Exhibit 10.17
LEASE
THIS INSTRUMENT OF LEASE made and entered into in Summit County, Ohio, this __
day of August, 2006, by and between Northern Ohio Property Management, LLC, and
Ohio limited liability company, hereinafter referred to as "Lessor," and Ecology
Coatings, Incorporated, a California corporation, hereinafter referred to as
"Lessee."
WITNESSETH:
In consideration of the rents hereinafter reserved, and further in
consideration of the mutual covenants, conditions, agreements and stipulations
of Lessor and Lessee hereinafter expressed, the parties hereby agree as follows:
PREMISES
1. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor those
certain premises known as 0000 Xxxxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxx, Xxxx,
hereinafter referred to as "LEASED PREMISES".
TERM
2. The term of this Lease and Lessee's obligation to pay rent hereunder shall be
for a term of 1 year(s) and shall commence on the 1st day of September, 2006,
and extend through the 31st day of august, 2007, unless sooner terminated as
hereinafter provided.
GUARANTEED RENTAL
3. During, and in year(s) 1 through 1, of the lease term, Lessee agrees to pay
to Lessor guaranteed rent in the amount of One Thousand Eight Hundred Dollars
($1,800.00) per month, and further during year(s) ___ through ___,
________________________ ($________) per month, and further during year(s) ___
through ___, ________________________ ($________) per month. Each rental payment
shall be made in advance on the first day of every calendar month during the
term of this Lease and continue until the expiration thereof.
USE OF LEASED PREMISES
4. Leased Premises shall be used and occupied by Lessee for
manufacture/storage/development/testing of production coatings only, and not for
any other purpose.
UTILITIES
5. Lessee agrees that the utilities and other common service lines, ducts and
other conduits may pass through its Leased Premises to service other premises
and building areas, and further that Lessor, or its agents, shall be permitted
access to the Leased Premises for the purpose of installation repair, and
maintenance thereof.
6. Lessee shall pay for the following utilities: electricity, natural gas or
other hearing fuels used in or at the Leased Premises for such purpose and for
cleaning, garbage and trash service.
7. Lessor shall provide and pay for the following utilities: water and sewage
service charges (not to exceed 20% above historical levels).
8. Lessor shall not be liable for any interruption whatsoever in utility
services.
USE AND CARE OF LEASED PREMISES
9. Lessee shall use and occupy the Leased Premises for the above stated purpose
in a careful and proper manner and not commit any waster or nuisance thereon.
Lessee agrees that it will use the Leased Premises in such a manner as not to
interfere with or infringe upon the rights of the adjacent tenants.
10. No auction, fire, or bankruptcy sales may be conducted in the Leased
Premises without the previous written consent of Lessor.
11. Lessee shall not use or occupy the Leased Premises in violation of any law,
ordinance, regulation or other governmental directives having jurisdiction
thereof, and shall, upon five (5) days written notice from Lessor, discontinue
any use of the Leased Premises which is declared by any governmental authority
having jurisdiction to be in violation of any law, ordinance, zoning,
regulation, or directive.
INSPECTION
12. Lessee agrees that it will permit the Lessor to enter upon the Leased
Premises at all reasonable times to examine the condition of the same.
13. Lessee further agrees that it will permit the Lessor to show the Leased
Premises to prospective lessees and display customary rental or for lease signs
during the last ninety (90) days of this Lease.
REPAIRS AND MAINTENANCE
14. Lessor shall be responsible for the maintenance, repair and replacement, if
necessary, of the roof, exterior walls, foundation, and all structural systems
on the Leased Premises. Further, all fixtures, appliances and systems serving
the Premises shall be in a good and working order at the commencement of this
Lease. As to any other maintenance, repairs or replacements other than those
mentioned in the preceding sentence which are necessary during the term of this
Lease, the parties agree that Lessee shall be responsible for same. Lessor shall
not be required to make any repairs where the same were made necessary by any
act or omission or negligence of the Lessee, any subtenant(s) of the Lessee, or
their respective employees, agents, invitees, licensees, visitors or contractors
15. Lessee shall at all times keep the Leased Premises and all exterior
entrances, doors, glass, floor surfaces, fixtures, equipment, wiring, plumbing,
heating, air conditioning and exterior areas
thereof in good order, condition, and repair, and in a reasonably satisfactory
condition of cleanliness and free from trash, litter, or obstructions.
16. Lessee shall keep sidewalks continuous to Premises in a safe condition
regarding snow and ice at Lessee's own expense.
