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EXHIBIT 10.5.f
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Lease Drafted: February 14, 1990
Lease Revised: March 22, 1990
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into by and between
Crow-Childress-▇▇▇▇▇▇, Limited, a Texas limited partnership____________________
("Landlord"), and Manchester Equipment Company, Inc., a New York corporation___
____________________________________________________________________("Tenant"):
WITNESSETH:
1.01 PREMISES. In consideration of the obligation of Tenant to pay
rent and of the other terms, provisions and covenants hereof, Landlord leases
to Tenant and Tenant leases from Landlord, all that portion of certain real
property situated within the County of Palm Beach, State of Florida, legally
described in Exhibit A, and the buildings and improvements to be constructed
thereon as outlined on the site plan contained in Exhibit B (the "Premises"),
including any truck loading areas specifically marked in red on said Exhibit B
for the exclusive use of Tenant. The Premises and the building within which the
Premises are located (the "Building") are part of a larger development (the
"Development") commonly known as Congress Corporate Plaze, Phase II
2.01 TERM OF LEASE. The term of this lease shall commence on the "Rent
Commencement Date", as hereinafter defined, and ending 60 months thereafter,
provided however, that in the event the rent commencement date is a date other
than the first day of a calendar month, said term shall extend for said number
of months in addition to the remainder of the calendar month following the rent
commencement date.
2.02 RENT COMMENCEMENT DATE. The "Rent Commencement Date" shall be the
date that Tenant first uses the Premises or any portion thereof for any purpose
permitted under this lease. In the event this lease pertains to a building or
building interior finish to be constructed, the "Rent Commencement Date" shall
be the date upon which the buildings and other improvements erected and to be
erected upon the premises shall have been substantially completed in accordance
with the plans and specifications described on Exhibit "C" attached hereto and
incorporated herein by reference, provided however, that if Landlord shall be
delayed in such substantial completion as a result of: (i) Tenant's failure to
agree to plans, specifications, and cost estimates, within a reasonable period
of time; (ii) Tenant's request for materials, finishes or installations other
than Landlord's standard; (iii) Tenant's changes in plans: the commencement
date and the payment of rent hereunder shall be accelerated by the number of
days of such delay, and provided further that if Landlord cannot substantially
complete the premises as a result of any events (i) through (iii) above,
Landlord may as its election complete so much of Landlord's work as may be
practical under the circumstances and, by written notice to Tenant, establish
the commencement date as the date of such partial completion, subject to any
applicable accelerations due to delays resulting from events (i) through (iii)
above. Taking possession by Tenant shall be deemed conclusively to establish
that said buildings and other improvements have been completed in accordance
with the plans and specifications and that the premises are in good and
satisfactory condition, as of when possession was so taken. Tenant acknowledges
that no representations as to the repair of the premises have been made by
Landlord, unless such are expressly set forth in the lease. After such "Rent
Commencement Date" Tenant shall, upon demand, execute and deliver to Landlord a
letter of acceptance of delivery of the premises. In the event of any dispute
as to substantial completion of work performed, execute or required to be
performed by Landlord, the certificate of Landlord's architect or general
contractor shall be conclusive.
3.01 BASE RENT Tenant agrees to pay to Landlord rent for the premises,
in advance, without demand, deduction or set off, for the entire term hereof at
the rate of Two thousand three hundred twenty one and 52/100------------Dollars
($2,321.52) per month. One such monthly installment shall be due and payable on
the date hereof and a like monthly installment shall be due and payable on or
before the first day of each calendar month succeeding the rent commencement
date, except that the rental payment for any fractional calendar month at the
commencement of the lease period shall be prorated. The rental payment is
subject to adjustment as provided below.
3.02 RENT ESCALATION The base rent shall be subject to adjustment on
the first day of January of each year of the Lease term (such date being
hereafter referred to as the "rent adjustment date") in the following manner:
(a) Landlord and Tenant agree that on and as of the adjustment date each year
during the term of this lease, Landlord may increase the base rental for the
premises then due under the lease by a factor of 1.04 beginning January 1,
1991. Notwithstanding anything contained in this paragraph, the additional rent
payable by Tenant in any year pursuant to this paragraph shall in no event be
less than that paid in the prior year.
4.01 SECURITY DEPOSIT. Tenant agrees to deposit with Landlord on the
date hereof the sum of Six thousand-----------------------------------Dollars
($6,000.00), which sum shall be held by Landlord, without obligation for
interest, as security for the full, timely and faithful performance of Tenant's
covenants and obligations under this Lease, it being expressly agreed that such
deposit is not an advance rental deposit or a measure of Landlord's damages.
Upon the occurrence of any event of default by Tenant, Landlord may, from
Landlord:_____________ Tenant:____________
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time to time, without prejudice to any other remedy, use such funds to the
extent necessary to make good any arrears of rent or other payments due Landlord
hereunder, and any other damage, injury, expense or liability caused by Tenant's
default; and Tenant shall pay to Landlord on demand the amount so applied in
order to restore the security deposit to its original amount. Although the
security deposit shall be deemed the property of Landlord, any remaining balance
of such deposit shall be returned by Landlord at such time after termination of
this Lease when Landlord shall have determined that all Tenant's obligations
under this Lease have been fulfilled.
5.01 PERMITTED USE. The Premises shall be continuously used for the
sole purpose of general business offices and/or for receiving, storing,
shipping and selling (other than the at retail) products, materials and
merchandise made and/or distributed by Tenant and for no other use or purpose.
Tenant shall at its own cost and expense obtain any and all licenses and permits
necessary for any such use. The overnight parking of automobiles, trucks or
other vehicles, and the outside storage of any property including trash or
garbage are prohibited. Tenant agrees that it shall, at its own cost and
expenses keep its employees, agents, customers, invitees, and/or licensees from
parking on any streets running through or contiguous to the buildings or
development of which the premises are part thereof. Tenant agrees that no
washing of any type will take place in the premises including the truck apron
and parking areas. Tenant shall not permit any objectionable or unpleasant
odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, nor
take any other action which would constitute a nuisance or would disturb or
endanger any other tenants of Development or unreasonably interfere with such
tenants' use of their respective premises or permit any use which would
adversely affect the reputation of the Development. Tenant shall not receive,
store or otherwise handle any product, material or merchandise which is
explosive, highly flammable or constitutes a hazardous substance or waste.
Tenant shall not permit the Premises to be used for any purpose (including,
without limitation, the storage of merchandise) in any manner which would
render the insurance thereon void or increase the insurance rate thereof.
Tenant agrees to indemnify and hold Landlord harmless against any and all loss,
costs and claims, including attorney's fees relating to the improper storage,
handling, transportation or disposal of explosive, highly flammable or
hazardous materials or resulting from any other improper use. Tenants shall
comply with all governmental laws, ordinances and regulations applicable to the
Premises, and shall promptly comply with all governmental orders and directives
for the correction, prevention and abatement of any violations or nuisances in
or upon, or connected with, the Premises, all at Tenant's sole expense. If, as a
result of any change in the governmental laws, ordinances and regulations, the
Premises, all at Tenant's sole expense. If, as a result of any change in the
governmental laws, ordinances and regulations, the Premises must be altered to
accommodate lawfully the use and occupancy thereof, such alterations shall be
made only with the consent of Landlord, but the entire cost thereof shall be
borne by Tenant; provided that the necessity of Landlord's consent shall in no
way create any liability against Landlord for failure of Tenant to comply with
such laws, ordinances and regulations. Tenant shall take whatever other actions
are necessary so that the Premises and Tenant's use thereof complies with the
Fire Prevention Code of the National Fire Protection Association and any other
fire prevention laws, ordinances, rules or regulations applicable to the
Premises.
6.01 TENANT'S TAXES. Tenant shall be responsible to pay before
delinquency all assessments, levies or charges measured by or base in whole or
in part upon the rents payable hereunder or the gross receipts of Tenant and
all sales taxes and other taxes imposed upon or assessed by reason of the rents
and other charges payable hereunder. The Florida sales tax imposed on rent and
on other charges payable hereunder shall be paid by Tenant to Landlord with the
payment of Tenant's rental payments and other charges payable hereunder.
7.01 DEFINITION OF OPERATING COSTS. The term "Operating Costs" shall
mean all costs and expenses paid or incurred by Landlord or on Landlord;s
behalf in connection with the ownership, management, repair, replacement,
remodeling, maintenance and operation of the Development (including, without
limitation, all assessed real property taxes, assessments (whether general or
special) and governmental charges of any kind and nature whatsoever including
assessments due to deed restrictions and/or owner's associations, which accrue
against the building and/or development of which the premises are a part, the
costs of maintaining and repairing parking lots parking structures, easements,
and landscaping, property management fees, utility costs to the extent not
separately metered, insurance premiums, depreciation of the costs of
replacement (as defined below) of the building and improvements in the
Development but not including any structural repairs or replacements which are
normally chargeable to capital accounts under sound accounting principles, and
the Building's share of costs of the Development). The term "operating costs"
does not include: (i) costs of alterations of tenants' premises: (ii) costs of
curing construction defects; (iii) interest and principal payments on
mortgages, and other debt cost; (iv) real estate brokers' leasing commissions or
compensation; (v) any cost or expenditure for which Landlord is reimbursed,
whether by insurance proceeds or otherwise; (vi) cost of any service furnished
to any other occupant of the Building which Landlord does not provide to tenant
hereunder. Structural repairs and replacements are repairs and replacement to
the foundations, load-bearing walls, columns and joists and replacement of
roofing and roof deck. Notwithstanding anything contained herein to the
contrary, depreciation of any capital improvements which are intended to reduce
Operating Costs, or are required under any governmental laws, regulations or
ordinances, which were not applicable to the Building or the Development at the
time it was constructed, or are recommended by the N.F.P.A. Lifo Safety Code,
shall be included in Operating Costs. The useful life of any such improvement
as well as all non-structural replacements shall be reasonable determined by
Landlord. In addition, interest on the undepreciated cost of any such
improvement or non-structural replacement (at the prevailing construction loan
rate available to Landlord on the date the cost of such improvement was
incurred) shall also be including in Operating Costs. If Landlord selects the
accrual method of accounting rather than the cash accounting method for
Operating Costs purposes, Operating Costs shall be deemed to have been paid
when such expenses have accrued. Landlord shall have the right at any time and
from time to time to elect, which election shall be subject to revocation, to
exclude that portion of Operating Costs attributable to any separately assessed
part of the Development and any separate building within the Development.
