EXHIBIT 10.8
REAL PROPERTY LEASE
THIS LEASE, dated this 30th day of December 1999, is between GK
Holdings, Inc., a Nevada corporation, having its principal office and place
of business at 0000X Xxxxxx Xxxx Xxxx, Xxxxxx, XX 00000 ("Landlord"), and
Global Water Technologies, Inc., a Delaware corporation having its
principle office and place of business at 0000 Xxxxxx Xxxx Xxxx, Xxxxxx, XX
00000, ("Tenant"). The parties agree as follows:
1. PREMISES.
a. Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, the office building, comprising approximately 36,712 square
feet, located at 0000 Xxxxxx Xxxx Xxxx, Xxxxxx, XX 00000 (the "Building"),
as more particularly described in EXHIBIT A attached hereto, together with
all improvements, appurtenances, rights, privileges, and easements
pertaining thereto (collectively, the "Premises").
b. In addition, Landlord hereby grants to Tenant an exclusive
license for the benefit of Tenant over Landlord's land on which the
Building is located (the "Land") for access to and from the Premises and
for parking in all designated parking lot areas.
c. Landlord represents and warrants that Landlord is the fee
owner of the Land upon which the Premises are located and has full right
and authority to lease the Premises to Tenant on the terms and conditions
set out herein.
2. TERM AND TERMINATION. The lease term shall commence on January
1, 2000, and end on December 31, 2009, unless sooner terminated or extended
as provided in this Lease.
3. RENT.
a. Tenant shall pay rent to Landlord in the amount of Fifty
Three Thousand Five Hundred Thirty Eight ($53,538) per month broken down as
base rent of $17.50 per square foot, triple net.
b. All payments of rent shall be in advance, on the first day
of each and every calendar month during the Lease term except if such term
shall commence or terminate on a day other than the first or last day of
the month, the rent for such month shall be apportioned. All rent due or
to become due hereunder shall be paid to Landlord at its address first
written above unless Landlord shall designate some other payee or address
for the payment thereof by giving written notice thereof to Tenant.
4. UTILITIES AND SERVICES. Tenant shall pay all utilities consumed
at the Building. Landlord represents that there are utilities, including
but not limited to electricity, natural gas, water, and sanitary sewer, in
and to the Premises in adequate capacity to support Tenant's intended use
herein.
5. REAL ESTATE TAXES. Tenant shall be solely responsible for
payment of all real estate taxes and assessments imposed on or with respect
to the Building or the Land during the term of the Lease.
6. USE OF PREMISES. The Premises shall be used for the purpose of
business offices and for other lawful services of a nature which are not
hazardous and which are not a nuisance. Landlord represents that such use
of the Premises will not violate any restrictions imposed upon the Premises
and is not in violation of the Certificate of Occupancy issued for the
Building nor is it contrary to any zoning ordinance or regulation affecting
the Premises.
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7. MAINTENANCE AND REPAIRS. Tenant shall take good care of the
Premises (including, without limitation, the interior surfaces of the
ceiling, walls, floors, carpeting and doors) and shall make all
nonstructural repairs and all repairs necessitated by its misuse thereof.
Tenant shall further be responsible for all routine maintenance on all
HVAC systems as well as the costs associated with all janitorial and
landscaping/snow removal services on the Building or Land. Landlord shall
maintain and keep in repair, with reasonable promptness (and will replace
or put into repair where necessary), the structural portions of the
Building, including but limited to the exterior siding, bearing walls,
foundation, and roof. Landlord shall also make all necessary replacement
and/or repairs to the HVAC system, except for regular maintenance which
shall the responsibility of Tenant.
8. ALTERATIONS, IMPROVEMENTS, AND INSTALLATIONS BY TENANT. Tenant
shall have the right, at its own expense, to make such nonstructural
alternations to the Premises as it shall deem expedient or necessary for
its purpose. Tenant may make structural alterations and changes in, on,
to, or about the Premises reasonably necessary for its purpose only if it
has first obtained the Landlord's written consent, which consent shall not
be unreasonably withheld, conditioned or delayed. Any such alterations or
changes shall be done in a good and workmanlike manner and in accordance
with all applicable codes and laws. Any and all alterations, improvements,
and installations made by Tenant in, to, or upon the Premises shall remain
the property of Tenant and may be removed from the Premises at any time
during the term of the Lease, provided that any damage caused by such
removal shall be repaired by Tenant. Tenant shall have the right not to
remove any or all of such alterations, improvements, and installations, in
which case the
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same shall become the property of Landlord upon Tenant's surrender of the
Premises; PROVIDED, HOWEVER, that Landlord shall have the right to require
removal of any alterations, installations, and improvements made by Tenant
by notice to Tenant within fifteen (15) days of termination of this Lease.
