EXHIBIT 10.22
FIRST AMENDMENT TO LEASE
The Lease ("Lease") between Green Road Associates Limited Partnership ("Lessor")
and Prestolite Electric, Incorporated ("Lessee") dated March 8, 1994 for certain
premises in the Building at 0000 Xxxxx Xxxx, Xxx Xxxxx, Xxxxxxxx ("Building") is
hereby amended as follows:
1. Paragraph 1 "Leased Premises" is hereby amended by increasing the area
of the Premises by an additional 3,278 square feet to a total 7,778
square feet, and Exhibit A to the Lease is hereby amended and attached
hereto to reflect the additional square feet.
2. Paragraph 6 "Rent" is hereby amended to increase the monthly rent
commencing October 1, 1994 to 5,509.42 per month. Upon execution of
this Amendment, Lessee may occupy the additional 3,278 square feet,
rent free, until October 1, 1994.
3. Paragraph 7 "Net Features" is hereby amended to increase the square
feet used to determine Lessee's pro rata share from 4,500 square feet
to 7,778 square feet commencing October 1, 1994.
4. Xxxxxxxxx 00 "Xxxxx" (x) is hereby amended by increasing the
percentage used to determine Lessee's share of all Building real
estate taxes from 5.0 percent to 8.64 percent commencing October 1,
1994.
5. Paragraph 18 "Insurance" is hereby amended by increasing the
percentage used to determine Lessee's share of all Building insurance
from 5.0% to 8.64% commencing October 1, 1994.
Except as modified by the terms of this First Amendment, the Lease and all its
provisions are hereby confirmed and shall continue in full force and effect.
Dated: July 25, 1994
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Lessor: GREEN ROAD ASSOCIATES Lessee: PRESTOLITE ELECTRIC,
LIMITED PARTNERSHIP, a INCORPORATED, a
Michigan limited partnership Delaware corporation
By: FIRST XXXXXX CORPORATION,
GENERAL PARTNER By: /s/ Xxxxx X. Xxxxxxxxx
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/s/ Xxxxxxx X. Xxxxxx
------------------------------- Its: Vice President
Xxxxxxx X. Xxxxxx, President --------------
PRESTOLITE ELECTRIC, INC.
First Amendment Rent Calculation Summary
June 22, 1994
Annual
Rent
Square Feet Monthly Rent per Foot
----------- ------------ ----------
Original Lease 4,500 $3,187.50 $8.50
First Amendment 3,278 $2,321.92 $8.50
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Total 7,778 $5,509.42
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March 2, 1994
LEASE
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LEASE, entered into March 8, 1994 between Green Road Associates
Limited Partnership (hereinafter referred to as "Lessor"), whose address is c/o
First Xxxxxx Corporation, 000 Xxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxx 00000 and
Prestolite Electric, Incorporated, a Delaware corporation (hereinafter referred
to as "Lessee"), whose address is 0000 Xxxxxxxxxxxx Xxxxxxxxx, Xxx Xxxxx,
Xxxxxxxx 00000, by which the parties agree as follows:
1. Leased Premises. Lessor leases to Lessee certain premises at
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0000 Xxxxx Xxxx, Xxx Xxxxx, Xxxxxxxx as outlined in Exhibit A
attached hereto, including 4,500 leasable square feet,
hereinafter referred to as the "Premises." The building of which
the Premises is a part is hereinafter referred to as the
"Building."
2. Term. The term of this Lease shall commence on May 1, 1994 and
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shall continue for a period of four (4) years and ten (10)
months, terminating on December 31, 1998. As used herein, the
term "Lease Year" shall mean a period of twelve consecutive
months, the first Lease Year commencing March 1, 1994.
3. Condition of Premises. Lessee shall take the Premises on an "as-
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is" basis. Lessor and Lessee shall mutually agree on the
selection of an architect and contractor. All improvements to
the Premises must be approved in writing in advance by Lessor,
which approval shall not be unreasonably withheld.
4. Lessor's Improvements. Lessor shall provide at its sole cost the
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improvements set forth in exhibit B attached hereto.
5. Lessee's Improvements. Other than the improvements by Lessor set
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forth in Exhibit B, Lessee shall do all its own improvements
including interior men's and women's handicap lavatories.
