Exhibit 10.19
LEASE AGREEMENT
This Agreement, Made the 19th day of March Two Thousand and Three
(2003), by and between 9 Portland Partners (hereinafter called Lessor), of the
one part, and Nocopi Technologies, Inc. (hereinafter called Lessee), of the
other part.
Witnesseth that: Lessor does hereby demise and let unto Lessee all that
certain 5000 square feet industrial space also known as Unit "C", having the
measurements of approx. 50 ft x 100 ft. and containing a tailgate and drive-in
load doors. The premises is situate at 0 Xxxxxxxx Xxxx, Xxxx Xxxxxxxxxxxx, XX
00000, in the Borough of West Conshohocken (See Exhibit "A") in the County of
Xxxxxxxxxx State of Pennsylvania, to be used and occupied as office, warehouse,
and distribution and blending of water soluble inks and for no other purpose,
for the term of Five (5) years beginning the first day of April, Two Thousand
and Three (2003), and ending the Thirty-first of March, Two Thousand and Eight
(2008), for the minimum total rental of One Hundred and Eighty Two Thousand
Eight Hundred and One (Dollars) ($182,801.00), lawful money of the United States
of America, payable in monthly installments in advance during the same term of
this lease, or any renewal hereof, in sums of
- - - - - - - - - - -SEE PARAGRAPHS 30 & 31 OF XXXXXXXX - - - - - - - - - - - -
Xxxxxxx ($__________) on the _________________ day of each month, rent to begin
from the _______________ day of _______________, _____, the first installment to
be paid at the time of signing this lease.
Addendum to Lease Agreement and Exhibits "A" & "B" are attached hereto
and made a part hereof.
If Lessor is unable to give Lessee possession of the demised premises,
as herein provided, by reason of the holding over of a previous occupant, or by
reason of any cause beyond the control of the Lessor, the Lessor shall not be
liable in damages to the Lessee therefore, and during the period that the Lessor
is unable to give possession, all rights and remedies of both parties hereunder
shall be suspended.
(a) Lessee agrees to pay as rent in addition to the minimum rental
herein reserved any and all sums which may become due by reason of the failure
of Lessee to comply with all the covenants of this lease and pay any and all
damages, costs and expenses which the Lessor may suffer or incur by reason of
any default of the Lessee or failure on his part to comply with the covenants of
this Lease, and each of them, and also any and all damages of the demised
premises caused by any act or neglect of the Lessee.
(b) Lessee further agrees to pay as rent in addition to the minimum
rental herein reserved all taxes assessed or imposed upon the demised premises
and/or the building of which the demised premises is a part during the term of
this lease, [in excess of and over and above those assessed or imposed at the
time of making this lease.] The amount due hereunder on account of such taxes
shall be apportioned for that part of the first and last calendar years covered
by the term hereof. [The same shall be paid by Lessee to Lessor on or before the
first day of July of each and every year.]
(c) Lessee further agrees to pay to Lessor as additional rent all
increase or increases in fire insurance premiums upon the demised premises
and/or the building of which the demised premises is a part, due to an increase
in the rate of fire insurance in excess of the rate on the demised premises at
the time of making this lease, if said increase is caused by any act or neglect
of the Lessee or the nature of the Lessee's business.
(d) Lessee further agrees to pay as additional rent, if there is a
metered water connection to the said premises, all charges for water consumed
upon the demised premises in excess of the yearly minimum meter charge and all
charges for repairs to the said meter or meters on the premises, whether such
repairs are made necessary by ordinary wear and tear, freezing, hot water,
accident or other causes, immediately when the same become due.
(e) Lessee further agrees to pay as additional rent, if there is a
metered water connection to said premises, all sewer rental or charges for use
of sewers, sewage system, and sewage treatment works servicing the demised
premises in excess of the yearly minimum of such sewer charges, immediately when
the same become due.
All rents shall be payable without prior notice or demand at the office
of the Lessee in 0000 Xxxxx Xxxxx Xxxx, Xxxxxxxxx, XX 00000 or at such other
place as Lessor may from time to time designate by notice in writing.
Lessee covenants and agrees that he will without demand
(a) Pay the rent and all other charges herein reserved as rent on the
days and times and at the place that the same are made payable, without fail,
and if Lessor shall at any time or times accept said rent or rent charges after
the same shall have become due and payable, such acceptance shall not excuse
delay upon subsequent occasions, or constitute or be construed as a waiver of
any of Lessor's rights. Lessee agrees that any charge or payment herein
reserved, included or agreed to be treated or collected as rent and/or any other
charges or taxes, expenses, or costs herein agreed to be paid by the Lessee may
be proceeded for and recovered by the Lessor by distraint or other process in
the same manner as rent due and in arrears.
(b) Keep the demised premises clean and free from all ashes, dirt and
other refuse matter; replace all glass windows, doors, etc., broken; keep all
waste and drain pipes open, repair all damage to plumbing and to the premises in
general; keep the same in good order and repair as they now are, reasonably wear
and tear and damage by accidental fire or other casualty not occurring through
negligence of Lessee or those employed by or acting for Lessee alone excepted.
The Lessee agrees to surrender the demised premises in the same condition in
which Lessee has herein agreed to keep the same during the continuance of this
Lease.
(c) Comply with any requirements of any of the constituted public
authorities, and with the terms of any State or Federal statute or local
ordinance or regulation applicable to Lessee or his use of the demised premises,
and save Lessor harmless from penalties, fines, costs or damages resulting from
failure to do so.
(d) Use every reasonable precaution against fire.
(e) Comply with rules and regulations of Lessor promulgated as
hereinafter defined.
(f) Peaceably deliver up and surrender possession of the demised
premises to the Lessor at the expiration or sooner termination of this lease,
promptly delivering to Lessor at his office all keys for the demised premises.
(g) Give to Lessor prompt written notice of any accident, fire, or
damage occurring on or to the demised premises.
[(h) Lessee shall be responsible for the condition of the pavement,
curb, cellar doors, awnings and other erections in the pavement during the term
of this lease; shall keep the pavement free from snow and ice; and shall be and
hereby agrees that Lessee is solely liable for any accidents, due or alleged to
be due to their defective condition, or to any accumulations of snow and ice.]
(i) The Lessee agrees that if, with the permission in writing of
Lessor, Lessee shall vacate or decide at any time during the term of this lease,
or any renewal thereof, to vacate the herein demised premises prior to the
expiration of this lease, or any renewal hereof, Lessee will not cause or allow
any other agent to represent Lessee in any sub-letting or reletting of the
demised premises other than an agent approved by the Lessor
___________________________ ____________________________________ and that should
Lessee do so or attempt to do so, the Lessor
______________________________________________ may remove any signs that may be
placed on or about the demised premises by such other agent without any
liability to Lessor or to said agent, the Lessee assuming all responsibility for
such action.
Lessee covenants and agrees that he will do none of the following
things without the consent in writing of the Lessor first hand and obtained:
(a) Occupy the demised premises in any other manner or for any other
purpose than as set forth above.
