Exhibit 10
BUSINESS LEASE
The Landlord and the Tenant agree to lease the Rental Space for the Term
and at the Rent stated, as follows: (The words Landlord and Tenant include all
landlords and all tenants under this Lease.)
Landlord HOOT OWL FARMS, INC. Tenant inTEST CORP,.a.DE.Corporation
c/o Lahn Real Estate, Inc. 0 Xxx Xxx Xxxx
Xxx, 00 and 73 Cir. Cherry Hill,.NJ 08003
POB 248, Marlton, NJ 08053
Rental Space Approximately 11,000 sq. ft. of a 22,000 sq. ft., M/L building
on the East side of Old Cuthbert Road as identified as Section
1.
in the Building at 0000 Xxx Xxxxxxxx Xxxx, Xxxxxx Xxxx, XX 00000
Date of Lease July 28, 1999 Rent for the Term is $242,000.00
Term 5 years
Beginning 9/1/99 The Rent is payable in advance on the
Ending 8/31/2004 first day of each month, as follows:
Security $4,000.00 9/1/99-8/31/01, $4.25 s.f. NN ($3,895.83/mo.)*
9/1/01-8/31/04, $4.50 s.f. NN ($4,125.00/mo.)*
Broker. The Landlord and the Tenant
recognize Rent payable to "HOOT OWL FARMS, INC."
LAHN AGENCY INC. AND XXXXX CORP. Rte. 70 & 73 Circle
as the Broker who brought about this Marlton, NJ 08053
Lease. The Landlord shall pay the
Broker's commission * Plus Tenants proportional share (50%)
of Annual property taxes and insurance
Liability Insurance. Minimum amounts: for each person injured $500,000.00 for
any one accident $1,000,000.00 for property damage $500,000.00
Use of Rental Space Machine Shop and Office
Additional agreements: 1) Late payment of rent: Tenant shall be assessed and
pay an additional amount of eight (8%) percent of monthly rent as a late
charge for all monthly rent payments received after ten (10) days from
scheduled due date. In the event that a check tendered in payment of rent
hereunder is returned by the bank as uncollectible, tenant shall also pay an
additional charge of $20.00. 2)Upon signing lease, tenant shall pay $7,895.83,
representing first months rent ($3,895.83) and security deposit ($4,000.00).
Tenant may take occupancy at that time but may not begin operations until
tenant receives a certificate of occupancy.
Table of Contents
1.Possession and Use 0.Xx Alterations
2.Delay in Giving of Possession 17.Signs
0.Xx Assignment or Subletting 18.Access to Rental Space
0.Xxxx and Additional Rent 00.Xxxx and Other Casualty
0.Xxxxxxxx 20.Eminent Domain
6.Liability Insurance 21.Subordination to Mortgage
7.Unavailability of Fire Insurance, 22.Tenant's Certificate
Rate Increases 23 Violation, Eviction, Re-entry and
8.Water Damage Damages
9.Liability of Landlord and Tenant 24.Notices
10.Real Estate Taxes 00.Xx Waiver
11.Acceptance of Rental Space 26.Survival
12.Quiet Enjoyment 27.End of Term
13.Utilities and Services 28.Binding
14.Xxxxxx's Repairs, Maintenance, 29.Full Agreement
and Compliance
15.Xxxxxxxx's Repairs and Maintenance
1. Possession and Use
The Landlord shall give possession of the Rental Space to the Tenant for
the Term. The Tenant shall take possession of and use the Rental Space for the
purpose stated above. The Tenant may not use the Rental Space for any other
purpose without the written consent of the Landlord.
The Tenant shall not allow the Rental Space to be used for any unlawful
or hazardous purpose. The Tenant is satisfied that the Rental Space is zoned
for the Use stated. The Tenant shall obtain any necessary certificate of
occupancy or other certificate permitting the Tenant to use the Rental Space
for that Use.
The Tenant shall not use the Rental Space in any manner that results in
(1) an increase in the rate of fire or liability insurance or (2) cancellation
of any fire or liability insurance policy on the Rental Space. The Tenant
shall comply with all requirements of the insurance companies insuring the
Rental Space. The Tenant shall not abandon the Rental Space during the Term of
this Lease or permit it to become vacant.
2. Delay in Giving of Possession
This paragraph applies if (a) the Landlord cannot give possession of the
Rental Space to the Tenant on the beginning date and (b) the reason for the
delay is not the Landlord's fault. The Landlord shall not be held liable for
the delay. The Landlord shall then have 30 days in which to give possession.
