EXHIBIT 10.7
THIS LEASE, Made this 22nd day of December, 1999, by and between MIE
Properties, Inc., as agent for owner, herein called "Landlord", and
International Dispensing Corporation, herein called "Tenant".
WITNESSETH, That in consideration of the rental hereinafter agreed
upon, and the performance of the conditions and covenants hereinafter set forth
on the part of Landlord and Tenant to be performed, Landlord does hereby lease
unto said Tenant, and the latter does lease from the former approximately 3,825
square feet at the following premises: 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxxxxx, Xxxxxxxx 00000 for the term of five (5) years and six (6) months
and two (2) weeks beginning on the 16th day of March, 2000 and ending on the
30th day of September, 2005 at and for the annual rental of (see rent schedule
below), payable in advance on the first day of each and every month during the
term of this Lease in equal monthly installments of (see rent schedule below).
Said rental shall be paid to MIE Properties, Inc., 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxx 00000-0000, or at such other place or to such appointee of
Landlord as Landlord may from time to time designate in writing.
TENANT COVENANTS AND AGREES WITH LANDLORD AS FOLLOWS:
1. To pay said rent and each installment thereof as and when due,
without setoff or deduction.
RENTAL - ESCALATION
2. Beginning with the first anniversary of the commencement date of
the lease term and each annual anniversary thereafter throughout the remainder
of the Lease and renewal term if any, the annual rent shall be increased by
three percent (3%) of the previous year's rent, which
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sum shall be payable in equal monthly advance as hereinabove set forth, and as
set forth in the rent schedule below.
USE
3. To use and occupy the leased premises solely for the following
purposes:
General offices for packaging company and related entities.
RENT SCHEDULE
TERM ANNUAL RENT MONTHLY RENT
---- ----------- ------------
March 16, 2000 - September 30, 2000 - $3,612.50
October 1, 2000 - September 30, 2001 $65,025.00 $ 5,418.75
October 1, 2001 - September 30, 2002 $66,975.75 $ 5,581.31
October 1, 2002 - September 30, 2003 $68,985.02 $5,748.75
October 1, 2003 - September 30, 2004 $71,054.57 $5,921.21
October 1, 2004 - September 30, 2005 $73,186.21 $6,098.85
ADDITIONAL RENT
4. A. UTILITIES
Tenant shall apply for and pay, directly to the provider, all
costs of electricity, gas telephone and other utilities used or consumed on the
premises together with all taxes, levies or other charges on such utilities.
Tenant agrees to pay as additional rent, Tenant's Pro Rata Share of the water
and sewer service charges, or when applicable, Tenant's pro rata share of the
cost of maintaining and operating the well water and/or septic system chargeable
to the total building in which the premises are located. However, if in
Landlord's reasonable judgement, the water and sewer charges for the premises
are substantially higher than normal due to Tenant's water usage, then Tenant
agrees that it will, upon written notice from Landlord, install a water
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meter at Tenant's expense and thereafter pay all water charges for the premises
based on such meter readings.
B. TAXES
Tenant shall pay to Landlord, as additional rent, Tenant's
pro-rata share of the taxes in excess of those assessed against the property
during the fiscal year commencing July 1, 1999 and ending June 30, 2000 whether
the taxes are payable to the State of Maryland and/or Xxxx Arundel County. If
this Lease shall be in effect for less than a full fiscal year, Tenant shall pay
a pro-rata share of the increased taxes based upon the number of months that
this Lease is in effect. Said taxes shall include Metropolitan District Charges,
sewer service charges and CPRA charges, if any, and any and all benefits or
assessments which may be levied on the premises hereby Leased but shall not
include the United States Income Tax, or any State or other income tax upon the
income or rent payable hereunder.
C. COMMON AREA
Tenant shall pay to Landlord as additional rent, Tenant's Pro Rata
Share of the following Common Area Expenses:
- Snow Removal
- Grounds Maintenance
- Security (when Landlord, in its reasonable judgement deems
necessary).
- Trash Removal (when supplied by Landlord).
"Tenant's Pro Rata Share" shall mean the same percentage that the
gross square foot area of' Tenant's leased premises bears to the gross square
foot area of all leaseable floor area within the property. Landlord shall notify
Tenant or any change in "Tenant's Pro Rata Share". Tenant's Pro Rata Share is
equal to 9.4 percent. If the actual leaseable area of the
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property is or becomes more than as set forth in this Lease, Tenant's Pro Rata
Share shall be proportionately adjusted.
Landlord shall notify Tenant from time to time of the amounts
which Landlord estimates will be payable by Tenant for Tenant's Pro Rata Share
of Utilities, Taxes and Common Area expenses and Tenant shall pay such amounts
to Landlord in equal monthly installments in advance on or before the first day
of each month. Within a reasonable period of time following the end of each
calendar year, or fiscal year (with regard to taxes) Landlord shall submit to
Tenant a statement showing the Utilities Taxes and Common Area expenses to be
paid by Tenant with respect to such year, the amount paid by Tenant, and the
amount of the resulting balance due or overpayment. Each such statement shall be
final and conclusive if no objection is raised within one hundred eighty (180)
days after submission of each such statement. Notwithstanding the forgoing
provisions of the above paragraph, Landlord may require Tenant to pay in arrears
Tenant's Pro Rata Share of Utilities, Taxes and Common Area expenses in
quarterly or semi-annual payments rather than on a monthly basis as provided
above.
