LEASE
THIS LEASE AGREEMENT, dated 15 July 97 by and between Xxxxx Equity, Inc., a
Florida Corporation ("Landlord") with its principal office at 0000 Xxxxxxxxx
Xxxxxx Xx., Xxxxxxxxxxxx, XX 00000, and Conversion Technologies International,
Inc., a Corporation organized and existing under the laws of the State of DE,
("Tenant") with its principal office at 00 Xxxxxxx Xxxx, Xxxxx 0, Xxxxxx, Xxx
Xxxxxx 00000.
1. BASIC LEASE PROVISIONS
A. DESCRIPTION OF PREMISES: D. ADDRESS FOR PAYMENT OF RENT AND
SECURITY DEPOSITS:
Suite Number: 280 Payee: Xxxxx Equity, Inc.
Building Name: Xxxxx Address: Post Office Box 860502
Address: 0000 Xxxx Xxxxx Xxxxx Xxxx/Xxxxx/Xxx:Xxxxxxx, XX 00000-0000
County: Orange Tenant Account# 390121 (note on remittance)
City: Orlando E. ADDRESSES FOR NOTICES
Center: Xxxxx Center University Tenant: Conversion Technologies Int'l
00 Xxxxxxx Xxxx, Xxxxx 0
B. PRINCIPAL LEASE TERMS: Xxxxxx, Xxx Xxxxxx 00000
Lease Term (Months)36 months
Commencement Date: 01 August 97 Tenant Fed I.D./SSN: 13-3754366
Expiration Date: 31 July 00
Landlord: Xxxxx Equity, Inc.
Monthly Base Rent: $6689.50 000 Xxxxxxxx Xxxx
Sales or Use Taxes:$401.37 Suite 127
Total: $7,090.87 Xxxxxxx, XX 00000
Landlord Fed I.D.: 00-000000-00
Security Deposit: $7090.87
With a copy to: Xxxxx Equity, Inc.
C. LEASED AREA Attn: President
Approximately 4722 rentable square feet. 0000 Xxxx. Xxxxxx Xxxxx
(Includes Tenant's share of common area.) Xxxxxxxxxxxx, XX 00000
The provisions contained in Sections 2 through 36, inclusive, which appear after
the signature lines below, are a part of this Lease and are incorporated in this
Lease by reference. The Tenant and the Landlord have executed or caused to be
executed this Lease on the dates shown below their signatures, to be effective
as of the date set forth above.
Tenant:Conversion Technologies International, Inc, Landlord:Xxxxx Equity, Inc.
By: By:
-----------------------------(SEAL) ------------------(SEAL)
Print Name: Print Name:J. Xxxxx Xxxx XX
Title Title: Vice President
Attest: Attest:
-------------------------- --------------------
Print Name: Print Name:
Title: Title:
(Corporate Seal) (Corporate Seal)
Date: Date:
---------------------------- ----------------------
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Signed an, sealed in the presence of: Signed and sealed in the presence of:
(1) (1)
--------------------------------- -------------------------------------
Print Name: Print Name:
(2) (2)
--------------------------------- -------------------------------------
Print Name: Print Name:
As to Tenant As to Landlord
LEASE PROVISIONS INCORPORATED BY REFERENCE
2. LEASE OF PREMISES: The Landlord hereby leases to the Tenant and the Tenant
hereby takes from the Landlord the premises (the "Premises") which include the
Suite(s) shown and described on Exhibit "A". together with any other parts of
the Building used exclusively by Tenant, which Premises are or will be contained
in the office building (the "Building" located at the address stated in Section
1A, under the terms and conditions contained in this lease. For the purposes of
this lease, "Property" shall mean the Property referred to at the street address
in Section 1A which is more specifically described in the legal description
maintained in the Landlord's records. For the purposes of this lease, "Center"
shall mean The Xxxxx Center referred to in Section 1A.
3. TERM: The term of this Lease (the "Term") shall commence on the date (the
"Commencement Date") which is the earlier to occur of the date stated in Section
lB, or the date the Tenant first occupies all or part of the Premises. The Term
shall expire on the date (the "Expiration Date") stated in Section 1B unless
sooner terminated as otherwise provided in this Lease or unless extended
pursuant to Section 27 or other extension provisions contained herein.
4. USE AND POSSESSION: The Tenant covenants and agrees that the Premises are to
be used by the Tenant for general office purposes and for no other purposes
without the prior written consent of the Landlord. The Tenant shall not occupy
or use the Premises or permit the use or occupancy of the Premises for any
purpose or in any manner which: (a) is unlawful or is in violation of any
applicable legal, governmental or quasi-governmental requirement, ordinance,
rule or code: (b) may be dangerous to persons or property: (c) may invalidate
any insurance policy held by the Landlord or increase the amount of premiums for
any insurance policy affecting the Building or the Property (if any additional
amounts of insurance premiums are so incurred, the Tenant shall pay the Landlord
the additional amounts on demand as Additional Rent, provided that such payment
shall not authorize such use); (d) may create a nuisance or disturb any other
tenant of the Building or the occupants of neighboring Property or injure the
reputation of the Building or the Center: and (e) violates the "Rules and
Regulations" of the Building as may from time to time be adopted by Landlord, or
any restriction of record. The Tenant agrees that Tenant shall be responsible
for any costs incurred by Landlord by reason of Tenant's misuse of the Premises
or the Building and common areas, including without limitation any damages
incurred by Tenant in moving into or out of the Premises. If any costs are so
incurred by Landlord, the Tenant shall pay the Landlord such costs on demand as
Additional Rent.
