REAL ESTATE LEASE AGREEMENT
THIS AGREEMENT, is made this _____ day of ________________, 200___, by and between _____________________________ ("LESSOR"), a Pennsylvania limited liability company, with its offices at _________________________________________,
_______________________________________ ("LESSEE"), a Pennsylvania corporation with offices at ______________________________________.
WHEREAS, Lessor is the owner certain land and improvements situate in the Township of __________________, County of _____________________ and Commonwealth of Pennsylvania, a description of which is attached hereto as Appendix "A"; and
WHEREAS, Lessor desires to lease the foregoing land and improvements (hereinafter referred to as the "Leased Premises") to Lessee; and
WHEREAS, the Lessee has agreed to lease the Leased Premises from the Lessor; and
WHEREAS, Lessor and Lessee desire to set forth in writing the terms and conditions for the lease as hereinafter set forth.
NOW, THERFORE, in consideration of the mutual covenants and promises herein contained, the parties, intending to be legally bound, agree, represent and warrant as follows:
1. Leased Premises. Lessor hereby leases to Lessee, and Lessee hereby leases and rents from Lessor, the Leased Premises described on Appendix "A" hereto.
2. Term. The term of this Lease Agreement shall commence on _____________________ and shall continue for __________________ months thereafter, unless sooner terminated as provided herein, and from month to month thereafter.
3. Rent. The rental shall be the sum of ___________________Dollars for the lease of the Leased Premises during the term thereof, payable in ____________ equal monthly installments of $_________ commencing on the _________________, and continuing on the like day of each month thereafter during the term of the Lease Agreement.
4. Real Estate Taxes. Lessee shall be responsible for the payment of all real estate taxes imposed upon the Leased Premises during the term of this Agreement or any extensions thereof.
5. Utilities. Lessee shall pay, directly to the appropriate supplier, all costs of all natural gas, electricity, heat, power, sewer service, telephone, water, refuse disposal and other utilities and services furnished or supplied to the Lessee at the Leased Premises. Lessor shall not in any way be liable or responsible to Lessee for any loss, damage or expense which Lessee may sustain or incur if either the quantity or character of such service is changed or is no longer available or suitable for Lessee's requirements.
6. Maintenance and Repair. Lessor shall have no responsibility for the maintenance and upkeep of the Leased Premises during the term of this Agreement. Lessee shall, at Lessee's expense, keep the Leased Premises in good repair, safe condition and order and shall pay for the repair of all damages, whether caused by Lessee, its agents, employees or invitees or otherwise. Lessee shall promptly arrange, at Lessee's sole expense, for the repair of all damage to the Leased Premises and the maintenance, replacement and repair of the entire Leased Premises, including but not limited to, the roof, heating and air conditioning systems, roadways and parking areas, damaged or broken glass (including signs), fixtures and appurtenances (including hardware, electrical, plumbing and other mechanical facilities) in the Leased Premises with materials equal in quality and class to the original materials damaged or broken within any reasonable period of time specified by Lessor, using contractors or persons acceptable to Lessor. If Lessee does not promptly make such arrangements, Lessor may, but need not, make such repairs and replacements and one hundred twenty-five (125%) percent of Landlord's cost for such repairs and replacements shall be deemed additional rent and shall be due and payable upon demand. Lessor shall not be liable for any injury to or interference with Lessee's business arising from the performance of any repairs, maintenance or improvements to the Leased Premises.
7. Lessee's Improvements. Lessee shall not make any alterations, installations, improvements or changes to the Leased Premises at any time for any reason without the prior written approval of Lessor.
8. Insurance. Lessee agrees that during the term of the Lease Agreement and any extensions thereof it shall carry and maintain at its sole cost and expense, and for the mutual benefit of Lessor and Lessee, comprehensive general liability insurance covering all occurrences within the Leased Premises and any adjacent areas during the term hereof or any extension thereof with limits of coverage of not less than $1,000,000 per occurrence. Lessee shall provide evidence of such coverage in the form of original policies or certificates of insurance and, at least thirty (30) days prior to the expiration of such coverage, evidence of the renewal thereof. Such insurance shall also contain a provision that the same may not be cancelled without ten (10) days prior written notice to Lessor by certified or registered mail.