Landlord shall keep for at least three (3) years after the
expiration of each calendar year, true and accurate books of account and records
proving payment of Utilities, Taxes and Common Area expenses ("Operating
Expenses") which records conform to generally accepted accounting principles
show the Operating Expenses incurred at the building for such calendar year.
Tenant's employees, accountants, or representatives shall have the
right to audit Operating Expenses and in connection therewith to examine
Landlord's books of accounts and operating Expenses and supporting data
maintained by Landlord and related to Operating
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Expenses. If any such audit discloses that the Operating Expenses are less than
those reported, Landlord shall forthwith pay to Tenant, or credit Tenant the
difference as may be shown to be paid or payable for actual Operating Expenses.
If Tenant disagrees on the accuracy of Operating Expenses as set
forth in Landlord's statement, Tenant shall give written notice to Landlord to
that effect, but shall nevertheless make payment in accordance with the terms of
this Lease.
MUNICIPAL REGULATING
5. To observe, comply with and execute at its expense, all laws,
orders, rules, requirements, and regulations of the United States, State, City
or County of the said State, in which the leased premises are located, and of
any and all governmental authorities or agencies and of any board of fire
underwriters or other similar organization, respecting the premises hereby
leased and the manner in which said premises are or should be used by Tenant.
ASSIGNMENT AND SUBLET
6. Not to assign this Lease, in whole or in part, or sublet the
leased premises, or any part or portion thereof, or grant any license or
concession for any part of the premises, without the prior written consent of'
Landlord, said permission shall not be unreasonably withheld, conditioned or
delayed. If such assignment or subletting is permitted, Tenant shall not be
relieved from any liability whatsoever under this Lease. Landlord shall be
entitled to all additional considerations over and above those stated in this
Lease, which are obtained in or for the sublease and/or assignment. Except in
the case of a "Permitted Assignment" as hereinafter defined no option rights
call be assigned or transferred by Tenant to an assignee or subtenant.
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Any sublet or assignment of' this Lease will be assessed with processing fees to
be paid for by Tenant as additional rent. Such fees shall not exceed $500.00.
Notwithstanding anything to the contrary contained in this Lease,
Tenant shall have the right, without the prior consent of Landlord, to assign
this lease or sublet the whole or any part of the leased premises to a
corporation or entity which: (i) is Tenant's parent organization; or, (ii) is a
wholly-owned subsidiary of Tenant or Tenant's parent corporation; or, (iii) is a
corporation of which Tenant or Tenant's parent owns in excess of fifty (50%) of
the outstanding capital stock; or, (iv) as a result of a consolidation or merger
with Tenant and/or Tenant's parent corporation, shall own all the capital stock
of Tenant or Tenant's parent corporation; or, (v) substantially all of Tenant's
assets may be transferred. Any transfer pursuant to (i), (ii), (iii), (iv), or
(v) above shall be subject to the following conditions: (a) Tenant shall remain
fully liable during the unexpired term of this lease; (b) any such assignment,
sublease, or transfer shall be subject to all of the terms, covenants, and
conditions of this lease and such assignee, subtenant, or transferee shall
expressly assume the obligations of Tenant under the Lease by a document
reasonably satisfactory to Landlord; and (c) shall be considered a "Permitted
Assignment".
INSURANCE
7. Tenant will not do anything in or about said premises that will
contravene or affect any policy of insurance against loss by fire or other
hazards, including, but not limited to, public liability now existing or which
Landlord may hereafter place thereon, or that will prevent Landlord from
procuring such policies in companies acceptable to Landlord. Tenant will do
everything reasonably possible, and consistent with the conduct of Tenant's
business, to obtain the greatest possible reduction in the insurance rates on
the Property, including the building in
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which the premises is situated. Tenant further agrees to pay, as additional
rent, any increase in the premium of any insurance carried by Landlord caused by
Tenant's occupancy, the nature of its business, any alterations or installations
made by Tenant, or otherwise resulting from any act of Tenant its agents,
employees or customers.
ALTERATIONS
8. (a) Tenant will not make any alterations in addition to original
improvements to the premises without the prior written consent of Landlord which
consent shall not be unreasonably withheld, conditioned or delayed. If Tenant
shall desire to make any such alterations, plans for the same shall first be
submitted to Landlord for approval, and the same shall be performed by Tenant at
its own expense, Tenant agrees that all such work shall be done in a good and
workmanlike manner, that the structural integrity of the building shall not be
impaired, that no liens shall attach to the building by reason thereof, and that
all alterations shall be in accordance with all applicable building codes.