(b) Assign, mortgage or pledge this lease or under-let or sub-lease the
demised premises, or any part thereof, or permit any other person, firm or
corporation to occupy the demised premises, or any part thereof; nor shall any
assignee or sub-lessee assign, mortgage or pledge this lease or such sub-lease,
without an additional written consent by the Lessor, and without such consent no
such assignment, mortgage or pledge shall be valid. If the Lessee becomes
embarrassed or insolvent, or makes an assignment for the benefit of creditors,
or if a petition in bankruptcy is filed by or against the Lessee or a xxxx in
equity or other proceeding for the appointment of a receiver for the Lessee is
filed, or if the real or personal property of the Lessee shall be sold or levied
upon any Sheriff, Xxxxxxxx or Constable, the same shall be a violation of this
covenant.
(c) Place or allow to be placed any stand, booth, sign or show case
upon the doorsteps, vestibules or outside walls or pavements of said premises,
or paint, place, erect or cause to be painted, placed or erected any sign,
projection or device on or in any part of the premises. Lessee shall remove any
sign, projection or device painted, placed or erected, if permission has been
granted and restore the walls, etc., to their former conditions, at or prior to
the expiration of this lease. In case of the breach of this covenant (in
addition to all other remedies given to Lessor in case of breach of any
conditions or covenants of this lease) Lessor shall have the privilege of
removing said stand, booth, sign, show case, projection or device, and restoring
said walls, etc., to their former condition, and Lessee, at Lessor's option,
shall be liable to Lessor for any and all expenses so incurred by Lessor.
(d) Make any alterations, improvements, or additions to the demised
premises. All alterations, improvements, additions or fixtures, whether
installed before or after the execution of this lease, shall remain upon the
premises at the expiration or sooner determination of this lease and become the
property of Lessor, unless Lessor shall, prior to the determination of this
lease, have given written notice to Lessee to remove the same, in which event
Lessee will remove such alterations, improvements and additions and restore the
premises to the same good order and condition in which they now are. Should
Lessee fail so to do, Lessor may do so, collecting, at Lessor's option, the cost
and expense thereof from Lessee as additional rent.
(e) Use or operate any machinery that, in Lessor's opinion, is harmful
to the building or disturbing to other tenants occupying other parts thereof.
(f) Place any weights in any portion of the demised premises beyond the
safe carrying capacity of the structure.
(g) Do or suffer to be done, any act, matter or thing objectionable to
the fire insurance companies whereby the fire insurance or any other insurance
now in force or hereafter to be placed on the demised premises, or any part
thereof, or on the building of which the demised premises may be a part, shall
become void or suspended, or whereby the same shall be rated as a more hazardous
risk than at the date of execution of this lease, or employ any person or
persons objectionable to the fire insurance companies or carry or have any
benzene or explosive matter of any kind in and about the demised premises. In
case of a breach of this covenant (in addition to all other remedies given to
Lessor in case of the breach of any of the conditions or covenants of this
lease) Lessee agrees to pay to Lessor as additional rent any and all increase or
increases of premiums on insurance carried by Lessor on the demised premises, or
any part thereof, or on the building of which the demised premises may be a
part, caused in any way by the occupancy of Lessee.
(h) Remove, attempt to remove or manifest an intention to remove
Lessee's goods or property from or out of the demised premises otherwise that in
the ordinary and usual course of business, without having first paid and
satisfied Lessor for all rent which may become due during the entire term of
this lease.
(i) Vacate or desert said premises during the term of this lease, or
permit the same to be empty and unoccupied. Lessee covenants and agrees that
Lessor shall have the right to do the following things and matters in and about
the demised premises.
(a) At all reasonable times by himself or his duly authorized agents to
go upon and inspect the demised premises and every part thereof, and/or at his
option to maker repairs, alterations and additions to the demised premises or
the building of which the demised premises is a part.
(b) At any time or times and from time to time to make such rules and
regulations as in his judgment may from time to time be necessary for the
safety, care and cleanliness of the premises, and for the preservation of good
order therein. Such rules and regulations shall, when noticed thereof is given
to Lessee, form a part of this lease.
(c) To display a "For Sale" sign at any time, and also, after notice
from either party of intention to determine this lease, or at any time within
three months prior to the expiration of this lease, a "For Rent" sign, or both
"For Rent" and "For Sale" signs; and all of said signs shall be placed upon such
part of the premises as Lessor may elect any may contain such matter as Lessor
shall require. Prospective purchasers or tenants authorized by Lessor may
inspect the premises at reasonable hours at any time.
(d) The Lessor may discontinue all facilities furnished and services
rendered, or any of them, by Lessor, not expressly covenanted for herein, it
being understood that they constitute no part of the consideration for this
lease.
(a) Lessee agrees to be responsible for and to relieve and hereby
relieves the Lessor from all liability by reason of any injury or damage to any
person or property in the demised premises, whether belonging to the Lessee or
any other person, caused by any fire, breakage or leakage in any part or portion
of the demised premises, or any part or portion of the building of which the
demised premises is a part, or from water, rain or snow that may leak into,
issue or flow from any part of the said premises, or of the building of which
the demised premises is a part, or from the drains, pipes, or plumbing work of
the same or from any place or quarter, whether such breakage, leakage, injury or
damage be caused by or result from the negligence of Lessor or his servants or
agents or any person or persons whatsoever.
(b) Lessee also agrees to be responsible for and to relieve and hereby
relieves Lessor from all liability by reason of any damage or injury to any
person or thing which may arise from or be due to the use, misuse or abuse of
all or any of the elevators, hatches, openings, stairways, hallways, of any kind
whatsoever on the said premises or the building of which may exist or hereafter
be erected or constructed on the said premises, or from any kind of injury which
may arise from any other cause whatsoever on the said premises or the building
of which the demised premises is a part, whether such damage, injury, use,
misuse or abuse be caused by or, result from the negligence of Lessor, his
servants or agents or any other person or persons whatsoever.
(a) In the event that the demised premises is totally destroyed or so
damaged by fire or other casualty not occurring through fault or negligence of
the Lessee or those employed by or acting for him, that the same cannot be
repaired or restored within a reasonable time, this lease shall absolutely cease
and determine, and the rent shall xxxxx for the balance of the term.
(b) If the damage caused as above be only partial and such that the
premises can be restored to their then condition within a reasonable time, the
Lessor may, at his option, restore the same with reasonable promptness,
reserving the right to enter upon the demised premises for that purpose. The
Lessor also reserves the right to enter upon the demised premises whenever
necessary to repair damage caused by fire or other casualty to the building of
which the demised premises is a part, even through the effect of such entry be
to render the demised premises or a part thereof untenantable. In either event,
the shall be apportioned and suspended during the time the Lessor is in
possession, taking into account the proportion of the demised premises rendered
untenantable and the duration of the Lessor's possession. If a dispute arises as
to the amount of rent due under this clause, Lessee agrees to pay the full
amount claimed by Lessor. Lessee shall, however, have the right to proceed by
law to recover the excess payment, if any.
(c) Lessor shall make such election to repair the premises or terminate
this lease by giving notice thereof to Lessee at the leased premises within
thirty days from the day Lessor received notice that the demised premises had
been destroyed or damaged by fire or other casualty.