6. Rent. Lessee shall pay to Lessor as annual rent for the Premises
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for the term hereof the amount of Thirty-Eight Thousand, Two
Hundred Fifty ($38,250) Dollars in equal monthly installments of
Three Thousand, One Hundred Eighty-Seven Dollars and Fifty Cents
($3,187.50) in advance on the first day of each month for the
term hereof. Partial months shall be prorated based on a 365 day
year. The annual rent payable under this Lease shall be adjusted
annually at the beginning of the second Lease Year and each
succeeding Lease Year during the term of this Lease and any
renewals thereof to the amount equal to the annual rent for the
first Lease Year increased by the percentage increase, if any, in
the Consumer Price Index (as hereinafter defined) from the third
month preceding the month in which the first Lease Year commenced
to the third month preceding the
month in which said rental increase is to take effect.
Notwithstanding the foregoing, in no event shall the rent to be
paid by Lessee hereunder decrease from one Lease Year to the
next. As used herein, "Consumer Price Index" means the Consumer
Price Index for All Urban Consumers, U.S. City Average, All
Items, 1982-84 = 100, as issued by the Bureau of Labor
Statistics, United States Department of Labor. If at any time
during the term hereof the United States Bureau of Labor
Statistics shall discontinue the issuance of the CPI, then the
parties agree to use any other standard, nationally recognized
cost of living index then issued and available, which is
published by the United States Government, and if no governmental
index is then published, then by any generally recognized
privately published index of the cost of living. By way of
illustrating the formula to be used in calculating the annual
rent increase, assume that a five year lease commenced on July
15, 1980 and that the initial annual rent was $1,000. The new
rent effective at the beginning of the third lease year would be
calculated as follows. Since the hypothetical lease commenced on
July 15, 1980, the first lease year would commence on August 1,
1980 and the third lease year on August 1, 1982. Hence the CPI
data to be used would be for the months of May, 1980 and May,
1982. Assume that the CPI for these months was 200.0 and 250.0,
respectively. The new annual rent effective August 1, 1982 would
be determined as follows: [[(250.0 -200.0) / 200.0] x $1,000] +
$1,000 = $1,250. If any rent payment due hereunder is more than
four days late, Lessee shall pay Lessor a service fee equal to
two percent (2%) of said rent payment. The payment of this late
payment service fee will not constitute a waiver by Lessor of any
default by Lessee under this Lease. The rent to be paid by Lessee
hereunder shall not be diminished by the additional payments to
be made by Lessee as provided in Paragraphs 7, 8, 9 and 10
hereof.
7. Net Features. The rent during the term of this Lease shall be on
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a net-net-net basis. That is to say, the Lessee, and not the
Lessor, shall pay all costs connected with the Premises
including, but not limited to: real estate taxes as hereinafter
determined (or any other tax or charge imposed by any
governmental authority expressly designated and identifiable as a
substitute for such taxes), personal property taxes (all
improvements to the Premises by Lessee or on behalf of Lessee by
Lessor shall be taxed as personal property), special annual
assessments, utilities, service charges, janitorial, maintenance
[including the maintenance and repair of (a) all plumbing,
electrical, and mechanical systems serving the Premises whether
such systems be inside or outside the Building (except heating
and cooling units)]; (b) the grounds and parking lots of the
Premises (pro rata share); and (c) insurance and so forth. Such
items shall be paid before they become overdue or delinquent.
Failure to do so shall be a default of the Lease. There shall be
no deduction from the rent on account of the Lessee's payment of
such costs. Lessee's pro rata share is determined by
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dividing the 4,500 square feet of Premises by the gross area of
90,000 square feet in the Building.
8. Utilities. Lessee shall pay for the cost of all gas,
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electricity, water and other utilities used in or for the
Premises. Lessee shall pay its pro rata share based on estimated
usage where such utilities are not individually metered.
9. Janitorial Services. Lessee shall be responsible for janitorial
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services and window cleaning for the Premises.
10. Taxes. (a) Lessee shall pay to Lessor 5.0 percent of all
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Building real estate taxes during the term hereof.
