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EXHIBIT 10.3
ChemConnect, Inc.
OFFICE LEASE
Property: Chadds Ford Xxxx Xxxxxxxx Xxxxxxxx, 0xx Xxxxx
Xxxxxxxx: Chadds Ford West Associates, 000 X. Xxxxx Xxxxxx, Xxxxxxx 00000
Tenant: Chem Connect, 00 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, XX 00000
Rental Space. The rental space designated 200 (assigned 3,039 square feet of
area), which is outlined on the plan attached as Exhibit A (the "Rental Space"
below) and is a part of the above property, is hereby leased by the Landlord to
the Tenant. The word "Property" means all buildings and building parts, all
driveways and parking areas (if any), and other grounds and facilities included
in the real property of which the Rental Space is a part and addition, if any,
to the Property.
Term. The term of this lease begins on February 14, 2000 and ends on SEE Exhibit
B, except that the beginning and end of the term shall be delayed by any period,
if any, between the rented dated for beginning of the term and any later date on
which the Tenant takes possession of the Rental Space.
Rent. Commencing on February 14, 2000 for the use of the Rental Space, the
Tenant shall pay rent consisting of the monthly installments and all other sums
of money to be paid by the Tenant under other lease provisions. The monthly
installments shall be:
$2,532.50
Tenant will pay prorated share of this rent for the month of February.
Use. Tenant shall use the Rental Space as follows and for no other purpose:
Office
Security Deposit. $2,532.50 due upon lease execution.
This lease includes this page, the attached paragraphs numbered 1 through 29,
and all the Rules and Regulations of the Property referred in this lease. The
date of this lease is the date Landlord signs it. Until then, the Rental Space
is not reserved for Tenant, receiving this lease does not bind Landlord to sign
it, and before signing it, Landlord has unlimited right to lease the Rental
Space to a different Tenant.
ChemConnect Xxxxxx X. Xxxxxxxxx
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Print name of Tenant
By:
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Witness or Attest Signature of Tenant Date
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Print name of Tenant
By:
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Witness or Attest Signature of Tenant Date
Chadds Ford West Associates
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Print name of Landlord
By:
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Witness or Attest Signature of Landlord Date
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1. Insurance. Tenant shall, by any combination of policies,
provide comprehensive general and contract liability insurance covering the
Rental Space with the following: (a) Landlord named as an additional insured;
(b) an insurance company with a rating equivalent to [illegible] A as rating
exists at the time this lease is made; (c) coverage for property damage and
bodily injury; (d) limits of at least $1,000,000 per occurrence and $2,000,000
for all occurrences in one policy year; (e) no cancellation or refusal to renew
except upon 30 days written notice to the Landlord. Tenant shall provide
Landlord with proof of coverage before Tenant takes possession of the Rental
Space and evidence of continued coverage at least 30 days before a policy
expires. Landlord may obtain such insurance upon Tenant's failure and Tenant
will pay on demand as rent the cost of the premiums plus five percent of the
monthly installment for management and accounting expense.
2. Security Deposit. A security deposit of one times the monthly
installment is due when the lease is presented for execution by the Landlord,
shall be increased in proportion to, and simultaneously with, any increase in
the monthly installment, shall be held by Landlord, and shall bear no interest.
Landlord may use it in any amount needed to cure a default by Tenant and Tenant
shall restore it on demand. No portion shall be used, except by Landlord, for
payment of rent.
3. Payment of Rent. Each monthly rent payment shall arrive at
the Landlord's address before the sixth day of the month for which it is due.
Rent due on demand by Landlord shall arrive at Landlord's address within twenty
days of demand. Rent due for part of a calendar month shall be apportioned by
days.
4. Services. The Tenant shall provide the services and other
items assigned to the Tenant in the attached Exhibit 3.
5. Repairs. (a) The Tenant shall provide ordinary repairs and
replacements to the Rental Space and its fixtures, equipment, and appurtenances
as needed to preserve them in good working order and condition. Tenant shall
provide prompt replacement and/or repair of any property of Landlord damaged by
any act or failure to act of Tenant or a party for whom Tenant is liable, and
such replacement and/or repair shall restore the damaged property to its
originally-installed condition.
