LEASE
Lease made this 1st day of March 1996 between Chicago Investors, a general
partnership organized under the law of the State of Ohio, having its as
principal office at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxx 00000, herein referred to
as "Lessor," and Environmental Purification Industries Company, a general
partnership organized under the laws of the State of Ohio, having its principal
office at 2111 Champlain, Xxxxxx, Xxxx 00000, herein referred to as "Lessee."
In consideration of the mutual covenants contained herein, the parties
agree as follows:
Section 1. SUBJECT AND PURPOSE. A. Lessor leases the Building and land
located at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxx Xxxxxx, Xxxx, and more particularly
described and shown in Exhibit A attached hereto and made a part hereof
(hereinafter referred to as the "Premises") for purposes incident to the
operations conducted by the Lessee and for no other purpose.
X. Xxxxxx grants Lessee access to and from the Premises and public
streets over Lessor's properties located at or adjacent to Chicago Street,
Toledo, Ohio. Lessee shall not, however, interfere with Lessor's operations and
Lessor's tenants' operations conducted on Lessor's properties.
Section 2. TERM. A. Lessor leases the Premises for an initial term
("Initial Term") of 24 months commencing March 1, 1996, and terminating February
28, 1998. At the end of the Initial Term, Lessee has the options to extend this
Lease for up to three (3) additional option periods of one (1) year each (each
of said renewals is a "Renewal Term") upon the following terms and conditions:
1. Lessee gives Lessor written notice of its exercise of the applicable
renewal options at least sixty (60) days prior to the expiration of the Initial
Term and at least sixty (60) days prior to the expiration of each Renewal Term
if Lessee exercises its options to renew the Lease for any Renewal Term.
2. Lessee is not in default under this Lease beyond the expiration of any
cure period either on a date Lessee delivers the notice required above or at any
time thereafter prior to the commencement of the Renewal Term so exercised.
3. All of the terms and provisions of this Lease shall be applicable to
the Renewal Term, except that the rental for each Renewal Term shall be as set
forth in Section 3 RENTAL of this Lease. After the Initial Term and Renewal
Term (s), Lessee shall be deemed a tenant of the Premises from month-to-month at
the rents in effect at the later of the Initial Term or Renewal Term (s),
subject to all the terms and provisions hereof, except only as to the term of
this Lease. After the Initial Term and the Renewal Term (s), either party may
cancel this Lease upon giving the other party sixty (60) days written notice.
In the event Lessor secures a new tenant for the Premises during the month-to-
month tenure of Lessee, Lessor shall grant the Lessee the first right of first
refusal to match the terms of the proposed lease agreed upon by and between the
Lessor and the new tenant.
B. Notwithstanding the above, until Lessee removes all of its equipment
and personal property from the Premises, Lessee shall be liable for a pro-rata
monthly rental based on the same amount as stated herein for such additional
period of the time until all equipment and personal property are completely
removed. Lessee shall have a maximum of sixty (60) days to remove all of its
equipment and personal property from the date of cancellation after which period
the Lessor shall have the option to cause Lessee to immediately remove its
equipment and personal property or to restore the monthly rental to the full
amount.
Section 3. RENTAL. Lessee agrees to pay Lessor the monthly rental in
advance on the first day each month for that month's rental during the term of
this Lease or any Renewal Term hereunder as follows:
1. March 1, 1996 through February 28, 1998 $ 1,375.00
2. March 1, 1998 through February 28, 1999 $ 1,550.00
3. March 1, 1999 through February 29, 2000 $ 1,700.00
4. March 1, 2000 through February 28, 2001 $ 1,800.00
All rental payments shall be made to the Lessor at the address specified
above. If any rent payment is delinquent, a late charge of ten ($10) per day
shall be charged until rent is paid.
Section 4. TAXES AND ASSESSMENTS; UTILITIES. In consideration of the
rentals specified in this Lease, Lessor shall be responsible for all taxes and
assessments directly attributable to the Premises and for the utilities (gas,
electricity and water) consumed on the Premises. However, should the operations
and use of the Premises by the Lessee cause the utilities to increase by more
than 15% over the average monthly cost of utilities for the twelve-month period
preceding March 1, 1996, stated to be $750.00 per month, the Lessee shall be
obligated to pay as additional rent the cost of utilities exceeding such 15%
increase. The Lessor will provide substantiation to include but not be limited
to meter readings, for the computation of the increase. Lessee shall pay Lessor
for such increase upon receipt of billing for such increase from the Lessor.