During any period that Operating Costs attributable to any separately assessed
part of the Development and/or separate building are so excluded from Operating
Costs, then for the purposes calculating Tenant's proportionate share of
Operating Costs as provided in Section 7.02, the denominator shall not include
the rentable area of such separately assessed part of the Development and/or
such separate building. Landlord may, in a reasonable manner, allocate
insurance premiums for so-called "blanket" insurance policies which insure
other properties as well as the Development and said allocated amount shall be
deemed to be an Operating Cost.
If at any time during the term of this lease, the present method of
taxation shall be changed so that in lieu of the whole or any part of any taxes,
assessments or governmental charges levied, assessed or imposed on real estate
and the improvements thereon, there shall be levied, assessed or imposed on
Landlord a capital levy or other tax directly on the rents received therefrom
and/or a franchise tax, assessment, levy or charge measured by or based, in
whole or in part, upon such rents for the present or any future building or
buildings on the premises, then all such taxes, assessments, levies or charges,
or the part thereof so measured or based, shall be deemed to be included within
the term "taxes" for the purposes hereof.
7.02 TENANT'S PROPORTIONATE SHARE OF OPERATING COSTS. Tenant shall
pay to Landlord, as additional rent, its proportionate share of operating costs
calculated on the basis of the ratio set forth in Section 8.01. Any payments
with respect to any partial calendar year in which the Term commences or ends
shall be prorated. Tenant agrees to pay $548.76 per month as an escrow amount
for operating costs as defined in Article 7.01. Landlord may, at any time,
deliver to Tenant its estimate (or revised estimate) of such additional amounts
payable under this Section for each calendar year. On or before the first day
of the next month and on or before the first day of each month thereafter.
Tenant shall pay to Landlord as additional rent such amount as Landlord
reasonably determines to be necessary to bring and keep Tenant current. As soon
as practicable after the close of each calendar
Landlord:________ Tenant:________
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year, Landlord shall deliver to Tenant a statement showing the total amount
payable by Tenant under this Article. If such statement shows an amount due from
Tenant that is less than the estimated payments previously paid by Tenant, it
shall be accompanied by a refund of the excess to Tenant or at Landlord's
option the excess shall be credited against the next monthly installment of
rent. If such statement shows an amount due from Tenant that is more than the
estimated payments paid by Tenant, Tenant shall pay the deficiency to Landlord,
as additional rent. In the event an amount is due and is not paid within thirty
(30) days after the date of Landlord's statement to tenant, the unpaid amount
shall bear interest at the rate of eighteen (18%) percent per annum from the
date of such statement until payment by tenant. Landlord and Tenant acknowledge
that certain of the costs of management, operation and maintenance of the
Development are allocated among all of the buildings in the Development using
methods of allocation that are considered reasonable and appropriate under the
circumstances. Tenant hereby consents to such allocations provided that the
determination of such costs and the allocation of all or part thereof to
Operating Costs hereunder shall be in accordance with generally accepted
accounting principles applied on a consistent basis. Tenant or its
representatives shall have the right after seven (7) days prior written notice
to Landlord to examine Landlord's books and records of Operating Costs during
normal business hours within twenty (20) days following the furnishing of the
statement to Tenant. Unless Tenant takes written exception to any item within
thirty (30) days following the furnishing of the statement to Tenant (which
item shall be paid in any event), such statement shall be considered as final
and accepted by Tenant. The taking of exception to any item shall not excuse
Tenant from the obligation to make timely payment based upon the statement as
delivered by Landlord.
8.01 TENANT'S PROPORTIONATE SHARE. (a) Tenant's "proportionate share"
as used in this Lease with respect to the Building shall mean a fraction the
numerator of which shall be the rentable area contained in the Premises and the
denominator of which shall be the rentable area contained in the Building, as
determined by Landlord. Tenant's "proportionate share" as used in this Lease
with respect to costs relating to more than the Building, shall mean a fraction
the numerator of which shall be the rentable area contained in the Premises and
the denominator of which shall be the rentable area of all buildings, as
determined by Landlord, within the Development. Notwithstanding anything
contained in the Lease to the contrary, Landlord shall have the right, from
time to time, to add to or exclude from the Development real property and any
buildings constructed thereon. In the event Landlord elects to add to or
exclude from the Development, Landlord shall notify Tenant in writing of any
such addition or exclusion which notice shall describe the property added or
excluded.
9.01 TENANT'S OBLIGATIONS. (a) Tenant shall at its own cost and
expense keep and maintain all parts of the Premises and such portion of the
Development within the exclusive control of Tenant in good condition, promptly
making all necessary repairs and replacements, whether ordinary or
extraordinary, with materials and workmanship of the same character, kind and
quality as the original, including but not limited to, windows, glass and plate
glass, doors, skylights, any special office entries, interior walls and finish
work, floors and floor coverings, heating and air conditioning systems,
electrical systems and fixtures, sprinkler systems, water heaters, dock board,
truck doors, dock bumpers, and plumbing work and fixtures. Tenant as part of
its obligation hereunder shall keep the whole of the Premises in a clean and
sanitary condition. Tenant will as far as possible keep all such parts of the
Premises from deteriorating, ordinary wear and tear excepted, and from falling
temporarily out of repair, and upon termination of this Lease in any way.
Tenant will yield up the Premises to Landlord in good condition and repair,
loss by fire or other casualty covered by insurance to be secured pursuant to
Article 15 excepted (but not excepting any damage to glass or loss not
reimbursed by insurance because of the existence of a deductible under the
appropriate policy). Tenant shall not damage any demising wall or disturb the
integrity and supports provided by any demising wall and shall, at its sole
cost and expense, properly repair any damage or injury to any demising wall
caused by Tenant or its employees, agents or invitees. Tenant shall, at its own
cost and expense, as additional rent, pay for the repair of any damage to the
Premises, the Building, or the Development resulting from and/or caused in
whole or in part by the negligence or misconduct of Tenant, its agents,
servants, employees, patrons, customers, or any other person entering upon the
Development as a result of Tenant's business activities or caused by Tenant's
default hereunder.
(b) Tenant at its own cost and expense, enter into a regularly
scheduled preventive maintenance/service contract with a maintenance contractor
approved by Landlord, for servicing all heating and air conditioning systems
and equipment servicing the Premises and an executed copy of such contract
shall be delivered to Landlord. This service contract must include all services
suggested by the equipment manufacturer within the operations/maintenance
manual and must become effective within thirty (30) days of the date Tenant
takes possession of the Premises. Landlord may (but shall not be required to),
upon notice to Tenant, elect to enter into such a maintenance service contract
on behalf of Tenant or perform the work itself and, in either case, charge
Tenant therefore, together with a reasonable charge for overhead.
9.02 LANDLORD'S OBLIGATIONS. Landlord shall maintain in good repair,
reasonable wear and tear and any casualty covered by the provisions of Article
15 excepted, all parts of the Development, other than tenants' demised premises
or portions of the Development within the exclusive control of tenants of the
Development, making all necessary repairs and replacements, whether ordinary or
extraordinary structural or nonstructural, including roof, foundation, walls,
downspouts, gutters, regular mowing of any grass, trimming, weed removal and
general landscape maintenance, including any rail spur areas, exterior painting,
exterior lighting, exterior signs and common sewage plumbing and the
maintenance of all paved areas including driveways and alleys, including, but
not limited to, cleaning, repaving, restripping and resealing. Tenant shall
immediately give Landlord written notice of any defect or need for repairs,
after which Landlord shall have a reasonable opportunity to repair the same or
cure such defect. Landlord's liability with respect to any defects, repairs or
maintenance for which Landlord is responsible under any of the provisions of
this Lease shall be limited to the cost of such repairs or maintenance or the
curing of such defect. The term "walls" as used herein shall not include
windows, glass or plate glass, doors, special store front or office entry.
10.01 ALTERATIONS. Tenant shall not make any alterations, additions
or improvements to the Premises (including, without limitation, the roof and
wall penetrations) without the prior written consent of Landlord. If Landlord
shall, consent to any alterations, additions or improvements proposed by
Tenant, Tenant shall construct the same in accordance with all governmental
laws, ordinances, rules and regulations and all requirements of Landlord's and
Tenant's insurance policies and only in accordance with plans and
specifications approved by Landlord; and any contractor or person selected by
Tenant to make the same, or, at Landlord's option and discretion, the
alterations, additions or improvements shall be made by Landlord for tenant's
account and Tenant shall fully reimburse Landlord for the entire cost thereof.