The Landlord agrees to have the Premises substantially completed and ready
for possession on or before the Commencement Date, subject to delays caused or
occasioned by strikes, insurrections, Acts of God, labor unrest, shortage of
materials, civil disturbances and other casualties or unforeseen causes or
events beyond the control of the Landlord ("Unforeseen Causes"). The Tenant
agrees to accept possession of the Premises within ten (10) days after the
receipt of notice from the Landlord of substantial completion (if after the date
specified in Section 1B).
5. RENT: Tenant agrees to pay to Landlord at the address specified in Section
1E, or at such other place designated in writing by Landlord, the Monthly Rent,
and any Additional Rent, plus any sales or use taxes (collectively called
"Rent"). "Monthly Rent" shall mean the initial monthly base rent stated in
Section 1B for the first twelve months following the Commencement Date of the
Term of this Lease ("First Lease Year"), and the Adjusted Monthly Rent, as
adjusted under Section 7. Rent shall be paid without any prior notice or demand
and without any deduction whatsoever. Monthly Rent shall be due in advance on
the first day of each month of the
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Term. The first installment of Monthly Rent shall be paid by Tenant to Landlord
upon execution of this Lease. Rent for any partial lease month shall be
prorated. Monthly Rent will be adjusted in the manner set forth in Section 7.
Tenant's obligation to pay Rent to Landlord shall be independent of every other
covenant or obligation of Landlord under this Lease. All delinquent Rent shall
bear interest at the maximum rate permitted by applicable law or 18% per annum,
whichever is less, from the date due until paid. Rent shall be considered
delinquent after the 10th day following the date it is due. If Tenant fails to
pay Rent or any other charge when due under this Lease, then Tenant shall pay
and Landlord shall be entitled to receive a late payment service charge, in
addition to any interest charge due hereunder, covering administrative and
overhead expenses incurred by Landlord caused by such late payment, which the
parties stipulate and agree are hereby liquidated and shall be equal to five
percent of the overdue amount. Tenant shall pay a charge equal to $25.00 per
returned check or the amount to which Landlord is entitled under State law,
whichever is greater, for any checks written to Landlord which are returned for
insufficient funds.
6. REAL ESTATE TAX INCREASES: See Attached Rider
7. RENT ADJUSTMENT: See Attached Rider
8. SALES AND USE TAX: In addition to the Tenant and other amounts due to the
Landlord under this Lease, the Tenant shall pay to the Landlord and the Landlord
shall remit to the appropriate governmental authorities any sales, use, or other
tax, excluding Federal or State income taxes, now or hereafter imposed upon
rents and other amounts due to the Landlord under this Lease, notwithstanding
the fact that any statute, ordinance, enactment or regulation may impose any of
those types of taxes on the Landlord.
9. NOTICES: For the purpose of any notice or demand under this Lease, the
respective parties shall be served by overnight delivery, personal delivery or
certified or registered mail, return receipt requested, addressed to the Tenant
at the address as set forth in Section 1E and to the Landlord at the addresses
set forth in Section 1E or other such addresses designated in writing by
landlord. Any notice shall be effective when delivered.
10. ORDINANCES AND REGULATIONS: The Tenant shall comply promptly, at the
Tenant's sole cost and expense, with all present and future laws, codes,
ordinances, rules or regulations of any municipal, county, state, federal or
other governmental authority, including environmental laws, and any bureau or
department thereof, and of the Board of Fire Underwriters or any other body
exercising similar functions, which may be applicable to the Premises and
Tenant's use or occupancy of the Premises, and shall comply with the
requirements of all of Landlord's policies of insurance at any time in force
with respect to the Building in which the Premises are located. The Tenant
agrees for itself and for its subtenants, employees, agents, and invitees to
comply with the Rules and Regulations, promulgated from time to time with
respect to the Premises, Building, Property and Center, a copy of which is
available in the management office in the Center.
Notwithstanding any other provision of this lease to the contrary, Tenant
shall comply with the Americans with Disabilities Act ("ADA"), as it now exists
and as it may hereafter be amended, with regard to the Premises and the Tenant's
use of the Premises, including without limitation, the obligation to make the
Premises accessible and shall hold Landlord harmless with respect thereto.
