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TRIDENT RESEARCH CENTER LEASE AGREEMENT

Lease Agreement

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Title: TRIDENT RESEARCH CENTER LEASE AGREEMENT
Governing Law: South Carolina     Date: 3/17/2006
Industry: Scientific and Technical Instr.     Sector: Technology

TRIDENT RESEARCH CENTER LEASE AGREEMENT, Parties:
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Exhibit 10.19

 

 

 

 

 

 

STATE OF SOUTH CAROLINA

  

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        TRIDENT RESEARCH CENTER

 

  

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        LEASE AGREEMENT

COUNTY OF CHARLESTON

  

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THIS LEASE AGREEMENT, is made and entered into on this First day of March , 2006, by and between the SOUTH CAROLINA RESEARCH AUTHORITY, a South Carolina public non-profit corporation, (hereinafter referred to as the “Landlord”) and SAFLINK (hereinafter referred to as the “Tenant”).

WITNESSETH

1. Premises : The Landlord hereby leases to the Tenant, and the Tenant hereby leases from the Landlord, the premises of approximately 4,484 rentable square feet (hereinafter referred to as the “Premises”) in Building C at the Trident Research Center, 5300 International Blvd., Charleston, SC 29418 (the “Building”) and being more particularly described in and shown on the floor plan attached hereto as Exhibit “A” and made a part hereof.

TO HAVE AND TO HOLD THE PREMISES upon the terms and conditions hereinafter set forth.

1. Term : The term of this Lease shall be for a period of one (1) year, commencing on February 26, 2006 (the “Commencement Date”), and ending at midnight on February 25, 2007, unless sooner terminated in accordance with the terms hereinafter provided.

2. Possession : If the Tenant accepts possession of the Premises before the Commencement Date specified hereinabove, the term and rental shall commence on such earlier date. If for any reason Landlord does not substantially complete construction of the Premises prior to the Commencement Date, such failure will not affect the validity of this lease, but in such case Tenant shall not be obligated to pay rent until such construction is substantially completed and possession of the Premises is delivered to Tenant. Landlord shall have no liability to Tenant for failure to substantially complete construction prior to any date or dates. Tenant’s occupancy of the Premises shall constitute acceptance of the work performed and completed by Landlord, unless otherwise agreed in writing by the parties.

3. Rent : The Tenant shall pay to the Landlord an total rental for the initial lease term of $98,648.00 (hereinafter referred to as the “Base Rent”), payable in advance, on the first day of each and every calendar month during the term thereof. The first installment shall be in the amount of $9,189.13, for the period of February 26, 2006 through March 31, 2006. The remaining monthly installments shall be in the amount of $8,132.62. All rent payments shall be made to Landlord at its principal office at 1330 Lady Street, Suite 503, Columbia, South Carolina 29201, or at such other place as the Landlord may designate in writing to Tenant. If rental commences on a date other than the first day of the month, rent for the first month shall be prorated and paid on or before date of possession. All rentals due hereunder which are not received by the Landlord by the tenth (10th) day of each month shall be subject to a delinquency charge of one and one-half

 

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(1.5%) percent per month on the unpaid balance, computed from the first day of every month for which rental is due. Said delinquency charge shall be subject to the default provisions herein.

4. Base Rent Adjustment: On the first anniversary of the Commencement Date of this lease, and annually thereafter, the Base Rent payable by Tenant shall be increased in proportion to the percent change in the Consumer Price Index figure, as hereinafter defined, between the most recent Consumer Price Index figure published prior to the Commencement Date, and the most recent Consumer Price Index figure published prior to the particular anniversary date; provided, however, that in no event shall the rent for any month after such anniversary be less than the rent for the month immediately preceding such anniversary. As used herein, the term “Consumer Price Index” shall mean Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average of All Items, l982-l984=l00, or the successor of that Index, as published by the Bureau of Labor Statistics, U.S. Department of Labor. Should Landlord lack sufficient data to make the proper determination on the date of any adjustment, Tenant shall continue to pay the monthly rent payable immediately prior to the adjustment date. As soon as Landlord obtains the necessary data, Landlord shall determine the rent payable from and after such adjustment date and shall notify Tenant of the adjustment in writing via ordinary mail. Should the monthly rent for the period following the adjustment date exceed the amount previously paid by Tenant for that period, Tenant shall forthwith pay the difference to Landlord. Should the Consumer Price Index as above described cease to be published, a reasonably comparable successor index shall be selected by Landlord.