Tenant may, without the consent of Landlord, but at its own cost and expense
and in good workmanlike manner erect such shelves, bins, machinery and other
trade fixtures as it may deem advisable, without altering the basic character
of the Building or Development and without overloading the floor or damaging
such Building or Development, and in each case after complying with all
applicable governmental laws, ordinances, regulations and other requirements.
All shelves, bins, machinery and trade fixtures installed by Tenant may be
removed by Tenant prior to the termination of this Lease if Tenant so elects,
and shall be removed by the date of termination of this Lease or upon earlier
vacating of the Premises if required by Landlord; upon any such removal Tenant
shall restore the Premises to their original condition. All such removals and
restoration shall be accomplished in a good and workmanlike manner so as not to
damage the primary structure or structural quality of the Building.
11.01 SIGNS AND WINDOW TREATMENT. Tenant shall not install any signs
upon the Building or Development. Landlord will provide, at Tenant's request
and cost, Landlord's standard identification sign, which sign shall be removed
by Tenant upon termination of this Lease at which time Tenant shall restore the
property to the same condition as prior to installation of said sign. Tenant
shall not install drapes, curtains, blinds or any window treatment without
Landlord's prior written consent. Landlord may from time to time require Tenant
to change its signage to conform to a revised standard for the Building,
provided Landlord pays
Landlord:________ Tenant:________
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the cost of removing and replacing such signs. Landlord shall maintain all
signs and the cost thereof shall be charged to Tenant.
12.01 INSPECTIONS. Landlord and Landlord's agents and representatives
shall have the right to enter and inspect the premises at any reasonable time
during business hours, for the purpose of ascertaining the condition of the
premises or in order to make such repairs as may be required or permitted to be
made by Landlord under the terms of this lease. During the period that is six
(6) months prior to the end of the term hereof. Landlord and Landlord's agents
and representatives shall have the right to enter the premises at any
reasonable time during business hours for the purpose of showing the premises
and shall have the right to erect on the premises a suitable sign indicating
the premises are available. Tenant shall give written notice to Landlord at
least thirty (30) days prior to vacating the premises and shall arrange to meet
with Landlord for a joint inspection of the premises prior to vacating. In the
event of Tenant's failure to give such notice or arrange such joint inspection,
Landlord's inspection at or after Tenant's vacating the premises shall be
conclusively deemed correct for purposes of determining Tenant's responsibility
for repairs and restoration.
13.01 UTILITIES. Tenant shall pay for all gas, heat, light, power,
telephone, and other utilities and services used on or from the Premises,
including without limitation, Tenant's proportionate share as determined by
Landlord for the use of such utilities which are not separately metered and any
central station signaling system installed in the Premises or the Building,
together with any taxes, penalties and surcharges or the like pertaining
thereto and any maintenance charges for utilities. Tenant shall furnish and
install all electric light bulbs, tubes and ballasts, other then those
originally provided to the Premises by Landlord. Landlord shall in no event be
liable for any interruption or failure of utility services on or to the
Premises.
14.01 ASSIGNMENT AND SUBLETTING. (a) Tenant shall not have the right
to assign, sublet, transfer or encumber this lease, or any interest therein,
without the prior written consent of Landlord which will not be unreasonably
withheld. Any attempted assignment, subletting, transfer or encumbrance by
Tenant in violation of the terms and covenants of this Paragraph shall be void.
All cash or other proceeds of any assignment, such proceeds as exceed the
rentals called for hereunder in the case of a subletting and all cash or other
proceeds of any other transfer of Tenant's interest in this lease shall be paid
to Landlord, whether such assignment, subletting or other transfer is consented
to by Landlord or not, unless Landlord agrees to the contrary in writing, and
Tenant hereby assigns all rights it might have or ever acquire in any such
proceeds to Landlord. Any assignment, subletting or other transfer of Tenant's
interest in this lease shall be for an amount equal to the then fair market
value of such interest. Those covenants shall run with the land and shall bind
Tenant and Tenant's heirs, executors, administrators, personal representatives,
representatives in any bankruptcy proceeding, successors and assigns. Any
assignee, sublessee or transferee of Tenant's interest in this lease (all such
assignees, sublessees and transferees being hereinafter referred to as
"successors"), by assuming Tenant's obligations hereunder shall assume
liability to Landlord for all amounts paid to persons other than Landlord by
such successors in contravention of this Paragraph. No assignment, subletting
or other transfer, whether consented to by Landlord or not, shall relieve
Tenant of its liability hereunder. Upon the occurrence of an "event of default"
as hereinafter defined, if the premises or any part thereof are then assigned or
sublet, Landlord, in addition to any other remedies herein provided, as
provided by law, may at its option collect directly from such assignee or
subtenant all rents becoming due to Tenant under such assignment or sublease
and apply such rent against any sums due to Landlord for Tenant hereunder, and
no such collection shall be construed to constitute a novation or a release of
Tenant from the further performance of Tenant's obligations hereunder.
(b) If this lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code 11 U.S.C. 101 et seq., (The "Bankruptcy
Code"), any and all monies or other considerations payable or otherwise to be
delivered in connection with such assignment shall be paid or delivered to
Landlord, shall be and remain the exclusive property of Landlord and shall not
constitute property of Tenant or of the estate of Tenant within the meaning of
the Bankruptcy Code. Any and all monies or other considerations constituting
Landlord's property under the preceding sentence not paid or delivered to
Landlord shall be held in trust for the benefit of the Landlord and be promptly
paid or delivered to landlord.
(c) Any person or entity to which this lease is assigned pursuant to
the provisions of the Bankruptcy Code, shall be deemed, without further act or
deed, to have assumed all of the obligations arising under this lease on and
after the date of such assignment. Any such assignee shall upon demand
execute and deliver to Landlord an instrument confirming such assumption.*
15.01 FIRE AND CASUALTY DAMAGE. (a) Landlord agrees to maintain
insurance covering the building of which the premises are a part in an amount
not less than eighty (80%) percent (or such greater percentage as may be
necessary to comply with the provisions of any co-insurance clauses of the
policy) of the replacement cost thereof, insuring against the perils of Fire,
Lightning, Extended Coverage, Vandalism and Malicious Mischief, extended by
Special Extended Coverage Endorsement to insure against all other Risks of
Direct Physical Loss, such coverages and endorsements to be as defined,
provided and limited in the standard bureau forms prescribed by the insurance
regulatory authority for the state in which the premises are situated for use
by insurance companies admitted in such state for the writing of such insurance
on risks located within such state. Subject to the provisions of subparagraphs
15.01(c), 15.01(d), and 15.01(e) below, such insurance shall be for the sole
benefit of Landlord and under its sole control.
(b) If the building situated upon the premises should be damaged or
destroyed by fire, tornado or other casualty, tenant shall give written notice
thereof to Landlord.
(c) If the buildings situated upon the premises should be totally
destroyed by fire, tornado or other casualty, or if they should be so damaged
thereby that rebuilding or repairs cannot in Landlord's estimation be completed
within two hundred (200) days after the date upon which Landlord is notified by
Tenant of such damage, this lease shall terminate and the rent shall be abated
during the unexpired portion of this lease, effective upon the date of the
occurrence of such damage.*
(d) If the buildings situated upon the premises should be damaged by
any peril covered by insurance to be provided by Landlord under subparagraph
15.01(a) above, but only to such extent that rebuilding or repairs can in
Landlord's estimation be completed within two hundred (200) days after the date
upon which Landlord is notified by Tenant of such damage, this lease shall not
terminate, and Landlord shall at its sole cost and expense thereupon proceed
with reasonable diligence to rebuild and repair such buildings to substantially
the condition in which they existed prior to such damage, except that Landlord
shall not be required to rebuild, repair or replace any part of the partitions,
fixtures, additions and other improvements which may have been placed in, on or
about the premises by Tenant and except that Tenant shall pay to Landlord upon
demand any amount by which Landlord's cost of such rebuilding, repair and/or
replacement exceeds net insurance proceeds paid to Landlord in connection with
such damage and except that Landlord may elect not to rebuild if such damage
occurs during the last year of the term of the lease exclusive of any option
which is unexercised at the time of such damage. If the premises are
untenantable in whole or in part following such damage, the rent payable
hereunder during the period in which they are untenantable shall be reduced to
such extent as may be fair and reasonable under all of the circumstances. In
the event that Landlord should fail to complete such repairs and rebuilding
within two hundred (200) days after the date upon which Landlord is notified by
Tenant of such damage. Tenant may at its option terminate this lease by
delivering written notice of termination to Landlord as Tenant's exclusive
remedy, whereupon all rights and or obligations hereunder shall cease and
terminate. Should construction be delayed because of changes, deletions, or
additions in construction requested by Tenant, strikes, lockouts, casualites,
acts of God, war, material or labor shortages, governmental regulation or
control or other causes beyond the reasonable control of Landlord, the period
of restoration, repair or rebuilding shall be extended for the time Landlord is
so delayed.*
(e) Notwithstanding anything herein to the contrary, in the event the
holder of any indebtedness secured by a mortgage or deed of trust covering the
premises requires that the insurance proceeds be applied to such indebtedness,
then Landlord shall have the right to terminate this lease by delivering
written notice of termination to Tenant within fifteen (15) days after such
Landlord: _____________ Tenant: _____________
* In the event that the premises are damaged or destroyed by fire, tornado or
other casualty and cannot be repaired within 90 days, the Landlord agrees to
provide temporary quarters to Manchester Equipment until the time when the
original premises are ready to be occupied. In the event temporary quarters
are provided the Tenant understands that the rent abatement described above
will not apply.
