Exhibit 10.6
STATE OF GEORGIA
COUNTY OF FULTON:
RENTAL AGREEMENT
THIS RENTAL AGREEMENT, (hereinafter
referred to as “Agreement”), is made and entered into
as of this February 7, 2006, (hereinafter referred to as the
“Effective Date”), by and between the Board of
Regents of the University System of Georgia by an on behalf of the
Georgia Institute of Technology/Advance Technology Development
Center , (hereinafter referred to as “Landlord”),
whose address for purposes of this Agreement is 75 Fifth Street,
NW, Suite 100, Atlanta, Georgia 30308 and, CardioMems, Inc ,
(hereinafter referred to as “Tenant”), whose address
for purposes of this Agreement is 311 Ferst Drive, NW, Suite
L1325,1370,L1332,L1335,L1328, Atlanta, GA 30332.
WITNESSETH:
PREMISES
1. For and in consideration of the
rental, terms, provisions and conditions hereinafter set forth to
be kept and performed by Tenant, Landlord hereby rents unto Tenant,
and Tenant hereby takes and hires from Landlord, upon the terms,
provisions, and conditions hereinafter set forth, the following
described real property (hereinafter referred to as
“Premises”):
Suite
L1325,1370,L1332,L1335,L1328 2756.48
square feet of office space and lab space
in the buildings known as the
Advanced Technology Development Center located 311 Ferst Dr., N.W.,
on the campus of the Georgia Institute of Technology, Atlanta,
Georgia. Tenant shall have reasonable access to restrooms,
conference rooms, and loading dock facilities on a first-come,
first-serve basis. A conference room calendar will be maintained at
311 Ferst Dr., NW, , Atlanta, Georgia 30332.
USE OF PREMISES
2.1 Tenant shall use the Premises
solely for the purposes of Tenant must obtain the prior written
approval of Landlord for any other use of the Premises. At
Tenant’s own expense, Tenant shall promptly comply with all
building code and other requirements of any local, state or federal
law or regulation required by Tenant’s occupancy of the
Premises.
2.2 Tenant shall not (i) use
the Premises for any illegal purpose, nor for any purpose that is
injurious to the health, safety, and welfare of the public or that
may jeopardize Tenant’s insurance coverage of the Premises;
or (ii) commit, or suffer to be committed, any waste in or on
the Premises; or (iii) create or permit any nuisance in or on
the Premises. Tenant hereby covenants to Landlord that no hazardous
substances, as defined by any federal, state, or local law, will be
used or generated on the Premises without prior written notice to
Landlord and without strict compliance with all local, state, and
federal laws and regulations regarding the same.
2.3 Tenant accepts the demised
premises in their present condition and as suited for the use
intended by Tenant.
RENTAL TERM
3.1 The Rental Term of this
Agreement shall be ninety (90) days commencing on
March 1, 2006.
3.2 Ten days prior to the expiration
of the current term, the Rental Term shall be automatically renewed
for an additional ninety 90(ninety) days unless termination
notification is provide by the Landlord or by the
Tenant.
3.3 At any point in the initial or subsequent
Rental Terms, the Landlord may give 90(ninety) days notice of lease
termination or Tenant may give 60(sixty) days notice of lease
termination without penalty.
RENTAL
4.1 For and as rental for the
Premises, Tenant agrees to pay Landlord, on or before the first day
of each month of the term of this Agreement, a monthly rental of
$5024.44 ($5024.44 dollars) , calculated upon the following
formula, and to keep and perform each and every provision of this
Agreement required to be kept and performed by Tenant, each of
which shall constitute rental for the Premises.
$22.00 for Lab and $21.00 for
office per square
foot per year for 2756.48 square feet of office
space
4.2 Tenant shall pay to Landlord
promptly all rent, and all other charges as provided by this
Agreement, as the same become due and payable without offset,
deduction, notice or demand. If such sums are not paid within five
(5) days of the due date of such sum, Tenant shall pay to
Landlord, as additional rent, a late fee of $100.00. If rent is not
received by the 15 th of the month, a charge equal to
1.5 per cent of such overdue sum shall be incurred. If any
check delivered by Tenant to Landlord is dishonored, Tenant shall
pay to Landlord a charge equal to the maximum amount lawfully
charged for dishonored checks. Any payment made by a dishonored
check shall be deemed to be late. Returned checks may not be
redeemed by a personal check, but must be redeemed by cash,
cashier’s check, certified check or money order. All charges
under this section 4.2 shall be deemed to constitute additional
rent due and payable upon notice from Landlord to Tenant, and
Landlord shall have all the rights and remedies with respect
thereto as Landlord has for the nonpayment of rent.
4.3 Checks shall be made payable to
the Georgia Institute of Technology and shall be sent to the
attention of the, Advanced Technology Development Center, 75
Fifth Street, NW, Suite 100,Atlanta, Georgia 30308 .
SECURITY DEPOSIT
5.1 As security for the full and
faithful performance by Tenant of each and every one of its duties
and obligations under this Agreement, Tenant agrees to deposit with
Landlord on the date hereof, and to maintain at all times with
Landlord during the entire term of this Agreement, a security
deposit in cash in an amount equal to one month’s
rental.