If possession is given within that time, the Tenant shall accept possession
and pay the Rent from that date. The ending date of the Term shall not change.
If possession is not given within that time this Lease may be cancelled by
either party on notice to the other.
3. No Assignment or Subletting.
The Tenant may not do any of the following without the Landlord's written
consent: (a) assign this Lease (if the Tenant is a corporation, the sale of a
majority of its common shares shall be treated as an assignment), (b) sublet
all or any part of the Rental Space or (c).permit any other person or business
to use the Rental Space.
4. Rent and Additional Rent
Tenant shall pay the rent to the Landlord at the Landlord's address.
If the Tenant fails to comply with any agreement in this Lease, the
Landlord may do so on behalf of the Tenant. The Landlord may charge the cost
to comply, including reasonable attorney's fees, to the Tenant as "additional
rent". The additional rent shall be due and payable as Rent with the next
monthly Rent payment. Non-payment of additional rent shall give the Landlord
the same rights against the Tenant as if the Tenant failed to pay the Rent.
5. Security
The Tenant has given to the Landlord the Security stated above. The
Security shall be held by the Landlord during the Term of this Lease. The
Landlord may deduct from the Security any expenses incurred in connection with
the Tenant's violation of any agreement in this Lease. For example, if the
Tenant does not leave the Rental Space in good condition at the end of the
Term, the Security may be used to put it in good condition. If the amount of
damage exceeds the Security, the Tenant shall pay the additional amount to the
Landlord on demand.
If the Landlord uses the Security or any part of it during the Term, the
Tenant shall on demand pay the Landlord for the amount spent. The amount of
the Security is to remain constant throughout the Term. The Security is not to
be used by the Tenant for the payment of Rent. The Landlord shall repay to the
Tenant any balance remaining within a reasonable time after the end of the
Term. The Tenant shall not be entitled to interest on the Security.
If the Landlord's interest in the Rental Space is transferred, the
Landlord shall turn over the Security to the new Landlord. The Landlord shall
notify the Tenant of the name and address of the new Landlord. Notification
must be given within 5 days after the transfer, by registered or certified
mail. The Landlord shall then no longer be responsible to the Tenant for the
repayment of the Security. The new Landlord shall be responsible to the Tenant
for the return of the Security.
6. Liability Insurance
The Tenant shall obtain, pay for, and keep in effect for the benefit of
the Landlord and the Tenant public liability insurance on the Rental Space.
The insurance company and the broker must be acceptable to the Landlord. This
coverage must be in the minimum amounts stated above.
All policies shall state that the insurance company cannot cancel or
refuse to renew without at least 10 days written notice to the Landlord.
The Tenant shall deliver the original policy to the Landlord with proof
of payment of the first year's premiums. This shall be done not less than 15
days before the Beginning of the Term. The Tenant shall deliver a renewal
policy to the Landlord with proof of payment not less than 15 days before the
expiration date of each policy.
7. Unavailability of Fire Insurance, Rate Increases
If due to the Tenant's use of the Rental Space the Landlord cannot obtain
fire insurance on the Building in an amount and form acceptable to the
Landlord, the Landlord may cancel this Lease on 30 days notice to the Tenant.
If due to the Tenant's use of the Rental Space the fire insurance rate is
increased, the Tenant shall pay the increase in the premium to the Landlord
on demand.
8. Water Damage
The Landlord shall not be liable for any damage or injury to any persons
or property caused by the leak or flow of water from or into any part of the
Building.
9. Liability of Landlord and Tenant
The Landlord shall not be liable for injury or damage to any person or
property unless it is due to the Landlord's act or neglect. The Tenant shall
defend the Landlord from and reimburse the Landlord for all liability and
costs resulting from any injury or damage due to the act or neglect of the
Tenant or the Tenant's employees.
10. Real Estate Taxes.
N/A
11. Acceptance of Rental Space
The Tenant has inspected the Rental Space and agrees that the Rental
Space is in satisfactory condition. The Tenant accepts the Rental Space "as
is".
12. Quiet Enjoyment
The Landlord has the right to enter into this Lease. If the Tenant
complies with this Lease, the Landlord must provide the Tenant with
undisturbed possession of the Rental Space.
13. Utilities and Services
The Tenant shall arrange and pay for all utilities and services required
for the Rental Space, including the following:
(a) Heat (d) Gas
(b) Hot and cold water (e) Maintenance service contracts
(c) Electricity (f) Exterminating contracts
(g) and any other utilities or services used by Tenant from date of
signing of this Lease, including trash removal.