(b) Landlord shall provide repairs and replacements,
structural or otherwise, necessary to keep the Property and its equipment in
good order and repair, not including: (i) Tenant's property unless damaged by
Landlord's act or failure to act and (ii) property which Tenant is obligated to
repair and/or replace. Landlord will not be liable to Tenant for any damages
from: leaks, dampness, or work on the Property; from failure of any heating,
cooling or other equipment; from failure of the structure, or from failure of
the material or treatment on any wall, floor, or roof surface.
6. Rules and Regulations. Tenant has received a copy of the
Rules and Regulations of the Property and agrees to comply with them and with
all reasonable amendments of which Tenant is given notice.
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7(a). Landlord Consent. Tenant must have the written consent of
Landlord to: (i) abandon or vacate the Rental Space; (ii) assign the lease,
sublet or encumber the Rental Space (acceptance of a payment on account of this
lease from someone other than Tenant will not be consent to assignment by
Landlord); (iii) record the lease; (iv) erect modifications to any structure or
to the exterior of the Rental Space; (v) use the Rental Space in anyway which
would require its alteration; (vi) use the Rental Space for a use not stated in
this lease.
7(b). Landlord's refusal to consent. Landlord may refuse to
consent to an assignment or sublease unless both of the following conditions are
met: (i) the full rent payable by the subtenant or assignee is payable directly
to Landlord; and (ii) the rent payable by subtenant or assignee is at least
equal to the market rate of rent at the time of the subleasing or assignment for
similar space under a new lease.
(c) If the Tenant receives notice of an increase after
the start date of the increase, the firs rent payment due after notice shall
include the increase arrears, if any.
(d) No CPI increase shall apply during any period for
which there is an increase specified by this lease. CPI increases shall apply
during any period with no specified increases.
9. Real-Estate Taxes. (a) The Landlord shall pay all taxes,
assessments, and public charges of every kind, whether or not in effect on the
date of this lease, on the tax parcel of which the Rental Space is a part, and
all fees and expenses incurred by Landlord in contesting or negotiating any such
tax.
(b) Other taxes billed to Landlord relating to this
lease shall be paid directly by the Tenant, including without limitation all
taxes, assessments and public charges of every kind, whether or not in effect on
the date of this lease, such as taxes related to the occupancy and use of the
Rental Space, whether based on the lease value, value of the Rental Space or the
rent. Tenant shall reimburse Landlord for any gross receipts tax imposed on
rentals under this Lease.
10. Timely Payment. Timely payment is of the essence of this
lease and Tenant may not delay or refuse any payment of rent for any reason. For
each payment that is late and for each check of Tenant returned to the Landlord
unpaid, the Tenant will pay on demand the greater of $100.00 or 5% of the amount
paid late or the amount of the returned check as compensation for Landlord's
additional bookkeeping and administrative expenses, plus interest on arrears at
the rate of 18% per year. If Tenant is entitled to the protection of a usury law
of the jurisdiction where the Rental Space is located, the interest rate shall
be the maximum rate allowed by that law. During the time any payment is late the
Landlord may allocate a payment on account without regard to any instruction
concerning allocation.
11. Miscellaneous. Tenant agrees that (a) this Lease is legally
subordinate to all mortgages on the Property; (b) Tenant shall promptly remove
any lien against the Rental Space or Property arising out of any agreement or
action by the Tenant; (c) Landlord assumes no liability not explicitly assumed
in this Lease; (d) Landlord will not be liable to Tenant in
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damages for any delay or failure in preparing the Rental Space; (e) Tenant will
pay attorney fees and other expenses of collection, entry, or termination after
default; (f) the Landlord may elect any remedy available under law or this lease
without waiving any other remedy that is available, and (g) Landlord does not
waive any right or remedy by accepting a payment on account, by taking no
action, or in any way other than by a writing subscribed by Landlord; (h)
vehicles of Tenant and Tenant's employees shall only be parked on the Property
in any area, if any, designated for that purpose, and Tenant and Tenant's
employees may not use any parking area for any parking or storage of other than
personal vehicles, on a daily basis, while engaged in Tenant's business; (i) to
provide Landlord with a telephone number at which Tenant may be contacted in an
emergency during other than regular business hours.