9. Damage or Destruction. In the event the Leased Premises are damaged by fire, explosion, the elements or otherwise, neither Lessor nor Lessee may terminate this Lease. Lessor shall, at his option, elect (a) to proceed immediately to repair the Leased Premises, in which event all rent shall abate and until the repairs are completed, and the Lessee is restored to possession, but in which event the Lessee shall not be relieved from any further obligation under this Lease Agreement, or (b) to cancel this Lease
Agreement, in which event the Lessor shall have no further obligation to the Lessee.
10. Eminent Domain. Condemnation of the Leased Premises shall be subject to the following terms and conditions:
(a) Lessor must notify Lessee in writing of any condemnation proceeding within ten (10) days after actual knowledge of such proceeding is obtained by Lessor.
(b) In the event all of the Leased Premises are taken or appropriated under the power of eminent domain by any public or quasi-public authority, this Lease Agreement will terminate as of the date Lessee shall be deprived of the physical possession thereof or, at Lessee's option, at such earlier date as title to the Leased Premises is transferred to the condemning authority.
(c) In the event less than all of the Leased Premises are taken or appropriated by public or quasi-public authority, Lessee shall have the option to terminate this Lease Agreement as of the date Lessee shall be dispossessed from the parts so taken.
(d) In the event the Lease Agreement shall be terminated in accordance with subparagraph 10(b) or 10(c), the monthly rental installment for the last month of Lessee's occupancy shall be prorated and Lessor agrees to refund to Lessee any part thereof paid in advance.
(e) In the event the Lease Agreement shall be terminated in accordance with subparagraph 10(b) or 10(c), Lessee shall waive the right to make a separate claim against the condemning authority for loss or damage to its leasehold interest, or to the buildings, improvements, fixtures, furnishings and any other real or personal property of Lessor, but may file a separate claim for Lessee's relocation costs, building improvements, fixtures, furnishings and any other real or personal property.
11. Indemnification. Lessee assumes liability for and shall indemnify, protect, save and hold harmless Lessor from and against all losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal fees and expenses, incurred by Lessor in defending any such claims or whatsoever kind and nature imposed upon, incurred by or asserted against the Lessor in any way relating to or arising out of this Lease Agreement from the possession, use, operation and maintenance of the Leased Premises by the Lessee. The indemnities contained in this paragraph shall continue in full force and effect, notwithstanding the termination of this Lease Agreement.
12. Covenant Against Liens. Lessee has no authority or power to cause or permit a lien or encumbrance of any kind whatsoever, whether created by act of Lessee, operation of law or otherwise, to attach to or be placed upon Lessor's title or interest in the Leased Premises and any liens and encumbrances created by Lessee shall attach to Lessee's interest only. Lessee covenants and agrees not to suffer or permit any mechanic's or materialmen's liens or charges to be filed against the Lessor or any portion of the Leased Premises, resulting from any alteration or other act done by Lessee or with respect to work or services claimed to have been performed or materials claimed to have been furnished to Lessee for the Leased Premises, and in case of any such lien attaching, Lessee covenants and agrees immediately to cause such lien to be released and removed of record. Lessee also agrees to indemnify and save harmless Lessor against any and all costs, damages, claims, suits or actions resulting therefrom, including reasonable attorney's fees.
13. Waste. Lessee shall not do or suffer any waste or damage to the buildings and improvements located upon the Leased Premises or permit or suffer any loading of the roofs or floors to an amount in excess of the amount which such roofs and floors were designed to support.