17. If the Lessor, in the exercise of its sole and reasonable discretion,
determines that emergency repairs are made necessary by any act or omission or
negligence of the Lessee, its employees, subtenants, assignees, contractors,
invitees, licensees, or visitors, Lessor may make such repairs without liability
to Lessor for any laws or damage that may occur to Lessee's merchandise,
fixtures, or other property by reason thereof, and upon completion thereof,
Lessee shall pay Lessor's costs for making such repairs.
INSURANCE
18. Lessee shall obtain and provide at least forty-eight (48) hours before the
commencement of any lease term, and keep in force at all times thereafter the
following insurance coverages with respect to the Leased Premises: General
Liability Insurance, Fire Insurance and insurance on the contents of the
building and shall name Lessor as an additional insured thereunder. The amount
of the general liability insurance shall be a minimum of One Million Dollars
($1,000,000) per occurrence and Two Million dollars ($2,000,000) in the
aggregate.
MODIFICATIONS AND ALTERATIONS
19. Lessee covenants and agrees not to make or permit to be made any
alterations, improvements, additions, or attach or affix, or build to the Leased
Premises or any party thereof or paint or hang wallpaper except by and with the
prior written consent of Lessor.
20. Lessee further covenants that Lessee will make no contract which may create
or be the foundation for any lien upon the Leased Premises and no contractor
shall have any lien rights upon Lessor's interests. If any mechanic's lien shall
exist against Lessor's or Lessee's interests in Premises, by reason of Lessee's
action(s), Lessee shall discharge such lien, at Lessee's expense, by bond or
otherwise within twenty (20) days after filing of such lien.
POSSESSION
21. If Lessor shall be unable to deliver possession of Leased Premises on the
date the commencement of the term hereby created because of the holding over of
any tenant, or tenants, or for any other cause beyond Lessor's reasonable
control, then the rent shall not commence until the date possession of said
Premises is available to Lessee, and Lessee agrees to accept such allowance and
abatement of rent as liquidated damages, in full satisfaction thereof, and to
the exclusion of all claims and rights which Lessee might otherwise have, and no
failure so to deliver possession on said date shall in any event extend, or be
deemed to extend, the term of this Lease.
ASSIGNMENT OR SUBLETTING
22. Lessee shall make no assignment or subletting of the Leased Premises without
the prior written consent of the Lessor. Consent shall not release Lessee from
liability hereunder for payment of rental or performance or observance of any of
the terms and conditions of the Lease.
SECURITY DEPOSIT
23. In addition to all rentals and lease payments hereunder, Lessee hereby
agrees and stipulates to place on deposit with the Lessor at the time of the
signing of this Lease, a security deposit in an amount of One Thousand Eight
Hundred ($1,800.00). This security deposit shall be held by the Lessor as and
for security for the complete performance of the Lessee of all provisions
required of the Lessee under this Lease agreement. The security deposit shall be
returned to the Lessee, without interest, upon the termination of this Lease
agreement and vacating of the Premises by the Lessee, provided that the Lessee
shall have performed fully and faithfully all obligations required of Lessee
during the term of this Lease and shall vacate the Premises according to the
terms of this Lease, leaving the Premises in as good a condition as when
received less normal wear and tear.
24. If Lessee defaults with respect to any provision of the Lease, Lessor may
use, apply or retain all or any part of the security deposit for payment of any
rent or other sum in default, or the payment of any other amount which Lessor
may spend or become obligated to spend by reason of Lessee's default or to
compensate Lessor for any other loss or damage caused by Lessee's default. If
any portion of said deposit is so used during the term of this Lease, Lessee
shall, within five (5) days after written demand therefore, deposit cash with
Lessor in an amount sufficient to restore the security deposit to its original
amount.
TENANT'S PROPERTY
25. Lessor shall not be liable for any damage by theft or otherwise to property
of the Lessee or of others located on the Leased Premises. Lessor shall not be
liable for any injury or damage to persons or property resulting from fire,
explosion, flooding, falling plaster, steam, gas, electricity, water, rain,
snow, or leaks from any part of the Premises, or from the pipes, appliances, or
plumbing works, or from the roof, street or subsurface or from any other place
by dampness or by any other cause of whatsoever nature, the parties agreeing
that said damages are generally covered under a policy of renter's insurance
such as that will be obtained by Lessee herein. Lessor shall not be liable for
any such damage caused by other tenants or persons in the Premises.