(b) Tenant agrees to obtain at Tenant's expense all permits
pertaining to the alterations. Tenant also agrees to obtain, prior to commencing
to make such alterations and to keep in full force and effect at all times while
such alterations are being made, all at Tenant's sole cost and expense, such
policies of insurance pertaining to such alterations and/or to the making
thereof as Landlord reasonably may require Tenant to obtain, including, but not
limited to, public liability and property damage insurance, and to furnish
Landlord evidence satisfactory to Landlord of the existence of such insurance
prior to Tenant's beginning to make such alterations.
(c) Any such alterations shall become the property of Landlord as
soon as they are affixed to the premises and all right, title and interest
therein of Tenant shall immediately
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cease, unless otherwise agreed to by Landlord in writing. Landlord shall have
the sole right to collect any insurance for any damage of any kind caused by any
alterations or improvements placed upon the premises by Tenant. If the making
of' any such alterations, or the obtaining of any permits therefore shall
directly or indirectly result in a franchise, minor privilege or any other tax
or increase in tax, assessment or increase in assessment, such tax or assessment
shall be paid, immediately upon its levy and subsequent levy, by Tenant.
(d) Unless Landlord shall elect in writing that all or part of
any alterations, except the original improvement as indicated in Exhibit A,
installed by Tenant shall remain, the premises shall be restored to their
original condition by Tenant, at its own expense, before the expiration of its
tenancy.
(e) Any alterations or modifications (in addition to the
improvements as described herein in Section 34) Tenant requests Landlord to make
on Tenant's behalf during the term of this lease shall be due and payable as
additional rent.
(f) Notwithstanding anything to the contrary contained in this
Lease, Tenant shall be permitted to make any non-structural and non-material
alteration, and improvements, less than $5,000, without the prior written
consent of the Landlord. Tenant shall have the right at all times to install
furniture, equipment, and trade fixtures, provided that Tenant complies with all
applicable governmental rules, regulations, laws, statutes, and ordinances.
Tenant shall have the right, and the obligation, to remove, at the expiration or
sooner termination of this Lease, trade fixtures, furniture, and equipment;
however, Tenant shall, prior to the termination of this Lease, repair any damage
caused by such removal. Tenant shall not be required to make any
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structural alterations to the demised premises, including without limitation
installing sprinkler systems, fire doors or ADA complaint improvements.
MAINTENANCE
9. (a) Tenant will, during the term of this Lease, keep said demised
premises and appurtenance (including, but not limited to, interior and exterior
windows, interior and exterior doors, interior plumbing, all heating and air
conditioning. and interior and exterior electrical works thereof) in good order
and condition and will make all necessary repairs or replacement thereof at its
own expense. Tenant will be responsible for all exterminating services, except
termites, required in said demised premises. Landlord does, however, give a
ninety (90) day warranty on all of the above mentioned items. This warranty does
not include the required annual maintenance contract on the HVAC unit(s) as
described below. Any repair made by Landlord at the request of Tenant to
Tenant's demised premises shall be invoiced to Tenant and shall become due and
payable as additional rent. If Tenant does not make necessary repair within
thirty (30) days after receiving written notice from Landlord of the need to
make a repair, Landlord will proceed to make said repair and the cost of said
repair will become part of and in addition to the next due monthly rental.
(b) Tenant agrees to furnish to Landlord, at the expense of
Tenant, prior to occupancy, a copy of all executed and paid for annual
maintenance contract on all heating and air conditioning equipment which
furnishes HVAC for said Tenant premises only with a reputable company acceptable
to Landlord and said contract will be kept in effect during the term of the
Lease at the expense of Tenant. Should Tenant not provide a satisfactory HVAC
Maintenance contract to Landlord prior to occupancy, Tenant shall be provided a
contract through MIE
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Properties, Inc. Xxxxxxxx for this contract shall become due and payable upon
receipt of invoice and shall be considered additional rent.
(c) Landlord will make all necessary structural repairs to the
exterior masonry walls including the foundation, glass in exterior walls and
doors, structural floors, ceilings, roof, exterior of the building, equipment,
and all other structural elements, common areas and facilities of the building,
and any of the foregoing which shall be located in the demised premises, unless
the repair is due to misuse or neglect by Tenant or any of its employees,
agents, or contractors. Landlord agrees to commence repairs promptly after
demand from Tenant and shall thereafter be diligently prosecuted to completion.
(d) Tenant will, at the expiration of the term or at the sooner
termination thereof by forfeiture or otherwise, deliver up the demised premises
in the same good order and condition as they were at the beginning of the
tenancy, reasonable wear and tear excepted.
DEFAULT
10. If Tenant shall fail to pay said rental or any other sum required
by this Lease to be paid by Tenant and such failure shall continue for ten (10)
days after written notice thereof to Tenant, Landlord shall have, along with any
and all other legal remedies, the immediate right to make distress therefore,
and upon such distress, in Landlord's discretion, this tenancy shall terminate.
