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This excerpt taken from the API 8-K filed Jan 13, 2010. ARTICLE III
TAXES
Section 1. Tenant shall pay, as
additional rent, to Landlord during the term of this Lease its proportionate
share of all taxes and assessments which may be levied or assessed by any lawful
authority, for each calendar year during the term hereof, against the land,
building or improvements comprising the leased premises. (Such taxes and
assessments being hereinafter called "Taxes".) Tenant's proportionate share of
all taxes incurred by Landlord under this Article III shall be 51.24%. Should
the State of Michigan or any political subdivision thereof or any governmental
authority having jurisdiction thereover, now or hereafter impose a tax and/or
assessment of any kind or nature upon, against or with respect to the rentals
payable by Tenant to Landlord or any revenues of Landlord derived from the
leased premises or with respect to Landlord's or the individuals or entities
which form the Landlord herein, ownership of the land and building or buildings
comprising the leased premises, either by way of substitution for all or any
part of the taxes and assessments levied or assessed against such land and such
building or buildings, or in addition thereto, such tax and/or assessment shall
be deemed to constitute a tax and/or assessment against such land and such
building or buildings for the purpose of this paragraph and Tenant shall be
obligated to pay it as provided herein; provided, however, Tenant shall not be
required to pay any share of Landlord's federal, state or local income taxes. In
addition, should any governmental authority having jurisdiction thereover impose
a tax or surcharge of any kind or nature upon, against or with respect to the
parking areas or the number of parking spaces comprising the leased premises,
such tax or surcharge shall likewise be deemed a constituted tax and/or
assessment against such land and such building or buildings for the purpose of
this paragraph and Tenant shall be obligated to pay such tax provided
herein.
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Section 2. At the option of Landlord,
Tenant shall pay all taxes within ten (10) days of presenting the tax bill, or
the taxes shall be paid in monthly installments on or before the first day of
each calendar month, in advance, in an amount estimated by Landlord. Upon
receipt of all tax bills and assessment bills attributable to any calendar year
during the term hereof, Landlord shall furnish Tenant with a written statement
of the actual amount of Tenant's share of the premises taxes of such calendar
year. In the event the total amount of monthly installments paid by Tenant
pursuant to this Article does not equal the sum due from Tenant as shown on such
statement, then Tenant shall pay to Landlord the deficiency within ten (10) days
after demand therefor by Landlord; or Landlord shall credit such excess to the
next installment of rent due from Tenant, as the case may be. A copy of a tax
bill or assessment bill submitted by Landlord to Tenant shall at all times be
sufficient evidence of the amount of taxes against the property to which such
bill relates. Prior to, or at the commencement of the term of this Lease and
from time to time thereafter throughout the term hereof, Landlord shall notify
Tenant in writing of Landlord's estimate of Tenant's monthly installments due
hereunder. Landlord's and Tenant's obligation under this Lease shall survive the
expiration of this Lease.
Section 3. Notwithstanding anything in
this Article to the contrary, all costs and expenses incurred by Landlord during
negotiations for or contests of the amount of taxes shall be included within the
term "Taxes". In the event a refund is obtained, Landlord shall credit a portion
thereof to the next installment of rent due from Tenant, such portion to be
based upon the percentage of the original taxes paid by Tenant from which the
refund was derived.
Section 4. Tenant, at all times shall
be responsible for and shall pay, before delinquent, all taxes levied, assessed
or unpaid on any leasehold interest, any right of occupancy, any investment of
Tenant in the premises, or any personal property of any kind owned, installed or
used by Tenant including Tenant's leasehold improvements or on Tenant's right to
occupy the premises.
Section 5. Tenant shall, in addition to
the foregoing, pay any new tax of a nature not presently in effect but which may
be hereafter levied, assessed, or imposed upon the Landlord or the demised
premises, if such tax shall be based on or arise out of the ownership, use or
operation of the leased premises. For the purpose of computing Tenant’s
liability for such new type of tax, the leased premises shall be deemed the only
property of Landlord.
Section 6. If Tenant is the beneficiary
of a tax abatement on either real or personal property, the benefit shall accrue
only to the Tenant and shall not be prorated among other tenants in the leased
premises.
ARTICLE IV INSURANCE AND
INDEMNITY
Section 1. Tenant, at its own expense,
shall maintain for the mutual benefit of Landlord and Tenant, insurance of the
following character:
A) Comprehensive General
Liability; insurance against claims for bodily injury, personal injury, death or
property damage, and the business operated by Tenant and any subtenants of
Tenant in the leased premises, occurring on, at or about the demised premises,
such insurance to afford protection for Landlord and such other parties as
Landlord shall then designate, of not less than Two Million and no/100
($2,000,000.00) Dollars, with respect to bodily injury, personal injury or death
to anyone person, not less than Two Million and no/100 ($2,000,000.00) Dollars,
with respect to anyone accident or occurrence and not less than One Million and
no/100 ($1,000,000.00) Dollars, with respect to property damage. Policies for
such insurance shall be for the mutual benefit of Landlord, Tenant, and such
other parties as Landlord may designate, all of whom shall be deemed as
additional named insureds, and shall contain a clause that the insured will not
cancel or change the insurance without first giving the Landlord thirty (30)
days prior written notice. Such insurance may be furnished by Tenant under any
blanket policy carried by it or under a separate policy therefor. The insurance
shall be with an insurance company approved by Landlord and a copy of the
paid-up policy evidencing such insurance or a certificate of insurance
certifying to the issuance of such policy shall be delivered to, Landlord prior
to the commencement of Tenant's Work and upon renewals not less than thirty (30)
days prior to the expiration of such coverage.
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B) Workman's
Compensation; during the term and any extension thereof of this Lease, covering all
persons employed in connection with any work done on or about the demised
premises with respect to which claims for death or bodily injury shall be
asserted against Landlord, Tenant, or the demised premises.
C) Personal
Property;
Tenant agrees to carry, at its expense, insurance against fire, vandalism,
malicious mischief, and such other perils as are from time to time included in a
standard extended coverage endorsement, insuring Tenant's merchandise, trade
fixtures, furnishings, equipment and all other items of personal property of
Tenant located on or within the leased premises, in an amount equal to not less
than eighty percent (80%) of the actual replacement cost thereof and to furnish
Landlord with a certificate evidencing such coverage.
D) Plate Glass;
Tenant
shall provide plate glass insurance, if applicable.
E) Additional Named
Insured:
Landlord, along with any desired mortgagee if required, are to be named as
additional named insureds under the policies.
Section 2. Landlord shall provide
insurance of the following character. Tenant shall reimburse Landlord for its
proportionate share 51.24% of all costs and expenses incurred by Landlord for
insuring the facility.
A) |
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