[EXHIBIT 10.1]
LEASE
THIS AGREEMENT, made this 21st day of December 2005 between
Xxxx Investments herinafter called OWNER, with an address at
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00 X Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
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AND
PSI-TEC CORPORATION hereinafter called TENANT with an
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address at Beacon Hill Development Center, 2320 Lighthouse
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Xxxx, Xxxxxxxxxx, XX 00000.
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PREMISES
WITNESSETH, That Owner has leased to Tenant as Tenant
has leased from owner, all those certain premises in the
state of Delaware, New Castle County, described as follows:
00 X Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 consisting of
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approximately +/- 1,400 square feet of warehouse/office
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space as shown on Exhibit A upon the following terms and
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conditions:
TERMS/RENT
1. The term of this lease is Three(3) years beginning on
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the first day of January 2006, and ending on the 31st day of
December, 2008 at the rent of
Year Monthly rent
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1/1/06 to 12/31/06 $675.00
1/1/07 to 12/31/07 $695.00
1/1/08 to 12/31/08 $716.11
Each beginning on the 1st day of January, 2006, and
continuing on the 1st day of each month thereafter, at the
office of 00 X Xxxxxx Xxxxx, Xxxxxxxxxx, XX, 00000 during
business hours, or at such other place as owner may in
writing from time to time direct, and Tenant does for
itself, it's successors and assigns, covenant the promise to
pay said rent without further notice. Rents are due
promptly on the first day of each month; and in the event
the Tenant becomes delinquent for more than 5 days after the
due date, Tenant authorizes Landlord to impose a 95%0 per
month late charge; and in the event the Tenant becomes
delinquent for more than (30) days after the due date,
Tenant authorizes the Landlord to enter premises and take
possession. The owner shall have the right to change locks,
discontinue utilities in the Tenant's name and to take any
legal action necessary to recover delinquent rents. A late
fee in the amount of 5% of the monthly rent shall be charged
if rent is not paid in full by the 5th day after the due
date.
USE OF PREMISES
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2. Tenant may use and occupy said premise for the
following purpose: Warehouse, laboratory and general office
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and for no other purpose, except with the prior written
consent of the Owner.
Tenant shall comply with all applicable City, County and
State Laws, ordinances, and regulations, and with the
rules and regulations of the Local Board of Underwriters
with respect to use and occupancy of the said premises.
Tenant shall not permit the conduct of any business,
trade or occupation on said premises, or anything to be
done thereon, which may void or make voidable any policy
of insurance held by Owner thereon. Tenant shall keep
the demise and all improvements and fixtures in good
condition, order and repair, throughout the term of the lease.
POSSESSION
3. Tenant agrees that in the event of the liability of
Owner to deliver possession of the premises at the
commencement of the lease term, Owner shall not be liable
for any damage caused thereby, nor shall this lease be void
or voidable, but Tenant shall not be liable for any rent
until such time as Owner can and does offer to deliver
possession of the premises to Tenant and the total rent
payable by Xxxxxxx and the commencement date of the lease
term shall both be adjusted accordingly.
SERVICES
4. The parties agree that each shall, subject to further
provisions hereof, furnish and pay for the services and
items assigned to them below, in addition to the other
considerations recited herein:
A. Heat as required Tenant
B. Air Conditioning as required Tenant
C. Electricity for ordinary lighting and for office
machines Tenant
D. Maintenance of plumming, heating air conditioning Tenant
and electric equipment
E. Water and Sewer rent(pro rata share) Tenant
F. Clearing of ice and snow from sidewalks; sanding Tenant
And or salting
G. Replacement of broken window glass Tenant
H. Janiter and cleaning service Tenant
I. Window washing Tenant
J. Ordinary repairs Tenant
K. Ordinary repairs and maintenance Tenant
L. Structural repairs Tenant
M. Parking lot maintenance, including plowing, etc Tenant
When necessary ( pro rata share CAM)
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N. Roof repairs and maintenance Tenant
O. Rubbish removal Tenant
P. Security Tenant
Q. Light bulb replacement Tenant
R. Overhead door and opener repair & maintenance Tenant
S. Real estate taxes & hazards insurance Tenant
Owner shall not be liable for any failure to furnish
the services and items assigned to it above if such
failure is due to a shortage of materials, supplies,
labor, services and other cause beyond it's control.