Landlord shall not be responsible for compliance with the ADA with respect to
the Premises, including the design or construction thereof. Tenants waives any
right, claim, defense or set off which Tenant may have, nor or hereafter, based
upon any responsibility landlord may have under the ADA with respect to the
Premises, the Building, the Property or otherwise. Tenant agrees that any and
all steps taken or to be taken by Landlord, in Landlord's judgment, now or
hereafter to comply with the ADA concerning the Building or the Property are
authorized and permitted under the Lease and shall constitute an admission by
Landlord that the ADA breach of Tenant's rights under this Lease. Nothing herein
shall constitute an admission by Landlord that the ADA governs any part of the
Premises, Building or Property or any activities of Landlord with respect
thereto.
Tenant covenants and agrees that Tenant shall not at any time maintain on,
or dispose or discharge from, the Property or the Premises any "Hazardous
Materials", as defined below, except Tenant may use and store minor quantities
of Hazardous Materials for cleaning purposes only or in connection with the use
of office equipment so
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long as the quantities and use are exempt from applicable governmental
regulation and such Hazardous materials are disposed of in accordance with all
applicable laws. The failure to comply with all applicable laws regarding
Hazardous Materials and this covenant shall constitute an Event of Default by
the Tenant under this Lease and shall entitle the Landlord to all rights and
remedies provided in this Lease, at law or in equity. The term "Hazardous
Materials" as used herein shall mean collectively, any hazardous waste, any
hazardous substances, any pollutant contaminant, all as defined by 42 USC
ss.9601, and any toxic substances, petroleum products, other hazardous
materials, or other chemicals or substances regulated by any environmental laws
of any county, state or federal government or any other governmental entity.
Tenant's obligations as set forth in this paragraph shall survive the
termination of this Lease.
11. SIGNS: The Tenant shall not place any signs or other advertising matter or
materials on the exterior or on the interior of the Building or at any other
location on the Property or Center, without the prior written consent from the
Landlord. Any lettering or signs placed on the interior of the Building shall be
for directional purposes only, and such signs and lettering shall be of a type,
kind, character, location and description which have been approved by the
Landlord in writing. Directional and identification signage provided by the
Landlord shall be limited to the tenant directory of the Building.
12. SERVICES: The Landlord shall provide the following: heating and cooling of
the Premises, during normal business hours defined as Monday through Friday,
8:00 a.m. to 5:00 p.m., excluding national holidays, to the extent necessary for
the comfortable occupancy of the Premises, according to Landlord's standard,
under normal business operations and in the absence of the use of machines,
equipment, or devices which affect the temperature otherwise maintained in the
Premises: water from the regular Building fixtures for drinking, lavatory and
toilet purposes: customary cleaning and janitorial services in the Premises five
times per week, excluding national holidays: customary cleaning, mowing grounds
keeping and trash removal in the Common Areas: Landlord's customary security
services for the Property; and electricity for normal business usage according
to Landlord's standard. Additional capacity or usage shall be provided at the
option of the Landlord (reasonably exercised) and at the sole cost and expense
of the Tenant as Additional Rent. The Landlord shall provide Landlord's standard
amount of free non-exclusive parking for the employees and visitors of the
Tenant on the parking areas adjacent to the Building.
The services to be provided by Landlord at its cost under the terms of
this Lease shall not include any maintenance or replacement of non-standard
building items such as kitchen or breakroom fixtures and appliances including
but not limited to sinks, disposals, dishwashers, water heaters, refrigerators,
icemakers, special air conditioning or heating units, and card access systems or
special facilities such as showers. All cost for the maintenance or replacement
of such items shall be the obligation of the Tenant.
The Tenant agrees that the Landlord shall not be liable for damages for
failure to furnish or delay in furnishing any service if attributable to any of
the causes described in Sections 16 and 17 or as a result of unforeseen causes.
No failure or delay resulting from the foregoing reasons shall be considered to
be an eviction or disturbance of the Tenant's quiet enjoyment, use, or
possession of the Premises. If the Tenant shall require electrical current to
operate equipment or machines, including heating, refrigeration, computer(s),
data processing, or other machines or equipment using electrical current or
maintain office hours that will increase the amount of the electricity usually
furnished by the Landlord for use in general office space, the Tenant will
obtain the prior written approval of the Landlord and pay to the Landlord the
additional direct expense incurred, including any installation or maintenance
cost, as Additional Rent. Landlord reserves the right to install a submeter for
such service.
13. ALTERATIONS: The Tenant, by occupancy hereunder, accepts the Premises as
being in good repair and condition and suitable for Tenant's intended use of the
Premises. The Tenant shall maintain the Premises and every part thereof in good
repair and condition, reasonable use, wear and tear excepted. The Tenant shall
not make or suffer to be made any alterations, additions or improvements to or
of the Premises or any part thereof without Landlord's prior written consent.
The Tenant shall not permit any lien or claim for lien of a mechanic, laborer,
or supplier or any other lien to be filed against the Center, the Property
containing the Building, the Premises, or any part of such property, arising out
of work performed, or alleged to have been performed by, or at the direction of,
or on behalf of the Tenant.
