LEASE AGREEMENT
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THIS LEASE AGREEMENT, made and entered into by and between ANDEAN
FINANCIAL CORPORATION, whose address is 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx,
Xxxxxxx 00000 hereinafter referred to as LESSOR, and BIO-AQUA SYSTEMS, INC.,
whose address in Xxxxxxxx, Chile is Xxxxxxx Xxxxxx 000, Xxxxxxxx Xxxxx,
hereinafter referred to as LESSEE on 20th day of June, 1999, but shall be
effective as of the effective date of the initial public offering of the
Company's securities pursuant to a registration statement filed with the
Securities and Exchange Commission on Form SB-2 (the "Effective Date").
W I T N E S S E T H:
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THAT FOR and in consideration of the covenants and agreements herein
contained and in consideration of the rents herein reserved to be paid by LESSEE
to LESSOR, the parties do hereby mutually covenant and agree as follows:
1. PREMISES: LESSOR does hereby lease and demise unto LESSEE the
Premises known as 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 upon
the terms and conditions herein set forth.
2. TERM AND OCCUPANCY: Said premises shall hereinafter sometimes be
referred to as the "leased premises" or "premises". LESSOR does hereby lease and
demise unto LESSEE said Premises to have and to hold the same for a period of
two (2) years. Said term shall commence on the Effective Date ("Effective
Date"), and terminate at midnight one year thereafter.
3. RENTAL: During the term of this Lease, LESSEE shall pay to LESSOR a
fixed annual minimum rent of $30,000. Rent shall be payable in semi-annual
installments commencing on the first day of the month following the Effective
Date and continuing in six month increments thereafter this Lease term, at
LESSOR's office or any other place designated by it, without any set-off or
deduction. LESSEE shall pay the rent and all other payments deemed under this
Lease to be additional rent by check and such check shall be payable in lawful
money of the United States which, at the time of payment, is legal tender for
the payment of public and private debts (LESSOR to accept the check subject to
collection). If the Effective Date is not the first day of a calendar month,
LESSEE shall pay to LESSOR, on the Effective Date, a fraction of the equal
monthly installment, the numerator of which is the number of days from the
Effective Date to the end of the calendar month in which that date occurs, and
the denominator of which is the total number of days in the calendar month. This
payment shall represent the pro rata rent from the Effective Date to the end of
the calendar month.
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4. OPTION TO RENEW: LESSOR grants to LESSEE, subject to the conditions
set forth below, the right and option to renew this Lease for an additional two
(2) year term or as otherwise agreed upon, which annual rate shall be adjusted
as mutually agreed upon.
Except as provided above, and otherwise subject to and on all of the
terms and conditions herein contained, all other terms and conditions of this
lease are to be and remain in full force and effect. This option must be
exercised by the giving to LESSOR, on or before ninety (90) days of the
expiration date of this lease, or any option period, written notice of the
exercise thereof by LESSEE; but LESSEE shall in no event be entitled to renew
the term hereof, even though such notice be timely given, unless LESSEE shall
have timely performed all of its obligations hereunder, and shall not be in
default in the performance of any terms of this lease, on the date of the
expiration of the initial term hereof. LESSOR shall, within ten (10) days of
receipt of LESSEE's notice of election of such option, acknowledge in writing
that said lease is extended for said option period.
5. DATE AND PLACE OF PAYMENT: LESSEE shall pay LESSOR the monthly
rental herein required to be paid in advance on the first day of each and every
six month period without demand and at any place that shall be designated by
LESSOR.
6. USE: LESSEE shall use the demised Premises only for the purpose of
general office activities of its executive administrative and sales personnel.
Any other substantial variation in the use of the Premises shall be only with
the prior written consent of LESSOR, which request of LESSEE shall be promptly
responded to by LESSOR within ten (10) days of receipt of said request and which
shall not be unreasonably withheld by LESSOR.
7. UTILITIES: LESSOR shall pay all charges against the demised Premises
for electricity, telephone, water, trash pick-up, area lights and all other
utilities, together with deposits therefore as may be required. And such
deposits shall remain the property of LESSOR and LESSEE shall not make any claim
thereon for any reason.
8. TAXES: LESSOR shall be responsible for the payment of all property
taxes, city and county, assessed against the demised Premises and shall pay the
same before such taxes become delinquent.
9. SURRENDER OF PREMISES: LESSEE shall at the termination of the lease
term, of any renewal or extension thereof, quietly and peacefully surrender said
Premises in as good condition and substantially in the same condition as such
Premises existed at the commencement of the lease term, subject to the other
terms of this lease concerning alterations, ordinary wear and tear or damage or
loss by fire or the elements excepted. LESSEE shall have full authority to
remove from the demised Premises all of its merchandise and trade fixtures,
notwithstanding the fact that the same may have heretofore been bolted or
otherwise affixed to such Premises, all conditioned upon the LESSEE not being in
default hereunder any the repair be LESSEE of any damage resulting from such
removal.
