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LEASE AGREEMENT Exhibit 10.45
THIS LEASE AGREEMENT ("Lease") is effective the first day of March, 2005 between
TWENTY KEYLAND CORP. ("Landlord") and WESTWOOD COMPUTER CORPORATION ("Tenant")
Landlord is renting to Tenant 3500+/- square feet at that property
commonly known as 20 Keyland Court, Bohemia, New York, as cross-hatched on
Exhibit A hereto (the "Rental Space").
NOW THEREFORE, intending to be legally bound hereby, these parties agree
as follows:
1. The term of this Lease shall begin on March 1, 2005 and end on
February 28, 2006 ("Term") except that Tenant may renew for up to 2 successive
one-year terms (each a "Renewal Term") by giving Landlord notice of its intent
to renew no later than 60 days prior to the end of the Term, or Renewal Term,
then in effect.
2. The base rent ("Base Rent") for the Term is $22,000.00, payable in
advance on the first day of each month as follows: $1833.33 per month. The Base
Rent shall increase 3% for any Renewal Term. Any payment made after the 5th of
the month shall have added to it a 5% late charge; Tenant shall be in breach of
this Lease should it fail to make any Base Rent payment by the 20a' day of each
applicable month.
3. It is agreed that the Rental Space shall be used for office and
storage purposes and otherwise as permitted under applicable land use
regulations. Tenant shall also have shared use of that tailgate loading dock at
the property and warehouse space adjacent to the Rental Space as needed.
4. The Rental Space shall not be utilized for any unlawful or hazardous
purpose and Tenant agrees to comply with all reasonable requirements of any
insurance company insuring the Rental Space and all laws relating to its use of
the Rental Space. The Tenant agrees to continually utilize the Rental Space
during the Term and shall not permit the Rental Space to become vacant for
extended periods.
5. The Tenant may not assign or sublet this Lease without the written
consent of the Landlord. The Landlord shall not unreasonably withhold such
consent.
6. Each party hereto shall be liable for any loss, injury or damage to
any person or property caused by its act and/or omission or that of its
employees, agents or invitees. Each party hereto shall defend, indemnify and
hold the other harmless from any claims, demands, losses, costs and for expenses
("Claims") arising from its act and/or omission or that of its employees, agents
or invitees. Landlord will defend, indemnify and hold Tenant harmless against
all Claims arising out of the Landlord's failure to maintain the common areas of
the property or its failure to comply with any of its obligations under this
Lease.
7. Notwithstanding anything to the contrary in this Lease or elsewhere,
Landlord and Tenant hereby release each other from any and all liability and
responsibility to each other or anyone claiming through or under them by way of
subrogation or otherwise for any loss or damage to property covered by any fire
and/or extended coverage insurance then in force, and waive such claims against
each other or anyone claiming through or under
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them by way of subrogation or otherwise (including for any insurance deductible
sums), even if such fire or other
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casualty shall have been caused by the fault or negligence of the other party,
or anyone for whom such party may be responsible, provided, however, that this
waiver and release shall be applicable and in force only to the extent that such
insurance carrier provides coverage therefore.
8. The Tenant at all times while this Lease is in effect shall obtain
and maintain comprehensive general liability and property damage insurance on
the Rental Space. Landlord at all times while this Lease is in effect shall
maintain comprehensive general liability insurance and full replacement value
property damage insurance on the property of which the Rental Space forms a
part. Each party hereto may demand and receive written proof to its reasonable
satisfaction of such insurances from the other party.
9. In addition to payment of the Base Rent, Tenant shall pay when due
all utilities, real estate taxes and repairs associated with its use of the
Rental Space only ("Additional Rent"). To the extent the amount of any such
Additional Rent cannot be determined by separate metering, or other similar
breakout, of same, Tenant shall pay its pro-rata share of same as a fraction,
the numerator of which is 3500 and the denominator of which is 10,000 square
feet (representing the entire square footage of the property of which the Rental
Space forms a part). To the extent any bills for same are presented to Landlord,
Landlord shall promptly provide same to Tenant. Landlord shall maintain at its
expense all common areas and all structural components of the property,
including of the Rental Space, such as the roof and all exterior walls.
Notwithstanding the above, Tenant shall pay only its share of the cost of repair
of any system (such as HVAC) servicing only the Rental Space as a fraction, the
numerator of which is the number of years (or part thereof) Tenant occupies the
Rental Space and the denominator of which is the number of expected years of
useful life of such system. By way of example: if HVAC for the Rental Space
needs repair at $1000, Tenant has occupied the Rental Space for 2 years and the
useful life of such HVAC is 10 years, then Tenant shall pay 20% of $1000, or
$200, with the balance paid by Landlord.
10. The Landlord may declare Tenant in default hereof for Tenant's
breach of any material provision of this Lease, upon which Landlord may apply to
evict Tenant from the Rental Space. Tenant's liability for same shall include
Landlord's eviction costs. Upon an eviction, the Tenant shall be liable for the
payment of the Base Rent for the rest of the Term, or applicable Renewal Term,
unless and until the Landlord re-rents the Rental Space. The Landlord shall use
due diligence in attempting to re-rent the Rental Space. However, if the
Landlord re-rents the Rental Space for a rental which is less than Tenant's Base
Rent, the Landlord may require that the Tenant pay the difference until the end
of the Term or the applicable Renewal Term. Tenant may declare Landlord in
default hereof for Landlord's breach of any material provision of this Lease and
may sue for damages, including costs.
11. Any notice given under this Lease must be in writing and shall be
given either by personal delivery or certified mail, return receipt requested.
The Landlord and Tenant shall make available each to the other a proper address
for notification.
12. At the end of the Term or Renewal Term Tenant shall leave the Rental
Space broom clean and repair any damage caused by moving. The Rental Space shall
be returned to the Landlord in the same good order and condition as it was in at
the beginning of the Term except for reasonable wear and tear.
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13. A party's failure to enforce any provision of this Lease shall not
prevent it from enforcing this Lease for any violations occurring at a later
time. This Lease is binding upon the Landlord and the Tenant and their
successors and assigns. The Lease may not be changed except in a writing which
is signed by both parties.
14. Should the Rental Space become entirely unusable due to fire or
other casualty or loss ("Loss"), Tenant shall not be required to pay any rent
during the time it cannot use same; should only some of the Rental Space become
unusable due to a Loss, Tenant shall pay all rent for that portion which it can
use. Landlord shall endeavor to repair all damage within 30 days of a Loss;
however, in the event of a substantial Loss as reasonably determined by
Landlord, it may, on 30 days prior notice to Tenant, cancel this Lease, after
which Tenant shall no longer be liable under same.
15. Should Landlord sell the property of which the Rental Space forms a
part during the Term, the purchaser shall take subject to this Lease. Should
Landlord sell same during either of the Renewal Terms, Tenant agrees to vacate
the Rental Space on 90 days prior written notice to it, after which it shall
have no further liability relating to this Lease.
IN WITNESS WHEREOF, the Landlord and Tenant sign below, intending to be
legally bound hereby.
ATTEST: LANDLORD:
Illegible Illegible
___________________________ By: ______________________________
President
ATTEST: TENANT
Illegible Illegible
___________________________ By: ______________________________
Secretary