(b) As used herein, "Building real estate taxes" shall mean:
(i) all real estate, ad valorem or personal property taxes
levied with respect to the Building, the land on which the
Building stands (hereinafter called the "Land") and the
improvements, fixtures and equipment and any other property,
real or personal, located in and about the Building or Land
and used in connection with the operation thereof (excluding
any personal property owned by any other tenant within the
Building);
(ii) any other tax, annual installments relating to a
general or special assessment, governmental charge imposed
upon or in respect to the Building or Land, including,
without limitation, a tax upon any rent therefrom, or any
occupancy or use thereof;
(iii) any annual installments relating to water and sewer
general or special assessments, charges, excises, levies,
license and permit fees, transfer taxes, and all other
similar charges, if any, which are levied, assessed, or
imposed upon or become due and payable in connection with,
or liens upon, the Building, the Land or facilities used in
connection therewith, and rentals or receipts therefrom; and
(iv) all taxes of whatsoever nature that are imposed in
substitution for or in lieu of any taxes, assessments or
other charges included in this definition.
(c) Lessor shall have the right in its discretion to contest the
amount or validity of the Building real estate taxes by
appropriate legal proceedings and to invoice Lessee for the cost
of any such contest with the advance written approval of Lessee.
Lessee shall have the right to contest Building taxes at its own
expense. Building real estate taxes shall be paid by Lessee to
Lessor no later than five days prior to the date payment of
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such taxes is due to the taxing authorities; provided, however
that in the event Lessor is required under any mortgage covering
the Building to escrow real estate taxes, Lessee shall pay such
taxes in monthly installments in advance on or before the first
day of each calendar month. Lessor shall use the amount required
to be so escrowed as a basis for determining said installments.
A late payment charge equal to 2% of the amount due shall be
added to any payments for real estate taxes not received within
15 days of invoice by Lessor. During the first and last years of
the term hereof, Building real estate taxes shall be prorated
based on the fiscal years of the taxing authorities.
(d) Lessee shall be liable for and shall pay thirty days prior to
delinquency the following:
(i) taxes, levies and assessments levied against or measured
by the cost or value of Lessee's equipment, fixtures and
other personal property located in the Premises including
the cost or value of any leasehold improvements made in or
to the Premises by Lessee or for Lessee, regardless of
whether Lessee paid for such improvements. Lessee shall
report annually all leasehold improvements for the Premises
on the City of Xxx Arbor's personal property assessment form
and send a copy to the Lessor within five (5) days after the
date the form is due to the City of Xxx Arbor. Failure to
do so within ten days of written notice from Lessor shall be
a default under the Lease;
(ii) taxes, levies and assessments levied upon or measured
by the Rental or any other sum payable hereunder or on
Lessor's business of Leasing the Premises excepting only net
income taxes (which is defined to mean federal and state
income taxes and the Michigan Single Business Tax) and that
portion, if any, of income and franchise taxes which may
hereafter be assessed in lieu of or substituted in whole or
in part for real estate and personal property taxes which
are payable by Lessee;
(iii) taxes, levies and assessments levied against or with
respect to the possessions, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Lessee
of the Premises; or
(iv) taxes, levies and assessments levied against or upon
the transaction or any document to which Lessee is a party
creating or transferring an interest in the Premises.
11. Security Deposit. Lessee shall deposit with Lessor upon
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execution hereof the amount of Three Thousand One Hundred Eighty
Seven Dollars and Fifty Cents ($3,187.50) as security for
Lessee's faithful performance of its
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obligations hereunder. If Lessee fails to pay the rent or
otherwise defaults with respect to any provision of this Lease,
Lessor may use, apply or retain all or any portion of said
deposit for the payment of any rent or other charge in default,
or for the payment of any other sum to which Lessor may become
obligated by reason of Lessee's default or to compensate Lessor
for any loss or damage which Lessor may suffer thereby. Said
deposit shall not be a limitation on Lessor's damages or other
rights under this Lease, or a payment of liquidated damages or an
advance payment of the rent. If Lessor so uses or applies all or
any portion of said deposit, Lessee shall, within five (5) days
after written demand thereof, deposit cash with Lessor in an
amount sufficient to restore said deposit to the full amount
hereinabove stated and Lessee's failure to do so shall be a
material breach of this Lease. Lessor shall not be required to
keep said deposit separate from its general accounts. If Lessee
has not been in default, said deposit, or so much thereof as has
not theretofore been applied by Lessor, shall be applied to the
thirteenth month's rent.
