LEASE AGREEMENT
THIS LEASE is made and entered into this 1st day of August
2006 by and between Allegheny Homes, LLC whose principal
address is P.O. Box 38356, Pittsburgh, Pa 15238 (hereinafter)
referred to as "Landlord").
AND
Altamira Instruments, Inc., a Delaware Corporation, whose
principal address is 149 Delta Drive, Suite 200,
Pittsburgh,Pa. 15238 (hereinafter referred to as "Tenant")
1. DISMISSED
PREMISES: Landlord hereby leases to Tenant an
area
containing approximately 6,560 s.f. of
office/warehouse/lab space (known currently as "Suite
200", and as currently leased by the same tenant for the
entire lease term.
2. TERM:
a.
The
term of this lease shall be for a period
of 60 months commencing as of August 1, 2006
and expiring at the end of the 60th full
calendar month thereafter.
b.
Provided Tenant is not in default hereunder,
Tenant shall have the right to renew the lease
for five (5) years at the prevailing market
rate as indicated by rentals charged for
similarly situated real estate with the RIDC
Park, not to exceed 135% of the initial base
rental rate. Tenant
must notify Landlord of
its intentions via written notice 180 days
prior to the lease termination.
3. RENT: Tenant
covenants and agrees to pay to Landlord at
P.O.
Box 38356, Pgh. Pa. 15238, or any other address as
specified by Landlord during the first two years of this
lease, as rent for the demised Premises an annual rental
of
$54,000.00 in monthly installments of $4,500.00. For
years three, four and five the annual rent will be
$56,400.00 in monthly installments of $4,700.00.
The
aforementioned rental shall be payable in advance in
monthly installments as stated herein. In the event any
installment of rent is
not paid on or before the fifth
(5th) day of the month, a monthly late charge of fifteen
(15%) percent of that installment of rent shall be due
and
payable by Tenant as additional rent.
4. SECURITY
DEPOSIT: The Tenant has paid $5,125.00 to the
Landlord as a deposit to the Landlord to stand as
security for the payment by the Tenant of any and all
present and future debts and liabilities of the Tenant to
the
Landlord and for the performance by the Tenant of all
its
obligations arising under or in connection with its
lease collectively hereinafter the "Obligations". In the
event the Landlord disposes of its interest in this
lease, the Landlord shall credit the deposit to its
successors and thereupon shall have no liability to the
Tenant. Subject to the
foregoing and to the Tenant not
being in default under this lease, the Landlord shall
repay the security deposit to the Tenant without interest
at
the end of the Term or sooner termination of the lease
provided that all obligations of the Tenant to the
Landlord are paid.
5. INSPECTION:
Tenant covenants and agrees to permit
Landlord or Landlord's authorized representative to enter
the
Premises for the inspection thereof, at any
reasonable time during normal business hours, and during
the
120 days prior to the expiration of Tenant's final
lease term, for the purpose of showing the same to
prospective tenants and/or purchasers. Landlord may
place signs on or about said premises to indicate that
same
are for sale or rent, which signs shall not be
removed or obliterated or hidden by Tenant. Landlord
shall further have the right to access to make such
repairs to the building, or any parts thereof, which
Landlord may deem desirable or necessary for the safety
or
preservation of the same.
6. BUILDING
EXPENSES: During the term of this lease and any
renewal thereof, Landlord shall be responsible for direct
payment of all operating costs associated with the
premises including electric, gas, water and sewer
consumption, real estate taxes, insurance, snow removal
and
landscaping.
7. ADDITIONAL
RENT: During the term of this lease, and any
extension or renewal thereof, Tenant shall pay within
thirty (30) days of billing by Landlord, as additional
rent, their pro-rata share of any increases after the
first base year of 2005, in real estate taxes, insurance
premiums, water, sewer, maintenance, lawn care and snow
removal expenses relating to the operation of the
building, at the option of the Landlord. If the Landlord
chooses to bill for such increases, Landlord shall
provide the bill within 60 days of such increases.
Landlord shall provide the bill within 60 days of such
increase and shall provide Tenant an accounting of such
increases.
8.
JANITORIAL/RUBBISH: Tenant shall be responsible for the
sole
cost of janitorial service and rubbish removal.
9. REPAIRS:
Landlord shall be responsible for the following
repairs:
(a)
Landlord shall deliver HVAC, electrical,
plumbing, and other systems to Tenant in good
working order upon lease commencement and
shall be responsible for repairs and
maintenance of same throughout this lease.
(b)
Landlord shall be responsible for the
maintenance, repair and/or replacement of the
roof, exterior walls, and structural
components of the building.
(C))
Tenant
shall be responsible for all routine
maintenance and upkeep to the Premises.
However, in no event shall Landlord be required to make
any
repairs or replacements caused by the acts,
omissions, or negligence of Tenant, its agents, servants,
employees, contractors, business invitees, and persons
making deliveries to the demised Premises.
10. ALTERATIONS:
Tenant shall not make any alterations,
additions or improvements to the demised Premises without
the
prior written consent of Landlord, which consent
shall not be unreasonably withheld.
11. AMERICANS WITH
DISABILITIES ACT: Landlord makes no
representation that the Premises are in compliance with
the
Americans With Disabilities Act, any regulations
promulgated thereunder or any similar state or local
regulatory scheme.
Tenant assumes full liability and
responsibility for any alterations necessary to render
the
Premises to compliance with such laws.
12. FIRE OR OTHER
CASUALTY: If the building is damaged by
fire
or any other casualty to such an extent that the
cost of restoration, as
reasonable estimated by Landlord,
will
equal or exceed fifty (50%) percent of the
replacement value of the building(exclusive of
foundations) just prior to the occurrence of the damage,
then
Landlord may, within sixty (60) days of the date of
the
fire or other casualty, terminate the lease by notice
in
writing to Tenant.
