LEASE AGREEMENT
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1. PARTIES. This Lease dated Aug. 28th, 2001, is made by and between PITTSBURGH
PROPERTIES, LTD. an Ohio Limited Partnership (herein called "Lessor") with
offices at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, and XRG, INC., a
Delaware corporation (herein called "Lessee").
2. PREMISES. Lessor does hereby lease to Lessee certain space (Premises), known
as Suite 614 (as shown on attached Exhibit A), 000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX
00000.
Said Lease is subject to the terms, covenants and conditions herein set
forth and the Lessee covenants as a material part of the consideration for this
Lease to keep and perform each and all of the said terms, covenants and
conditions by it to be kept and performed.
3. TERM. The Term of this Lease shall be for five (5) years commencing September
1, 2001 and ending August 31, 2006. It is agreed that this Lease shall continue
thereafter from year to year on the same terms and conditions, except that the
monthly rent shall be increased by five (5%) per cent over that amount to be
paid during the last calendar month of the preceding term, unless either Lessor
or Lessee elects to terminate this Lease by delivering written notice to the
other not less than ninety (90) days before the end of any term.
4. RENT. During the term of this Lease Lessee agrees to pay, in lawful money of
the United States, the following rent:
From September 1, 2001 to and including November 30, 2001, $100.00 per month.
From December 1, 2001 to and including August 31, 2004, $1,031.00 per month.
From September 1, 2004 to and including August 31, 2006, $1,084.00 per month.
All rent shall be due and payable on the first day of each and every month.
All payments shall be made payable to PITTSBURGH PROPERTIES and mailed to
PITTSBURGH PROPERTIES, XX Xxx 000000, Xxxxxxxx, XX 00000-0000.
5. LATE CHARGE. All rents not received by the fifth (5th) day of each month, or
any invoice for other charges not paid when due, must be accompanied by a late
charge of ten percent (10%) of said payment, which payment shall be additional
rent and shall be due without demand.
6. SECURITY DEPOSIT. Lessee has deposited with Lessor the sum of Three Thousand
Two Hundred Fifty Two Dollars ($3,252.00). After the end of each of the first
two years of this lease term, Lessor will credit back to Lessee as a rent credit
$1,084.00 if no default has occurred on Lessee's part during the preceding year.
The remaining sum shall be held by Lessor as security for the faithful
performance by Lessee of all the terms, covenants, and conditions of this Lease
to be kept and performed by Lessee during the term hereof, and may be applied by
Lessor, in the event of Lessee's default, to any damage suffered by Lessor as
the result of Lessee's default. If Lessor uses, applies or retains all or any
part of the security deposit due to a default by Lessee, Lessee will within five
(5) days after written demand therefore, deposit sufficient funds with Lessor to
restore the security deposit to its original amount.
7. TAXES, INSURANCE, AND INCREASES FOR OPERATING EXPENSES.
During the Lease term and any renewal term, Lessee shall pay, as additional
rent, Eighty Dollars ($80.00) per month for Lessee's share of Taxes and
Insurance.
During the Lease term and any renewal term, Lessee shall pay his
proportionate share of any increases in operating expenses of the Building over
the base year 2000. Operating Expenses shall include any and all costs and
expenses (except insurance, and real estate taxes) paid or incurred by Lessor in
connection with the operation, management, or maintenance of the Building. The
operating expenses for each calendar year shall be compared annually with the
operating expenses for the base year and any increase over the operating
expenses for the base year shall be apportioned in the ratio of the net rentable
area leased by Lessee to the total net rentable area in the Building. Lessee's
proportionate share of such increases is 1.3%, and shall be paid within thirty
(30) days after the notice from Lessor.
Lessee shall pay a monthly estimate prepared by Lessor and adjusted from
time to time as Lessor deems appropriate, towards the amounts due in this
Article and said estimate shall be considered additional rent. An annual
reconciliation of Operating Expenses shall be forwarded to Lessee indicating any
credit due Lessee or any additional monies owed to Lessor by Lessee.