12. Surrender of the Rental Space. At the expiration or earlier
termination of this lease the Tenant shall surrender the Rental Space to the
Landlord, broom clean, and unless waived in writing by the Landlord after a
written request from Tenant, free of; (a) all improvements by or for the Tenant
and any prior tenant except for those improvements exempted from this paragraph
by a separate writing signed by Landlord and Tenant and (b) all damage other
than, 1) excusable wear and tear, and 2) damage from any casualty unrelated to
any act or failure to act by Tenant or a party for whom Tenant is liable. All
walls shall be taped, spackled and/or otherwise ready for paint. Tenant shall
promptly deliver at the place fixed for paying rent, all keys and combinations
for locks on the Rental Space. Landlord may treat as abandoned, or remove at
Tenant's expense, any property not removed from the Rental Space by the Tenant.
The provisions of this paragraph shall survive any termination of this lease.
13. Termination. Landlord may terminate this lease and evict the
Tenant for any default under the lease, and for all causes provided by law.
Tenant will be in default of any provisions of this lease requiring payment if
the Landlord receives a payment after it is due. Tenant will be in default of
any other provisions of this lease when Landlord notifies Tenant of a violation
and Tenant fails to cure the violation within 5 days. If the cure is begun
without the cure period and diligently pursued, the time to cure will be
extended by any time during which any event or series of events, which the
Tenant neither initiates or controls, prevents Tenant from curing the violation.
Landlord may evict Tenant on 5 days notice after default. However, Landlord may
not evict Tenant for the first payment default to occur in each lease year is
payment is made within 30 days of the due date.
14.1 Reletting after Default. After default by Tenant and
possession of the Rental Space returned to Landlord, whether by Tenant's
surrender or otherwise, the Landlord need not mitigate damages by seeking
another tenant for the Rental Space, but may do so, in Landlord's absolute
discretion. The Landlord may, but need not, enter the Rental Space as Tenant's
agent, may fix it and rent it to another and receive the rent for Tenant's
account, after first applying rent received to fix-up expenses, attorney's fees,
legal expenses, a reasonable management fee and other expenses. Tenant will
continue to be liable for rent after Landlord enters, less any rent received by
Landlord for Tenant's account. Possession of the Rental Space by Landlord shall
not cause forfeiture of accelerated rent.
14.2 Rent Acceleration. After default by Tenant, without demand,
Tenant shall immediately pay to Landlord a sum which is equal to all arrears in
rent to the date of default plus the present value at that time of all rent
which would be paid under this lease in the absence of
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default during the balance of the then-current term (the "current term").
Present value shall assume (a) annual increases in all variable parts of the
rest at the greater of five percent or the percentage of increase in the
Consumer Price Index for Urban Wage Earners and Clerical Workers, Philadelphia
Region, All Items, Bureau of Labor Statistics, U.S. Department of Labor, or if
that Index is no longer published on the date of default the most similar index,
over the twelve-month period next preceding the date of the default for which
the data is available, and (b) interest earned on such payment at a rate equal
to the rate Wilmington Trust Company of Wilmington, Delaware, pays on
certificates of deposit issued on date of default and maturing nearest the end
of the current term.
15. Landlord Access. On reasonable notice to the Tenant, the
Landlord shall be allowed to enter the Rental Space for inspection, repair,
alteration, or improvements, and to show it to others such as buyers, leasing
prospects, appraisers, lenders, contractors or insurers. During the six months
before the end of the term, Landlord may display offering sings at the Rental
Space. Landlord may enter the Rental Space without notice in any emergency.
16. Indemnity by Tenant. The Landlord and Tenant shall
indemnify, hold harmless and defend the other against all liability, and
reimburse the other for any expense or damages, arising from any act or failure
to act by the indemnitor or by a person for whom the indemnitor is liable.
Tenant shall pay for attorney fees and expenses of discharging a lien against
the Property arising from Tenant's act or failure to act.