14. Inspection and Exhibition of Leased Premises. Any duly authorized agent of Lessor may enter the Leased Premises at all reasonable times and upon reasonable notice to inspect the Leased Premises. Any duly authorized agent of Lessor may enter the Leased Premises at all reasonable times and upon reasonable notice to exhibit the Leased Premises to prospective purchasers or lessees or to make repairs or improvements to the Leased Premises, provided that Lessor shall not unreasonably interfere with the conduct of Lessee's business or with the use and enjoyment of the Leased Premises by Lessee. When conveniently possible, Lessor shall give prior notice (oral or written) before any such entry. Lessor may retain at all times pass keys to the Leased Premises.
15. Quiet Enjoyment. Lessor covenants and agrees that if Lessee shall perform all the covenants and agreements to be kept and performed on Lessee's part, Lessee shall at all times during the term of the Lease Agreement and any extensions thereof have the peaceful and quiet enjoyment and possession of the Leased Premises without any hindrance from Lessor or any other person or persons lawfully claiming the Leased Premises. Except as otherwise provided herein, Lessor shall not make any improvements or changes to the Leased Premises during the term hereof without the consent of Lessee, which shall not be unreasonably withheld.
16. Use of Premises. The Leased Premises shall be used by Lessee only the laboratory facilities of the Lessee and the corporate offices of Lessee. Lessee shall use and occupy the Leased Premises in a safe, careful and proper manner, and will comply with all laws, ordinances and regulations as to the use, occupancy, and condition of the Leased Premises. Lessee will not allow the Leased Premises to be used for any purposes or in any manner that will increase the rate of insurance or increase the hazard of fire to the Leased Premises.
17. Signs. Subject to Lessor's approval, Lessee shall have the right to install, maintain and place on the Leased Premises such signs as it deems necessary and proper in the conduct of its business, provided Lessee pays all license or permit fees which may be required for the erection and maintenance of such signs, and provided Lessee shall comply with all applicable governmental regulations. Lessee agrees to indemnify and save harmless Lessor from and against any and all costs, damages, claims, suits or actions for any damage or injury to persons or property caused by the erection, maintenance and removal of such signs or parts thereof, and insurance coverage for such signs shall be included in the public liability policy which Lessee is required to furnish hereunder.
18. Default. If after written notice to Lessee and failure to cure within twenty (20) days, (a) Lessee fails to pay any rent or other amount herein provided when the same shall become due and payable, (b) Lessee fails to observe, keep or perform any other provisions of this Lease Agreement required to be observed, kept or performed by Lessee, (c) any policy of insurance required to be maintained by Lessee shall be terminated or cancelled in whole or in part without the prior written consent of Lessor, or (d) Lessee shall otherwise default as provided herein or in any other agreements or leases between Lessor and Lessee or any related parties, the Lessor shall have the right to exercise any one or more of the following remedies:
(i) To sue for and recover all rents and other payments then accrued or thereafter accruing hereunder together with any and all damages which may accrue by reason of Lessee's breach of this Lease Agreement.
(ii) Lessor may, upon ten (10) days written notice to Lessee and without further demand, terminate this Lease Agreement and/or re-enter, and may, but shall not be obligated to do so, re-rent the Leased Premises for such rent and upon such terms conditions as Lessor may see fit, and if this Lease Agreement not been terminated in the above manner, Lessee shall not be released from its obligations for rent and for the keeping and performing of all other terms and provisions of this Lease Agreement on its part to be kept and performed during the term hereof.
(iii) The entire rent for the balance of the term shall, at Lessor's option, become immediately due and payable as if by the terms of this Lease Agreement it were all payable in advance. In such event, Lessor shall serve upon Lessee written notice of such acceleration. At such time Lessor may also serve on Lessee written notice as to the effective termination of the term of this Lease Agreement. In such event, Lessee shall have no right to avoid such termination by payment of any sum due or the performance of any condition, term or covenant broken. Lessee shall, however, thereupon surrender quiet and peaceful possession of the Leased Premises to Lessor. Notwithstanding any statute, rule or law or decision of any court to the contrary, Lessee shall remain liable, even after termination of this Lease Agreement, for Base Rent, additional rent, accelerated rent due or to become due hereunder and for all damages caused by any or all Lessee's non-payment defaults under this Lease Agreement.
