LEASE AGREEMENT
THIS LEASE, made and entered into this _____ day of December, 1996, by
and between U.P.C., INC., a Utah corporation, 00 Xxxx Xxxxxx Xxxxxx, Xxxx Xxxx
Xxxx, Xxxx 00000 ("Landlord"), and COVOL TECHNOLOGIES, INC., a Utah corporation,
0000 Xxxxx Xxxxxxxx Xxxx, Xxxx, Xxxx 00000 ("Tenant").
W I T N E S S E T H:
Landlord hereby leases, demises and lets unto Tenant, and Tenant hereby
leases, hires and takes from Landlord those certain premises, hereinafter called
the demised premises, described as follows:
See Exhibit "A" attached hereto
1. Term. This lease shall be for a term of ten years and six
months, commencing July 1, 1996 and ending December 31, 2007. Thereafter, this
lease may be renewed for an additional five (5) years, upon the mutual agreement
of the parties.
2. Monthly Rental. Tenant shall pay to Landlord during the term of this
Lease, as monthly rental for the demised premises, the sum of $250.00 per month
for the months of July 1996 through September 1996, and the sum of $600.00 per
month for the months of October 1996 through September 2001. Thereafter,
commencing October 2001, the monthly rental shall increase five percent (5%) per
annum, with each annual increase becoming effective October 1 of each year
through the end of the lease period. The monthly rental shall be paid in advance
on the first day of each calendar month throughout the term of this Lease. The
first and last month's rental and a security deposit as described in paragraph
21 below, shall be paid upon the execution of this Lease Agreement. In the event
Tenant fails to pay said rental on the due date or within five (5) days
thereafter, a late charge of $30.00 per month shall be added to said rental and
paid to Landlord. In addition, interest shall accrue on all delinquent amounts
thirty days or more past due, at the rate of eighteen percent (18%) per annum.
Remittance shall be made to Landlord at such address as shall from time to time
be designated by landlord to Tenant in writing.
3. Use. Tenant agrees to use and occupy the premises during the term
hereof for the purpose of constructing and operating a coal processing plant,
and for no other purpose whatsoever without the written consent of Landlord. All
construction and improvements shall be at Tenant's sole cost and expense, shall
be done in a workmanlike manner and shall conform to all applicable building
codes and governmental regulations. Tenant shall not allow or permit any
mechanic's or other liens to be assessed against the property and shall
indemnify and save Landlord harmless from any and all claims arising out of or
resulting from any construction or improvements on the leased premises. Tenant
shall not use, or permit said premises or any part thereof to be used for any
purpose or purposes other than the purpose or purposes for which the said
premises are hereby leased. Tenant shall accept and process only coal on the
demised premises, free from any toxic or hazardous substances. Tenant will not
store, generate, transport or release in or on the rented space or Landlord's
property any hazardous waste or substance and shall obey all laws respecting the
handling of such. Tenant shall allow Landlord the right to inspect and test the
content of any incoming vehicles. Tenant shall upon termination of this Lease
Agreement, promptly remove all hazardous substances from the premises. Removal,
remediation and/or disposal shall always be the sole responsibility of the
Tenant, and Tenant shall remain the sole owner of any hazardous substance it
shall cause to be deposited in or on Tenant's rented space. Tenant shall be
responsible for all costs and shall indemnify and hold harmless Landlord, its
successors or assigns, or any party acting as a representative of Landlord, for
any damage arising from Tenant storing or depositing any hazardous substance in
or around the demised premises or on Landlord's property. Such indemnification
shall survive the termination of this Lease, both as to Tenant and as to any
guarantors of Tenant's obligations under this Lease Agreement. "Hazardous
substances" shall mean: (a) hazardous substances as defined in the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, (b) "PCB's",
as defined in 40 C.F.R. 761 et seq. and "TCDD" as defined in 40 C.F.R. 755 et
seq., (c) "asbestos" as defined in 29 C.F.R. 1910-1001 et seq., (d) waste oils,
and (3) used tires. Tenant shall not be permitted to store or keep any waste or
waste product, whether from Tenant's processing operation or otherwise, on the
demised premises, or on any adjoining property owned or controlled by Landlord,
whether or not such waste or waste product is toxic or hazardous. All such waste
and waste product must be disposed of off the demised property. Notwithstanding
this paragraph 3, Tenant may store waste oil in suitable containers for use with
EPA approved waste oil heaters to provide heating for the plant; however, such
storage and use shall still be governed by the provisions of this paragraph 3.