In case Tenant shall fail to comply with any of the other provisions, covenants,
or conditions of this Lease, on its part to be kept and performed, and such
default shall continue for a period of twenty (20) days after written notice
thereof shall have been given to Tenant by Landlord, and/or if Tenant shall fail
to pay said rental or any other sum required by the terms of this Lease to be
paid by Tenant. However, if a default shall be of a nature that it cannot
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reasonably be cured within such twenty (20) day period, Tenant shall have a
reasonable period of time in which to cure such default, provided Tenant shall
commence to cure such default within such twenty (20) day period and shall
diligently prosecute such cure to completion. Then, upon the happening of any
such event, and in addition to any and all other remedies that may thereby
accrue to Landlord, Landlord may do the following:
1. LANDLORD'S ELECTION TO RETAKE POSSESSION WITHOUT TERMINATION OF
LEASE. Landlord may retake possession of the leased premises and shall have the
light, but not the obligation, without being deemed to have accepted a surrender
thereof, and without terminating this Lease, to relet the same for the remainder
of the Lease term upon terms and conditions satisfactory to Landlord and if the
rent received from such reletting does not at least equal the rent and other
sums payable by Tenant hereunder, Tenant shall pay and satisfy the deficiency
between the amount of rent and other sums so provided in this Lease and the rent
received through reletting the Leased premises; and, in addition, Tenant shall
pay reasonable expenses in connection with any such reletting, including, but
not limited to, the cost of renovating, altering and decorating for any
occupant. leasing commissions paid to any real estate broker or agent, and
attorney's fees incurred. Notwithstanding the above Landlord agrees to use its
best efforts to relet the leased premises and mitigate Landlord's damages.
2. LANDLORD'S ELECTION TO TERMINATE LEASE. Landlord may terminate the
Lease and forthwith repossess the leased premises and be entitled to recover as
damages a sum of money equal to the total of the following amounts:
(a) any unpaid rent or any other outstanding monetary obligation
of Tenant to Landlord under the Lease;
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(b) the balance of the rent and other sums payable by Tenant for
the remainder of the lease term into be determined as of the date of Landlord's
re-entry;
(c) reasonable damages for the wrongful withholding of the leased
premises by Tenant;
(d) all reasonable legal expenses, including attorney's fees,
expert and witness fees, court costs and other costs incurred in exercising its
rights under the Lease;
(e) all reasonable costs incurred in recovering the leased
premises, restoring the Leased premises to good older and condition, and all
commissions incurred by Landlord in reletting the leased premises; and
(f) any other reasonable amount necessary to compensate Landlord
for all detriment caused by Tenant's default.
DAMAGE
11. In the case of the total destruction of said leased premises by
fire, other casualties, the elements or other cause, or of such damage thereto,
Landlord shall within thirty (30) days after such fire or other casualty notify
Tenant of the length of time required to complete the restoration thereof. If
the leased premises shall be rendered totally unfit for occupancy by Tenant for
more than forty five (45) days, this Lease, upon surrender and delivery to
Landlord of the said leased premises by Tenant, together with the payment of the
rent to the date of such occurrence shall terminate and be at an end. If the
leased premises are tendered partly untenantable by any cause mentioned in the
preceding sentence, Landlord shall at its own expense, restore said leased
premises with all reasonable diligence, and the rent shall be abated
proportionately for the period
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of said partial untenantability and until the leased premises shall have been
fully restored by Landlord.
Notwithstanding to the contrary in this Lease, if the demised premises
are substantially damaged or destroyed so that Tenant cannot conduct its normal
business operations and if such damage has not been repaired within ninety (90)
days thereafter, Tenant shall have the right to terminate this Lease.
BANKRUPTCY
12. In the event of the appointment of a receiver or trustee for
Tenant by any court, Federal or State, in any legal proceedings under any
provisions of the Bankruptcy Act, if the appointment of such receiver or such
trustee is not vacated within sixty (60) days, or if said Tenant be adjudicated
bankrupt or insolvent, or shall make all assignment for the benefit of its
creditors, then and in any of said events, Landlord may, at its option,
terminate this tenancy, and re-enter upon said premises.
POSSESSION/BENEFICIAL OCCUPANCY
13. Landlord covenants and agrees that possession of said premises
shall be given to Tenant as soon as said premises are ready for occupancy. In
case possession, in whole or in part, cannot be given to Tenant on or before the
commencement date of this Lease, Landlord agrees to xxxxx the rent
proportionately until possession is given to said Tenant, and Tenant agrees to
accept such prorated abatement as liquidated damages for the failure to obtain
possession. Landlord shall use its best efforts to deliver the leased premises
to Tenant by March 16, 2000.
If Tenant occupies any portion of' the premises prior to tender of
possession thereof by Landlord, such partial occupancy shall be deemed to be
beneficial occupancy and a proportionate
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share of the rent shall be due and payable as to that portion of the premises so
occupied, immediately upon Tenant's occupancy. Such occupancy by Tenant and rent
thereby due shall not depend on official governmental approval of such
occupancy, state of completion of building availability or connection of
utilities and services such as but not limited to sewer, water, gas, oil, or
electric. No rent credit shall be given because of lack of utilities or services
unless caused by the gross negligence of Landlord.
SIGNS, ETC.