(iv) For value received and upon the occurrence of an event of default hereunder, Lessee does hereby empower any attorney of any court or record within the Commonwealth of Pennsylvania, to appear for Lessee and with or without complaint filed, confess judgment against Lessee and in favor of Lessor, its successors or assigns, in the Commonwealth of Pennsylvania, for the sum due by reason of said default in the payment of base rent and other sums, including additional rent and accelerated rent and for the sum due by reason of any breach of covenant or condition broken by Lessee, with costs of suit and attorney's commission of ten (10%) percent for collection, and forthwith issue a writ or writs of execution thereon with release of all errors and without stay of execution.
(v) For value received and upon the occurrence of an event of default hereunder, or upon termination of the term of this Lease Agreement and the failure of Lessee to deliver possession to Lessor, Lessee further authorizes and empowers any such attorney (either in addition to or without such judgment for the amount due according to the terms of this Lease Agreement) to appear for Lessee and any other person claiming under, by or through Lessee, and confess judgment forthwith against Lessee and such other person and in favor of Lessor in an amicable action of ejectment for the Leased Premises filed in the Commonwealth of Pennsylvania, with release of all errors, and Lessor may forthwith issue a writ or writs of execution for possession of the Leased Premises and, at Lessor's option, for the amount of any judgment, and all costs,
without leave of court, and Lessor may, by legal process, without notice re-enter and expel Lessee from the Leased Premises, and also any persons holding under Lessee.
(vi) Lessor shall be entitled to recover in addition to all damages, the reasonable expenses of litigation, including attorneys' fees and other costs.
(vii) Lessor will have available any other remedy at law or in equity.
(viii) All of Lessor's remedies herein set forth or provided by law shall be cumulative and not exclusive and may be pursued immediately or separately at the sole option of Lessor.
19. Bankruptcy. In the event the Lessee shall file a petition in bankruptcy or shall be adjudicated bankrupt or insolvent or shall make a general assignment for the benefit of creditors or shall have a receiver or trustee appointed, then the Lessor may terminate this Lease Agreement giving notice to Lessee of its intention to do so.
20. Abandonment. Abandonment of the Leased Premises by Lessee shall constitute a default under this Lease Agreement and shall entitle Lessor, at its sole option, to exercise any of Lessor's remedies set forth in Paragraph 18. Lessee shall be deemed to have abandoned the Leased Premises if Lessee, without the prior consent of Lessor, removes all or substantially all of Lessee's furniture, equipment, appliances and personal property from the Leased Premises and Lessee is delinquent in the payment of
the monthly rent installment due hereunder for more than fifteen (15) days. Upon abandonment of the Leased Premises by Lessee as aforesaid, Lessor shall make a good faith effort to serve written notice on Lessee in accordance with Paragraph 23 hereof (to the effect that, unless Lessee immediately cures its default by bringing rent payments current and by giving Lessor adequate assurance that Lessee is willing and able to perform its obligations under this Lease Agreement, Lessor intends to re-enter the Leased Premises and take possession thereof and that, if Lessor does so, Lessor may dispose of any remaining furniture, fixtures, equipment, appliances and personal property of Lessee); and shall also post the Leased Premises with such notice. Both actions may be taken concurrently by Lessor, if Lessor elects to proceed under this Paragraph 20. At any time more than five (5) business days after the giving of the aforesaid notice to Lessee and the posting of the Leased Premises (whichever shall later occur), Lessor may re-enter the Leased Premises and retake possession of the same on behalf of Lessee (such action by Lessor, however, shall not be deemed or construed to be an acceptance of surrender of possession of the Leased Premises by Lessee unless otherwise stated in Lessor's notice to Lessee). Further in the event of Lessor's re-entry into the Leased Premises as aforesaid, Lessor may take possession of any such remaining furniture, fixtures, equipment, appliances and personal property of Lessee in and about the Leased Premises, and ten (10) days or more after said re-entry, Lessor may sell or dispose of the same in a commercially reasonable manner; provided, however, that, if, prior to said sale or disposal, Lessee requests return of such property and simultaneously pays all delinquent rents and all of Lessor's reasonable expenses (including attorneys' fees and other legal costs) arising out of Lessee's abandonment, then Lessor shall return Lessee's property to Lessee. The proceeds receive from any sale of Lessee's property by Lessor shall be applied as a credit against any delinquent rentals and expenses (including reasonable attorneys' fees and other legal costs). The balance, if any, shall be remitted to Lessee. For value received and with intent to be legally bound by these presents, Lessee does hereby release and discharge Lessor from all liability and from any and all claims, demands and suits or causes of action in law or equity arising out of or in any manner related to any action taken by Lessor pursuant to this Paragraph 20.