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requirement is made by any such holder, whereupon all rights and obligations
hereunder shall cease and terminate.
(i) Each of Landlord and Tenant hereby releases the other from any loss
or damage to property caused by fire or any perils insured in policies of
insurance covering such property, even if such loss or damage shall have been
caused by the fault or negligence of the other party, or anyone for whom such
party may be responsible; provided, however, that this release shall be
applicable and in force and effect only with respect to loss or damage
occurring during such times as the releasor's policies shall contain a clause
or endorsement to the effect that any such release shall not adversely affect
or impair said policies or prejudice the right of the releasor to recover
thereunder and then only to the extent of the insurance proceeds payable under
such policies. Each of the Landlord and Tenant agrees that will request its
insurance carriers to include in its policies such a clause or endorsement.
16.01 LIABILITY. Landlord shall not be liable to Tenant or Tenant's
employees, agents, patrons or visitors, or to any other person whomsoever, for
any injury to person or damage to property on or about the premises, resulting
from and/or caused in part or whole by the negligence or misconduct of Tenant,
its agents, servants or employees of any other person entering upon the
premises, or caused by the buildings and improvements located on the premises
becoming out of repair, or caused by leakage of gas, oil, water or steam or by
electricity emanating from the premises, or due to any cause whatsoever, and
Tenant hereby covenants and agrees that it will at all times indemnify and hold
safe and harmless the property, the Landlord (including without limitation the
trustee and beneficiaries if Landlord is a trust). Landlord's agents and
employees from any loss, liability, claims, suits, costs, expenses, including
without limitation attorney's fees and damages, both real and alleged, arising
out of any such damage or injury; except injury to persons or damage to
property the sole cause of which is the gross negligence of Landlord or the
failure of Landlord to repair any part of the premises which Landlord is
obligated to repair and maintain hereunder within a reasonable time after the
receipt of written notice from Tenant of needed repairs. Tenant shall procure
and maintain throughout the term of the lease a policy or policies of
insurance, at its sole cost and expense, insuring both Landlord and Tenant
against all claims, demands or actions arising out of or in connection with (i)
the premises; (ii) the condition of the premises; (iii) Tenant's operations in
and maintenance and use of the premises; and (iv) Tenant's liability assumed
under this lease, the limits of such policy or policies to be in the amount of
not less than $2,000,000 per occurrence in respect to injury to persons
(including death), and in the amount of not less than $250,000 per occurrence
in respect to property damage or destruction, including loss of use thereof.
All such policies shall be procured by Tenant from responsible insurance
companies satisfactory to Landlord. Certified copies of such policies, together
with receipt evidencing payment of premiums therefore, shall be delivered to
Landlord prior to the commencement date of this lease. Not less than fifteen
(15)_days prior to the expiration date of any such policies, certified copies
of the renewal thereof (bearing notations evidencing the payment of renewal
premiums) shall be delivered to Landlord. Such policies shall further provide
that not less than thirty (30) days written notice shall be given to Landlord
before such policy may be cancelled or changed to reduce insurance provided
thereby.
17.01 CONDEMNATION. (a) If the whole or any substantial part of the
Premises or Building should be taken for any public or quasi-public use under
governmental law, ordinance or regulation, or by right of eminent domain, or by
private purchase in lieu thereof and the taking would prevent or materially
interfere with the use of the Premises or Building for the purpose for which
they are then being used, this Lease shall terminate effective when the legal
taking shall occur as if the date of such taking were the date originally fixed
in the Lease for the expiration of the Term.
(b) If the part of the Premises or Building shall be taken for any
public or quasi-public use under governmental law, ordinance or regulation, or
by right of eminent domain, or by private purchase in lieu thereof, and this
Lease is not terminated as provided above, this Lease shall not terminate but
the rent payable hereunder during the unexpired portion of this Lease shall be
reduced to such extent as may be fair and reasonable under all of the
circumstances and Landlord shall undertake to restore the Premises to a
condition suitable for Tenant's use, as near to the condition thereof
immediately prior to such taking as is reasonably feasible under all the
circumstances.
(c) In the event of any such taking or private purchase in lieu
thereof, Landlord and Tenant shall each be entitled to receive and retain such
separate awards and/or portion of lump sum awards as may be allocated to their
respective interests in any condemnation precedings; provided that Tenant
shall not be entitled to receive any award for the loss of any improvements
paid for by Landlord or for Tenant's loss of its leasehold interest, the right
to such award as to such items being hereby assigned by Tenant to Landlord.
18.01 HOLDING OVER. Tenant will, at the termination of this lease by
lapse of time or otherwise, yield up immediate possession to Landlord with all
repairs and maintenance required herein to be performed by Tenant completed. If
Landlord agrees in writing that Tenant may hold over after th expiration or
termination of this lease, unless the parties hereto otherwise agree in writing
on the terms of such holding over, the hold over tenancy shall be subject to
termination by Landlord at any time upon not less than (5) days advance written
notice, or by Tenant at any time upon not less than thirty (30) days advance
written notice, and all of the other terms and provisions of this lease shall
be applicable during that period, except that Tenant shall pay Landlord from
time to time upon demand, as rental for the period of any hold over, an amount
equal to double the rent in effect on the termination date, computed on a daily
basis for each day of the hold over period. Tenant shall also pay to Landlord
all damages sustained by Landlord resulting from retention of possession by
Tenant, including the loss of any proposed subsequent tenant for any portion of
the Premises. No holding over by Tenant, whether with or without consent of
Landlord, shall operate to extend this lease except as otherwise expressly
provided. The preceding provisions of this paragraph shall not be construed as
consent for Tenant to hold over.
19.01 QUIET ENJOYMENT. Landlord represents and warrants that is has
full right and authority to enter into this Lease and that Tenant, upon paying
the rental herein set forth and performing its other covenants and agreements
herein set forth, shall peaceably and quietly have, hold and enjoy the Premises
for the Term without hinderance or molestation from Landlord, subject to the
terms and provisions of this Lease. Landlord agrees to make reasonable efforts
to protect Tenant from interference or disturbance by other tenants or third
persons, however, Landlord shall not be liable for any such interference or
disturbance, not shall Tenant be released from any of the obligations of this
Lease because of such interference or disturbance. In the event this Lease is a
sublease, then Tenant agrees to take the Premises subject to the provisions of
the prior lease.
20.01 EVENTS OF DEFAULT. The following events shall be deemed to be
events of default by Tenant under this lease:
(a) Tenant shall fail to pay any installment of the rent herein
reserved when due, or any other payment or reimbursement to Landlord required
herein when due and such failure shall continue for a period of five (5) days
from the date such payment was due.
(b) Tenant or any guarantor of Tenant's obligations hereunder shall
generally not pay its debts as they become due or shall admit in writing its
inability to pay its debts or shall make a general assignment for the benefit
of creditors; or Tenant or any such guarantor shall commence any case,
proceeding or other action seeking to have an order for relief entered on its
behalf as a debtor to adjudicate it as bankrupt or insolvent, or seeking
reorganization or relief of debtors or seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or of any
substantial part of its property; or Tenant or any such guarantor shall take
any action to authorize or in contemplation of any of the actions set forth
above in this paragraph; or
Landlord:________ Tenant:________
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(c) Any case, proceeding or other action against Tenant or any
guarantor of Tenant's obligations hereunder shall be commenced seeking to have
an order for relief entered against it as debtor or to adjudicate it as
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors, or
seeking appointment of a receiver, trustee, custodian or other similar official
for it or for all or any substantial part of its property.
(d) A receiver or trustee shall be appointed for all or substantially
all of the assets of the Tenant.
(e) Tenant shall desert or vacate any substantial portion of the
premises.
(f) Tenant shall fail to discharge any lien placed upon the premises in
violation of Paragraph 26.01 hereof within twenty (20) days after any such lien
or encumbrance is filed against the premises.
(g) Tenant shall fail to comply with any term, provision or covenant
of this lease (other than the foregoing in this Paragraph 20.01,
and shall not cure such failure within twenty (20) days after
written notice thereof to Tenant.
(h) Tenant shall fail to continuously operate its business at the
premises for the permitted use set forth in Paragraph 5.01 whether
or not Tenant is in default of the rental payment due under
this lease.
20.02 REMEDIES. (a) Upon the occurrence of any of such events of
default described in Paragraph 20.01 hereof. Landlord shall have the option to
pursue any one or more of the following remedies without any notice or demand
whatsoever;
(1) Terminate this lease, in which event Tenant shall immediately
surrender the premises to Landlord, and if Tenant fails so to
do, Landlord may, without prejudice to any other remedy which it
may have for possession or arrearages in rent, enter upon and take
possession of the premises and expel or remove Tenant and any other
person who may be occupying such premises or any part thereof, by
force if necessary, without being liable for prosecution or any
claim of damages therefore.
(2) Enter upon and take possession of the premises and expel or remove
Tenant and any other person who may be occupying such premises or
any part thereof, by force if necessary, without being liable for
prosecution or any claim for damages therefor, and relet the
premises and receive the rent therefor.