9. SIGNS. Tenant shall have the right to place or paint a sign(s)
in such locations as shall adequately advertise Tenant's occupancy of the
Premises and direct visitors, guests, and the like to the Premises, so long
as such signage meets all applicable codes, laws and ordinances.
10. ASSIGNMENT AND SUBLETTING. Tenant shall have the right to
assign or sublease all or any portion of the Premises at any time upon
consent of Landlord which consent shall not be unreasonably withheld.
11. INDEMNIFICATION. Tenant shall indemnify and hold Landlord
harmless from and against all liability, damages, costs, and expenses from
causes of action, suits, claims, demands, and judgements of any nature
whatever caused by Tenant's use and occupancy of the Premises unless caused
or contributed to by the negligence or conduct of Landlord, its agents, or
employees, latent defects in the Premises or Landlord's breach of this Lease.
12. ENVIRONMENTAL. Notwithstanding anything in this Lease to the
contrary, Landlord shall be responsible for and shall hold harmless and
indemnify Tenant from and against all demands, injuries to person or
property, deaths, costs (including reasonable attorneys' fees), lawsuits,
claims, and state, local, of federal governmental actions, investigations,
or fines as a result of any hazardous chemicals, PCB's and asbestos) being
placed in, on, or under the Premises or coming to rest in, on, or under the
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Premises caused by any person or entity other than Tenants, its agents,
subtenants, and invitees. Where cleanup or other remedial activities are
required in the circumstances covered by this indemnity and such activities
will deny Tenant the use of all or a portion of the Premises, Tenant shall
be entitled to a reasonable abatement of rent based on the portion of the
Premises the Tenant is unable to utilize. Where the portion Tenant is
unable to utilize will materially interfere with Tenant's operations for a
period greater than ninety (90) days, Tenant may terminate this Lease and
receive a refund of all prepaid rent prorated to the date of termination.
Landlord represents and warrants that as of the date hereof there are no
hazardous substances placed in, on, or under the Premises.
13. DAMAGE OR DESTRUCTION.
a. In the event of destruction of or damage to the Premises,
including the improvements thereon, Landlord shall, unless it exercises its
right to terminate this Lease as set forth hereafter, promptly repair,
restore or replace the Premises and Building to at least as good conditions
as existed immediately prior to the destruction or damage.
b. If such damage or destruction renders the Premises wholly or
partially untenantable: (i) rent and all other charges payable by Tenant
under this Leases shall be abated or equitably apportioned from and after
the date of the damage or destruction until Tenant resumes full possession
of the Premises; (ii) Landlord shall, provided at least seventy-five
percent (75%) of the Premises are untenantable, have the right to terminate
this Lease, effective as of the time of the damage or destruction, by
written notice to Tenant within fifteen (15) days after the date of the
damage or destruction; and (iii) Tenant shall have the right to terminate
this Lease, effective as of the time of the damage or destructive, by
written notice to Landlord if Landlord fails to
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repair, restore or replace the Premises and Building with reasonable
dispatch or, even if repair or restoration is proceeding with reasonable
dispatch, if such repair, restoration or replacement is not completed
within ninety (90) days after the date of the damage or destruction.
14. CONDEMNATION. If the Premises or any part thereof shall be taken
for any public or quasi-public use in condemnation proceedings or by any
right of eminent domain, or deed in lieu thereof, this Lease shall
terminate as of the date of taking, and any prepaid rent and other charges
shall be refunded to Tenant, PROVIDED, HOWEVER, that if less than the
entire Premises shall be so taken and, in Tenant's opinion, the remaining
portion thereof is adequate and suitable for use by it for its purposes as
elsewhere herein stated, then, at Tenant's option to be exercised by
written notice to Landlord within twenty (20) days following such taking,
this Lease shall continue in full force and effect as to that portion of
the Premises remaining and the monthly rent payable hereunder after the
date of such taking and for the remainder of the term shall be reduced in
the same proportion as the rental value of the Premises is reduced by the
taking. In such an event (i.e., the continuance of the Lease as the
portion remaining), Landlord shall proceed diligently to restore, repair or
replace said Premises as closely as possible to their condition
immediately prior to the taking. Landlord shall at all times keep Tenant
promptly and fully advised of any condemnation proceeding or threat
thereof. Any award or compensation arising out of such appropriation or
taking shall be apportioned between Landlord and Tenant with respect to the
property of the Landlord and the Leasehold, improvements and fixtures of
Tenant; PROVIDED, HOWEVER, that nothing herein
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shall prohibit Tenant from taking independent action against the condemning
authority to recover any other damage or costs to which it may be entitled.