(d) Lessor shall not be liable for any damage, compensation or claim by
reason of inconvenience or annoyance arising from the necessity of repairing any
portion of the building, the interruption in the use of the premises, or the
termination of this lease by reason of the destruction of the premises.
(e) The Lessor has left the demised premises in their present condition
and without any representations on the part of the Lessor, his officers,
employees, servants and/or agents. It is understood and agreed that Lessor is
under no duty to make repairs or alterations at the time of letting or at any
time thereafter.
(f) It is understood and agreed that the Lessor hereof does not warrant
or undertake that the Lessee shall be able to obtain a permit under any Zoning
Ordinance or Regulation for such use as Lessee intends to make of the said
premises, and nothing in this lease contained shall obligate the Lessor to
assist Lessee in obtaining said permits; the Lessee further agrees that in the
event a permit cannot be obtained by Lessee under any Zoning Ordinance or
Regulation, this lease shall not terminate without Lessor's consent, and the
Lessee shall use the premises only in a manner permitted under such Zoning
Ordinance or Regulation.
(a) No contract entered into or that may be subsequently entered into
by Lessor with Lessee, relative to any alterations, additions, improvements or
repairs, nor the failure of Lessor to make such alterations, additions,
improvements or repairs as required by any such contract, nor the making by
Lessor or his agents or contractors of such alterations, additions, improvements
or repairs shall in any way affect the payment of the rent or said other charges
at the time specified in this lease.
(b) It is hereby expressly agreed and understood that the said Xxxx
Realty Group, Inc. is acting as agent only and shall not in any event be held
liable to the owner or to Lessee for the fulfillment or non-fulfillment of any
of the terms or conditions of this lease, or for any action or proceedings that
may be taken by the owner against Lessee, or by Lessee against the owner.
(c) It is hereby covenanted and agreed, any law, usage or custom to the
contrary notwithstanding, that Lessor shall have the right at all times to
enforce the covenants and provisions of this lease in strict accordance with the
terms hereof, notwithstanding any conduct or custom on the part of the Lessor in
refraining from so doing at any time or times; and, further, that the failure of
Lessor at any time or times to enforce his rights under said covenants and
provisions strictly in accordance with the same shall not be construed as having
created a custom in any way or manner contrary to the specific terms, provisions
and covenants of this lease or as having in any way or manner modified the same.
(d) This lease is granted upon the express condition that Lessee and/or
the occupants of the premises herein leased, shall not conduct themselves in a
manner which the Lessor in his sole opinion may deem improper or objectionable,
Lessee shall be taken to have broken the covenants and conditions of this lease,
and Lessor will be entitled to all of the rights and remedies granted and
reserved herein for the Lessee's failure to observe any of the covenants and
conditions of this lease.
(e) In the event of the failure of Lessee promptly to perform the
covenants of Section 8(b) hereof, Lessor may go upon the demised premises and
perform such covenants, the cost thereof, at the sole option of Lessor, to be
charged to Lessee as additional and delinquent rent.
If the Lessee:
(a) Does not pay in full when due any and all installments of rent
and/or any other charge or payment herein reserved, included, or agreed to be
treated or collected as rent and/or any other charge, expense, or cost herein
agreed to be paid by the Lessee, or
(b) Violates or fails to perform or otherwise breaks any covenant or
agreement herein contained; or
(c) Vacates the demised premises or removes or attempts to remove or
manifests an intention to remove any goods or property there from otherwise than
in the ordinary and usual course of business without having first paid and
satisfied the Lessor in full for all rent and other charges then due or that may
thereafter become due until the expiration of the then current term, above
mentioned; or
(d) Becomes embarrassed or insolvent, or makes an assignment for the
benefit of creditors, or if a petition in bankruptcy is filed by or against the
Lessee, or a xxxx in equity or other proceeding for the appointment of a
receiver for the Lessee is filed, or if proceedings for reorganization or for
composition with creditors under any State or Federal law be instituted by or
against Lessee, or if the real or personal property of the Lessee shall be sold
or levied upon by any Sheriff, Xxxxxxxx or Constable; __________________________
________________________________________________________________________________
then and in any or either of said events, there shall be deemed to be a breach
of this lease, and thereupon ipso facto and without entry or other action by
Lessor;
(1) The rent for the entire unexpired balance of the term of this
lease, as well as all other charges, payments, costs and expenses herein agreed
to be paid by the Lessee, or at the option of Lessor any part thereof, and also
all costs and officers' commissions including watchmen's wages and further
including the five percent chargeable by Act of Assembly to the Lessor, shall,
in addition to any and all installments of rent already due and payable and in
arrears and/or any other charge or payment herein reserved, included or agreed
to be treated or collected as rent, and/or any other charge, expense or cost
herein agreed to be paid by the Lessee which may be due and payable and in
arrears, be taken to be due and payable and in arrears as if by the terms and
provisions of this lease, the whole balance of unpaid rent and other charges,
payments, taxes, costs and expenses were on that date payable in advance; and if
this lease or any part thereof is assigned, or if the premises or any part
thereof is sub-let, Lessee hereby irrevocably constitutes and appoints Lessor
Lessee's agent to collect the rents due by such assignee or sub-lessee and apply
the same to the rent due hereunder without in any way affecting Lessee's
obligation to pay any unpaid balance of rent due hereunder;
(2) This lease and the term hereby created shall determine and become
absolutely void without any right on the part of the Lessee to save the
forfeiture by payment of any sum due or by other performance of any condition,
term or covenant broken; whereupon, Lessor shall be entitled to recover damages
for such breach in an amount equal to the amount of rent reserved for the
balance of the term of this lease, less the fair rental value of the said
demised premises, for the residue of said term.
In the event of any default as above set forth in Section 14, the
Lessor, or anyone acting on Lessor's behalf, at Lessor's option:
(a) may without notice or demand enter the demised premises, breaking
open locked doors if necessary to effect entrance, without liability to action
for prosecution or damages for such entry or for the manner thereof, for the
purpose of distraining or levying and for any other purposes, and take
possession of and sell all goods and chattels at auction, on three days' notice
serviced in person on the Lessee or left on the premises, and pay the said
Lessor out of the proceeds, and even if the rent be not due and unpaid, should
the Lessee at any time remove or attempt to remove goods and chattels from the
premises without leaving enough thereof to meet the next periodical payment,
Lessee authorizes the Lessor to follow for a period of ninety days after such
removal, take possession of and sell at auction, upon like notice, sufficient of
such goods to meet the proportion of rent accrued at the time of such removal;
and the Lessee hereby releases and discharges the Lessor, and his agents, from
all claims, actions, suits, damages, and penalties, for or by reason or on
account of any entry, distraint, levy, appraisement or sale; and/or
(b) may enter the premises, and without demand proceed by distress and
sale of the goods there found to levy the rent and/or other charges herein
payable as rent, and all costs and officers' commissions, including watchmen's
wages and sums chargeable to Lessor, and further including a sum equal to 5% of
the amount of the levy as commissions to the constable or other person making
the levy, shall be paid by the Lessee, and in such case all costs, officers'
commission and other charges shall immediately attach and become part of the
claim of Lessor for rent, and any tender of rent without said costs, commission
and charges made after the issue of a warrant of distress shall not be
sufficient to satisfy the claim of the Lessor. Lessee hereby expressly waives in
favor of Lessor the benefit of all laws now made or which may hereafter be made
regarding any limitation as to the goods upon which, or the time within which,
distress is to be made after removal of goods, and further relieves the Lessor
of the obligations of proving or identifying such goods, it being the purpose
and intent of this provision that all goods of Lessee, whether upon the demised
premises or not, shall be liable to distress for rent. Lessee waives in favor of
Lessor all rights under the Act of Assembly of April 6, 1951, P. L. 69, and all
supplements and amendments thereto that have been or may hereafter be passed,
and authorizes the sale of any goods distrained for rent at any time after five
days from said distraint without any appraisement and/or condemnation thereof.