17. Destruction of Rental Space. Tenant must notify Landlord of
damage to the Rental Space by fire or other cause. If Landlord's mortgagee
allows Landlord to apply insurance proceeds, the Landlord shall restore the
Rental Space with unpainted walls, uncovered floors, ceiling tiles and such
electrical, water and other services and fitting as required by law. If damage
makes any of the Rental Space unusable, the rent will be reduced in proportion
to the amount of unusable space. Landlord need not spend more in restoring than
is received in insurance proceeds. During the last two years of any lease term,
if the cost of restoring exceeds 20% of the cost of replacing the entire Rental
Space, exclusive of Tenant's damages, the Landlord may terminate the lease on 15
days notice to the Tenant.
18. Government Taking. Should governmental action cause the
operation of the Property to become unlawful, or should any of the Rental Space
or any area of the Property essential to the use of the Rental Space, be taken
by eminent domain or similar proceedings, either party may terminate this lease
on the 30th day after notice to the other. Any rent paid for a period after
termination will be returned to Tenant. Landlord must advise Tenant of any such
proceedings. If neither party terminates this lease the Landlord must restore
the property as close as possible to its prior condition as may be allowed by
changed conditions and by a cost no greater than the compensation awarded to
Landlord. Tenant will have no claim from such a taking except for moving expense
specifically allowed.
19. Condition of Rental Space. Tenant accepts the Rental Space
"as is" on the date of this lease, but if construction or alteration of the
Rental Space is to be completed after the date of this lease, Tenant will accept
the Rental Space in the condition described in the attached Exhibit C and take
possession on notice from the Landlord that the condition described in Exhibit C
is substantially complete.
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20. Estoppel Certificate. Tenant must sign and deliver to
Landlord within three days of receipt a signed statement, commonly called an
estoppel certificate acknowledging that the lease is in full effect without
modification (or with modifications listed), that the Tenant is then in
possession of the Rental Space, and such other matters as Landlord reasonably
requires. Tenant shall make no changes in the certificate without the written
consent of Landlord. Tenant shall be liable to Landlord for damages suffered
because of Tenant's breach of this paragraph. If the statement is accompanied by
reference to this paragraph, then a breach of this paragraph shall be grounds
without further notice, for immediate termination of this lease. The Landlord
shall have Tenant's durable and irrevocable power of attorney coupled with an
interest to sign such certificate, in Landlord's sole and absolute discretion,
if Tenant fails to sign.
21. Quiet Enjoyment. Tenant will quietly enjoy possession of the
Rental Space during any period free of Tenant's default.
22. Condominium Documents. All condominium documents regulating
the Rental Space and the Property, if any, are incorporated in, and made a part
of, this lease and Tenant shall abide by all such documents regulating the use
of the Rental Space and the Property.
23. Holding Over. Any holding over after the expiration of the
term shall be construed as a tenancy from month to month on all conditions of
this lease except that the monthly installment shall be double the monthly
installment for the month before holdover.
24. Environment. Tenant's obligations and liabilities under this
paragraph shall not pertain to portions of the Property outside of the Rental
Space except for travel over the Property by the Tenant or a party for whom
Tenant is liable, nor to an event which occurs before or after Tenant's
possession of the Rental Space. Tenant shall, at Tenant's own expense, comply
with any and all environmental protection, environmental clean-up, and other
environmental laws, whether in effect now or at any time in the future. Such
compliance shall include, but not be limited to: a) obtaining permits and/or
licenses; b) avoiding the unauthorized release of hazardous or regulated
substances into the environment: c) preparing any plan for, undertaking, and/or
providing financial assurance with respect to, any clean-up determined necessary
by any governmental agency, d) reporting and complying with requirements related
to, any closing, terminating or transferring of operations or property, or any
other action covered by any such law, e) providing all information requested by
Landlord and/or any governmental agency for proof of non-applicability or other
submissions required by any such law; and f) promptly executing and delivering
such proof of other submission. Tenant shall also indemnify Landlord against,
save Landlord harmless from, and provide Landlord with a defense against, all
fees, penalties, assessments, suits, proceedings, claims and actions of any kind
arising out, or in any way connected with Tenant's failure to fully comply with
any provision of this paragraph. Tenant's obligations and liabilities under this
paragraph shall survive termination of this lease. In addition to other remedies
available, Landlord may seek an injunction or other equitable remedy to enforce
compliance with this paragraph.
