L E A S E A G R E E M E N T
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THIS LEASE AGREEMENT made and entered into this 15th day of December
1999, by and between the Residuary Trust U/W Xxxxx X. Xxxxxxx hereinafter
referred to as "LESSOR", and Geo-Tec Thermal Generators, Inc. hereinafter
referred to as "LESSEE".
WITNESSETH
WHEREAS, LESSEE desires to lease from LESSOR part of a building
located at 0000 X. Xxxxxxx Xxxxxxx, Xxxx Xxxxx Xxxxxx, Boca Raton, Florida on
lands owned by LESSOR. Specifically 2654 square feet on the 1st floor.
NOW, THEREFORE, for and in consideration of the premises and of the
covenants and agreements herein contained, the parties hereto hereby
obligate themselves as follows:
ARTICLE I - BUILDING;
Located at 0000 X. Xxxxxxx Xxxxxxx, Xxxx Xxxxx, XX 00000.
ARTICLE II - COVENANT OF LESSOR:
LESSOR covenants for it or anyone claiming by, through or under
LESSOR, that it will put LESSEE in actual possession of the demised
premises as improved and that LESSEE, on paying the said rental and
performing the covenants herein agreed by it to be performed, shall
and may peaceably and quietly have, hold and occupy the demised
premises for the term of this Lease. No substantial renovations shall
be made without the written approval and consent of LESS0R.
ARTICLE III -TERM:
LESSEE is to have the premises herein described, together with the
building related improvements to be constructed thereon, for a term of
five (5) years beginning on February 1st, 2000.
ARTICLE IV - RENT:
In consideration of the leasing of the aforesaid premises, LESSEE does
hereby covenant and agree with LESSOR to pay rental in the sum of
($318,480.00 ) THREE HUNDRED EIGHTEEN THOUSAND FOUR HUNDRED AND EIGHTY
DOLLARS. Said rental shall be payable monthly in advance at the rate
of $5308.00 per month plus Sales Tax. Monthly installments of rent
being paid simultaneously with the execution of this Lease Agreement,
and thereafter commencing on the first day of February,2000. Said
total rent of ($318,480.00) THREE HUNDRED EIGHTEEN THOUSAND FOUR
HUNDRED AND EIGHTY DOLLARS reserved and agreed to be paid under this
Lease shall be paid in lawful currency of the United States of
America.
The annual rental herein provided to be paid by LESSEE unto LESSOR
shall be subject to increase in accordance with the provisions of this
paragraph. In computing said increase, it is agreed that, beginning February
1st, 2001 and each one year thereafter, the rent shall increase a fixed amount
of 3%. The increases in rent are as follows:
February 1st, 2001 monthly rent shall increase to $5407.24 plus tax
per month.
February 1st, 2002 monthly rent shall increase to $5631.26 plus tax
per month.
February 1st, 2003 monthly rent shall increase to $5800.19 plus tax
per month.
February 1st, 2004 monthly rent shall increase to $5974.20 plus tax
per month.
Increases of 3% per year will also apply to the option years of this
lease if said option is executed.
Time is of the essence in respect to rent and any payment due under
this Lease. All rents and other payments required to be paid by the LESSEE are
due on the first day of the month, and shall be subject to a 5% late charge if
not received by the LESSOR on or before the 7th day of the month. The LESSEE
agrees to pay all costs and expenses, together with reasonable attorney's fees,
which may be incurred by the LESSOR in enforcing the terms, covenants and
conditions of this Lease, whether by suit or otherwise.
ARTICLE V - ADDITIONAL RENT, DEFINITIONS
Terms and conditions of this article have been deleted from this
lease.
ARTICLE VI-PAYMENT OF REAL ESTATE TAXES AND ASSESSMENTS:
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It is the understanding and agreement of the parties hereto that all
real estate taxes and assessments will be paid by LESSOR during the initial term
of this Lease and any extension or renewal thereof. LESSOR shall pay such taxes
each year prior to the time they become delinquent.
