Exhibit 10.37
LEASE - BUSINESS PROPERTY
THIS LEASE AGREEMENT, is effective the 10th
day of April, 2003 by Maust Asset
Management Co., LLC, a Minnesota limited
liability company ("Landlord") whose
address for the purpose of this lease is
5785 Starview Lane, Prior Lake, MN
55372 and Greenman Technologies of Iowa,
Inc., an Iowa corporation ("Tenant")
whose address for the purpose of this lease
is 1914 E. Euclid Avenue, Unit "A",
Des Moines, IA 50313.
1.
PREMISES AND TERM. The Landlord, in consideration of the rents,
agreements and conditions herein contained,
leases to Tenant and Tenant leases
from Landlord, according to the terms and
provisions of this lease, the
following described "premises", situated in
Polk County, Iowa:
Landlord's entire building located at 1914
East Euclid, Unit "A", Des Moines,
Iowa and all outside parking and storage
areas.
with the improvements thereon, and all
rights, easements and appurtenances,
which, more particularly, includes the
space and premises as may be shown on
"Exhibit A," if attached, for a term of 10
years, commencing at midnight of the
day previous to the first day of the lease
term, which shall be on the 10th day
of April, 2003 and ending at midnight on
the last day of the lease term, which
shall be on the 30th day of April, 2013,
upon the condition that the Tenant pays
rent thereof, and otherwise performs as in
this lease provided.
2. RENTAL.
Tenant agrees to pay to Landlord as rental for said term as
follows: See Paragraph 29(D) on Addendum
attached.
In
addition to the above monthly rental Tenant shall also pay:
security
deposit of $8,250, receipt of which is
acknowledged
All sums
shall be paid at the address of Landlord, as above designated,
or
at such other place as the Landlord may,
from time to time, designate in
writing.
Delinquent
payments shall draw interest at 12% per annum from the due
date, until paid.
2 (1).
MULTIPLE TENANTS. If any other tenants in adjoining premises
share
responsibility with Landlord and Tenant for
any expenses, the percentages
allocated to Landlord and Tenant in this
lease shall represent only their
respective portions of the total shared
expenses. Therefore, their percentages
may total less than 100%. Nothing shall
prevent the Landlord from paying a
Tenant's share of an expense, and billing
the Tenant for the amount so paid.
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<PAGE>
2. (2) "TRIPLE NET"
PROVISION. (OPTIONAL) This Provision shall be applicable.
INITIAL IF APPLICABLE.
Tenant agrees that all duties and obligations to repair,
maintain and provide utilities and services (paragraphs 6 and
__________ 7),
to pay taxes and special assessments (paragraph 10) and to
Landlord
pay for casualty and liability insurance (paragraph 11) shall
be borne solely by Tenant during the term of this lease. (If
the parties select this provision, all duties and obligations
__________ set
forth in paragraphs 6, 7 and 10 shall be performed by the
Tenant
Tenant).
3.
POSSESSION. Tenant shall be entitled to possession on the first day
of
the term of this lease and shall yield
possession to the Landlord at the end of
the lease term, except as herein otherwise
expressly provided. Should Landlord
be unable to give possession on said date,
Tenant's only damages shall be a
rebating of the pro rate rental.
4. USE OF
PREMISES. Tenant covenants and agrees during the term of this
lease to use and to occupy the leased
premises only for tire recycling business.
5. QUIET
ENJOYMENT. Landlord covenants that its estate in the premises
is
in fee simple and that the Tenant, if not
in default, shall peaceably have, hold
and enjoy the premises for the term of this
lease. Landlord shall have the right
to mortgage all of its right, title,
interest in said premises at any time
without notice, subject to this lease.
6.
EQUIPMENT, DECORATING, REPLACEMENT, REPAIR AND MAINTENANCE.
DEFINITIONS
"Maintain"
means to clean and keep in good condition.
"Repair"
means to fix and restore to good condition after damage,
deterioration or partial destruction.
CONDITION OF PREMISES
A. Tenant
takes the premises in its present condition, except for such
repairs and alterations as may be expressly
otherwise provided in this lease.
REPAIRS AND
MAINTENANCE
B. Tenant
shall replace and repair the structural parts of the building.
For purposes of this lease, the structural
parts of the building shall mean the
foundation, exterior walls, load bearing
components of interior floors and
walls, the roof and all sewers, pipes,
wiring and electrical fixtures outside of
the structure.
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<PAGE>
C. Repairs
shall be performed and paid for by the parties as follows:
PERFORMANCE
PAYMENT
-----------
-------
L = Landlord
T = Tenant
% Landlord % Tenant
Interior walls, floors, and
ceilings
T
0
100
-------------------------------------------
Sewer, plumbing, fixtures, pipes,
wiring, electrical fixtures
within the structure
T
0
100
-------------------------------------------
Heating equipment
T
0
100
-------------------------------------------
Air conditioning equipment
T
0
100
-------------------------------------------
Plate glass (replacement)
T
0
100
-------------------------------------------
Sidewalks
T
0
100
-------------------------------------------
Parking areas
T
0
100
-------------------------------------------
Other common areas
T
0
100
-------------------------------------------
D. Tenant
shall be responsible for all maintenance, including, but not
limited to, painting exterior walls and
maintaining and repairing the structural
parts of the premises. If Tenant has shared
maintenance responsibilities with
other Tenants, this Tenant's share of the
cost of maintenance is _____ %.
