EXHIBIT 10.1.2
ADDENDUM - No. 2A
To "Standard Industrial/Commercial Multi-Tenant Lease - Gross"
Of the "American Industrial Real Estate Association"
Executed on or about 15 October 2002
And
Addendum to Above Lease dated 01 July 2003
Del Mar Avionics, Lessor, and HiEnergy Technologies, Lessee
01 January 2004
WHEREAS, Lessee desires to continue to lease additional parking area for
construction and temporary operation of a Secure Area and protected "radiation
use zone" area for research and development of fast neutron generation and
impact upon nuclei of substances within defined enclosures in said Secure Area
for observation of characteristic photon, gamma ray, distributions emanating
from said neutron nuclear impact to yield a definitive photon spectrum and
thereby determine a chemical composition of substances within said enclosures.
WHEREAS, Lessor is willing to lease for a temporary period (not to exceed six
[6] months) a defined secure area (40' x 60') of the Del Mar Avionics Technology
parking area for a period not to exceed six (6) months to Lessee, said protected
area being more clearly delineated in the attached map and schedule.
NOW THEREFOR, in consideration of the aforesaid intention of parties hereto,
Lessor and Xxxxxx agree to be bound to the following mutually assented-to
provisions:
BASE RENT SCHEDULE
Monthly rent is established at $.50/ft2 for a 40 x 60' specified secure area =
2400 ft2. Monthly rent is therefore $1,200/month commencing 1 January 2004.
PERIOD
Lease period shall commence on 1 January 2004 and continue for six (6) months on
a month-to-month basis. Term for the lease period shall, however, be on the
month-to-month basis not to exceed six (6) months total duration.
TERMINATION
The lease shall terminate no later than 30 June 2004; however, either party
hereto may give, and must give a thirty-day notice to terminate the lease and
vacate the secure area premises.
PROPERTY ALTERATION
It is understood that Xxxxxx's has built a concrete enclosure within said Secure
Area with thick walls to prevent spurious transmission of nuclear particles from
the enclosed area. It is also understood that alteration of the ground support
has been made to support the heavy concrete enclosure structure. Parties hereto
both understand that it is exclusively Xxxxxx's responsibility to maintain said
concrete enclosure, and it is also exclusively Xxxxxx's responsibility to return
the premises to their previous state and normal parking area state upon
termination of said lease. Repair and reconstruction of the Secure Area premises
must be accomplished in a timely manner and within the thirty-day notice to
terminate period.
HAZARDOUS WASTE AND MATERIALS
Lessee agrees to store hazardous waste, if any, securely within the leased
Secure Area in appropriate containers. Lessee shall be responsible for proper
disposal and safeguarding of any and all hazardous wastes. Hazardous materials,
on the other hand, such as nuclear and radioactive material must comply with
state and federal EPA, NRC, and AEC requirements as well as the following
provisions.
Lessor consents that upon signing of this lease agreement, Lessee shall apply to
the State of California for a license or licenses for the use on the leased
premises of the equipment required for the development and testing of the
detection technologies of Lessee including but not limited to standard
commercially available sealed capsule of an Americium-Beryllium source and
electrically powered neutron generators. Lessor understands that said type of
equipment is essential for the operation of Lessee, and Lessor hereby grants
permission for the use of the equipment provided, however, that:
all required state and federal license have been granted and copies thereof
supplied to Lessor;
location and shielding of the equipment will provide radiation safety under the
state and federal regulations;
radiation monitoring, and calibration of the monitoring instruments, will be
done regularly by the state licensed and experienced University of California
Radiation Safety Officer;
Lessee will not store radioactive waste in or outside the leased premises, and
shall arrange for state-approved pickup and disposal of any discarded
radioactive wastes or byproducts at Lessee's expense.
SECURITY
As additional security of the Secured Area, Lessee shall maintain a temporary
chain link fence around the perimeter of the Secured Area which can be accessed
only through a locked gate. All vehicles associated with the Secured Area
activities or Xxxxxx's activities in general must be parked within the fence of
said Secured Area or in Lessee's normal parking area near Building 1601.
PERSONAL PROPERTY OF XXXXXX
No hazardous property or materials of Lessee shall be kept within said Secured
Area at times when said premises are not under close and active visual
supervision.
LESSEE LIABILITY
Notwithstanding anything to the contrary set forth in this Lease, unless caused
by Lessee or Lessee's employees, agents or contractors (collectively, "Lessee's
Employees"), Lessee shall not have any responsibility for:
existing violations of Applicable Requirements relating to any part of the
Premises, the Building or the Project as of the date Lessee takes possession of
the Premises;
any Hazardous Substances present in, on, under or about any part of the Project
as of the date Lessee takes possession of the Premises or that were brought
into, onto, about, or under any part of the Project by Lessor after the date
Lessee takes possession of the premises, except for Hazardous Substances brought
onto the Project by Lessee or Xxxxxx's Employees;
without limiting the generality of the foregoing, the cleanup, remediation, or
removal of any hazardous substances present in, on, under or about any part of
the project as of the date Lessee takes possession of the premises or that were
or are brought into, onto, about, or under any part of the project after the
date Lessee takes possession of the premises, except for hazardous substances
brought onto the project by Lessee or Lessee's employees.
2
LIABILITY INSURANCE
Lessee shall maintain a Comprehensive General Liability policy as delineated in
the underlying lease with Xxxxxx included therein as an additional insured.
LEGAL COMPLIANCE
Lessee shall be appropriately licensed, if necessary, to conduct its activities
and shall comply with all current and future applicable requirements and
building permits that relate to the premises, or the project of which the
premises are to be used. Lessee shall be liable for the cost of complying with
all laws that arise due to the specific nature of Xxxxxx's use of the premises.
ATTESTATION
Parties hereto add the foregoing amendment to the underlying Standard
Industrial/Commercial Multi-Tenant Lease - Gross produced by the American
Industrial Real Estate Association previously executed by parties hereto.
Provisions herein are deemed to be incorporated therein as though fully set out
therein. Conflicts, if any, between said underlying lease and all addendums
thereto shall be resolved in favor of the provisions herein, i.e., provisions in
this addendum are controlling.
WHEREFOR, the parties hereto set their signatures below with full knowledge of,
acceptance of, and attestation to the foregoing additionally agreed to terms.
DEL MAR AVIONICS HIENERGY TECHNOLOGIES, INC.
Lessor Lessee
/s/ B. Del Mar 2/3/04 /s/ X. X. Xxxxxxx 2/3/04
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Xxxxx Xxx Xxx Date Xxxxxx X. Xxxxxxx, Ph.D. Date
President President