5. Use : The Tenant shall use and occupy the Premises solely for business office purposes and shall comply with all laws, ordinances, orders, or regulations of any lawful authority having jurisdiction over the Premises and the use thereof.

6. Assignment and Subletting : The Tenant shall not, without the prior written consent of the Landlord, such consent not to be unreasonably withheld, assign this Lease or any interest therein, or sublet the Premises or any part thereof, or permit the use of the Premises by any party other than the Tenant. Consent to one assignment or sublease shall not constitute a waiver of this provision with respect to subsequent transactions. Each subtenant or assignee shall be liable to Landlord for all obligations of the Tenant hereunder, but the Tenant shall not be thereby relieved of such obligations.

7. Improvements : The Demised Premises are being provided “as is”. All other improvements, alterations and additions to the Premises desired by Tenant shall be made only at Tenant’s expense, in good and workmanlike manner and in accordance with plans and specifications which have been previously approved in writing by the Landlord. If the improvements, alterations, or additions are to be made by a contractor other than Landlord’s, Landlord reserves the right to approve such contractor, which approval shall not be unreasonably withheld, and to require adequate lien waivers, bonds, permits, licenses and insurance. All improvements and additions made by the Tenant and permanently attached to the Premises, including without limitation all partitions, carpets, lighting fixtures, doors, hardware, shelves, cabinets and ceilings, shall remain in the Premises and shall remain with the Buildings at the expiration or earlier termination of this Lease .

8. Utilities and Services : Landlord shall, during the term hereof, furnish Tenant, without charge: (a) reasonable quantities of water to lavatories, toilets and water fountains in or appurtenant to the Premises; (b) electric power for lighting and small business machines purposes only, such as electric

 

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typewriters and calculators including personal computers and calculators; (c) heat and air conditioning reasonably sufficient to heat or cool the Premises from 8:00 a.m. to 6:00 p.m. on Mondays through Fridays except for legal holidays, and from 8:00 a.m. to 1:00 p.m. on Saturdays, and in conformity with all applicable federal and state regulations; (d) janitorial services, on Monday through Friday, for general care and cleaning of the Premises; and (e) adequate parking space to be provided at no additional cost to Tenant. Landlord shall not be liable for loss or damage arising from failure to provide the foregoing utilities or services as a result of strike, casualty, repairs, or other causes beyond Landlord’s reasonable control. Tenant shall furnish, at its own expense and without damage or threat of damage to the Building or any part of the Building, any other utilities or services required for its use of the Premises, including, but not limited to, telephone service and electric power and connections for electronic data processing equipment and other large business equipment.

9. Maintenance : The Landlord shall, at its own expense, after notice from the Tenant of the need thereof, make any repairs to the Buildings’ structure and concealed systems (plumbing, electrical, heating and air conditioning) within or serving the Premises as may be necessary for safety and occupancy, except that Landlord shall not be required to make, and Tenant shall make, any such repairs made necessary by the act or neglect of Tenant, its agents, employees or visitors. Landlord shall not be liable for loss or damage resulting from any defective condition in or about the Premises unless such loss or damage results from Landlord’s negligent or willful failure to remedy such condition within a reasonable time after Landlord receives notice of or becomes aware of such condition. Except as expressly provided above, Tenant shall, at its own expense, keep and maintain the Premises in good order and repair during the term of this Lease, and shall surrender same to Landlord at the expiration or earlier termination of this Lease in as good condition as they were when received (or subsequently improved or altered), normal wear and tear excepted. Landlord shall have the right to make alterations on or additions and repairs to the Premises, to build additional stories on the Premises, and to build adjacent to or adjoining the Premises; and shall have an easement for construction through the Premises for such alterations, modifications, additions or repairs, provided that said easement shall not unreasonably interfere with Tenant’s right of quiet enjoyment of the Premises.