ARTICLE VII - OTHER TAXES:
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The LESSEE agrees that during the term of this Lease or any extension
thereof, it will pay to the public officers charged with the collection thereof,
any "use" or "sales" tax that might be imposed by any governmental body against
the LESSEE by reason of the occupancy of the demised premises and payment of
rental therefor by the LESSEE; and LESSEE further covenants and agrees to pay
such tax or taxes prior to the same becoming delinquent and to furnish unto
LESSOR evidence of such payment. In the event LESSEE should fail to pay such use
or sales taxes, then the LESSOR, at its sole option, may pay said tax or taxes
and the amount so paid by LESSOR shall be added to and become additional rental
to be paid by LESSEE unto LESSOR. LESSEE shall have the option of paying any
such use or sales tax directly to the governmental body assessing the same or to
the LESSOR. In the event the same are paid to the LESSOR, it shall be LESSOR'S
obligation to pay the same to such governmental body.
ARTICLE VIII - INSURANCE:
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At all times during the term of this Lease, the following insurance will
be maintained in the name of the LESSOR:
1. "All Risk" insurance in an amount equal to the full replacement value of the
LESSOR'S improvements on the demised premises. The value of the improvements
will exclude the cost of foundations, underground piping and/ or wiring, outside
paving and landscaping. Such insurance shall include the "Inflation Guard
Endorsement" or shall be adjusted annually to reflect the then current
construction costs.
2. Rent insurance on an "All Risk" basis in an amount equal to 75% of the annual
rent plus the sum of the annual taxes and insurance.
3. "Lessors Risk Only" liability insurance covering both bodily injury liability
and property damage liability with a combined single limit of $1,000,000.00 for
each occurrence.
The insurance will be subject to the requirements of any institutional
first mortgagee, including, but not limited to, Federal Flood Insurance.
This insurance will be maintained with insurance companies licensed and
qualified to do business in the State of Florida and have a general
policyholders' rating of A or A+ and a financial rating of class XV as
established by A.M. Best Company of Oldwick, New Jersey.
It is understood and agreed that this insurance does not cover LESSEE'S
property - real or personal - in any way.
LESSOR and LESSEE each waive any against each other for any damage to
property subject to insurance. Each party agrees to obtain a waiver of
subrogation from its insurance carrier permitting this waiver.
ARTICLE IX - HOLD HARMLESS:
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The LESSEE covenants and agrees with LESSOR that during the entire term
of this Lease, the LESSEE will indemnify and save harmless the LESSOR against
any and all claims, debt, demands or obligations which may be made against the
LESSOR or against the LESSOR'S title in the premises arising by reason of any
negligent acts or Omissions of the LESSEE, its officers, agents or employees in
occupying the premises; and not any acts or omissions of the LESSOR, its
officers, agents or employees; and if it becomes necessary for the LESSOR to
defend any action seeking to impose any such liability, the LESSEE will pay the
LESSOR all costs of court and reasonable attorneys' fees incurred by LESSOR in
such defense, in addition to any other sums which said LESSOR may be called upon
to pay by reason of the entry of a judgment decree against the LESSOR in the
litigation in which such claim is asserted.
The LESSOR covenants and agrees with LESSEE that during the entire term
of this Lease, the LESSOR will indemnify and save harmless the LESSEE against
any and all claims, debt, demands or obligations which may be made against the
LESSEE arising by reason of any negligent acts or omissions of the LESSOR, its
officers, agents or employees; and if it becomes necessary for the LESSEE to
defend any action seeking to impose any such liability, the LESSOR will pay the
LESSEE all costs of court and reasonable attorneys' fees incurred by LESSEE in
such defense, in addition to any other sums which LESSEE may be called upon to
pay by reason of the entry of a judgment or decree against the LESSEE in the
litigation in which such claim is asserted.
ARTICLE X - UTILITIES, UTILITY CHARGES, CASH DEPOSITS:
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The LESSOR hereby represents and warrants that at the time of the
execution of this Lease, that sufficient water (either by water mains or
approved xxxxx)., electricity, telephone, sewage facilities (either by sanitary
sewer systems or approved septic tanks) and garbage removal capability will be
available to the LESSEE, for the LESSEE'S intended use of the premises. It is
expressly understood that it is the LESSORS responsibility of make necessary
applications with the proper authority for required utility service to serve the
premises, and such applications are to be filed in sufficient time to allow the
utility company to provide service to the premises. All cash deposits as may be
required by the utility companies are the responsibility of the LESSOR.
