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Exhibit 10.5
LEASE AGREEMENT
THIS
LEASE AGREEMENT, made this 8th day of June, 2005 by and between
Optium, Inc., a Delaware Corporation, (hereinafter referred to as
Tenant) and
Leo Palau, 804 Lakeview Drive, Maple Glen, PA 19002, (hereinafter
referred to as
Landlord).
WITNESSETH:
The
Landlord, for and in consideration of the prompt payment of the
rent
as specified in this Agreement as well as the performance of all of
the
covenants, promises and agreements contained in this Agreement upon
the part of
the Tenant does hereby demise and Lease to the Tenant and Tenant
does hereby
Lease from the Landlord the premises situate at 500 Horizon Drive,
Chalfont,
Bucks County, PA, comprising of approximately 36,403 square
feet.
I.
TERM
A.
TERM
The
term of this Lease shall be four (4) years commencing on November
1,
2005 (the Commencement Date) and terminating on the day prior to
the anniversary
of the Lease Commencement Date. In the event that Landlord is
unable to give
possession of the demised premises, as herein provided, by reason
of any cause
beyond the control of Landlord, the Landlord shall not be liable in
damages to
the Tenant therefore and during the period that Landlord is unable
to give
possession, all rights and remedies of both parties hereunder shall
be
suspended.
B.
TERMINATION
This
Lease shall expire at the end of the term as defined in
paragraph
I.A., provided that in the event that the Tenant shall for any
reason, fail to
vacate the Leased Premises at the expiration of the term of this
Lease, the
Tenant shall be deemed to be a "hold-over" Tenant and liable for
additional
rents provided in Paragraph II, Section E.
II.
RENT
A.
BASE
RENT
The
monthly rental payments shall be as follows:
<Table>
<S>
<C>
Year 1
$ 47,020.54 per
month
Year 2
$ 48,446.33 per
month
Year 3
$ 49,872.11 per
month
Year 4
$ 51,388.90 per
month
</Table>
Rental payments shall be payable at the offices of the Agent as set
forth
below.
B.
UTILITIES
Tenant shall be responsible for payment of all utility services
including
heat, water, sewer, electricity, air conditioning and gas (if
applicable). If
requested by Landlord, Tenant shall produce paid receipts for said
utilities
upon the demand of Landlord.
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PALAU/OPTIUM
JUNE 6, 2005
PAGE 2 OF 10
C.
TAXES AND CONDOMINIUM ASSOCIATION FEE
Landlord shall be responsible for and pay all real estate taxes
and
Condominium Association fees, as shall be in effect as of the
Commencement Date.
As additional rent under this lease, Tenant shall pay all increases
in the
amount of real estate taxes levied by the taxing authorities over
the taxes
levied at the Commencement Date, assuming the property has been
assessed as
completed. The 2005 County and Township Real Estate Taxes are
$13,353.00. The
2005 Real Estate School Taxes will be attached on Exhibit "A" when
the Real
Estate Tax bill is received from the taxing authority. Landlord
shall notify
Tenant of such increased amounts and the said additional rental
shall be due and
payable in a single payment with the rental payment due in the
month following
the notification of the increase in taxes. In addition, Tenant
shall pay any and
all increases in condominium fees as assessed by the Condominium
Association and
Landlord shall notify Tenant of such increases and such additional
rent shall
likewise be due and payable, in full for the period included in
such increase,
with the next installment of rent following such notification. The
Condominium
Association fees for 500 Horizon Drive is $31,200.00 annually or
$2,600.00 per
month.
D.
RENTAL PAYMENTS
All
rental payments shall be due and payable on or before the first
day
of each calendar month during the term of this Lease. In the event
that Tenant
shall not pay any payment of rent within five (5) days after the
due date, a
late charge of ten percent (10%) of the base rental payment and
additional
rental payment due shall be charged and payable with the next
rental payment.
E.
RENT
WHILE HOLDING OVER
In
the event that Tenant is classified as a hold-over Tenant pursuant
to
paragraph I.B. above, then in addition to the rents provided for
above, Tenant
shall pay an additional monthly rental of fifty percent (50%) of
the total
aforementioned rents.
III. RIGHTS AND
OBLIGATIONS OF TENANT
A.
USE
OF PREMISES
Tenant shall use the leased premises for office, engineering and
light
manufacturing purposes and no other purpose. Tenant shall be
responsible for the
acquisition of any and all permits for such use from any municipal
or
governmental authority or agency at its own cost and expense.
B.
FIXTURES AND EQUIPMENT
All
trade fixtures, equipment, appliances, decorations, etc.,
installed
by Tenant in the Leased Premises shall remain the sole property of
the Tenant,
provided, however, that Tenant shall repair any damages caused by
the removal of
such fixtures, equipment, appliances, decorations, etc., from the
Leased
Premises at the termination of this Lease as provided herein.
C.
