LEASE AGREENENT ENTERED INTO, BY AKD BETWEEN EQUIP08 CLINATEC, 8.A. DE C.V,, RPsE82NTED BY IT8 ATTORsBY-IN-FACT XS8RS. DIETER E. GRETHER AND BOBBY M.SEORNTON 5gEREINAETER REFERBED TO AS THE "LES80R" AND BY TUE OTHER PART OPTON DE MEXICO, 8.A. DE C.V.,...
LEASE AGREENENT ENTERED INTO, BY AKD BETWEEN EQUIP08 CLINATEC,
8.A.
DE C.V,, RPsE82NTED BY IT8 ATTORsBY-IN-FACT XS8RS. XXXXXX X.
XXXXXXX AND XXXXX X.SEORNTON 5gEREINAETER REFERBED TO AS THE
"LES80R" AND BY TUE OTHER PART OPTON DE MEXICO, 8.A. DE C.V.,
REPRE8ENTED BY ITS ATTORNEY--IN-FACT MR. S ~f U) PPFF-1 _
(HEREINAFTER REFERRED TO AS TRE ";BS8BE"), PURSUANt TO THE
FOLLOWING STAtEMENT8 AND CLAU8ES:
S T A T E M E N T S
I. The LESSOR states, through its legal representative: a) That
it is a Mexican Commercial stock corporation incorporated in
accordance to the General Law of Commercial Corporations. EQUIPoS
is the owner of the entire beneficial interest in the property
and the building situated thereon through two different Real
Estate trust agreements which are effective for thirty-year terms
and renewals for additional thirtyyear terms.
b) That it is the owner and has full possession and domain of an
industrial plant with an approximate surface area of 5,400 square
meters (approximately 58,125 square feet), constructed on a plot
with surface of 19,568.43 square meters (approximately 210,634.50
square feet), located in the Rio Bravo Industrial Park, in the
City of Zargoza, Municipality of Xxxxxx, Bravos District, State
of Chihuahua, Mexico, which characteristics are illustrated in
the plot plan and plan of premises which are attached to this
contract as Exhibit "A". (The aforementioned will be hereinafter
referred to as the "Real Estate" or the "Premises").
c) That it has the intention to lease the Real Estate, to the
LBSSEE pursuant to the terms and conditions set forth in this
instrument. d) That its representative has legal capacity for the
execution of this instrument on behalf of the LESSOR, same which
has not been limited nor revoked. e) That the LESSOR has legal
capacity to enter into this lease pursuant to the permit attached
hereto as Exhibit "B".
II. The
IzESSEE through its legal representative states: a)
That is
a commercial stock corporation incorporated in
accordance to the General Law of Commercial Corporations. b)
That its
objective is to operate light and clean industry.
c) That
it wishes to lease the Real Estate pursuant to the
terms
and conditions set forth herein. d) That its legal
representative has legal capacity for the execution of this
contract
on behalf of the LESSEE, which has not been limited
nor
revoked. e) That the LESSEE has legal capacity to enter
into
this Lease.
III. Both
parties state: That upon the execution of this
instrument there existed no error, misrepresentation nor bad
faith
between them. Having stated the foregoing, the parties
hereby
covenant and agree to the following:
2
C L A U S
E S:
SECTION I LEASE 1.1. The LESSOR hereby grants to the xXXXXX the
temporary use and enjoyment of the Real Estate. 1.2. The LESSEE
accepts and receives the Real Estate in lease, pursuant to the
terms and conditions set forth herein.
SECTION
2 TERM 2.1. Provided there is no uncured Event of
Default
and subject to the terms, covenants, agreements and
conditions contained herein, this Lease Agreement shall be for
a term,
binding for both parties, commencing as of the date of
execution hereof and ending on December 31, 1996, at il:59
p.m.,
Mexico city, Federal District time.
2.2.