(c) The Lessee further waives the right to issue a Writ of Replevin
under the Pennsylvania Rules of Civil Procedure, No. 1071 &c. and Laws of the
Commonwealth of Pennsylvania, or under any other law previously enacted and now
in force, or which may be hereafter enacted, for the recovery of any articles,
household goods, furniture, etc., seized under a distress for rent or levy upon
an execution for rent, damages or otherwise; all waivers hereinbefore mentioned
are hereby extended to apply to any such action; and/or
(d) may lease said premises or any part or parts thereof to such person
as may in Lessor's discretion seem best and the Lessee shall be liable for any
loss of rent for the balance of the then current term.
If rent and/or charges hereby reserved as rent shall remain unpaid on
any day when the same ought to be paid, Lessee hereby empowers any Prothonotary,
Clerk of Court or attorney of any Court of Record to appear for Lessee in any
and all actions which may be brought rent and/or the charges, payments, costs
and expenses reserved as rent, or agreed to be paid by the Lessee and/or to sign
for Lessee an agreement for entering in any competent Court an amicable action
or actions for the recovery of rent or other charges, payments, costs and
expenses, and in said suits or in said amicable action or actions to confess
judgment against Lessee for all or any part of the rent specified in this lease
and then unpaid including, at Lessor's option, the rent for the entire unexpired
balance of the term of this lease, and/or other charges, payments, costs and
expenses reserved as rent or agreed to be paid by the Lessee, and for interest
and costs together with any attorney's commission of 5%. Such authority shall
not be exhausted by one exercise thereof, but judgment may be confessed as
aforesaid from time to time as often as any of said rent and/or other charges,
payments, costs and expenses, reserved as rent shall fall due or be in arrears,
and such powers may be exercised as well after the expiration of the original
term and/or during any extension or renewal of this lease.
When this lease shall be determined by condition broken, either during
the original term of this lease or any renewal or extension thereof, and also
when and as soon as the term hereby created or any extension thereof shall have
expired, it shall be lawful for any attorney as attorney for Lessee to file an
agreement for entering in any competent Court an amicable action and judgment in
ejectment against Lessee and all persons claiming under Lessee for the recovery
by Lessor of possession of the herein demised premises, for which this lease
shall be his sufficient warrant, whereupon, if Lessor so desires, a writ of
execution or of Possession may issue forthwith, without any prior writ or
proceedings whatsoever, and provided that if for any reason after such action
shall have been commenced the same shall be determined and the possession of the
premises hereby demised remain in or be restored to Lessee, Lessor shall have
the right upon any subsequent default or defaults, or upon the termination of
this lease as hereinbefore set forth, to bring one or more amicable action or
actions as hereinbefore set forth to recover possession of the said premises.
In any amicable action of ejectment and/or for rent in arrears, Lessor
shall first cause to be filed in such action an affidavit made by him or someone
acting for him setting forth the facts necessary to authorize the entry of
judgment, of which facts such affidavit shall be conclusive evidence and if a
true copy of this lease (and of the truth of the copy such affidavit shall be
sufficient evidence) be filed in such action, it shall not be necessary to file
the original as a warrant of attorney, any rule of Court, custom or practice to
the contrary notwithstanding.
Lessee expressly agrees that any judgment, order or decree entered
against him by or in any Court or Magistrate by virtue of the powers of attorney
contained in this lease, or otherwise, shall be final, and that he will not take
an appeal, certiorari, writ of error, exception or objection to the same, or
file a motion or rule to strike off or open or to stay execution of the same,
and releases to Lessor and to any and all attorneys who may appear for Lessee
all errors in the said proceedings, and all liability therefore. Lessee
expressly waives the benefits of all laws, now or hereafter in force, exempting
any goods on the demised premises, or elsewhere from distraint, levy or sale in
any legal proceedings taken by the Lessor to enforce any rights under this
lease. Lessee further waives the right of inquisition on any real estate that
maybe levied upon to collect any amount which may become due under the terms and
conditions of this lease, and does hereby voluntarily condemn the same and
authorizes the Prothonotary or Clerk of Court to issue a Writ of Execution or
other process upon Lessee's voluntary condemnation, and further agrees that the
said real estate may be sold on a Writ of Execution or other process. If
proceedings shall be commenced by Lessor to recover possession under the Acts of
Assembly, either at the end of the term or sooner termination of this lease, or
for nonpayment of the rent or any other reason Lessee specifically waives the
right to the three months' notice and/or the fifteen or thirty days' notice
required by the Act of April, 1951, P. L. 69, and agrees that five days' notice
shall be sufficient in either or any other case.
The right to enter judgment against Lessee and to enforce all of the
other provisions of this lease hereinabove provided for may, at the option of
any assignee of this lease, be exercised by any assignee of the Lessor's right,
title and interest in this lease in his, here or their own name, notwithstanding
the fact that any or all assignments of the said right, title and interest may
not be executed and/or witnessed in accordance with the Act of Assembly of May
28, 1715, 1 Sm. L. 90, and all supplements and amendments thereto that have been
or may hereafter be passed and Lessee hereby expressly waives the requirements
of said Act or Assembly and any and all laws regulating the manner and/or form
in which such assignments shall be executed and witnessed.
All of the remedies hereinbefore given to Lessor and all rights and
remedies given to him by law and equity shall be cumulative and concurrent. No
determination of this lease or the taking or recovering of the premises shall
deprive Lessor of any of his remedies or actions against the Lessee for rent due
at the time or which, under the terms hereof, would in the future become due as
if there has been no determination, or for any and all sums due at the time or
which, under the terms hereof, would in the future become due as if there had
been no determination, now shall the bringing of any action for rent or breach
of covenant, or the resort to any other remedy herein provided for the recovery
of rent be construed as a waiver of the right to obtain possession of the
premises.
In the event that the premises demised or any part thereof is taken or
condemned for a public or quasi-public use, this lease shall, as to the part so
taken, terminate as of the date title shall vest in the condemnor, and rent
shall xxxxx in proportion to the square feet of leased space taken or condemned
or shall cease if the entire premises be so taken. In either event the Lessee
waives all claims against the Lessor by reason of the complete or partial taking
of the demised premises, and it is agreed that the Lessee shall not be entitled
to any notice whatsoever of the partial or complete termination of this lease by
reason of the aforesaid.