8. USE. Lessee shall use the Premises for general business purposes and shall
not use or permit the Premises to be used for any other purpose without the
prior written consent of Lessor.
9. COMPLIANCE WITH LAW. Lessee shall not use or permit the Premises to be used,
for any purpose which will in any way conflict with any law, statute, ordinance,
rule or regulation of any duly
constituted authority, or which will. in Lessor's opinion, adversely affect the
rentability or reputation of the Building.
10. ALTERATIONS AND ADDITIONS. Lessee shall not make any alterations, additions
or improvements to the Premises or any part thereof without the written consent
of Lessor.
11. REPAIRS
11a. By taking possession of the Premises, Lessee accepts the Premises as
being in good condition and repair. Lessee shall, at Lessee's sole cost and
expense, keep the Promises in good condition and repair, damage from causes
beyond the reasonable control of Lessee and ordinary wear and tear excepted.
11b. Lessor shall maintain and repair the structural portions of the
Building, all common areas of the Building, and the air conditioning, heating
and electrical systems installed or furnished by Lessor, unless such maintenance
and repairs are caused in part or in whole by the act, neglect, fault or
omission of any duty by the Lessee, its agents, employees or invitees.
12. LIENS. Lessee shall keep the Premises and the property in which the Premises
are located free from any liens arising out of any work performed, materials
furnished, or obligations incurred by Lessee.
13. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this Lease and shall not
sublet the Premises or any part thereof without the written consent of Lessor.
It shall be a condition to any consent by Lessor to an assignment or subletting
that Lessee shall accompany such request with a certified check in the amount of
Two Hundred Dollars ($200.00) to reimburse Lessor for administrative and legal
expense for the review and preparation of necessary documents.
14. TRANSFER OF LESSEES. In the event the Premises leased to Lessee are less
than 2,000 square feet in area, Lessor reserves the right, at its option and
upon giving not less than thirty (30) days written notice to Lessee, to transfer
and remove Lessee from Premises to other space of substantially the same size
and rent in the Building. Lessor shall bear all reasonable costs of said removal
and transfer. Lessee may elect not to accept said transfer, in which case, this
lease 'shall terminate and both Lessee and Lessor shall be released from further
liability.
15. HOLD HARMLESS. Lessee shall indemnify and hold Lessor harmless against and
from any and all claims, including attorney fees arising from Lessee's use or
occupancy of the Premises.
16. SUBROGATION. As long as their respective insurers so permit, Lessor and
Lessee hereby mutually waive their respective rights of recovery against each
other for any loss insured by fire, extended coverage or other property
insurance policies existing for the benefit of the respective parties.
17. LIABILITY INSURANCE. Lessee shall maintain in full force and effect, during
the term of this Lease or any extension thereof, public liability insurance for
its own protection and for the protection of Lessor against injuries, accidents
or causes of action of every nature and kind whatsoever which are normally
covered by "owner-tenant" liability insurance that may arise from the use and
occupation of, in and about the Premises, by Lessee, Insurance shall be with
limits of not less than one million dollars ($1,000,000.00) inclusive of all
injuries or death to persons and damage to property of others arising from any
one occurrence. Lessor and Lessee shall be named as insured in the policies or
certificates of such coverage.
18. SERVICES AND UTILITIES. Provided that Lessee is not in default hereunder,
Lessor agrees to furnish to the Premises during normal business hours on
generally recognized business days, as determined by Lessor at his sole
discretion, electricity for normal lighting and fractional horsepower office
equipment, heat and air conditioning as required in Lessor's judgement, and
janitorial service.
Lessor shall also maintain the elevators and common areas in the Building of
which the Premises are a part. Lessee shall not be entitled to any reduction of
rent or to damages by reason of Lessor's failure to furnish any of the foregoing
when such failure is caused by accident, breakage, repairs, or labor disputes of
any character, or by any other cause beyond the reasonable control of Lessor.
19. RULES AND REGULATIONS. Lessee shall faithfully observe and comply with all
rules and regulations that Lessor shall from time to time promulgate and are
currently as follows:
a. Lessee agrees that it, its employees, agents, patrons and invitees will not:
1. Obstruct sidewalks, entrances, passages, elevators, vestibules,
stairways, corridors or halls.