Telephone hook-up is not the responsibility of the LESSOR.
The LESSOR agrees and covenants to pay all utility charges, including,
but not limited to, water, gas, electricity, sewage and removal of waste
materials used on or arising from use of the premises and pay the same monthly
or as they shall become due.
ARTICLE XI - AIR CONDITIONING AND HEATING AND MAINTENANCE;
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Upon occupancy of the premises and acceptance of the air conditioning, heating
and cooling systems and installations, the LESSOR shall assume full and complete
responsibility for the operation, maintenance, repair and replacement of such
air conditioning, heating and cooling systems. LESSOR shall not be liable to
LESSEE for the failure or discontinuance of the air conditioning, heating and
cooling systems, or for the provisions of any other utility service to the
demised premises.
ARTICLE XII - MAINTENANCE:
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Upon acceptance and occupancy of the premises, the LESSOR shall
thenceforth during the term of this Lease and any renewals thereof be
responsible for interior maintenance of the premises. LESSOR will also pay for
water service and sewer charges, lawn and garden service, building management
fees, exterior painting and caulking, paving and parking lot, exterior lighting,
roof repairs, and all other required exterior maintenance, including the
maintenance cost of private roadway access to the facility, if any. The LESSOR
will be required to clean windows (exterior) and will be required to make
repairs to doors and windows, including locks and weather stripping, as may be
necessary. LESSEE to be responsible for any signs, mail boxes, exterior
identification, etc., which has been installed on the premises on LESSEE'S
behalf.
ARTICLE XIII - FIXTURES AND PERSONAL PROPERTY:
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It is agreed between the parties hereto that LESSEE may install any
trade fixtures, equipment, and other personal property on the demised premises
of a temporary or permanent nature, and LESSOR agrees that LESSEE shall have the
right at any time, provided LESSEE is not in default of any of the terms of this
Lease, to remove any and all such trade fixtures, equipment and other personal
property which it may have stored or installed in the demised premises. Provided
further, however, that in such event LESSEE shall restore the premises
substantially to the same condition, except for ordinary wear and tear, in which
they were at the time LESSEE took possession. LESSEE shall not be obligated to
restore the premises substantially to the same condition in which they were at
the time LESSEE took possession in the event of changes and alterations made
upon written approval of the LESSOR or in the event the demised premises are
surrendered because of default on the part of the LESSOR.
The provisions hereof shall not be construed to prevent the LESSEE from
financing or refinancing the purchase of equipment or machinery, and the LESSOR
shall execute such reasonable documents in favor of any financial institution
holding security thereon, subordinating rights of the LESSOR thereof. Nor shall
there be a lien on any work in process of LESSEE.
ARTICLE XIV - LESSEE FORBIDDEN TO ENCUMBER LESSOR'S INTEREST:
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It is expressly agreed and understood between the parties hereto that
nothing in this Lease contained shall ever be construed as empowering the LESSEE
to encumber or cause to be encumbered the title or interest of LESSOR in the
demised premises in any manner whatsoever. In the event that regardless of this
prohibition any person, furnishing or claiming to have furnished labor or
materials at the request of the LESSEE or of any person claiming by, through or
under the LESSEE shall file a lien against LESSOR'S interest therein, LESSEE,
within thirty (30) days after being notified thereof, shall cause said lien to
be satisfied or record or other premises released therefrom by the posting of a
bond or other security as prescribed by law, or shall cause same to be
discharged as a lien against LESSOR'S interest in the demised premises by an
order of a court having jurisdiction to discharge such lien.
ARTICLE XV - LAWFUL USE OF PREMISES:
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LESSEE further covenants and agrees that said demised land and all
building and improvements thereon during the term of this Lease shall be used
only and exclusively for lawful purposes. LESSEE will not knowingly use or
suffer anyone to use said premises or building for any purpose in violation of
the laws of the United States, the State of Florida, the County of Palm Beach or
any other governmental unit wherein the premises may be located.