This Agreement of Lease and all its terms, covenants and provisions are
and each of them is subject and subordinate to any lease or other arrangement or
right to possession, under which the Lessor is in control of the demised
premises, to the rights of the owner or owner's of the demised premises and of
the land or buildings of which the demised premises are a part, to all rights of
the Lessor's landlord and to any and all mortgages and other encumbrances now or
hereafter placed upon the demised premises or upon the land and/or the buildings
containing the same; and Lessee expressly agrees that if Lessor's tenancy,
control, or right to possession shall terminate either by expiration, forfeiture
or otherwise, then this lease shall thereupon immediately terminate and the
Lessee shall, thereupon, give immediate possession; and Lessee hereby waives any
and all claims for damages or otherwise by reason of such termination as
aforesaid.
It is hereby mutually agreed that either party hereto may terminate
this lease at the end of said term by giving to the other party written notice
thereof at least 120 days prior thereto, but in default of such notice, this
lease shall continue upon the same terms and conditions in force immediately
prior to the expiration of the term hereof as are herein contained for a further
period of one (1) year and so on from year to year unless or until terminated by
either party hereto, giving the other 120 days written notice for removal
previous to expiration of the then current term; PROVIDED, however, that should
this lease be continued for a further period under the terms hereinabove
mentioned, any allowances given Lessee on the rent during the original term
shall not extend beyond such original term, and further provided, however, that
if Lessor shall have given such written notice prior to the expiration of any
term hereby created, of his intention to change the terms and conditions of this
lease, and Lessee shall not within 30 days from such notice notify Lessor of
Lessee's intention to vacate the demised premises at the end of the then current
term, Lessee shall be considered as Lessee under the terms and conditions
mentioned in such notice for a further term as above provided, or for such
further term as may be stated in such notice. In the event that Lessee shall
give notice, as stipulated in this lease, of intention to vacate the demised
premises at the end of the present term, or any renewal or extension thereof,
and shall fail or refuse so to vacate the same on the date designated by such
notice, then it is expressly agreed that Lessor shall have the option either (a)
to disregard the notice so given as having no effect, in which case all the
terms and conditions of this lease shall continue thereafter with full force
precisely as if such notice had not been given, or (b) Lessor may, at any time
within thirty days after the present term or any renewal or extension thereof,
as aforesaid, give the said Lessee ten days' written notice of his intention to
terminate the said lease; whereupon the Lessee expressly agrees to vacate said
premises at the expiration of the said period of ten days specified in said
notice. All powers granted to Lessor by this lease may be exercised and all
obligations imposed upon Lessee by this lease shall be performed by Lessee as
well during any extension of the original term of this lease as during the
original term itself.
All notices required to be given by Lessor to Lessee shall be
sufficiently given by leaving the same upon the demised premises, but notices
given by Lessee to Lessor must be given by registered mail, and as against
Lessor the only admissible evidence that notice has been given by Lessee shall
be a registry return receipt signed by Lessor or his agent.
It is expressly understood and agreed by and between the parties hereto
that this lease and the riders attached hereto and forming a part hereof set
forth all the promises, agreements, conditions and understandings between Lessor
or his Agents and Lessee relative to the demised premises, and that there are no
promises, agreements, conditions or understandings, either oral or written,
between them other than are herein set forth. It is further understood and
agreed that, except as herein otherwise provided, no subsequent alteration,
amendment, change or addition to this lease shall be binding upon Lessor or
Lessee unless reduced to writing and signed by them.
All rights and liabilities herein given to, or imposed upon, the
respective parties hereto shall extend to and bind the several and respective
heirs, executors, administrators, successors and assigns of said parties; and if
there shall be more than one Lessee, they shall all be bound jointly and
severally by the terms, covenants and agreements herein, and the word "Lessee"
shall be deemed and taken to mean each and every person or party mentioned as a
Lessee herein, be the same one or more; and if there shall be more than one
Lessee, any notice required or permitted by the terms of this lease may be given
by or to any one thereof, and shall have the same force and effect as if given
by or to all thereof. The words "his" and "him" wherever stated herein shall be
deemed to refer to the "Lessor" and "Lessee" whether such Lessor or Lessee be
singular or plural and irrespective of gender. No rights, however, shall inure
to the benefit of any assignee of Lessee unless the assignment to such assignee
has been approved by Lessor in writing as aforesaid.
Lessee shall, upon execution hereof, deposit with Lessor as security
for the performance of all the terms, covenants, and conditions of this lease,
the sum of
- - - - - - - - - - - - -SEE PARAGRAPH 51 OF ADDENDUM - - - - - - - - - - - - -
This deposit is to be retained by Lessor until the expiration of this lease and
shall be returnable to Lessee provided that (1) premises have been vacated; (2)
Lessor shall have inspected the premises after such vacation; and (3) Lessee
shall have complied with all the terms, covenants and conditions of this lease,
in which event the deposit so paid hereunder shall be returned to Lessee;
otherwise, said sum deposited hereunder or any part thereof may be retained by
Lessor at his option, as liquidated damages, or may be applied by Lessor against
any actual loss, damage or injury chargeable to Lessee hereunder or otherwise,
if Lessor determines that such loss, damage or injury exceeds said sum
deposited. Lessor's determination of the amount, if any, to be returned to
Lessee shall be final. It is understood that the said deposit is not to be
considered as the last rental due under the lease.
Any headings preceding the text of the several paragraphs, and
sub-paragraphs hereof are inserted solely for convenience of reference and shall
not constitute a part of this lease, nor shall they affect its meaning,
construction or effect.
IN WITNESS WHEREOF, the parties hereto have executed these presents the
day and year first above written, and intend to be legally bound thereby.
SEALED AND DELIVERED IN THE PRESENCE OF:
__________________________________ _________________________________ (AGENT)
__________________________________ _________________________________ (SEAL)
__________________________________ _________________________________ (SEAL)
__________________________________ _________________________________ (SEAL)
ADDENDUM to Lease Agreement dated March 19, 2003 by and between 9
Portland Partners, (hereinafter referred to as Lessor), and Nocopi Technologies,
Inc. a Maryland Corporation and __________________________, (hereinafter
referred to as Lessee), for all that certain 5,000 square feet of rentable
industrial space situate 0 Xxxxxxxx Xxxxxx, Xxxx Conshohocken, situate in the
Borough of Xxxx Xxxxxxxxxxxx, Xxxxxx xx Xxxxxxxxxx, Xxxxx of Pennsylvania. The
space is known as Unit "C" and has approximate measurements of 100 feet x 50
feet and contains 1 tailgate loading door and 1 drive-in garage door. See
Exhibit "A" for detailed area of premises
In the event of any conflict between the provisions of this Addendum
and the preprinted provisions of this Lease, the provisions of this Addendum
shall control and shall be given full force and effect without regard to any
conflicting or contrary preprinted provisions.