SIGN
5. No sign, advertisement, notice shall be inscribed,
painted or affixed on any part of the outside or inside of
said building without the written consent of the Owner,
which consent Owner agrees not to withhold reasonability.
SUBLETTING
6. Tenant shall not sublet, transfer or in any manner
dispose of the said premises or any part thereof, for all or
any part, of the term hereby granted, without the prior
written consent of the owner, such consent shall not be
unreasonably withheld. If the Tenant merges into or
consolidates with, or liquidates or sells al or a
substantial part of it's assets to any person, corporation
or organization of any kind, such action shall constitute an
assignment or transfer of the premises within the meaning of
the lease.
PEACEABLE SURRENDER OF PREMISES
7. On the last day of the lease term as presently written,
or on the last day of any renewal or extension thereof,
or upon sooner termination by mutual written agreement,
Tenant shall peaceably surrender the premises in as good a
condition as reasonable and proper use will permit. Any
personal property left upon the premises shall be deemed
abandoned by the Tenant. Tenant shall leave the premises
broom clean.
ALTERATIONS
8. Tenant shall not make any alterations, additions or
improvements to the said premises without the prior written
consent of the owner. In no event shall any structural
change or any other change or modification be made to
structure, heating, electrical or pluming services be
undertaken by Tenant or employee or agent of Tenant. Any
approved additions, alterations or improvements shall be
done in accordance wit the applicable State and County Laws
and Ordinances and building and zoning rules and
regulations. Tenant hereby expressly assumes full
responsibility for all damages and for injuries which may
result, to any person or property by reason of or resulting
from said alterations, additions or improvements and shall
hold owner harmless with respect thereto.
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Any alterations, additions, or improvements made in, to
or on the premises shall, unless otherwise provided by
written agreement, be the property of Owner, and shall
remain upon and be surrendered with the premises, except
for the Tenants Trade fixtures. Tenant shall pay, when
due, any and all sums of money that may be due for any
and all labor, services, materials, supplies or equipment
alleged to have been furnished or to be furnished to or
for Tenant in, on or about the premises, and which may be
secured by any mechanic's materialmen's or other lien
against the premises or of Owner's interest therein, and
Tenant shall cause each such lien to be fully discharged
and released at the time and performance of any
obligation secured by and such lien matures or becomes
due.
LIABILITY
9. Owner in no event shall be liable for any damage or
injury to Tenant or any agent or employee of Tenant, or to
any person or persons coming upon the said premises in
connection with the occupancy by Tenant or otherwise , or to
any goods, chattels, or other property of Tenant, or any
other person or persons which may, during the term of this
lease, be located in said premises, caused and contributed
by water, rain, snow, breakage of pipes, leakage, or by any
other cause except the willful negligence of the Owner, it's
agents or employees.
OWNER'S INSPECTON
10. Owner and persons designated by it to have the
right to enter the said premises at reasonable hours to
examine the same and to do such work as Owner is
obligated to do under the terms hereof, or to do such
work as Owner shall deem necessary for the safety or
preservation of the said premises; provided however, that
the same shall not interfere reasonably with the conduct
of the Tenant's business.
FIRE
11. If fire or casualty to the rental unit occurs without
fault of the part of Tenant, or other person on premises
with Tenant's consent, thereby rendering the premises or
appurtenances necessary to the use thereof partially or
wholly unusable, the Tenant may:
a) if the premises is totally destroyed by fire or other
casualty; immediately quit the premises and notify Owner in
writing of Tenant's election to quit within (1) week after
vacating, in which case the rental agreement shall terminate
as of the date of such notice. If Tenant fails to notify
Owner of Tenant's election to quit Tenant shall be liable
for rent accruing to the date of Owner's actual knowledge of
Tenant's vacation, or impossibility of further occupancy ;
or,
b) if continued occupancy is otherwise lawful, Tenant may
vacate any part of the premises rendered unusable by the
fire or casualty, in which case the Tenant's liability for
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rent shall be no more than the market value of that part of
the premises which Tenant continues to use and occupy.
