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LEASE AGREEMENT Exhibit 10.22
THIS AGREEMENT, made the 22nd day of September one thousand nine hundred and
ninety-two (1992), by and between XXXX X. XXXXXXXX (hereinafter called Lessor),
of the one part, and WASTE CONCEPTS, INC., a Pennsylvania corporation
(hereinafter called Lessee), of the other part.
WITNESSETH THAT: Lessor does hereby demise and let unto Lessee all that
certain lot or piece of ground with buildings and improvements erected
thereon known as 0000 XxXxxx Xxxxxx, Xxxx Xxxxxxxx Xxxxxxxx, Xxxxxxxxxx Xxxxxx,
XX, zoned R-O Residential - Office
in the County of Xxxxxxxxxx, State of Pennsylvania, to be used and occupied as
offices
for the term of two (2) years beginning the 1st day of July one thousand nine
hundred and ninety-two (1992), and ending the 30th day of June one thousand nine
hundred and ninety-four (1994), for the minimum annual rental of Thirty-Six
Thousand Dollars (Dollars) ($36,000.00), lawful money of the United States of
America, payable in monthly installments in advance during the said term of this
lease, or any renewal hereof, in sums of Three Thousand Dollars Dollars
($3,000.00) on the 1st day of each month, rent to begin from the 1st day of
July, 1992, the first installment to be paid at the time of signing this lease.
If Lessor is unable to give Lessee possession of the demised premises, as
herein provided, by reason of the holding over a previous occupant, or by reason
of any cause beyond the control of the Lessor, the Lessor shall not be liable
in damages to the Lessee therefor, and during the period that the Lessor is
unable to give possession, all rights and remedies of both parties hereunder
shall be suspended.
(a) Lessee agrees to pay as rent in addition to the minimum rental herein
reserved any and all sums which may become due by reason of the failure of
Lessee to comply with all the convenants of this lease and pay any and all
damages, costs and expenses which the Lessor may suffer or incur by reason of
any default of the Lessee or failure on his part to comply with the covenants of
this lease, and each of them, and also any and all damages of the demised
premises caused by any act or neglect of the Lessee.
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XXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX X XXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXX XXXXXXXXXXX XXXX XXXXXXXX XXXXXXX
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All rents shall be payable without prior notice or demand at the office of
Lessor in 000 Xxxxxx Xxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxx, XX 00000 or at such
other place as Lessor may from time to time designate by notice in writing.
Lessee convenants and agrees that he will without demand
(a) Pay the rent and all other charges herein reserved as rent on the days
and times and at the place that the same are made payable, without fail, and if
Lessor shall at any time or times accept said rent or rent charges after the
same shall have become due and payable, such acceptance shall not excuse delay
upon subsequent occasions, or constitute or be construed as a waiver of any of
Lessor's rights. Lessee agrees that any charge or payment herein reserved,
included or agreed to be treated or collected as rent and/or any other charges
or taxes, expenses, or costs herein agreed to be paid by the Lessee may be
proceeded for and recovered by the Lessor by distraint or other process in the
same manner as rent due and in arrears.
(b) Keep the demised premises clean and free from all ashes, dirt and other
refuse matter; replace all glass windows, doors, etc., broken; keep all waste
and drain pipes open; repair all damage to plumbing and to the premises in
general keep the same in good order and repair as they now are, reasonable wear
and tear and damage by accidental fire or other casualty not occurring through
negligence of Lessee has herein agreed to deep the same during the continuance
of this lease.
(c) Comply with any requirements of any of the constituted public
authorities, and with the terms of any State or Federal statue or local
ordinance or regulation applicable to Lessee or his use of the demised premises,
and save Lessor harmless from penalties, fines, costs or damages resulting from
failure to do so.
(d) Use every reasonable precaution against fire.
(e) Comply with rules and regulations of Lessor promulgated as hereinafter
provided.
(f) Peaceably deliver up surrender possession of the demised premises to
the Lessor at the expiration or sooner termination of this lease, promptly
delivering to Lessor at his office all keys for the demised
premises.
(g) Give to Lessor prompt written notice of any accident, fire, or damage
occurring on or to the demised premises.
(h) Lessee shall be responsible for the condition of the pavement, curb,
cellar doors, awnings and other erections in the pavement during the term of
this lease; shall keep the pavement free from snow and ice; and shall be and
hereby agrees that Lessee is solely liable for any accidents, due or alleged to
be due to their defective condition, or to any accumulations of snow and ice.
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XXXXXXX XXXXXXXX XXXXXXXXX XXXXXX XX XXXXXXXXXXXXXXXXXXXXXXXX XXXX XXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXX XXXXXXXXXXXXXXXX XXXXXXXXXX XXXXXXXXXXXXX
XXXXXXXX XXXXXXXX XXX XXXXXXXXX XXXXXXXXXXXXXXX
Lessee covenants and agrees that he will do none of the following things
without the consent in writing of Lessor first had and obtained:
(a) Occupy the demised premises in any other manner or for any other
purpose than as above set forth.
(b) Assign, mortgage or pledge this lease under-let or sub-lease the
demised premises, or any part thereof, or permit any other person, firm or
corporation to occupy the demised premises, or any part thereof; nor shall any
assignee or sub-lessee assign, mortgage or pledge this lease or such sub-lease,
without an additional written consent by the Lessor, and without such consent
no such assignment, mortgage or pledge shall be valid. If the Lessee
becomes embarrassed or insolvent, or makes an assignment for the benefit of
creditors, or if a petition in bankruptcy is filed by or against the Lessee or
a xxxx in equity or other proceeding for the appointment of a receiver for the
Lessee is filed, or if the real or personal property of the Lessee shall be sold
or leveled upon by any Sheriff, Xxxxxxxx or Constable, the same shall be a
violation of this covenant.
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(c) Place or allow to be placed any stand, booth, or show case upon the
doorsteps, vestibules or outside walls or pavements of said premises, or paint,
place, erect or cause to be painted, placed or erected any projection or device
on or in any part of the premises. Lessee shall remove any projection or device
painted, placed or erected if permission has been granted and restore the
walls, etc.,to their former conditions, at or prior to the expiration of this
lease. In case of the breach of this covenant (in addition to all other
remedies given to Lessor in case of breach of any conditions or covenants
of this lease). Lessor shall have the privilege of removing said
stand, booth, show case, projection or device, and restoring said walls, etc.,
to their former condition, and Lessee, at Lessor's option, shall be liable to
Lessor for any and all expenses so incurred by Lessor.
(d) Make any alterations, improvements, or additions to the demised
premises. All alterations, improvements, additions or fixtures, whether
installed before or after the execution of this lease, shall remain upon the
premises at the expiration or sooner determination of this lease and become the
property of Lessor, unless Lessor shall, prior to the determination of this
lease, have given written notice to Lessee to remove the same, in which event
Lessee will remove such alterations, improvements and additions and restore the
premises to the same good order and condition in which they now are. Should
Lessee fail so to do, Lessor may do so, collecting, at Lessor's option, the
cost and expense thereof from Lessee as additional rent.
(e) Use or operate any machinery that, in Lessor's opinion, is harmful to
the building or disturbing to other tenants occupying other parts thereof.
(f) Place any weights in any portion of the demised premises beyond the
safe carrying capacity of the structure.
(g) Do or suffer to be done, any act, matter or thing objectionable to the
fire insurance companies whereby the fire insurance or any other insurance now
in force or hereafter to be placed on the demised premises, or any part thereof,
or on the building of which the demised premise may be a part, shall become void
or suspended, or whereby the same shall be rated as a more hazardous risk than
at the date of execution of this lease, or employ any person or persons
objectionable to the fire insurance companies or carry or have any benzine or
explosive matter of any kind in and about the demised premises. In case of a
breach of this covenant (in addition to all other remedies given to Lessor in
case of the breach of any of the conditions or covenants of this lease) Lessee
agrees to pay to Lessor as additional rent any and all increase or increases of
premiums on insurance carried by Lessor on the demised premises, or any part
thereof, or on the building of which the demised premises may be a part, caused
in any way by the occupancy of Lessee.
