EXHIBIT 10.1.3
Addendum 3 - January 20, 2004
To "Standard Industrial/Commercial Multi-Tenant Lease - Gross"
Of the "American Industrial Real Estate Association"
Executed on or about 15 October 2002
DEL MAR AVIONICS, Lessor, and HIENERGY TECHNOLOGIES, Lessee
20 January 2004
WHEREAS, Lessee desires to lease an additional area for construction and
operation of a Secure Area and protected "radiation use zone" area for research
and development of fast neutron generation and impact upon nuclei of substances
within defined enclosures in said Secure Area for observation of characteristic
photon, gamma ray, distributions emanating from said neutron nuclear impact to
yield a definitive photon spectrum and thereby determine a chemical composition
of substances within said enclosures.
WHEREAS, Lessor is willing to lease an area within the building at 0000 Xxxxx
Xxxxxxx, Xxxxxx, XX a defined secure area for a period of twenty (20) months,
said protected area being more clearly delineated in the attached map and
schedule and for the same period Lessor is willing to lease to Lessee an
air-conditioned office area adjacent said secure area.
NOW THEREFOR, in consideration of the aforesaid intention of parties hereto,
Lessor and Xxxxxx agree to be bound to the following mutually assented-to
provisions:
BASE RENT SCHEDULE
Monthly rent is established for a 67' x 48.2' and 13' x 18.5' specified secure
area = 3470 ft2 at $3,123/month, and an 18.5' x 54' specially air conditioned
office facility adjacent said secure area = 1000 ft2 at $1,000/month commencing
1 February 2004. The prices quoted herewith are only acceptable to Lessor if
both the additional lease areas set forth herein are contracted for as offered
herein.
A separate fee of $250.00 per month for the 21 months to accrue $5,250 is to be
paid by Xxxxxx and held in an escrow account by Lessor for demolition/repair of
the area to return the premises to their previous state.
PERIOD
Lease period shall commence on 1 February 2004 and continue for twenty (20)
months (February 2004 through September 2005).
TERMINATION
The lease shall terminate no later than 30 September 2005.
PROPERTY ALTERATION
It is understood that it is Xxxxxx's intention to build a concrete enclosure
within said Secure Area with thick walls to prevent spurious transmission of
nuclear particles from the enclosed area. In preparation for the signing of this
lease, the lessee shall submit a drawing showing the intended masonry structures
to be installed. The "Secure Area" is defined on Lessor's clean room space area
drawing, included herewith and made a part of this lease document. Together with
the masonry structure drawing, xxxxxx shall submit for Xxxxxx's approval, a
structural engineering note signed by a Structural Engineer licensed by the
State of California or the American Society of Structural Engineers approving
the proposed installation of masonry showing calculations and provisions for any
necessary foundation requirement extending below the existing building concrete
floor.
The design shall consider the existing subsoil the building currently rests on.
Parties hereto both understand that it is exclusively Xxxxxx's responsibility to
prepare for and construct said concrete enclosure, and it is also exclusively
Xxxxxx's responsibility to return the premises to their previous state upon
termination of said lease. Repair and reconstruction of the Secure Area premises
must be accomplished in a timely manner. Lessor may draw on the funds held in
escrow by Lessor in accordance with the provisions of the Base Rent Schedule.
HAZARDOUS WASTE AND MATERIALS
Lessee agrees to store hazardous waste, if any, securely within the leased
Secure Area in appropriate containers. Lessee shall be responsible for proper
disposal and safeguarding of any and all hazardous wastes. Hazardous materials,
on the other hand, such as nuclear and radioactive material must comply with
state and federal EPA, NRC, and AEC requirements as well as the following
provisions.
Lessor consents that upon signing of this lease agreement, Lessee shall apply to
the State of California for a license or licenses for the use on the leased
premises of the equipment required for the development and testing of the
detection technologies of Lessee including but not limited to standard
commercially available sealed capsule of an Americium-Beryllium source and
electrically powered neutron generators. Lessor understands that said type of
equipment is essential for the operation of Lessee, and Lessor hereby grants
permission for the use of the equipment provided, however, that:
all required state and federal license have been granted and copies thereof
supplied to Lessor;
location and shielding of the equipment will provide radiation safety under the
state and federal regulations;
radiation monitoring, and calibration of the monitoring instruments, will be
done regularly by the state licensed and experienced University of California
Radiation Safety Officer;
Lessee will not store radioactive waste in or outside the leased premises, and
shall arrange for state-approved pickup and disposal of any discarded
radioactive wastes or byproducts at Lessee's expense.
SECURITY
Lessee shall maintain security of secured area installation and all hazardous
materials.
PERSONAL PROPERTY OF XXXXXX
No hazardous property or materials of Lessee shall be kept within said Secured
Area at times when said premises are not under close and active visual
supervision.
LESSEE LIABILITY
Notwithstanding anything to the contrary set forth in this Lease, unless caused
by Lessee or Lessee's employees, agents or contractors (collectively, "Lessee's
Employees"), Lessee shall not have any responsibility for:
existing violations of Applicable Requirements relating to any part of the
Premises, the Building or the Project as of the date Lessee takes possession of
the Premises;
any Hazardous Substances present in, on, under or about any part of the Project
as of the date Lessee takes possession of the Premises or that were brought
into, onto, about, or under any part of the Project by Lessor after the date
Lessee takes possession of the premises, except for Hazardous Substances bought
onto the Project by Lessee or Xxxxxx's Employees;
without limiting the generality of the foregoing, the cleanup, remediation, or
removal of any hazardous substances present in, on, under or about any part of
the project as of the date Lessee takes possession of the premises or that were
or are brought into, onto, about, or under any part of the project after the
date Lessee takes possession of the premises, except for hazardous substances
brought onto the project by Lessee or Lessee's employees.
LIABILITY INSURANCE
Lessee shall maintain a Comprehensive General Liability policy as delineated in
the underlying lease with Xxxxxx included therein as an additional insured. A
copy of the liability policy shall be maintained monthly in the hands of Lessor.
LEGAL COMPLIANCE
Lessee shall be appropriately licensed, if necessary, to conduct its activities
and shall comply with all current and future applicable requirements and
building permits that relate to the premises, or the project of which the
premises are to be used. Lessee shall be liable for the cost of complying with
all laws that arise due to the specific nature of Xxxxxx's use of the premises.
A copy of current licensing documents shall be issued and kept up to date for
filing by Xxxxxx.
ATTESTATION
Parties hereto add the foregoing amendment to the underlying Standard
Industrial/Commercial Multi-Tenant Lease - Gross produced by the American
Industrial Real Estate Association previously executed by parties hereto.
Provisions herein are deemed to be incorporated therein as though fully set out
therein. Conflicts, if any, between said underlying lease and all addendums
thereto shall be resolved in favor of the provisions herein, i.e., provisions in
this addendum are controlling.
WHEREFOR, the parties hereto set their signatures below with full knowledge of,
acceptance of, and attestation to the foregoing additionally agreed to terms.
DEL MAR AVIONICS HIENERGY TECHNOLOGIES, INC.
Lessor Lessee
/s/ B. Del Mar 2/3/04 /s/ X. X. Xxxxxxx 2/3/04
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Xxxxx Xxx Xxx Date Xxxxxx X. Xxxxxxx, Ph.D. Date
President President
