Exhibit 10.2
EQUIPMENT LEASE AGREEMENT
THIS AGREEMENT is entered into by and between the North Texas Research
Institute, UNT ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ("Lessor" or "NTRI"), the
University of North Texas, ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ("UNT") and the
Applied Isotope Products Corporation, #▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
("Lessee" or "AIPC") for the purpose of leasing certain tomographic testing
equipment.
WITNESSETH,
WHEREAS, Lessor owns and has control over tomographic testing equipment
("Equipment"); and
WHEREAS, UNT anticipates assuming ownership of such equipment; and
WHEREAS, Lessee desires to use such Equipment for its own purposes and to
provide commercial services to others;
NOW, THEREFORE, in consideration of the foregoing, the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. LEASE OF EQUIPMENT
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the
Equipment, upon the terms and conditions hereinafter set forth (the specific
item(s) and/or systems(s) which make up such Equipment are fully set forth in
Schedule A. which is attached hereto and made a part hereof for all purposes).
2. USE OF EQUIPMENT
Lessor and Lessee acknowledge that the Equipment shall be used to conduct
tomographic research, development and commercial testing for which Lessee will
contract with third parties.
Lessor and Lessee acknowledge and agree that Lessor may use the Equipment
for non-commercial purposes at time when such Equipment is not in use by
Lessee's Associates as stipulated in paragraph 4 below.
3. TERM OF LEASE
The lease term shall commence as of March 1, 1996, and continue in full
force and effect for a period of five (5) years unless otherwise terminated in
accordance with the provisions herein. Lessor or Lessee may terminate this lease
upon thirty (30) days
prior written notice of the intent to terminate to the other party. Early
termination of this Agreement shall not affect rights or obligations of either
party which accrue prior to such termination.
4. LEASE PAYMENTS
Lessee hereby agrees to pay Lessor four (4) monthly rental payments of
Five Hundred Dollars ($500.00), for a total payment of Two Thousand Dollars
($2,000.00), which shall be due with the execution of this Agreement and shall
be non-refundable. Lessee further agrees to pay Lessor monthly rental payments
of Five Hundred Dollars ($500.00) each beginning on July 1, 1996 and continuing
for the remainder of the lease term. These rental payments shall be payable on
the first day of each month that this Agreement is in effect or with the
execution of this Agreement if the first day of the month has passed. In case of
a scheduling conflict, these rental payments shall provide Lessee with a right
of first refusal to the use of the Leased Equipment.
Lessee further agrees to pay Lessor use fees on the Equipment in the
amount of Ten Percent (10%) of the gross revenues received by Lessee from the
commercial scanning services of the Equipment. Use fee payments shall be payable
the month following the collection of such fees. Such payment shall be made with
the rental fee payment.
5. REVIEW OF RECORDS
Lessee agrees to keep true, accurate and complete records of all revenues
collected from use of Equipment for commercial scanning service. All such
records shall be maintained by the Lessee for the term of this Agreement and two
years thereafter. Upon request, Lessor shall have full access to any Lessee
accounts and records pertaining to this Agreement and the right to audit same.
6. INSURANCE
Both parities agree that Lessee shall insure the Equipment for fire and
extended coverage during the period of this Lease Agreement. The dollar value of
the coverage shall not be less than eighty percent (80%) of the replacement cost
of the Equipment. In the event of damage or loss, any proceeds of such insurance
shall, at the option of Lessee, (a) be used to repair or replace the Equipment
or (b) be transferred to Lessor for use in purchasing additional equipment items
for lease to Lessee.
7. ALTERATIONS
Lessee is hereby given the right to make alterations, additions, or
improvements to the Equipment, so long as the value of the equipment is not
materially reduced thereby. Lessor retains title to improvements in the
Equipment; however, software and intellectual property improvements shall remain
the property of Lessee.
8. MAINTENANCE AND REPAIR
It is acknowledged that the Equipment being leased by Lessee may require
repair to return the Equipment to its as manufactured condition and performance
specification. The repairs, extent of repair and the time of repair shall be at
the sole discretion and option of Lessee. All maintenance and repair cost as
deemed necessary by Lessee shall be the sole responsibility of Lessee, subject
to Section 12 hereof.