ARTICLE XVI - COMPLIANCE WITH REGULATIONS OF PUBLIC BODIES:
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The LESSEE covenants and agrees that it will, at its own cost, make
such improvements on the premises and perform such acts and do such things as
may be lawfully required by any public body having jurisdiction over said
property in order to comply with such sanitary, zoning, setback, and other
similar requirements designed to protect the public, applicable only to the
manner of LESSEE'S use and occupancy of the demised premises. LESSEE also agrees
to comply with all deed restrictions.
The undertakings in this ARTICLE XVI by the LESSEE are conditioned upon
the LESSOR delivering the demised premises to LESSEE with the improvements
constructed thereon complying with all zoning ordinances, setback requirements,
sanitary requirements and other similar requirements in effect at the time of
the commencement of the term of this Lease, and LESSEE shall not be required to
make any structural changes to meet such requirements as they from time-to-time
may exist.
ARTICLE XVII - SIGNS:
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During the term of this Lease, LESSEE may install such signs on the
demised premises as may be permitted by appropriate authorities and recorded
restrictions, provided, however, that such signs shall be first approved by
LESSOR in writing, which approval shall not be unreasonably withheld. Such signs
may be attached in such manner as approved by the LESSOR provided that upon the
termination of this Lease they are removed at the expense of the LESSEE.
ARTICLE XVIII - DEFAULT BY LESSOR OR LESSEE:
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In the event that either the LESSOR or the LESSEE shall violate or
default under any of the terms or provisions of this Lease, each shall, as the
case may be, indemnify and pay to the prevailing party all costs and expenses,
including, but not limited to, reasonable attorneys, fees incurred in enforcing
the terms and provisions of this Lease or incurred in any court action including
attorneys' fees which may be incurred on appeal, which the prevailing party may
incur or pay by reason of the other party's default or Lease violation.
ARTICLE XIX-LESSORIS RIGHT TO INSPECT PREMISES:
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The LESSEE agrees and covenants that the LESSOR or its agents, for the
purposes of examining or inspecting the condition of the demised premises, shall
have access to the said demised premises not more frequently than once every
ninety (90) days and then, upon the giving of ten (10) days notice by the LESSOR
to the LESSEE of the LESSOR'S intent to examine or inspect the demised premises.
Notwithstanding the foregoing, the LESSOR in the event of any emergency such as,
but not limited to, a fire, flood or severe windstorm, shall have free access to
said demised premises for the purposes of examining or inspecting damage done to
the demised premises.
LESSOR shall have the right to show the demised premises during the
ninety- (90) days prior to termination to prospective lessees, at reasonable
times during normal business hours. The LESSOR further reserves the right to
show the demised premises to prospective purchasers. Except in the event of an
emergency, LESSOR shall not have entrance to the demised premises without the
accompaniment of an employee of LESSEE.
ARTICLE XX - ASSIGNMENT OR SUBLETTING:
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LESSEE may, with the consent of LESSOR which consent shall not be
unreasonably withheld, assign this Lease or sublet in whole or in part the
demised premises provided that LESSEE herein shall continue to remain liable and
responsible for the payment of rental due hereunder. For the purpose of this
clause a merger or consolidation of LESSEE with another corporation or an
assignment to a wholly owned subsidiary shall not constitute an assignment
requiring the consent of the LESSOR. LESSOR shall have the right to assign the
lease premises without consent of the LESSEE and LESSEE agrees to attorn to the
LESSOR'S assignee. No assignment by the LESSOR shall relieve LESSEE of its
obligations hereunder.
ARTICLE XXI - DESTRUCTION OR DAMAGE BY FIRE OR OTHER HAZARDS:
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The parties hereto agree, that, if the improvements erected or to be
erected upon the demised premises are partially or totally destroyed or damaged
by fire or other hazard, then the LESSOR shall promptly repair and restore such
improvements as soon as it is reasonably practical to restore them so that they
are restored substantially to the prior existing condition, subject to such
changes as LESSEE may reasonably require, and provided, however, that such
changes will not increase the cost of restoration unless LESSEE agrees to pay
for such increased cost; due allowance, however, shall be made for reasonable
time necessary for LESSOR to adjust the loss with the insurance companies
insuring the demised premises at the time of the happening of the fire or the
casualty, but in no event shall such adjustment result in the LESSOR not being
obligated to make such restoration and in any event the restoration must
commence within Fifteen (15) days after the happening of such fire or other
casualty and the completion thereof must be completed within two (2) months
after such fire, casualty or the disaster with reasonable allowance made for
delay occasioned by strike, lockouts Or conditions beyond the control of the
LESSOR, but in any event, said restoration must be completed on or before two
(2) months after the happening of such fire or other casualty. If such
restoration is not completed within said two (2) months period, then LESSEE, at
its option, may cancel this Lease with abatement of rent as of the date of the
loss, provided, however, that LESSOR shall be entitled to retain the proceeds of
any rent insurance as provided for in ARTICLE VIII thereof. However, failure of
the insurance company to authorize such restoration work will be considered a
reasonable delay.