(h) Remove, attempt to remove or manifest an intention to remove Lessee's
goods or property from or out of the demised premises otherwise than in the
ordinary and usual course of business, without having first paid and satisfied
Lessor for all rent which may become due during the entire term of this lease.
(i) Vacate or desert said premises during the term of this lease, or permit
the same to be empty and unoccupied.
Lessee covenants and agrees that Lessor shall have the right to do the
following things and matters in and about the demised premises:
(a) At all reasonable times by himself or his duly authorized agents to go
upon and inspect the demised premises and every part thereof, and/or at his
option to make repairs, alterations and additions to the demised premises or the
building of which the demised premises is a part.
(b) At any time or times and from time to time to make such rules and
regulations as in his judgment may from time to time be necessary for the
safety, care and cleanliness of the premises, and for the preservation of good
order therein. Such rules and regulations shall, when noticed thereof is given
to Lessee, form a part of this lease.
(c) To display a "For Sale" sign at any time, and also, after notice from
either party of intention to determine this lease, or at any time within three
months prior to the expiration of this lease, a "For Rent" sign, or both "For
Rent" and "For Sale" signs; and all of said signs shall be placed upon such
part of the premises as Lessor may elect and may contain such matter as Lessor
shall require. Prospective purchasers or tenants authorized by Lessor may
inspect the premises at reasonable hours at any time.
(d) The Lessor may discontinue all facilities furnished and services
rendered, or any of them, by Lessor, not expressly covenanted for herein, it
being understood that they constitute no part of the consideration for this
lease.
(a) Lessee agrees to be responsible for and to relieve and hereby relieves
the Lessor from all liability by reason of any injury or damage to any person or
property in the demised premises, whether belonging to the Lessee or any other
person, caused by any fire, breakage or leakage in any part or portion of the
demised premises, or any part or portion of the building of which the demised
premises is a part, or from water, rain or snow that may leak into, issue or
flow from any part of the said premises, or of the building of which the demised
premises is a part, or from the drains, pipes, or plumbing work of the same, or
from any place or quarter, whether such breakage, leakage, injury or damage be
caused by or result from the negligence of Lessor or his servants or agents or
any person or persons whatsoever.
(b) Lessee also agrees to be responsible for and to relieve and hereby
relieves Lessor from all liability by reason of any damage or injury to any
person or thing which may arise from or be due to the use, misuse or abuse of
all or any of the elevators, hatches, openings, stairways, hallways, of any kind
whatsoever which may exist or hereafter be erected or constructed on the said
premises, or from any kind of injury which may arise from any other cause
whatsoever on the said premises or the building of which the demised premises
is a part, whether such damage, injury, use, misuse or abuse be caused by or
result from the negligence of Lessor, his servants or agents or any other person
or persons whatsoever.
(a) In the event that the demised premises is totally destroyed or so
damaged by fire or other casualty not occurring through fault or negligence of
the Lessee or those employed by or acting for him, that the same cannot be
repaired or restored within a reasonable time, this lease shall absolutely cease
and determine, and the rent shall xxxxx for the balance of the term.
(b) If the damage caused as above be only partial and such that the
premises can be restored to their then condition within a reasonable time, the
Lessor may, at his option, restore the same with reasonable promptness,
reserving the right to enter upon the demised premises for that purpose. The
Lessor also reserves the right to enter upon the demised premises whenever
necessary to repair damage caused by fire or other casualty to the building of
which the demised premises is a part, even though the effect of such entry be to
render the demised premises or a part thereof untenantable. In either event the
rent shall be apportioned and suspended during the time the Lessor is in
possession, taking into account the proportion of the demised premises rendered
untenantable and the duration of the Lessor's possession. If a dispute arises
as to the amount of rent due under this clause, Lessee agrees to pay the full
amount claimed by Lessor. Lessee shall, however, have the right to proceed by
law to recover the excess payment, if any.
(c) Lessor shall make such election to repair the premises or terminate
this lease by giving notice thereof to Lessee at the leased premises within
thirty days from the day Lessor received notice that the demised premises had
been destroyed or damaged by fire or other casualty.
(d) Lessor shall not be liable for any damage, compensation or claim by
reason of inconvenience or annoyance arising from the necessity of repairing any
portion of the building, the interruption in the use of the premises, or the
termination of this lease by reason of the destruction of the premises.
(e) The Lessor has let the demised premises in their present condition and
without any representations on the part of the Lessor, his officers, employees,
servants and/or agents. It is understood and agreed that Lessor is under no
duty to make repairs or alterations at the time of letting or at any time
thereafter.
(f) It is understood and agreed that the Lessor hereof does not warrant or
undertake that the Lessee shall be able to obtain a permit under any Zoning
Ordinance or Regulation for such use as Lessee intends to make of the said
premises, and nothing in this lease contained shall obligate the Lessor to
assist Lessee in obtaining said permits, the Lessee further agrees that in the
event a permit cannot be obtained by Lessee under any Zoning Ordinance or
Regulation, this lease shall not terminate without Lessor's consent, and the
Lessee shall use the premises only in a manner permitted under such Zoning
Ordinance or Regulation.
(a) No contact entered into or that may be subsequently entered into by
Lessor with Lessee, relative to any alterations, additions, improvements or
repairs, nor the failure of Lessor to make such alterations, additions,
improvements or repairs as required by any such contract, nor the making by
Lessor or his agents or contractors of such alterations, additions,
improvements or repairs shall in any way affect the payment of the rent or said
other charges at the time specified in this lease.
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(c) It is hereby covenanted and agreed, any law, usage or custom to the
contrary notwithstanding, that Lessor shall have the right at all times to
enforce the covenants and provisions of this lease in strict accordance with the
terms hereof, notwithstanding any conduct or custom on the part of the Lessor in
refraining from so doing at any time or times; and, further, that the failure of
Lessor at any time or times to enforce his rights under said covenants and
provisions strictly in accordance with the same shall not be construed as having
created a custom in any way or manner ordinary to the specific terms, provisions
and covenants of this lease or as having in any way or manner modified the
same.
(d) This lease is granted upon the express condition that Lessee and/or the
occupants of the premises herein leased, shall not conduct themselves in a
manner which the Lessor in his sole opinion may deem improper or objectionable,
and that if at any time during the term of this lease or any extension or
continuation thereof, Lessee or any occupier of the said premises shall have
conducted himself, herself or themselves in a manner which Lessor in his sole
opinion deems improper or objectionable. Lessee shall be taken to have broken
the covenants and conditions of this lease, and Lessor will be entitled to all
of the rights and remedies granted and reserved herein for the Lessee's failure
to observe any of the covenants and conditions of this lease.
(e) In the event of the failure of Lessee promptly to perform the covenants
of Section 8(b) hereof, Lessor may go upon the demised premises and perform such
covenants, the cost thereof, at the sole option of Lessor, to be charged to
Lessee as additional and delinquent rent.
