COMMERCIAL LEASE AGREEMENT
Exhibit
10.16
MCCI
AS A TENANT
THIS
COMMERCIAL LEASE AGREEMENT ("Lease") made as of this 13th day of October
is by and between PHILADELPHIA SUBURBAN DEVELOPMENT CORPORATION
("Landlord") and METALLIC CERAMIC COATINGS, INC.
("Tenant").
RECITALS
WHEREAS,
Landlord owns a building located at 000 Xxxx Xxxx, Xxxx xx Xxxxxxx, XX
consisting of approximately seventy thousand (70,000) square feet (the
"Building"); and
WHEREAS,
Tenant desires to operate and conduct a business office in part of the Building;
and
WHEREAS,
Landlord desires to lease a certain portion of the Building to Tenant upon
the
terms and conditions of this Lease.
NOW
THEREFORE in consideration of the rents, covenants and agreements herein
contained, and intending to be legally bound, the parties hereby
agree as follows:
1. DEMISE/TERM/RENT.
(a) Landlord
hereby leases to Tenant and Tenant leases from Landlord approximately
five thousand (5,000) square feet located on the first floor of the Building
commonly referred to as (the "Suite"), including access and use of any
common -----areas, including ten (10) parking spaces for the Building,
(collectively the "Premises") for an initial term of five (5) years, to
commence as of January 1, 2006 (the "Effective Date") and to end at
midnight on December 31, 2010 ("Initial Term"). Tenant shall pay Landlord
the annual minimum rent of Sixty Five Thousand Dollars ($65,000) which is
payable in monthly installments of Five Thousand Four Hundred Sixteen Dollars
($5,416) (the "Rent") to be paid in advance on the first day of each
calendar month during the Initial Term and any Renewal Term, as defined below.
The Rent shall be inclusive of only all common areas maintenance services,
elevator maintenance, window cleaning, and snow removal.
(b) Tenant
agrees to place all utilities, including but not limited to telephone, gas,
and
electric in its name and timely pay any such amounts owed to the appropriate
utility company as well as placing in its own name housekeeping in the
Suite, hazardous waste removal, cable, and internet access. To
the extent that any utility cannot be placed in Tenant's name Landlord shall
provide a separate meter for the Suite and shall charge Tenant for such use
based on meter readings at the rate the Tenant would have paid had such service
been obtained directly from the utility company or, if lower, such rate as
Landlord may obtain.
2. USE
AND OCCUPANCY. The Premises shall be used and
occupied by Tenant for the sole purpose of operating a business office and
conducting activities reasonably related thereto. During the Initial
Term and any Renewal Term hereof, Tenant shall operate the business for which
the Premises is leased in a professional manner and in accordance with all
applicable laws and regulations. Landlord further represents to Tenant that
the
Building and the Premises are zoned for operation of a business office and
otherwise are and shall remain throughout the Initial Term and any Renewal
Terms, and at Landlord's own expense, in compliance with all laws, regulations
and rules applicable to the Building and Premises including the American With
Disabilities Act and the accessibility guidelines issued thereunder. In the
event the Building or the Premises is not in compliance, and Landlord fails
to
bring the Building and Premises in compliance within sixty (60) days of the
commencement of the Lease, Tenant shall have the option
to
make such alterations, repairs, replacements and deduct their related expense
from the rent under the Lease.
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3. END
OF TERM TERMINATION BY NOTICE. Except
as
provided for in Paragraph 1, Landlord or Tenant may terminate this Lease at
end
of the Initial Term or any Renewal Term by giving to the other party written
notice of termination at least one hundred and twenty '120) days prior to the
end of the term then in effect. Upon completion of the Initial Term or any
Renewal Term, this Lease shall automatically renew for an additional one '1)
year term '"Renewal Term") unless sooner xxxxxxxxxx.xx
provided for herein. If neither party terminates the Lease as aforesaid, the
Landlord may, increase the Rent upon ninety '90) days written notice an amount
equal to the lesser of the increase in the Consumer Price Index during the
immediately preceding term for the Philadelphia Metropolitan Statistical Area
or
four percent '4%) of the then current rent. Within thirty (30) days of
receiving such notice, Tenant may terminate this Lease in writing. If Tenant
fails to terminate this Lease with the thirty '30) day period, the Lease shall
then automatically renew for an additional one '1) year period with the
increased Rent.