INDEMNITY
12. Tenant for itself, it's successors and assigns,
covenants and agrees to indemnify and hold harmless Owner,
it's successors and assigns, of and from any and all damages
and for liability from anything whatsoever for arising from
or out of, or in connection with the occupancy of the said
premises by Tenant, it's agents or servants, and for itself,
it's successors and assigns, does hereby release Owner, it's
successors and assigns from any change or damage of
liability arising from anything in connection with the
occupancy of the Tenant of the said premises, unless the
same shall be caused by the negligence of the Landlord, it's
agents, or employees.
13. In the event Tenant's occupancy causes any increase in
premium for the fire, boiler and/or casualty rates on the
leased premises or the building of which they are a part
above the rate for the least hazardous type of occupancy
legally permitted in the leased premises, the Tenant shall
pay the additional premium on the fire boiler and/or
casualty insurance policies by reason thereof. The Tenant
shall also pay in such event, any additional premium on the
rent insurance policy that may be carried by the Owner for
it's protection against rent loss through fire.. Bills for
such additional premium shall be rendered by Owner to Tenant
at such times as Owner may elect, and shall be due from, and
payable by Tenant when rendered, and the amount thereof
shall be deemed to be, and paid as additional rent.
BREACH OR DEFAULT BY TENANT
14. Any breach by Tenant of any conditions of this lease,
not including payment of rent, may be cured by Owner for the
account of and at the expense of Tenant, and any sums so
advanced shall be paid to Owner on the first day of the
following month.
Should Tenant be in default of any of the terms or conditions of
this lease, while such default continues, neither the whole or
any part of the furniture, equipment or supplies located in the
premises shall be removed there from, except with the written
consent of Owner, first obtained.
REAL ESTATE TAXES AND BUILDING INSURANCE
15. Tenant will pay it's pro rata share all real property
taxes which have been, or may be assessed by any lawful
authority against the land and improvements. Should such
aforesaid taxes exceed, in any subsequent lease year, the
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amount paid for the first full year of taxes assessed
against the land and improvements, the Tenant shall pay as
additional rent Tenant's proportionate share of the total
increase, based upon the percentage of increase over the
taxes in the first lease year. Tenant shall also pay for
it's pro rata share of Owner's cost of fire, hazard and
liability insurance maintained by owner for the building and
common areas which the premises is a part. Invoices for the
above items shall be payable by Tenant within 15 days of
receiving invoice from owner.
INSURANCE
16. Tenant shall maintain in full force and effect, at it's
sole cost and expense, during the term of this lease or any
renewal or extension thereof, (i) public liability insurance
including contractual liability, with respect to the leased
premises in companies and in form acceptable to Owner,
providing on an occurrence basis, a minimum combined single
limit of One Million Dollars ($1,000,000) per occurrence and
Two Million Dollars ($2,000,000) in the aggregate, and (ii)
fire and extended coverage insurance on Tenant's personal
property, including inventory, trade fixtures, floor
coverings, furniture and other property, and Tenant's
leasehold improvements. Such a policy shall name Owner and
Tenant as insured's as their interest shall appear, and
shall be affected by valid and enforceable policies issued
by insurers of recognized responsibility satisfactory to
Owner. Policy shall also contain a provision that said
policy shall not be cancelled except after Ten (10) days
written notice to Owner. The policy shall expressively
waive and bar any claim of subrogation against Owner.
Appropriate certificates shall be furnished to Owner by
Tenant to prove issuance of such policies and their coverage.
PERSONAL PROPERTY TAXES
17. Tenant shall be liable for the payment of all taxes
levied against any personal property or trade fixtures
placed in, on, or about the premises, including shelves,
counters, vaults, vault doors, wall safes, partitions,
machinery, electrical or electronic equipment. If Owner is
required to pay any of such taxes, Tenant, upon demand,
agrees to reimburse Owner therefore.