If the Lessee
(a) Does not pay in full when due any and all installments of rent and/or
any other charge or payment herein reserved, included, or agreed to be treated
or collected as rent and/or any other charge, expense, or cost herein agreed to
be paid by the Lessee, or
(b) Violates or fails to perform or otherwise breaks any covenant or
agreement herein contained; or
(c) Vacates the demised premises or removes or attempts to remove or
manifests an intention to remove any goods or property therefrom otherwise than
in the ordinary and usual course of business without having first paid and
satisfied the Lessor in full for all rent and other charges then due or that may
thereafter become due until the expiration of the then current term, above
mentioned; or
(d) Becomes embarrassed or insolvent, or makes an assignment for the
benefit of creditors, or if a petition in bankruptcy is filed by or against the
Lessee, or a xxxx in equity or other proceeding for the appointment of a
receiver for the Lessee is filed, or if proceedings for reorganization or for
composition with creditors under any State or Federal law be instituted by or
against Lessee, or if the real or personal property of the Lessee shall be sold
or levied upon by any Sheriff, Xxxxxxxx or Constable;---------------------------
then and in any or either of said events, there shall be deemed to be a
breach of this lease, and thereupon ipso facto and without entry or other
action by Lessor:
(1) The rent for the entire unexpired balance of the term of the lease, as
well as all other charges, payments, costs and expenses herein agreed to be paid
by the Lessee, or at the option of Lessor any part thereof, and also all costs
and officers, commissions including watchmen's wages and further including the
five percent chargeable by Act of Assembly to the Lessor, shall, in addition to
any and all installments of rent already due and payable and in arrears and/or
any other charge or payment herein reserved, included or agreed to be treated or
collected as rent, and/or any other charge, expense or cost herein agreed to be
paid by the Lessee which may be due and payable and in arrears, be taken to be
due and payable and in arrears as if by the terms and provisions of this lease,
the whole balance of unpaid rent and other charges, payments, taxes, costs and
expenses were on that date payable in advance, and if this lease or any part
thereof is assigned, or if the premises or any part thereof is sub-let, Lessee
hereby irrevocably constitutes and appoints Lessor Lessee's agent to collect
the rents due by such assignee or sub-lease and apply the same to the rent due
hereunder without in any way affecting Lessee's obligation to pay any unpaid
balance of rent due hereunder;
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(2) This lease and the term hereby created shall determine and become
absolutely void without any right on the part of the Lessee to save the
forfeiture by payment of any sum due or by other performance of any condition,
terms or covenant broken, whereupon, Lessor shall be entitled to recover damages
for such breach in an amount equal to the amount of rent reserved for the
balance of the term of this lease, less the fair value of the said demised
premises, for the residue of said term.
In the event of any default as above set forth in Section 14, the Lessor,
or anyone acting on Lessor's behalf, at Lessor's option:
(a) May without notice or demand enter the demised premises, breaking open
locked doors if necessary to affect entrances, without liability to action for
prosecution or damages for such entry or for the manner thereof, for the purpose
of distraining or levying and for any other purposes, and take possession of and
sell all goods and chattels at auction, on three days' notice served in person
on the Lessee or left on the premises, and pay the said Lessor out of the
proceeds, and even if the rent be not due and unpaid, should the Lessee at any
time remove or attempt to remove goods and chattels from the premises without
leaving enough thereon to meet the next periodical payment, Lessor authorizes
the Lessor to follow for a period of ninety days after such removal, take
possession of and sell at auction, upon like notice, sufficient of such goods to
meet the proportion of rent accrued at the time of such removal; and the Lessee
hereby releases and discharges the Lessor, and his agents, from all claims,
actions, suits, damages, and penalties, for or by reason or on account of any
entry, distraint, levy, appraisement or sale: and/or
(b) May enter the premises, and without demand proceed by distress and sale
of the goods there found to levy the rent and/or other charges herein payable as
rent, and all costs and officers' commissions, including watchmen's wages and
sums chargeable to Lessor, and further including a sum equal to 5% of the amount
of the levy as commissions to the constable or other person making the levy,
shall be paid by the Lessee, and in such case all costs, officers' commission
and other charges shall immediately attach and become part of the claim of
Lessor for rent, and any tender of rent without said costs, commission and
charges made after the issue of a warrant of distress shall not be sufficient to
satisfy the claim of the Lessor, Lessee hereby expressly waives in favor of
Lessor the benefit of all laws now made or which may hereafter be made regarding
any limitation as to the goods upon which, or the time within which, distress is
to be made after removal of goods, and further relieves the Lessor of the
obligations of proving or identifying such goods, it being the purpose and
intent of this provision that all goods of Lessee, whether upon the demised
premises or not, shall be liable to distress for rent. Lessee waives in favor
of Lessor all rights under the Act of Assembly of April 6, 1951, P.L. 69, and
all supplements and amendments thereto that have been or may hereafter be
passed, and authorizes the sale of any goods distrained for rent at any time
after five days from said distraint without any appraisement and/or condemnation
thereof.
(c) The Lessee further waives the right to issue a Writ of Replevin under
the Pennsylvania Rules of Civil Procedure, No. 1071 Act and Laws of the
Commonwealth of Pennsylvania, or under any other law previously enacted and now
in force, of which may be hereafter enacted, for the recovery of any articles,
household goods, furniture, etc., seized under a distress for rent or levy upon
an execution for rent, damages or otherwise; all waivers hereinbefore mentioned
are hereby extended to apply to any such actions and/or
(d) May lease said premises or any part or parts thereof to such person or
persons as may in Lessor's discretion seen best and the Lessee shall be liable
for any loss of rent for the balance of the then current term.
If rent and/or any charges hereby reserved as rent shall remain unpaid on
any day when the same ought to be paid, Lessee hereby empowers any Prothonotary,
Clerk of Court or attorney of any Court of Record to appear for Lessee in any
and all actions which may be brought for rent and/or the charges, payments,
costs and expenses, and in said rules or in said amicable action or actions to
confess judgment against Leesee for all or any part of the rent specified in
this lease and then unpaid including, at Lessor's option, the rent for the
entire unexpired balance of the term of this lease, and/or other charges,
payments, costs and expenses reserved as rent, or agreed to be paid by the
Lessee and/or to sign for Lessor an agreement for entering in any competent
Court and amicable action or actions for the recovery of rent or other charges,
payments, costs and expenses reserved as rent or agreed to be paid by the
Lessee, and for interact and costs together with any attorney's commission of
5%. Such authority shall not be exhausted by one exercise thereof, but
judgment may be confessed as aforesaid from time to time as often as any of said
rent and/or other charges, payments, costs and expenses, reserved as rent shall
fall due or be in arrears, and such powers may be exercised as well after the
expiration of the original term and/or during any extension or renewal of this
lease.
When this lease shall be determined by condition broken, either during the
original term of this lease or any renewal or extension thereof, and also when
and as soon as the term hereby created or any extension thereof shall have
expired, it shall be lawful of any attorney as attorney for Lessee to file an
agreement for entering in any competent Court an amicable action and judgment in
ejectment against Lessee and all persons claiming under Lessor for the recovery
by Lessor of possession of the herein demised premises, for which this lease
shall be his sufficient warrant, whereupon, if Lessor so declares, a writ of
Execution or of Possession may issue forthwith, without any prior writ or
proceedings whatsoever, and provided that if for any reason after such action
shall have been commenced the same shall be determined and the possession of the
premises hereby demised remain in or be restored to Lessee, Lessor shall have
the right upon any subsequent default or defaults, or upon the termination of
this lease as hereinbefore set forth, to bring one of more amicable action or
actions as hereinbefore set forth to recover possession of the said premises.
In any amicable action of ejectment and/or for rent in arrears, Lessor
shall first cause to be filed in such action an affidavit made by him or someone
acting for him setting forth the facts necessary to authorize the entry of
judgment, of which facts such affidavit shall be conclusive evidence and if a
true copy of this lease (and of the truth of the copy such affidavit shall be
sufficient evidence) be filed in such action, it shall not be necessary to file
the original as a warrant of attorney, any rule of Court, custom or practice to
the contrary notwithstanding.