9. LOCATION
Lessee shall not, without the prior written consent of Lessor, permit the
Equipment to be removed from the State of Texas.
10. DISCLAIMER OF WARRANTIES
LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS
TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR FITNESS FOR USE OF THE LEASED EQUIPMENT OR ANY PORTION THEREOF, OR
ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE LEASED EQUIPMENT OR ANY
PORTION THEREOF.
LESSEE HEREBY ACKNOWLEDGES AND DECLARES THAT LESSEE IS SOLELY RESPONSIBLE
FOR THE APPLICATION, OPERATION AND MAINTENANCE OF THE EQUIPMENT BY LESSEE, AND
THAT LESSOR HAS NO RESPONSIBILITY THEREFOR. IN NO EVENT SHALL LESSOR BE LIABLE
FOR ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN
CONNECTION WITH OR ARISING OUT OF THE APPLICATION OR USE OF THE EQUIPMENT BY
LESSEE, PRIVATELY OR COMMERCIALLY, OR BY THIS LEASE AGREEMENT OR THE EXISTENCE,
FURNISHING, FUNCTIONING OR USE BY LESSEE OF ANY ITEM PRODUCT OR SERVICE PROVIDED
FOR HEREIN.
11. INDEMNIFICATION
LESSEE AGREES TO DEFEND, ASSUME THE COST OF DEFENSE, HOLD HARMLESS, AND
INDEMNIFY LESSOR, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL
LIABILITY AND EXPENSES (INCLUDING COSTS AND ATTORNEYS' FEES) RESULTING FROM ANY
INJURY (INCLUDING DEATH) TO ANY PERSON AND FROM ANY DAMAGES TO THE PROPERTY OF
OTHERS ARISING OUT OF THE ACTS OR OMISSIONS OF LESSEE'S OFFICERS, AGENTS OR
EMPLOYEES IN CONNECTION WITH THE WORK CARRIED OUT INVOLVING THE EQUIPMENT.
LESSEE SHALL TAKE ALL REASONABLE PRECAUTIONS IN
THE PERFORMANCE OF THE WORK INVOLVING THE EQUIPMENT TO PROTECT THE HEALTH AND
SAFETY OF ALL PERSONS AND TO MINIMIZE ALL HAZARDS TO LIFE AND PROPERTY.
12. GENERAL DUTIES OF LESSEE
The parties agree that Lessee shall have primary use of the Equipment for
the purpose of conducting commercial research, development, and testing
activities. Lessee, at its sole discretion, shall repair said equipment to the
degree Lessee deems necessary to conduct said commercial research, development,
and testing activities. Lessee agrees to maintain the Equipment in its as leased
condition along with any repairs or improvements in accordance with normal
practices. All costs resulting from operations, maintenance and other actions of
Lessee involving the Equipment shall be borne by Lessee, and all benefits
derived from Lessee's actions using the Equipment shall inure to Lessee during
the term of this Agreement, except as provided herein. In the event of
termination of this Agreement, Lessee shall be responsible for returning
Equipment to Lessor in the same condition which it was received, normal wear and
tear excepted. In such event, Lessee shall bear all costs associated with such
return.
13. COMPLIANCE WITH LAW
Lessee shall be solely responsible for compliance with all applicable
statutes, rules, orders, regulations and requirements of all governmental
authorities, now existing or hereinafter enacted, pertaining to Lessee's actions
involving the Equipment.
14. ASSIGNMENT AND SUBLEASE
Lessor shall not encumber its interest in the use of the Equipment and
shall not sell or encumber its ownership of this lease during the term hereof
without the consent of Lessee, except that Lessor shall have the right to
transfer ownership to UNT. Lessor and Lessee understand and acknowledge that UNT
anticipates assuming ownership of the equipment during the term of this Lease.
In such event, UNT shall automatically assume all rights and obligations of
Lessor as provided under this Agreement, whether accrued or owed in the future.
