Exhibit No. 10.5
Lease Agreement with The Theta Group for space in Huntsville, Alabama
REAL ESTATE LEASE
This Lease Agreement (this "Lease") is made effective as of May 1, 1997, by and
between Theta Group, Inc., ("Landlord"), and ECSI-FOIDS, Inc. ("Tenant"). The
parties agree as follows:
PREMISES. Landlord, in consideration of the lease payments provided in this
Lease, leases to Tenant the office on the NW corner of the property, the
manufacturing area on the SW corner of the property, and the office adjacent to
the break room. Also, upon availability the office immediately outside the
manufacturing area space. In addition, ECSI will have full access to the loading
dock, use of the fork lift (for trained personnel only), a facsimile machine,
and a copier. Theta will also provide receptionist services to answer the ECSI
phone lines. Secretarial services are provided and will be billed separately on
a monthly basis, (the "Premises") located at 000 Xxxxxx Xxxxx, Xxxxxxxxxx, XX
00000.
A sketch of the Premises subject to this Lease is attached as an exhibit.
TERM. The lease term will begin on May 1, 1997 and will terminate on April 30,
1999.
LEASE PAYMENTS. Tenant shall pay to Landlord monthly payments of $1,400.00 per
month, payable in advance on the first day of each month, for a total annual
lease payment of $16,800.00. Lease payments shall be made to the Landlord at 000
Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, as may be changed from time to time by
Landlord.
LATE PAYMENTS. Tenant shall pay a late fee equal to $46.67 per day, beginning
with the day after the due date for each payment that is not paid within 5 days
after the due date for such late payment.
NON-SUFFICIENT FUNDS. Tenant shall be charged $20.00 for each check that is
returned to Landlord for lack of sufficient funds.
POSSESSION. Tenant shall be entitled to possession on the first day of the term
of this Lease, and shall yield possession to Landlord on the last day of the
term of this Lease, unless otherwise agreed by both parties in writing.
USE OF PREMISES. Tenant may use the Premises only for the purpose of
manufacturing security systems and associated equipment. The Premises may be
used for any other purpose only with the prior written consent of Landlord,
which shall not be unreasonably withheld. Tenant shall notify Landlord of any
anticipated extended absence from the Premises not later than the first day of
the extended absence.
MAINTENANCE. Tenant shall have the responsibility to maintain the Premises in
good repair at all times.
ACCESS BY LANDLORD TO PREMISES. Subject to Tenant's consent (which shall not be
unreasonably withheld), Landlord shall have the right to enter the Premises to
make inspections, provide necessary services, or show the unit to prospective
buyers, mortgagees, tenants or workers. As provided by law, in the case of an
emergency, Landlord may enter the Premises without Tenant's consent.
UTILITIES AND SERVICES. Tenant shall be responsible for the following utilities
and services in connection with the Premises:
- telephone service
- Any special services not covered by this agreement.
Tenant acknowledges that Landlord has fully explained to Tenant the utility
rates, charges and services for which Tenant will be required to pay (if any),
other than those to be paid directly to the utility company furnishing the
service.
Landlord shall be responsible for the following utilities and services in
connection with the Premises:
- electricity
- water and sewer
- gas
- heating
- garbage and trash disposal
- janitorial services
PROPERTY INSURANCE. Landlord and Tenant shall each be responsible to maintain
appropriate insurance for their respective interests in the Premises and
property located on the Premises.
INDEMNITY REGARDING USE OF PREMISES. Tenant agrees to indemnify, hold harmless,
and defend Landlord from and against any and all losses, claims, liabilities,
and expenses, including reasonable attorney fees, if any, which Landlord may
suffer or incur in connection with Tenant's use or misuse of the Premises.
DANGEROUS MATERIALS. Tenant shall not keep or have on the Premises any article
or thing of a dangerous, inflammable, or explosive character that might
substantially increase the
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danger of fire on the Premises, or that might be considered hazardous by a
responsible insurance company, unless the prior written consent of Landlord is
obtained and proof of adequate insurance protection is provided by Tenant to
Landlord.
MECHANICS LIENS. Neither the Tenant nor anyone claiming through the Tenant shall
have the right to file mechanics liens or any other kind of lien on the Premises
and the filing of this Lease constitutes notice that such liens are invalid.
Further, Tenant agrees to (1) give actual advance notice to any contractors,
subcontractors or suppliers of goods, labor, or services that such liens will
not be valid, and (2) take whatever additional steps that are necessary in order
to keep the premises free of all liens resulting from construction done by or
for the Tenant.
DEFAULTS. Tenant shall be in default of this Lease, if Tenant fails to fulfill
any lease obligation or term by which Tenant is bound. Subject to any governing
provisions of law to the contrary, if Tenant fails to cure any financial
obligation within 90 days (or any other obligation within 90 days) after written
notice of such default is provided by Landlord to Tenant, Landlord may take
possession of the Premises without further notice, and without prejudicing
Landlord's rights to damages. In the alternative, Landlord may elect to cure any
default and the cost of such action shall be added to Tenant's financial
obligations under this Lease. Tenant shall pay all costs, damages, and expenses
suffered by Landlord by reason of Tenant's defaults. All sums of money or
charges required to be paid by Tenant under this Lease shall be additional rent,
whether or not such sums or charges are designated as "additional rent".
ASSIGNABILITY/SUBLETTING. Tenant may not assign or sublease any interest in the
Premises, nor effect a change in the majority ownership of the Tenant (from the
ownership existing at the inception of this lease), without the prior written
consent of Landlord, which shall not be unreasonably withheld.
TERMINATION UPON SALE OF PREMISES. Notwithstanding any other provision of this
Lease, Landlord may terminate this lease upon 60 days written notice to Tenant
that the Premises have been sold.
NOTICE. Notices under this Lease shall not be deemed valid unless given or
served in writing and forwarded by mail, postage prepaid, addressed as follows:
LANDLORD:
Name: Theta Group, Inc.
Address: 000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX
00000
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TENANT:
Name: ECSI-FOIDS, Inc.
Address: 00 Xxxx Xxxx
Xxxxxxxxx, XX
00000
Such addresses may be changed from time to time by either party by providing
notice as set forth above.
ENTIRE AGREEMENT/AMENDMENT. This Lease Agreement contains the entire agreement
of the parties and there are no other promises or conditions in any other
agreement whether oral or written. This Lease may be modified or amended in
writing, if the writing is signed by the party obligated under the amendment.
SEVERABILITY. If any portion of this Lease shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Lease is
invalid or unenforceable, but that by limiting such provision, it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
WAIVER. The failure of either party to enforce any provisions of this Lease
shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of this
Lease.
CUMULATIVE RIGHTS. The rights of the parties under this Lease are cumulative,
and shall not be construed as exclusive unless otherwise required by law.
GOVERNING LAW. This Lease shall be construed in accordance with the laws of the
State of AL.
ADDITIONAL PROVISIONS. The lease payments shall increase to $1,550.00 per month
upon occupancy of the office space immediately outside the manufacturing area.
This additional space is expected to become available no later than September 1,
1997.
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LANDLORD:
Theta Group, Inc.
/s/ Xxxxxx Xxxx
-------------------------------
Xxxxxx X. Xxxxxxxx, or Xxx Xxxx
TENANT:
ECSI-FOIDS, Inc.
/s/ Xxxxx Xxxxxx
-------------------------------
Mr. Xxxxx Xxxxxx
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