Exhibit 10.17
LEASE AGREEMENT FOR OFFICE SPACE
AND OTHER CORPORATE SPACE NOT PURSUANT TO ARTICLE 7A:1624 OF THE CIVIL CODE
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in accordance with the model established in February 1996 by the Real Estate
Council.
Reference to this model is permitted only if the filled out, added or
modified text is clearly recognizable as such. Additions and modifications
should preferably be included under the heading "Special Provisions." The
Council precludes liability for any adverse consequences of using the text of
the model.
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The undersigned, Van Haaren Beheer B.V., registered in the Delft Office of the
Chamber of Commerce of Haaglanden under Commercial Register Number 27215913,
based in 2627 AN Delft at Xxxxxxxx 00, legally represented in this matter by P.
T. van Haaren, holder of passport No. X00000000, hereinafter to be called
Lessor,
and
Bruker Nonius B.V., registered in the Delft Office of the Chamber of Commerce of
Haaglanden under Commercial Register Number 27230375, based at Xxxxxxxxxx 0 in
2624 BD Delft, legally represented in this matter by L. V. Boskma, holder of
passport No. X00000000, hereinafter to be called Lessee,
Agree to the following:
LEASED PREMISES, PURPOSE, USE
1.1 This Lease Agreement shall relate to the corporate space, hereinafter to be
called Leased Premises, which is locally known as Oostsingel 209 and
Xxxxxxxxxxxxxx 0 in Delft and which is more specifically indicated in the
drawing and/or description of Leased Premises, which has been certified by the
parties and attached to this Deed and which constitutes a part of this Lease
Agreement. Land Registry Record.: Delft sectio N, Nos. 2517, 2701, 3036 n 3165,
together constituting a surface of 59 ares and 35 centiares.
1.2 Leased Premises may be used exclusively as an office and production area
workshop [for] instrument factory, with showroom and cafeteria with kitchen for
the company's own use. On the interior terrain, there are some additional
facilities, such as container area, explosives shed and bicycle parking rack. In
the yard, there is room for car parking places.
The complex to be leased is part of an industrial area intended
according to plan to become an "Indonesian neighborhood." According to
information from the municipality of Delft, the corporate activity planned by
Lessee does not conflict with this plan.
1.3 Lessee shall not be allowed to use Leased Premises for any purpose other
than that described in 1.2, without previous written consent from Lessor.
1.4 The maximum allowable load on the floor(s) of Leased Premises is sufficient
for the activities referred to above. Floor load on the above-ground floors
amounts to approximately 700 kg.
TERMS AND CONDITIONS
2.1 The General Provisions of the Lease Agreement for Office Space
and Other Corporate Space Not Pursuant to Article 7A:1624 of the Civil Code,
filed on February 29, 1996, with the Clerk of the Court at the Court in The
Hague and recorded there under Number 34/1996, hereinafter to be called "General
Provisions," shall be a part of this Agreement. The contents of these General
Provisions is known to the parties and Lessee has received a copy.
2.2 The Provisions referred to in 2.1 shall apply, except where a deviation
therefrom is explicitly indicated in this Agreement or where application of
these Provisions is not possible with respect to Leased Premises.
TERM, RENEWAL AND TERMINATION
3.1 This Agreement has been concluded for a term of six years with an automatic
renewal to ten years, becoming effective as of November 1, 2001, and lasting
through October 31, 2011, unless Lessee gives notice before November 1, 2006, in
accordance with Article 3.4, for a termination of the lease on October 31, 2007.
3.2 Upon expiration of the period referred to in 3.1, this Agreement shall be
continued for a contiguous ten-year period, that is, through October 31, 2021.
3.3 This Agreement shall be discontinued by means of a notice of termination, to
be submitted shortly before the end of a lease period and observing a term of
notice of at least one year.
3.4 Termination must take place by means of a writ of summons or by registered
letter.
3.5 Interim discontinuance of this Agreement shall be possible in a circumstance
such as described in 7 of the General Provisions.
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PAYMENT OBLIGATION, TERM OF PAYMENT
4.1 Lessee's payment obligation shall consist of:
- The lease price
- The compensation for incidental deliveries and services, including the sales
taxes owed on these
- The sales tax owed on the lease price, or a corresponding amount, in
accordance and in compliance with 15.2 and 15.3 of the General Provisions,
in cases where parties have agreed upon a lease price subject to sales tax.
4.2 The lease price shall amount to NLG 900,000.00, that is, nine hundred
thousand guilders (Euro 408,402), plus V.A.T., on an annual basis.
4.3 The lease price shall be adjusted for the first time on November 1, 2002,
and then annually on November 1, in accordance with 4.1 through 4.2 of the
General Provisions.
4.4 The compensation for incidental deliveries and services shall be determined
in accordance with 12 of the General Provisions. A system of advance payments
with settlement at a later date shall be applied to this compensation, as set
forth there.
4.5 The payments to be made to Lessor by Lessee shall be due in lump sum advance
payments during contiguous payment periods, as stipulated in 4.6. They must be
paid in full before, or on the first day of, the period to which the payments
relate.