4. Nuisance. Tenant shall not commit, or suffer to be committed,
any waste upon the demised premises, or any public or private nuisance, or other
act or thing which may disturb the quiet enjoyment of any other tenant or
occupant of the demised premises or of Landlord's adjoining property.
5. Construction and Alterations. Tenant agrees to submit all plans for
construction of the coal processing facility to Landlord for Landlord's prior
approval before construction begins, which approval will not be unreasonably
denied. Landlord agrees that such plans are confidential and will not disclose
the same to any third party without Tenant's prior consent. Once such plans are
approved by Landlord, Tenant shall not make or suffer to be made, any
alternations or additions to such plans or to any structures completed pursuant
to such loans, without the prior written consent of Landlord. Such structures,
alterations and/or additions, shall immediately become a part of the realty and
belong to the Landlord. However, if Landlord advises Tenant that Landlord
desires not to assume ownership and control of said structures, Tenant shall
remove the same and restore the demised premises to its condition before Tenant
entered thereon, upon the termination of this Lease. Tenant shall be free to
remove its equipment and personal property from the leased premises upon the
termination of this lease, provided Tenant is not then in default hereunder.
6. Abandonment. Tenant agrees not to vacate or abandon the premises at
any time during the demised term. Should Tenant vacate or abandon said premises
or be dispossessed by process of law or otherwise, such abandonment, vacation or
dispossession shall be a breach of this Lease and in addition to any other
rights which Landlord may have, Landlord may at once remove any property
belonging to Tenant which remains on the premises and store or dispose of the
same, the cost of such removal, disposal and/or storage to be charged to the
account of Tenant.
7. Maintenance, Repairs and Reclamation Bond. Tenant shall at
its sole cost, keep and maintain the demised premises and appurtenances and
every part thereof, in good, clean and sanitary order, condition and repair,
hereby waiving all right to make repairs or replacements at the expense of
Landlord. By entry hereunder, Tenant accepts the premises as being in good
order, condition and repair and agrees on the last day of said term, or sooner
termination of this Lease, to surrender unto Landlord said premises with
improvements, in the same condition as when received or as improved, reasonable
wear and tear excepted, and to remove those improvements to the real property
that Landlord requests Tenant remove and all of Tenant's personal property form
the premises, repairing any damage caused thereby and restoring and reclaiming
the demised premises to its original condition, or as improved at Landlord's
request, or to such other condition as any federal, state or local agency may
require, upon the termination of Tenant's operation. As security for Tenant's
obligation to repair, restore and reclaim the demised premises, Tenant shall
obtain and maintain throughout the term of this Lease Agreement and so long
thereafter as Tenant occupies the leased premises, a reclamation and surety bond
to guarantee Tenant's obligations. Such bond shall be in favor of and be payable
to Landlord. At the commencement of this Lease, the bond shall be in the amount
of $2,000.00 per acre of land used or occupied by Tenant or such greater sum as
any Federal, State and/or local regulatory authority may require. Thereafter,
from time to time, based upon Tenant's use and activity on the leased premises,
Landlord may require Tenant to increase the amount of such bond as Landlord may
determine will be needed, from proposed clean-up, reclamation and restoration
plans which Tenant will periodically provide to Landlord as a condition of this
Lease.
8. Laws and Regulations. Tenant, at its own cost and expense,
shall comply with all laws, rules and orders of all federal, state, county and
municipal governments, or departments, which may be applicable to the use of the
leased premises.
9. Indemnification and Liability Insurance. Except for such loss or
damage as may be caused by the negligent or willful act of Landlord, its agents,
or employees, Landlord shall not be liable to Tenant, its officers, agents,
employees, customers, invitees, or third parties for loss of or damage to
property, including goods, wares and merchandise, or for injury or death to
persons, in, on, or about the premises and Tenant agrees to indemnify and save
and hold Landlord harmless from and on account thereof, howsoever arising or by
whomever caused. During the term hereof, Tenant shall maintain in full force and
effect with insurance companies of good reputation a comprehensive liability
insurance policy applicable to the premises and the activities of Tenant therein
with a combined single limit for bodily injury and property damage of not less
than $1,000,000.00. A certificate evidencing such coverage and providing that
the insurance may not be canceled without thirty (30) days prior written notice
to Landlord shall be provided to Landlord.