4. COVENANT
TO PAY RENT AND ADDITIONAL RENT. Tenant shall
pay to Landlord,
without any prior demand, the Rent and all other sums which become due by Tenant
under this Lease. All such other sums, if any, shall
be payable as Additional Rent, which are due and payable within
thirty '30) days or Tenant's receipt of an undisputed invoice.
5. EXPENSES,
FEES AND LATE CHARGES. If Tenant defaults
under this Lease, Landlord may, upon fifteen (15) days written notice to Tenant,
correct the default on behalf of Tenant. If the Landlord, by reason of such
default, is required or elects to pay any such sum of money or incurs any
obligations for the payment of money, including but not limited to, court
costs and reasonable attorneys' fees in instituting, prosecuting or defending
any action or proceeding, such amounts together with interest equal to one
and
one half percent '1 %%) and all rent costs and damages, shall be charged to
Tenant as Additional Rent.
6. REAL
ESTATE TAXES. During the Initial Term of this
Lease and any Renewal Term,
the
Landlord shall be responsible for any and all Taxes which are presently or
may
hereafter become due on or with respect to the Building and the Premises.
"Taxes" shall mean all real estate taxes and assessments, including but not
limited to, general or special, ordinary or extraordinary, foreseen and
unforeseen, imposed upon the Premises, and any existing or future improvements
to the Building and the Premises. If, due to a change in the method of taxation,
any franchise, income, profits or other tax is levied or imposed on the Building
or the Premises in lieu of the Taxes, such other tax shall be considered
included in the above definition of "Taxes."
Landlord shall have the right to appeal any such taxes on its behalf and
Tenant shall reasonably cooperate with any such appeal.
7. TENANT'S
FURNITURE, FIXTURES AND EQUIPMENT. Tenant
shall supply all furniture, fixtures and equipment ("FF&E") which are
required for the operation of Tenant's business office on the Premises and
Tenant shall be solely responsible for maintenance and repair of FF&E. All
FF&E 'and replacements thereof) shall at all
times be owned solely by Tenant. Upon the expiration of this Lease,
Tenant shall promptly remove all FF&E and promptly restore the Premises, at
Tenant's costs, to the condition in which it existed prior to Tenant's use
and
occupancy of the Premises, normal wear and tear and Paragraph 13
excepted.
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8. INSURANCE. At
all times during the term of this Lease, the parties shall maintain the
following insurance policies, or be self insured with sufficient funds to
fulfill their respective obligations hereunder:
(a) Landlord,
at its cost, shall obtain and maintain at all times during the Initial
Term and any Renewal Term, insurance with respect to property damage, fire
and
extended coverage and other forms of casualty insurance for damage to the
Building, in an amount equal to the full replacement cost of the
Building;
(b) Tenant
shall provide general liability insurance with minimum coverage amounts of
One
Million Dollars ($1,000,000) on account of bodily injuries to or death of one
or
more persons as a result of any one disaster or occurrence and Three Hundred
Thousand Dollars '$300,000) on account of damage to property, as well as such
other business insurance as is customarily maintained by businesses in general;
and list Landlord as certificate holder and additional named
insured.
(c)
Tenant shall maintain professional liability 'or malpractice) insurance on
itself and those professionals rendering services on behalf of Tenant in the
Premises with such coverage limits as required by law;
(d) Tenant
shall also carry casualty insurance with respect to Tenant's property and
FE&E place or stored on the Premises; and
(e) Upon
request of the other party from time to time, Landlord/Tenant shall provide
to
such party proof of the insurance coverages required by this Paragraph
8.
