AMENDMENT TO LEASE AGREEMENT
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This Amendment to Lease Agreement made this 9th day of December, 1994, by
and between CASELLA ASSOCIATES, a Vermont partnership of Rutland, Vermont (the
"Lessor") and XXXXXXX WASTE MANAGEMENT, INC., a Vermont corporation with offices
in the City of Rutland, County of Rutland and State of Vermont (the "Lessee").
W I T N E S S E T H:
WHEREAS, the Lessor and the Lessee entered into a Lease Agreement, dated
August 1, 1993, respecting certain premises located off East Montpelier Road,
Montpelier, Vermont (the "Lease Agreement"); and
WHEREAS, the Lessor and the Lessee now wish to amend the Lease Agreement to
provide Lessee with the option to extend the term of the Lease Agreement for two
additional five year terms;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter set forth, the parties agree as follows:
1. Section 2, entitled "Term," of the Lease Agreement is hereby deleted in
its entirety and replaced with a new Section 2:
Section 2. Term. This Lease is for an initial term of one hundred
seventeen (117) months commencing on the 1st day of August, 1993, and
to continue until April 30, 2003. The Lessee shall have the option to
extend the initial term for two (2) successive periods of five (5)
years each upon the same terms as contained in this Lease, except as
otherwise specifically stated herein. The Lessee shall exercise its
option by giving written notice to the Lessor not less than six (6)
months prior to expiration of the initial term or the then ending
additional term, as the case may be. The monthly rent during any
additional term shall be determined pursuant to Section 3(b) of this
Lease.
2. Except as aforesaid, the parties hereto affirm and ratify the terms of
the Lease Agreement between them in all respects. The Lease Agreement and this
Amendment thereto shall be read and construed as one Agreement.
3. This Agreement, together with all of the respective rights of the
parties hereto shall be governed by and construed and enforced in accordance
with the laws of the State of Vermont.
4. This Agreement shall be binding upon and inure to the benefit of each of
the parties hereto and their respective successors in title and assigns.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Lease
Agreement effective the day and year first above-written.
IN PRESENCE OF: Lessor:
CASELLA ASSOCIATES
By:
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Duly Authorized Partner
Lessee:
XXXXXXX WASTE MANAGEMENT, INC.
By:
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Duly Authorized Partner
LEASE AGREEMENT
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This Lease Agreement is made this 1st day of August, 1993, by and between
CASELLA ASSOCIATES, a Vermont partnership of Rutland, Vermont, hereinafter
collectively referred to as Lessor, and XXXXXXX WASTE MANAGEMENT, INC., a
Vermont corporation with offices in the City of Rutland, County of Rutland and
State of Vermont, hereinafter referred to as Lessee.
KNOWN ALL MEN BY THESE PRESENT, that for One Dollar and other good and
valuable consideration, receipt of which is acknowledged the above mentioned
parties on the date first above written have agreed to the following:
1. Description. Lessor does hereby let and lease and Lessee hereby accepts
lease of certain premises located off East Montpelier Road, Washington County,
Montpelier, Vermont and as more particularly described as, "a portion of the
land and premises conveyed to Lessor by Xxxxxxx and Xxxxxx Xxxxxx by deed dated
June 30, 1988 and filed in Book 217 at Page 349 of the City of Montpelier Land
Records (hereinafter "Premises").
2. Term. This Lease is for a term of one hundred seventeen (117) months
commencing on the 1st day of August, 1993, and to continue until April 30, 2003.
3. Rent. The rent due under the terms of this Lease shall be as set forth
herein and as follows:
(a) The rent for August 1, 1993 through April 30, 1994 shall be the
monthly sum of Seven Thousand Thirty and 50/100 Dollars ($7,030.50).
(b) The rent for May 1, 1994 through April 30, 1995 shall be the monthly
sum of Nine Thousand and no/100 Dollars ($9,000.00). After April 30,
1995, an annual adjustment to the rent may be made by Lessor to give
full and adequate consideration to the increase in the consumer price
index, using the consumer price index for all urban consumers, Boston,
Massachusetts, or an equivalent index, indicating the amount of
inflation during the latest period of the lease.
4. Rent Payments Due. The rent payments specified herein shall be made
monthly. Payments are to be made on the 1st day of each month unless a payment
schedule is otherwise agreed upon by the parties.
5. Insurance and Indemnification. The Lessee shall keep the Premises
insured against loss or damage by fire with extended coverage endorsement in an
amount sufficient to prevent the Lessor from becoming a co-insurer under the
terms of the applicable policies, but in any event, in an amount not less than
ninety percent (90%) of the full insurable value as determined from time to
time. The Lessor shall be named as an additional insured.
The Lessee shall indemnify the Lessor against any liability or loss arising
out of injury to any person, or damage to any property belonging to the Lessee,
the Lessor, or to any other person, occurring in or about the Premises, and the
Lessee shall keep the Premises insured, at is sole cost and expense, against
claims for personal injury or property damage under a policy of general public
liability insurance, with limits of at least $500,000/$1,000,000 for bodily
injury and $500,000 for property damage. Such policies shall name the Lessor and
the Lessee as the insureds. Within ten (10) days after the date hereof, the
Lessee shall deliver to the
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Lessor, certificates of insurance certifying that such insurance is in full
force and effect. Lessee shall continue to deliver such certificates of
insurance during the term of this Lease, at least annually.