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The interest of Landlord in the Property or any part thereof shall not be
subject to liens for improvements made by Tenant or by persons claiming by.
through or under Tenant, and Tenant agrees that Tenant shall notify any person
making any improvements on behalf of Tenant of this provision. Upon request of
Landlord, Tenant will execute a short form of this Lease which states that the
terms of this Lease expressly prohibits any liability to Landlord or the
Landlord's property for any improvements made by, through or under Tenant which
may be recorded by Landlord.
14. QUIET ENJOYMENT: Subject to the provisions of this Lease, the Tenant shall
be entitled to peaceful and quiet enjoyment of the Premises, so long as the
Tenant is not in default under this Lease.
15. LANDLORD'S RIGHTS: The Landlord and its agents shall have the right. at all
reasonable times during the Term of this Lease to enter the Premises for the
purpose of inspecting the Premises and of making any repairs and alterations as
the Landlord shall deem necessary. The Landlord and its agents shall also have
the right to enter the Premises at all reasonable hours for the purpose of
displaying the Premises to prospective tenants during the ninety (90) day period
prior to the Expiration Date of this Lease. Landlord and its agents shall have
the right at all times to alter, renovate, and repair portions of the Building
which do not include the Premises, notwithstanding any temporary inconvenience
or disturbance to Tenant caused by such repairs. renovations, or alterations.
16. DESTRUCTION OF PREMISES: If the Premises, the Building. or the Property is
rendered substantially untenantable by fire or other casualty, the Landlord may
elect, by giving the Tenant written notice within ninety (90) days after the
date of the fire or casualty, either to: (a) terminate this Lease as of the date
of the fire or other casualty: or (b) proceed to repair or restore the Premises.
the Building. or the Property (other than the leasehold improvements and
personal property installed by the Tenant). to substantially the same condition
as existed immediately prior to fire or other casualty.
If the Landlord elects to proceed pursuant to 16(b) above, the Landlord's
notice shall contain the Landlord's reasonable estimate of the time required to
substantially complete the repair or restoration. If the estimate indicates that
the time so required will exceed one hundred eighty (180) days from the date of
the casualty and the Landlord does not make available to the Tenant for its use
and occupancy other office space, substantially similar to the Premises and
located in the Property or in the Center, if any, pursuant to Section 23. then
the Tenant shall have the right to terminate this Lease as of the date of such
casualty by giving written notice to the Landlord not later than twenty (20)
days after the date of the Landlord's notice. If the Landlord's estimate
indicates that the repair or restoration can be substantially completed within
one hundred eighty (180) days, or if the Tenant fails to exercise its right to
terminate this Lease, this Lease shall remain in force and effect.
If the Premises are damaged by fire or other casualty but the Premises are
not rendered substantially untenantable, then the Landlord shall diligently
proceed to repair and restore the damaged portions thereof (other than the
leasehold improvements and personal property installed by the Tenant), to
substantially the same condition as existed immediately prior to such fire or
other casualty, unless such damage occurs during the last twelve (12) months of
the Term, in which event the Landlord shall have the right to terminate this
Lease as of the date of such fire or other casualty by giving written notice to
the Tenant within thirty (30) days after the date of such notice or other
casualty.
If all or any part of the Premises are damaged by fire or other casualty
and this Lease is not terminated. the Rent shall xxxxx for that part of the
Premises which are untenantable on a per diem and proportionate area basis from
three (3) days after the date of the fire or other casualty until the Landlord
has substantially completed the repair and restoration work in the Premises
which it is required to perform, provided, that as a result of such fire or
other casualty, the Tenant does not occupy the portion of the Premises which are
untenantable during such period.
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17. CONDEMNATION: If all or part of the Premises, Building or Property is taken
or condemned by any authority for any public use or purpose (including a deed
given in lieu of condemnation). which renders the Premises substantially
untenantable, this Lease shall terminate as of the date title vests in such
authority, and the Rent shall be apportioned as of such date.
If any part of the Premises, Building, or Property is taken or condemned
but the Premises are not rendered substantially untenantable (including a deed
given in lieu of condemnation), this Lease shall not terminate. If the taking
reduces the rentable square feet in the Premises, Rent shall be equitably
reduced for the period of such taking by an amount which bears the same ratio to
the Rent then in effect as the number of square feet so taken or condemned bears
to the Leased Area set forth in Section 1C. The Landlord. upon receipt and to
the extent of the award in condemnation or proceeds of sale, shall make
necessary repairs and restorations (exclusive of leasehold improvements and
personal property installed by the Tenant) to restore the Premises remaining to
as near its former condition as circumstances will permit, and to the Building
and the Property to the extent necessary to constitute the portion of same not
so taken or condemned as complete.
The Landlord shall be entitled to receive the entire price or award from
any sale, taking or condemnation without any payment to the Tenant and the
Tenant hereby assigns to the Landlord the Tenant's interest, if any. in such
award. However, the Tenant shall have the right separately to pursue against the
condemning authority an award with respect to the loss, if any, to leasehold
improvements paid by the Tenant without any credit or allowance for the Landlord
and for any loss for injury, damage, or destruction of the Tenant's business
resulting from such taking. Under no circumstances shall the Tenant seek or be
entitled to any compensation for the value of its leasehold estate which Tenant
hereby assigns to Landlord.
