EXHIBIT 10.16
AMENDMENT TO LEASE
THIS AMENDMENT ("Agreement") is made as of the 21st day of
November, 2000, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a
Pennsylvania limited partnership (hereinafter called "Landlord"), and C.F.A.
TECHNOLOGIES, INC., DBA DIGITAL BIOMETRICS, INC., a Delaware corporation
(hereinafter called "Tenant").
BACKGROUND:
A. Rowland Pond Investors, Landlord's predecessor-in-interest, and
Tenant are parties to that certain Lease (together with all amendments thereto,
the "Lease") dated as of November 7, 1989 and amended by Amendments dated
December 29, 1989, May 1, 1991, May 19, 1993, October 8, 1993, August 4, 1994,
April 18, 1996, April 22, 1999, and January 20, 2000, with respect to certain
Leased Premises (the "Leased Premises") in the Building known as 5600 Rowland
Pond Center.
B. Landlord and Tenant desire to amend the Lease to expand the Leased
Premises and extend the lease term on the terms and conditions of this
Agreement.
AMENDMENT:
Now therefore, for good and valuable consideration, the receipt and
legal sufficiency of which the parties acknowledge, the parties agree as
follows:
1. Expansion of Leased Premises. Effective April 1, 2001, (the "Effective
Date") that area of approximately 18,000 square feet, as depicted on
the attached EXHIBIT A (the "Expansion Space"), will be added to the
Leased Premises. From and after the Effective Date, the Leased Premises
will contain a total of approximately 55,000 square feet and be known
as Suite 250. Except as expressly provided in this Agreement, the
Expansion Space will be leased on all of the terms and conditions of
the Lease.
2. Lease Term. The Lease Term will be extended for an additional 7 year
period until March 31, 2008.
3. Monthly Base Rent. On the Effective Date, Monthly Base Rent for the
Leased Premises will be as follows:
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Number of Months Monthly Base Rent* Net Rate
---------------- ----------------- --------
April 1, 2001-March 31, 2002 $45,833.33 $10.00 s.f.
April 1, 2002-March 31, 2003 46,750.00 10.20 s.f.
April 1, 2003-March 31, 2004 47,666.67 10.40 s.f.
April 1, 2004-March 31, 2005 48,583.33 10.60 s.f.
April 1, 2005-March 31, 2006 49,500.00 10.80 s.f.
April 1, 2006-March 31, 2007 50,416.67 11.00 s.f.
April 1, 2007-March 31, 2008 51,333.33 11.20 s.f.
* to be adjusted based on actual square footage
4. Additional Rent. Tenant will pay Tenant's Proportionate Share of
Operating Expenses with respect to the Expansion Space. On the
Effective Date, Tenant's Proportionate Share under the Lease for the
Leased Premises shall be increased to 46.06%. The total square feet of
Buildings 1 and 2 in the Project is 119,422 square feet.
5. Tenant Improvements. Landlord shall cause The Bainey Group as general
contractor to complete the Expansion Space in accordance with the plans
or the description of improvements and the specifications to be
prepared by WCL Associates, Inc. Prior to January 1, 2001, Tenant will
submit complete and final space plans and specifications prepared by
WCL Associates, Inc., to Landlord for review and approval. Landlord
will use all reasonable efforts to cause all necessary construction to
be substantially completed ready for use and occupancy by Tenant on the
Effective Date, subject to extension for delays due to any cause beyond
the reasonable control of Landlord or Landlord's contractors or
suppliers. All construction shall be done in a good and workmanlike
manner and shall comply at the time of completion with all applicable
laws and requirements of the governmental authorities having
jurisdiction. Landlord agrees to complete such construction at Tenant's
sole expense equal to the aggregate of all costs, expenses and fees
incurred by or on behalf of Landlord in connection therewith (the
"Tenant's Cost"), including without limitation (i) architectural,
engineering and design costs, (ii) the cost charged to Landlord by
Landlord's general contractor and all subcontractors for performing
such construction, (iii) the cost to Landlord of performing directly
any portion of such construction, and (iv) an administrative and
construction management fee for Landlord's supervision of such
construction in an amount equal to ___________ percent (____%) of the
aggregate costs incurred by or on behalf of Landlord in connection with
such construction. Landlord agrees to credit Tenant with an allowance
equal to the lesser of the Tenant's Cost or $10.00 per square foot of
the Leased Premises (the "Tenant Allowance"),. Tenant agrees to pay to
Landlord, within ten (10) days of being billed therefor, the excess (if
any) of the Tenant's Cost above the Tenant Allowance. In addition,
Landlord agrees to make repairs, replacements and maintenance to the
existing mechanical and electrical systems in the Leased Premises not
to exceed One Hundred Thousand Dollars ($100,000).
6. Parking. Section 5 of the Lease is amended to provide that as of the
Effective Date, there shall be 187 parking spaces available for Tenant
at all times at the Building and no more
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than 187 parking spaces are to be occupied at any one time by the
Tenant, its employees and invitees.
7. Waiver. Tenant waives all rights of expansion and rights to renew under
the Lease including but not limited to Section 32 of the Lease, and the
rights to expand the Leased Premises, Cancellation Option, and Option
to Renew as provided in the Amendment to Lease dated April 18, 1996.
8. Remedies. The following language is hereby added to Section 15 of the
Lease:
"In the event of a Default, Landlord will have the following rights:
(i) To charge a late payment fee equal to the greater of $100
or 5% of any amount owed to Landlord pursuant to the Lease which is not
paid within 5 days after the due date; and
(ii) To enter and repossess the Leased Premises in compliance
with all laws and remove all persons and all or any property therefrom,
by action at law or otherwise, without being liable for prosecution or
damages therefor, and Landlord may, at Landlord's option, make
alterations and repairs in order to relet the Leased Premises and relet
all or any part(s) of the Leased Premises for Tenant's account. Tenant
agrees to pay to Landlord on demand any deficiency that may arise by
reason of such reletting. In the event of reletting without termination
of this lease, Landlord may at any time thereafter elect to terminate
the Lease for such previous breach.
9. Contingency. This Amendment is contingent upon vacation of the
Expansion Space by G. N. Resound Corp., the current occupant of the
Expansion Space.
10. Right of First Opportunity. In the event any space at 5600 Rowland Road
becomes available for lease at any time during the term of this Lease
and any current occupants do not desire to remain in possession,
Landlord shall give Tenant written notice of the availability of such
space. Landlord will not enter into a binding agreement to lease such
space to any third party for a period of 14 days following such notice
of availability. The notice period is intended to afford Tenant the
first opportunity to negotiate the lease of such space with Landlord.
11. Lease in Full Force. Except as expressly amended by this Agreement, all
of the terms and conditions the Lease remain unmodified and continue in
full force and effect. All capitalized terms used herein and not
separately defined herein shall bear the meaning assigned to them in
the Lease.
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IN WITNESS WHEREOF, the parties have executed this Amendment to Lease
on the date first above written.
TENANT: C.F.A. TECHNOLOGIES, INC., DBA,
DIGITAL BIOMETRICS, INC.
BY: /S/ JOHN J. METIL
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ITS: PRESIDENT
---------------------------------
LANDLORD: LIBERTY PROPERTY LIMITED
PARTNERSHIP
BY: LIBERTY PROPERTY TRUST, ITS
SOLE GENERAL PARTNER
BY: /S/ ROBERT L. KIEL
---------------------------------
ROBERT L. KIEL
SENIOR VICE PRESIDENT
REGIONAL DIRECTOR
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