(3) Enter upon the premises, by force if necessary, without being
liable for prosecution or any claim for damages therefore, and do
whatever Tenant is obligated to do under the terms of this lease;
and Tenant agrees to reimburse Landlord on demand for any expenses
which Landlord may incur in thus effecting compliance with Tenant's
obligations under this lease, and Tenant further agrees that
Landlord shall not be liable for any damages resulting to the
Tenant from such action, whether caused by the negligence of
landlord or otherwise.
(4) Alter all locks and other security devices at the premises without
terminating this lease.
(b) In the event Landlord may elect to regain possession of the premises
by a forcible detainer proceeding, Tenant hereby specifically waives any
statutory notice which may be required prior to such proceeding, and agrees that
Landlord's execution of this lease is, in part, consideration for this waiver.
(c) In the event Tenant fails to pay any installment of rent hereunder
as when such installment is due, to help defray the additional cost to Landlord
for processing such late payments Tenant shall pay to Landlord on demand a late
charge in an amount equal to five (5%) percent of such installment; and the
failure to pay such amount within five (5) days after demand therefore shall be
an event of default hereunder. The provision for such late charge shall be in
addition to all of Landlord's other rights and remedies hereunder or at law and
shall not be construed as liquidated damages or as limiting Landlord's remedies
in any manner.
(d) In the event Tenant's check, given to Landlord in payment, is
returned by the bank for non-payment, Tenant agrees to pay all expenses incurred
by Landlord as a result thereof.
(e) Exercise by Landlord of any one or more remedies hereunder granted
or otherwise available shall not be deemed to be an acceptance of surrender of
the premises by Tenant, whether by agreement or by operation of law, it being
understood that such surrender can be effected only by the written agreement of
Landlord and Tenant. No such alteration of locks or other security devices and
no removal or other exercise of dominion by Landlord over the property of Tenant
or others at the premises shall be deemed unauthorized or constitute a
conversion, Tenant hereby consenting, after any event of default, to the
aforesaid exercise of dominion over Tenant's property within the premises. All
claims for damages by reason of such re-entry and/or repossession and/or
alteration of locks or other security devices are hereby waived, as are all
claims for damages by reason of any distress warrant, forcible detainer
proceedings, sequestration proceedings or other legal process. Tenant agrees
that any re-entry by Landlord may be pursuant to judgment obtained in forcible
detainer proceedings or other legal proceedings or without the necessity for any
legal proceedings, as the Landlord may elect, and Landlord shall not be liable
for trespass or otherwise.
(f) In the event Landlord elects to terminate the lease by reason of an
event of default, then notwithstanding such termination, Tenant shall be liable
for and shall pay to Landlord, at the address specified for notice to Landlord
herein, the sum of all rental and other indebtedness accrued to date of such
termination, plus, as damages, an amount equal to the greater of (i) the total
rental hereunder for the remaining portion of the lease term (had such term not
been terminated by Landlord prior to the date of expiration and (ii) the then
present value of the then fair rental value of the premises for such period.
(g) In the event that Landlord elects to repossess the premises without
terminating the lease, or in the event Landlord elects to terminate the lease,
then Tenant at Landlord's option, shall be liable for and shall pay to Landlord,
at the address specified for notice to Landlord herein, all rental and other
indebtedness accrued to the date of such repossession, plus rental required to
be paid by Tenant to Landlord during the remainder of the lease term until the
date of expiration of the term as stated in Section 3.01 diminished by any net
sums thereafter received by Landlord through reletting the premises during said
period (after deducting expenses incurred by Landlord as provided in
subparagraph 20.02(h). In no event shall Tenant be entitled to any excess of
any rental obtained by reletting over and above the rental herein reserved.
Actions to collect amounts due by Tenant to Landlord under this subparagraph may
be brought from time to time, on one or more occasions, without the necessity of
Landlord's waiting until expiration of the lease term.
(h) In case of any event of default or breach by Tenant, or threatened
or anticipatory breach or default, Tenant shall also be liable for and shall pay
to Landlord, at the address specified for notice to Landlord herein, in addition
to any sum provided to be paid above, brokers' fees incurred by Landlord in
connection with reletting the whole or any part of the premises; the costs of
removing and storing Tenant's or other occupant's property; the costs of
repairing, altering, remodeling or otherwise putting the premises into condition
acceptable to a new tenant or tenants, and all reasonable expenses incurred by
Landlord in enforcing or defending Landlord's rights and/or remedies including
reasonable attorney's fees.
(i) In the event of termination or repossession of the premises for an
event of default. Landlord shall not have any obligation to relet or to attempt
to relet the premises, or any portion thereof, or to collect rental after
reletting; and in the event of reletting, Landlord may relet the whole or any
portion of the premises for any period to any tenant and for any use and
purpose.
Landlord:_________ Tenant:________
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(j) If Tenant should fail to make any payment or cure any default
hereunder within the time herein permitted, Landlord, without being under any
obligations to do so and without thereby waiving such default, may make such
payment and/or remedy such other default for the account of Tenant (and enter
the premises for such purpose), and thereupon Tenant shall be obligated to, and
hereby agrees, to pay Landlord upon demand, all costs, expenses and
disbursements (including reasonable attorney's fees) incurred by Landlord in
taking such remedial action.
(k) In the event that Landlord shall have taken possession of the
premises pursuant to the authority herein granted then Landlord shall have the
right to keep in place and use all of the furniture, fixtures and equipment at
the premises, including that which is owned or leased to Tenant at all times
prior to any foreclosure thereon by Landlord or repossession thereof by any
lessor thereof or third party having a lien thereon, Landlord shall also have
the right to remove from the premises (without the necessity of obtaining a
distress warrant,writ of sequestration or other legal process) all or any
portion of such furniture, fixtures, equipment and other property located
thereon and to place same in storage at any premises within the County in which
the premises is located; and in such event. Tenant shall be liable to Landlord
for costs incurred by Landlord in connection with such remeoval and storage.
Landlord shall also have the right to relinquish possession of all or any
portion of such furniture, fixtures, equipment and other property to any person
("Claimant") claiming to be entitled to possession thereof who presents to
landlord a copy of any instrument represented to Landlord by Claimant to have
been executed by Tenant (or an predecessor Tenant) granting Claimant the right
under various circumstances to take possession of such furniture, fixtures,
equipment or other property, without the necessity on the part of Landlord to
inquire in to the authenticity of said instrument's copy of Tenant's or Tenant's
predecessor's signature(s) thereon and without the necessity of Landlord making
any nature of investigation or inquiry as to the validity of the factual or
legal basis upon which Claimant purports to act; and Tenant agrees to indemnify
and hold Landlord harmless from all cost, expense, loss, damage and liability
incident to Landlord's relinquishment of possession of all or any portion of
such furniture, fixtures, equipment or other property to Claimant. Any and all
property which may be removed from the Premises by Landlord pursuant to the
authority of this Lease or of Law, to which Tenant is or may be entitled, may be
handled, removed and stored, as the case may be, by or at the direction of
Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event
be responsible for the value, preservation or safekeeping thereof. Tenant shall
pay to Landlord, upon demand any and all expenses incurred in such removal and
all storage charges against such property so long as the same shall be in
Landlord's possession or under Landlord's control. Any such property of Tenant
not retaken by Tenant from storage within thirty (30) days after the removal
from the Premises shall conclusively be presumed to have been conveyed by Tenant
to Landlord under this Lease as a ▇▇▇▇ of sale without further payment or credit
by Landlord to Tenant. The rights of Landlord herein stated shall be in addition
to any and all other rights which Landlord has or may hereafter have at law or
in equity; and Tenant stipulates and agrees that the rights herein granted
Landlord are commercially reasonable.
21.01 RIGHTS RESERVED TO LANDLORD. Landlord reserves and may exercise
the following rights without affecting Tenant's obligations hereunder:
(a) To change the name of the street address of the Building or
the Development;
(b) To install and maintain a sign or signs on the exterior of the
Building;
(c) To designate all sources furnishing sign painting and lettering,
lamps and bulbs used on the Premises;
(d) To retain at all times pass keys to the Premises;
(e) To grant to anyone the exclusive right to conduct any particular
business or undertaking in the building or the Development;
(f) To change the arrangement and/or location of entrances and
corridors in and to the Building and to add, remove, rename or
modify buildings, roadways, parking areas, walkways, landscaping,
lakes, grading and other improvements in or to the Development.
22.01 RELOCATION OF PREMISES. Landlord reserves the right to relocate
Tenant during the Term to other premises in the Building or in another building
with the Development (the "New Premises"), in which event the New Premises shall
be deemed to be the Premises for all purposes under this Lease, provided: (a)
the New Premises shall be similar to the Premises in area and appropriateness
for the use of Tenant's purposes; (b) if Tenant is then occupying the Premises,
Landlord shall pay the reasonable expense of moving Tenant, its property and
equipment to the New Premises and such moving shall be done at such time and in
such manner so as to cause the least inconvenience to Tenant; (c) Landlord shall
give to Tenant not less than thirty (30) days prior written notice of such
substitution; and (d) Landlord shall, at its sole cost, improve the New Premises
with improvements substantially similar to those located in the Premises.