2. Cover or obstruct windows or doors or place any item or article on
window xxxxx or convectors.
3. Attach or install any sign, notice, or lettering on any part of the
Premises or Building, without Lessor's approval.
4. Bring into or keep in the Building, bicycles or other vehicles, animals
or birds of any kind, or permit the use of any part of Premises for cooking or
sleeping.
5. Bring into or keep in the Building any inflammable, combustible or
explosive material or do anything which will increase the danger of fire, make
void or voidable any insurance on Building, or result in any increased premium
for such insurance; or permit any objectionable odors to emanate from Premises.
6. Disturb or interfere with the other occupants of Building by any means
or in any way,
7. Place additional locks or bolts on doors or windows or change existing
locks or bolts or the mechanism thereof.
8. Move furniture, equipment, or supplies into or out of Promises, without
the prior written consent of Lessor.
9. Advertise in any way which, in Lessor's opinion, tends to impair the
reputation of Building or its desirability as an office building.
20. HOLDING OVER. Any holding over after the expiration of the term hereof shall
be construed as a tenancy from month to month at a minimum rental of one and
one-half (1-1/2) times the monthly minimum rent for the month immediately
preceding such holdover, and shall otherwise be on the terms and conditions
herein before specified.
21. ENTRY BY LESSOR. Lessor shall at any and all times have the right to enter
the Premises to inspect the same, perform or supply any services to be provided
by Lessor, and to submit said Premises to prospective purchasers or tenants.
Lessor shall at all times have a key to the Premises.
22. RECONSTRUCTION. In the event the Premises, or the Building of which the
Premises are a part, are damaged by fire or other perils Lessor shall have the
option; (1) to repair or restore such damage, this Lease continuing in full
force and effect, but the rent to be reduced in proportion to the damage to the
Premises, or (2) give notice to Lessee at any time within (60) days after such
damage terminating this Lease as of the date specified in such notice, which
date shall be no less than thirty (30) and no more than sixty (60) days after
the giving of such notice.
23. DEFAULT. The occurrence of any one of the following events shall constitute
a default and breach of this Lease by Lessee.
23a. The vacating or abandonment of the Premises by Lessee.
23b. The failure by Lessee to pay when due the rent or any other payment.
23c. The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease.
23d. The making by Lessee of any general assignment or general arrangement
for the benefit of creditors, or the filing by or against Lessee of a petition
to have Lessee adjudged bankrupt, or a petition for reorganization under any law
relating to bankruptcy.
24. REMEDIES IN DEFAULT. In the event of default by Lessee, Lessor may:
24a. Enter the Premises, with or without legal process, and again possess
and enjoy the same as if this Lease had not been made, and the entire amount of
unpaid rent due or thereafter to become due hereunder shall, without further
notice or other action on the part of Lessor, accelerate and immediately become
due and payable.
24b. Terminate Lessee's right to possession of the Premises by any lawful
means, in which case this Lease shall terminate and Lessee shall immediately
surrender possession of the Promises to Lessor.
24c. Maintain Lessee's right to possession, in which case this Lease shall
continue in effect.
25. EMINENT DOMAIN. If any portion of the Building of which the Promises are a
part shall be taken or appropriated by any public or quasi-public authority
under the power of eminent domain, Lessor shall have the right, at its option,
to terminate this Lease, and Lessor shall be entitled to any and all income,
rent or award of any kind which may be paid or made, and Lessee shall have no
claim against Lessor for the value of any unexpired term of this lease.
26. NOTICES. All notices to be given by either party to the other hereunder
shall be in writing. Notices to the Lessee shall be sent by United States mail,
postage prepaid, addressed to the Lessee at the Premises, or to such other place
as Lessee may from time to time designate. Notices to the Lessor shall be sent
by United States mail, postage prepaid, addressed to the Lessor at Pittsburgh
Properties, Ltd., 00 X. Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000, or to
such other person or place as the Lessor may from time to time designate.