Lessor expressly agrees that any judgment, order or decree entered against
him by or in any Court or Magistrate by virtue of the powers of attorney
contained in this lease, or otherwise, shall be final, and that he will not take
an appeal, certiorari, writ of error, exception or objection to the same, or
file a motion or rule to strike off or open or to stay execution of the same,
and releases to Lessor and to any and all attorneys who may appear for Lessee
all errors in the said proceedings, and all liability therefor, Lessee expressly
waives the benefits of all laws, now or hereafter in force, exempting any goods
on the demised premises, or elsewhere from distraint, levy or sale in any legal
proceedings taken by the Lessor to enforce any rights under the lease. Lessee
further waives the right of inquisition on any real estate that may be levied
upon to collect any amount which may become due under the terms and conditions
of this lease, and does hereby voluntarily condemn the same and authorizes the
Prohonotary or Clerk of Court to issue a Writ of Execution or other process upon
Lessee's voluntary condemnation, and further agrees that the said real estate
may be sold on a Writ of Execution or other process. If proceedings shall be
commenced by Lessor to recover possession under the Acts of Assembly, either at
the end of the term or sooner termination of this lease, or for nonpayment of
rent or any other reason Lessee specifically waives the right to the three
months' notice and/or the fifteen or thirty days' notice required by the Act of
April 6, 1951, P.L. 69, and agrees that five days' notice shall be sufficient in
either or any other case.
The right to enter judgment against Lessee and to enforce all of the other
provisions of this lease hereinabove provided for may, at the option of any
assignee of this lease, be exercised by any assignee of this Lessor's right,
title and interest in this lease in his, her or their own name, notwithstanding
the fact that any or all assignments of the said right, title and interest may
not be executed and/or witnessed in accordance with the Act of Assembly of May
28, 1715, I Sm. L. 90, and all supplements and amendments thereto that have been
or may hereafter be passed and Lessee hereby expressly waives the requirements
of said Act of Assembly and any and all laws regulating the manner and/or form
in which such assignments shall be executed and witnessed.
All of the remedies hereinbefore given to Lessor and all rights and
remedies given to him by law and equity shall be cumulative and concurrent. No
determination of this lease or the taking or recovering of the premises shall
deprive Lessor of any of his remedies or actions against the Lessee for rent due
at the time or which, under the terms hereof, would in the future become due as
if there had been no determination, or for any and all sums due at the time or
which, under the terms hereof, would in the future become due as if there had
been no determination, nor shall the bringing of any action for rent or breach
of covenant, or the resort to any other remedy herein provided for the recovery
of rent be construed as a waiver of the right to obtain possession of the
premises.
In the event that the premises demised or any part thereof is taken or
condemned for a public or quasi-public use, this lease shall, as to the part so
taken, terminate as of the date title shall vest in the condemnor, and rent
shall xxxxx in proportion to the square feet of leased space taken or condemned
or shall cease if the entire premises be so taken. In either event the Lessee
waives all claims against the Lessor by reason of the complete or partial taking
of the demised premises, and it is agreed that the Lessee shall not be entitled
to any notice whatsoever of the partial or complete termination of this lease by
reason of the aforesaid.
This Agreement of Lease and all its terms, covenants and provisions are and
each of them is subject and subordinate to any lease or other arrangement or
right to possession, under which the Lessor is in control of the demised
premises, to the rights of the owner or owner's of the demised premises and of
the land or buildings of which the demised premises are a part, to all rights of
the Lessor's landlord and to any and all mortgages and other encumbrances now or
hereafter placed upon the demised premises or upon the land and/or the buildings
containing the same; and Lessees expressly agrees that if Lessor's tenancy,
control, or right to possession shall terminate either by expiration, forfeiture
or otherwise, then this lease shall thereupon immediately terminate and the
Lessee shall, thereupon, give immediate possession, and Lessee hereby waives any
and all claims for damages or otherwise by reason of such termination as
aforesaid.
It is hereby mutually agreed that either party hereto may terminate this
lease at the end of said term by giving to the other party written notice
thereof at least ninety (90) prior thereto, but in default of such notice, this
lease shall continue upon the same terms and conditions in force immediately
prior to the expiration of the term hereof as are herein contained for a further
period of one month and so on from month to month unless or until terminated by
either party hereto, giving the other 90 days written notice for removal
previous to expiration of the then current term; PROVIDED, however, that should
this lease be continued for a further period under the terms hereinabove
mentioned, any allowances given Lessee on the rent during the original term
shall not extend beyond such intention to change the terms and conditions of
this lease, and Lessee shall not within 30 days from such notice notify Lessor
of Lessee's intention to vacate the demised premises at the end of the then
current term, Lessee shall be considered as Lessee under the terms and
conditions mentioned in such notice for a further term as above provided, or for
such further term as may be stated in such notice. In the event that Lessee
shall give notice, as refuse so to vacate the same on the date designated by
such notice, then it is expressly agreed that Lessor shall have the option
either (a) to disregard the notice so given as having no affect, in which case
all the terms and conditions of this lease shall continue thereafter with full
force precisely as if such notice had not been given, or (b) Lessor may, at any
time within thirty days after the present term or any renewal or extension
thereof, as aforesaid, give the said Lessee ten days' written notice of his
intention to terminate the said lease; whereupon the Lessee expressly agrees to
vacate said premises at the expiration of the said period of ten days specified
in said notice. All powers granted to Lessor by this lease may be exercised and
all obligations imposed upon Lessee by this lease shall be performed by Lessee
as well during any extension of this original term of this lease as during the
original term itself.
All notices required to be given by Lessor to Lessee shall be sufficiently
given by leaving the same upon the demised premises, but notices given by
Lessee to Lessor must be given by registered mail, and as against Lessor the
only admissible evidence that notice has been given by Lessee shall be a
registry return receipt signed by Lessor or his agent.
It is expressly understood and agreed by and between the parties hereto
that this lease and the riders attached hereto and forming a part hereof set
forth all the promises, agreements, conditions and understandings between Lessor
or his Agent and Lessee relative to the demised premises, and that there are no
promises, agreements, conditions or understandings, either oral or written,
between them other than are herein set forth. It is further understood and
agreed that, except, as herein otherwise provided, no subsequent alteration,
amendment, change or addition to this lease shall be binding upon Lessor or
Lessee unless reduced to writing and signed by them.
**subject to the terms of the Addendum attached hereto and the Lessee's option
to renew the Lease for a term of three (3) years as set forth therein
4
ADDENDUM TO LEASE AGREEMENT DATED ,1992
BY AND BETWEEN XXXX X. XXXXXXXX, LESSOR, AND
WASTE CONCEPTS, INC., A PA CORPORATION, LESSEE,
RE: 0000 XxXXXX XXXXXX, XXXX XXXXXXXX XXX., XXXXXXXXXX XX., XX
----------------------------------------------------------------
With intent to be legally bound hereby, the parties hereto do agree that
the following terms and conditions are made part of the aforementioned Lease in
like manner as if they were directly set forth therein;
31. In the event of any inconsistency between the terms of this Addendum
and the terms of the preprinted Lease Agreement (Uniform Lease No. 50, revised
June, 1970), the terms of this Addendum shall control.
32. Lessee shall pay as additional rent all charges for utilities and
services used or consumed in or supplied to the demised premises including,
but not limited to, electric, gas, heating oil and water and sewer. Lessee
shall make all such payments directly to the authority or company providing
such service. Lessee shall make its own arrangements for such utilities.
Lessor shall be under no obligation to furnish any utilities to the demised
premises.
33. Lessee shall be responsible for all repairs and maintenance to the
demised premises including, but not limited to, landscaping, lawn care, snow
removal, structural and nonstructural repairs, trash removal and janitorial
services, provided, however, that Lessor shall be responsible for structural
repairs to the exterior walls and structural columns at the demised premises;
provided further that Lessee shall give Lessor notice of the necessity for such
structural repairs and provided further that the necessity for such structural
repairs shall not arise from nor be caused by the negligence or willful acts of
Lessee, its agents, officers, employees, licensees, invitees or contractors.
34. Lessee shall make no alterations, improvements or changes to the
demised premises without the Lessor's prior written consent. Lessor reserves
the right to condition such consent on, among other things, receipt, review and
approval by Lessor of all Plans and specifications relating thereto. Lessee
shall also submit on request completed As-Built Plans and specifications to the
Lessor upon completion of any such alteration, improvement or change.