10. Signs. Tenant shall not affix or maintain upon the demised
premises, any sign or other like item, except such shall have first received
written approval of the landlord as to the size, type, location, nature and
display qualities. Landlord's approval hereunder shall not be unreasonably
withheld.
11. Utilities. Tenant, from the time it first enters the premises for
the purpose of setting fixtures, or from the commencement of the term of this
Lease, which ever comes first, and throughout the term of this Lease, shall pay
for all public and other utilities and related services rendered or furnished to
the premises, including but not limited to water, gas, electricity, telephone,
heat, light, sewer charges, installation and connection charges or deposits
therefor and refuse or garbage collection or disposal. Tenant shall not allow
refuse, garbage, or trash to accumulate inside or outside the demised premises.
12. Entry by Landlord. Tenant shall permit Landlord and its
agents to enter the demised premises at all reasonable times, to inspect the
same.
13. Assignment. The parties acknowledge the limited purposes for which
the premises are to be used, and therefore agree that, except as hereinafter set
forth, Tenant shall not sublet the premises in whole or in part, or assign or
transfer this Lease, or any interest herein, without first obtaining the written
consent of Landlord, which consent may be withheld in the event Landlord
determines that such subletting, assignment or transfer would or could create
any additional risk, result in any additional liability or economic loss to
Landlord, or for any other reasons in the reasonable discretion of Landlord. No
consent to any subletting, assignment or transfer shall be construed as a
consent to any subsequent assignment, subletting, transfer, occupancy or use. No
sublease, assignment or transfer of any interest in this Lease shall release
Tenant from, or otherwise affect in any manner, any of Tenant's obligations
hereunder and Tenant hereby expressly agrees that it shall continue to be liable
for the obligations hereunder notwithstanding any sublease, assignment or
transfer as contemplated by this paragraph. Any such assignment, subletting,
occupancy or use, without the prior written consent of Landlord shall be null
and void.
14. Default. Should the Tenant be in default hereunder with respect to
any rental payments or other charges to the Tenant hereunder, and should such
default continue for a period of three (3) days after written notice from
Landlord to Tenant; or should the Tenant be in default in the prompt and full
performance of any other of its promises, covenants or agreements herein
contained and should such default or breach of performance continue for more
than a reasonable time (in no event to exceed thirty (30) days) after written
notice thereof from the Landlord to Tenant specifying the particulars of such
default or breach of performance; or should Tenant vacate or abandon the
premises; or should Tenant or any agent of Tenant falsify any report required to
be furnished to Landlord pursuant to the terms of this Lease; or should Tenant
or any guarantor of this Lease become bankrupt or insolvent, or file any debtors
proceedings or take or have taken against Tenant or any guarantor of this Lease
in any court pursuant to any statute either of the United States or of any state
a petition in bankruptcy or insolvency of for reorganization or for the
appointment of a receiver of trustee of all or a portion of Tenant's or any
guarantor's property, or if Tenant or any such guarantor makes an assignment for
the benefit of creditors, or petitions for or enters into an arrangement or if
Tenant shall suffer this Lease to be taken under any writ of execution; then the
Landlord may treat the occurrence of any one or more of the foregoing events as
a breach of this Lease, and in addition to any and all other rights or remedies
of the Landlord hereunder and by the law provided, it shall be, at the option of
the Landlord, without further notice or demand of any kind to Tenant or any
other person: (a) The right of the Landlord without declaring this Lease ended
to re-enter the premises and take possession thereof and remove all persons
therefrom and Tenant shall have no further claim thereon or thereunder, or (b)
The right of the Landlord without declaring this Lease ended to re-enter the
premises and occupy or lease the whole or any part thereof for an on account of
the Tenant and upon such terms and conditions and for such rent as the Landlord
may deem proper and to collect said rent and any other rent that may thereafter
become payable and apply the same toward the amount due or thereafter to become
due from the Tenant and on account of such expenses of such subletting and any
other damages sustained by the Landlord; and should such rental be less than
that herein agreed to be paid by Tenant, the Tenant agrees to pay such
deficiency to the Landlord in advance on the day of each month herein before
specified for payment and to pay to Landlord forthwith upon any such reletting
the costs and expenses the Landlord may incur by reason thereof; or (c) The
right of Landlord, even though it may have relet said premises, to thereafter
elect to terminate this Lease and all the rights of the Tenant in or to the
premises. Should the Landlord have relet the premises under the provisions of
subparagraph (b) above, it may execute any such lease either in its own name or
in the name of Tenant as it shall see fit, the Tenant therein named shall be
