EXHIBIT 10.45
LEASE AGREEMENT
This Lease made as of the 26th day of November 1996, between UES,
Incorporated, 0000 Xxxxxx-Xxxxx Xxxx, Xxxxxx, Xxxx 00000-0000 (hereinafter
called the Lessor), and Engineering Development Labs, Inc. (hereinafter called
the Lessee).
WITNESSETH: That the Lessor does hereby demise and let unto the Lessee
the following described Premises, to wit:
Approximately 9,071 square feet of offices, storage, and light
electronic fabrication space in Lessor's Building 3 located at 0000 Xxxxxx-Xxxxx
Xxxx, Xxxxxx, Xxxx 00000. Additional office space in the same building may be
added during the term of the lease as described in Paragraph 3(d).
TO HAVE AND TO HOLD the same with the appurtenances, thereunto belonging
unto the said Lessee for and during the term of three (3) years beginning on the
1st day of December 1996 and ending on the 30th day of November 1999.
BASE MONTHLY RENT: Yielding and paying therefore, payable in monthly
installments, as follows:
twelve payments of nine thousand seven hundred eighty ($9,780)
due in advance on the fist day of each month commencing 1
December 1996 through 1 November 1997; twelve payments of ten
thousand ($10,000) due in advance on the first day of each month
commencing with 1 December 1997 through November 1998; twelve
payments of ten thousand two hundred and twenty-five ($10.225)
due in advance on the first day of each month commending with 1
December 1998 through 1 November 1999.
SECURITY DEPOSIT: No security deposit is required for this lease.
Previous security deposit of six thousand dollars ($6,000) is applied to
December 1996 Rent, making December 1996 rent $3,780.00.
COVENANTS OF LESSEE:
1. And said Lessee does hereby covenant and agree with said Lessor
that it will:
(a) pay said rent at the times and place in the manner
aforesaid;
(b) arrange for Lessee employees to have proper DoD security
clearances in conformance with UES facility security
procedures. All security activities will be coordinated
through the UES Security Officer. All Lessee visitors in
Building 3 will be subject to UES visitor control.
(c) conform to entry and exit procedures established by UES
and their building security contractor;
(d) use and occupy said premises in a careful and proper
manner;
(e) make no alterations, changes in interior design and
colors, or additions in or to said premises;
(f) by execution of this Lease accept and agree to abide by
the building and parking area rules and regulations;
(g) throughout the term of this lease and any renewal or
extension thereof, at its expense, keep the interior of
the demised premises and fixtures in good condition.
Lessor, at its sole discretion, shall repair all damage
or injury to the premises and fixtures resulting from the
carelessness, omission, neglect or other cause of Lessee,
it servants, employees, agents, visitors or licenses and
the cost thereof shall become collectible as additional
rent hereunder and shall be paid by Lessee within the 10
days after presentation of statement thereof. Lessee
shall not perform acts or carry on any practices which
may injure the building or the premises, to be a nuisance
or menace to other tenants in the building in which the
demised premises are a part;
(h) be responsible to comply with all EPA regulations
regarding the storage and disposal of hazardous materials
and chemicals and remove all such material at end of
lease;
(i) promptly surrender the demised premises at the end of the
term provided for above.
COVENANTS OF LESSOR:
2. And the Lessor on its part covenants and agrees with the Lessee that
it will:
(a) provide all utilities including heat, light, and
electrical power for use by the Lessee (telephone
equipment and service will not be provided by Lessor);
(b) provide UES dumpster for waste removal;
(c) maintain the demised premises in good repair and
tenantable condition during the continuance of this
Lease, expect in case of damage arising from the
negligence of the Lessee or its agents or employees;
(d) provide fire and hazard insurance for the leased offices
(but not including any furniture, equipment, or other
property of the lessee) and provide liability coverage
for the leased office space and premises, the lessee
employees and invited guests against injury or loss
caused by hazard or lessor neglect arising out of
occupancy of the leased facility;
(e) provide use of rest rooms, vending machines, lobby,
package receiving, electrical room for generator, limited
use of janitor's room, and conference areas on a
non-interference basis with scheduled UES activities (in
the case of conflicts in schedule conference facilities,
UES requirements will have priority but alternative
facilities will be provided);
(f) provide one unassigned parking space in the rear of
Building 3 for each 200 square feet of leased space and
Lessee visitor parking as available;
(g) provide receptionist and visitor control services in the
main Building 3 lobby;
(h) provide building modifications in accordance with Lessee
specifications to add interior doors and hardware for
ability to lock Lessee's space, to screen fabrication
area form hallway and design area, and to add up to four
offices at Lessee's request during the lease term;
(i) provide, subject to Lessee reimbursement for cost,
installation of additional electric circuits and outlets
and access to Lessor postage meter;
(j) provide up to one hundred fifty (150) square feet of
space for conformal coating and P.C. board cleaning in
Building 2.