If at anytime after the execution hereof, the improvements on the demised
Premises are destroyed or damaged by fire or the elements or by any other cause
whatsoever, Lessor at its expense to the extent that there are sufficient
insurance proceeds, shall restore or rebuild them as nearly as practicable to
the condition existing just prior to such destruction or damage except that if
said improvements are destroyed or damaged during the last two years of the term
of this Lease. If the Premises are not rebuilt, the proceeds of the insurance
shall go to the Lessor.
6. Repairs. Lessee shall at all times be responsible for all repairs and
maintenance on and to the Premises, including but not limited to major
structural repairs and roof repairs.
7. Taxes. The Lessee, in addition to the fixed rent provided for herein,
shall pay all taxes and assessments upon the Premises and upon the buildings and
improvements thereon, which are assessed during the lease term.
8. Utilities. The Lessee shall pay all charges for gas, electricity, light,
heat, power and telephone or other communication services used, rendered or
supplied upon or in connection with the Premises, and shall indemnify the Lessor
against any liability or damages on such account.
9. Default. If the Premises shall be deserted or vacated, or if proceedings
are commenced against the Lessee in any court under a bankruptcy act or for the
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appointment of a trustee or a receiver of the Lessee's property either before or
after the commencement of the Lease term, or if there shall be a default in the
payment of rent or any part thereof for more than ten (10) days after written
notice of such default by the Lessor, or if there shall be default in the
performance of any other covenant, agreement, condition, rule or regulation
herein contained or hereafter established on the part of the Lessee for more
than twenty (20) days after written notice of such default by the Lessor, this
Lease, if the Lessor so elects, shall thereupon become null and void, and the
Lessor shall have the right to re-enter or repossess the Premises, either by
force, summary proceedings, surrender or otherwise and dispossess and remove
therefrom the Lessee, or other occupants thereof and their effects, without
being liable to any prosecution therefor.
In case of default, the Lessor may, at its option, re-let the Premises or
any part thereof, as the agent of the Lessee and the Lessee shall pay the Lessor
the difference between the rent hereby reserved and agreed to be paid by the
Lessee for the portion of the term remaining at the time of re-entry or
repossession and the amount, if any, received or to be received under such
re-letting for such portion of the term.
10. Assignment. Lessee shall not assign this Lease without Lessor's written
approval of the assignment, which approval may be withheld by Lessor for any
reason. Lessor shall either grant approval of any assignment or withhold
approval of any assignment within thirty (30) days after notice in writing by
the Lessee to the Lessor of the proposed assignment. Lessor retains a right to
assign this Lease without Lessee's consent or approval.
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11. Acceptance of Property. At the commencement of the term, the Lessee
shall accept the buildings, improvements and any equipment on or in the
Premises, in their existing condition. No representation, statement or warranty,
expressed or implied, has been made by or on behalf of the Lessor as to such
condition, or as the use that may be made on such property. In no event shall
the Landlord be liable for any defect in such property or for any limitation on
its use.
12. Reimbursement of Expenses. The Lessee shall pay and indemnify the
Lessor against all legal costs and charges, including counsel fees lawfully and
reasonably incurred in obtaining possession of the Premises after a default of
the Lessee, as defined in this lease, or after Lessee's default in surrendering
possession upon the expiration or earlier termination of the term of the lease
or enforcing any covenant of the Lessee herein contained.
13. Lessor's Right of Access. The Lessor and its representatives may enter
the Premises at any reasonable time for the purpose of inspecting the Premises,
performing any work which the Lessor elects to undertake or was made necessary
by reason of the Lessee's default under the terms of this Lease, exhibiting the
Premises for sale, lease or mortgage financing, or posting notices of non
responsibility under any mechanic's lien law.
14. Leasehold Improvements. Lessee shall not make any leasehold
improvements to the premises without Lessor's prior consent.
15. Binding Effect. The covenants, conditions and agreements contained in
this Lease shall bind and inure to the benefit of the parties hereto and their
respective
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heirs, legal representatives, successors and, except as otherwise provided
herein, their assigns.
16. Condition of Property. Upon expiration or termination of the Lease or
any extension thereof, the Lessee shall deliver up said Premises and
improvements thereto to said Lessor in as good condition as they were in at the
commencement of this Lease, or may have been put in during the term of this
Lease, except for ordinary wear and tear.
17. Title to Lease Premises. The Lessor represents and warrants that it is
the owner of the leased premises and has the right to make this Lease and that
the Lessee, on paying the rent herein reserved and upon performing all of the
terms and conditions of this Lease on its part to be performed, shall at all
times during the term herein demised peacefully and quietly have, hold and enjoy
the Premises.
18. Green Mountain Bank Covenant. So long as any outstanding balance
remains on the Green Mountain Bank $1,340,000 Term Loan to Casella Associates
("Lessor"), Lessor and Lessee shall not make any modifications to this Lease
Agreement without the written consent to do so from Green Mountain Bank. This
Lease Agreement may only be terminated prior to the expiration of the Lease
Term, if Lessor or Lessee pays 42.9% of the then current outstanding principal
balance on the Term Loan to Green Mountain Bank.
19. Compliance with Laws. Lessee agrees to comply with all local, state and
federal laws with regard to the Premises and its maintenance and improvement
thereof.
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20. Law. This Lease shall be governed by the laws of Vermont.
IN WITNESS WHEREOF, Lessor and Lessee have respectfully signed and sealed
this Lease Agreement as of the date and year first above written.
LESSOR
CASELLA ASSOCIATES
By:
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Witness Duly Authorized Partner
LESSEE
XXXXXXX WASTE MANAGEMENT, INC.
By:
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Witness Its Duly Authorized Agent
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