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10. DEFAULT: If LESSEE shall make any default in the payment of rent or
any other sums due LESSOR under the terms of this Agreement and the same shall
remain unpaid for three (3) days after such rent or such other amount shall
become due, or if the LESSEE shall default in the performance of any one of the
terms, conditions or covenants of this lease, and if said default is not cured
within ten (10) days from the date of written notice of such default to LESSEE,
or if the demised Premises become and remain deserted for a period of ten (10)
days, the LESSOR may, without written notice or demand to LESSEE, re-enter the
demised Premises according to law and remove all persons according to law, and
the LESSOR may, at it option, relet the demised Premises or any part thereof for
the balance of the lease term as agent for the LESSEE and receive rents thereof
and apply the same first to the payment of the expenses of reasonable
redecorating and making necessary repairs to the Premises, attorneys fees,
brokers commissions, advertising and all other reasonable expenses of the LESSOR
in re-entering the Premises and reletting the same; and second, to the payment
of rent due hereunder. LESSEE shall be responsible for all costs, including
attorney's fees, incurred by LESSOR in enforcing any of the terms and provisions
of this Lease Agreement.
In addition and in connection with the reletting of the demised
Premises for the account of LESSEE as hereinabove provided, LESSOR shall have
the right to declare all monthly installments of rental for the balance of the
lease term to be immediately due and payable and to proceed to obtain a judgment
therefor against LESSEE. Thereafter, all sums collected from the reletting of
the Premises, less costs in connection therewith, shall be applied on said
judgment or if the judgment has been paid, turned over to LESSEE.
Further, in the event of default on the part of LESSEE, the LESSOR
shall have the right to pursue any legal remedy available to it, and LESSOR
shall have the right to bring distress proceedings without in any way affecting
its right to accelerate the balance of rental due and to bring an action
therefor.
11. MECHANICS' LIEN: Said Premises shall not be subject to any lien
under the Mechanic's Lien Law of the State of Florida as a result of any
improvements made by LESSEE. LESSEE shall not permit the Premises to be subject
to any lien for labor, services or material furnished at the request of LESSEE
or its agent and it shall insure that all amounts owed for labor, services or
materials shall be paid for by it promptly.
12. WAIVER: The failure of LESSOR in one or more instances to insist
upon strict performance or observance of one or more of the terms or covenants
hereof or to exercise any remedy herein conferred upon LESSOR shall not operate
or be construed as a relinquishment or a waiver for the future of any such
covenant or condition or the right to enforce the same or to exercise such
remedy, but the same shall continue in full force and effect.
13. NOTICE: It is agreed that whenever notice is required to be given
hereunder that written notice mailed by certified mail return receipt requested
or delivered to LESSOR at 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx
00000, or such other address as LESSOR shall furnish
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in writing, shall constitute sufficient notice to LESSOR, and written notice
mailed or delivered to LESSEE at: 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx,
Xxxxxxx 00000 or such other place as may be designated by LESSEE in writing
shall constitute sufficient notice to the LESSEE.
14. BINDING ON SUCCESSORS, HEIRS AND ASSIGNS: This Lease Agreement
shall be binding and obligatory upon the heirs, assigns and successors of the
respective parties.
15. RADON GAS: Section 404.056(a) Florida Statutes, requires that the
following notification be given on real estate documents:
RADON GAS: Radon is a naturally occurring radioactive gas that, when it
is 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.
16. HAZARDOUS WASTE: LESSEE agrees that leased Premises will fully
comply with all applicable federal, state, and local environmental laws,
regulations, and rulings on LESSEE's occupation of leased Premises and through
the term of this lease and that there will not be any hazardous or toxic
substances prohibited by environmental protection and enforcement agencies on or
at the leased Premises, during LESSEE's possession and occupation of the leased
Premises.
LESSEE will defend, indemnify, and hold LESSOR harmless from and
against any and all actions, losses, liabilities, damages, claims, obligations,
debts, costs, and expenses (including attorney's fees), known or unknown,
contingent or absolute, arising out of or resulting from any (i) petroleum based
products, (ii) oil, (iii) waste, (iv) chemical substance or mixture, (v) toxic,
hazardous or regulated substance, mixture or waste, and/or (vi) radioactive
substance stored, released and/or disposed of on or at the leased Premises from
the commencement of the term of this lease by LESSEE through and including the
date LESSOR retakes possession of the leased Premises. This will only be for any
such claim or liability attributable to LESSEE. LESSEE specifically excludes
pre-existing violations for which LESSOR will indemnify and hold LESSEE harmless
should any claim be brought against it.
17. ENTIRE AGREEMENT: This lease agreement expresses the entire
agreement between the parties and all negotiations and agreements preceding the
execution hereof are merged into, included modified or amended only by a writing
executed by the LESSOR and LESSEE. It may not be amended or modified by oral
agreements or understandings between the parties unless the same shall be
reduced to writing duly authorized and executed by both LESSOR and LESSEE.
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IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals.
LESSOR: LESSEE:
ANDEAN FINANCIAL BIO-AQUA SYSTEMS, INC.
CORPORATION
By:/s/Xxxxx Xxxxx By:/s/Xxx Xxxxxx
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Xxxxx Xxxxx, President Xxx Xxxxxx, President
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