BANKRUPTCY
18. In the event Tenant shall file voluntary petition in
bankruptcy, make an assignment for the benefit of creditors,
or be adjudged a bankrupt, or if a receiver, trustee, or
custodian is appointed for Tenant by any court, or if Tenant
files any petition for relief under any section of the
bankruptcy laws of the United States now in force or
hereafter enacted, or if Tenant takes advantage of any
insolvency act of ant state or the United States now in
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force or hereafter enacted, or if the interest of the Tenant
shall be sold under any execution or other legal process,
issued out of any court, or if Tenant shall abandon or
vacate the said premises during the said term, or if Tenant
shall break any promise or covenant on it's part to be
performed, then in any such even it shall be lawful for
owner, at any time thereafter, at it's option, while the
same continues, if it shall continue for a period of Ten(10)
days, upon ten(10) days written notice Tenant to enter said
premises and again have possession thereof and occupy the
same as id the lease had not been made, and thereupon this
lease and everything contained herein upon the part of the
owner to be done and performed , shall cease and become
null and void, without prejudice to the right of Owner to
recover from Tenant by distraint , attachment or other
legal process, all rents or additional rents due and owing
according to the terms of this lease, or any damages
resulting from the violation of this lease or the terms
hereof.
SECURITY DEPOSIT
19. Tenant has deposited with Owner $1,575.00, receipt
whereof is hereby acknowledged, a security for the full and
faithful performance of each and every term, provision,
covenant and condition of this lease. In the event Tenant
defaults in respect of any of the terms, provisions,
covenants or conditions of this lease, including but not
limited to the payment of rent, Owner may use, apply, or
retain the whole or any part of such security for the
payment of any rent in default or for any other sum which
owner may spend or be required to spend, by reason of
Tenant's default. Should tenant faithfully and fully comply
with all the terms, provisions, covenants, and conditions of
this lease, the security deposit or any balance thereof
shall be returned to Tenant at the expiration of the term
hereof. Tenant shall not be entitled to any interest on
said security deposit.
20. The failure of owner to insist upon a strict
performance of any of the terms, conditions and covenants
herein, shall not be deemed a waiver of any rights or
remedies that owner may have and shall not be deemed a
waiver of any subsequent breach or default in the terms,
conditions and covenants herein contained.
EMINANT DOMAIN
21. If the whole or any part of the premises leased to
Tenant shall be taken by any public authority under the
power of eminent domain, then the term of this lease shall
cease on the part so taken on the date possession of the
part is surrendered and any unearned rent paid or credited
in advance shall be refunded, and from that day, Tenant
shall have the right either to cancel this lease and to
declare the same null and void, or to continue in possession
of the remainder of the premises under the terms herein
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provided, except that the rent shall be reduced in
proportion to the portion of the premises taken. Tenant
shall notify owner within thirty (30) days after
notification by the owner and/or such public authority of
the intention to take a portion of the premises leased to
tenant of it's intention to cancel the lease; otherwise, the
lease shall continue on the terms and conditions
hereinbefore stated as to the portion not taken for the
remainder of the term. Tenant shall not be entitled to
receive any part of any award or awards that may be made to
or received by owner. Tenant at it's own expense may take
independent proceedings against the public authority
exercising the power of eminent domain to prove and
establish any damage Tenant may have sustained.
ABSENCE FROM PREMISES
22. At any time during the term of this lease or any
renewal or extension thereof, Tenant agrees to inform owner
in writing, if and when premises are due to be unoccupied
for an extended period of time (10 working days or more);
such notice will be given no later than the first day of
such absence.
23. Time is of the essence of this lease.
SUBORDINATION
24. Tenant agrees that this lease shall be subordinate
to any mortgages or trust deeds which may now be in effect
or hereafter be placed upon the real property of which the
demised premises form a part, and to any and all advances
made or to be made thereunder.
NOTICES
25. Any notice provided for herein shall be given by
registered mail , postage prepaid, addressed, if to Owner at
Xxxx Investments at 00 Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
and if to Tenant at PSI-TEC Corporation; Beacon Hill
Development Center, 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX
00000 Atten: Xxxxxx Xxxxxx
TERMINATION
26. Subject to the options to renew provided in the Rider,
it is agreed that this lease shall be terminate without
notice by either party, upon the expiration of the period
specified in Paragraph 1 hereof.