14. Tenant covenants and agrees that:
(a) It will not place or permit any signs, lights, awnings or
poles on or about the exterior of said premises without file prior permission,
in writing, of Landlord and in the event such consent is given, Tenant agrees to
pay any minor privileges or other tax.
(b) Landlord is to immediately remove and dispose of any of the
unauthorized aforementioned items at the expense of Tenant and said reasonable
cost shall become part of and in addition to the next due monthly rental, as
additional rent. Tenant further covenants and agrees that it will not paint or
make any changes in or on the outside of said premises without the written
permission of Landlord. Tenant agrees that it will not do anything on the
outside of said premises to change file uniform architecture, paint or
appearance of said building, without the written consent of Landlord.
(c) Landlord shall have the right to place a "For Rent" sign on
any portion of said premises for ninety (90) days prior to termination of this
Lease and to place a "For Sale" sign thereon at any time.
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EXTERIOR OF PREMISES
15. Tenant further covenants and agrees not to put any items on the
sidewalk or parking lot in the front, rear, or sides of said building or block
said sidewalk, and not to do anything that directly or indirectly will take away
any of the rights of ingress or egress or of light from any other tenant of
Landlord or do anything which will, in any way, change the uniform and general
design of any property of Landlord of which the leased premises hereby leased
shall constitute a part.
WATER DAMAGE
16. Tenant covenants and agrees that Landlord shall not be held
responsible for and Landlord is hereby released and relieved from any liability
by reason of or resulting from damage or injury to person or property of Tenant
or of anyone else, directly or indirectly caused by (a) dampness or water in any
part of said premises or in any part of any other property of Landlord or of
others and/or (b) any leak or break in any part of said premises or in any part
of any other property of Landlord or of' others or in the pipes of the plumbing
or heating works thereof, unless the damage is due to Landlord's or Landlord's
employees, agents, or contractor's negligence or willful misconduct.
LIABILITY
17. Landlord shall not be liable to Tenant for any loss or damage to
Tenant or to any other person or to the property of Tenant or of any other
person unless such loss or damage shall be caused by or result from a negligent
act of emission or commission or the willful misconduct on the part of Landlord
or any of its agents, servants, or employees. Tenant shall indemnify and save
harmless Landlord, its successors or assigns, from all claims and demands of
every kind,
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that may be brought against it, them or any of them for or on account or any
damage, loss or injury to persons or property in or about the leased premises
during the continuance of this tenancy, or during the time of any alterations,
repairs, improvements or restorations to said property by Tenant and arising in
connection therewith, and from any and all costs, expenses and other charges,
including reasonable attorney's fees, which may be imposed upon Landlord, its
successors or assigns, or which it or they may be obligated to incur in
consequence thereof'. Tenant shall also carry and pay for a general liability
policy including fire damage liability naming Landlord as an additional insured,
with combined single limits of not less than $2,000,000.00, and will furnish
Landlord with certificate of same showing a thirty (30) day notice of
cancellation clause.
RIGHT OF ENTRY
18. It is understood and agreed that Landlord, and its agents,
servants, and employees, including any builder or contractor employed by
Landlord, shall have, and Tenant hereby gives them and each of them, the
absolute, and unconditional right, license and permission, at any and all
reasonable times, and for any reasonable purpose whatsoever, to enter through,
across or upon the leased premises or any part thereof, and, at the option of
Landlord, to make such reasonable repairs to or changes in said premises as
Landlord may deem necessary or proper. Notwithstanding anything to the contrary
in this lease, except in the case of emergency, Landlord shall use its best
efforts to give reasonable advance notice to Tenant before Landlord, and its
agents, servants, and employees, including any builder or contractor employed by
Landlord, enters the demised premises.
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EXPIRATION
19. It is agreed that the term of this Lease expires on September 30,
2005 without the necessity of any notice by or to any of the parties hereto. If
Tenant shall occupy the leased premises after such expiration, it is understood
that, in the absence of any written agreement to the contrary said Tenant shall
hold said premises as a "Tenant from month-to-month", subject to all the other
terms and conditions of this Lease, at one and one half times (1 1/2) times the
highest monthly rental installment reserved in this Lease; provided that
Landlord shall, upon such expiration, be entitled to the benefit of all public
general or public local laws relating to the speedy recovery of the possession
of' lands and tenements held over by Tenant that may be now in force or may
hereafter be enacted.
Prior to Lease expiration, Tenant agrees to schedule all inspection
with Landlord to confirm that the leased premises will be in proper order at
expiration, including, but not limited to, lighting, mechanical, electrical and
plumbing systems.
CONDEMNATION
20. It is agreed that in the event condemnation proceedings are
instituted against the leased premises and possession taken by the condemning
authority, then this Lease shall terminate at the date possession is taken and
Tenant shall not be entitled to recover any part of the award.
SUBORDINATION
21. It is agreed that Landlord shall have the right to place a
mortgage or deed of trust on the premises and this Lease will be subordinate to
any such mortgage or deed of trust whether presently existing or hereafter
placed on the premises. Tenant agrees to execute any and all
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reasonable documents assisting the effectuating of said subordination.