under no obligation whatsoever to see to the application by Landlord of any rent
collected by Landlord from such tenant nor shall the Tenant hereunder have any
right of authority whatever to collect any rent from such tenant. The Landlord
shall not be deemed to have terminated this Lease, or the liability of the
Tenant to pay rent thereafter to accrue or its liability for damage under any of
the provisions hereof, by any such re-entry or by any action in unlawful
detainer, or otherwise, to obtain possession of the premise, unless the Landlord
shall have notified the Tenant in writing that it has so elected to terminate
this Lease, and the Tenant further covenants that the services by Landlord of
any notice pursuant to the unlawful detainer statutes of the State of Utah and
the surrender of possession pursuant to such notice shall not (unless the
Landlord elects to the contrary at the time of or at any time subsequent to the
service of such notices and such election be evidenced by a written notice to
the Tenant) be deemed to be a termination of this Lease. Nothing herein
contained shall be construed as obligating the Landlord to relet the whole or
any part of the premises. In the event of any entry or taking possession of the
premises as aforesaid, the Landlord shall have the right but not the obligation,
to remove therefrom all or any part of the personal property located thereon and
may place the same in storage at a public warehouse at the expense and risk of
the owner or owners thereof. In the event of Tenant's default and Landlord's
retaking of possession of the premises, whether this Lease is terminated by
Landlord or not, Tenant agrees to pay to Landlord as an additional item of
damages the cost of repairs, alterations, redecoration, leasing commissions,
attorneys fees and Landlord's other costs and expenses incurred in retaking the
premises and in reletting the premises to a new tenant. Should the Landlord
elect to terminate this Lease under the provisions of subparagraph (a) or (c)
above, the Landlord shall thereupon, without waiting for the end of the term
hereof, be entitled to recover from Tenant as damages, the difference, if any,
between the then reasonable rental value of the premises for the period of the
term reserved in the Lease and the amount of rental and other charges payable by
Tenant for the balance of the term of this Lease, together with the rent then
unpaid, if any. For all purposes of this Paragraph 14, the rental agreed to be
paid by Tenant or the amount of rental payable by the Tenant shall be deemed to
be the monthly rental and all other sums required to be paid by Tenant pursuant
to the terms of this Lease. In the event of default, all of the Tenant's
fixtures, furniture, equipment, improvements, additions, alterations, and other
personal property, shall remain on the subject premises and in that event, and
continuing during the length of said default, Landlord shall have the right to
take the exclusive possession of same and to use same, rent or charge free,
until all defaults are cured, or at its option, at any time during the term of
this Lease, to require Tenant to forthwith remove same. Notwithstanding any
other provisions of this paragraph, the Landlord agrees that if the default
complained of, other than for the payment of money, or of such a nature that the
same cannot be rectified or cured within the thirty (30) day period requiring
such rectification or curing as specified in the written notice relating
thereto, then such default shall be deemed to be rectified or cured if the
Tenant within such period of thirty (30) days shall have commenced the
rectification and curing thereof and shall continue thereafter with all due
diligence to cause such rectification and curing and does so complete the same
with the use of such diligence as aforesaid. The remedies given to Landlord in
this paragraph shall be in addition and supplemental to all other rights or
remedies which the Landlord may have under the laws then in force.
15. Voluntary Surrender. The voluntary or other surrender of this
Lease by tenant, or a mutual cancellation thereof, shall not work a merger, but
shall, at the option of Landlord, terminate all or any existing subleases or
subtenancies, or operate as an assignment to it of any or all such subleases or
subtenancies.
16. Attorney's Fees. If Landlord shall be made a party to any
litigation commenced by or against Tenant, Tenant shall pay all costs, expense
and attorney's fees incurred by Landlord in connection with such litigation
except in the event that such litigation shall determine that Landlord is liable
therefor. In the event of any action at law or in equity between Landlord and
Tenant to enforce any of the provisions and/or rights hereunder, the
unsuccessful party to such litigation covenants and agrees to pay to the
successful party all costs and expenses, including reasonable attorney's fees
incurred therein by such successful party, and if such successful party shall
recover judgment in any such action or proceeding, such costs, expenses and
attorney's fees shall be included in and as part of such judgment.
17. Notices. All notices to be given to Tenant or Landlord hereunder
may be given in writing personally or by depositing the same in the United
States mail, certified, postage prepaid, and addressed to such party at the
address specified herein, or such other address as may hereafter be specified by
such party to the other in writing.