HOLDOVER
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27. Any holding over after the expiration of the term
hereof, without the written consent of owner, shall be
construed to be a tenancy from month to month at one and one
half (1and 1/2) hereinbefore specified . If owner's written
consent is granted, the rent shall be at the amount being
paid at expiration date of this lease.
RIDER
28. A Rider consisting of One(1) pages , with sections
numbered consecutively N/A through N/A is attached hereto
and made part hereof.
NO OPTION
29. The submission of this lease for examination does not
constitute a reservation of or option for the leased
premises and this becomes effective as a lease only upon
execution thereof by Owner and Tenant. If this lease is not
executed by both parties and fully executed copies delivered
to both parties by then, this lease shall be null and void.
COMMISSION
30. In consideration of it's services in negotiating this
lease, Owner, it's successors or assigns, agrees to pay
Xxxxxx Realty Co. it's successors or assigns, a commission
equal to four percent (4%) upfront for the term of this
lease and for any extension or renewal. In the event said
commission is not paid within thirty(30) days of the due
date, Xxxxxx Realty Co. shall have the right to accelerate
payment of the balance of future commissions base upon the
Tenant exercising all options to renew and extend this lease
and all such future commissions shall become due and payable
at once upon demand.
If the tenant or any assigns of tenant or any form of ownership in
which tenant is connected with, purchase the real estate which the
premises are a part, during the term of this lease or any extension
thereof, and for 180 days after this lease, or any extension thereof,
expires, Owner, it's successors or assigns, agrees to have Xxxxxx
Realty Co., it' successors or assigns, represent the owner in the
transaction and pay a commission equal to 6 percent of the sales
price (gross consideration),
The owner agrees that these commission
covenants shall survive any sale, conveyance, lease
or other transfer of the building and any breach
hereof shall constitute a lien against the building
that shall run with the building.
HAZARDOUS SUBSTANCES
31. During the term of this lease or any extension, renewal
or expansion thereof the xxxxx agrees not to generate,
manufacture, store, treat, dispose, release or threaten
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release of any hazardous waste or substance by tenant or by
agent, employee or invitee of tenant on or about any of the
property. Tenant also agrees that all the activity of the
tenant shall be conducted in compliance with all applicable
federal, state and local laws, regulations and ordinances.
Tenant authorizes landlord and it's agents to enter the
properties and premises to make sure such inspections and
tests, as landlord may deem appropriate to determine
compliance of the property with this section of the lease.
If tenant does generate, manufacture, store, treat, dispose,
release or threaten to release any hazardous waste on the
property, tenant shall become liable for cleanup and the
cost to cleanup the property. Tenant also agrees to
indemnify, hold harmless the landlord against any and all
claims, losses, liabilities, damages, penalties and expenses
which landlord may directly or incur or suffer as a result
from a breach of this section of the lease. Tenant also
agrees not to store any junk cars or parts anywhere outside
of the premises during the term or extension of this lease.
OUTSIDE STORAGE & LOITERING
Tenant agrees not to store or place any junk, damaged cars,
automobile parts or material outside the premises. Tenant
understands that no loitering, drag racing, or any excessive
noise or music is permitted on or around the premises.
Tenant further understands that no pets are allowed on the
premises. The existence of any of these violations shall be
determined by the sole discretion of the Owner.
As used herein, the neuter gender shall be construed as
feminine or masculine gender, as the case may be.
This agreement shall bind and benefit the parties
hereto and their respective Executors, Administrators,
Heirs, Successors and Assigns.
SIGNITURE PAGE TO FOLLOW:
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IN WITNESS WHEREOF, the parties have caused this
lease to be executed on the date first above
written.
SEALED AND DELIVERED
IN THE PRESENCE OF:
OWNER: Xxxx
Investments
_________________________ _______________________
Witness Xxxxxx Xxxx
Tenant:PSI-TEC
Corporation
__________________________ ________________________(seal)
Witness By:
Tenant:PSI-TEC
Corporation
________________________ ________________________(seal)
Witness By:
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