Furthermore, if any person or entity shall succeed to all or part of Landlord's
interest in the leased premises, whether by purchase, foreclosure, deed in lieu
of foreclosure, power of sale, or otherwise, Tenant shall automatically attorn
to such successor in interest, which attornment shall be self operative and
effective upon the signing of this Lease, and Tenant shall execute such other
agreement in confirmation of such attornment as such successor in interest shall
reasonably request.
NOTICES
22. Any written notice required by this Lease shall be deemed
sufficiently given, if hand delivered, or sent via first class mail, certified
mail or by overnight courier service. Any notice required by this Lease is to be
sent to Landlord at:
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Any notice required by this Lease is to be sent to Tenant at:
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxx 00000
REMEDIES NOT EXCLUSIVE
23. No remedy conferred upon Landlord shall be considered exclusive of
any other remedy, but shall be in addition to every other remedy available to
Landlord under this Lease or as a matter of law. Every remedy available to
Landlord may be exercised concurrently or from time to time, as often as the
occasion may arise. Tenant hereby waives any and all rights which it may have to
request a jury trial in any proceeding at law or in equity in any court of
competent jurisdiction.
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NON-WAIVER
24. It is agreed that the failure of Landlord to insist in any one or
more instances upon a strict performance of any covenant of this Lease or to
exercise any right herein contained shall not be construed as a waiver or
relinquishment for the future of such covenant or right, but the same shall
remain in full force and effect, unless the contrary is expressed in writing by
Landlord. The receipt of rent by Landlord, with knowledge of any breach of this
Lease by Tenant or of any default on the part of Tenant hereunder, shall not be
deemed to be a waiver of any provisions of this Lease. Neither acceptance of the
keys nor any other act or thing done by Landlord or any agent or employee of
Landlord shall be deemed to be an acceptance of a surrender of the premises,
excepting only an agreement in writing by Landlord accepting or agreeing to
accept such surrender.
SECURITY DEPOSIT AND FINANCIAL STATEMENTS
25. A security deposit of $3,612.50 is required to accompany this
Lease, when submitted for approval by Landlord, subject to all the conditions of
the Security Deposit Agreement attached. If this Lease is not approved by
Landlord within thirty (30) days of its submission to Landlord, the security
deposit will be refunded in full. Landlord shall have the right to require
annual financial statements for Tenant and/or any Guarantor of this Lease.
Tenant or Guarantor shall provide written answers to any questions from Landlord
which are related to Tenant's financial statements or provide written
projections on Tenant's business, if the financials are unacceptable to
Landlord.
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FINAL AGREEMENT
26. This Lease contains the final and entire agreement between the
parties hereto, and neither they nor their agents shall be bound by any terms,
conditions or representations not herein written.
LEGAL EXPENSE
27. In the event, to enforce the terms of this Lease, either party
files legal action against the other, and is successful in said action, the
losing party agrees to pay all reasonable expenses to the prevailing party,
including the reasonable attorney's fee incident to said legal action. In the
event that Landlord is successful in any legal action filed against Tenant,
Landlord's reasonable attorney's fees incident to said legal action shall be due
as additional rent.
LAND
28. It is agreed that the leased premises is the building area
occupied by Tenant and only the land under that area.
RELOCATION
29. Landlord shall have the right at any time during the lease term,
upon not less than sixty (60) days written notice to Tenant, to relocate Tenant
to another location within the Property, provided: (a) the new location is
similar or better in size, utility and appearance to the premises hereby demised
and (b) Landlord pays all reasonable moving costs, including but not limited to
telephone and computer wiring and new stationery and other expenses associated
with relocating an office, incurred by Tenant in connection with such move. The
parties shall, upon Landlord's request, execute an amendment to this Lease which
will specify the change in leased premises, but this Lease shall in no other
respect be amended. Notwithstanding anything to the
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contrary in this Lease, Landlord may only exercise the right to relocate Tenant
once during the original lease term.
ENVIRONMENTAL REQUIREMENTS
30. Tenant hereby covenants and agrees that if at any time it is
determined that there are materials placed on the premises by Tenant or its
agents, servants, employees or invitees which, under any environmental
requirements, require special handling in collection, storage, treatment or
disposal, Tenant shall, within thirty (30) days after written notice thereof,
take or cause to be taken, at its sole expense, such actions as may be necessary
to comply with all environmental requirements. If Tenant shall fail to take such
action, Landlord may make advances or payments towards performance or
satisfaction of the same but shall be under no obligation to do so, and all sums
so advanced or paid, including all sums advanced or paid in connection with any
judicial or administrative investigation or proceeding relating thereto,
including, without limitation, reasonable attorney's fees, fines, or other
penalty payments, shall be at once repayable by Tenant as additional rent and
shall bear interest at the rate of two (2%) per annum above the Prime Rate from
time to time as published by the Wall Street Journal, from the date the same
shall become due and payable until the date paid. Failure of Tenant to comply
with all environmental requirements shall constitute and be a default under this
Lease.
Tenant will remain totally liable hereunder regardless of any other
provisions which may limit recourse.