25. Broker's Fee. Landlord and Tenant mutually warrant to each
other that neither engaged a real estate broker or agent other than Bellevue
Realty Co., to whom Landlord
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shall be solely liable for any commission, and no other broker or agent is
entitled to a commission on account of this lease.
26. Other Agreements and Representations. A party is not bound
by oral agreements or representations or by any writing the party has not signed
other than the Rules and Regulations governing the use of the Property and the
Rental Space.
27. Address of Tenant. The person signing this lease as Tenant
or as a representative of the Tenant individually and personally warrants to the
Landlord that the address shown for Tenant in this lease is one of the
following: the address of the registered agent of the Tenant; the residence
address of a partner of Tenant; the residence address of a natural person named
as Tenant.
28. Notices, etc. All notices, demands, xxxxxxxx, and other
communications must be in writing and delivered to the address shown in this
lease in person or by any means that provides a receipt or other proof of
delivery. Landlord may use the address of the Rental Space as Tenant's address.
A notice will be deemed given on the date it is received by, or delivered to,
the addressee. If a return receipt is requested by the sender but returned
unsigned, then notice will deemed given on the second day after the day it is
presented for mailing or other type of delivery. An address may be changed by
written notice to all parties. Notice to one party named as Tenant shall be
deemed notice to all parties named as Tenant.
29. Construction. Examples of a list of included items shall not
be held to limit meaning to those examples or items. If a portion of this lease
is unlawful, the balance shall remain in effect. This lease shall bind
successors, representatives and assigns of all parties. Plurals include the
singular and the singular includes plurals. Numbers and headings shall not be
used in construing any provision that follows. Tenant means all parties named
Tenant. "Provide" means the provider pays directly all expense of providing.
This lease shall be governed and construed under the laws of the state where the
Property located.
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CHADDS FORD WEST RULES AND REGULATIONS
1. The sidewalks, lobbies, corridors, passages and stairways
shall not be obstructed by Tenant or used by Tenant for any purpose other than
ingress and egress from and to Tenant's offices. Landlord shall in all cases
retain the right to control or prevent access of all persons whose presence, in
the judgement of Landlord, shall be prejudicial to the safety, peace character
or reputation of the Building or any of the Tenants.
2. The toilet rooms, water closets, sinks, faucets, plumbing or
other service apparatus of any kind shall not be used by Tenant for any purposes
other than for which they were installed, and no sweepings, rubbish, rags,
ashes, chemicals or other refuse or injurious substances shall be placed therein
or used in connection thereby by Tenant or left by Tenant in the lobbies,
passages, elevators or stairways.
3. Nothing shall be placed by Tenant on the outside of the
Buildings or on its window xxxxx or projections. Skylights, windows, doors and
transoms shall not be covered or obstructed by Tenant, and no window shades,
blinds, curtains, screens, storm windows, awnings or other materials shall be
installed or placed on any of the windows or in any of the window spaces, except
as approved in writing by Landlord.
4. No sign, lettering, insignia, advertisement or notice shall
be inscribed, painted, installed or placed on any windows, window spaces, office
doors or any other part of the outside or inside of the premises of the
Building, unless first approved in writing by Landlord. Names on suite entrance
doors in lettering approved by Landlord as to design and form shall be installed
at Tenant's expense by Landlord and not otherwise.
5. Tenant shall not place additional locks upon any doors and
shall surrender all keys for all locks at the end of the tenancy.
6. Tenant shall not do or commit, or suffer to be done or
committed, any act or thing whereby, or in consequence whereof, the rights of
other tenants will be obstructed or interfered with, or other tenants will in
any other way be injured or annoyed. Tenant shall not use nor keep nor permit to
be used or kept in the Building any matter having an offensive odor, nor any
kerosene, gasoline, benzine, camphene, fuel or other explosive of highly
flammable material. No birds, fish or other animals shall be brought into or
kept in or about the premises.