10. Property of Tenant : Tenant may, and at the expiration or earlier termination hereof, shall, remove all furniture, equipment, and other personal property which Tenant shall have purchased and placed in the Premises; provided that Tenant shall repair any damage to the Premises caused by such removal. All such property shall, during the term thereof, be at the risk of Tenant only, and Landlord shall not be liable for any loss thereof or damage thereto resulting from any cause whatsoever; and each policy of insurance covering such property shall contain a standard waiver of subrogation endorsement. Any such property not removed at the expiration or earlier termination of this Lease shall be deemed abandoned and may be disposed of by the Landlord in any manner whatsoever.

11. Increase In Cost of Services : For purposes of this and other covenants requiring similar proration, it is agreed that the Premises contains 4,484 rentable square feet and total rentable area belonging to Landlord is 178,082 rentable square feet. Tenant’s prorata share is 2.52 %. As used herein, Base Year shall be defined as July 1, 2005 and June 30, 2006 and Comparison Year shall be defined as each year of the lease term after the Base Year. Direct Expenses are defined as those expenses reasonably incurred by Landlord with respect to the maintenance and operation (excluding capital expenses) of the Building, including water and sewer, heating, lighting, power, fuel, labor, supplies, janitor service, insurance and all other items properly

 

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constituting direct operating costs according to standard accounting practices published by the American Institute of Certified Public Accountants.

If the Direct Expenses for any Comparison Year are in excess of the Direct Expenses for the for the Base Year, Tenant shall pay Tenant’s prorata share of such excess as additional rent to Landlord. As soon as possible after the end of the Base Year, Landlord shall provide Tenant with a written statement via ordinary mail of the estimated Direct Expenses for the Comparison Year. Beginning in the thirteenth (13 th ) month of the lease term after the commencement of the Base Year, Tenant shall pay as additional monthly rent an amount equal to one-twelfth (1/12) of Tenant’s prorata share of the estimated increase in Direct Expenses for the Comparison Year. As soon as possible after the end of the Comparison Year, Landlord shall provide Tenant by ordinary mail with a written statement of actual Direct Expenses. Any overpayments shall be credited against subsequent rent payments and any underpayments shall be paid by Tenant in a lump sum within thirty (30) days of receipt of said statement. The schedule set forth herein shall be maintained throughout the term of the lease. Tenant maintains the right to audit Landlord’s records in order to verify the accuracy of Direct Expenses. Unless Tenant shall take exception to any items of such Direct Expenses within thirty (30) days after delivery of the foregoing statement by providing written notice to Landlord, such statement shall be considered as final and accepted by Tenant.

12. Taxes : Tenant shall pay prior to delinquency, all taxes and assessments of every kind or nature imposed or assessed upon or with respect to furnishings, fixtures, equipment, and other property of Tenant placed in the Premises. Landlord does not currently pay real estate taxes. In the event Landlord becomes so obligated in the future, Tenant shall pay as additional rent Tenant’s prorata share of any and all increases in the taxes and other assessments assessed or levied against the property of which the premises is a part, over and above amounts assessed for the initial full year taxed as well as any special assessments imposed upon the premises for any purpose whatsoever during the term, whether the increase in taxation results from the imposition of taxes, a higher tax rate or an increase in the assessed valuation of the demised premises or of both. Such payment shall be made by Tenant to Landlord not later than thirty (30) days following date on which Landlord provides Tenant with written evidence of such tax liability by ordinary mail. If the final year of the lease fails to coincide with the tax year, then the amount due shall be prorated for the number of months of the Lease term during the year. This obligation shall survive the termination or expiration of this Lease, and if this Lease shall expire prior to the receipt of the current year’s tax or assessment notice, Landlord shall require Tenant to deposit an amount with the Landlord based upon the prior year’s tax or assessment increase. This amount shall be due upon delivery of written notice via ordinary mail from Landlord at any time prior to the expiration or termination of this Lease. An appropriate adjustment will


 
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