23.01 LANDLORD'S LIEN*.
24.01 SUBORDINATION. Tenant accepts this Lease subject and
subordinate to any mortgage and/or deed of trust now or at any time hereafter
constituting a lien or charge upon the Development, the Building, or the
Premises, without the necessity of any act or execution of any additional
instrument of subordination; provided, however, that if the mortgagee, trustee,
or holder of any such mortgage or deed of trust elects to have Tenant's
interest in this Lease superior to any such instrument, then by notice to
Tenant from such mortgagee, trustee or holder, this Lease shall be deemed
superior to such lien, whether this Lease was executed before or after said
mortgage or deed of trust. Tenant shall at any time hereafter on demand execute
any instruments, releases or other documents which may be required by any
mortgagee for the purpose of evidencing the subjection and subordination of
this Lease to the lien of any such mortgage or for the purpose of evidencing
the superiority of this Lease to the lien of any such mortgage as may be the
case.
25.01. MECHANICS LIENS AND OTHER TAXES. (a) Tenant shall have no
authority, express or implied, to create or place any lien or encumbrance of
any kind or nature whatsoever, upon, or in any manner to bind the interests of
Landlord in the premises or to charge the rentals payable hereunder for any
claim in favor of any person dealing with Tenant, including those who may
furnish materials or perform labor for any construction or repairs, and each
such claim shall affect and each such lien shall attach to, if at all, only the
leasehold interest granted to Tenant by this instrument. Tenant covenants and
agrees that it will pay or cause to be paid all sums legally due and payable by
it on account of any labor performed or materials furnished in connection with
any work performed on the premises on which any lien is or can be validly and
legally asserted against its leasehold interest in the premises or the
improvements thereon and that it will save and hold Landlord harmless from any
and all loss, cost or expense based on or arising out of asserted claims or
liens against the leasehold estate or against the right, title and interest of
the Landlord in the premises or under the terms of this lease. Tenant agrees to
give Landlord immediate written notice if any lien or encumbrance
Landlord: _______________ Tenant: __________________
*Landlord agrees to delete ▇▇▇▇▇▇▇▇▇ ▇▇.▇▇, ▇▇▇▇▇▇▇▇'▇ ▇▇▇▇, but
reserves any statutory lien for rent in Landlord's favor as well as all remedies
provided by law and all rights and remedies under the Uniform Commercial Code.
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is placed on the premises.
(b) Tenant shall be liable for all taxes levied or assessed against
personal property, furniture or fixtures placed by Tenant in the premises. If
any such taxes for which Tenant is liable are levied or assessed against
Landlord or Landlord's property and if Landlord elects to pay the same or if the
assessed value of Landlord's property is increased by inclusion of personal
property, furniture or fixtures placed by Tenant in the premises, and Landlord
elects to pay the taxes based on such increase, Tenant shall pay to Landlord
upon demand that part of such taxes.
26.01 NOTICES. Each provision of this instrument or of any applicable
governmental laws, ordinances, regulations and other requirements with reference
to the sending, mailing or delivery of any notice or the making of any payment
shall be deemed to be complied with when and if the following steps are taken:
(a) All rent and other payments required to be made by Tenant to Landlord
shall be payable to: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Associated Companies or to such other entity
at the such other address as Landlord may specify from time to time by written
notice delivered in accordance herewith.
(b) Any notice or document required or permitted to be delivered hereunder
shall be deemed to be delivered, whether actually received or not, when
deposited in the United States Mail, postage prepaid, Certified or Registered
Mail, addressed to the parties hereto at the respective addresses set out below,
or at such other address as they have theretofore specified by written notice
delivered in accordance herewith:
Landlord: Tenant:
Crow-Childress-▇▇▇▇▇▇, Limited Manchester Equipment Company, Inc.
c/o ▇▇▇▇▇▇▇▇ ▇▇▇▇ Company ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If and when included within the term "Landlord", or "Tenant", as used in
this instrument, there is more than one person, firm or corporation, all shall
jointly arrange among themselves for their joint execution of such a notice
specifying some individual at some specific address for the receipt of notices
and payments. All parties included within the terms "Landlord" and "Tenant",
respectively, shall be bound by notices given in accordance with the provisions
of this paragraph to the same effect as if each had received such notice.
27.01 MISCELLANEOUS. (a) Words of any gender used in this Lease shall be
held or construed to include any other gender, and words in the singular number
shall be held to include the plural, unless the context otherwise requires.
(b) The terms, provisions and covenants and conditions contained in this
Lease shall apply to, inure to the benefit of, and be binding upon, the parties
hereto and upon their respective heirs, legal representatives, successors and
permitted assigns, except as otherwise herein expressly provided. Landlord shall
have the right to assign any of its rights and obligations under this Lease and
Landlord's grantee or Landlord's successor, as the case may be, shall upon such
assignment, become Landlord hereunder, thereby freeing and relieving the grantor
or assignor, as the case may be, of all covenants and obligations of Landlord
hereunder. Each party agrees to furnish to the other, promptly upon demand, a
corporate resolution, proof of due authorization by partners, or other
appropriate documentation evidencing the due authorization of such party to
enter into this Lease. Nothing herein contained shall give any other tenant in
the Development or the Building any enforceable rights either against Landlord
or Tenant as a result of the covenants and obligations of either party set forth
herein. If there is more than one Tenant, the obligations of Tenant shall be
joint and several. Any indemnification of, insurance of, or option granted to
Landlord shall also include or be exercisable by Landlord's agents and
employees.
(c) The captions inserted in this Lease are for convenience only and in no
way define, limit or otherwise describe the scope or intent of this Lease, or
any provision hereof, or in any way affect the interpretation of this Lease.
(d) In no event shall Landlord's liability for any breach of this Lease
exceed the amount of rental then remaining unpaid for the then current Term
(exclusive of any renewal periods which have not then actually commenced). This
provision is not intended to be a measure or agreed amount of Landlord's
liability with respect to any particular breach and shall not be utilized by any
court or otherwise for the purpose of determining any liability of Landlord
hereunder, except only as a maximum amount not to be exceeded in any event. In
addition, it is expressly understood and agreed that nothing in this Lease shall
be construed as creating any liability against Landlord, or its successors and
assigns, personally, and in particular without limiting the generality of the
foregoing, there shall be no personal liability to pay any indebtedness accruing
hereunder or to perform any covenant, either express or implied, herein
contained, and that all personal liability of Landlord, or its successors and
assigns, of every sort, if any, is hereby expressly waived by Tenant, and that
so far as Landlord, or its successors and assigns is concerned Tenant shall look
solely to the Building for the payment thereof.
(e) Except as set forth in Section 8.01 above, this Lease may not be
altered, changed or amended except by an instrument in writing signed by both
parties hereto.
(f) All obligations of Tenant not fully performed as of the expiration or
earlier termination of the term of this Lease shall survive the expiration or
earlier termination of the Term, including without limitation, all payment
obligations with respect to Operating Costs and all obligations concerning the
condition of the Premises. Upon the expiration or earlier termination of the
Term, and prior to Tenant vacating the Premises, Landlord and Tenant shall
jointly inspect the Premises and Tenant shall pay to Landlord any amount
estimated by Landlord as necessary to put the Premises, including without
limitation heating and air conditioning systems and equipment therein, in good
condition and repair. Any work required to be done by Tenant prior to its
vacation of the Premises which has not been completed upon such vacation, shall
be completed by Landlord and billed to Tenant at cost plus fifteen percent.
Tenant shall also, prior to vacating the Premises, pay to Landlord the amount,
as estimated by Landlord, of Tenant's obligation hereunder for Operating Costs.
All such amounts shall be used and held by Landlord for payment of such
Landlord: ____________ Tenant: ____________
8
9
obligations of Tenant hereunder, with Tenant being liable for any additional
costs therefor upon demand by Landlord, or with any excess to be returned to
Tenant after all such obligations have been determined and satisfied, as the
case may be. Any security deposit held by Landlord shall be credited against the
amount payable by Tenant under this Section.
(g) If any clause, provision or portion of this Lease or the application
thereof to any person or circumstance shall be invalid or unenforceable under
applicable law, such event shall not affect, impair or render invalid or
unenforceable the remainder of this Lease nor any other clause, phrase,
provision or portion hereof, nor shall it affect the application of any clause,
phrase, provision or portion hereof to other persons or circumstances, and it is
also the intention of the parties to this Lease that in lieu of each such
clause, phrase, provision or portion of this Lease that is invalid or
unenforceable, there be added as a part of this Lease a clause, phrase,
provision or portion as similar in terms to such invalid or unenforceable
clause, phrase, provision or portion as may be possible and be valid and
enforceable.
(h) Submission of this Lease shall not be deemed to be a reservation of the
Premises. Landlord shall not be bound hereby until its delivery to Tenant of an
executed copy hereof signed by Landlord, already having been signed by Tenant,
and until such delivery Landlord reserves the right to exhibit and lease the
Premises to other prospective tenants. Notwithstanding anything contained herein
to the contrary Landlord may withhold delivery of possession of the Premises
from Tenant until such time as Tenant has paid to Landlord the security deposit
required hereunder and the first month's rent as required hereunder, and any
other sums required hereunder.
(i) Tenant shall at any time and from time to time within ten (10) days
after written request from Landlord, execute and deliver to Landlord an estoppel
certificate, in form reasonable satisfactory to Landlord.
(j) Whenever a time period is prescribed for action to be taken by
Landlord, Landlord shall not be liable or responsible for, and there shall be
excluded from the computations for any such time period, any delays due to
causes beyond the control of Landlord.