Without the prior written consent of Lessor, Lessee shall not (a) assign
or transfer this Lease Agreement, the Equipment or any part thereof, or (b)
permit the Equipment or any part thereof to be used by anyone other than Lessee.
15. NOTICES
Any notice called for or permitted under the terms hereof may be given in
writing and sent by ordinary mail to the last address of the party to whom the
notice is given as designated by such party in writing.
Lessor hereby designates its address as:
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Director
North Texas Research Institute
P. O. Box 5396, NT Station
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Lessee hereby designates its address as:
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
Applied Isotope Products Corporation
#▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
A party may change the address it uses for notice by notifying the other party
of such address change.
16. STATE LAW AND VENUE
This Agreement shall be construed in accordance with the laws of the State
of Texas and venue for any proceeding related to this Agreement shall lie in
▇▇▇▇▇▇ County, Texas.
17. BINDING OF HEIRS AND ASSIGNS
Subject to the provisions of this Lease Agreement against assignment of
interests hereunder, all provisions of this Lease Agreement shall extend to and
bind, or inure to the benefit not only of the parties hereto but to each and
every one of the heirs, executors, representatives, successors, and assigns of
Lessor and Lessee.
18. INVALID CLAUSES
It is expressly agreed and understood by the parties hereto that if any
provision of this Lease Agreement is held to be invalid under any applicable
statue or rule of law, it is deemed to that extent to be omitted. However, the
balance of the Agreement shall remain in full force and effect.
19. ENTIRETY CLAUSE
This instrument and Schedule A attached hereto constitute the entire
agreement between the parties relating to the rights herein granted and the
obligations herein assumed. Any representations or modifications concerning this
instrument shall be of no force or effect excepting a subsequent modification in
writing, signed by all parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date of the last signature following.
NORTH TEXAS RESEARCH INSTITUTE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 7/22/96
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Date)
Executive Director
UNIVERSITY OF NORTH TEXAS
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 7/22/96
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Date)
Vice President for Finance and
Business Affairs
APPLIED ISOTOPE PRODUCTS CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 7-8-96
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Date)
President
SCHEDULE A
LEASED EQUIPMENT
ASSET DESCRIPTION
IDM Tomographic Software.
DEC Fortran & VAM-VMS Operating System
System design specifications as specified in Exhibit 2. AGREEMENT for
Evaluation of Integrated Pipe and Inspection Systems, between Texas Utilities
Electric Company and International Digital Modeling Corporation, executed
September 7, 1990 (Exhibit 2, See Addenda).
ASSET DESCRIPTION
Stationary Tomographic Pipe (IRIS-1) Inspection, IDM A06, consisting of:
(1) IDM Data Acquisition System mounted on triangular base, three banks of 243
Scintillator Detector Assemblies spaced at one-sixth degree intervals,
three Amersham 1006C Gauging Devices (each with Cobalt-60 pellet) strength
of 100 ▇▇▇▇▇▇. Three air conditioning units.
Electronic Housing Unit with;
CAMAC Signal Processing Unit
High Voltage Power Supply
Low Voltage Power Supply
Subpositioning Motor Drives
Control Interface Module
EHU Interface Cables
EHU Power Distributors
EHU Environmental Conditioning Unit
Source Control Module & Interface Cables
▇▇▇▇▇▇, Model 1003, Radiation Area Alarm
(1) Pandijires Model TU Gantry Position. S/N 60-4360, 10' vertical travel
(1) Troyke. 54" Precision Rotary Table.
Computer System. Digital (DEC), Model Microvax-II (630Q2), Computer with
1-MB memory and 4-MB expansion memory, consisting of:
(1) 159-MB Winchester, Disk Drive, Model DEC-RD-54DA.
(1) Ethernet 802.3 Adapter, Model DELQA-M.
(1) 95-MB, Cartridge Tap Controller, Model TK-50-AA.
(1) Graphics, Video Terminal, Model VT330-C2
(1) ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇, Remote Terminal.
(1) CDA Multiplexer.
(1) Alphatronix Inspire, Disk Drive
(1) OKITEL Model 2400 Modem.
(1) Model ▇▇▇▇-▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇.
Lot Assorted installed boards, etc.