18. ASSIGNMENT AND SUBLEASE: Without the prior written consent of the Landlord
which will not be unreasonably withheld. the Tenant shall not sublease the
Premises, or assign, mortgage, pledge, hypothecate or otherwise transfer or
permit the transfer of this Lease or the interest of the Tenant in this Lease,
in whole or in part, by operation of law, court decree or otherwise. Landlord
may grant, deny or withhold consent or impose conditions on the granting of
consent. in Landlord's sole discretion. If the Tenant desires to assign this
Lease or to enter into any sublease of the Premises: the Tenant shall deliver
written notice of such intent to the Landlord. together with a copy of the
proposed assignment or sublease at least thirty (30) days prior to the effective
date of the proposed assignment or commencement date of the term of the proposed
sublease. Any approved sublease shall be expressly subject to the terms and
conditions of this Lease. In the event of any approved sublease or assignment.
the Tenant shall not be released or discharged from any liability, whether past,
present or future, under this Lease, including any renewal term of this Lease,
and if the sublease or assignment provides for rent in excess of the Rent
payable to Landlord under the terms of this Lease, one-half (1/2) of the
difference between the rent payable by the assignee or subtenant and the Rent
payable to Landlord under the terms of this Lease shall be paid to Landlord in
consideration of its consent to the assignment or sublease. For purposes of this
Section 18, an assignment shall be considered to include a change in the
majority ownership or control of Tenant if Tenant is a corporation whose shares
of stock are not traded publicly, or, if the Tenant is a partnership, a change
in the general partner of the partnership or a change in the persons holding
more than 50% interest in the partnership, or a change in majority ownership or
control of any general partner of the partnership.
19. HOLDING OVER: If the Tenant, or any assignee or sublessee of the Tenant,
shall continue to occupy the Premises after the termination or expiration of
this Lease (including a termination by notice under Section 24 or a termination
or expiration under Section 27), without the prior written consent of the
Landlord, such tenancy shall be a Tenancy at Sufferance. During the period of
any hold over tenancy by the Tenant, or any assignee or sublessee, the Landlord,
by notice to the Tenant, may adjust the Rent to an amount equal to one hundred
and fifty percent of the Rent of the last month of the Term in which Rent was
payable. Acceptance by the Landlord of any Rent after termination shall not
constitute a renewal of this Lease or a consent to such hold over occupancy nor
shall it waive the Landlord's right of re-entry or any other right contained in
this Lease or provided by law.
20. SUBORDINATION AND ATTORNMENT: This Lease and the right of the Tenant
hereunder are expressly subject and subordinate to the lien and provisions of
any mortgage, deed of trust. deed to secure debt. ground lease, assignment of
leases, or other security instrument or operating agreement (collectively a
"Security
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Instrument") now or hereafter encumbering the Premises, the Building, the
Property, or any part thereof, and all amendments, renewals, modifications and
extensions of and to any such Security Instrument and to all advances made or
hereafter to be made upon such Security Instrument. The Tenant agrees to execute
and deliver such further instruments, in such form as may be required by
Landlord or any holder of a proposed or existing Security Instrument,
subordinating this Lease to the lien of any such Security Instrument as may be
requested in writing by the Landlord or holder from time to time.
In the event of the foreclosure of any such Security Instrument by
voluntary agreement or otherwise, or the commencement of any judicial action
seeking such foreclosure, the Tenant at the request of the then Landlord shall
attorn to and recognize such mortgage or purchaser in foreclosure as the
Tenant's landlord under this Lease. The Tenant agrees to execute and deliver at
any time upon request of such mortgagee, purchaser or their successors, any
instrument to further evidence such attornment.
The Tenant shall from time to time. upon not less than seven (7) days'
prior written request by the Landlord deliver to the Landlord a statement in
writing certifying that this Lease is unmodified and in full force and effect,
or, if there have been modifications, that this Lease, as modified, is an full
force and effect; providing a true, correct and complete copy of the Lease and
any and all modifications of the Lease; the amount of each item of the Rent then
payable under this Lease and the date to which the Rent has been paid: that the
Landlord is not in default under this Lease or, if in default, a detailed
description of such default; that the Tenant is or is not in possession of the
Premises. as the case may be; and containing such other information and
agreements as may be reasonably requested.
21. WAIVER AND INDEMNIFICATION: To the full extent permitted by law, the Tenant
hereby releases and waives all claims against the Landlord and its agents,
employees, officers, directors, and independent contractors, for injury or
damage to person, property or business sustained in or about the Property, the
Building, or the Premises by the Tenant, its agents or employees other than
damage proximately and solely caused by the gross negligence of the Landlord or
its agents or employees.