5.2 Upon default by Tenant of any of
its obligations under this Agreement, not cured within fifteen
(15) days of the date of such written notice of default,
Landlord may use, apply or retain the whole or any part of the
security deposit for the payment of any rent in default, or for any
expenditure made by Landlord by reason of Tenant’s default of
any of Tenant’s obligations of this Agreement, including, but
not limited to, any damages or deficiency due to reletting of the
Premises, whether such damages or deficiency accrue before or after
summary proceedings or other reentry by Landlord. In the event
Landlord uses, applies, or retains the whole or any part of
Tenant’s security deposit, Tenant shall pay to Landlord
immediately such amount that will fulfill Tenant’s obligation
hereunder to maintain at all times a security deposit equal to one
month’s rental.
5.3 If upon the termination of this
Agreement, Tenant shall have kept all of its duties and obligations
hereunder, Landlord shall return to Tenant all the security so
deposited with Landlord.
PARKING
6.1 Landlord shall provide to
Tenant at Tenant’s expense parking decals for employees in a
lot in close proximity to the building.
6.2 Tenant shall comply with all
parking rules and regulations of the Georgia Institute of
Technology, including the registration of all vehicles of Tenant
used on the Georgia Institute of Technology campus, at
Tenant’s expense.
TENANT BUSINESS RECORDS
7. Immediately following the end of
every fiscal year, during the term of this Agreement (unless
specified otherwise), Tenant shall provide to Landlord the
following information, which shall be treated by Landlord as
confidential and proprietary to the extent allowed by applicable
law(note:a,b, and c are only required for ATDC Member
Companies):
a. Current business plan.
b. Financial statements including
balance sheet and income statement. This information shall be
provided at the end of each quarter during Tenant’s fiscal
year.
c. Statement of ownership of
company, including number of shares of stock, by class, held by
each owner.
d. Employment data for the
following;
i. Number of employees
ii. Names of employees.
iii. Names of members of boards of
directors.
iv. Tag number of all employee
vehicles that are registered with the Georgia Institute of
Technology for parking.
UTILITIES
8.1 Landlord shall be responsible
for the payment of all utility bills for normal office use of the
Premises by Tenant, including water, sewer, natural gas. Normal
office use of electricity shall include use of computer terminals,
desk calculators, and lab testing equipment using not more than 110
volts, 15 amps power. Landlord retains the option to meter
separately or to estimate any utility usage in excess of normal
office use, and Tenant shall be exclusively responsible for payment
of the such excess usage. Tenant shall be solely responsible for
obtaining, maintaining, and paying for telephone service for the
Premises.
8.2 Heating, ventilating and air
conditioning systems shall be kept operating by Landlord during
normal business hours Monday through Friday.
8.3 Landlord shall provide a garbage
receptacle and garbage pick-up at Landlord’s expense.
Landlord shall provide janitorial service for the
Premises.
8.4 Landlord’s obligations
under this paragraph 8 are subject to reduction depending upon the
availability of funds appropriated for the purposes
herein.
MAINTENANCE AND REPAIRS
9.1 Landlord agrees to maintain and
keep in good repair the roof, foundations, and exterior walls of
the building in which the Premises are located, and the structure
of the walls surrounding the Premises, exclusive of any repairs
made necessary by the actions of Tenant or Tenant’s agents,
employees, or invitees.
9.2 Landlord gives to Tenant
exclusive control of the Premises and shall not be required to
supply any maintenance or repair to or for the Premises or to
inspect the same. Tenant shall report promptly to Landlord all
items which Tenant contends Landlord is under a duty to provide
maintenance and repair.
9.3 Tenant shall not make
improvements or alterations to the Premises without the prior
express written consent of Landlord, which consent will not be
unreasonably withheld. Any such improvements or alterations
approved by Landlord must comply with all existing federal, state,
and local laws and must be maintained and
repaired by Tenant. Upon the expiration or
termination of this Agreement, all improvements or additions placed
in or erected on the Premises by Tenant, whether or not affixed or
attached to the Premises, shall vest in and become the property of
Landlord, without further notice, action taken, or instrument
executed; provided, however, Tenant may remove all of
Tenant’s personal property from the Premises on or before the
expiration or termination of this Agreement. Tenant shall repair
all damage to the Premises resulting from the removal of
Tenant’s personal property. Tenant agrees that all of
Tenant’s personal property in or on the Premises is located
there at Tenant’s risk and Landlord shall not be liable for
any damage thereto or loss thereof.
9.4 Any property acquired by Tenant
through Landlord or acquired by Landlord for the use of Tenant
shall become and remain the property of Landlord and shall not be
removed by Tenant, or its employees, agents, licensees, or
invitees, from the Premises.
9.5 Landlord’s obligations
under this paragraph 9 are subject to reduction depending upon the
availability of funds appropriated for the purposes
herein.
INSPECTION
10. Tenant shall permit Landlord,
its agents and employees, without prior notice, to enter into and
upon the Premises at all reasonable times for the purpose of
inspecting the Premises and making any necessary repairs or
alterations to electrical wiring, heating and cooling systems, or
plumbing, and other similar repairs and alterations.
INSURANCE AND INDEMNITY
11.1 Indemnification
Agreement:
Tenant hereby waives, releases,
relinquishes, discharges and agrees to indemnify, protect, save
harmless, the Georgia Institute of Technology, the Board of
Regents, the State of Georgia and its departments, agencies and
instrumentalities (including the State Tort Claims Trust Fund, the
State Authority Liability Trust Fund, the State Employee Broad Form
Liability Fund, the State Insurance a