In the event of total destruction of the demised premises, and the
LESSOR fails to completely restore and rebuild the same within nine (9) months
after such fire, casualty or other disaster, then, in that event, the LESSEE
may, at its option, elect to terminate and cancel this Lease, in which event the
Lease shall be terminated upon written notice by the LESSEE to the LESSOR and
neither party shall thereafter have any further obligation with respect to the
other.
Should the demised premises or any portion thereof be rendered
untenantable by reason of the damage or destruction thereof caused by fire,
casualty or disaster during the term of this Lease as provided for this section,
rent shall be abated in proportion to the areas of the demised premises rendered
untenantable from the date of the happening of the fire or other, casualty or
disaster up to the date of restoration of the premises, except any rent that may
be retrieved from rent insurance procured pursuant to this Lease. However, no
rent shall accrue for any portion of the premises unless LESSEE is able to
conduct its usual business on that portion of the premises that remain
tenantable. If after the date of the happening of the fire or other casualty or
disaster, the LESSEE shall have paid any rents for a period beyond such date,
the tenant shall be entitled to a proportionate refund.
In the event of complete or total destruction of the improvements or
destruction to such an extent that the premises are rendered untenantable by the
LESSEE, the LESSOR shall not be required to restore or rebuild the improvements
in the event there are less than five (5) years remaining of the term of this
Lease, unless the parties hereto agree to extend the term of this Lease for not
less than five (5) years from the date of completion by the LESSOR of such
restoration.
In the event that the Lease is cancelled as provided for in this
ARTICLE XXI, LESSEE shall be entitled to all insurance proceeds representing the
value of leasehold improvements paid for or agreed to be paid for by the LESSEE
together with all replacements thereof and additions thereto, and all proceeds
provided that LESSOR first receives the proceeds covering the replacement value
of LESSOR'S building from all undesignated proceeds.
ARTICLE XXII - OUIET ENJOYMENT:
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LESSOR covenants that so long as tenant pays the rent reserved in this
lease and performs its agreements hereunder, tenant shall have the right to
quietly enjoy and use the leased premises for the term hereof, subject only to
the provisions of this Lease.
ARTICLE XXIII - DEFAULT BY LESSEE:
---------------------------------
Each of the following shall be deemed a default by the LESSEE and a
breach of this Lease:
A..The filing of a petition by or against the LESSEE for adjudication
as a bankrupt under the Bankruptcy Act, as now or hereafter amended or
supplemented, or for reorganization within the meaning of Chapter X of said
Bankruptcy Act, or for arrangement within the meaning of Chapter XI of said
Bankruptcy Act, or the filing of any petition by or against the LESSEE under any
further bankruptcy act for the same or similar relief. The dissolution or the
commencement of any action or proceeding for the dissolution or liquidation of
the LESSEE whether instituted by or against the LESSEE or for the appointment of
a receiver or trustee of the property of the LESSEE.
B. The taking possession of the premise or property of the LESSEE upon
the premises by any governmental office or agency pursuant to statutory
authority for the dissolution, rehabilitation, reorganization or liquidation of
the LESSEE.
C. The making by the LESSEE of any "assignment for the benefit of
creditors".
"If 'A shall be involuntary on the part of the LESSEE, the event in
question shall not be deemed a default within the meaning of the Lease in the
absence of any adjudication thereof or final order thereon, and if either A, B
or C above shall be involuntary on the part of the LESSEE, there shall be no
default within the meaning of this Lease, if such event is dismissed or vacated
by the LESSEE within sixty (60) days from the occurrence of such event,
otherwise such event shall constitute a default hereunder.,,
D. A failure to pay the rent herein reserved, or additional rent, or
any part hereof, for a period of ten (10) days after receipt of
written notice.