9. COVENANTS
OF TENANT. In addition to any other covenants and agreements
of
Tenant
contained herein, Tenant covenants and agrees that Tenant shall at its
cost, during the Initial Term and any Renewal Term hereof
(a) Store
all trash, garbage and refuse materials from its business in bins or other
containers in a safe and sanitary manner in an area designated by Landlord
on or
about the Premises. The cost of the removal of Tenant's trash, garbage and
refuse material, except any hazardous materials, is covered under the Rent;
assuming a normal office load of trash. Any additional trash load will be
reimbursed to the Landlord.
(b) Comply
with all requirements of public authorities and with the terms of any
state
or
Federal statute or local ordinance, regulation or other requirement applicable
to Tenant with respect to Tenant's use of the Premises, whether presently in
force or herein after enacted.
(c) Keep
the Premises in a neat and clean condition at all times, including doors,
fixtures, windows and plate glass in a safe, neat and clean condition at all
times and notify Landlord of any insects, vermin and other pests. Tenant is
then
responsible for exterminating such insects, vermin and other pests.
(d) Not
use the Premises for lodging purposes;
(e) Not
advertise or conduct an auction, fire, bankruptcy and/or going-out-of-business
sale in the Premises;
(f)
Not use the plumbing facilities and fixtures in the Premises for any
purpose other than that for which they were constructed and refrain from
disposing of any damaging or injurious substance therein;
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(g) Not
install any locks on the doors of the Premises that cannot be opened with the
Landlord's master key unless Landlord is provided with a copy of the
key for such lock; and
(l) Not
transport, use store, maintain, manufacture, handle, dispose, release or
discharge any "Hazardous Material", as defined below, on the Premises, or permit
Tenant's employees, agents, contractors to engage in such activities on the
Premises. Nothing herein shall prohibit Tenant from transporting to d from
and
use store maintain and handle within the Premises substances used in Tenant's
business, including R & D, providing substances shall be used, maintained,
transported and disposed of in accordance with all applicable laws, regulations
and ordinances and manufacturers' instructions. Upon the expiration or
termination of this Lease, Tenant shall at its sole expense, completely and
properly and lawfully remove all
such substances from the Premises. Tenant shall be solely responsible
for
any clean-up, removal or remediation required as a result of any release or
discharge of Hazardous Material on or about the Premises. The term "Hazardous
Material" shall mean any chemical, substance, material, waste or component
thereof which is now hereafter listed, defined or regulated as a hazardous
or
toxic chemical, substance, material or waste or component thereof by any
federal, state or local governing or regulatory body having jurisdiction over
the Premises.
10. BILLS
AND NOTICES. Any notice, demand or
communication (each called a
"notice")
required hereunder shall be deemed sufficiently given if in writing and sent
by
registered or certified mail, postage prepaid, return receipt requested to
the
following addresses:
|
If
to Landlord:
|
Philadelphia
Suburban Development Corporation
|
|
000
Xxxx Xx, Xxxxx 000
|
|
|
Xxxx
xx Xxxxxxx, Xx,
|
|
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If
to Tenant:
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MCCI
|
|
00
Xxxx Xxxxx Xx.
|
|
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Xxxxxxxxxx,XX
00000
|
11. RETURN
OF KEYS. All keys to the Premises
or any property of the Landlord shall be returned by Tenant
to Landlord upon the
expiration or termination of this Lease.
12. ASSIGNMENT
AND SUBLETTING. Tenant may not assign,
transfer or sublet this Lease without obtaining the prior written consent of
Landlord. Landlord may not assign, transfer its right or obligations under
this
Lease without the prior
written consent of the Tenant. Any involuntary assignment, transfer
or subletting, by operation of law or otherwise, not agreed to in advance by
Tenant shall constitute a breach by Landlord of this Lease. Consent
required by either party hereunder shall not be unreasonably
withheld.
13. ALTERATIONS. Tenant
shall not make, or permit to be made, any alteration or any improvements
'including signs) to the Premises greater than One Thousand Dollars '$1,000)
without Landlord's prior written consent, which shall not be unreasonably
withheld. All such alterations and improvements shall be made in accordance
with
applicable laws and regulations. At Tenant's option, all alterations or
improvements to the Premises made by or on behalf of Tenant shall become the
property of Landlord in whole or in part, and shall remain on with the Premises,
upon expiration or termination of this Lease or Tenant may remove such items,
in
which case Tenant shall restore the Premises to the condition in which
they existed prior to Tenant's occupancy hereunder, reasonable wear and tear
excepted.