12. Place and Form for Payment of Rent. All payments of rent shall
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be delivered to Lessor at First Xxxxxx Corporation, 000 Xxxxx
Xxxxxx, Xxx Xxxxx, Xxxxxxxx 00000 or at such other place as
Lessor shall designate from time to time in writing. Rent
payments shall be made payable to Green Road Associates.
13. Financing. (a) If in connection with obtaining by Lessor of any
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financing or refinancing for the Building, the lender shall
request reasonable modifications in this Lease as a condition to
such financing or refinancing, Lessee will not unreasonably
withhold, delay or defer its consent thereto, provided that such
modifications do not increase the obligations of Lessee hereunder
or in a material manner adversely affect the leasehold interest
hereby created.
(b) Lessee agrees that this Lease shall be subordinate to any
mortgages that may hereafter be placed or made upon the Building,
provided the mortgagee named in any such mortgages shall agree to
recognize the lease of Lessee in the event of foreclosure if
Lessee is not in default.
(c) Lessee agrees within ten (10) days after request by Lessor to
execute in recordable form and deliver to Lessor a statement, in
writing, certifying (a) that this Lease is in full force and
effect, (b) the date of commencement of the term of this Lease,
(c) that rent is paid currently without any off-set thereto, (d)
the amount of rent, if any, paid in advance, and (e) that there
are no uncured defaults by Lessor or stating those claimed by
Lessee, provided that, in fact, such facts are accurate and
ascertainable.
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(d) If proceedings are brought for the foreclosure of, or in the
event of exercise of the power of sale under, any mortgage made
by Lessor covering the leased Premises, Lessee shall become the
lessee of, and attorn to, the purchaser upon any such foreclosure
or sale and recognize such purchaser as the Lessor under this
Lease. The obligation of Lessee hereunder to attorn to the
purchaser shall be conditioned upon the agreement of such
purchaser to recognize the rights of Lessee under this Lease.
*
14. Use of Premises. (a) Lessee shall use and occupy the Premises
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as a research center and for any other lawful purpose allowed
under the Xxx Arbor Zoning Ordinance.
(b) Lessee will keep the Premises clean and shall not create any
nuisance, noises, vibrations, electrical discharges, radiation or
other disturbances that shall in any way unreasonably impair the
peace, quietness, comfort, or security of neighboring buildings
nor do anything that will cause any extra hazard, impair the
validity of any policy of insurance now or hereafter placed on
the Building, or that will violate any prohibitions in any such
policy. Lessee will not store or place any materials outside of
the Building.
(c) Lessee, shall, at its own cost and expense, comply with all
of the requirements of all valid laws and regulations, municipal,
state and federal, now in force, or which may hereafter be in
force, pertaining to the use and occupancy of the Premises.
15. Acceptance of Premises. Except as Lessor and Lessee may
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otherwise agree in writing at such time, and except for the
Lessor's representation and warranties set forth in this Lease,
the taking of possession by Lessee shall be conclusive evidence
that Lessee has examined the Premises, has found them to be in
satisfactory condition and accepts the Premises "as-is," and that
Lessor up to such time had performed all of its obligations
hereunder.
16. Alterations by Lessee. Lessee shall not make any alterations,
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additions and improvements to the Premises without the Lessor's
written consent, which consent shall not unreasonably withheld,
and all alterations, additions and improvements made by either of
the parties hereto upon the Premises, except movable office
furniture, machinery, research equipment, books and records, and
trade fixtures put in at the expense of the Lessee, shall be the
property of the Lessor, and shall remain upon and be surrendered
with the Premises at the termination of this Lease; provided,
however, that the Lessee shall have the option of removing
additions as specified made by it if the Premises are restored to
good condition following such removal and any damages to the
Premises resulting from such removal are repaired.
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Lessor may, at its option, at the time of its approval require
Lessee to remove, at Lessee's sole expense, certain improvements
as specified in writing by Lessor and repair any damage resulting
therefrom, upon the expiration or earlier termination of this
Lease. In the event a mechanic's or other liens are filed,
arising from any improvement or repair activities of Lessee,
Lessee shall at its expense within ten (10) days of notice from
Lessor cause such lien to be discharged or post a bond for the
benefit of Lessor in an amount satisfactory to Lessor.
