services, or materials performed or
furnished to Tenant under the Lease. Should any mechanic’s or
materialmen’s lien be filed against the Leased Premises
during this Lease for work or materials claimed to have been
performed or furnished to Tenant, then said mechanic’s or
materialmen’s lien shall be discharged of record by Tenant
within ten (10) days after the filing thereof, at
Tenant’s expense., In the event of Tenant’s failure to
discharge any said lien within the aforesaid period, Landlord, at
its option, may remove said lien. Any amount so paid by Landlord,
including attorneys’ fees, and all expenses in connection
therewith, shall be deemed additional rent payable by Tenant upon
demand.
39. Alterations,
Additions, and Improvements.
a. Tenant shall not make any
alterations, additions, or improvements to the Leased Premises
without Landlord’s prior written consent, except
non-structural alterations which do not exceed five thousand
Dollars ($5,000) and which are not visible from the outside of the
building. All alterations, additions, and improvements shall be
done in a good and workmanlike manner, in conformity with all
applicable laws and regulations,
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