18. Waiver. The waiver by Landlord of any breach of any term, covenant
or condition herein shall not be deemed to be a waiver of any other term,
covenant or condition or any subsequent breach of the same or any other term,
covenant, or condition herein contained. The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease, other than the
failure of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding breach at the time off acceptance of such
rent.
19. Holding Over. Any holding over after the expiration of the
said term, with the consent of Landlord, shall be construed to be a tenancy from
month to month, and shall be on the terms and conditions herein specified, so
far as applicable.
20. Successors. All the terms, covenants and conditions hereof shall be
binding upon and inure to the benefit of the heirs, executors, administrators,
successors and assigns of the parties hereto, provided that nothing in this
paragraph shall be deemed to permit any assignment, subletting, occupancy or use
contrary to the provisions of paragraph 13.
21. Security Deposit.
(a) Tenant has deposited with Landlord the sum of $28,600.00,
as a security deposit, receipt of which is hereby acknowledged, with
sum represents the reclamation bond referred to in paragraph 7 above,
plus $600.00. Said deposit shall be held by Landlord, without liability
for interest, as security for the faithful performance by Tenant of all
the terms of this Lease by said Tenant to be observed and performed.
The security deposit shall not be mortgaged, assigned, transferred, or
encumbered by Tenant without the written consent of Landlord and any
such act on the part of Tenant shall be without force and effect and
shall not be binding upon Landlord.
(b) If any of the rents herein reserved or any other sums
payable by Tenant shall be overdue and unpaid or should Landlord make
payments on behalf of Tenant, or should Tenant fail to perform any of
the terms of this Lease, then Landlord may, at its option and without
prejudice to any other remedy which Landlord may have on account
thereof, appropriate and apply said entire deposit or so much thereof
as may be necessary to compensate Landlord toward the payment of rent
or additional rent or expense or loss or damage sustained by Landlord
due to such breach on the part of Tenant, and Tenant shall forthwith
upon demand restore said security to the original sum deposited. Should
Tenant comply with all of said terms, promptly pay all of the rentals
as they fall due and all other sums payable by Tenant to Landlord, and
should Tenant reclaim the demised premises to the satisfaction of
Landlord and all regulatory agencies, said deposit shall be returned to
Tenant at the end of the term.
(c) In the event of bankruptcy or other debtor-creditor
proceedings against Tenant, such security deposit shall be deemed to be
applied first to the payment of rent and other charges, including
reclamation expenses, due Landlord for all periods prior to the filing
of such proceedings.
(d) Landlord may deliver the funds deposited hereunder by
Tenant to the purchasers of Tenant's interest in the premises in the
event that such interest be sold and thereupon Landlord shall be
discharged from any further liability with respect to such deposit, and
this provision shall apply to any subsequent transferees.
22. Brokers. Tenant agrees to hold Landlord harmless from any
cost, expense or liability for any compensation, commission or other charges
claimed by any realtor, broker or agent other than Landlord's representative.
23. Interest. Any sum accruing to Landlord under the terms and
provisions of this Lease which is not paid when due shall bear interest at the
rate of eighteen percent (18%) per annum from the date when the same becomes due
and payable by the terms and provisions hereof until paid, notwithstanding
specific reference thereto elsewhere in this Lease.
24. Taxes. Landlord shall pay the real property taxes assessed against
the leased premises, however, Tenant shall reimburse Landlord for all real
property taxes assessed against the leased premises within thirty (30) days of
receipt of an invoice from Landlord for the taxes. Such reimbursement shall be
additional rent hereunder. Tenant shall also pay as additional rent hereunder,
prior to delinquency, all such taxes assessed against the property and any
increase assessed thereon, as a result of structures, buildings, improvement or
other changes made to the leased premises by Tenant. Tenant shall also pay prior
to delinquency, all taxes assessed against and levied upon fixtures,
furnishings, equipment and all other personal property of Tenant contained on
the demised premises.
25. Free from Liens. Tenant shall keep the demised premises, including
the improvements made thereon by Tenant, and the property on which the demised
premises are situated, completely free and clear from any liens arising out of
any work performed, material furnished, or obligations incurred by Tenant.