The Landlord shall pay for the following utilities and services:
a) snow removal
The Landlord is not liable for any stoppage or reduction of utilities
and services beyond the control of the Landlord. This does not excuse the
Tenant from paying Rent.
14. Tenant's Repairs, Maintenance, and Compliance
The Tenant shall:
(a) Promptly comply with all laws, orders, rules and requirements of
governmental authorities, insurance carriers, board of fire underwriters, or
similar groups.
(b) Maintain the Rental Space and all equipment and fixtures in it in
good repair and appearance, including HVAC system.
(c) Make all necessary repairs to the Rental Space and all equipment and
fixtures in it, except structural repairs.
(d) Maintain the Rental Space in neat, clean, safe, and sanitary
condition free of all garbage.
(e) Keep the walks, driveway, parking area, yard, entrances, hallways,
and stairs clean and free from trash and debris.
(f) Use all electric, plumbing and other facilities in the Rental Space
safely.
(g) Use no more electricity than the wiring or feeders to the Rental
Space can safely carry.
(h) Replace all broken glass in the Rental Space.
(i) Do nothing to destroy, deface, damage, or remove any part of the
Rental Space.
(j) Keep no inflammable or dangerous things in the Rental Space.
(k) Promptly notify the Landlord when there are conditions which need
repair.
(l) Do nothing to destroy the peace and quiet of the Landlord, other
tenants, or persons in the neighborhood.
(m) Tenant shall be responsible for all plate glass and shall carry plate
glass insurance naming Landlord as additional insured under the policy.
The Tenant shall pay any expenses involved in complying with the above.
15. Landlord's Repairs and Maintenance
The Landlord shall:
(a) Maintain the public areas, roof and exterior walls in good condition.
(b) Make all structural repairs unless these repairs are made necessary
by the act or neglect of the Tenant or the Tenant's employees. Specifically
excluding any air conditioning units or systems installed by Tenant.
(c) Make necessary replacements of the plumbing, cooling, heating and
electrical systems, except when made necessary by the act or neglect of the
Tenant or the Tenant's employees.
16. No Alterations
The Tenant may not make any changes or additions to the Rental Space
without the Landlord's written consent. Any changes or additions made without
the Landlord's written consent shall be removed by the Tenant on demand.
All changes or additions made with the Landlord's written consent shall
become The property of the Landlord when completed and paid for by the Tenant.
They shall remain as part of the Rental Space at the end of the Term. The
Landlord may demand that the Tenant remove any changes or additions at the end
of the Term. The Tenant shall promptly pay for all costs of any changes or
additions. The Tenant shall not allow any mechanic's lien or other claim to be
filed against the Building. If any lien or claim is filed against the
Building, the Tenant shall have it promptly removed.
17. Signs
The Tenant shall obtain the Landlord's written consent before placing any
sign on or about the Rental Space. Signs must conform with all applicable
municipal ordinances and regulations. All costs to be borne by Tenant.
18. Access to Rental Space
The Landlord shall have access to the Rental Space on reasonable notice
to the Tenant to (a) inspect the Rental Space (b) make necessary repairs,
alterations, or improvements, (c) supply services, and (d) show it to
prospective buyers, mortgage lenders, contractors or insurers.
The Landlord may show the Rental Space to rental applicants at reasonable
hours on notice to the Tenant within 6 months before the end of the Term.
The Landlord may enter the Rental Space at any time without notice to the
Tenant in case of emergency.
19. Fire and Other Casualty
The Tenant is liable for the acts and neglect of the Tenant's employees.
The Tenant shall notify the Landlord at once of any fire or other
casualty in the Rental Space. The Tenant is not required to pay Rent when the
Rental Space is unusable. If part of the Rental Space can be used, the Tenant
must pay Rent pro-rata for the usable part. If the fire or other casualty is
caused by the act or neglect of the Tenant, the Tenant shall pay for all
repairs and all other damage.
If the Rental Space is partially damaged by fire or other casualty
without the act or neglect of the Tenant, the Landlord shall repair it as soon
as possible. This includes the damage to the Rental Space and fixtures
installed by the Landlord. The Landlord need not repair or replace anything
installed by the Tenant.
Either party may cancel this Lease if the Rental Space is so damaged by
fire or other casualty that it cannot be repaired within 90 days. If the
parties cannot agree, the opinion of a contractor chosen by the Landlord and
the Tenant will be binding on both parties. The Tenant may not cancel this
Lease if the fire or other casualty is caused by the act or neglect of the
Tenant.
This Lease shall end if the Rental Space is totally destroyed by fire or
other casualty without the act or neglect of the Tenant. The Rent shall be
paid to the date of destruction.
