EXHIBIT 10.9
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STATE OF SOUTH
CAROLINA)
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TRIDENT RESEARCH CENTER
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LEASE AGREEMENT
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COUNTY OF
CHARLESTON )
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THIS LEASE AGREEMENT, is made and
entered into on this date of January 15, 1999, by and between SOUTH
CAROLINA RESEARCH AUTHORITY (hereinafter referred to as the
“Landlord”) and Information Systems Support
(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 1,771 rentable square feet
identified as Suite 201 (hereinafter referred to as the
“Premises”), in the Trident Research Center, located at
5300 International Boulevard in North Charleston, South Carolina
(hereinafter referred to as the “Building”) and being
more particularly described in and shown on the floor plan attached
hereto as Exhibit “A” and made a part
thereof.
TO HAVE AND TO HOLD THE PREMISES
upon the terms and conditions hereinafter set forth.
2. Term : The term of this
Lease shall be for a period of One (1) years, beginning on February
1, 1999, and ending at midnight on January
, 2000, unless sooner terminated as
hereinafter provided.
3. 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 the Landlord fails to deliver
possession of the Premises on or before the specified commencement
date, this Lease shall remain in full force and effect and the
Landlord shall have no liability for delay, but rental shall not
commence until the Landlord delivers possession of the Premises to
the Tenant.
4. Rent : The Tenant shall
pay to the Landlord an annual rental of Thirty One Thousand Eight
Hundred Seventy Eight and no/100 ($31,878.00) (hereinafter referred
to as the “Base Rent”), payable in equal monthly
installments of Two Thousand Six Hundred Fifty Six and 50/100
($2,656.50), in advance, on the first day of each and every
calendar month during the term hereof. 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 with the first regular monthly
installment. All rentals due hereunder which
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are not received by the Landlord by the
fifteenth (15th) day of each month shall be subject to a
delinquency charge of Five and No/100 ($5.00) Dollars per month or
one and one-half (1.5%) percent per month on the unpaid balance,
occurring from the first day of every month for which rental is
due, whichever is the greater. Said delinquency charge shall be
subject to the default provisions herein.
5.
6. Use . The Tenant shall use
and occupy the Premises solely for the 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.
7. 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.
8. Improvements . Subject
is 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 is 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 contractors, 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 be surrendered to Landlord at the
expiration or earlier termination of this Lease.
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9. 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 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
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.
10. Maintenance . The
Landlord shall, at its own expense, after notice from the Tenant of
the need thereof, make any repairs to the Building 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 the 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 wilful
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, as 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
Building or the Premises, to build additional stories on the
Building, and to build adjacent to or adjoining the Building; 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.
11. 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 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
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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.
13. 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.
14. Insurance . Landlord
shall, during the entire term hereof, maintain in force casualty
insurance on its interest in the Building in such amounts and
against such hazards and
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contingencies as Landlord shall deem desirable
for its own protection; provided, however, Landlord shall not be
obligated to insure any furniture, equipment, or other property
placed in the Premises by or at the expense of Tenant. Tenant shall
not permit any use of the Premises that would invalidate or
conflict with the terms of any hazard insurance policy covering
risks insured by Landlord, and Tenant shall pay the cost of any
premium amounts above standard rates for such insurance occasioned
by the nature of Tenant’s use of the Premises. Tenant shall
obtain and maintain a comprehensive policy of liability insurance
with respect to the Demised Premises naming Landlord and any
designee of Landlord as additional insureds and protecting
Landlord, Tenant and any designee of Landlord against any liability
for bodily injury or property damage which arises from any
occurrence on or about the Demised Premises or any appurtenance
thereof, as a result of any act or omission of Tenant or
Tenant’s employees, agents or invitees. Such policy shall be
written by a company satisfactory to Landlord. The coverage limits
shall be at least One Million Dollars ($1,000,000) with respect to
combined single limit of bodily injury and property damage per
occurrence. The Tenant will not cancel or change the insurance
without first giving Landlord thirty (30) days prior to written
notice. Tenant shall provide Certification of Insurance to Landlord
simultaneously with the execution of this Lease.
15. Damage or Destruction by
Casualty : If the Premises are wholly or partially destroyed by
fire or other casualty, rental shall abate from the date of damage
or destruction in proportion to Tenant’s loss of use thereof,
including 100% rent abatement if Tenant is not reasonably able to
carry on its customary business, and Landlord shall, at its own
expense, promptly restore the Premises to substantially the same
condition as existed before damage or destruction, whereupon full
rental shall resume, unless said damage was caused by
Tenant’s negligence, in which case any repair shall be at
Tenant’s expense; provided, however, Landlord may be written
notice to Tenant within ninety (90) days after the date of such
damage or destruction elect, at its option, not to restore or
repair the Premises and Landlord or Tenant may thereafter, at its
option, cancel this Lease.
16. Eminent Domain . If the
whole of the Premises, or such portion thereof as will make the
Premises unsuitable for the use contemplated hereby, be taken under
the power of eminent domain (including any conveyance in lieu
thereof), then the term hereof shall cease as of the date
possession thereof is taken by the condemnor, and rental shall be
accounted for as between Landlord and Tenant as of that date. If
any lesser portion of the Premises is thus taken, rental shall
abate in proportion to the loss of use occasioned thereby. Tenant
shall not have any right or claim to any part of any award made to
or received by Landlord for such taking or right or claim against
Landlord for the value of the unexpired term of this Lease making a
claim against the condemnor (but not against Landlord) for any
moving expenses, loss or profits, or taking of its personal
property (other than its leasehold interest) to which Tenant may be
entitled.
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17. Indemnity : Tenant shall
defend, indemnify and h