SEVERABILITY
31. In case any one or more of the provisions contained in this Lease
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or
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unenforceability shall not affect any other provisions of this Lease, but this
Lease shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein.
LATE CHARGE
32. If Tenant shall fail to pay when due, after applicable notice and
grace periods, the said rental or any other sum required by the terms of this
lease to be paid by Tenant. then, upon the happening of any such event, and in
addition to any and all other remedies that may thereby accrue to Landlord,
Tenant agrees to pay to Landlord a late charge of five percent (5%) of the
monthly account balance. The late charge on the base rent accrues after ten (10)
days of the due date and said late charge shall be collectible as additional
rent.
In the event Tenant's rent is received fifteen (15) days after due
date, Landlord has the option to require the rental payment be made with a
certified or cashier's check.
QUIET ENJOYMENT
33. Tenant, upon paying the rent, additional rent and other charges
herein provided for and observing and keeping all of its covenants, agreements
and conditions in this Lease, shall quietly have and enjoy the premises during
the term of this Lease without hindrance or molestation by anyone claiming by or
through Landlord; subject, however, to all exceptions, reservations and
conditions of this Lease.
LANDLORD'S WORK
34. The Leased premises shall contain only the following items at the
expense of Landlord:
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35. As per Exhibit "A", using building standard materials. Landlord
has allocated a $20.00 per square foot allowance for Tenant's interior
improvements. Should Tenant exceed this allowance, Tenant will be responsible
for the extra costs.
WINDOW COVERINGS
36. Tenant covenants and agrees not to install any window covering,
other than a one-inch horizontal mini-blind of an off-white color, unless
approved in writing by Landlord.
RULES AND REGULATIONS
37. Tenant shall at all times comply with the Rules and Regulations
attached hereto. Landlord shall use its best efforts to enforce the Rules and
Regulations equitably against all tenants of the property.
ESTOPPEL CERTIFICATE
38. Tenant and/or Landlord shall, at any time during the term of this
Lease or any renewal thereof, upon request of the other party, execute,
acknowledge, and deliver to such party or its designee, a statement in writing,
certifying that this Lease is unmodified and in full force and effect if such is
the fact.
ADDITIONAL RENT
39. All sums of money required to be paid by Tenant to Landlord
pursuant to the terms of this Lease, unless otherwise specified herein, shall be
considered additional rent and shall be collectible by Landlord as additional
rent, in accordance with the terms of this Lease.
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EXCULPATION CLAUSE
40. Neither Landlord nor any principal, partner. member, officer,
director, trustee or affiliate of' Landlord (collectively, "Landlord
Affiliates") shall have any personal liability under any provision of this
Lease.
OPTIONS
41. Provided Tenant is not then in default thereunder, after
applicable notice and grace periods, Tenant may extend the term of this Lease
and as it may be amended from time to time, for one (i) further successive
period of five (5) years each, by notifying Landlord in writing of its intention
to do so at least one hundred twenty (120) days prior to the expiration of the
then current term. The annual rental for each succeeding extension shall be
adjusted as follows:
(a) If at the end of the original term of this Lease or at the
end of any renewal term, the official Consumers' Price Index for All Urban
Consumers (CPIU), U.S. Average, All Items, published by the Bureau of Labor
Statistics, U.S. Department of Labor (1982 - 1984=100) (the "CPI") is in excess
of the CPI at the date of the commencement of the original term of this Lease,
the annual rental for the succeeding Lease term shall be determined by
multiplying said $65,025.00 by a fraction, the numerator of which is the CPI six
months prior to the end of the current Lease term, and the denominator of which
is the CPI six months prior to the date of the commencement of the original term
of this Lease. The monthly installments of rent shall be adjusted accordingly,
provided, however, that the annual rental payable by Tenant under this Lease
never be less than $73, 186.21, during the extension term.
(b) In the event the Bureau of Labor Statistics shall cease to
publish the aforesaid Index in its present form and calculated on the present
basis, a similar index or an index reflecting similar changes in the cost of
living shall be chosen by agreement of the parties. In the
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event the parties are unable to agree upon the selection of such an index, such
dispute shall be submitted to arbitration in accordance with the rules of the
American Arbitration Association.
(c) If the option to extend the term of this Lease is not timely
exercised, the unexercised option to extend shall automatically become null and
void.
(d) The right to extend the term of this Lease may be exercised
only by the undersigned Tenant or a "Permitted Assignment" for its continued use
and occupancy of the Leased premises and only if it is in possession of the
Leased premises and operating a permitted use when it exercises the right.
approved an assignment of this Lease. However, if Tenant assigns this Lease,
with Landlord's consent to any corporation into which or with which Tenant
merges or consolidates and/or to any parent, subsidiary, or affiliated
corporation, the assignee may exercise such right to renew.
(e) If Tenant shall not cure a default under the Lease, after
applicable notice and grace periods, all unexercised rights to extend the term
of the Lease shall automatically be extinguished and become null and void.