15. DEFAULT BY TENANT. If Tenant at any time during the term of this
Lease:
a. Shall default in the payment of any installment of rent or
any other sum specifically to be paid by Tenant hereunder (including,
without limitation, real estate taxes, assessments, water and sewer
charges, insurance premiums, and such other similar charges and assessments
as may be levied, assessed or charged against the Land and/or Building) and
such default shall not have been cured within ten (10) days after Landlord
shall have given to Tenant written notice specifying such default; or
b. Shall default in the observance or performance of any of
Tenant's other covenants hereunder (other than the covenant to pay rent or
any other sum herein specified to be paid by Tenant) and such default shall
not have been cured within thirty (30) days after Landlord shall have given
to Tenant written notice specifying such default; PROVIDED, HOWEVER, that
if the default complained of shall be of such a nature that the same cannot
be completely remedied or cured within such 30-day period, except as to
subparagraphs c. and d. of this Section, then such default shall not be an
enforceable default against Tenant for the purpose of this paragraph if
Tenant shall have commenced curing such default within such 30-day period
and shall proceed with reasonable diligence and in good faith to remedy the
default complained of; or
c. Shall (i) file a voluntary petition in bankruptcy, or (ii)
be adjudicated bankrupt or insolvent, or (iii) have a receiver or trustee
appointed for all or substantially all of its business or assets by reason
of Tenant's insolvency, or (iv) suffer an order to be entered approving a
petition filed against Tenant seeking reorganization of
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Tenant under the federal bankruptcy laws or any other applicable law or
statute of the United States or any state thereof; or
d. Shall make a general assignment or general arrangement for the
benefit of its creditors; then upon the happening of any one or more of
such events of default and the expiration of the period of time prescribed
for the cure thereof without such cure having been made,
Landlord may, without further notice or demand to Tenant, terminate this
Lease and re-enter the premises and remove all persons and property
therefrom. In the event of such Lease termination by Landlord, Tenant will
indemnify Landlord against all loss of rent which Landlord may incur by
reason of such termination provided Landlord shall have made every
reasonable effort to mitigate such loss.
16. DEFAULT BY LANDLORD. Landlord shall make all payments
required on any mortgage or other lien or encumbrance affecting the Land
or/or Building, and shall make all repairs to the Premises and do other
such things as may be required of it hereunder, and if Landlord at any time
during the term of this Lease shall fail to pay any such charges or shall
fail to make any such repairs or do any work required of it by the
provisions of this Lease or in any other respect shall fail to perform any
convenants or agreements in this Lease required on the part of Landlord to
be performed, then and in any such event or events Tenant may, after the
continuance of any such failure or default for fifteen (15) days after
notice in writing thereof is given by Tenant to Landlord (and in addition
to any other rights or remedies which may be available at law or in
equity), either (i) make such payments and do such work and otherwise
perform Landlord's convenants all on behalf of and at the expense of
Landlord or (ii) terminate this Lease. If
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Tenant elects to perform Landlord's covenants, Landlord agrees to pay to
Tenant the amount of the expense incurred, failing which Landlord agrees
that Tenant may deduct the amount out of the rental payments and other
payments thereafter coming due to Landlord pursuant to the provisions of
this Lease, without liability or forfeiture, and may apply the same to
payment of such indebtedness of Landlord to Tenant until such indebtedness
is fully paid as herein provided.
17. HOLDING OVER. If Tenant remains in possession of the Premises
after the expiration of the term of this Lease it shall be deemed to be a
tenant from month to month at the monthly rental rate in effect during the
last month of the term expired and governed in all other things, except as
to the duration of the term, by the provisions of this Lease. Either party
may terminate such month to month tenancy by giving to the other at least
thirty (30) days' prior written notice of its intent to terminate.
18. SURRENDER. At the expiration of the term of this Lease,
Tenant agrees to quit and surrender possession of the Premises to Landlord
in as good condition as when delivered by Landlord, excepting reasonable
wear and tear, damage from any cause beyond Tenant's control and as
provided in the clauses of this Lease entitled: Maintenance and Repairs;
Alterations, Improvements and Installations by Tenant; Damage or
Destruction; and Condemnation.
19. NOTICES. Any notice or demand required or permitted to be given
under the terms of this Lease shall be deemed to have been duly given or
made if given by any of the following methods:
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a. Deposited in the United States mail, in a sealed envelope,
postage paid, by registered or certified mail, return receipt requested,
respectively addressed as follows:
To Tenant:
Global Water Technologies, Inc.
Attn: Mr. Xxxx Xxxxx, General Counsel
0000 Xxxxxx Xxxx Xxxx.
Xxxxxx, XX 00000
(000)000-0000 phone
(000)000-0000 fax
To Landlord:
GK Holdings, Inc.
Attn: Xx. Xxxxxx Xxxx
0000X Xxxxxx Xxxx Xxxx.