(k) Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over a time. Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county
public health unit. The above statement is incorporated in the lease as a
requirement in order to comply with Florida Statute 404.056(8).
(l) A Rider is hereby attached which further outlines the terms and
conditions of this Lease.
28.01 Effective Date. All references in this Lease to "the date hereof"
or similar references shall be deemed to refer to the last date in point of
time, on which all parties hereto have executed this Lease.
The parties intending to be bound hereby execute or cause this Lease to be
executed the ______, 19__.
WITNESSES: LANDLORD:
CROW-CHILDRESS-▇▇▇▇▇▇, LIMITED
By:
▇▇▇ ▇. ▇▇▇▇▇▇
Title: Agent
TENANT:
MANCHESTER EQUIPMENT COMPANY, INC.
--------------------------------------------- --------------------------------------------
By: /s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
Landlord: ______________ Tenant: ____________
9
10
RIDER TO THE LEASE AGREEMENT BETWEEN
CROW-CHILDRESS-▇▇▇▇▇▇, LIMITED, A TEXAS LIMITED
PARTNERSHIP ("LANDLORD") AND
MANCHESTER EQUIPMENT COMPANY, INC. A NEW YORK CORPORATION ("TENANT")
FOR PREMISES LOCATED AT:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
_____________________________________________________
29.01 Tenant Improvements - The Landlord agrees to provide leasehold
improvments based on a mutually acceptable floor plan utilizing
building standard materials. These improvements are currently
outlined in Exhibit C-1 and will be at the Landlord's expense up
to a maximum amount of $25.00 per rentable square foot.
EXECUTED the __________ day of ____________________, 19___
ATTEST/WITNESS LANDLORD
______________________________ Crow-Childress-▇▇▇▇▇▇, Limited
Title ________________________
______________________________ By: __________________________
Title ________________________ Title ________________________
ATTEST/WITNESS TENANT
______________________________ Manchester Equipment Company, Inc.
Title ________________________
______________________________ By: __________________________
Title ________________________ Title ________________________
11
CCP Phase II Building 4
EXHIBIT A
LEGAL DESCRIPTION
Approximately 2,448 square feet of office and/or warehouse space located in a
building containing approximately 53,090 square feet situated on a portion of
approximately 9.49 acres on a parcel of land lying in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ 43 East and being more particularly described as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, as shown in Exhibit B. Further
described as Congress Corporate Plaza, Phase II situated within a development
known as Congress Corporate Plaza consisting of approximately 106,180 square
feet.
12
EXHIBIT "B"
INITIALS: Landlord: Tenant:
[CHART]
13
EXHIBIT "C-1"
[CHART]
14
EXHIBIT E
ENVIRONMENTAL MATTERS
(1) Tenant's Covenants Regarding Hazardous Materials.
(A) Compliance with Environment Laws. Tenant shall at all times and in
all respects comply with all federal, state and local laws, ordinances and
regulations ("Hazardous Materials Laws") relating to industrial hygiene,
environmental protection or the use, analysis, generation, manufacture,
storage, presence, disposal or transportation of any oil, flammable explosives,
asbestos, urea formaldehyde, radioactive materials or waste, or other
hazardous, toxic, contaminated or polluting materials, substances or wastes,
including, without limitations, any "hazardous substances," "hazardous wastes,"
hazardous materials" or "toxic substances" under any such laws,
ordinances or regulations (collectively, "Hazardous Materials").
(B) Hazardous Materials Handling. Tenant shall at it own expense
procure, maintain in effect and comply with all conditions of any and all
permits, licenses and other governmental and regulatory approvals required for
Tenant's use of the Premises, including, without limitation, discharge of
(appropriately treated) materials or wastes into or through any sanitary sewer
serving the Premises. Except as discharged into the sanitary sewer in strict
accordance and conformity with all applicable Hazardous Materials Laws, Tenant
shall cause any and all Hazardous Materials removed from the Premises to be
removed and transported solely by duly licensed haulers to duly licensed
facilities for final disposal of such materials and wastes. Tenant shall in all
respect handle, treat, deal with and manage any and all Hazardous Materials in
, on under or about the Premises in total conformity will all applicable
Hazardous Materials Laws and prudent industry practices regarding management of
such Hazardous Materials. All reporting obligations imposed by Hazardous
Materials Laws are strictly the responsibility of Tenant. Upon expiration or
earlier termination of the term of the Lease, Tenant shall cause all Hazardous
Materials to be removed from the Premises and transported for use, storage or
disposal in accordance and compliance with all applicable Hazardous Materials
Laws. Tenant shall not take any remedial action in response to the presence of
any Hazardous Materials in or about the Premises or any Building, nor enter
into any settlement agreement, consent decree or other compromise in respect to
any claims relating to any Hazardous Materials in any way connected with the
Premises or Building, without first notifying Landlord of Tenant's intention to
do so and affording Landlord ample opportunity to appear, intervene or
otherwise appropriately assert and protect Landlord's interest with respect
thereto. In addition, at Landlord's request, Tenant shall remove any tanks or
fixtures which contain or contained, or are contaminated with Hazardous
Materials.
(C) Notices. Tenant shall immediately notify Landlord in writing of:
(i) any enforcement, cleanup, removal or other governmental or regulatory
action instituted, completed or threatened pursuant to any Hazardous Materials
Laws; (ii) any claim made or threatened by any person against Tenant, the
Premises or Building relating to damage, contribution, cost recovery
compensation, loss or injury resulting from or claimed to result from any
Hazardous Materials; and (iii) any reports made to any environmental agency
arising out of or in connection with any Hazardous Materials; and (iv) any
reports made to any environmental agency arising out of or in connection with
any Hazardous Materials in, on or removed from the Premises or Building,
including any complaints, notices, warnings, reports or asserted violations in
connection therewith. Tenant shall also supply to Landlord as promptly as
possible, and in any event within five (5) business days after Tenant first
receives or sends the same, with copies of all claims, reports, complaints,
notices, warnings or asserted violations relating in any way to the Premises,
Building or Tenant's use thereof. Tenant shall promptly deliver to Landlord
copies of hazardous waste manifests reflecting the legal and proper disposal of
all Hazardous Materials removed from the Premises.
INITIALS: Landlord: ______ Tenant_________
15
(2) Indemnification of Landlord. Tenant shall indemnify, defend (by
counsel acceptable to Landlord), protect, and hold Landlord, and each of
Landlord's partners, employees, agents, attorneys, successors and assigns,
penalties, forfeitures, losses or expenses (including attorney's fees) for
death of or injury to any person or damage to any property whatsoever
(including water tables and atmosphere), arising from or caused in whole or in
part, directly or indirectly, by (A) the presence in, on, under or about the
Premises or Building or discharge in or from the Premises or Building of any
Hazardous Materials or Tenant's use, analysis, storage, transportation,
disposal, release, threatened release, discharge or generation of Hazardous
Materials to, in, on, under, about or from the Premises or Building, or (B)
Tenant's failure to comply with any Hazardous Materials Law whether knowingly
or unknowingly, the standard herein being one of strict liability. Tenant's
obligations hereunder shall include, without limitation, and whether
foreseeable or unforeseeable, all costs of any required or necessary repair,
cleanup or detoxification or decontamination of the Premises or Building, and
the preparation and implementation of any closure, remedial action or other
required plans in connection therewith, and shall survive the expiration or
earlier termination of the term of the Lease. For purposes of the relaese and
indemnity provision hereof, any acts or omissions of Tenant, or by employees,
agents, assignees, contractors or subcontractors of Tenant or others acting
for or on behalf of Tenant (whether or not they are negligent, intentional,
willful or unlawful) shall be strictly attributable to Tenant.
(3) Additional Insurance or Financial Capacity. If at any time it
reasonably appears to Landlord that Tenant is not maintaining sufficient
insurance or other means of financial capacity to enable Tenant to fulfill its
obligation to Landlord hereunder, whether or not then accrued, liquidated,
conditional or contingent, Tenant shall procure and thereafter maintain in full
force and effect such insurance or other form of financial assurance, with or
from companies or persons and in forms reasonably acceptable to Landlord, as
Landlord may from time to time reasonably request. Landlord may procure such
insurance if Tenant fails to meet its obligation hereunder and the cost thereof
shall be passed through to Tenant.
(4) Environmental Audit; Right of Entry. Landlord shall have the right
to require Tenant to undertake and submit to Landlord a periodic environmental
audit from an environmental company approved by Landlord, which audit shall
cover Tenant's compliance with this Section. Tenant shall promptly comply with
all requirements of such audit and cure all matters raised therein at Tenant's
sole cost.
(5) Radon Gas - Radon is a naturally occuring radioactive gas that,
when it has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from
your county public health unit.
The above statement is incorporated in the lease as a requirement
in order to comply with Florida Statute 404.056(8).
INITIALS: Landlord:________Tenant:________
16
▇▇▇▇▇▇▇▇ ▇▇▇▇ Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ Fax
April 5, 1990
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
Manchester Equipment Company, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Rental Concession Ageement for Facility at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇▇▇:
Landlord leases the above-referenced facility to Manchester Equipment Company,
Inc., on an initial lease term of sixty (60) months. In consideration of
Manchester Equipment Company, Inc., fulfilling all other terms and obligations
of the sixty (60) month lease, Landlord agrees to ▇▇▇▇▇ the base rent of
Manchester Equipment Company, Inc., for the first 12 months from the move-in
date in the monthly amount of $2,321.52. It is agreed that Tenant shall occupy
the above premises base rent free for the aforesaid twelve month
period.