Section 5. INSURANCE. A. Lessee will maintain or cause to be maintained
or, or failing to do so, shall reimburse Lessor for, insurance on the Premises
of the following character:
1. Comprehensive general liability insurance against claims for
bodily injury, death or property damage occurring on, in or about the Premises
in the minimum amounts of Three Million Dollars ($3,000,000) for bodily injury
or death in any one occurrence, Three Million Dollars ($3,000,000) in the
aggregate, and Three Million Dollars ($3,000,000) for property damage.
2. Workers compensation insurance to the extent required by the law
of the State of Ohio, and to the extent necessary to protect lessor and the
Premises against workers compensation claims.
B. All of the above described insurance shall be written by companies of
recognized financial standing and legally qualified to issue such insurance.
C. Lessee shall deliver to Lessor original or duplicate certificates of
insurance evidencing the existence of all insurance which is required to be
maintained by Lessee hereunder, such delivery to be made (i) promptly after the
execution and delivery hereof, and (ii) at least thirty (30) days prior to the
expiration of any such insurance.
D. Lessee shall at all times comply with and cause the Premises to comply
with all insurance policies required of Lessee under this Section 5 to the
extent necessary to prevent cancellation thereof and to insure full payment of
any claims made under such policies.
X. Xxxxxx shall maintain property insurance on the improvements
constituting the Premises in an amount equal to the Actual Cash Value thereof.
X. Xxxxxx and Lessee hereby release each other from any and all liability
or responsibility (to the other or any one claiming through or under them) by
way of subrogation or otherwise for any loss or damage to property caused by
fire or any of the extended coverage or supplementary contract casualties; even
if such fire or other casualty shall have been caused by the fault or negligence
of the other party, or any one for whom such party may be responsible; provided,
however, that this release shall be applicable and enforced and effect only with
respect to loss and damage occurring during such time as the releaser's policies
shall contain a clause or endorsement to the effect that any such release shall
not adversely affect and impair said policies or prejudice the right of the
releaser to recover thereunder. Lessor and Lessee each agree that their
policies will include such a clause or endorsement so long as the same shall be
obtainable.
Section 6. MAINTENANCE AND REPAIR. Throughout the term of this Lease,
Lessee at its expense will maintain all parts of the Premises in good repair and
condition, except for ordinary wear and tear. Lessor is responsible for the
repair and maintenance of the structural components of the Premises. However,
in the event of any casualty to the Premises, the Lessor shall not be obligated
to repair such casualty if the cost of making such repairs exceeds $15,000 over
insurance proceeds collected or to be collected. In the event Lessor elects not
to make such repairs, Lessee shall have the option to make such repairs or to
terminate the lease.
If the Premises become unsuitable for the purpose set forth in the
Lease for a period of fifteen (15) consecutive days due to structural disrepair
or failure, the rental shall be thereafter suspended until the Premises are
brought into a suitable condition for use.
Section 7. ALTERATIONS; LESSEE'S EQUIPMENT. Lessee may, at its expense,
make non-structural alterations of the Building provided that (i) the market
value of the Premises shall not be lessened thereby, (ii) such work shall be
expeditiously completed in a good and workmanlike manner and in
compliance with all applicable legal requirements and the requirements of all
insurance policies required to be maintained by Lessee hereunder, and (iii) the
character and use of the Premises shall not be changed as a consequence thereof.
Lessee shall make no structural alterations or construct any additions to the
Premises without first having obtained the written consent of Lessor, which
consent Lessor shall not unreasonably withhold. All additions and alterations
shall be and remain part of the realty and the property of Lessor, and shall be
subject to this Lease.
Lessee may place upon the Premises any trade fixtures, machinery,
equipment, materials, inventory, furniture, computers and/or other personal
property belonging to Lessee or third parties, whether or not the same shall be
affixed to the Premises, which are used in connection with any of Lessee's
business operations on the Premises, and may remove the same at any time during
the term of this Lease. Lessee shall repair any damage to the Premises caused
by such removal.