5
35. Lessee shall be solely responsible for all costs (including, but not
limited to, plans, engineering, construction, remodeling, architectural fees,
building permits, sewer permits, licenses, use and occupancy permits, land
development approval and all other permits or work required by any governmental
authority) incurred in connection with use of the demised premises as offices,
and Lessee shall be solely responsible for obtaining any and all such approvals
and permits in order to use the demised premises for offices.
36. (a) Lessee, at its expense, shall maintain during the term of this
Lease comprehensive general liability insurance and property damage insurance
under policies issued by insurers of recognized responsibility having a
combined single limit for any one occurrence of not less than $1,000,000.00
for personal injury, bodily injury, death, disease and damage or injury to or
destruction of property (including this loss of use) occurring upon, in or
about the demised premises and for contractual liability assumed under this
Lease. Lessee shall also maintain such other insurance in form and amounts as
Lessor may reasonably require.
(b) Lessee, at its expense, shall maintain all risk insurance in form
and amount satisfactory to Lessor on Lessee's fixtures, furnishings, wall
coverings, carpeting, drapes, equipment and all other items of personal
property of Lessee located on or within the demised premises.
(c) Such policies shall name Lessor as additional insured and shall
provide that Lessor shall receive thirty (30) days' prior written notice of any
proposed cancellation, non-renewal of or material change in any such policy.
Original certified policies or certificates as Lessee shall elect of all such
policies shall be obtained by Lessee and provided to Lessor.
(d) Lessee shall not obtain any insurance through policies written
on a claims-made basis without Lessor's prior written consent, which consent
may be conditioned upon any requirements which Lessor may impose.
37. Any security system installed in the demised premises by Lessor on
behalf of Lessee shall remain a part of the demised premises and shall be
turned over to Lessor, including any keys and/or
-2-
6
combinations, without any cost to Lessor upon termination of this Lease or
Lessee's default hereunder.
38. Lessee shall have the right to erect and maintain signs on the demised
premises, provided that said signs shall comply with all applicable ordinances
and regulations of the public authorities having jurisdiction. Prior to
installation of any exterior signs, the Lessee shall submit a sketch plan
indicating the size, color, type and location of each sign to the Lessor for her
approval, which approval shall not be unreasonably withheld.
39. The subject premises is being leased in "AS IS" condition, and
the Lessee accepts the responsibility for any renovations, alterations,
improvements and decorating that Lessee may require in Lessee's use of the
demised premises for offices.
40. The demised premises shall be finished by Lessor in the following
(a) Lessor shall install a central airconditioning system which shall
be operational prior to the commencement date of this Lease.
(b) Lessor shall install a paved parking area consisting of 7
parking spaces and accessways as shown on the Plan attached hereto as
Exhibit "B".
(c) The existing electrical system shall be completely overhauled,
upgraded and made operational to serve Lessee's needs.
(d) All other work on the interior or exterior of the demised
premises including, but not limited to, any special plumbing, partitions, floor
coverings, and decorating shall be the responsibility of Lessee. Before Lessee
undertakes to perform any such work, Lessee shall submit plans and
specifications to Lessor for Lessor's approval, which shall be granted or
denied by the Lessor within fifteen (15) days. All work done by Lessee shall
be completed with materials of equal or better quality as presently exists and
in good and workmanlike manner.
41. In consideration of the payment by Lessee to Lessor of the sum of
Five Hundred ($500.00) Dollars payable upon Lessor's execution of this Lease,
Lessor grants to Lessee an option (the "Option")
- 3 -
7
to purchase the demised premises for the price and upon the terms and
conditions set forth as follows:
(a) The Option hereby granted shall end and expire on July 1, 1994
(the "Option Period"), time being of the absolute essence of this Option. If
Lessee fails to exercise the Option in the manner proscribed herein and to
complete settlement under the Agreement of Sale before the expiration of the
Option Period, then the Option shall expire and be of no further force and
effect.
(b) The Option shall be exercised as follows: Lessee shall execute
and date the Agreement of Sale attached hereto as Exhibit "A" and shall deliver
said Agreement to Lessor, said Agreement to be executed and delivered prior to
the expiration of the Option Period.
(c) In the event Lessee exercises the Option, the terms and conditions
of the Agreement of Sale attached hereto as Exhibit "A" shall apply and shall on
the date the Option is exercised become and constitute the Agreement of the
Lessor to sell and the Lessee to purchase the demised Premises.
42. Lessee shall have the right to renew this Lease for one (1) additional
term of three (3) years (the "Renewal Term") commencing on the day following the
end of the initial two (2) year term (the "Initial Term") hereof on the same
terms and conditions as are in effect immediately prior to the expiration of the
Initial Term except for the adjustment of the minimum rent as hereinafter set
forth, and further provided that:
(a) Lessee shall give Lessor a written notice of Lessee's election to
renew for the Renewal Term at least three (3) months prior to the expiration of
the Initial Term; and
(b) Lessee shall not be in default as of the date of the giving of
such notice of election to renew or as of the commencement date of the Renewal
Term; and
(c) The minimum rent during the Renewal Term shall be the greater of
(1) Three Thousand ($3,000.00) Dollars per month or (2) Three Thousand
($3,000.00) Dollars per month plus an additional sum equal to the amount
necessary to compensate Lessor for Lessor's inability to use the lifetime One
Hundred Twenty-Five Thousand
-4-
8
($125,000.00) Dollar capital gains exclusion under the Internal Revenue Code
for the sale of Lessor's primary residence on or before June 30, 1994, pro
rated monthly over the Renewal Term; and
(d) If Lessee does not exercise the Option and purchase the demised
premises on or before June 30, 1994 and does not exercise the option to renew
the Lease for the Renewal Term, Lessee shall pay to Lessor as liquidated
damages and not as a penalty the sum necessary to compensate Lessor for
Lessor's inability to use the life-time One Hundred Twenty-Five Thousand
($125,000.00) Dollar capital gains exclusion under the Internal Revenue Code
for the sale of Lessor's primary residence on or before June 30, 1994, which
sum shall be held in an interest bearing escrow account by Xxxxxxx X. XxXxxxxx
C.P.A. (the "Escrow Agent") (interest to follow principal) for a period of six
(6) months or until the demised premises are sold, whichever first occurs.
If the demised premises are sold and settled within six (6) months, the
escrow funds shall be distributed by the Escrow Agent as follows:
(1) Lessee shall receive an amount equal to thirty percent
(30%) of the amount by which the purchase price of the demised premises exceeds
Four Hundred Thousand ($400,000.00) Dollars, up to the full amount of the
escrow account.
(2) The balance, if any, shall be paid to Lessor.
If the demised premises are not sold and settled within six (6) months, the
Escrow Agent shall pay the escrow funds to the Lessor.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have hereunto set their hands and seals this 22nd day of September,
1992.
WITNESS: LESSOR:
/s/Xxxx X. Xxxxxxxx
--------------------------------------- -----------------------------------
XXXX X. XXXXXXXX
LESSEE:
WASTE CONCEPTS, INC.
ATTEST:
/s/ [ILLEGIBLE], V. Pres.
--------------------------------------- By: [ILLEGIBLE], Pres.
--------------------------------
9
S & C 1969B Residential
(Rev. 7-90)
AGREEMENT FOR THE SALE OF REAL ESTATE
COPYRIGHT PENNSYLVANIA ASSOCIATION OF REALTORS 1973
AGENT FOR THE SELLER SUBAGENT FOR SELLER
-------------------- -------------------
PA. LICENSED BROKER PA. LICENSED BROKER
THIS AGREEMENT, this day of A.D. 19
-------------- ---------------- ----------- ----
1. PRINCIPALS (1-78) Between XXXX X. XXXXXXX
--------------------------------------------------
----------------------------------------------------------------------------
(residing at Zip Code ) hereinafter called Seller,
------------------ -------
and WASTE CONCEPTS, INC., a Pennsylvania corporation
------------------------------------------------------------------------
---------------------------------------------------------------------------
(residing at Zip Code ) hereinafter called Buyer.