Said termination shall be
effective on the last day of the month in which notice is
given or within ten (10) days of the date notice is
given, whichever date is later. Tenant shall surrender
possession of the demised Premises on the effective date
of
termination of the lease and prepaid and unpaid rent
and
additional rent shall be apportioned as of said date.
If
the cost of restoration as reasonably estimated by
Landlord shall amount to less than fifty (50%) percent of
said
replacement value of the building, or if despite the
cost
Landlord does not elect to terminate this lease,
Landlord shall restore the building with reasonable
promptness, subject to Force Majeure, as hereinafter
defined, and neither Landlord nor Tenant shall have the
right to terminate this lease. Landlord shall not be
required to restore the fixtures and improvements owned
or
installed by Tenant.
In
the event the demised Premises are rendered totally
unusable as a result of fire or other casualty, Landlord
shall not be required to restore or repair the demised
Premises but shall have the sole choice or option to do
so
and shall notify Tenant of Landlord's choice or option
within sixty (60) days of the fire or other casualty. In
the
event Landlord elects not to restore or repair the
demised Premises, all rights and obligations of the
Landlord and Tenant hereunder shall cease and terminate
as
of the day of such fire or other casualty and prepaid
or
unpaid rent shall be immediately adjusted as of such
date.
In
any case in which the use of the demised Premises is
affected by any such damage, there shall be either an
abatement or an equitable reduction in rent depending on
the
period for which and to the extent the demised
premises are not reasonably useable for the purposes for
which they are leased hereunder. If the damage results
from
the fault of Tenant, or Tenant's agents, servants,
invitees or licensees, Tenant shall not be entitled to
any
abatement or reduction of rent, except to the extent,
if
any, that Landlord receives the proceeds of rent
insurance in lieu of rent.
13. INDEMNITY AND
INSURANCES: Landlord and Tenant each
covenant and agree that it will protect and save and keep
the
other party forever free and harmless and indemnified
against and from any and all claims on account of any and
all
losses, costs, damages or expenses arising out of any
failure of Landlord or Tenant in any respect to comply
with
and perform all the terms, conditions, covenants and
provisions in the within lease to be performed by such
party. Notwithstanding
the foregoing, Landlord and
Tenant shall not indemnify or hold harmless the other
party for any claims, loss, cost, damage and/or expenses
arising or resulting from any intentional act, negligence
or
omission of such other party. The parties'
obligations under this Paragraph are subject to the
Waiver of Subrogation set forth in Paragraph 28, hereof.
Tenant shall, during
the term of this lease and any
extension thereof, Tenant shall provide and maintain
comprehensive general public liability insurance insuring
Landlord and Tenant against all bodily injury or property
damage occurring on the Premises with limits of One
Million Dollars ($1,000,000.00) in respect to any one
occurrence with such deductibles as Tenant may
customarily carry in the conduct of its business.
Insurance hereof shall be written with a reputable
company or companies authorized to engage in the business
of
general liability insurance in the Commonwealth of
Pennsylvania. Policies
of insurance issued by said
companies shall name the Landlord as an additional
insured. Tenant shall
furnish Landlord, at least fifteen
(15)
days prior to the commencement of the term of this
lease, and thereafter at least fifteen (15) days prior to
the
expiration of any policy, with customary insurance
certificate evidencing such insurance, which provided
that
Landlord shall receive at least fifteen (15) days
prior notice in writing of the cancellation of any such
insurance policy. In
the event Tenant fails to furnish
such
certificate, Landlord may, but shall not be required
to,
obtain such insurance and the premiums on such
insurance shall be deemed additional rental to be paid by
Tenant to Landlord upon demand.
Landlord shall maintain during the term of this lease all
risk
insurance insuring the building and property of
which the Premises are a part in an amount equal to the
replacement value thereof.
14. PROPERTY IN
DEMISED PREMISES: All personal property of
every kind or description that may at any time be in or
on
the demised Premises shall be at Tenant's sole risk or
at
the risk of other claiming under the Tenant and the
Landlord shall not be liable for any damage to said
property or loss suffered by the business or occupation
of
Tenant caused in any matter whatsoever.
At
the expiration of the term herein provided or any
renewals thereof, the Tenant may remove al the trade
fixtures, provided all the terms and conditions of this
lease have been fully performed by Tenant and rents
hereinbefore stipulated are paid in full and all damage
to
the demised Premises caused by the removal of said
trade fixtures is repaired. Subject to the foregoing,
all
alterations, leasehold improvements, and additions
affixed to the demised Premises installed by Tenant at
the
demised Premises shall remain upon the demised
Premises at the end of the term of the lease and shall
become the property of Landlord, except as may be set
forth on an exhibit to this lease, and which Tenant may
remove, without injury or defacement of the demised
Premises and provided all of the terms and conditions of
this
lease have been fully performed by Tenant and rents
hereinbefore stipulated are paid in full, and all damage
to
the demised Premises caused by the removal of said
items is repaired.
15. ASSIGNMENT AND
SUBLETTING: Tenant may not assign this
lease or sublet the whole or any part of the demised
Premises or permit any other person to occupy the whole
or
any part of the demised Premises without the prior
written consent of Landlord to Tenant, which consent
shall not be unreasonably withheld. Tenant shall provide
Landlord with all information reasonably requested to
enable Landlord to make an informed decision as to any
assignment or subletting, and Landlord shall inform
Tenant of its decision as to any assignment or
subletting, and Landlord shall inform Tenant of its
decision within a reasonable period of time after receipt
of
such information.
16. CONDEMNATION: If
the whole of the demised Premises shall
be
taken by any government or publ