AS WITNESS THE HANDS AND SEALS OF THE PARTIES HERETO THE DAY AND YEAR FIRST
ABOVE WRITTEN:
WITNESS: TENANT: International Dispensing Corporation
/s/ Xxxx Xxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------- ---------------------------
Printed Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President/CFO
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WITNESS: LANDLORD: MIE Properties, Inc., as agent for
owner
By: /s/ Xxxxxx X. Xxxxxx
------------------------- -----------------------
Printed Name: Xxxxxx X. Xxxxxx
Title: Vice President
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SECURITY DEPOSIT AGREEMENT
This is NOT a rent receipt.
Date November 30, 1999
-----------------
Received from International Dispensing Corporation, the amount of
$3,612.50, as security deposit for premises 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxxxxx, Xxxxxxxx 00000.
Landlord agrees that, subject to the conditions listed below, this
security deposit will be returned in full within thirty (30) days of vacancy.
Tenant agrees that this security deposit may not be applied by Tenant
as rent and that the full monthly rent will be paid on or before the first day
of every month, including the last month of occupancy, Tenant further agrees
that a mortgagee of' the property demised by the Lease to which this Security
Deposit Agreement is appended and/or a mortgagee thereof in possession of 'said
property and/or a purchaser of said property at a foreclosure sale shall not
have any liability to Tenant for this security deposit.
SECURITY DEPOSIT RELEASE PREREQUISITES:
----------------------------------------
1. Full term of Lease has expired.
2. No damage to property beyond fair wear and tear.
3. Entire Leased premises clean and in order.
4. No unpaid late charges or delinquent rents, or other delinquent
sums payable by Tenant.
5. All keys returned.
6. All debris and rubbish and discards placed in proper rubbish
containers.
7. Forwarding address left with Landlord.
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AS WITNESS THE HANDS AND SEALS OF THE PARTIES HERETO THE DAY AND YEAR FIRST
ABOVE WRITTEN:
WITNESS: TENANT: International Dispensing Corporation
/s/ Xxxx Xxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------ ---------------------------
WITNESS: LANDLORD: MIE Properties, Inc., as agent for
owner
By: /s/ Xxxxxx X. Xxxxxx
------------------------ -----------------------
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RULES AND REGULATIONS
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxx 00000
1. The Common Facilities, and the sidewalks, driveways, and other public
portion of the Property (herein "Public Areas") shall not be obstructed
or encumbered by Tenant or used for any purpose other than ingress or
egress to and from its premises, and Tenant shall not permit any of'
its employees, agents. licensees or invitees to congregate or loiter in
any of the Public Areas. Tenant shall not invite to, or permit to visit
its premises, persons in such numbers or under such conditions as may
interfere with the use and enjoyment by others of the Public Areas.
Landlord reserves the right to control and operate, and to restrict and
regulate the use of, the Public Areas and the public facilities, as
well as facilities furnished for the common use of Tenants, in such
manner as it deems best for the benefit of Tenants generally.
2. No bicycles, animals (except seeing eye dogs) fish or birds of any kind
shall be brought into, or kept in or about any premises within the
Building.
3. No noise, including, but not limited to, music, the playing of' musical
instruments, recordings, radio or television, which, in the judgement
of Landlord, might disturb other tenants in the Building, shall be made
or permitted by any tenant.
4. Tenant's premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.
5. Tenant shall not cause or permit any odors of cooking or other
processes, or any unusual or objectionable odors, to emanate from its
premises which would annoy other tenants or create a public or private
nuisance.
6. Plumbing facilities shall not be used for any purpose other than those
for which they were constructed, and no sweepings, rubbish, ashes,
newspapers or other substances or any kind shall be thrown into them.
7. Tenant agrees to keep the Leased Premises in a neat, good and sanitary
condition and to place garbage, trash, rubbish and all other
disposables only where Landlord directs.
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8. Landlord reserves the right to rescind, alter, waive or add, any Rule
or Regulation at any time prescribed for the Building when, in the
reasonable judgment of Landlord, Landlord deems it necessary or
desirable for the reputation, safety, character, security, care,
appearance or interests of the Building, or the preservation of' good
order therein, or the operation or maintenance of the Building, or the
equipment thereof, or the comfort of tenants or others in the Building.
No rescission, alteration, waiver or addition of any Rule or Regulation
in respect of' one tenant shall operate as a rescission, alteration or
waiver in respect of any other tenant.
9. Tenant shall have the non-exclusive right to park in parking spaces in
front of and behind tenant's Leased Premises. Landlord warrants that
the parking space ratio shall never be less than four (4) spaces to
every 1,000 square feet of rentable building area.
10. Tenant shall not place any storage trailers or other storage containers
of any type outside Tenant's premises.
11. Tenant shall not park, on a permanent or semi permanent basis, any
trailers behind any dock doors or in any other location outside
Tenant's premises for the purpose of storage.
12. Non-compliance with any of the above rules and regulations may, in
Landlord's reasonable judgement, result in a monetary fine not to
exceed $25.00 per day, Landlord will notify Tenant of such violations
and Tenant will have ten (10) days to rectify, after which, daily fine
will be applied.
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