Section 8,. CONDEMNATION AND CASUALTY. A. Lessee hereby irrevocably
assigns to Lessor any award, compensation or insurance payment to which Lessee
may become entitled by reason of Lessee's interest in the Premises (i) if the
use, occupancy or title of the Premises or any part thereof is taken,
requisitioned or sold in, by or on account of any actual or threatened eminent
domain proceeding or other action by any person having the power of eminent
domain, or (ii) if the Premises or any part thereof are damaged or destroyed by
fire, flood of other casualty. Lessee shall, promptly upon obtaining knowledge
of such damage or destruction, or of any such proceeding or action for the
taking of the Premises or any part thereof, notify Lessor of the pendency
thereof. Lessor may appear at any proceeding or action to negotiate, prosecute
and adjust any claim for any award, compensation or insurance payment on account
of any such damage, destruction, taking, requisition or sale, and Lessor shall
collect any such award, compensation or insurance payment. All amounts paid
in connection with any such damage, destruction, taking, requisition or sale
shall be applied pursuant to this paragraph, and all such amounts (minus the
expense of collecting such amounts) are herein call the Net Proceeds. Lessor
shall pay all reasonable costs and expenses in connection with each such
proceeding, action, negotiation, prosecution and adjustment, for which costs and
expenses Lessor shall be reimbursed out of any award, compensation or insurance
payment received. Lessee shall be entitled to participate in any such
proceedings, action, negotiation, prosecution or adjustment. The foregoing
notwithstanding, nothing in this Lease shall impair Lessee's right to any award
or payment on account of Lessee's trade fixtures, equipment and other tangible
personal property, moving expenses and loss of business, if available, to the
extent Lessee shall have the right to make a claim therefore against the person
having the power of eminent domain, but in no event shall any such claim be
based upon the value of Lessee's leasehold interest.
B. In the event an occurrence of the character referred to in clause (A.)
above shall affect all or a substantial portion of the Premises and shall render
the Premises unsuitable for restoration for continued use and occupancy for the
purpose set forth in the Lease, Lessee shall have the option to terminate this
Lease, in which event Lessor shall retain all awards or compensation granted for
the occurrence of such event, except for those awards or compensations which are
payable to Lessee and/or any subtenant as set forth above.
Section 9. UNLAWFUL OR DANGEROUS ACTIVITY. Lessee shall neither use nor
occupy the Premises or any part thereof for any unlawful, disreputable business
purpose or operate or conduct any business which constitutes a nuisance of any
kind.
Section 10. INDEMNITY. A. Lessee shall indemnify Lessor against all
expenses, liability, or claims of every kind, including reasonable counsel fees,
by or on behalf of any person or entity, arising out of either (1) a failure by
Lessee to perform any of the terms and conditions of the Lease, (2) any injury
or damage happening on or about the Premises not covered by Lessor's insurance
and/or the insurance required to be carried by Lessor, or (3) failure to comply
with any law of any governmental authority. The foregoing indemnification will
not apply where the damages arise from the acts or omissions of Lessor or its
employees, agents or contractors.
X. Xxxxxx shall indemnify Lessee against all expenses, liability of
every kind, including reasonable counsel fees, by or on behalf of any person
arising our of a failure by Lessor to perform any of the terms and conditions of
the Lease or Lessor's failure to comply with any law of any governmental
authority.
Section 11. DEFAULT OR BREACH. Each of the following events shall
constitute a default or breach of the Lease by Lessee:
1. If Lessee, or any successor or assignee of Lessee, while in
possession shall file a petition in bankruptcy or insolvency or for
reorganization under any bankruptcy act, or shall voluntarily take advantage of
any such act by answer or otherwise, or shall make any assignment for the
benefit of creditors;
2. If involuntary proceedings under any bankruptcy law or insolvency
act shall be instituted against Lessee, or if a receiver or trustee shall be
appointed for all or substantially all of the property of Lessee, and such
proceedings shall not be dismissed or the receivership or trustee vacated within
thirty (30) days after the institution or appointment;
3. If Lessee shall fail to perform or comply with any of the
conditions of the Lease, including the failure to pay rent, and if such
nonperformance shall continue for a period of fifteen (15) days after notice
thereof by Lessor to Lessee, or, except for the failure to pay rent, such longer
period of time as is reasonable under the circumstances.
Section 12. EFFECT OF DEFAULT. In the event of any default hereunder, as
set forth in Section 11, the rights of Lessor shall be as follows:
1. Lessor shall have the right to cancel and terminate this Lease, as
well as all of the right, title, and interest of Lessee in the Lease by sending
a written notice of termination to Lessee; and on termination of the Lease, the
interest of
Lessee hereunder shall terminate, except as to Lessee's liability existing on
the date of termination; and
2. Lessor may re-enter the Premises thirty (30) days after written
notice of default and remove the property of Lessee in accordance with
applicable law. Re-entry will not terminate the Lease and the termination shall
not be effective until Lessor sends written notice of the termination to Lessee.
On termination, Lessor may recover from Lessee all damages proximately resulting
from the breach, including the cost of removing Lessee's property and recovering
the Premises.