E. Any
repair or maintenance not specifically provided for above shall
be
performed and paid for by Tenant.
F. Each
party shall perform their responsibilities of repair and
maintenance to the end that the premises
will be kept in a safe and serviceable
condition. Neither party will permit nor
allow the premises to be damaged or
depreciated in value by any act, omission
to act, or negligence of itself, its
agents or employees.
EQUIPMENT, DECORATING AND ALTERATIONS - AS NEEDED
G. The
following items of equipment, furnishings and fixtures shall be
supplied and replaced by the parties as
follows:
SUPPLIED
REPLACED
--------
--------
L = Landlord
L = Landlord
T = Tenant
T = Tenant
Heating
equipment
L
T
----------------------------------------
Air
conditioning equipment
L
T
----------------------------------------
Carpeting/floor covering
L
T
----------------------------------------
Drapes,
shades, blinds
L
T
----------------------------------------
Any
similar equipment, furnishings and fixtures not specifically
provided
for above shall be provided and paid for by
Tenant. Tenant acknowledges that
Landlord has supplied the above-mentioned
equipment, decorating and alterations
which Tenant accepts. Any equipment,
furnishings or fixtures to be supplied by
Tenant shall be subject to the Landlord's
prior written approval as to quality
and method of installation. Tenant shall
provide all trade equipment,
furnishings and fixtures used in connection
with the operation of its business,
such as telephones, computers, desks,
chairs, shelving and similar items.
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<PAGE>
H. Landlord shall provide
and pay for the following items of interior
decorating:
________________________________________________________________________________
________________________________________________________________________________
Tenant shall be responsible for all
interior decorating. Tenant shall make no
structural alterations or improvements
without the prior written consent of the
Landlord, which shall not be unreasonably
withheld.
AMERICANS WITH DISABILITIES ACT
I. Tenant
will make no unlawful use of said premises and agrees to comply
with all valid regulations of the Board of
Health, City Ordinances or applicable
municipality, the laws of the State of Iowa
and the Federal government, but this
provision shall not be construed as
creating any duty by Tenant to members of
the general public, provided, however,
responsibility for compliance with the
Americans with Disabilities Act shall be
performed and paid for by the parties
as follows:
% Landlord
% Tenant
Common
areas
0
100
-------------------------------------
Tenants
area
Initial compliance(specify)
0
100
-------------------------------------
Future compliance
0
100
-------------------------------------
7.
UTILITIES AND SERVICES. Utilities and services shall be furnished
and
paid for by the parties as follows:
FURNISHED
PAYMENT
---------
-------
L = Landlord
T = Tenant
% Landlord % Tenant
Electricity
T
0
100
----------------------------------------------
Gas
T
0
100
----------------------------------------------
Water and Sewer
T
0
100
----------------------------------------------
Garbage/Trash
T
0
100
----------------------------------------------
Janitor/Cleaning
T
0
100
----------------------------------------------
Common Areas
T
0
100
----------------------------------------------
Other
Telecommunications
T
0
100
----------------------------------------------
Snow
and ice removal
T
0
100
----------------------------------------------
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<PAGE>
8.
TERMINATION, SURRENDER OF PREMISES AT END OF TERM - REMOVAL OF
FIXTURES
(a) TERMINATION. This lease shall terminate upon expiration of
the
original term; or if this lease expressly
provides for any option to renew, and
if any such option is exercised by the
Tenant, then this lease will terminate at
the expiration of the option term or
terms.
(b) [Intentionally omitted.]
(c) SURRENDER. Tenant aggress that upon the termination of this
lease it will surrender and deliver the
premises in good and clean condition,
except the effects of ordinary wear and
tear and depreciation arising from lapse
of time, or damage without fault or
liability of Tenant.
(d) HOLDING OVER. Continued possession by Tenant, beyond the
expiration of its tenancy, coupled with the
receipt of the specified rental by
the landlord (and absent a written
agreement by both parties for an extension of
this lease, or for a new lease) shall
constitute a month to month extension of
this lease.
(e) REMOVAL OF FIXTURES. Tenant may, at the expiration of its
tenancy, if Tenant is not in default,
remove any fixtures or equipment which
Tenant has installed in the premises,
providing Tenant repair any and all
damages caused by removal. Tenant may not
remove any item described in Paragraph
6 (G) of this Lease.
9.
ASSIGNMENT AND SUBLETTING. Any assignment of this lease or
subletting
of the premises or any part thereof,
without the Landlord's prior written
permission shall at the option of the
Landlord, make the rental for the balance
of the lease term due and payable at once.
Such written permission shall not be
unreasonably withheld.