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14. RELEASE
OF LANDLORD/TENANT.
(a) Landlord,
Landlord's shareholders, directors, officers, employees and agents shall not
be
held responsible for, and are hereby relieved and released from, and Tenant
hereby agrees to indemnify and hold harmless Landlord, Landlord's shareholders,
directors, officers, employees, and agents, from all liability (including
reasonable attorney fees) by reason of any death, injury, loss or damage
suffered by Landlord, and its agents, employees or invitees, or to the property
of Landlord occurring on or about the Premises, including but not limited to
any
common areas, sidewalks, elevators and parking facilities, due to Tenant's
negligence or Tenant's breach of its duties hereunder unless such death, injury,
loss or damage is a result of Landlord's negligence or breach of any of
Landlord's duties hereunder.
(b) Tenant,
Tenant's shareholders, directors, officers, employees and agents shall not
be
held responsible for, and are hereby relieved and released from, and Landlord
hereby agrees to indemnify and hold Tenant, Tenant's shareholders, directors,
officers, employees or agents harmless from all liability 'including reasonable
attorneys fees) by reason of any death, injury, loss or damage suffered by
Tenant or any other person or the property of Tenant or any other person
occurring in, or about the Premises, or any portion thereof including, but
not
limited to, any common areas, sidewalks, elevators and parking facilities due
to
Landlord's negligence or breach of any of Landlord's duties hereunder unless
such death, injury, loss or damage is a direct result of Tenant's negligence
or
breach of any of Tenant's duties hereunder.
15. CARE
OF PREMISES: REPAIRS. During the Initial Term and any Renewal Term
hereof, the parties agree Tenant shall keep the Premises in good order and
condition, ordinary wear and tear excepted. Notwithstanding the foregoing,
the
parties agree that:
(a) Landlord
shall maintain in good condition (i) the structural portions and other
improvements that are a part of the Premises, the Building and any parking
areas, such structural parts include the foundations, load-bearing and exterior
walls, sub-flooring and roof; (ii) all utilities and the connections thereto
including without limitation the electrical, plumbing 'including in part hot
water heaters), and sewage systems; 'iii) window frames, gutter, and downspouts
on the Building and other improvements that are a part of the Premises; and
'iv)
heating (including without limitation VAC), ventilation and air-conditioning
systems servicing the Premises and the Building.
(b) Landlord
shill repair the Building and the Premises if they are damaged by: (i) causes
which Tenant has no control; (ii) acts or omissions of Landlord, or its
authorized representatives; or (iii) Landlord's failure to perform its
obligations under this paragraph.
(c) Tenant
shall repair the interior of the Premises, partitions, and glass damaged due
to
the negligence of Tenant, its agents or employees.
16. DAMAGE
OR DESTRUCTION BY FIRE OR 01I II R CAUSES.
(a) If
the Premises is totally destroyed or so damaged by fire or other cause, that,
in
the reasonable opinion of the parties, the Premises cannot be repaired and
restored within one hundred and twenty (120) days from such fire or other
casualty, this Lease shall terminate and the rent for the balance of the then
term shall xxxxx from the date of the fire or casualty. Either party, within
thirty (30) days after such fire or casualty shall give the other party written
notice of the termination of this Lease, and this Lease shall terminate on
the
tenth (10th) day following the receipt of such notice.
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(b) If
the damage caused to the Premises is
such that the Premises can be restored to a reasonably similar condition
within one hundred and twenty '120) days, Landlord, at its sole cost and option,
may restore the Premises (but not the contents of the Premises thereof) and
Landlord reserves the right to enter upon the Premise for that purpose. Landlord
also reserves the right to enter upon the Premises when necessary to repair
damage caused by fire or other cause even if the effect of such entry may render
the Premises untenable. In either event, the rent due hereunder shall be
apportioned and suspended during the time Landlord is in possession of the
Premises for purposes of making such repairs, taking into account the proportion
of the Premises rendered untenable and the duration of the Landlord's
possession.
