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Exhibit 10.2
LANVISION SYSTEMS, INC.
SECOND AMENDMENT TO LEASE BETWEEN FAIRFIEW PLAZA ASSOCIATES LIMITED PARTNERSHIP
AND LANVISION, INC.
SECOND AMENDMENT TO LEASE
BETWEEN FAIRVIEW PLAZA ASSOCIATES LIMITED PARTNERSHIP, LESSOR, AND
LANVISION, INC., LESSEE
This AMENDMENT, made and entered into this 21st day of May, 1997, by
and between FAIRVIEW PLAZA ASSOCIATES LIMITED PARTNERSHIP, Lessor, and
LANVISION, INC., Lessee;
WHEREAS, the parties hereto have previously entered into a lease
agreement dated February 26, 1996, regarding 1,659 rentable square feet of
office space at 5970 Fairview Road, Suite 250, which lease was amended on August
12, 1996 to extend the lease term through September 30, 1999 and relocate Lessee
to 3,770 rentable square feet of office space in Suite 700;
WHEREAS, the parties hereto desire to enter into this Second Amendment
to Lease as hereinafter set forth:
1) RELOCATION: Lessee will relocate to Suite 650 of 5970 Fairview Road
(the "Premises").
2) NEW SQUARE FOOTAGE: The new square footage of the Premises is 8,141
rentable square feet (7,269 usable square feet) as outlined on Exhibit "A".
3) LEASE TERM: The new term shall be approximately sixty (60) months,
beginning on June 15, 1997 or the date the Tenant Improvements for the Premises
referred to in Exhibit "B" are substantially completed and the Premises are
suitable for occupancy, whichever is later (the "Commencement Date")and ending
June 14, 2002 (the "Term").
4) TENANT IMPROVEMENTS: Lessor shall provide a tenant improvement
allowance of $15.00 per rentable square foot below the finished ceiling.
Lessor will provide the labor and materials to finish the ceiling,
including new building standard ceiling tile throughout, all necessary lighting,
mechanical, HVAC, and sprinkler adjustments or additions. Lessor will also
provide architectural and engineering services for purposes of obtaining
construction drawings.
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It is understood and agreed that the specifications in Exhibit "A" and
Exhibit "B" are accepted and approved by Lessee, as attached. If the tenant
improvement work is less than the tenant improvement allowance, the unused
portion may be applied to cabling, moving costs, supplemental air conditioning
unit, or logo signage. If more than the tenant improvement allowance is needed
for tenant improvements, Lessee shall be directly responsible and shall pay such
costs in full prior to occupancy.
Lessee shall purchase from Lessor one used Mini-Mate Air Conditioning
unit in the amount of $3000.00. Lessee may apply the unused portion of the
tenant improvement allowance towards the cost of the supplemental air
conditioning unit. The unit will be installed by Lessor, which will be vented to
the outside of the building, and will be separately metered. Lessee will be
responsible for payment of the power bill for operation of the supplemental air
conditioning, as well as any necessary repairs or maintenance to the unit.
5) MOVING ALLOWANCE: Lessor will contribute up to $5,993.00 toward
reimbursing Lessee for the cost of the physical move or cabling costs, in
addition to any unused portion of the tenant improvement allowance used for such
costs.
6) RENTAL RATE: The base rental rate for the new space will be $17.00
per rentable square foot. The new monthly base rental, effective on the
Commencement Date will be $11,533.08.
7) RENTAL ESCALATIONS: The base rental will be escalated per the
original lease as specified in Paragraphs 11 and 12 on page 2 of the original
lease.
8) AUGUST 12, 1996 FIRST AMENDMENT TO LEASE: The August 12, 1996 First
Amendment to Lease by and between Lessor and Lessee with respect to 5970
Fairview Road, Suite 700 shall terminate effective upon the Commencement Date of
the Second Amendment to Lease. Except as to obligations and liabilities which
have accrued under the August 12, 1996 First Amendment to Lease, which
obligations and liabilities shall continue, all obligations and liabilities
which accrue after the Commencement Date of the Second Amendment to Lease shall
be of no further force or effect.
9) RIGHT OF FIRST REFUSAL: Lessee is hereby granted a right of first
refusal to lease that certain 4,000 square feet of rentable space adjacent to
the Premises and shown on Exhibit "A" attached hereto and incorporated herein by
reference (the "Adjacent Space") beginning on the date hereof and continuing
through the date that is twelve (12) months prior to the expiration of the Term,
as extended (if extended). If Lessor receives a bona fide written offer for the
Adjacent Space within the period described above (other than an offer from any
tenant currently occupying the Adjacent Space), Lessor shall notify Lessee in
writing, and Lessee shall have ten (10) business days from the date of such
notice to notify Lessor in writing of Lessee's exercise of its right of first
refusal. If Lessee gives written notice of such exercise, the Adjacent Space
shall be
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incorporated into the Premises by a written amendment executed by Lessor and
Lessee upon the then current terms of this Lease. Notwithstanding the foregoing,
with respect to tenant improvements, the $15.00 per rentable square foot
allowance will be pro-rated over the then-remaining Term of this Lease.
Except as herinabove stated, the terms and conditions of the original
Lease and Amendments thereto shall remain if full force and effect.
IN WITNESS WHEREOF, Lessor and Lessee have executed this Second
Amendment as of the date first set forth above.
LESSOR: Fairview Plaza Associates Limited
Partnership
By: Fairview Plaza Limited Partnership
Its General Partner
ATTEST: By: American Asset Corporation
Its General Partner
/s/ Mary H. Hoagland By: /s/ Paul L. Herndon
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Mary H. Hoagland Paul L. Herndon
Assistant Secretary Vice President
(CORPORATE SEAL)
ATTEST: LESSEE: LANVISION, INC.
/s/ Alan J. Hartman By: /s/ Eric Lombardo
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By: Alan J. Hartman Printed Name Eric S. Lombardo
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Title: General Counsel Title: Executive Vice President
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(CORPORATE SEAL)
(Attached as Exhibit A is the floor plan of the space, and as Exhibit B a list
of 26 tenant improvements.)
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