21. Waiver. No party shall be deemed to have waived any right, power or privilege under this Lease Agreement, unless such waiver shall have been executed in writing and expressly acknowledged by the parties to be charged with such waiver. The failure of any party to enforce at any time of the provisions of this Lease Agreement shall in no way be construed to be a waiver of such provisions nor in any way to affect the validity of this Lease Agreement or any part thereof, or the right of any party thereafter to enforce each and every provision. No waiver of any breach of
this Lease Agreement shall be held to be a waiver of any other or subsequent breach.
22. Surrender of Leased Premises. At the expiration or earlier termination of the Lease Agreement1 Lessee shall surrender the Leased Premises, together with alterations, installations and improvements to the Leased Premises, in as good condition and repair as when received by Lessee, except for ordinary wear and tear, damage or destruction to the Leased Premises by fire or other hazards insured against under Lessee's extended coverage insurance and acts on the part of any governmental authority.
23. Notices to Parties. All notices, requests, demands or other communications required hereunder shall be in writing and shall be deemed to have been duly given if addressed and mailed as follows:
TO LESSOR: TO LESSEE:
24. Rights of Successors and Assigns. This Lease Agreement shall bind and inure to the benefit or detriment of the parties hereto and their respective successors in interest and legal representatives.
25. Construction. This Lease Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania.
26. Entire Agreement. This Lease Agreement cannot be changed orally and constitutes the entire contract between the parties hereto. It shall not be modified nor changed by any expressed or implied promises, warranties, guarantees, representations or other information unless expressly and specifically set forth in this Lease Agreement or an addendum thereto properly executed by the parties.
27. Partial Invalidity. In the event any term, covenant, condition or provision of this Lease Agreement or the application thereof is determined to be invalid or unenforceable, to any extent, the remainder of this Lease Agreement shall not be affected thereby, and each term, covenant, condition and provision of this Lease Agreement shall be valid and be enforced to the fullest extent permitted by law.
28. Paragraph Headings. The headings referring to the contents of paragraphs of this Lease Agreement are inserted for convenience and are not to be considered as part of this Lease Agreement or as a limitation on the scope of the particular paragraphs to which they refer.
29. Cooperation by the Parties. The parties, at any time before or after the closing date, will execute, acknowledge and deliver any further written applications, certificates and other assurances reasonably requested by either party. If requested, the parties further agree to prosecute or otherwise enforce in their own names for the benefit of the other party any claims, rights or benefits that are transferred by this agreement and that require prosecution or enforcement in the name of the other party. Any prosecution or enforcement of claims, rights or benefits under this paragraph shall be solely at the expense of the real party in interest, unless the prosecution or enforcement is made necessary by a breach of this agreement.
IN WITNESS WHEREOF, the parties, intending to be legally bound, have executed this Lease Agreement the day and year first above written.