--------------- -------
2. PROPERTY (7-80) Seller hereby agrees to sell and convey to Buyer, who hereby
agrees to purchase;
ALL THAT CERTAIN lot or piece of ground with buildings and improvements
thereon erected, if any, known as:
0000 XxXxxx Xxxxxx
----------------------------------------------------------------------------
in the Township of East Norriton
------------------------------ ---------------- ------------------
County of Xxxxxxxxxx State of Pennsylvania Zip Code 19401
--------------------- ---------------- ----------
Zoning Classification R-O Residential - Office
------------------------------------------------------
Failure of this agreement to contain the zoning classification (except in
cases where the property (and each parcel thereof, if subdividable) is
zoned solely or primarily to permit single-family dwellings) shall render
this agreement voidable at the option of the Buyer, and if voided, any
deposits tendered by the Buyer shall be returned to the Buyer without any
requirement for class action.
3. TERMS (3-85)(A) Purchase Price Four Hundred Thousand
---------------------------------------------
---------------------------------------------------------------------Dollars
which shall be paid to the Seller by the Buyer as follows:
(B) Cash or check at signing this agreement: $
-------------- -----------
(C) Cash or check to be paid on or before 10 days from $ 20,000.00
--------------- -----------
(D) Seller's execution of this Agreement $
---------------------------------------------------- -----------
(E) Cash or certified check at time of settlement $380,000.00
------- -----------
TOTAL $400,000.00
-----------
(F) Written approval of Seller to be on or before: 10 days of Buyer's
--------------------
execution of this Agreement
-------------------------------------------------------------------
(G) Settlement to be made on or before: 60 days of Seller's execution
-------------------------------
of this Agreement but in no event later than June 30, 1994
-------------------------------------------------------------------
(H) Conveyance from Seller will be by fee simple deed of special
warranty.
(I) Payment of transfer taxes will be divided equally between Buyer
and Seller.
(J) The following shall be apportioned pro-rata as of and at time of
settlement; taxes as levied and assessed, rents, interest on
mortgage assumptions, condominium fees and homeowner association
fees, if any, water and sewer rents, if any, together with any
other lienable municipal services.
MORTGAGE CONTINGENCY (3-85) This sale is NOT contingent upon any mortgage
financing except as hereinafter provided.
SPECIAL CLAUSES
10
6. NOTICES & ASSESSMENTS (7-80)
(A) Seller represents as of the approval date of this agreement that no
public improvement, condominium or homeowner association assessments
have been made against the premises which remain unpaid and that no
notice by any government or public authority has been served upon the
Seller or anyone on the Seller's behalf, including notices relating to
violations of zoning, housing, building, safety or fire ordinances
which remain uncorrected unless otherwise specified herein.
(B) If required by law, Seller shall deliver to Buyer on or before
settlement, a certification from the appropriate municipal department
or departments disclosing notice of any uncorrected violation of
zoning, housing, building, safety or fire ordinances.
(C) Buyer is advised that access to a public road may require issuance of
a highway occupancy permit from the Department of Transportation.
(D) Seller will be responsible for any notice of improvements or
assessments received on or before the date of Seller's approval of
this agreement, unless improvements consist of sewer or water lines
not in use.
(E) Buyer will be responsible for any notice served upon Seller after the
approval date of this agreement and for the payment thereafter of
any public improvement, condominium or homeowner association
assessments.
7. TITLE AND COST (1-88)
(A) The premises are to be conveyed free and clear of all liens,
encumbrances, and easements, EXCEPTING HOWEVER, the following:
existing building restrictions, ordinances, easements of roads,
easements visible upon the ground, privileges or rights of public
service companies, if any; otherwise the title to the above
described real estate shall be good and marketable and such as will
be insured by a reputable Title Insurance Company at the regular
rates.
(B) In the event the Seller is unable to give a good and marketable title
and such as will be insured by a reputable Title Company, subject to
aforesaid, Buyer shall have the option of taking such title as the
Seller can give without abatement of price of being repaid all monies
paid by Buyer to the Seller on account of the purchase price and the
Seller will reimburse the Buyer for any costs incurred by the Buyer
for those items specified in paragraph 7(C) Items (1),(2),(3), and in
paragraph 7(D); and in the latter event there shall be no further
liability or obligation on either of the parties hereto and this
agreement shall become NULL AND VOID and all copies will be returned
to Seller's Agent for cancellation.
(C) The Buyer will pay for the following:
(1) The premium for mechanics lien insurance and/or title search,
or fee for cancellation of same, if any.
(2) The premiums for flood insurance and/or fire insurance with
extended coverage, insurance binder charges or cancellation
fee, if any.
(3) Appraisal fees and charges paid in advance to mortgagee if any.
(4) Buyer's normal settlement costs and accruals.
(D) Any survey or surveys which may be required by the Title Insurance
Company or the abstracting attorney, for the preparation of an
adequate legal description of the premises (or the correction
thereof), shall be accrued and paid for by the Seller. However, any
survey or surveys desired by the Buyer or required by his/her
mortgagee shall be accrued and paid for by the Buyer.
8. FIXTURES, TREES, SHRUBBERY, ETC.(1-81) All existing plumbing, heating and
lighting fixtures (including chandeliers) and systems appurtenant thereto
and forming a part thereof, and other permanent fixures, as well as all
ranges, laundry tubs, T.V. antennas, masts and rotor systems, together with
wall to wall carpeting, screens, storm sash and/or doors, shades, awnings,
venetian blinds, couplings for automatic washers and dryers, etc., radiator
covers, cornices, kitchen cabinets, drapery rods, drapery rod hardware,
curtain rods, curtain rod hardware, all trees, shrubbery, plantings now in
or on property, if any, unless specifically excepted in this agreement, are
included in the sale and purchase price. None of the above mentioned items
shall be removed by the Seller from the premises after the date of this
agreement. Any remaining heating and/or cooking fuels stored on the
premises at time of settlement are also included under this agreement.
Seller herby warrants that he will deliver good title to all of the articles
described in this paragraph, and any other fixtures or items of personalty
specifically scheduled and to be included in this sale.
9. DEPOSIT AND RECOVERY FUND (4-98) Deposits, regardless of the form of payment
and the person designated as payee, shall be paid to Agent for the Seller
who shall retain them in an escrow account until consummation or termination
of this Agreement in conformity with all applicable laws and regulations.
Agent for the Seller may, at his or her sole option, hold any uncashed
check tendered as deposit, pending the acceptance of this offer. Buyer and
Seller agree that, in the event the Agent and/or Subagent are/is joined in
litigation for the return of deposit monies, the Agent's and/or Subagent's
attorney fees and costs will be paid by the party joining the Agent or
Subagent.
A Real Estate Recovery Fund exists to reimburse any persons who have
obtained a final civil judgment against Pennsylvania real estate licensee
owing to fraud, misrepresentation, or deceit in a real estate transaction
and who have been unable to collect the judgment after exhausting all legal
and equitable remedies. For complete details about the Fund, call (717)
000- 0000.
10. POSSESSION AND TENDER (3-98)
(A) Possession is to be delivered by deed, keys and physical possession
to a vacant building (if any) broom clean, free of debris at day
and time of settlement, or by deed and assignment of existing lease(s)
at time of settlement if premises are tenant occupied at the signing
of this agreement, unless otherwise specified herein. Buyer will
acknowledge existing lease(s) by initialing said lease(s) at time of
signing of this agreement of sale if tenant occupied.
(B) Seller will not enter into any new leases, written extension of
existing leases, if any, or additional leases for the premises without
expressed written consent of the Buyer.
(C) Formal tender of an executed deed and purchase money is hereby waived.
(D) Buyer reserves the right to make a pre-settlement inspection of the
subject premises.