E. Failure in the performance of any other covenant or condition of
this Lease on the part of the LESSEE to be performed, for a period
of thirty (30) days after receipt of written notice.For the purposes
of subdivision "E", of this ARTICLE XXIII, no failure on the part of
the LESSEE in the performance of work required to be performed or
acts to be done or conditions to be modified shall be deemed to
exist if steps shall have, in good faith, been commenced promptly
by the LESSEE to rectify the same and shall be prosecuted to
completion with diligence and continuity. If the matter in question
shall involve building construction, and if the LESSEE shall be
subject to unavoidable delay, either by reason of governmental
regulations restricting the availability of labor or materials,or by
strikes or other labor troubles, or by reason of conditions beyond
the control of the LESSEE, the LESSEE'S time to perform under said
subdivision "E" of this ARTICLE XXIII shall be extended for a period
commensurate with such delay.
(ii) In the event of any such default of the LESSEE, the LESSOR may serve a
written notice upon the LESSEE that the LESSOR elects to terminate this Lease
upon a specified date not less than thirty (30) days after the date of the
serving of such notice, except in the case of a default under subdivision "D"
hereof for nonpayment of rent, in which event such date shall not be less than
then (10) days after the expiration of any ten (10) day notice given under said
subdivision "D", and if the default remains uncured or the time period is not
extended as herein provided, this Lease shall then expire on the date so
specified as if that date had been originally fixed as the expiration date of
the term herein given.
(iii) In the event this Lease shall be terminated as herein before provided, or
by summary proceedings or otherwise, or in the event the demised premises or any
part thereof shall be abandoned by the LESSEE, the LESSOR, or its agents,
servants or representatives, may immediately or at any time thereafter, re-enter
and resume possession of said premises or such part thereof, and remove all
persons and property therefrom, either by summary dispossess proceedings or by a
suitable action or proceeding at law, without being liable for any damages
therefore. Moving out of the premises or leaving the premises vacant shall not
be deemed an abandonment of the premises, provided that LESSEE continues to pay
the rent as and when due. No re-entry by the LESSOR shall be deemed an
acceptance of a surrender of the Lease.
In the event this Lease be terminated by summary proceedings, or
otherwise as provided herein, or if the premises shall have been abandoned and
whether or not the premises be released, the entire amount of rent which would
be paid to the expiration date of this Lease shall become due and payable. In
the event of such termination or abandonment, LESSOR shall be obligated to use
its best efforts to mitigate any damages it may have against LESSEE. In the
event the premises are released by the LESSOR, the LESSOR shall be entitled to
recover from the LESSEE, and the LESSEE shall pay to the LESSOR, in addition to
any other damages becoming due hereunder, an amount equal to the amount of all
rents and additional rent reserved under this Lease, less the net rent, if any,
collected by the LESSOR on releasing the demised premises, which shall be due
and payable by the LESSEE to the LESSOR on the several days on which the rent
and additional rent reserved in this Lease would have become due and payable;
that is to say, upon each of such days the LESSEE shall pay to the LESSOR the
amount of deficiency then existing. Such net rent collected on reletting by the
LESSOR shall be computed by deducting from the gross rents collected and
reasonable expenses incurred by the LESSOR in connection with the reletting of
the premises or any part thereof, including brokers, commission and the cost of
repairing, renovating or remodeling said premises; however, the expenses to be
deducted in computing the net rent collected on reletting shall not include the
cost of performing any covenant contained herein required to be performed by
LESSEE.
The obligation of the LESSOR to use its best efforts to mitigate any
damages it may have against LESSEE shall not preclude the right of the LESSOR to
obtain by judicial process a judgment for the entire amount of rent which would
be paid to the expiration date of the Lease. If said Lease is terminated by
summary proceedings or otherwise as provided herein. In the event LESSOR obtains
a judgment in such manner, LESSOR shall be obligated to use its best efforts to
mitigate any damages it may have recovered in accordance with the provisions of
the paragraph.