17. Repairs by Lessee. Lessee covenants and agrees that it will, at
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its own expense, during the term of this Lease, keep the Premises
and every part thereof (including, but without limitation, the
exterior and interior portion of all doors, windows, mechanical
systems, floors, ceilings, walls and structural elements) in good
order and condition and at the expiration of the term, yield and
deliver up the same in like condition as when taken, normal wear
and tear, and damage covered by insurance excepted. As used
herein, "mechanical systems" shall include all plumbing,
electrical and sprinkler systems serving the Premises, whether
located inside or outside the Premises.
18. Insurance. Lessor shall maintain liability, fire and extended
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coverage insurance on the Building in which the Premises are
located, and Lessee shall pay 5.0% of the cost of such insurance
within ten (10) days of receipt of invoice from Lessor. Lessee
shall maintain fire and extended coverage insurance with respect
to its personal property located on the Premises. In addition,
Lessee shall maintain a policy of public liability and property
damage liability insurance with a combined single occurrence
limit of not less than $2,000,000.00 insuring Lessee against any
liability arising out of the use, occupancy or maintenance of the
Premises and all areas appurtenant thereto. Such insurance shall
be self-insured by Lessee or issued by an insurance company
acceptable to Lessor. Upon request Lessee shall provide Lessor
with a certificate of insurance for said policy. No such policy
shall be cancelable or subject to reduction of coverage or other
modification except after thirty (30) days' prior written notice
to Lessor. Lessor and Lessee and all other parties claiming
under them hereby mutually release and discharge each other from
all claims and liabilities to the extent covered by insurance,
regardless of the cause of any damage, loss or injury to person
or property, to the extent such waiver of liability is permitted
by any applicable policies of insurance maintained by Lessor
and/or Lessee, as the case may be. Provided other tenants of
Lessor waive subrogation against Lessee, Lessee waives any and
all rights Lessee may have against said other tenants for damage
to or destruction of the demised Premises due to any casualty
insurable by the customary form of fire and extended coverage
insurance, whether such damage or destruction be due to said
tenants' negligence or otherwise.
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19. Destruction - Fire or Other Cause. If the Premises shall be
---------------------------------
rendered untenantable by fire or other casualty, then Lessor
shall make the Premises tenantable as speedily as possible, and
the rent shall be abated in whole or in part, according to the
portion of the Premises which is rendered untenantable, during
the period of untenantability, except that there shall be no
abatement for the time required for the replacement or repair of
any property of Lessee, in excess of the time required to make
the Premises tenantable. In the event that the Premises cannot
be made tenantable within ninety (90) days after the occurrence
of the fire or other casualty, then either Lessor or Lessee may
terminate this Lease by notification to the other of such
termination within ten (10) days after (a) expiration of said 90-
day period or (b) Lessor shall have notified Lessee of the time
required to make them tenantable. Lessor shall, in its sole
judgment, reasonably exercised, determine the length of time
required to make the Premises tenantable, and shall notify Lessee
of such determination within ten (10) days after the occurrence
of the fire or other casualty.
20. Eminent Domain. In the event that all or a substantial portion
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of the Premises be lawfully condemned or taken in any manner for
any public or quasipublic use to the extent of more than 50% of
its value, Lessor or Lessee, by written notice to the other, may
terminate this Lease. In the event that the Premises be so
condemned or taken to any extent and neither party terminates
this Lease, this Lease shall cease as to the part taken and the
rent adjusted so that Lessee shall pay a pro rata portion of the
rent determined by the amount of space (and rate therefor)
remaining after the taking. Lessor shall be entitled to receive
the entire award from any such condemnation or taking of the
Premises or any part thereof, without deduction therefrom for any
estate or interest granted to Lessee by this Lease, provided,
that nothing herein contained shall be deemed to prevent Lessee
from claiming compensation for relocation costs or loss for
interruption of business in the event an award with respect
thereto is provided for by law or is fixed in the proceeding in
which such taking shall occur. In the event of a partial taking
which does not result in a termination of the Lease, Lessor shall
build, repair or replace any outer walls, floor, or roof
necessary to make the Premises tenantable.