The Tenant agrees to indemnify and hold harmless the Landlord and its
agents and employees, from and against any and all liabilities, claims, demands,
costs, and expenses of every kind and nature, including those arising from any
injury or damage to any person (including death) or property sustained in the
Premises, or resulting from the failure of the Tenant to perform its obligations
under this Lease; provided, however, the Tenant's obligations under this section
shall not apply to injury or damage resulting from the negligence or willful act
of the Landlord or its agents or employees.
The Landlord agrees to indemnify and hold harmless the Tenant, and its
respective agents and employees, from and against any and all liabilities,
claims, demands, costs and expenses of every kind and nature, arising from any
injury or damage to any person (including death) or property sustained in or
about the Building proximately caused by the gross negligence or willful act or
omission of the Landlord: provided, however, the Landlord's obligations under
this section shall not apply to injury or damage resulting from the negligence
or willful act or omission of the Tenant, or its agents or employees.
The Landlord shall not be responsible or liable to the Tenant for any
event, act or omission to the:-extent covered by insurance and maintained or
required to be maintained by the Tenant with respect to the Premises and its use
and occupancy thereof (whether or not such insurance is actually obtained or
maintained). At the request of the Landlord, the Tenant shall from time to time
cause its insurers to provide effective waivers of subrogation for the benefit
of the Landlord, and its agents or employees and insurers, in a form
satisfactory to the Landlord.
22. SURRENDER OF PREMISES: Upon the expiration or termination of this Lease or
the termination of the Tenant's right of possession of the Premises, the Tenant
shall surrender and vacate the Premises immediately and deliver possession
thereof to the Landlord in a clean, good, and tenantable condition, except for
a) damages beyond the control of the Tenant; b) reasonable use; c) ordinary wear
and tear. Any movable trade fixtures and personal property that may be removed
from the Premises by the Tenant at the end of the Lease term, but which are not
so removed, shall be conclusively presumed to have been abandoned by the Tenant
and title to such property shall pass
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to the Landlord without any payment or credit; or, the Landlord may, at its
option, either store or dispose of such trade fixtures and personal property at
the Tenant's expense. Tenant agrees that it shall not remove any of the personal
property from the Premises without Landlord's consent so long as any Rent or
Additional Rent, or other sums owed to Landlord, remain unpaid.
23. RELOCATION OF TENANT: At any time after the date of this Lease, the Landlord
may substitute for the Premises, other premises in the Center, in which event
the New Premises shall be deemed to be the Premises for all purposes under this
Lease, provided: (1) the New Premises shall be similar to the Premises in area
and configuration; (2) if the Tenant is then occupying the Premises, the
Landlord shall give the Tenant not less than sixty (60) days prior written
notice of such substitution; (3) if the Tenant is then occupying the Premises,
the Landlord shall pay the actual and reasonable expenses of physically moving
the Tenant, its then existing property and its then existing equipment to the
new Premises and the Landlord shall pay the actual and reasonable expenses of
replacing the then unusable printed materials of the Tenant; and (4) the
Landlord, at its expense, shall improve the New Premises in a manner
substantially similar to that of the Premises at the time of such substitution
or as otherwise mutually agreed between the Tenant and the Landlord in writing.
24. EVENTS OF DEFAULT: Each of the following shall constitute an event of
default by the Tenant under this Lease: (1) the Tenant fails to pay any
installment of Rent or Additional Rent within ten (10) days after the date on
which the installment of Rent or Additional Rent first becomes due; (2) the
Tenant fails to observe or perform its obligations under sub-section (d) of
Section 4 above and such violation continues for more than 24 hours after such
notice or Tenant fails to observe or perform any of the other covenants.
conditions or provisions of this Lease other than the payment of any installment
of Rent or Additional Rent, and fails to cure such default within fifteen (15)
days after written notice from the Landlord to the Tenant; (3) the Tenant fails
a second time to observe or perform any of the other covenants. conditions or
provisions of this Lease other than the payment of any installment of Rent or
Additional Rent after prior written notice of the failure; (4) a petition is
filed by or against the Tenant or any Guarantor to declare the Tenant or the
Guarantor, as the case may be bankrupt or to seek relief from such tenant or
Guarantor under any chapter of the Bankruptcy Code, as amended, or under other
law imposing a moratorium on, or granting debtor's relief with respect to the
rights of creditors; (5) the Tenant or any Guarantor becomes or is declared
insolvent by law or Tenant or any Guarantor makes an assignment for the benefit
of creditors; (6) a receiver is appointed for the Tenant or the Tenant's
property or for any Guarantor or any of Guarantor's property; (7) the Tenant
abandons or vacates the Premises; or (8) the interest of the Tenant in this
Lease is levied upon under execution or other legal process.
Upon the occurrence of an event of default by the Tenant under this Lease,
the Landlord at its option, without further notice or demand to the Tenant. may
in addition to all other rights and remedies provided in this Lease, at law or
in equity:
A. Terminate this Lease and the Tenant's right of possession of the
Premises, and recover all damages to which the Landlord is entitled under this
Lease, at law and in equity, specifically including, without limitation, all the
Landlord's expenses of relenting (including repairs, alterations, improvements,
additions, decorations, legal fees and brokerage commissions).