ARTICLE XXIV-SUBORDINATION:
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This Lease, its terms, conditions and all leasehold interests and rights
hereunder are expressly made, given and granted subject and subordinate to the
lien of any bona fide first mortgage which the LESSOR may secure from any bank,
life insurance company, savings and loan association or other recognized lending
institution; and TENANT agrees to execute any instrument or instruments required
by the mortgagee to subordinate the terms of this Lease to any such first
mortgage that may be placed upon the premises by the LESSOR. In the event of
foreclosure when this Lease is not terminated, the TENANT agrees to attorn rent
due hereunder to the mortgagee, if successor in interest, or to the successful
purchaser at foreclosure sale (new substitute lessor).
ARTICLE XXV -RENEWAL OF LEASE;
-----------------------------
At the conclusion of the term of this Lease, the LESSEE shall have an
option of renewing for an additional 2 year term at a rent based on $24 per
square foot annual rental rate as adjusted by the 3% fixed increases as referred
to in Article IV.
The LESSEE shall exercise option to renew the Lease for an additional 2
year period, in writing, delivered to LESSOR'S place of business as hereinafter
set forth, at least three (3) months in advance of the expiration of the initial
term of this Lease.
ARTICLE XXVI -CONDEMNATION:
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It is further understood and agreed that if at any time during the
continuance of this Lease, the legal title to the demised land or the
improvements located thereon on any portion thereof be taken, appropriated or
condemned by reason of eminent domain, there shall be such division of the
proceeds of award in such condemnation proceedings and such abatement of rent
and other adjustments made as shall be just and equitable under the
circumstances. If the LESSOR and LESSEE are unable to agree upon what division,
annual abatement of rent, or other adjustments are just and equitable within
sixty (60) days after such award shall have been made, then the matters in
dispute shall be submitted to arbitration in accordance with the provisions then
obtaining of the American Arbitration Association and this Lease shall be
specifically enforceable under the prevailing arbitration law, and judgment upon
the award rendered may be entered in the Court of the State of Florida having
jurisdiction.
Notwithstanding anything to the contrary herein contained, any
proceeds of award in such condemnation proceedings shall be paid in favor of the
party for who said award is specifically granted. That is to say that in the
event the LESSEE is not specifically awarded proceeds from said proceedings,
LESSEE shall not receive any such proceeds.
If this Lease is terminated in any manner herein provided in this
ARTICLE XXVI, rent for the last month of LESSEE'S occupancy shall be prorated
and LESSOR agrees to refund the LESSEE any rents paid in advance.
If the legal title to the entire premises were wholly taken by
condemnation proceedings, this Lease shall be automatically cancelled. If legal
title to a portion of the demised premises is taken and the parties hereto agree
that such taking renders the remainder of the demised premises unfit for its
intended use, LESSEE, at its sole option, may elect to terminate this Lease. In
the event the parties cannot agree upon what partial taking renders the
remainder of the demised premises unfit for its intended use, then the matter
shall be submitted to arbitration in the manner provided above. In general, it
is the intent of this ARTICLE XXVI that upon condemnation, the parties hereto
shall share in the award to the extent that their respective interest are
destroyed, damaged or depreciated by the exercise of the right of eminent
domain.
ARTICLE XXVII - NOTICES:
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All notices required by the law and this Lease to be given by one party
to the other shall be in writing, and the same shall be served by Certified
Mail, Return Receipt Requested, in postage prepaid envelopes addressed to the
following Addresses or such other addresses as may be by one party to the other
designated in writing:
AS TO LESSOR: RESIDUARY TRUST U/W XXXXX X. XXXXXXX
0000 X. Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
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AS TO LESSEE: Geo-Tec Thermal Generators, Inc.
0000 X. XXXXXXX XXXXXXX, Xxxxx #
Xxxx Xxxxx, XX 00000
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ARTICLE XXVIII - MISCELLANEOUS:
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The covenants and agreements contained herein shall bind and the
benefits and advantages shall inure to the respective heirs, executors,
administrators, successors, and assigns of the parties hereto. Whenever used,
the singular number shall include the plural; the plural, the singular; and the
use of any gender shall be applicable to all genders. All covenants, agreements
and undertakings shall be joint and several.