30) The Minimum Annual Rent (as referred to above in paragraph 4) shall be paid
on the following schedule:
Lease Year Annually Monthly
---------- -------- -------
4/1/2003 through 3/31/2004 $33,750.00 $2,812.50
4/1/2004 through 3/31/2005 $35,100.00 $2,925.00
4/1/2005 through 3/31/2006 $36,504.00 $3,042.00
4/1/2006 through 3/31/2007 $37,964.00 $3,163.67
4/1/2007 through 3/31/2008 $39,483.00 $3,290.25
The total of the Minimum Annual rents due during the initial term of
this lease shall not be less than $182,801.00.
31) Lessee agrees to pay immediately to Lessor a late charge of ten (10%)
percent of the gross monthly rental for rents not received by Lessor by the 5th
day of the month. All base rents are due on the first day of each month. Any
rent properly mailed and postmarked prior to the first of the month shall not be
subject to a late charge until the 10th day of the month. All additionally
billed rent is due within 30 days of billing. A charge of $50.00 is applicable
for any checks returned from the bank, for whatever reason.
Any rent (including charges collectible as additional rent) overdue for
a period of more than 5 days shall bear an interest rate of 15% per annum until
paid, such interest shall be considered as additional rent and shall be payable
on demand. Any rent properly mailed and postmarked prior to the first of the
month shall not be subject to an interest charge until the 10th day of the
month.
32) Lessor and Lessee represent and warrant that Xxxx Realty Group, Inc. is the
only broker or Realtor. Nine (9) Portland Partners, being the Lessor, hereby
agrees to pay Xxxx Realty Group, Inc., a commission for brokerage services of
six (6%) percent of the minimum annual rent as collected for the duration of
said lease term and extensions, renewals or expansions. It is further agreed
that Lessor shall pay this commission quarterly.
Lessor agrees to indemnify, defend and hold Lessee harmless from any
and all cost or liability for compensation claimed by any broker or agent
employed by Lessor or claiming to have been engaged by Lessor with regard to
this Lease Agreement. Lessee agrees to indemnify, defend and hold Lessor
harmless from any and all cost or liability for compensation claimed by any
broker or agent employed by Lessee or claiming to have been engaged by Lessee
with regard to this Lease Agreement
33) Further to Paragraph 6(c) of this Lease Agreement, Lessor agrees to carry
policies insuring the improvements on Lessor's premises against fire and such
other perils, including liability coverage, as are normally covered by Lessor at
the building and owners of similar properties, in an amount of at least ninety
(90%) percent of the replacement value of such improvements, together with
insurance against other risks (including loss of rent) and in such amounts as
Lessor deems appropriate and in such amounts as are normally covered by owners
of similar properties. Lessee agrees to reimburse to Lessor its proportionate
share (Agreed to be 26.74%) of said insurance upon the building of which the
demised premises is a part during the terms of this Lease, renewals or
extensions thereof. Such cost of said insurance, as stated above, shall be paid
by the Lessee to Lessor as additional rent, in addition to the minimum annual
rental hereon reserved, within thirty (30) days of proof of payment of such
insurance. Such insurance shall not include Lessee's furniture, fixtures,
equipment or improvements. The amount due hereunder on account of said insurance
shall be apportioned for that part of the first and last calendar years covered
by the term hereof.
Lessee agrees that it will not keep, use, or offer for sale in or upon
the demised premises any article which may be prohibited by the standard form
insurance policy. Lessee agrees to follow the recommendation of the Lessor, or
its agents, on conditions that will help to lower the premium rate of insurance.
Lessee will be required to follow such recommendations only to the extent that
the y are required by law or may be accomplished without significant expense to
Lessee.
34) Further to Paragraph 6(b) of this Lease Agreement, Lessee agrees to pay as
additional rent, in addition to the minimum annual rental hereon reserved, its
proportionate share (Agreed to be 26.74%) of all taxes assessed imposed upon the
building of which the demised premises is a part during the term of this lease,
renewals or extensions thereof.
Lessor shall submit to Lessee a copy of the tax xxxx authorized and
prepared by the tax authorities, as well as a xxxx prepared by Lessor as to
Lessee's share of taxes. Lessee shall at all times be responsible for and shall
pay before delinquency all municipal, county, state, or federal taxes assessed
against any leasehold interest or any personal property of any kind owned,
installed, or used by Lessee, as well as all rent, occupancy, transportation,
utility, use, amusement, or vending machine taxes, now or hereafter imposed. The
amount due hereunder on account of such h taxes shall be a portion for that part
of the first and last fiscal years covered by the term hereof of the county,
township, and school real estate taxes. Said taxes shall be paid by Lessee to
Lessor at least one (1) month before the expiration of the net payment period of
said taxes and before penalties are assessed.
In the event that Lessee desires to take advantage of any early payment
discount, then said tax payment shall be paid by Lessee to Lessor at least one
(1) month prior to the expiration of any discount period. A xxxx submitted by
Lessor to Lessee shall be conclusive evidence of the amount of taxes assessed or
levied, as well as the items taxed.
35) Further to Paragraphs 6(d) and 6(e) of this Lease Agreement, Lessee agrees
to pay to Lessor, upon demand, as additional rent, Lessee's proportionate share
of the cost of the water used at 0 Xxxxxxxx Xxxxxx. It is agreed that Lessee's
proportionate share of water used at 0 Xxxxxxxx Xxxxxx is 26.74%.
Lessee shall pay to Lessor, upon demand, as additional rent, six ($6)
dollars for every one thousand (1,000) gallons of water used, as allocated to
Lessee, as a septic system use charge. It is agreed that said on site septic
system is for personal hygiene only and Lessee agrees that no industrial
processed water or industrial waste of any kind shall be disposed of in said
system. The proceeding sentence is a material provision of this Lease Agreement
and any violation of this provision shall be deemed to be a material breech of
the Lease Agreement.
At the option of Lessor, Lessor may install, at Lessor's expense, a
water meter for the premises. If Lessor opts to install such meter, the amount
of water used will be determined by the water meter.
36) It is understood and agreed between all parties a part hereto that this
Lease Agreement shall be deemed a net/net/net Lease. Lessor shall provide as
needed, in accordance with a good industrial park, maintenance practices in the
opinion of the Lessor, certain services to the common areas of the property of
which the demised premises is a part as well as the common areas of the entire
building.
Said services shall include, but may not be limited to, the cutting of
grass, maintenance of landscaping, snow and ice removal, maintenance of sanitary
sewer systems, maintenance of retention basins, general periodic clean-up,
replacement of exterior lights and bulbs and/or fixtures, common area lighting,
repairs to the parking area and access roads, including the main access roads,
and seven (7%) percent of all the foregoing costs to cover the Lessor's
administrative and overhead costs. Coincidental with these services, Lessor
shall xxxx Lessee quarterly (every three months) for Lessee's proportionate
share which is agreed to be 26.74%. Any such xxxxxxxx shall be treated as
additional rent, and shall be as same in accordance with the provisions of this
L ease Agreement, including Paragraph 31 of this lease.