MUTUAL COVENANTS
3. It is mutually agreed by and between the Lessor and the Lessee that:
(a) if Lessee shall pay rent as herein provided, and shall
keep, observe and perform all of the other covenants of
this Lease by it to be kept, performance and observed,
the Lessee shall and may, peaceably and quietly, have,
hold and enjoy the said premises for the term aforesaid;
(b) upon notice at least sixty (60) days prior to the
termination of the lease, Lessee may elect to extend the
lease for an additional two (2) years under the same
terms and conditions except the monthly payments may be
increased by up to four percent (4.0%) to cover any
increased in the cost of Lessor's rent payments,
utilities, maintenance, insurance, and taxes.
(c) upon seven (7) day written notice, the Lessor will
provide janitorial services for the leased space for an
increase in the monthly rent payments of five (5) cents
per square foot of rented space.
(d) upon sixty (60) day written notice, the Lessor will
provide similar additional non-contiguous office space in
the same building up to a total additional leased space
of two thousand five hundred (2,500) square feet
(calculated by adding this useable space and a 17 percent
uplift factor for common areas) at the rental rate
specified above;
(e) if requested additional rental space cannot be provided
by the Lessor within the required notice period, the
Lessee may terminate this lease without penalty;
(f) any notice, demand, request, or other instrument which
may be or are required to be given under this Lease shall
be delivered in Person or sent by United States Certified
Mail, postage prepaid, and shall be addressed (1) if to
the Lessor, at the address first hereinabove given or at
such other address as the Lessor may designate by written
notice, and
(2) if to the Lessee, attention:
Engineering Development Labs, Inc.
ATTN: Xxxxxx X. Xxxxxxxx
0000 Xxxxxx-Xxxxx Xxxx
Xxxxxx, Xxxx 00000
or any such other address as the Lessee shall designate
by written notice:
(g) this lease supersedes any previous lease between the two parties and
all obligations of either party under any previous lease are hereby canceled.
LESSOR: LESSEE:
UES, Inc. Engineering Development Labs, Inc.
/s/Xxxx X. Xxxxxxxxx /s/Xxxxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxx
Vice President, Finance Executive Vice President
ADDENDUM TO LEASE AGREEMENT
26 NOVEMBER 1996
This agreement serves as an addendum to the 26 November 1996 lease agreement
between UES, INC. and Engineering Development Labs, Inc. (EDL)
The lessee hereby increases its rental space comprising of offices at the UES
complex in Building 2, Xxxx 00 xxx Xxxxxxxx 0, Xxxx 000. According to the terms
of the lease, the additional rent will be $300.00 per month. Total monthly rent
will be $10,080.00.
The term of the addendum will be 1 November 1997 through the 30th day November
1997. On 1st December 1997, you rent will increase to $10,300.00, in accordance
your original lease dated 26 November 1996. On 1st December 1998, in accordance
with your original lease, your rent will increase to $10,525.00. All payments
are to be made in advance of each month.
LESSOR: LESSEE:
UES, INC. ENGINEERING DEVELOPMENT LABS, INC.
------------------------ -----------------------------------
/s/Xxxx X. Xxxxxxxxx /s/Xxxxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxx
Vice President, Finance Executive Vice President