26. Landlord's Right to Require Move. Landlord shall have the right at
any time during the term of this Lease or any extension hereof, to require
Tenant to remove and relocate any and all of Tenant's property and improvements
from the demised premises to an alternate location of Landlord's choosing,
anywhere on property now owned or hereafter acquired by Landlord. Upon written
notice to Tenant from Landlord that Tenant must relocate its improvements,
Tenant shall have twelve (12) months from the date of such notice to remove its
property from the demised premises to the alternate location and to commence
restoration and reclamation of the demised premises. Landlord shall also have
the right at any time during the term of this Lease or any extension, upon 180
days notice, to require Tenant to move Tenant's radial stacker and storage area
to a location west of Tenant's building, on land of Landlord's choosing, of the
same size as that then being used by Tenant.
27. First Right on Freight, Loading and Purchase of Product. As
partial consideration for this Lease, Tenant hereby grants unto Landlord the
first right to transport any coal or coal fines to Tenant's processing facility
and any finished coal product from Tenant's processing facility. For any such
coal, coal fines and finished product to be transported, Tenant shall advise
Landlord of its best good faith bid for such transporting service and Landlord
shall be entitled to match such bid, either personally or through a
subcontractor, and thereby obtain the right to perform such transporting service
for Tenant on the same terms and conditions as the matched bid. Tenant also
hereby grants unto Landlord the first right to load Tenant's finished load
product on the rail at the Railco load-out facility near the leased premises, by
matching any good faith bid obtained by Tenant for the loading of Tenant's coal
product. Tenant also hereby grants unto Landlord the first right to purchase any
or all of the finished coal product produced by Tenant, by Landlord agreeing to
pay Tenant the same price for said product, on the same terms, that Tenant
offers to any other buyers.
28. Construction of Acceleration Lane. As partial consideration for
this Lease, in order to avoid traffic congestion on roads servicing the demised
premises and surrounding businesses, Tenant agrees that upon the execution of
this Lease, Tenant will immediately commence construction of, and will
diligently pursue to completion, an acceleration lane on the demised property,
from the access road on the south of the demised premises, to the north boundary
of the demised premises. The design and layout of the acceleration lane shall be
subject to the approval of Landlord, will be suitable for heavy truck traffic,
and will be continuously maintained at Tenant's sole cost, during the entire
term of this Lease and so long as Tenant occupies the premises.
29. Weighing Trucks. As partial consideration for this Lease, during
the term of this Lease and as long as Tenant occupies the demised premises, at
Landlord's option, Tenant agrees to weigh trucks hauling material to the Railco
load-out facility, on Tenant's scales, for $1.00 per truck.
30. Lessor's Lien. Notwithstanding any other provision of this Lease
Agreement, no furniture fixtures, equipment, buildings or other property of
Tenant located on the leased premises may be removed from the same unless and
until Tenant is current in all obligations to Landlord under this Lease
Agreement, and Tenant hereby grants unto Landlord a lien upon such furniture,
fixtures, equipment, buildings and other property to secure faithful performance
and full payment by Tenant of the terms, conditions and obligations of this
Lease Agreement.
31. Miscellaneous.
(a) Time is of the essence of this Lease and of all
provisions hereof.
(b) This Lease shall be construed and enforced in
accordance with the laws of the State of Utah.
(c) No payment by Tenant or receipt by Landlord of a lesser
amount than the monthly rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any
endorsement of statement on any check or any letter accompanying any
check or payment as rent be deemed an accord and satisfaction and
Landlord may accept such check or payment without prejudice to
Landlord's right to the balance of such rent or pursue any other remedy
in this Lease provided.
(d) This Lease Agreement sets forth all of the covenants,
promises, agreements, conditions and understandings between Landlord
and Tenant concerning the leased premises and there are no covenants,
promises, agreements conditions and understandings, either oral or
written, between them other than are herein set forth. Except as
herein otherwise provided, no subsequent alteration, amendment,
change or addition to this Lease shall be binding upon Landlord or
Tenant unless reduced to writing and signed by them.
(e) Landlord does not by this Lease Agreement, in any way or
for any purpose, become a partner or joint venturer of Tenant in the
conduct of Tenant's business or otherwise.
(f) If any term, covenant, or condition of this Lease or the
application thereof to any persons or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this Lease, or
the application of such term, covenant or condition to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or
condition of this Lease shall be valid and be enforced to the fullest
extent permitted by law.
IN WITNESS WHEREOF, the parties have duly executed this Lease
Agreement, the day and year first written above.
U.P.C., INC. COVOL TECHNOLOGIES, INC.
Landlord Tenant
By: /s/ B.E. Xxxxxxxx By: /s/ Xxxxx X. Xxxx