10. REAL
ESTATE TAXES.
A. All installments of real estate taxes would become delinquent
if
not paid during the term of this lease,
shall be paid by the parties in the
following proportions:
Landlord ____0____%
Tenant__100___%
B. Any increase in such installments that exceeds the amount of
the
installment that would be delinquent if not
paid by 9/30/2003 shall be paid as
follows:
Landlord ____0____%
Tenant__100___%
C. PERSONAL PROPERTY TAXES. Tenant agrees to timely pay all
taxes,
assessments or other public charges levied
or assessed by lawful authority
against its personal property on the
premises during the term of this lease.
D. SPECIAL ASSESSMENTS. Special assessments that would be
delinquent
if not paid during the term of this lease
shall be timely paid by the parties in
the following proportions.
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<PAGE>
Landlord ____0____%
Tenant__100___%
E. Each party reserves its right of protest of any assessment
of
taxes. See Paragraph 29(E) on Addendum
attached.
11.
INSURANCE
A. PROPERTY INSURANCE. Landlord and Tenant agree to insure
their
respective real and personal property for
the full insurable value. Such
insurance shall cover losses included in
the Insurance Services Office Board
Form Causes of Loss (formerly fire and
extended coverage). To the extent
permitted by their policies the Landlord
and Tenant waive all rights of recovery
against each other. See Paragraph 29(F) on
Addendum attached.
B. LIABILITY INSURANCE. Tenant shall obtain commercial general
liability insurance in the amounts of
$1,000,000.00 each occurrence and
$10,000,000.00 annual aggregates per
location. Such policy shall include
liability arising from premises operations,
independent contractors, personal
injury, products and completed operations
and liability assumed under an insured
contract. This policy shall be endorsed to
include the Landlord as an additional
insured.
C. CERTIFICATE OF INSURANCE. Prior to the time the lease takes
effect the Tenant will provide the Landlord
with a certificate of insurance with
these property and liability insurance
requirements, such certificates shall
include 30 days advance notice of
cancellation to the Landlord. A renewal
certificate shall be provided prior to
expiration of the current policies.
Landlord shall be named as an additional
insured in each of such policies.
D. ACTS BY TENANT. Tenant will not do or omit doing of any act
which
would invalidate any insurance, or increase
the insurance rates in force on the
premises.
E. RECOMMENDATIONS - IOWA INSURANCE SERVICES OFFICE. Tenant
further
agrees to comply with recommendations of
Iowa Insurance Services Office and to
be liable for and to promptly pay, as if
current rental, any increase in
insurance rates on said premises and on the
building of which said premises are
a part due to increased risks or hazards
resulting from Tenant's use of the
premises otherwise than as herein
contemplated and agreed.
F. Landlord and Tenant shall each provide a copy of this lease
to
their respective insurers.
12.
LIABILITY FOR DAMAGE. Each party shall be liable to the other for
all
damage to the property of the other
negligently, recklessly or intentionally
caused by that party (or their agents,
employees or invitees), except to the
extent the loss is insured and subrogation
is waived under the owner's policy.
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<PAGE>
13.
INDEMNITY. Except as provided in paragraph 21(A)(5) and except for
the
negligence of Landlord, Tenant will
protect, defend and indemnify Landlord from
and against any and all loss, costs, damage
and expenses occasioned by, or
arising out of, any accident or other
occurrence, causing or inflicting injury
or damage to any person or property,
happening or done in, upon or about the
premises, or due directly or indirectly to
the tenancy, use or occupancy
thereof, or any part thereof by Tenant or
any person claiming through or under
Tenant.
14. FIRE
AND CASUALTY. (a) PARTIAL DESTRUCTION OF PREMISES. In the event
of a partial destruction or damage of the
premises, which is a business
interference which prevents the conducting
of a normal business operation and
which damage is reasonably repairable
within 60 days after its occurrences, this
lease shall not terminate but the rent for
the premises shall abate during the
time of such business interference. In the
event of a partial destruction,
Landlord shall repair such damages within
60 days of its occurrence unless
prevented from so doing by acts of God,
government regulations, or other causes
beyond Landlord's reasonable control.
(b) ZONING. Should the zoning ordinances of the municipality in
which this property is located make it
impossible for Landlord to repair or
rebuild so that Tenant is not able to
conduct its business on these premises,
then such partial destruction shall be
treated as a total destruction as
provided in the next paragraph.
(c)
TOTAL DESTRUCTION OF BUSINESS USE. In the event of a
destruction
or damage of the leased premises including
the parking area (if parking area is
a part of this lease) so that Tenant is not
able to conduct its business on the
premises or the then current legal use for
which the premises are being used and
which damages cannot be repaired within
sixty (60) days this lease may be
terminated at the option of either the
Landlord or the Tenant. Such termination
in such event shall be affected by written
notice of one party to the other,
within 30 days after such destruction.
Tenant shall surrender possession within
10 days after notice issues and each party
shall be released from all future
obligations, and Tenant shall pay rent pro
rata only to