11. MAINTENANCE AND RISK OF LOSS (3-55)
(A) Seller shall maintain the property (including all items mentioned in
paragraph #8 herein) and any personal property specifically scheduled
herein in its present condition, normal wear and tear excepted.
(B) Seller shall bear risk of loss from fire or other casualties until
time of settlement In the event of damage to any property included
in this sale by fire or other casualties, not repaired or replaced
prior to settlement. Buyer shall have the option of rescinding this
agreement and receiving all monies paid on account or of accepting the
property in its then condition together with the proceeds of any
insurance recovery obtainable by Seller. Buyer is hereby notified
that he may insure his equitable interest in this property as of the
time of the acceptance of this agreement.
12. RECORDING (3-85) This agreement shall not be recorded in the Office for the
Recording of Deeds or in any other office or place of public record and if
Buyer causes or permits this agreement to be recorded, Seller may elect to
treat such act as a breach of this agreement.
13. ASSIGNMENT (3-85) This agreement shall be binding upon the parties, their
respective heirs, personal representatives, guardians and successors, and
to the extent assignable, on the assigns of the parties hereto, it being
expressly understood, however, that the Buyer shall not transfer or assign
this agreement without the written consent of the Seller.
14. DEFAULT-TIME OF THE ESSENCE (1-79) The said time for settlement and all
other times referred to for the performance of any of the obligations
of this agrement are hereby agreed to be of the essence of this agreement.
Should the Buyer:
(A) Fail to make any additional payments as specified in paragraph #3, or
(B) Furnish false or incomplete information to the Seller, the Seller's
Agent, or the mortgage lender, concerning the Buyer's legal or
financial status, or fail to cooperate in the processing of the
mortgage loan application, which acts would result in the failure to
obtain the approval of a mortgage loan commitment or
(C) Violate or fail to fulfill and perform any other terms or conditions
of this agreement,
then in such case, all deposit money and other sums paid by the Buyer on
account of the purchase price, whether required by this agreement or not,
may be retained by the Seller: (1) On account of the purchase, or (2) As
monies to be assigned to the Seller's damages, or (3) As liquidated damages
for such breach, as the Seller may elect and in the event that the Seller
elects to retain the monies as liquidated damages in accordance with
paragraph #14(3), the Seller shall be released from all liability or
obligations and this agreement shall be NULL AND VOID and all copies will
be returned to the Seller's Agent for cancellation.
15. AGENT(S)(3-85)It is expressly understood and agreed between the parties
that the named Agent, Broker, and any Subagent, Broker and their
salespeople, employees, officers and or partners, are Agent(s) for the
Seller, not the Buyer, however, the Agent(s) may perform services for the
Buyer in connection with financing, insurance and document preparation.
16. REPRESENTATIONS(3-85)It is understood that Buyer has inspected the
property, or hereby waives the right to do so and has agreed to purchase
it as a result of such inspection and not because of or in reliance upon
any representation made by the Seller or any other officer, partner or
employees of Seller, or by the Agent, Subagent, if any, of the Seller,
their salespeople and employees, officers and or partners.
The Buyer has agreed to purchase it in its present condition unless
specified herein. It is further understood that this agreement contains
the whole agreement between the Seller and the Buyer and there are no other
terms, obligations, covenants, representations, statements or conditions,
oral or otherwise of any kind whatsoever concerning this sale.
Furthermore, this agreement shall not be altered, amended, changed or
modified except in writing disputed by the parties.
APPROVAL BY BUYER BUYER (SEAL)
-----------------------
WITNESS AS
TO BUYER BUYER (SEAL)
---------------------------------- -----------------------
WITNESS AS
TO BUYER BUYER (SEAL)
---------------------------------- ------------------------
APPROVAL BY SELLER
Seller herby approves the above contract this day of A.D. 19
------- ------ ---
WITNESS AS
TO SELLER SELLER (SEAL)
---------------------------------- ------------------------
WITNESS AS
TO SELLER SELLER (SEAL)
---------------------------------- ------------------------
AGENT BY: SELLER (SEAL)
----------------------------------- -----------------------
TO: (Agent) Date 19
--------------------------------- ------------------------- ---
In conjunction with the purchase of the premises described in this agreement of
sale attached hereto, I/We hereby authorize your firm to perform the services
as indicated below by my/our inititals.
A. Order Title Insurance in any reputable
title insurance company (INITIALS)
------------------------------- ----------
B. Order Insurance in the amount of $ [ ] Homeowner
---------------------
[ ] Fire & Extended Coverage [ ] Flood (INITIALS)
----------
C. (INITIALS)
------------------------------------------------------- ----------
11
FILE
APM:fbg
May 16, 1994
292185.3
AMENDMENT TO LEASE AGREEMENT
----------------------------
THIS AMENDMENT TO LEASE AGREEMENT by and between CSR ASSOCIATES, a
Pennsylvania General Partnership ("Lessor"), with an address c/o Xxxxxx X.
Xxxxxxxx, Crompco Corporation, 000 Xxxxxx Xxxx, Xxxx Xxxx, XX 00000 and WASTE
CONCEPTS, INC., a Pennsylvania Corporation ("Lessee"), with an address of 0000
XxXxxx Xxxx, Xxxx Xxxxxxxx Xxxxxxxx, XX 00000
WITNESSETH:
-----------
WHEREAS, Lessee entered into a certain Lease Agreement (the "Lease
Agreement") with Xxxx X. Xxxxxxxx, as Lessor, dated September 22, 1992, for the
rental of certain real property located at 0000 Xxxxxx Xxxx, Xxxx Xxxxxxxx
Xxxxxxxx, Xxxxxxxxxxxx (the "Leased Premises");
WHEREAS, the Lessor purchased the Leased Premises from Xxxx X. Xxxxxxxx on
December 30, 1993;
WHEREAS, pursuant to an Addendum to the Lease Agreement dated September
22, 1992, ("Addendum") the Lessee has an option to purchase the Leased Premises
on or before June 30, 1994 ("Option Date");
WHEREAS, the Addendum further provides that the Lessee will pay a penalty
in the event that it does not exercise its option to purchase the Leased
Premises or on before the Option Date;
WHEREAS, the Lessor and Lessee have agreed to modify Lessee's option to
purchase the Leased Premises and to grant to Lessee the option to terminate the
Lease Agreement
12
in consideration for the Lessor's agreement to waive the penalty for failure to
exercise such option; and
WHEREAS, the Lessor and the Lessee desire to amend the Lease Agreement and
Addendum in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
together with other good and valuable consideration acknowledged to have been
exchanged and received, and with the foregoing recital paragraphs incorporated
herein by this reference, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. The term of the Lease Agreement shall be three (3) years commencing
on January 1, 1994. Notwithstanding the preceding sentence, Lessee shall have
the right to terminate this Lease Agreement at any time prior to the expiration
of the term thereof upon one hundred eighty (180) days prior written notice to
Lessor, provided that either (i) Lessor obtains a new tenant to lease the
Leased Premises for the balance of the term upon identical terms and conditions
as set forth in the Lease Agreement as amended, or (ii) Lessee obtains a new
tenant that shall be satisfactory to Lessor, at Lessor's sole discretion, to
lease the Leased Premises for the balance of the term upon identical terms and
conditions as set forth in the Lease Agreement, as amended.
2. The rent during the term of the Lease Agreement shall be THREE
THOUSAND ($3,000.00) DOLLARS per month payable on the first day of each month
effective as of January 1, 1994.