This Lease Agreement may be extended for an additional
five (5)
consecutive terms of one year each, which extensions
shall be
exercised by the LESSEE by providing to the LESSOR a
previous
and written notice duly delivered, at least one
hundred
and eighty (180) days prior to the expiration date of
this
Agreement, expressing its intention to extend this Lease
Agreement. In the event that LESSEE does not exercise its
option
to extend the Term of this Lease for the next available
one year
term, then all rights and options of LESSEE to extend
the term
shall cease and LESSOR shall have the right during
the
remainder of the term to advertise, in any manner, the
availability of the Premises for reletting.
/S.g
SECTION 3
USE OF THE REAL ESTATE 3.1. The LESSEE
shall use the ReaI Estate only for light and clean
industrial
purposes, such as the assembly or manufacture of all
kinds of
products, excluding basic chemical production and
heavy
industry, being forbidden expressly to use the Real
Estate for
basic chemical production, heavy industry,
fabrication or
storage of explosive, radioactive, inflammable
(except as
needed in day to day operations), explosive products
or any
other product which may be dangerous to persons or
the
integrity of the Real Estate. LESSEE shall comply
with the
Mexican law of Ecological Balance and Environmental
Protection
and Health Law. LESSEE states that it has the
intention of
manufacturing electrical and electronic products,
activity that
is considered a light and clean industrial operation.
Therefore, the LESSEE represents that the intended
use of the
Premises is according to the provisions set forth
above.
Notwithstanding any other provision of this Lease,
LESSOR
retains a right to ingress, egress, and access over
and across
the Premises for the benefit of other parts of the
Property or
other Real Estate in which LESSOR or its successor or
Affiliates may have an interest. SECTION 4
B~ 4.1.
The LESSEE shall pay to the LESSOR
for this Lease the rental amount of $70,143.25
(Seventy
Thousand One Hundred Forty-three and 25/loo Dollars),
legal
currency of the United States of
4
X~fMl? s~
America, or pesos if
required by Hexican law, in
advance for the space
occupied for the period
thru December 31, 1991.
Beginning January l, 1992
the LESSEE shall pay $4.50
(Four and 50/100 Dollars)
per square foot per year
for the 58,125 square feet
or the amount of space not
occupied by Equipos
Climatec, S.A. de C.V.,
payable in twelve (12)
equal and monthly
installments of $21,797.00
(Twenty-one Thousand Seven
Hundred Ninety-seven and
no/100 Dollars), legal
currency of the United
States of America, or
Mexico if required by
Mexican law. Each such
payment shall be due and
payable on the first day of
each calendar month. 4.2.
The LESSEE agrees to make
payment of the rent without
the need of prior demand or
request of payment; the
LESSEE, likewise, may not
retain any part of the
rentals due to repairs or
any other reason
whatsoever. 4.3. The
installments of the Lease
price referred in paragraph
4.1. above, shall be
payable by the LESSEE to
the LESSOR, on the first
day of each month,
precisely at the payment
address of the LESSOR
located at X.X. Xxx 000,
Xxxxxxxx Xxxx, Xxxxxxxx
00000. 4.4. In case the
LESSEE does not pay on time
to the LESSOR at the
address abovementioned,
interest shall accrue at
the rate of 128 per annum
on the overdue amount, from
the rental payment due date
until the total and
comp}ete to payment is
effected, without prejudice
of the right of the LESSOR
to rescind this Agreement.
4.5. The rental amount
shall be increased each
year on the first day of
January in proportion to
the increase of the
"Consumer Prices Index@~
published by the Department
of Labor of the United|)swf
States of America, from the
prior January 1, with the
understanding the rental
amounts shall never be
reduced. 4.6. To fix the
increases of the rentals,
as set forth in paragraph
4.5 above, the LESSEE
agrees that the LESSOR
shall determine such
increases according to the
provisions set forth in
this Section and LESSOR
shall notify LESSEE in
writing of such increase.