17. CONDEMNATION.
If the whole or any part of the Premises are taken or condemned
by
any
competent authority for any public or quasi public use or purpose, this Lease
shall terminate as of the date of title vesting in such authority. Upon such
taking or condemnation, Tenant shall have the right to petition the taking
authority for its relocation and other similar expenses, including reasonable
business interruption costs.
18.
ACCESS TO PREMISES.
(a) Tenant
shall permit Landlord or any other person authorized by Landlord, upon
reasonable notice, to install, use and maintain ducts and conduits in and
through the Premises as reasonably necessary for the benefit of the Premises.
Additionally, Tenant shall permit Landlord or Landlord's agents, upon
reasonable notice, to enter the Premises at all
reasonable times 'and in an emergency at any time) to inspect the
Premises and to make such repairs, replacements, improvements or additions
and
to perform such other functions relating to maintenance and repair of the
Premises as Landlord may deem necessary with as little disruption to Tenant's
occupancy as is reasonable under the circumstances. Landlord shall make a good
faith effort to conduct such inspections, repairs, replacements, improvements
and additions after or before Tenant's normal business hours. Neither Landlord
or Landlord's agents shall in any event be liable for inconvenience, disturbance
or damage unless such entry by Landlord unreasonably interferes with Tenant's
business or its use and quite enjoyment of the Premises for more than five
(5)
business days, whereupon the rent shall xxxxx hereunder until Landlord completes
all required maintenance, repairs, replacements, improvements or additions
and
vacates the Premises. No such entry by Landlord or Landlord's agents shall
constitute or be deemed to be a basis for an eviction by Landlord, in whole
or
part, actual or constructive.
(b) If
Tenant is not personally present to open and permit entry into the Premises
pursuant to this Xxxxxxxxx 00, Xxxxxxxx when necessary in its reasonable
judgment, may enter Premises by a master key without rending Landlord or
Landlord's agent liable thereof.
19. SURRENDER
OF PREMISES AT END OF
TERM. Upon the expiration of this Lease,
Tenant shall vacate and surrender to Landlord the Premises, broom clean, in
good
order and condition, ordinary wear and tear excepted. Any property of Tenant
remaining in the Premises shall be deemed abandoned by Tenant and may be
retained or disposed of by Landlord in any manner that Landlord
determines.
20. NO
WAIVER. The failure of either party to insist
upon strict and/or prompt performance of any of the provisions of this Lease,
and/or the acceptance of such performance thereafter, shall not constitute
or be
construed as a waiver of such party's rights to thereafter enforce the same
in
the event of any continuing or subsequent breach or default.
21.
DEFAULT, ACCELERATION, ELECTION TO
TERMINATE.
(a) If
Tenant:
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(1) fails
to pay in full any undisputed installments of rent and/or any charges or
expenses or costs required to be paid by Tenant within fifteen (15) days after
the date when due; or
(2) violates,
fails to perform or otherwise breaks any covenant or agreement contained in
this
Lease and such violation or failure to perform is not cured within thirty (30)
days after written notice of such breach has been delivered to Tenant;
or
(3)
makes an assignment for benefit of creditors, or if a petition in
bankruptcy is filed by or against Tenant or xxxx in equity or other proceedings
for the appointment of a receiver for Tenant is filed, or if proceedings for
reorganization or for composition with creditors under any state of Federal
law
is instituted for or against Tenant and any of the foregoing shall remain in
effect for sixty (60) days.