26. Lessee shall give immediate notice to Lessor in case of fire or accidents in
the Premises or of any defects in the building of which the Leased Premises are
a part, or of any defects of any fixtures or equipment.
DESTRUCTION BY FIRE OR CASUALTY
27. In the event the Leased Premises shall be damaged or destroyed by fire or
other casualty during the term of the Lease, Lessor shall restore or repair said
Premises as soon as practicable. During the period in which the Leased Premises
are rendered unusable in whole or in part the
rental otherwise payable hereunder shall xxxxx in whole or in part
proportionately with the space which was rendered unusable by such destruction
or casualty, unless the cause of such destruction was the fault of Lessee, its
agents, employees, licensees or invitees in which case there shall be such
abatement in rent. In any event, this Lease shall remain in full force and
effect.
FIXTURES
28. The parties hereto mutually agree that all fixtures installed in the Leased
Premises by the Lessee shall become property of the Lessor at the expiration or
termination of this Lease or any renewal or extension thereof unless fixtures
can be removed without injury to or undue defacement of Leased Premises, removal
of which is only permitted provided that all rents and charges herein are paid
in full.
SURRENDER OF PREMISES & HOLDING OVER
29. At the expiration of any tenancy created herein, Lessee shall surrender the
Leased Premises in as good a condition as at time of initial possession
excepting normal wear and tear. Lessor shall have the right, at Lessor's
discretion, upon expiration of this Lease and upon vacating by Lessee, to
require Lessee to restore the Leased Premises to their original condition at the
time of Lessee's possession, normal wear and tear excepted. Lessee shall
surrender all keys for the Leased Premises to the Lessor and shall inform Lessor
of all combinations on locks, safes, and vaults, if any, in the Leased Premises.
Lessee's obligations to observe or perform this covenant shall survive the
expiration or other termination of the term of this Lease. If Lessee shall
default in so surrendering the Premises, Lessee's occupancy subsequent to such
expiration, whether or not with the consent or acquiescence of the Lessor, shall
be considered to be that of a tenancy at will and in no event from month to
month of from year to year, and it shall be subject to al the terms and
conditions of this Lease applicable thereto, except that the minimum rent shall
be twice the amount payable in the last year of the term, prorated on a per diem
basis, and no extension or renewal of this Lease shall be deemed to have been
occurred by such holding over. Either party may terminated an at-will tenancy
with 30 days notice.
RE-ENTRY
30. It is further mutually agreed that if the rent stipulated herein shall at
any time be in arrears and unpaid for a period of fifteen (15) days, the Lessor
may enter into possession of the premises without preliminary notice and
additionally xxx for and recover all the rent due during the balance of this
Lease at the rates aforesaid.
31. If Lessee shall fail to keep and perform any of the covenants, agreement, or
conditions of this Lease, or if Lessee commits waste or damages to the Premises
or abandons or vacates Premises during the term hereof, or shall make assignment
in creditors, sell Lessee's interest, voluntarily or involuntarily, or upon
commission of an act of bankruptcy, or commencement of proceedings under
bankruptcy statutes, or devolve into receivership or trusteeship. Lessor may at
any time thereafter while such conditions exist, give fifteen (15) days written
notice to Lessee by registered or certified mail, of its intention to cancel and
terminate this Lease and in such default or conditions and not corrected or
remedied within that period, then Lessor may lawfully re-enter
Leased Premises or any part thereof and repossess the same and expel the Lessee
and those claiming under or through Lessee and remove Lessee's property
forcibly, if necessary, without being deemed guilty in any manner of trespass
and without prejudice to any remedies which might otherwise be used for arrears
of rents or of breach of covenants and upon entry as aforesaid this Lease shall
terminate, and the Lessee covenants that it will indemnify the Lessor against
all unavoidable loss of rent and other charges hereunder which the Lessor may
incur by reason of such termination during the residue of the term of this
Lease.
NOTICES
32. Any notice required or permitted to be given hereunder by either party to
this Lease may be given by personal delivery or by regular mail service unless
specific provision for certified mail service is otherwise made herein. Lessor's
address for service of notice shall be: 0000 Xxxxxxxx Xxxx, Xxxxx, Xxxx 00000,
unless and until Lessor notifies Lessee of an address change in writing.
Lessee's address for service of notice shall be the physical location of the
Leased Premises.