7. If Tenant desires to install signaling, telegraphic,
telephone, proactive alarm or other wires, apparatus or devices, Landlord shall
direct where and how the same are to be placed, and except as so directed, no
installation, boring or cutting shall be permitted. Landlord shall have the
right to prevent and to cut off the transmission of excessive or dangerous
current of electricity into or through the Building or premises and to require
the changing of wiring connections or layout at Tenant's expense, to the extent
that Landlord may deem necessary. All wires installed by Lessee must be clearly
tagged at the distributing boards and junction boxes and elsewhere where
required by Landlord, with the number of the wires respectively are used,
together with the [illegible] of the concern, if any, operating same.
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8. A directory on a bulletin board on the ground floor shall be
provided by Landlord, on which name of Tenant shall be placed and any other
names of occupants of the Building as Landlord shall approve.
9. Landlord retains the right to prescribe the method, manner
and times in which furniture, packages, equipment, supplies or merchandise of
Tenant will be received in the Building, or carried up or down in the elevators
or stairways, or brought in or taken out of the building.
10. Without Landlord's written consent, nothing shall be
fastened to, nor shall holes be drilled or nails or screws driven into, walls or
partitions; nor shall walls or partitions be painted, papered or otherwise
covered or moved in any way or marked or broken; nor shall any connection be
made to electric wires for running fans or motors or other apparatus, devices,
or equipment nor shall machinery of any kind other than customary small business
machines be allowed in the premises, nor shall Tenant use any other method of
heating, air-conditioning or air cooling than that provided by Landlord.
Telephones, switchboards and Tenant wiring and equipment shall be placed only
where designated by Landlord. No mechanics shall be allowed to work in or about
the Building other than at those employed by Landlord without the written
consent of Landlord first having been obtained.
11. Access may be had by Tenant to the premise any time.
Landlord shall, in no case, be responsible for the admission or exclusion of any
person, in case of invasion, hostile attack, insurrection, mob violence, riot,
public excitement or other commotion, explosion, fire or any casualty. Landlord
reserves the right to bar or limit access to the Building for the safety or
occupants or protection of property.
12. The use of rooms as sleeping quarters is prohibited at all
times.
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EXHIBIT B - CHADDS FORD WEST
A. Landlord and Tenant shall provide services and other items to
the rental space as follows:
(i) heating equipment by Landlord;
(ii) air conditioning equipment by Landlord;
(iii) electricity for lighting, heating, air
conditioning, and for ordinary office machines by Tenant;
(iv) municipal water for drinking and lavatory by
Landlord;
(v) sewer charges by Landlord;
(vi) clearing of ice and snow from sidewalks, sanding
and/or salting by Landlord;
(vii) replacement of interior and exterior glass by
Tenant;
(viii) janitor and cleaning by Tenant;
(ix) window washing by Tenant;
(x) heating, ventilating, air conditioning service and
repair by Landlord;
(xi) pro rata share of trash and utilities by Landlord;
(xi) pest control in rental space by Tenant.
B. No item required of Landlord need be provided while Tenant is
in default. Heating and air-conditioning systems shall provide reasonable
temperatures for usual office conditions and activities. If Tenant is to furnish
electricity, then Landlord shall furnish apparatus to bring electricity to
Tenant's meter, and Tenant shall pay directly to the supplier of electricity of
charges related to consuming electricity in the rental space.
C. Landlord may interrupt, curtail or suspend an item: in cases
of accident, emergency, or mechanical breakdown; when required by any law, or
regulating authority; due to any other cause beyond the reasonable control of
Landlord. Landlord shall use due diligence in restoring an interrupted item so
that inconvenience to the Tenant may be as brief as circumstances will permit.
D. This space is being provided to Tenant on a month-to-month
basis until Tenant space in the Franklin Building is ready for occupancy.
Landlord will give fourteen (14) days notice to Tenant when space in Franklin
Building is ready for occupancy and will terminate this lease at the end of that
notice period. If Landlord and Tenant do not enter into a Lease for the Franklin
Building prior to April 1, 2000 then this Lease shall become month to month and
may be canceled by either party with sixty (60) days notice.
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[DIAGRAM OF LEASED SPACE]