(b) Then:
(1) the
whole balance of the rent and other charges, payments, costs and expenses herein
agreed to be paid by Tenant, or any part thereof, shall be due and payable
in
arrears as if by the terms and provisions of this Lease said balance of rent
and
other charges, payments, costs and expenses were as of that date due, all
discounted to present value at eight percent '8%) per annum, and if this Lease
of any part thereof is assigned or if the Premises, or any part thereof is
sublet, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's
agent to collect the rents due by such assignee or subleases and to apply the
same to the rent due hereunder without in any way affecting Tenant's obligation
to pay any unpaid balance or to become due hereunder, all discounted to present
value at eight percent '8%) per annum as aforesaid; and/or
(2) this
Lease shall terminated without any right on the part of the Tenant to save
the
forfeiture by payment or any amount due or by other performance of any
condition, term or covenant broken; and/or
(3) if
any payment under this Section 21 is not made within ten '10) business days
after the date when due, Tenant shall pay a late fee of one and one half percent
'1 V2 %) of the amount
overdue.
(c) If
Landlord violates, fails to perform or otherwise breaks any covenant or
agreement contained in this Lease and such violation or failure to perform
is
not cured within thirty (30) days after written notice of such breach has
been delivered to Landlord, Tenant may immediately terminate this
Lease.
22. FURTHER
REMEDIES AND WAIVERS.
(a) In
the event of any default in Paragraph 21, Landlord, or anyone acting on
Landlord's behalf, at Landlord's sole option:
(1) may
exercise all rights and remedies granted or allowed landlords by any existing
of
future statutes, regulations and/or ordinances;
(2) may
lease the Premise or any part or parts thereof to such persons or persons as
Landlord may determine for a term or terms within or beyond the term of this
Lease and Tenant shall be liable for the loss of rent for the balance of the
then current term, plus the reasonable costs and expenses of releasing,
including without limitation, advertising, commissions, legal fees and
costs, and commercially reasonable repainting and redecorating consistent with
the character of the Premises. Any reentry or releasing by Landlord under the
terms hereof shall be without prejudice to Landlord's claim for damages arising
out of the breach of any of the covenants, terms and conditions of this Lease,
as the same may be reduced by Landlord's releasing of the Premises.
(3) if
permitted by law, may reenter the Premises, and upon commercially reasonable
notice of at least ten (10) business days, proceed with the sale of the goods
there found, including but not limited to the FF&E, to levy the rent and/or
other charges herein payable as rent.
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(4) all
of the remedies herein given to Landlord and all rights and remedies given
to it
by law and equity shall be cumulative and concurrent.
23. QUIET
ENJOYMENT. Landlord hereby represents and
warrants that upon Tenant's payment of rent and performance of the covenants
contained herein, Tenant shall peacefully and quietly, have, hold and enjoy
the
Premises and Landlord shall defend Tenant's right to the same.
24. CHANGE
OF LAW.
(a) Notwithstanding
any other provision of this Lease, if during the Initial Term or any Renewal
Term hereof any Change of Law (defined below) results in an Adverse Consequence
(defined below), the parties hereto agree to cooperate in making reasonable
revisions to this Lease in order to avoid such Adverse Consequence's). If the
parties fail to agree to such revisions after forty-five '45) days following
written notice by either party to the other requesting re-negotiation, then
either party may terminate this Lease immediately upon written notice to the
other party.
(b) As
used herein, "Change of Law" shall mean: (i) any new legislation enacted by
the
federal or any state government; (ii) any third party payer or any governmental
agency passes, issues or promulgates any law, rule, regulation, guideline or
interpretation; or (iii) any judicial or administrative body issues any
order or decree.
(c) As
used herein, "Adverse Consequence" shall mean a Change of Law that prohibits,
restricts, limits or otherwise affects either party's rights or obligations
hereunder in a material manner or otherwise makes it desirable for either party
to restructure the relationship established hereunder because of material legal
consequences expected to result from such Change of Law.
25. TITLES
FOR CONVENIENCE ONLY. The titles appearing in
connection with the various paragraphs of this Lease are for convenience only.
They are not intended to indicate all of the subject matter in the text and
they
are not to be used in interpreting this Lease or for any other purpose in the
event of any controversy.
26. DEFINITIONS. Words
used in the singular number shall include the plural number and words used
in
the plural number shall include the singular number, unless the context clearly
indicates the contrary. The word "person" or "persons" shall be deemed to refer
to entities of any sort as well as natural persons.