WASTE AND NUISANCE
Tenant shall not commit or suffer to be committed any waste or
any
nuisance or other act or thing which may disturb the Landlord or
any other
person to whom the Landlord has any duty.
D. GOVERNMENTAL
REGULATIONS
Tenant shall at Tenant's sole cost and expense, without notice or
demand
from Landlord, comply with and faithfully observe all requirements
of all
municipal, county, state, federal and other governmental
authorities having
jurisdiction, now in force or which may hereafter be enforced,
pertaining to the
use of the Leased Premises.
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PALAU/OPTIUM
JUNE 6, 2005
PAGE 3 OF 10
E.
IMPROVEMENTS
Tenant shall not make any alterations, additions or improvements to
the
Leased Premises without the prior written consent of Landlord.
Consent for
non-structural alterations, additions, or improvements shall not be
unreasonably
withheld by Landlord. Tenant shall comply with all governmental
rules and
regulations in connection with such work, and shall prevent any
lien or
obligation from being created against or imposed upon the Leased
Premises and
will discharge all liens and charges for services rendered or
materials
furnished immediately after such liens occur or said charges become
due and
payable. Such alterations, additions or improvements shall become
part of the
real property and remain the property of Landlord on termination of
the Lease.
At
all times when any change or alteration is in progress, there shall
be
maintained, at Tenant's expense, Workmen's Compensation Insurance
in accordance
with the law, covering all persons employed in connection with the
change or
alteration, and general liability insurance of the mutual benefit
of Tenant and
Landlord, expressly covering the additional hazards due to the
change or
alteration.
F.
SIGNS
Tenant may not install any signs or posters on the exterior of
the
building in which the Leased Premises are located or at any other
location
adjacent to the said building or install, display or use any signs
except as
shall be permitted by the Landlord. Tenant shall comply with all
other rules and
regulations imposed by the Landlord or any municipal or other
authority
exercising jurisdiction over such matters. Tenant and Landlord
hereby agree that
Tenant will erect two (2) small directional signs within the
vicinity of 500
Horizon Drive. Tenant shall submit signs and location plans for
Landlord's
review and approval.
IV.
MAINTENANCE BY TENANT
Landlord shall be responsible for and maintain in good
operating
condition any and all heating, ventilation, and air-conditioning
equipment
servicing the Premises. Landlord shall pay for a preventive
maintenance contract
upon the air conditioning and heating unit servicing the demised
premises.
Tenant shall have the sole liability and responsibility for any
maintenance of the interior of the Leased Premises and the repair
and
maintenance of any fixtures or equipment contained therein,
excluding heating,
ventilation and air conditioning equipment.
Tenant shall provide complete janitorial services to the premises
at
least on a weekly basis and shall be responsible for the cost of
such services.
Landlord reserves the right to visit the premises at reasonable
times and
with reasonable notice.
Tenant shall not be responsible for any damage by fire elements
or
unavoidable casualty or other catastrophe cause to premises which
shall not be
due to the negligence of the Tenant, Tenant's employees, agents or
servants.
V.
INSURANCE AND INDEMNITY
A.
LIABILITY INSURANCE REQUIRED OF THE TENANT
Tenant, at its own expense, shall provide and maintain in force
during
the term of this Lease, liability and property damage insurance in
the amount of
One Million Dollars ($1,000,000.00) on a combined single-limit
basis, covering
Landlord as well as Tenant, with one or more responsible insurance
companies
duly authorized to transact business in Pennsylvania, listing
Landlord as an
additional insured and loss payee. Tenant shall furnish Landlord
with
certificates of all insurance required by this section. If Tenant
does not
maintain such insurance in full force and effect, Landlord may
notify Tenant of
such failure and if Tenant does not deliver to Landlord within ten
(10) days
after such notice, certification showing all such insurance to be
in full force
and effect, Landlord may at its option,
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PALAU/OPTIUM
JUNE 6, 2005
PAGE 4 OF 10
take out the necessary insurance to comply with the provisions
hereof and pay
the premiums on the items specified in such notice and Tenant
covenants thereon
on demand to reimburse and pay Landlord any amounts paid or
expended in the
amount of the insurance premiums required hereby and specified in
the notice,
with interest thereon at the rate of eight (8%) percent per annum
from the date
of such payment by Landlord until repaid by Tenant.
B.
FIRE
INSURANCE
Landlord shall maintain and keep in force and effect or cause to
be
maintained and kept in force and effect a policy of fire insurance
covering the
exterior of the premises of which the Leased Premises is a part and
Tenant shall
be responsible for fire insurance covering the Leased Premises and
contents,
with Landlord listed as loss payee as its interest appear.
C.
INDEMNIFICATION OF LANDLORD
Except for claims arising out of acts caused by the negligence of
the
Landlord or its representatives, Tenant will indemnify Landlord to
the extent
that the loss is not covered by insurance and save Landlord
harmless from and
against any and all claims, actions, damages, liability and expense
in
conjunction with the loss of life, an occurre
