EXHIBIT 10.1.1
ADDENDUM
To "Standard Industrial/Commercial Multi-Tenant Lease-- Gross"
Of the "American Industrial Real Estate Association"
Executed on or about 15 October 2002
DEL MAR AVIONICS, Lessor, and HIENERGY TECHNOLOGIES, Lessee
01 July 2003
WHEREAS, Lessee desires 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, Xxxxxx 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 THEREFORE, 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 shall be established at $50/ft2. for a 40' X 60' specified Secure
Area = 2400 ft 2. Monthly rent shall therefore be $1200/month commencing 1 July
2003
PERIOD
Lease period shall commence on 1 July 2003 and continue on a month to month
basis thereafter.
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 31 December 2003; 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 it is Xxxxxx's intention to build 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 may also have to be made to support the heavy concrete
enclosure structure. Parties hereto both understand that it is exclusively
Xxxxxx's responsibility to prepare for and construct 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 safe guarding of any and all hazardous wastes. Hazardous materials,
on the other hand, such as nuclear and radioactive materials 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 & Federal licenses 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 pick up and disposal of any discarded
radioactive wastes or by-products at Lessee's expense.
SECURITY
As additional security of the Secured Area, Lessee shall install 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.
LIABILITY INSURANCE
Lessee shall maintain a Comprehensive General Liability policy as delineated in
the underlying lease with
Lessor 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 this addendum
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
Lessor Lessee
/s/ Xxxxx Xxx Mar 7/1/2003 /s/ Xxxxxx X. Xxxxxxx 7/1/2003
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Xxxxx Xxx Xxx, Pres Date Xxxxxx Xxxxxx Xxxxxxx, PhD, Pres Date