27. BROKERS. Lessee warrants that it has had no dealings with any real estate
broker or agents in connection with the negotiation of this Lease and it knows
of no other real estate broker or agent who is entitled to a commission in
connection with this Lease. The agent representing the owner of the real estate
is exclusively representing the owner of the real estate.
28. WAIVER AS TO LOSS OR DAMAGE. Lessor shall not be liable for the loss of or
damage to any property of Lessee or of others by theft or otherwise, nor for any
injury to Lessee, its employees, agents, or invitees.
29. LESSOR'S ALTERATIONS. Provided this Lease is fully executed by August 30,
2001, Lessor shall promptly schedule the following alterations as soon as
reasonably possible after this lease has been fully executed:
o Build the doorway(s)and install the door(s) as shown on the attached
Exhibit B
o Replace damaged ceiling tile throughout suite.
o Clean entire suite.
o Replace brass colored door plates on two (2) doors as shown on the
attached Exhibit B.
o Install building standard mail slot on the door as shown on the
attached Exhibit B.
o Make existing ceiling lights operable and replace lenses as needed.
o Replace any nonfunctioning light tubes and ballasts.
30. TELECOMMUNICATIONS. Lessee shall, during the term of this Lease and any
Renewal thereafter, satisfy its dial tone, long distance and broad band service
needs by contracting with North Pittsburgh Systems, Incorporated or one of its
subsidiaries, as long as the pricing of the above services provided by North
Pittsburgh Systems, Incorporated is equal to or less than that of Xxxx Atlantic.
31. TRIAL BY JURY. Lessor and Lessee each hereby waives its right to a jury
trial of any issue or controversy arising under this Lease.
32. TERMINATION CLAUSE. If Lessee is in default of this Lease, Lessor shall have
the right to terminate this Lease by delivering a written thirty (30) day notice
to Lessee.
33. RIGHT OF FIRST REFUSAL. Lessor shall not enter into a Lease for either Suite
608 or 609 with any party other than Lessee without first offering said Suite to
Lessee. In the event that Lessee and Lessor do not agree upon the terms and
conditions of a Lease covering either Suite 608 or 608, within seven (7) days
after Lessor offers said Suite to Lessee, Lessor shall be free to lease either
Suits 608 or 609 to others. Lessor shall be free to lease either Suite 608 or
609 to others without offering said Suite to Lessee anytime after August 31,
2006.
IN TESTIMONY WHEREOF, the parties have executed duplicate counterparts of this
Lease.
Signed and acknowledged LESSOR: PITTSBURGH PROPERTIES, LTD.
in the presence of:
---------------------- BY:_______________________________
Witness
Signed and acknowledged LESSEE: XRG, INC.
in the presence of:
BY:________________________________
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Witness
ADDENDUM TO LEASE AGREEMENT
The following provision is hereby added to and made a part of the Lease
Agreement consummated between XRG, INC., Lessee and PITTSBURGH PROPERTIES, LTD.,
Lessor.
GUARANTY OF PERFORMANCE
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INTENDING TO BE LEGALLY BOUND, AND IN CONSIDERATION OF THE LEASE AGREEMENT WITH
LESSEE, the undersigned, jointly and severally, hereby guarantee the faithful
performance of all of the terms, covenants, and conditions of this Lease
Agreement by Lessee, and guarantee, payment in full of all sums that may become
due and owing Lessor by Lessee. This Guaranty shall remain in effect throughout
the term of this Lease and any continuation or renewal thereof and so long as
Lessee may owe any sum to Lessor. The liability of the undersigned shall be
continuing absolute and unconditional and Lessor shall not be required to
exercise remedies against Lessee before proceeding against the undersigned.
Lessor shall notify the undersigned if Lessee shall breach this Lease Agreement.
The Lessor may not enforce the provisions of this Guaranty unless and until the
default or breach shall not be cured within five (5) days after such notice.
IN WITNESS WHEREOF, we have set our hands at Pittsburgh, Pennsylvania on
the 28th day of August 2001.
BY:________________________________
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Witness