21. Assignment and Subletting. Lessee shall not assign this Lease or
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sublet the Premises or any part thereof without the written
consent of Lessor, which consent shall not be unreasonably
withheld. Under no circumstances shall Lessee have the right to
sublease the Premises to more than one sublessee. Should Lessee
give Lessor notice of a proposed sublease or assignment, Lessor
shall have the right to terminate the Lease on the date said
sublease or assignment would otherwise take effect. Any other
provision of this Paragraph to the contrary notwithstanding,
Lessor shall not be required to give its consent to an assignment
or subletting of the leased Premises, or any part thereof, if the
effect of such assignment or subletting would be to
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create a profit for the Lessee. Lessee may include in its
calculation for determining its costs the amortization of the
improvements to determine whether the sublease or assignment
creates a profit. In such cases, any profit for the assignment
or subletting shall be paid to the Lessor. Lessee agrees that it
shall not be unreasonable for Lessor to withhold its consent to a
proposed assignment or subletting if: (i) Lessor believes that
the proposed assignee or sublessee is not as financially
responsible as Lessee on the date hereof; (ii) Lessor believes
that the proposed assignee or sublessee will not conduct on the
Premises a business of a quality equal to that conducted by
Lessee; or (iii) Lessor believes that the business of the
proposed assignee or sublessee, conducted on the Premises, will
have an impact upon the common facilities dissimilar to that of
Lessee's business or will require services of Lessor dissimilar
to those required by Lessee. Lessor's consent to one assignment
or sublease shall not waive the requirement of its consent to any
subsequent assignment or sublease. In the event Lessor consents
to Lessee's subletting, Lessee shall include in such sublease all
of the pertinent terms contained herein, and Lessee shall furnish
Lessor with a certified copy of any and all subleases affecting
the demised Premises prior to such consent; and in case of
default by Lessee giving Lessor right of entry for breach of
condition subsequent, Lessee, at Lessor's option shall assign all
of Lessee's right, title and interest in any subleases made by
Lessee. Lessor's consent to an assignment shall not be effective
until Lessor has received a written document in which the
assignee has assumed and agreed to perform all of Lessee's
obligations in the Lease. Lessor's consent to an assignment or
sublease shall not release the Lessee from the payment and
performance of its obligations in the Lease, but rather the
Lessee and its assignee shall be jointly and severally primarily
liable for such payment and performance.
22. Default, Eviction, Termination, and Damages. If Lessee shall
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fail to pay any rent or other undisputed charges due hereunder
within ten (10) days of the date said charges are due, or if
Lessee shall fail to comply with any material details,
provisions, or covenants of this Lease other than the payment of
rent and shall not cure such failure within thirty (30) days
after written notice thereof, or a reasonable period of time if
diligently pursuing a cure, or if Lessee shall be adjudged
bankrupt by a court of competent jurisdiction, or if a receiver
or trustee shall be appointed for all or substantially all of the
assets of Lessee, then in any such event, Lessee shall be deemed
in default. When Lessee is in default, Lessor, besides other
rights or remedies it may have, shall have the right to declare
this Lease terminated and the term ended, shall have the right to
evict Lessee under Summary Proceeding law. Should Lessor elect
to reenter, as herein provided, or should it take possession
pursuant to legal proceedings or pursuant to any notice provided
for by law, it may either terminate this Lease or it may from
time to time, without terminating this Lease, make such
alterations and repairs as it may deem appropriate in order to
re-rent
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the Premises, and re-rent said Premises or any part thereof for
such term or terms (which may be for a term extending beyond the
term of this Lease) and at such rental or rentals and upon such
other terms and conditions as Lessor in its sole discretion may
deem advisable. If Lessor has other unoccupied space similar to
the Premises, Lessor shall be under no duty to attempt to re-rent
these Premises (and Lessee shall be entitled to no reduction in
its indebtedness to Lessor as a result of any such failure by
Lessor) until such other space has been rented. Upon each such
re-renting, all rentals and other sums received in any month by
Lessor from such re-renting shall be applied, first to the
payment of any indebtedness other than rent due hereunder from
Lessee to Lessor; second, to the payments of any costs and