B. Terminate the Tenant's right of possession of the Premises without
terminating this Lease, in which event the Landlord may, but shall not be
obligated to, relet the Premises, or any part thereof for the account of the
Tenant, for such rent and such term and upon such terms and conditions as are
acceptable to the Landlord For purposes of any reletting of the Premises, the
Landlord is authorized to redecorate, repair, alter and improve the Premises to
the extent necessary or desirable in the Landlord's judgment. For any period
during which the Premises have not been relet, Tenant shall pay Landlord monthly
on the first day of each month during the period that Tenant's right of
possession is terminated, a sum equal to the amount of Rent due under this Lease
for such month. If and when the Premises are relet and a sufficient sum is not
realized from such reletting after payment of all the Landlord's expenses of
reletting (including repairs, alterations, improvements, additions, decorations,
legal fees and brokerage commissions) to satisfy the payment of Rent due under
this Lease for any month, the Tenant shall pay to the Landlord any such
deficiency monthly upon demand. The Tenant agrees that the Landlord may file
suit to recover any sums due to the Landlord under this section and that such
suit or recovery of any amount due the
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Landlord shall not be any defense to any subsequent action brought for any
amount not previously reduced by judgment in favor of the Landlord. If the
Landlord elects to terminate the Tenant's right to possession only without
terminating this Lease, the Landlord may at its option, enter into the Premises,
removing the Tenant's signs and other evidences of tenancy, and take and hold
possession thereof: provided, however, that such entry and possession shall not
terminate this Lease or release the Tenant, in whole or in part, from the
Tenant's obligation to pay the Rent reserved hereunder for the full Term or from
any other obligation of the Tenant under this Lease.
Tenant shall pay on demand or reimburse Landlord for payment of Landlord's
reasonable attorney's fees, expenses and court costs in negotiation, at trial,
and on appeal incurred by Landlord to enforce any obligation of Tenant under
this Lease or to defend any claim brought by Tenant against Landlord or by any
person claiming by, through or under Tenant, or in curing any default by Tenant,
or in connection with any action or proceeding arising out of or occasioned by
any lien or claim of lien on the Premises, the Building, or the Center, or in
defending or otherwise participating in any legal proceeding initiated by Tenant
or against Tenant, or in connection with the investigation of a response to any
request for consent or other amendments to the Lease by Tenant.
25. SUCCESSOR AND ASSIGNS: This Lease shall bind and inure to the benefit of the
successors, assigns, heirs, executors, administrators, and legal representatives
of the parties hereto. In the event of the sale assignment, or transfer by the
Landlord of its interest in the Building or in this Lease (other than a
collateral assignment to secure a debt of the Landlord prior to enforcement) to
a successor in interest who expressly assumes the obligations of the Landlord
hereunder, the Landlord shall thereupon be released or discharged from all of
its covenants and obligations hereunder, except such obligations as the Landlord
shall have accrued prior to any such sale, assignment or transfer: and the
Tenant agrees to look solely to such successor of the Landlord for performance
of such obligations. Any securities or funds given by the Tenant to the Landlord
to secure performance by the Tenant of its obligations hereunder may be assigned
by the Landlord to such successor of the Landlord and, upon acknowledgment by
such successor or receipt of such security and its assumption of the obligation
to account for such security in accordance with the terms of the Lease, the
Landlord shall be discharged of any further obligation relating thereto. The
Landlord's assignment of the Lease or of any or all of its rights herein shall
in no manner affect the Tenant's obligations hereunder. The Landlord shall have
the right to freely sell, assign or otherwise transfer its interest in the
Building and/or this Lease.
26. NON-WAIVER: No waiver of any covenant or condition of this Lease by either
party shall be deemed to imply or constitute a further waiver of any other
covenant or condition of this Lease.
27. AUTOMATIC RENEWAL. See Attached Rider.
28. SECURITY DEPOSIT. As security for the performance of its obligations under
this Lease, the Tenant upon its execution of this lease has paid to the Landlord
a security deposit (the "Security Deposit") in the amount stated in Section 1B.
The Security Deposit may be applied by the Landlord to cure or partially cure
any default of the Tenant under this Lease, and upon notice by the Landlord or
such application, the Tenant shall replenish the Security Deposit in full by
promptly paying to the Landlord the amount so applied. The Landlord shall not
pay any interest on the Security Deposit. The Security Deposit shall not be
deemed an advance payment of rent or a measure of damages for any default by the
Tenant under this Lease, nor shall it be a bar or defense to any action which
the Landlord may at any time commence against the Tenant.
29. LIMITATION OF THE LANDLORD'S LIABILITY: As used in this Lease, the term
"Landlord" shall mean the entity herein named as such, and its successors and
assigns. No person holding the Landlord's interest under the Lease (whether or
not such person is named as the "Landlord") shall have any liability hereunder
after such person ceases to hold such interest, except for any liability
accruing hereunder while such person held such interest. No principal, officer,
employee, or partner (general or limited) of the Landlord shall have any
personal liability under any provision of this Lease. If the Landlord defaults
in the performance of any of its obligations under this Lease or otherwise, the
Tenant shall look solely to the Landlord's interest in the Building and not to
the other assets of Landlord or the assets, interest, or rights of any
principal, officer, employee, or partner (general or limited) for satisfaction
of the Tenant's remedies on account thereof.