LATE CHARGES
33. Monthly rental payments shall be due in advance on the first day of each
month during said term. In the event that Lessee does not pay the guaranteed
minimum monthly rental by the fifth (5th) day of any month, a late charge of
Five Dollars ($5.00) per day, computed and including the second (2nd) day of
each month shall be assessed against Lessee and payable on demand or on the
first (1st) day of the succeeding month, whichever event occurs first. The
maximum late charge per month shall be One Hundred Dollars ($100.00).
MISCELLANEOUS
34. No waiver by Lessor of any provision of this Lease shall be deemed to be a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision.
35. This Lease constitutes the entire agreement between the parties hereto with
respect to the Leased Premises identified herein, and no prior agreement or
understanding with regard to any such matter shall be effective for any purpose.
Further, Lessee agrees that it has not relied on any representations or promises
by Lessor in entering into this Lease that have not been specified herein. No
provision of this Lease may be amended or added to except by an agreement in
writing signed by the parties hereto or their respective successors in interest.
36. Lessee confirms that prior to the commencement of this Lease, it has
examined the Premises and has confirmed to Lessee's own satisfaction that the
Premises are in excellent condition.
37. Lessee agrees that it will be responsible for any damage caused by escape or
overflow of water which occurs through the acts or negligence of Lessee, their
guests, agents, employees, licensees or invitees.
38. No additional locks shall be placed upon any doors of the Premises unless a
key is given to Lessor for use in emergencies. If extra keys for any door are
desired, they shall be obtained
and paid for by the Lessee. Upon termination of this Lease, the Lessee shall
surrender all keys to the Premises to the Lessor.
RULES AND REGULATIONS
39. Lessee and Lessee's agents, employees, licensees and invitees shall
faithfully observe and strictly comply with the Rules and Regulations appearing
at the end of this Lease and made a part hereof, and with such further
reasonable Rules and Regulations as Lessor may, after notice to Lessee, from
time to time adopt. Nothing in this Lease contained shall be construed to impose
upon Lessor any duty or obligation to enforce the Rules and Regulations in any
other lease as against any other lessee, and Lessor shall not be liable to
Lessor for violation of the same by any other lessee or the agents, employees,
licensees or invitees of such other lessee.
ADDITIONAL TERMS
40. Check here if Addendum attached hereto and notate number.
[ ] None
RULES AND REGULATIONS
NORTHERN OHIO PROPERTY MANAGEMENT, LLC
1. WINDOWS AND PROJECTIONS: Neither windows or doors may be replaced or altered
without written consent. Nothing shall be affixed to or projected beyond the
outside of the Building by Lessee without the prior written consent of Lessor.
If Lessee desires and Lessor permits, blinds, shades, or other form of outside
or inside window covering, they shall be furnished and installed at the expense
of Lessee and must be of such shape, color, material and make as are approved by
Lessor.
2. ADVERTISING AND SIGNS: It is understood by Lessee that in order to preserve
the aesthetic appeal of the premises, Lessee shall not post any signs in the
windows of the premises or outside of the premises which in any way are visible
to the public unless approved by prior written consent of Lessor.
3. BICYCLES AND ANIMALS: Unless expressly permitted by Lessor, no bicycle or
other vehicle and no animal shall be brought or permitted to be in the Building
or any part thereof.
4. PARKING: Parking of vehicles and/or exterior equipment shall only be
permitted in designated spaces only along the exterior walls of Leased Premises.
Lessee shall not permit its agents, employees, licensees, invitees or
contractors to park anywhere else on the property without written permission
from Lessor.
5. CLOSING AND LOCKING DOORS/WINDOWS: Unless expressly permitted by Lessor, all
doors to said premises are to be kept closed at all times except when in actual
use for entrance to or exit from said premises. Lessee shall be responsible for
locking of doors and closing of transoms and windows in and to said premises.
Lessee shall be responsible for any damage or loss resulting from violation of
this rule.
6. MACHINERY: Unless Lessor gives prior written consent in every instance,
Lessee shall not install or operate any steam or internal combustion engine,
boiler, machinery, refrigerating or heating device or air-conditioning apparatus
in or about said premises, or carry on any mechanical business therein. All
equipment of any electrical or mechanical nature shall be placed in settings
which absorb and prevent vibration, noise, or annoyance or the spillage or
leakage of fluids, oils or grease on the floors of Premises.