4.6 The following amounts shall apply per payment period of one calendar month
for the following payment obligations:
- Lease price NLG 75,000.00 (Euro 34,033.50)
- Advance on compensation for
incidental deliveries and
services provided by or on
behalf of Lessor NLG not applicable
- Sales taxes of 19% NLG 14,250.00 (Euro 6,466.37)
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Total NLG 89,250.00 (Euro 40,499.87),
that is, eighty-nine thousand two hundred fifty guilders.
These amounts include sales taxes.
4.7 In view of the effective date of the lease, the first payment period shall
be for November 2001, and the amount owed for this first period shall be NLG
89,250.00 (Euro 40,499.87), including sales taxes. Lessee shall pay this amount,
including any sales taxes owed on it, on or before October 19, 2001.
SALES TAXES
5.1 All amounts listed in this Agreement are exclusive of sales taxes. Lessee
shall owe sales taxes on the compensation for incidental deliveries and
services. In the case of a lease subject
to sales tax, this shall apply to the lease price as well. The sales taxes shall
be invoiced by Lessor and they must be paid together with the lease price and
the compensation for incidental deliveries and services, or the advance on
these.
5.2 The parties shall agree that Lessor shall invoice Lessee for sales taxes on
the lease price.
5.3 If it has been agreed that sales taxes on the lease price will be invoiced,
Lessee shall hereby xxxxx Xxxxxx and his legal successor(s) an irrevocable power
of attorney to submit an application as intended in Article 11, Section 0, Xxxx
x, Xxxxx 5, of the 1968 Act on Sales Taxes (option application for leases
subject to taxes), also on his behalf. If requested, Lessee shall co-sign such
an application within 14 days after having received it with this request from
Lessor and return it to Lessor. Lessee shall hereby state that the work
activities in Leased Premises are subject to V.A.T., pursuant to the Act on
Sales Taxes, at a minimum of 90%. Lessee's fiscal year shall run from January 1
through December 31.
DELIVERIES AND SERVICES
6 The parties shall agree that incidental deliveries and services to be provided
by or on behalf of Lessor shall be Not Applicable.
BANK GUARANTY
The amount of the bank guaranty stipulated in 8.1 of the General Provisions
shall amount to NLG 267,750.00, that is, two hundred sixty-seven thousand seven
hundred fifty guilders (Euro 121,499.65).
MANAGER
8. Xx. X. Xxxxxxxxx shall act as manager until such time as Lessor will make a
decision to the contrary. He shall be reachable by telephone at 000-000-0000 or
at 00-0000-0000 on his cell phone.
9. SPECIAL PROVISIONS
- In the case of a sale during the term of the Agreement, Lessee shall
have the right of first purchase at a daily value to be determined at
the appropriate time. The right of first purchase to the benefit of
Lessee shall explicitly not apply in cases of transfer of property to
"van Haaren affiliated companies and/or family members and/or persons
to whom
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a partnership agreement applies." Determination of the daily value
shall be obtained by 1) mutual agreement between Lessee and Lessor, 2)
appraisal by two certified brokers/appraisers of real estate and,
possibly, 3) an authority to be appointed by the Justice of the Peace
of Delft, which shall submit a binding opinion.
- During the term of the Agreement, Lessee shall be entitled to sublet to
third parties. When the Agreement is discontinued on October 31, 2021,
or on whichever subsequent date is agreed, Leased Premises shall be
delivered by Lessee to Lessor or his legal successor(s) empty and free
of lease or any other obligations for use. In cases of actual sublet,
Lessor shall receive a copy of the sublet agreement.
- Lessee shall be responsible for the necessary permits and for any
adjustments for environmental reasons.
- Lessee has been given correspondence regarding the installation (Kone
contract), and Geveke mechanical engineering relating to the
refrigerator with R22 refrigerant, which is located in Leased Premises
and which should be removed.
- Upon signing of this Lease Agreement, Eneco Energie shall be informed
by Lessee about the change in the user's agreement. Lessee shall
request new delivery as of October 12, 2001. Correspondence from Eneco
regarding meters that are to be replaced shall serve as an enclosure in
this matter.
- The structures present on the land, including any glass, have been
insured by Lessor.
Thus executed and signed in duplicate in Delft on October 12, 2001.
P. T. van Xxxxxx X. X. Boskma
[signature] [signature]
(Lessor) (Lessee)
Enclosures:
- The General Provisions
- Drawing of Leased Premises
- The Bank Guaranty as referred to in 7
- Description of Leased Premises
- Report C00-247.o, dated May 2000, by Arnicon B.V. (soil)
- Statement of Affairs for asbestos in accordance with BRL 5052, dated
5/22/00, by Search Milieu B.V.
- Drawing of TNO workshop at ground level, dated April 2001, with
indication of remainders of colo-vinyl tiles present under system
walls
- Listing of systems installed and of inventory sold once by Lessor
- Agreement regarding financial compensation to Lessee for
improvements of the premises in case of departure before October 31,
2021.
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ACKNOWLEDGMENT OF TRANSLATION
November 8, 2001
The undersigned officer of the Registrant hereby acknowledges on
behalf of the Registrant that the foregoing translation of the Lease
Agreement for office space between Bruker Nonius B.V. and Van Haaren Beheer
B.V. is a fair and accurate English translation from Dutch of the
original executed agreement.
BRUKER AXS INC.
By: /s/ Lieuwe Boskma
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Lieuwe Boskma, Managing
Director, Bruker Nonius B.V.