This notice shall bind the
LESSEE to pay the new
rental amounts, unless the
LESSEE notifies LESSOR that
there is a mathematical
error in the calculation
within thirty (30) days of
such invoice. If there is a
correction to the
calculation of such amount,
LESSEE agrees to pay such
corrected amount. SECTION 5
LESSEE POSSESSION 5.1. The
LESSOR hereby delivers the
possession of the Real
Estate to LESSEE. LESSEE
receives the Real Estate in
possession and states its
agreement and full
satisfaction with respect
to its foundations,
columns, walls, exteriors,
roofs, structures and all
other components. 5.2. The
LESSEE shall permit to the
person or persons
designated by the LESSOR
the access to Real Estate
for the purpose to verify
the fulfillment of the
obligations of the LESSEE
under the terms set forth
in this Agreement, as well
as for the preservation of
the Real Estate or any
other proper purpose,
including but not limited
to the access of other
property owned by LESSOR or
its Affiliates.
$~1SECTION 6
MAINTENANCE OF LESSOR 6.1.
The LESSOR shall be bound
to maintain the structure
and integrity of the roofs
(without including the
waterproofing) and
structure of the Real
Estate, provided that such
repairs do not become
necessary due to the
negligence or misconduct of
the LESSEE or the
installation of machinery,
equipment or additions or
the placement of materials
which due to their
dangerous
nature, weight, movement,
vibrations and other
similar conditions may
produce any injury to the
Real Estate, due to the
characteristics of the
structure or roof of the
Real Estate or its actual
weight resistance. For
reason of the above stated
purposes, the LESSEE
represents to know
perfectly well the
technical characteristics
of the Real Estate and
states its full
satisfaction therewith.
SECTION 7
MAINTENANCE OF THE LESSEE
7.1 The LESSEE during the
term hereof, binds itself
to render to the Real
Estate whatever maintenance
is required and to make the
corresponding repairs, so
as to keep the Real Estate
in its normal state of
conservation, excluding its
normal wear and tear but
including the adequate
waterproofing of the roofs.
7.2. For the purpose of
carrying out repairs or
maintenance work referred
in the foregoing paragraph
on the Real Estate, when
the LESSEE is to carry out
any important maintenance
work, the LESSEE must
previously notify the
LESSOR in writing,
informing LESSOR of
W #
-
t
the
need to carry out
such
work and the
characteristics
thereof, so that LESSOR
approves such work
which
approval shall
not
be unreasonably
withheld.
SECTION 8
IMPROVEMENTS AND
INSTALLATIONS CARRY OUT
BY
LESSEE 8.1. The
LESSEE may carry out
with
the previous
authorization of the
LESSOR given in
writing, at its
expense, all
improvements to the
Real
Estate or
installations thereof
which
LESSEE considers
convenient to take full
advantage of the Real
Estate, in accordance
with
LESSEEts
activitiest with the
understanding that upon
termination hereof, all
installations,
improvements or
additions of a
permanent character,
including but not
limited to heating
ventilating and air
conditioning systems
equivalent of
whatsoever nature
("HVAC") in;stalled in
the
Premises by LESSEE
whether permanently
affixed thoreto or
otherwise and all
fixtures shall remain
for
the benefit of the
Real
Estate; LESSEE
hereby expressly waives
the
provisions of
Sections 2423 and 2424
of
the Civil Code for
the
Federal District
and
their corresponding
Section of other Civil
Codes
applicable in the
Republic of Mexico. The
LESSOR, if ift is
convenient to its
interest, shall have
the
authority to demand
from
the LESSEE, upon
termination hereof, to
remove
alldinstallations,
improvements or
additions effected by
LESSEE andXsaid LESS:EE
shall
deliver the Real
Estate to the LESSOR in
the
same state in which
LESSEE received it,
reasonable wear and
tear;#xcepted.
8 ::
X
The LESSEE may
remove the installations or improvements that
it may
have carried out on the Real Estate, which are not of a
permanent
nature, provided however, that upon removal thereof
that the
Real Estate is left in the same state in which it was
received,
with the exception of its normal wear and tear. 8.2.
LESSEE's
obligation to pay the rental amounts shall be in
force
until the LESSEE delivers to the LESSOR the Real Estate
without
any object that the LE9SEE may have on the Real
Estate.