The monthly rental payment is subject to adjustments in accordance with the
lease. Other costs, but not limited to, operating expenses, common area costs,
utilities and security costs, if any, will commence on the "Move-in Date" of
the Lease Agreement. All payments are subject to the applicable state sales
tax.
Please indicate your acceptance of the above by signing one copy of this letter
and returning it to my attention.
Sincerely,
▇▇▇▇▇▇▇▇ ▇▇▇▇ Company - Commercial AGREED AND ACCEPTED:
South Florida Office Division Manchester Equipment Company,
Inc.
/s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇ /S/
▇▇▇▇▇ ▇. ▇'▇▇▇▇ By: ____________________________
Project Manager
Date: __________________________
KCO/srk
17
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE, dated this _____ day of ______________, 1994,
by and between Regent Holding Corporation, c/o ▇▇▇▇▇▇▇▇ ▇▇▇▇ Company whose
address is ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Landlord), and
Manchester Equipment Company, Inc., whose address is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Tenant).
WITNESSETH:
Landlord hereby demises and leases unto Tenant and Tenant hereby hires
and takes from Landlord, upon and subject to the covenants and agreements set
forth in that certain Lease dated August 16, 1990, (the "Lease"), made between
Landlord and Tenant, certain premises (Demised Premises) comprising part of the
commercial real property known as Congress Corporate Plaza, located upon the
tract of land described in Exhibit A attached hereto and made a part thereof,
and consisting of the parcel of land, together with the building(s) erected
thereon.
Landlord and Tenant desire to record this Memorandum of Lease for the
purpose of placing the public on notice of inquiry as to the specific
provisions, terms, covenants and conditions of the Lease, all of which are
incorporated herein by reference with the same force and effect as if herein
set forth in full. Specifically, the Lease contains, among others, the
following covenants and agreements between the parties:
"Neither Tenant nor anyone claiming by, through or under Tenant,
including, without limitation, contractors, subcontractors, materialmen,
mechanics and laborers, shall have any right to file or place mechanic's,
materialmen's or other liens of any kind whatsoever upon the demised premises or
upon the tract of land described on Exhibit A, or any portion thereof; on the
contrary, any such liens are specifically prohibited and shall be null and void
and of no further force or effect."
Notice is hereby given pursuant to Section 713.10, Florida Statutes,
that the Lease contains the following provision:
"Tenant has no power to subject Landlord's interest in the
demised premises to any claim or lien of any kind or character
and any persons dealing with Tenant must look solely to
the credit of the Tenant for payment."
This Memorandum of Lease is being recorded in lieu of recording the
Lease itself for the purpose of placing the public on notice or inquiry as to
the specific provisions, terms, covenants and conditions thereof, and nothing
herein contained is intended to or does change modify or affect any of the
terms or provisions of the Lease or the rights, duties, obligations, easements
and covenants running with the land created hereby, all of which remain in full
force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed and sealed
this Memorandum of Lease as of the day and year first above written.
TENANT:
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
_________________________________
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
______________________________________
Printed Signature
▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇: _________________________________
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
______________________________________
Post Office Address
PASTU94/Manch.AME
18
As to Tenant
TENANT
STATE OF NEW YORK
COUNTY OF SUFFOLK
The foregoing instrument was acknowledged before me this 20 day of
July, 1994, by __________________________________, a ______________________
of ___________________________ on behalf of the ___________________________.
The above-named individual / / is personally known to me, or / / has produced
the following identification ________________________________________________
which is current or has been issued within the past five years and bears a
serial or other identifying number and did (did not) take an oath.
[NOTARY SEAL] /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ _____________________________________
Notary Public, State of New York Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
No. 4979229 NOTARY PUBLIC-STATE OF ______________
Qualified in Suffolk County Commission Number: __________________
Commission Expires March 25, 1995 My Commission Expires:
LANDLORD:
REGENT HOLDING CORPORATION,
A FLORIDA CORPORATION
By: [Signature Illegible]
___________________________________
Title: [Illegible]
________________________________
As to Landlord
LANDLORD
(NOTARIAL SEAL)
STATE OF FLORIDA
COUNTY OF ____________________
The foregoing instrument was acknowledged before me this 15 day of
August, 1994, by [Illegible], a _____________________of ______________________
on behalf of the ____________________________. The above-named individual / /
is personally known to me, or / / has produced the following identification
__________________________________ which is current or has been issued within
the past five years and bears a serial or other identifying number and did (did
not) take an oath.
/s/ ▇▇▇▇▇ ▇▇▇▇▇
______________________________________
Print Name: ▇▇▇▇▇ ▇▇▇▇▇
NOTARY PUBLIC-STATE OF FLORIDA
Commission Number: __________________
My Commission Expires:
▇▇▇▇▇ ▇▇▇▇▇
Notary Public, State of Florida
My Comm. Expires Nov. 1, 1997
No. CC 327293
(NOTARIAL SEAL)
19
FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN REGENT HOLDING
CORPORATION, A FLORIDA CORPORATION, ("LANDLORD") SUCCESSOR TO
CROW-CHILDRESS-▇▇▇▇▇▇, LTD., A TEXAS LIMITED PARTNERSHIP AND
MANCHESTER EQUIPMENT COMPANY, INC., A NEW YORK CORPORATION
("TENANT") FOR PREMISES LOCATED AT
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
THIS FIRST AMENDMENT TO LEASE is made this 19th day of July, 1994 between REGENT
HOLDING CORPORATION, a FLORIDA CORPORATION, ("Landlord") SUCCESSOR TO CROW-
CHILDRESS-▇▇▇▇▇▇, LTD., A TEXAS LIMITED PARTNERSHIP AND MANCHESTER EQUIPMENT
COMPANY, INC., A NEW YORK CORPORATION ("Tenant").
BACKGROUND
By the Original Lease dated April 16, 1990 referenced above, Landlord leased to
Tenant approximately 2,448 square feet at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇.
At this time, Landlord and Tenant wish to extend the term of the Lease and
modify the Base Rental.
AGREEMENT
In consideration of the mutual promises of the parties, intending to be legally
bound, hereby agree as follows:
1. The Lease is hereby modified and extended for a period of 36 months,
beginning August 1, 1995 and expiring July 31, 1998 ("the Extended Term").
2. The Base Rent outlined in Paragraph 3.01 and Rent Escalation outlined in
Paragraph 3.02 of the Lease is hereby amended according to the following
schedule:
Month of Extended Term Monthly Base Rent
July 1, 1994 to July 31, 1995 $1,949.20
August 1, 1995 to July 31, 1996 $2,046.66
August 1, 1996 to July 31, 1997 $2,148.99
August 1, 1997 to July 31, 1998 $2,256.44
3. Landlord Lien Protection. Neither Tenant nor anyone claiming by, through or
under Tenant, including, without limitation, contractors, subcontractors,
material men, mechanics and laborers, shall have any right to file or place
mechanic's, material men's or other liens of any kind whatsoever upon the
demised premises or upon the tract of land described on Exhibit A, or any
portion thereof; on the contrary, any such liens are specifically prohibited
and shall be null and void and of no further force or effect.
Tenant has no power to subject Landlord's interest in the demised premises
to any claim or lien of any kind or character and any persons dealing with
Tenant must look solely to the credit of the Tenant for payment.
4. Larger Quarters. Provided Tenant is not and has not been in default under
the Lease, and if Tenant desires to expand the premises to a larger space in
property owned by
P:/STU94/Manch.AME
INITIALS: Landlord: /s/ Tenant: /s/
20
FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN REGENT HOLDING CORPORATION, A FLORIDA
CORPORATION, ("LANDLORD") SUCCESSOR TO CROW-CHILDRESS-▇▇▇▇▇▇, LTD., A TEXAS
LIMITED PARTNERSHIP AND MANCHESTER EQUIPMENT COMPANY, INC., A NEW YORK
CORPORATION ("TENANT") FOR PREMISES LOCATED AT
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(continued)
Landlord, which space shall be at least 50 percent larger than the
premises, and shall be vacant and available for lease, (the "Larger
Quarters") Tenant shall so notify Landlord in writing (the Notice"),
which notification shall be delivered to Landlord at least 180 days
prior to the date Tenant seeks to effectuate such move. Thereafter, the
parties agree to negotiate with due diligence a new lease for the
Larger Quarters. Upon execution of a new lease, Landlord agrees to
cancel the Lease for the Premises, such cancellation to be effective on
the later to occur of 180 days after delivery of such Notice or the
date Tenant vacates the Premises and commences paying rent on the
Larger Quarters. At the time of the vacation of the Premises, the
parties shall execute an appropriate termination agreement pursuant to
which Tenant shall be responsible for all obligations under this Lease
accruing as of the date of such termination as if such date were the
date originally fixed in this Lease for the expiration of the term
hereof.
5. Except as set forth in this First Amendment, the Lease is not otherwise
modified and where the provisions of this First Amendment conflict with
this Lease, this First Amendment shall override.
WITNESSES: LANDLORD:
Regent Holding Corporation, a Florida
corporation
/s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/
---------------------------- -------------------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title:
---------------------------- -----------------------------
TENANT:
Manchester Equipment Company, Inc., a
New York corporation
/s/ By: /s/
---------------------------- -------------------------------
/s/ Title: President
---------------------------- -------------------------------