-2-
13
3. Paragraph 41 of the Addendum, granting the Lessee the option to
purchase the Leased Premises, is hereby deleted in its entirety and shall be
replaced with the following:
PURCHASE OPTION. The Lessee shall have the exclusive option to
purchase the Leased Premises at its Fair Market Value, as hereinafter
defined, during the term of this Lease ("Purchase Option"). The Purchase
Option is exercisable only on the first business day of each calendar year
commencing in 1995 by providing the Lessor written notice, sent by
certified mail, return receipt requested, and postmarked on the first
business day subsequent to the beginning of each calendar year. Once the
Purchase Option is exercised, the Fair Market Value shall be determined by
the Lessor and the Lessee selecting a mutually acceptable appraiser to
determine the Fair Market Value of the Leased Premises, whose determination
shall be conclusive and binding upon the Lessor and Lessee. The purchase
price for the Leased Premises shall be payable in full in certified or
other same day funds without any contingencies for financing or otherwise
at the closing, which shall be thirty (30) days subsequent to the exercise
of the Purchase Option. The parties shall further execute an Agreement of
Sale upon such terms and conditions that are mutually agreeable by the
parties, and which shall provide for marketable title insurable by a title
insurance company selected by the Lessee.
4. Subparagraph 42(c) of the Addendum, granting the Lessee the option to
renew the Lease Agreement, is hereby deleted in its entirety and amended to
read as follows:
The minimum rent during the Renewal Term shall be THREE THOUSAND
THREE HUNDRED ($3,300.00) DOLLARS per month.
5. Subparagraph 42(d) of the Addendum is hereby deleted in its entirety.
6. All of the remaining terms and conditions of the Lease Agreement and
the Addendum shall remain in full force and effect during the term of the Lease
Agreement and any renewals thereof.
7. Lessor hereby grants to Lessee the right of first refusal to acquire
the Leased Premises upon the terms and conditions set forth in this Paragraph
7. In the event that the Lessor receives a bona fide offer during the term of
this Agreement to purchase the Leased Premises (the "Offer"), the Lessor shall
give notice of the Offer to the Lessee by certified
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mail, return receipt requested. The Lessee shall then have thirty (30) days in
which to elect to acquire the Leased Premises upon terms and conditions
identical to those set forth in the Offer. The thirty day period shall commence
upon receipt of the Offer by the Lessee. If an election to purchase the Leased
Premises is made by the Lessee, written notice of such election must be mailed
to the Lessor by certified mail, return receipt requested, within the thirty
day period. Failure of the Lessee to accept the Offer in the manner provided
herein shall be deemed a rejection of the Offer. If the Lessee accepts the
Offer, it shall purchase the Leased Premises upon the same terms and conditions
as are set forth in the Offer. In the event that Lessee shall not exercise the
option to purchase the Leased Premises, the Lessor shall be free to dispose of
the Leased Premises pursuant to the terms of the Offer without the approval of
the Lessee.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
LESSEE:
ATTEST: WASTE CONCEPTS, INC.
By: /s/ [ILLEGIBLE]
-------------------------------- -----------------------------
(Asst.) Secretary President
LESSOR:
WITNESS: CSR ASSOCIATES
/s/ [ILLEGIBLE] By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------- -----------------------------------
Xxxxxx X. Xxxxxxxx, General Partner
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SECOND AMENDMENT TO LEASE AGREEMENT
-----------------------------------
This second amendment to Lease Agreement ("Second Amendment") is made by
and between CSR Associates, a Pennsylvania General Partnership ("Lessor"), with
an address of c/o Xxxxxx X. Xxxxxxxx, Crompco Corporation, 000 Xxxxxx Xxxx,
Xxxx Xxxx, Xxxxxxxxxxxx 00000 and Waste Concepts, Inc., a Pennsylvania
Corporation ("Lessee"), with an address of 0000 XxXxxx Xxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000.
WITNESSETH:
Whereas, Lessee entered into a certain Lease Agreement, (the "Lease
Agreement"), along with Addendum to Lease Agreement ("Addendum") with Xxxx X.
Xxxxxxxx, as Lessor, dated September 23, 1992, for the rental of certain real
property located at 0000 XxXxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxx (the "Leased
Premises");
Whereas, the Lessor purchased the Leased Premised from Xxxx X. Xxxxxxxx on
December 30, 1993;
Whereas, an Amendment to Lease Agreement (the "Amendment") was entered
into Lessor and Lessee on or about May 16, 1994 (the Lease Agreement, Addendum
and Amendment shall hereinafter collectively be referred to as the "Lease"); and
Whereas, the Lessor and Lessee have agreed to modify the Lease based upon
the terms hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants contained herein,
together with other good and valuable consideration acknowledged to have been
exchanged and received, and with the foregoing recital paragraphs incorporated
herein by this reference, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Notwithstanding any term to the contrary in the Lease, commencing on
January 1, 1997, the minimum rent during the Renewal Term, which is January
1, 1997 to December 31, 1999 ("Renewal Term"), shall be Four Thousand
($4,000.00) dollars per month. Accordingly, the amount of the minimum rent
set forth in paragraph 4 of the Amendment is hereby deleted and the sum of
$4,000.00 is substituted for the sum of $3,300.00.
2. Paragraph 33 of the Addendum is deleted in its entirety and is amended to
read follows:
Commencing on January 1, 1997 and continuing through the Renewal Term,
Lessee, except as provided below in this paragraph 2, shall be responsible
for all repairs and maintenance to the Leased Premises including, but not
limited to, trash removal and janitorial services. Notwithstanding any term
to the contrary in this Lease, commencing on January 1, 1997 and continuing
through the Renewal Term, Lessor shall be responsible for HVAC system
repairs and maintenance, structural repairs and structural maintenance of
the exterior walls and for
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the repair and maintenance of the structural columns of the Leased
Premises, repair and maintenance of the exterior of the improvements on the
Leased Premises, the condition, repair and maintenance of the pavement and
curb, landscaping, snow removal, lawn care and cutting and dead maintenance
of the foliage on the Leased Premises.
3. The following is added to the beginning of subparagraph 8(b) of the Lease
Agreement:
Except for those items which are responsibility of the Lessor, unless
otherwise provided in this Second Amendment, all of the remaining terms and
conditions of the Lease remain in full force and effect in accordance with
the terms thereof.
4. The following is added to the end of subparagraph 11(a) of the Lease
Agreement:
provided, however, that this subparagraph is inapplicable to any such
breakage, leakage, injury or damage resulting to any items which are the
responsibility of the Lessor under this Lease.
5. The following is added to the end of subparagraph 11(b) of the Lease
Agreement:
provided, however, that this subparagraph is inapplicable to any such use,
misuse, abuse, injury or damage relating to any items which are the
responsibility of the Lessor under this Lease.
6. The following is added to the beginning of the second sentence of
subparagraph 12(e) of the Lease Agreement:
Except as otherwise provided in this Lease,
7. All references to "term" or "Term" (which designate the length of time of
the Lease) in paragraph 24 of the Lease Agreement and in paragraphs 1, 3,
and 7 of the Amendment shall include the Renewal Term of January 1, 1997 to
December 31, 1999. The foregoing paragraph numbers are not an exhaustive
list of the paragraph numbers in which "term" or "Term" includes the
Renewal term of January 1, 1997 to December 31, 1999.
8. Unless otherwise provided in this Second Amendment, all of the remaining
terms and conditions of the Lease shall remain in full force and effect in
accordance with the terms thereof.
9. The Lease and this Second Amendment are the sole and entire agreement
between the parties hereto with respect to the Leased Premises and there
are no other terms, obligations, covenants, oral or otherwise, of any kind
whatsoever, pertaining to the Leased Premises. This Second Amendment may
not be modified, altered, or changed, except by an instrument in writing
executed by the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
this, the 18 day of Dec, 1996.
LESSEE:
Attest: Waste Concepts, Inc.
/s/ [ILLEGIBLE] By: /s/ Xxxxxx X. Xxxxx
----------------------------- -----------------------------------
(Asst. Secretary) Xxxxxx X. Xxxxx, President
LESSOR:
Witness: CSR Associates
/s/ [ILLEGIBLE] By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------- -----------------------------------
Xxxxxx X. Xxxxxxxx, General Partner