The rental amounts shall accrue by complete months,
according
to the terms set forth in paragraph 13.3. hereof.
SECTION 9
9.1. The LESSEE shall be authorized to install, inside or
outside
of the Real Estate, without inJury to the Real Estate,
those
signs which it considers necessary, with the
understanding that they must be removed upon termination
hereof
and all damages caused thereby to the Real Estate must
be
repaired. 9.2. The LESSEE shall permit to the LESSOR the
installment of signs in the Real Estate:to offer it on Lease,
Sale, or
any other for three months before the termination f
this
Agreement or its renewal. SECTION 10 fUTILITIES
10.1. The
LESSEE shall on its own account enter into the
corresponding utilities contracts for lighting or power, gas
or water
utilities and any other utility which may be required
by
~t
the
LESSEE to carry out its activities within the Real Estate,
all
amounts charged thereof sh:ll be paid by the LESSEE. 10.2.
Upon
termination of this Agreement, the LESSEE shall cancel and
pay all
utilities contracts, as part of the termination
obligations related to the deliver of the Real Estate,
according to the terms set forth in Section 13 hereof and the
rental
amounts set forth in paragraph 8.2. shall accrue as long
as the
LESSEE does not comply with its obligations set forth
herein.
SECTIoN 11
LIABILITIES OF THE PARTIES 11.1 In conformance with applicable
law,
EQUIPOS guarantees to OPTRON the use and peacefui
enjoyment of the Premises during the fll term of the
contractF, and OPTRON covenants and agrees to use the Premises
only for
the purposes herein set forth and in accordance with
the
nature and intended usage of the Premises. The liabilities
of
EQUIPOS and of OPTRON, in each case, shall be ruled by the
following provisions: ll.l.A. Each of-EQUIPOS or OPTRON,
respectively, shall be liable for damages to the Premises
caused
by their own fault or negligence, or that of their
agents,
employees or visitors, except for losses commonly
insurable by fire insurance with extended coverage endorsement.
ll.l.B.
If the Premises are damaged or destroyed by any act of
God or
force majeure, upon OPTRON's written request, EQUIPOS
shall
have the option to restore the Premises
10
- with the insurance proceeds referred to below and put
them in
proper condition within 6 (six) months for
OPTRON
to use for the purposes agreed on in this
contract. However, if EQUIPOS elects not the rebuild,
this
lease shall terminate without any further
responsibility to the parties.
ll.l.C.
If the damage is attributable to the fault or
misconduct of OPTRON, or its agents, employees or
visitors, OPTRON shall be liable to EQUIPOS for all
damages
caused to the Premises and shall indemnify
EQUIPOS
for all cost to leave the Premises as they were
before
the damage occurred.
ll.x.X.
The responsibilities of the parties referred to in
the
foregoing paragraphs of this clause shall be subject to
the
provisions of Clause Twelve of this contract.
SECTIoN 12
INSURANCE 12.1. The LESSEE agrees to obtain and pay
for, as
long as this Agreement is in full force, or allow
the
LESSOR to obtain them and LESSEE shall pay all costs
thereof,
the following insurance:
The
required insurance during the term of this lease
shall be
against any loss or damage by fire and against any
loss or
damage by lighting, explosion, hurricane and hail,
airplanes, vehicles and smoke, earthquake and/or volcanic
eruption, strikes, riots and vandalism and any other risks
now or
hereafter embraced by so called "Extended Coverage"
(including glass insurance), in
11
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Hundred Thousand and no/100
Doll ars) currency of the
United States of America for
prop erty damage.
12.2 .X.Xxxxxxxxx against
loss or damage by boiler (or
compressor), malfunction or
by i nternal explosion
by boiler (or compressor),
for any high pressure
boil er (or compressor)
installed in the Premises
whic h is part of the
Premises, in such limits as
EQUIPOS, from time to time,
reas onably requires.
12.2.C.Rental interruption
insurance which covers the
rental payments which the
LESS OR ceases to receive