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30. COMMON AREAS: For purposes of this Lease "Common Areas" shall mean all
areas, improvements, space, and equipment (owned or controlled by the Landlord)
in or at the Property, provided by the Landlord for the common or joint use and
benefit of tenants, customers and other invitees.
31. MISCELLANEOUS: This Lease, the Exhibits, the Riders and Addendums contained
herein or attached hereto contain the entire agreement between the Landlord and
the Tenant and there are no other agreements, either oral or written. This Lease
shall not be modified or amended except by a written document signed by the
Landlord and the Tenant which specifically refers to this Lease. The captions in
this Lease are for convenience only and in no way define, limit, construe or
describe the scope or intent of the provisions of this Lease. This Lease shall
be construed in accordance with the laws of the state in which the Building is
located. If any provision of this Lease or any amendment hereof is invalid or
unenforceable in any instance, such invalidity or unenforceability shall not
affect the validity or enforceability of any other provision, or such provision
in any circumstance not controlled by such determination.
32. TENANT'S INSURANCE: Tenant shall obtain and keep in force during the Term of
this Lease, including any extension and renewal, comprehensive general liability
insurance, including contractual liability coverage, insuring Landlord (as an
additional insured) and Tenant against any liability arising out of the
ownership, use, occupancy or maintenance of the Premises, and all areas
appurtenant thereto. Such policy shall provide minimum limits of $1,000,000 for
damage to property or for death or injury to any one person in any one accident.
Tenant shall deliver to Landlord, prior to occupancy of the Premises, a
certificate of insurance and evidence of payment of one year's premium, and
shall deliver a new certificate as and when the policy is renewed or replaced.
Said policy shall contain a waiver of subrogation clause in form and content
satisfactory to Landlord and provide that it will not be subject to
cancellation, non-renewal, reduction or other change except after at least
thirty (30) days prior written notice to Landlord. If Tenant fails to comply
with such requirements, Landlord may obtain such insurance and keep the same in
effect and Tenant shall pay Landlord, as Additional Rent due hereunder, the
premium cost thereof upon demand.
33. NO RECORDING: NEITHER THIS LEASE NOR ANY MEMORANDUM OF THIS LEASE MAY BE
RECORDED OR FILED FOR RECORD IN ANY PUBLIC RECORDS WITHOUT THE SEPARATE EXPRESS
WRITTEN CONSENT, IN RECORDABLE FORM, OF THE LANDLORD.
34. ENCUMBRANCES ON LANDLORD'S TITLE: Upon request of Landlord, Tenant will
promptly release or modify, or cause to be released or modified, any financing
statement given by Tenant to a third party, any notice of commencement filed by
Tenant with respect to work on the Premises, or any other recorded document
filed by or on account of Tenant ("Document"), which adversely affects, clouds,
or otherwise encumbers Landlord's title to the Center or any part thereof, so
that the Occupant shall not encumber any portion of the Center, Building, or
Property other than the Tenants leasehold interest in the Premises. Tenant's
obligations as set forth in this Section 34 shall survive termination of this
Lease.
35. RADON DISCLOSURE FOR FLORIDA LEASES: Radon is a naturally occurring
radioactive gas which, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing
may be obtained from your county public health unit. Tenant acknowledges this
disclosure by signing this Lease.
36. RIDERS & ADDENDA: All riders and addenda contained herein or attached hereto
shall be deemed to be a part hereof and hereby incorporated in this Lease by
reference.
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LEASE RIDER
This Rider is attached to and made a part of the Lease dated July 15,1997 by and
between Xxxxx Equity, Inc,, a Florida Corporation ("Landlord") with its
principal office at 0000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx, 00000,
and Conversion Technologies International, Inc., a corporation organized and
existing under the laws of the State of Delaware, ("Tenant") with its principal
office at 00 Xxxxxxx Xxxx, Xxxxx 0, Xxxxxx, Xxx Xxxxxx 00000
36A: EARLY OCCUPANCY: If the Tenant takes occupancy prior to the
commencement date of this Lease Agreement, all terms and conditions will
be in effect as of the date of occupancy.
36B: RENT ADJUSTMENT: The monthly rental as stated in Paragraph 1B, Monthly
Base Rent, will be adjusted on the respective anniversary dates by a fixed
increase of five percent (5%) per year.
36C: TENANT IMPROVEMENTS: Thorough cleaning of existing carpets, entire
suite to be detailed cleaned. All painted walls to be repainted and door
and jambs to be finished as needed.
36D: OPTION TO RENEW: Tenant shall have the option to renew the Lease
Agreement effective August 1, 2000, by providing the Landlord with a
minimum of 120 days prior written notice of its intent to renew.
[Illustrative -- Floor Plan of Building]