Xxxxxx, XX 00000
(000)000-0000 phone
(000) 000-0000 fax
b. Sent to the above address via an established national
overnight delivery service (such as Federal Express), charges prepaid, or
c. Sent via any electronic communications method provided the
sender obtains written confirmation of receipt or the communication by the
electronic communications equipment at the office of the address listed above.
20. DISTRAINT FOR RENT. Landlord waives any right it may have to levy
or distrain upon for rent, in arrears, in advance, or both, or to claim or
assert title to, any property of Tenant or third parties on or about the
Premises.
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21. INSURANCE; MUTUAL WAIVER OF SUBROGATION. Tenant shall, at its
sole cost and expense, insure or self-insure the Building and its property
located on the Premises, against fire and other causes included in standard
extended coverage by policies which shall include a waiver by the insurer
of all right of subrogation against Landlord and Tenant in connection with
any loss or damage thereby insured against. The insurance on the building
shall name Landlord as additional insured. Neither Landlord nor Tenant
shall be liable to the other or to any insurance company (by way of
subrogation or otherwise) insuring the other party for any loss or damage
to any building, structure, or losses under workers' compensation laws and
benefits, negligence of such party, its agents, or employees if any such
loss or damage is covered by insurance benefiting the party suffering such
loss or damage or was required to be covered by insurance pursuant to this
Lease.
22. QUIET ENJOYMENT. Landlord covenants that, so long as Tenant is
not in breach of the terms and conditions of this Lease, Tenant shall
peaceably and quietly have, hold, and enjoy the Premises for the term
hereof, subject to the provisions of this Lease. Upon Tenant's request,
Landlord shall procure a non-disturbance clause from each current and
future mortgagee providing that Tenant's possession will not be disturbed
by a mortgage foreclosure so long as Tenant is not in default of the Lease.
23. RENEWAL OPTION. Tenant shall have the right to renew the term
of this Lease for two (2) successive period of five (5) years each. The
rental rate during any renewal period shall be at an agreed upon rate.
Tenant shall provide Landlord with at least one hundred eighty (180) days'
advance written notice of its intention to exercise said renewal option(s)
prior to the effective date of each such period. Landlord shall have
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access to the Building for the purpose of showing the property to
prospective tenants during the entire term hereof.
24. ENTIRE AGREEMENT. This document contains the entire agreement
between the parties and expressly supersedes any prior lease arrangements
between the parties. No variation or alteration of the terms hereof shall
be binding upon either party unless the same be reduced to writing and
executed by an authorized officer of both parties.
25. MISCELLANEOUS. Each and all of the terms and agreements herein
contained shall be binding upon and inure to the benefit of the parties
hereto, their heirs, personal, and legal representatives, successors, and
assigns. This instrument contains the entire agreement made between the
parties and may not be modified orally or in any manner other than by an
agreement in writing signed by all the parties hereto or their respective
successors in interest. This Lease shall be governed by the laws of the
State of Colorado.
26. ACCEPTANCE. Execution of this Lease by Landlord constitutes an
offer which shall not be deemed accepted by Tenant until Tenant's execution
of this Lease and Landlord has received a duplicate original copy thereof.
IN WITNESS WHEREOF, the parties have duly executed this Lease on the
date first written above.
LANDLORD:
GK HOLDINGS, INC.
CORPORATE SEAL
By:____________________________________
Title: __________________________________
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TENANT:
GLOBAL WATER TECHNOLOGIES, INC.
CORPORATE SEAL By:___________________________________
Title: ___________________________________
STATE OF COLORADO )
) SS
_________COUNTY OF ___________)
The Foregoing Instrument was acknowledged before me this ____ day of
December 1999, by Xxxxxx X. Xxxx as President of GK HOLDINGS, INC. a Nevada
corporation)
Witness my hand and official seal.
___________________________________
Notary Public
My Commission Expires on _____________________
STATE OF COLORADO )
) SS
_________COUNTY OF ___________)
The Foregoing Instrument was acknowledged before me this ____ day of
December 1999, by Xxxx Xxxxx as General Counsel of Global Water
Technologies, Inc. a Delaware corporation)
Witness my hand and official seal.
___________________________________
Notary Public
My Commission Expires on _____________________
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EXHIBIT A
PROPERTY DESCRIPTION
OFFICE PARK ACTIVITY AREAS 6A AND 6B, DENVER WEST PROPERTIES AMENDMENT
NUMBER 2, ACCORDING TO THE PLAT THEREOF RECORDED JULY 7, 1995 AT RECEPTION
NO. F0080214, IN PLAT BOOK 124 AT PAGE 29, COUNTY OF JEFFERSON, STATE OF
COLORADO