37) In compliance with Paragraph 9(c) of this Lease Agreement, and any other
applicable provisions contained herein, it is understood and agreed that the
Lessee will not install any signs without having first received written
permission from Lessor, and will be solely responsible for any cost and effort
as may be required for the installation of signs on the building or within the
demised premises. This responsibility includes the purchase, installation,
maintenance, upkeep, and removal if required by Lessor (and repair after removal
of any damage caused by the sign), of any such sign(s). Further, Lessee is
responsible for all governmental approval and fees with regard to any signs.
Lessee shall also maintain in good repair any signs erected under this
provision. Lessor makes no representation as to the permissibility by
governmental authority of any signs.
38) Lessee, at Lessee's expense, shall comply with all laws, rules, orders,
ordinances, directions, regulations, and requirements of federal, state, county
and municipal authorities, now in force or which may hereafter be in force,
which shall impose any duty upon Lessor or Lessee with respect to the use,
occupation or alteration of the demised premises. This shall include, obtaining
whatever permits and/or licenses which may be required by Lessee to operate from
this location, and compliance with the Americans with Disabilities Act relating
to Lessee's use and occupancy of the demised premises. Lessor makes no
representations with regard to the zoning of the premises and any permissible
uses of the premises.
39) Notwithstanding anything to the contrary herein contained, each party waives
any and all right to recover against the other party for damage to the demised
premises or loss to property therein occurring from fire, or other casualty,
covered by standard fire insurance policies with extended coverage, provided
that each waiver shall be effective and binding only to the extent that such
insurance covering the damage is in force permitting such waiver and to the
extent actual recovery is had thereon.
40) During the term of this lease and any extensions thereof, Lessee shall keep
in full force and effect a policy of Commercial General Liability Insurance in
which the limits of Bodily Injury shall not be less than $2,000,000.00 per
occurrence, and on which the Property Damage limit shall not be less than
$1,000,000.00 per occurrence. The insurance carrier and the form and substance
of the policy shall be to the reasonable satisfaction of Lessor and a copy of
the policy or a Certificate of Insurance shall be delivered to the Lessor. The
insurance carrier shall be a responsible insurance carrier authorized to do
business in Pennsylvania. Said policy shall name Lessor and Lessee as insured,
and shall contain a clause that the insurer will not cancel or change the
insurance without first giving the Lessor thirty (30) days prior written notice.
41) Lessor's responsibility under this lease shall be limited to its interest in
the demised premises, and Lessor shall not be personally liable hereunder.
Lessee agrees to look solely to Lessor's interest in the demised premises and in
the building for the collection of any judgment, and, in entering any such
judgment, the person entering same shall request the Prothonotary to xxxx the
judgment index accordingly. If the demised premises are transferred or conveyed,
Lessor shall be relieved of all covenants and obligations under this lease
thereafter, provided that notice of the transfer or conveyance is given to
Lessee.
42) Lessee represents and warrants that they will not dump, bury, or contaminate
the property with any hazardous waste, petroleum products or hazardous
substances, or other substances at the property contrary to any governmental
regulation. Lessee agrees and understands that should it violate any
environmental regulation, then it shall be the sole responsibility of Lessee to
correct said problem to the satisfaction of the Lessor and the Department of
Environmental Resources, the Environmental Protection Agency, and any other
governmental agency. Lessee will indemnify and hold harmless Lessor from any
damages, fines, cost of clean-up, attorney fees, etc. The provisions of this
paragraph shall survive the expiration of this Lease. Lessor agrees to comply
with the above provisions and will require that any other tenants or occupants
of the building also comply with the above provisions.
43) Lessee agrees to prohibit any odors, smoke, noise, or other pollutant
resulting from the use of the premises, to the extent that any such pollution is
contrary to any governmental rule or regulation. Lessor agrees to comply with
the above provisions and will require that any other tenants or occupants of the
building also comply with the above provisions.
44) During the term of this Lease Agreement, Lessor is responsible for the
maintenance of the roof and exterior walls. If Lessee should disturb the roof in
any manner which would affect the Lessor's roof guarantee, the Lessee shall be
responsible to satisfy said guarantee. Any repair or maintenance to the property
that is made necessary through the misuse, abuse, or negligence of the Lessee
shall be the sole responsibility of the Lessee and Lessee shall reimburse Lessor
for any expenses resulting from the misuse, abuse, or negligence.
45) Outside storage is not permitted without the advance written approval of the
Lessor.
46) Lessee certifies that Lessee is not a non-resident alien, or foreign
corporation, a foreign partnership, or foreign trust, or a foreign estate (as
these terms are defined in the Internal Revenue Code and Income Tax
Regulations.) Lessee acknowledges that this certification may be disclosed to
the Internal Revenue Service pursuant to federal law.
47) Lessee shall be solely responsible for, agrees to contract with, and
promptly pay all charges for heat, gas, water, sewer, electricity, trash,
telephone, or any other utility or other service rendered, used or consumed in
the demised premises, and service inspections made thereof, whether called
charge, tax, assessment, fee or otherwise. Lessee shall also pay any "fire
company charge" imposed with respect to the premises. However, Lessee shall not
be responsible for any "fire company charge" that is imposed with regard to the
premises as a result of another tenant's occupancy of the building.
Should Lessor elect to supply the water, gas, heat, electricity, trash,
sewer or any other utility used or consumed in the demised premises, Lessee
agrees to purchase and pay for the same as additional rent at rates which will
not exceed those rates as filed by the utility that formerly supplied such
utilities with the proper regulatory authorities. In no event shall Lessor be
liable for an interruption or failure in the supply of any such utilities to the
demised premises. Should the Lessee fail to make these payments when due, Lessor
shall have the right to settle therefore such sums to be considered additional
rent and collectible from Lessee as such by distress or other process, and to
have all the priorities given by law to claims for rent.
Lessee further covenants and agrees throughout the term of this Lease
Agreement, any extensions or renewals thereof, that it will be responsible to
maintain the demised premises in good repair, order and condition, at its sole
cost and expense, excluding any normal maintenance as may be required to the
structural members, exterior walls, or roof of the demised premises, which
Lessor is responsible to maintain, provided Lessee is not negligent. Lessee
agrees to maintain all floors, interior walls, ceilings, doors of all types,
locks, closures, and hinges, all lighting (including the replacement of light
bulbs), all glass including windows, all electrical, heat, ventilating, and
air-conditioning systems, as well as all utilities and plumbing systems above g
round servicing the demised premises, making all repairs and/or replacements
thereto as may be required or necessary, with materials of like quality. In
addition to the above, Lessor will be responsible (except in the case of
Lessee's negligence, in which case Lessee will be responsible) for maintenance
of structural members, and exterior walls and replacement of heating and
ventilation equipment at Lessor's sole cost and expense. Said expenses of Lessor
will not constitute part of the common area charges under Paragraph 36. Further,
it is agreed that Lessee will make ordinary repairs, but will not be responsible
for replacement of heating and ventilation equipment. Lessor is not responsible
for the maintenance or replacement of any air-conditioning systems within the
premises.
The demised premises will be delivered to Lessee with the plumbing,
heating, electrical and other utility systems in good working order, the roof
free from leaks and all doors, windows and interior partitions in good repair
and working order.