20. Eminent Domain
Eminent domain is the right of a government to lawfully condemn and take
private property for public use. Fair value must be paid for the property. The
taking occurs either by court order or by deed to the condemning party. If any
part of the Rental Space is taken by eminent domain, either party may cancel
this lease on 30 days notice to the other. The entire payment for the taking
shall belong to the Landlord. The Tenant shall make no claim for the value of
the remaining part of the Term.
21. Subordination to Mortgage
In a foreclosure sale all mortgages which now or in the future affect the
Building have priority over this Lease. This means that the holder of a
mortgage may end this Lease on a foreclosure sale. The Tenant shall sign all
papers needed to give any mortgage priority over this Lease. If the Tenant
refuses, the Landlord may sign the papers on behalf of the Tenant.
22. Tenant's Certificate
At the request of the Landlord, the Tenant shall sign a certificate
stating that (a) this Lease has not been amended and is in effect, (b) the
Landlord has fully performed all of the Landlord's agreements in this Lease,
(c) the Tenant has no rights to the Rental Space except as stated in this
Lease, (d) the Tenant has paid all Rent to date, and (e) the Tenant has not
paid Rent for more than one month in advance. The Certificate shall also list
all the property attached to the Rental Space owned by the Tenant.
23. Violation, Eviction, Re-entry and Damages
If the Tenant violates any agreement in this Lease, the Landlord has the
right to end this Lease and re-enter the Rental Space. This is done by
eviction. The Landlord may also evict the Tenant for all other causes provided
by law. Eviction is a court procedure to remove a tenant. It is started by the
filing, of a complaint in court and the service of a summons on a tenant to
appear in court. After a court order of eviction and compliance with the
warrant of removal, the Landlord may re-enter and take back possession of the
Rental Space. If the cause for eviction is non-payment of Rent, notice does
not have to be given to the Tenant before the Landlord files a complaint. If
there is any other cause to evict, the Landlord must give to the Tenant
the notice required by law before the Landlord files a complaint.
The Tenant is liable for all damages caused by the Tenant's violation of
any agreement in this Lease. This includes reasonable attorney's fees and
costs.
After eviction the Tenant shall pay the Rent for the Term or until the
Landlord re-rents the Rental Space, if sooner. If the Landlord re-rents the
Rental Space for less than the Tenant's Rent, the Tenant shall pay the
difference until the end of the Term. The Tenant shall not be entitled to any
excess resulting from the re-renting. The Tenant shall also pay (a) all
reasonable expenses incurred by the Landlord in preparing the Rental Space for
re-renting and (b) commissions paid to a broker for obtaining a new tenant.
24. Notices
All notices given under this Lease must be in writing. Unless otherwise
provided by law, they may be given by (a) personal delivery, or (b) certified
mail, return receipt requested. Each party must accept the certified mail sent
by the other. Notices shall be addressed to the Landlord at the address
written at the beginning of this Lease and to the Tenant at the Rental Space.
25. No Waiver
The Landlord's failure to enforce any agreement in this Lease does not
prevent the Landlord from enforcing the agreement as to any later violations.
26. Survival
If any agreement in this Lease is contrary to law, the rest of the Lease
shall remain in effect.
27. End of Term
At the end of the Term the Tenant shall (a) leave the Rental Space clean,
(b) remove all of the Tenant's property, (c) remove all signs and restore that
portion of the Rental Space on which they were placed, (d) repair all damage
caused by moving, and (e) return the Rental Space to the Landlord in the same
condition as it was at the beginning of the Term except for normal wear and
tear.
If the Tenant leaves any property in the Rental Space, the Landlord may
(a) dispose of it and charge the Tenant for the cost of disposal, or (b) keep
it as abandoned property.
28. Binding
This Lease binds the Landlord and the Tenant and all parties who lawfully
succeed to their rights or take their places.
29. Full Agreement
The parties have read this Lease. It contains their full agreement. It
may not be changed except in writing signed by the Landlord and the Tenant.
30. See ISRA ADDENDUM AITACHED
31. See ATTACHED ADDENDA
Signatures
The Landlord and the Tenant agree to the terms of this Lease by signing
below. If a party is a corporation, this Lease is signed by the proper
corporate officers and its corporate seal is affixed.
Witness or attested by: HOOT OWL FARMS, INC., Landlord
/s/ Xxxxxxx X. Xxxxxxxxx BY: /s/ Xxxxxxx Xxxx
------------------------- ------------------------------- L.S.