Section 13. SUBORDINATION. All rights of Lessee under this lease shall be
subject and subordinate to the lien of any and all mortgages that may now or
hereafter affect the Leased Premises, or any part thereof, and to any and all
renewals, modifications, or extensions of any such mortgages, Lessee shall on
demand execute, acknowledge and deliver to Lessor, without expense to Lessor,
any and all instruments that may be necessary or proper to subordinate this
Lease or all rights therein to the lien of any such mortgage or mortgages and
each renewal, modification, or extension. Lessor shall provide to Lessee a non-
disturbance agreement in form and substance reasonably satisfactory to Lessee
executed by any mortgagee which now or in the future has a lien against the
Premises.
Section 14. ACCESS TO PREMISES. Lessee shall permit Lessor or its agents
to enter the Premises at all reasonable hours to inspect the Premises or make
repairs that may become necessary from time to time.
Section 15. LIABILITY OF LESSOR. Lessee shall be in exclusive control and
possession of the Premises, and Lessor shall not be liable for any injury or
damages to any property or to any person on or about the Premises, nor for any
injury or damage to any property of Lessee unless caused by Lessor or its
employees, agents or contractors. The provisions herein permitting Lessor to
enter and inspect the Premises are made to insure that Lessee is in compliance
with the terms and conditions hereof. Lessee shall not be liable to Lessor for
damages arising from any entry by Lessor on the Premises for inspection
purposes.
Section 16. WAIVERS. The failure of Lessor to insist on a strict
performance of any of the terms and conditions hereof shall not be deemed a
waiver of the rights or remedies that Lessor may have regarding that specific
instance only, and shall not be deemed a waiver of any subsequent breach or
default in any terms and conditions.
Section 17. SURRENDER OF POSSESSION. Lessee shall, on the last day of
the term specified in Section 2 herein, or on earlier termination and forfeiture
of the Lease, peaceably and quietly surrender and deliver the Premises to
Lessor.
Section 18. ASSIGNMENT. Lessee may not assign this Lease or sublease the
Premises without the written permission of Lessor, which Lessor shall not
unreasonably withhold. Lessor may assign, mortgage, pledge or encumber this
Lease or any of the rents becoming due hereunder without Lessee's consent
provided Lessee is given written notice of such assignment and the transferee
must assume the obligations of Lessee under this Lease.
Section 19. TOTAL AGREEMENT; APPLICABLE TO SUCCESSORS. This Lease
contains the entire agreement between the parties and cannot be changed or
modified except by a written instrument subsequently executed by the parties
hereto. This Lease and the terms and conditions hereof apply to and are binding
on the heirs, legal representatives, successors, and assigns of both parties.
Section 20. APPLICABLE LAW. This agreement shall be governed and
construed in accordance with the laws of the State of Ohio.
Section 21. TIME IS OF THE ESSENCE. Time is of the essence in all
provisions of this Lease.
This agreement executed on the date first written above.
Lessor: Chicago Investors, an Ohio
General Partnership
/s/ Real X. Xxxxxxxxx By: /s/ Yale X. Xxxxxxx
----------------------------------- --------------------------------
Witness General Partner
/s/
-----------------------------------
Witness
Lessee: Environmental Purification
Industries Company, An Ohio
General Partnership
/s/ Real X. Xxxxxxxxx By: /s/ Xxxxx X. Maison
----------------------------------- --------------------------------
Witness General Partner
/s/
-----------------------------------
Witness
STATE OF OHIO )
) SS:
COUNTY OF Xxxxx )
-----
On the 4th day of June, 1996, Yale X. Xxxxxxx, the GENERAL PARTNER of
Chicago Investors, appeared before me and duly acknowledged that he executed the
foregoing instrument.
/s/ Xxxxx X. Xxxxxx (Xxxxxx)
-----------------------------------
Notary Public
STATE OF OHIO ) XXXXX XXXXXX
) SS: NOTARY PUBLIC, STATE OF OHIO
COUNTY OF Xxxxx ) MY COMMISSION EXPIRES SEPT 11, 1999
-----
On the 4th day of June, 1996, Xxxxx X. Maison, a General Partner of
Environmental Purification Industries Company, appeared before me and duly
acknowledged that he executed the foregoing instrument.
/s/ Xxxxx X. Xxxxxx (Xxxxxx)
XXXXX XXXXXX
NOTARY PUBLIC, STATE OF OHIO
MY COMMISSION EXPIRES SEPT 11, 1999