27. ENTIRE
AGREEMENT. This Lease contains the
entire agreement between the parties hereto. The provisions of this Lease cannot
be modified or amended except by written agreement between Landlord and
Tenant.
28. VALIDITY
OF PROVISIONS. This Lease shall be deemed to
have been made and shall be construed and interpreted by the courts of, and
in
accordance with the laws of, the Commonwealth of Pennsylvania, without regards
to its choice of law provisions. If any provision of this Lease shall be
declared invalid by judicial determination, or by Act of Pennsylvania Assembly,
or by act of any other legislative body with authority to affect this
issue, only the provision declared invalid shall be thus affected, and all
other
provisions shall remain in full force and effect.
29. SUCCESSORS
AND ASSIGNS. The provisions of this Lease
shall bind and benefit the parties hereto and their respective heirs, executors,
administrators, legal representative, successors and assigns, except as
otherwise provided in this Lease.
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30. IDENTITY
OF LANDLORD/TENANT. The term "Landlord" and
"Tenant" used in this Lease to include the Landlord and Tenant named above,
as
well as their successors and assigns.
31. JOINTLY
DRAFTED. This Lease shall be deemed to be
jointly drafted by Landlord and Tenant and, in the event of a dispute, shall
not
be construed against or in favor of either party on account of its participation
in the drafting hereof.
32. NO
BROKERS. Landlord and Tenant each represent to the other
that they have not dealt with any brokers or agents in connection with the
negotiation or execution of this Lease. Landlord and Tenant each agree to
indemnify and hold harmless the other from and against any and all costs,
liabilities or claims for commission or other compensation by any broker or
agent employed by the indemnifying party and/or who claims to have been employed
by the indemnifying party in connection with the Lease of the
Premises. Except Xxxxxx Corporation.
33. NO
JOINT VENTURE. Any intention to create a
joint venture or partnership relationship between the parties hereto is hereby
expressly disclaimed.
34. SANCTIONED
PERSONS. Landlord represents and warrants to
Tenant that it and any of its agents, employees, officers, and representatives
using the Premises under this Lease: 'a) are not "sanctioned persons" under
any
federal or state program or law; 'b) have not been listed in the current
Cumulative Sanction List of the Office of Inspector General for the
United States Department of Health and Human Services for currently sanctioned
or excluded individuals or entities; 'e) have not been listed on the General
Services Administration's List of Parties Excluded from Federal Programs; and
(d) have not been convicted of a criminal offense related to health care.
Landlord shall immediately notify Tenant in the event that Landlord is no longer
able to make such representations and warranties. Without limitation to any
other rights and remedies under this Lease, afforded by law, or in equity,
Tenant may immediately terminate this Lease with five '5) days written notice,
without penalty, in the event that Tenant has determined that Landlord is in
breach of this provision.
(SIGNATURE
PAGE TO FOLLOW]
PROPRIETARY
& CONFIDENTIAL:
UNAUTHORIZED
COPYING AND USE STRICTLY PROHIBITED
9
IN
WITNESS WHEREOF,
this Lease has been executed by each party's duly authorized
representative in multiple originals as of the day and year first written
above.
TENANT:
By:
/s/ Xxxxxxx
Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
President
LANDLORD:
By:
/s/ Xxxxxx X.
Xxxxxxx
Xxxxxx X. Xxxxxxx
Vice President
SEE
ADDENDUM
PROPRIETARY
& CONFIDENTIAL:
UNAUTHORIZED
COPYING AND USE STRICTLY PROHIBITED
10
Addendum
to Commercial Lease Agreements between MCCI and PSDC.
|
Replace:
|
Par.
1a...ten parking spaces to 12.
|
|
Add:
|
Par.
2 line 2. ...reasonably related thereto "including ability to mix
very
small amounts of non flammable liquids with non hazardous materials
for
the purpose of developing new high temperature
coatings."
|
|
Add:
|
Par.
13. ...The landlord will finish the premises according to the general
standards established by the landlord in the second floor
suites.
|