As to Landlord Xxxxxxx Xxxx, President
inTEST CORPORATION, a DE Corporation
/s/ Xxxxx X. Xxxx-Xxxxxx BY: /s/ Xxxx X. Xxxxx, Xx.
------------------------- ------------------------------- L.S.
As to Tenant Xxxx X. Xxxxx, Xx., Xxxxx. & CFO
ADDENDA BETWEEN HOOT OWL FARM, INC. & inTEST CORP.
31. Landlord will:
a. carpet existing offices (Tenant may select color)
b. Install drive-in ramp on tail gate door nearest to Xxxxxxxx Xx.
c. Install 3 phase, 400 amp service to building; tenant to distribute
electricity within building as required at Tenants expense
d. Install a/c systems for total space
32. Tenant acknowledges that one or more of the principals of Lahn Real
Estate, Inc. and Lahn Agency, Inc. hold a New Jersey real estate license,
have an ownership in the property being leased hereunder. Tenant waives
any rights, which Tenant may have by virtue of this fact.
33. Tenant has the option to renew this lease upon its expiration for an
additional five (5) years, provided tenant has met all conditions of this
lease and shall notify Landlord by certified mail 90 days prior to the
expiration of the lease of its intent to renew. The net/net rent shall be:
lst & 2nd years $5.00 sq. ft. net/net
3rd & 4th years $5.50 sq. ft. net/net
5th year $6.00 sq. ft. net/net
HOOT OWL FARMS, INC. inTEST CORPORATION
/s/ Xxxxxxx Xxxx /s/ Xxxx X. Xxxxx, Xx.
----------------------------- -----------------------------------
Xxxxxxx Xxxx, President Xxxx X. Xxxxx, Xx., Treasurer & CFO
Dated: 7/28/99 Dated: 7/27/99
ISRA ADDENDUM
Tenant shall, at Tenant's own expense, comply with the Industrial Site
Recovery Act, N.J.S.A. 13:1K-6 et seq as amended by P.L. 1993, Ch. 139 and the
Regulations promulgated thereunder and any amending or successor legislation
and regulations ("ISRA") in the event of a closing of Tenant's operations, a
transfer of Tenant's operations, or a change in the ownership of Tenant which
would trigger ISRA.
The Tenant acknowledges that whether it is covered by ISRA or is not
covered by ISRA due to its SIC number or for any other reason, Tenant shall be
responsible for all remediation, at its own expense, of any spills, discharge
of toxic or hazardous substances, pollutants or waste by Tenant (or its
servants, agents, invitees, or licensees) or resulting directly from Tenant's
use and occupancy of the premises, regardless of whether the ISRA-triggering
event is related to Tenant or Landlord.
In no event, however, shall Tenant be responsible for any remediation at
the premises unless resulting directly from Tenant's use and occupancy of the
premises, or to the discharge of a hazardous or toxic substance, pollutant or
waste at the premises by Xxxxxx (or its servants, agents, invitees or
licensees) during Xxxxxx's lease term. Landlord shall be responsible for
remediation of any discharge, spill or pollution which occurred prior to
Tenant's occupancy of the premises.
The Tenant will take all necessary steps at Tenant's sole expense to
accomplish such cleanup, remediation, and removal promptly upon the earliest
of (a) written notification to do so by the Landlord, (b) discovery by the
Tenant of the existence of the spill, pollution or leak, or (c) the
termination of the Lease.
The Tenant shall indemnify and hold harmless Landlord and Landlord's
successors, assigns, servants, agents and employees from any fines or other
liability resultant from any spills, pollution or leaks occurring during the
occupancy by Xxxxxx. This indemnification includes the cost of remediation,
investigation costs, restoration, attorney's fees and costs of governmental
authorities, and third-party claims resulting from the contamination, disposal
or discharge.
Tenant, at Tenant's cost, shall accomplish all necessary cleanup,
remediation and removal in accordance with all applicable state and federal
laws and all of the regulations of governmental and quasi-governmental bodies.
The Landlord shall have the right to monitor progress of same, so long as much
monitoring does not interfere with the tenant's remediation or cause tenant to
incur any additional expenses for the requisite work.
LANDLORD: TENANT:
HOOT OWL FARMS, INC. inTEST CORPORATION, a Delaware Corp.
/s/ Xxxxxxx Xxxx /s/ Xxxx X. Xxxxx, Xx.
----------------------------- -----------------------------------
Xxxxxxx Xxxx, President Xxxx X. Xxxxx, Xx., Treasurer & CFO
Dated: 7/28/99 Dated: 7/27/99