In addition, Lessee herein shall be responsible to have the heating
system serviced a minimum of once a year. Said servicing shall be at the sole
cost of the Lessee, shall be performed by a reputable heating and/or air
conditioning contractor, and copies of said contract shall be submitted to
Lessor by Lessee annually. Should Lessee fail to service said systems, then this
work may be done by the Lessor, and immediate payment as well as a service
charge of ten (10%) percent shall be due from Lessee for such work and/or
repairs. It is further agreed that at all times, Lessee shall maintain enough
heat in the demised premises to prevent the water line from freezing.
Further, Lessee shall be responsible for the cleanliness of the demised
premises and shall be responsible, at Lessee's sole cost and expense, for the
operation, recycling, and removal of Lessee's waste materials to conform with
any and all governmental rules and regulations thereto. Lessor shall have the
right to designate the location of all dumpsters, it being understood that
dumpsters shall be placed in the parking area of the building. Lessee agrees to
comply with all Board of Health rules and regulations.
48) Lessee shall have the non-exclusive use in common with the Lessor, other
tenants, and their agents and/or invitees, of the driveway and footways at 0
Xxxxxxxx Xxxxxx, which will not be materially diminished during the term of the
lease subject to reasonable rules and regulations for the use thereof as
prescribed from time to time by Lessor. Vehicular and truck parking by Lessee,
its agents, employees and/or invitees, shall be in those areas designated by the
Lessor for that use. Further, Lessee, its agents, employees and/or invitees,
shall not obstruct any ingress or egress roadways, driveways, firelanes,
loading, unloading areas, walkways and building entrances that service the
property of which the demised premises is a part. Lessee agrees that upon
written notice from Lessor, it will furnish to Lessor, within five days, the
state automobile license numbers assigned to the vehicles of the Lessee and its
employees. Any vehicles that are illegally parked shall be towed away at the
sole expense of the vehicle owner/driver. Lessor shall not be liable for any
vehicles of the Lessee or its employees that the Lessor shall have towed from
the premises when illegally parked. Lessor will not be liable for damage to
vehicles in the parking areas or for theft of vehicles, personal property from
vehicles, or equipment of vehicles. Lessor reserves the right to assign each
tenant parking spots in direct proportion to the tenant's occupancy of the
overall building. Lessee shall be entitled to no more than 26.74% of the parking
spaces.
49) Lessor, its employees and agents shall have the right to enter the demised
premises at all reasonable times, during normal business hours, for the purpose
of examining or inspecting the same, showing the same to prospective purchasers
or tenants of the building, or mortgagee, and making such alterations, repairs,
improvements or additions to the demised premises or to the building as Lessor
may deem necessary or desirable. Except in the case of emergency, any such entry
shall be after reasonable notice to Lessee. If a representative of Lessee shall
not be present to open and permit entry into the demised premises at any time
when such entry by Lessor is necessary or permitted hereunder, Lessor may enter
by means of a master key (or forcibly in the event of an emergency) without
liability to Lessee and without such entry constituting an eviction of Lessee or
termination of the Lease Agreement.
50) Lessor and Lessee agree that the spaced is leased "As Is" except for all
existing mechanical systems which will be in working order. Exhibit "B" attached
hereto outlines additional interior office improvements needed by Lessee. If
Lessee constructs the additional improvements as outlined in Exhibit "B", and
Lessee's cost exceeds $10,000.00, Lessor agrees to contribute $10,000.00 towards
any of these additional office improvements. This includes all necessary
electrical and HVAC. Upon completion of the construction, Lessee shall present
to Lessor an itemization of expenses.
In the event that Lessee requests that Lessor construct the
improvements for Lessee, Lessee agrees to deposit its share of the construction
expenses (anything over $10,000.00) with Lessee Realty Group, Inc. to be held in
escrow until the work is completed ("Construction Deposit"). Upon completion of
the agreed work, all construction costs related to the additional improvements
will be itemized and presented to Lessee. If the construction costs minus
Lessor's share ($10,000.00) equals or exceeds the Construction Deposit held by
Lessee, the entire amount shall be released to Lessor and Lessee shall
immediately pay to Lessor the difference between the construction costs minus
Lessor's share ($10,000.00) and the Construction Deposit held by Lessee. If the
Construction Deposit is greater than the construction costs minus Lessor's share
($10,000.00), then Lessee shall remit to Lessor, the construction costs minus
Lessor's share of the construction costs ($10,000.00). Any remaining
Construction Deposit shall be returned to Lessee.
Any additional work needed to be done shall be done at the expense of
the Lessee. All work to be performed by the Lessee or at the request of Lessee
shall be approved, in writing by the Lessor and shall be in compliance with all
applicable state and local regulations and rules. This includes the work to be
done as outlined in Exhibit "B". Lessor shall be provided a Mechanics Lien
Waiver on all work to be performed by Lessor or on behalf of Lessee.
51) In accordance with Paragraph 28 of the Lease Agreement, Lessee agrees to
deposit with Lessor, Eight Thousand Four hundred and Thirty Seven Dollars and
Fifty Cents ($8,437.50). Lessor agrees to hold the security deposit in an
interest bearing savings account. Upon termination of the Lease Agreement,
interest is to follow principal. Any Security Deposit to be returned to Lessee
shall be returned within thirty (30) days after the termination of the Lease
Agreement and Lessee's possession of the property.
52) The first installment of the rental payments as outlined above in Paragraphs
4 and 30 is to be Two Thousand and Eight Hundred and Twelve Dollars and Fifty
Cents ($2,812.50) and is to be paid at the signing of this Lease Agreement.
Thereafter, the monthly installments are to be paid in accordance with the Lease
Agreement. In the event that the space is ready for occupancy prior to 4/1/03,
Lessee agrees to pay Lessor the pro rata monthly rent for the period of early
occupancy as well as the additional rents billed as common area maintenance,
insurance, taxes, etc.
53) It is understood and agreed that the Lessor does not warrant or undertake
that the Lessee shall be able to obtain a permit under any Zoning Ordinance or
Regulation for such use as Lessee intends to make of the said premises. Lessee
and Lessor shall make all reasonable and necessary actions sufficient to obtain
such perm it approvals within 20 days of the signing of this Lease Agreement. If
neither Lessor nor Lessee are able to obtain the necessary permits, then either
Lessee or Lessor may terminate this Lease Agreement. In the event that the Lease
Agreement is terminated as per this paragraph, neither party shall have any
further obligations to the other party and the agreement shall be null and void.
Paragraphs 1 through 53, inclusive and Exhibit "A" and "B" are
attached hereto and made a part of this lease.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day
and year first written above.
/s/ Xxxxxx X. Xxxxxxxxx, Lessee
-----------------------------------------
9 Portland Partners Lessor
Xxxxxx X. Xxxxxxxxx, Partner
/s/_____________________
Witness
Nocopi Technologies, Inc.
By: /s/ Xxxxxxx Xxxxxxxxx, M.D.
-----------------------------------------
Title:__CEO______________________________
Lessee
/s/______________________
Witness