7. YARD MAINTENANCE: Lessee agrees to keep the exterior of Leased Premises clean
and clear including but not limited to sideways, driveways, docks, and other
adjacent areas. Under no circumstances is rubbish waiting to be removed to be
allowed to become unsightly and odorous and in no circumstance should any
organic or volatile materials be stored or spilled on the grounds. Spillage of
any volatile organic substances must be remediated immediately.
8. FLAMMABLE MATERIALS: No article hazardous on account of fire, and no
explosive shall be brought into said premises or stored on the grounds.
9. NOISES AND OTHER NUISANCES: Lessee shall not make or permit any noise or odor
that is objectionable to Lessor or to other occupants of the property to emanate
from Leased Premises, and shall not create or maintain a nuisance therein, and
shall not disturb, solicit or canvass any occupant of the property, and shall
not do any act tending to injure the reputation of the premises. Lessee shall
not install or operate any radio, television, musical instrument or similar
device in the Building without prior approval of Lessor. The use thereof, if
permitted, shall be subject to control by Lessor to the end that others shall
not be disturbed or annoyed.
10. ANTENNAE, WIRES, ETC.: No electrical wires, telegraphs, telegraph call
boxes, antennae, satellite dishes, aerial wires or other electrical equipment or
apparatus shall be installed inside or outside of Building without approval of
Lessor.
11. LODGING, ETC.: The Leased Premises shall not be used for lodging or sleeping
purposes, and no cooking of food shall be done therein.
12. ADDITIONAL RULES: Lessor reserves the right to make such other and further
Rules and Regulations as in Lessor's judgment may from time to time be needful
or desirable for the safety, care, cleanliness and efficient operation of the
Building and property and for the preservation of good order therein.
13. UNIFORMITY OF APPEARANCE: Lessee acknowledges that it is of utmost
importance to Lessor that the appearance of the various suites occupied by
lessees of the Building and property be uniform and compatible as to colors,
materials, window treatments, wall and floor coverings, furniture and
furnishings and consistent with the architecture and appearance of the Building.
Accordingly, Lessor reserves the right to approve or disapprove all of the
foregoing before the same are installed or constructed by Lessee or brought upon
the Premises by Lessee. It shall be the obligation of Lessee before installing
or construction of any of the foregoing or bringing any of the foregoing upon
the Premises to submit detailed plans, specifications and colors to Lessor, in
writing, for the approval or disapproval of Lessor. In the event of disapproval,
Lessor shall specifically state, as to each item disapproved, an alternate
thereto which is satisfactory to Lessor and accordingly, when submitted, will be
approved by Lessor. If so requested by Lessee, Lessor will consult with Lessee
and develop plans, specifications and colors which, when re-submitted to Lessor,
will be approved by Lessor. In exercising the rights herein, Lessor agrees that
it will not unreasonably withhold or delay its approvals. If Lessor does not
disapprove Lessee's plans, specifications and colors within 21 days following
submission thereof by Lessee, such plans, specifications and colors shall be
deemed to have been approved by Lessor.
IN WITNESS WHEREOF, the parties hereto have signed and sealed this Lease as of
this 23rd day of August, 2006.
By LESSEE:
/s/ Xxxxx X.X. Xxxxxx
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(signature)
Xxxxx X.X. Xxxxxx
(print name and title)
By LESSEE:
/s/ Nick [illegible], Partner
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(signature)
Nick [illegible], Partner
(print name and title)
WITNESS:
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(As to Lessee)
AS TO LESSEE:
STATE/COMMONWEALTH OF _______________
SS: _________________________________
COUNTY of ___________________________
BEFORE ME, a Notary Public in and for said county and state, personally appeared
the above-named(s) ___________________ ____________________________________ who
acknowledged that they did sign the foregoing instrument, that the same is their
free act and deed, and that the statements contained therein are true, and that
they have personal knowledge of the same.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
________________ County, ____________ this _____ day of _____________, 200__.
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Notary Public
By Northern Ohio Property Management, LLC:
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(signature)
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(print name and title)
By Northern Ohio Property Management, LLC:
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(signature)
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(print name and title)
WITNESS:
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(As to Lessor)
AS TO LESSOR:
STATE OF OHIO
SS:
SUMMIT COUNTY
BEFORE ME, a Notary Public in and for said county and state, personally appeared
the above-named(s) ___________________ ____________________________________ who
acknowledged that they did sign the foregoing instrument, that the same is their
free act and deed, and that the statements contained therein are true, and that
they have personal knowledge of the same.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Summit
County, Ohio this _____ day of _____________, 200__.
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Notary Public