No modifications or changes shall be made to this Lease unless the same
are made in writing and signed by the party against whom enforcement is sought.
ARTICLE XXIX - SECURITY DEPOSIT: Return of Property upon Termination of Lease:
--------------------------------
To insure the good and faithful performance of the terms of this Lease
LESSEE agrees to deposit with LESSOR a sum equal to Two (2) Months rent of the
Lease. Upon satisfactory completion of the term of this Lease or any renewals
thereof and surrender of the premises by the LESSEE in a condition equally as
good as originally accepted by LESSEE, normal wear and tear accepted, said
security deposit shall be returned to LESSEE. If LESSEE does not surrender the
premises in such condition then LESSOR may deduct such amounts from the security
deposit as may be necessary to make proper repairs and return the remaining
amount, if any, of the security deposit to LESSEE.
ARTICLE XXX - RETURN OF PROPERTY UPON TERMINATION OF LEASE:
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Upon the termination of this Lease, LESSEE agrees to return to the
LESSOR all of said property, free and clear and discharged of all rights of any
persons whomsoever against said property, in good condition excepting usual wear
and tear, free, clear and discharged of all claims, debts, and obligations of
any kind or nature against the same.
ARTICLE XXXI - INSOLVENCY OF LESSEE:
-----------------------------------
Should the LESSEE at any time during the term of this Lease become
insolvent or be placed in liquidation or suffer or permit any petition under any
of the rehabilitative provisions of the bankruptcy act or any involuntary or
voluntary petition of bankruptcy to be filed by it or against it, or otherwise
make any assignment for the benefit of its creditors, or should a receiver or
trustee by appointed for the LESSEE'S property, then and in any such event and
upon the happening of any such event, the LESSOR shall have the right at its
election to consider the same a material default on the part of the LESSEE of
the terms and provisions hereof and to terminate this Lease, in which event no
interest of any kind hereunder shall vest in the trustee in bankruptcy,
receiver, or other like officer or agent. This ARTICLE is in furtherance of and
not a limitation of the po era herein conferred upon the LESSOR. However, in the
event of a filing of any petition in bankruptcy or under any of the
rehabilitative provisions of the bankruptcy act which might seek the assistance
of the bankruptcy court either in the form of reorganization or an arrangement
with creditors, or otherwise, the LESSEE shall have one hundred and twenty (120)
days from such filing in which to obtain an order of the Federal District Court
discharging said petition before same constitutes a material default on LESSEE'S
part of the terms and conditions hereof so as to entitle the LESSOR to terminate
this Lease.
ARTICLE XXXII -DAMAGE DUE TO LESSEE'S NEOLIGENCE:
------------------------------------------------
LESSEE shall be liable for and shall hold LESSOR harmless in respect of
damage or injury to the leased premises, including any and all damages to the
exterior walls of the building or the paved and/or hard topped areas surrounding
the premises including parking lots, driveways and sidewalks, or the person or
property of the LESSEE, or the person or property of LESSOR'S other tenants, or
anyone also, if due to an act of neglect of LESSEE or anyone in its control or
employ. LESSEE shall at once report in writing to LESSOR any defective condition
known to him which LESSOR is required to repair and failure to so report shall
make LESSEE responsible for damages resulting from defective conditions. All
personal property upon the premises shall be at the risk of the LESSEE only, and
LESSOR shall not be liable for any damages thereto or theft thereof.
ADDITIONAL PARAGRAPH #1- TENANTS RIGHT TO VACATE LEASED PREMISES
-----------------------
It is agreed between the LESSOR AND LESSEE that after the 3rd year
of this lease the LESSEE shall have the right to " buy out " of the remaining 2
years of this lease by paying to the LESSOR a sum equal to the un-amortized
costs associated with the total cost of tenant improvements necessary to prepare
LESSEE"S space for occupancy.
IN -WITNESS WHEREOF, the parties hereto have executed this Lease in
several counterparts, each of which shall be deemed an original and in manner
and form sufficient in law the day and year first above written.
SIGNED, SEALED and DELIVERED
IN THE PRESENCE OF:
WITNESS LESSOR
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WITNESS LESSEE
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