expenses of such rerenting, including reasonable brokerage fees
and attorneys' fees and of costs of such alterations and repairs;
third, to the payment of rent and other charges due and unpaid
hereunder; and the residue, if any, shall be held by Lessor and
applied in payment of future rent as the same may become due and
payable hereunder. If such rentals and other sums received from
such re-renting during any month be less than that to be paid
during that month by Lessee hereunder, Lessee shall pay such
deficiency to Lessor. Such deficiency shall be calculated and
paid monthly. No such re-entry or taking possession of said
Premises by Lessor shall be construed as an election on its part
to terminate this Lease unless a written notice of such intention
be given to Lessee or unless the termination thereof be decreed
by a court of competent jurisdiction. Notwithstanding any such
re-renting without termination, Lessor may at any time hereafter
elect to terminate this Lease for such previous default. Should
Lessor at any time terminate this Lease for any default, in
addition to any other remedies it may have, it may recover from
Lessee all damages it may incur by reason of such default,
including the cost of recovering the leased Premises, reasonable
attorneys' fees, and including the worth at the time of such
termination of the excess, if any, of the amount of rent and
charges equivalent to the rent reserved in this Lease for the
remainder of the stated term over the then reasonable rental
value of the leased Premises for the remainder of the stated
term, all of which amounts shall be immediately due and payable
from Lessee to Lessor. In case suit shall be brought for
recovery of possession of the leased Premises, for the recovery
of rent or any other amount due under the provisions of this
Lease, or because of the failure by Lessee to abide by any
material detail, provision, or covenant herein contained, the
non-prevailing shall pay to the prevailing party all expenses
incurred in connection with such suit, including reasonable
attorneys' fees.
23. Surrender of Premises. Upon the expiration or the earlier
---------------------
termination of the term of this Lease, Lessee shall quit and
surrender the Premises to Lessor in good order and condition,
ordinary wear, damage by the elements, and damage which is the
responsibility of Lessor excepted; and Lessee shall remove all of
its property and shall repair any damage to the
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Premises caused by such removal. Any personal property of Lessee
or of anyone claiming under Lessee which shall remain on the
Premises after the expiration or termination of the Lease term
shall be deemed to have been abandoned by Lessee, and either may
be removed by Lessor as its property or may be disposed of in
such manner as Lessor may see fit, and Lessor shall not be
responsible for the same.
24. Access to Premises. Lessor shall have the right to enter upon
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the Premises at all reasonable hours upon reasonable notice for
the purpose of inspecting the same, preventing waste, loss, or
destruction, removing obstructions, making such repairs or
alterations as it is obligated to make under the terms of this
Lease, or to enforce any of Lessor's rights or powers under this
instrument. The Lessor may show the Premises to prospective
tenants at any time during the last six (6) months of the term of
this Lease.
25. Heirs and Assigns. The covenants, conditions, and agreements
-----------------
contained in this Lease shall bind and inure to the benefit of
Lessor and Lessee and their respective heirs, distributees,
executors, administrators, successors, and, except as otherwise
provided in this Lease, their assigns.
26. Quiet Enjoyment. So long as Lessee pays the rent and performs
---------------
all of its obligations in this Lease, Lessee's possession of the
Premises will not be disturbed by Lessor, its successors or
assigns.
27. Signs. Lessee shall not fasten to or paint upon any part of the
-----
Premises or Building any sign, advertisement, notice or handbill
without the prior written consent of the Lessor, which consent
shall not be unreasonably withheld. Lessor may, without notice
to Lessee, remove any such sign, advertisement, notice or
handbill painted or affixed in violation of this clause without
any liability whatsoever for damages or otherwise to Lessee, and
Lessee shall be responsible for the cost of such removal.
28. Holding Over. In the event that Lessee shall hold over after the
------------
term of the Lease, it is agreed that thereafter the tenancy shall
be from month to month in the absence of a written agreement to
the contrary on the same terms and conditions contained herein,
with the exception that the rent shall increase to 125% of the
last month's rent.
29. Notices. Whenever any notice is required hereunder it shall be
-------
made in writing and served personally or by certified mail,
return receipt requested, at the following addresses (or at such
other addresses as the parties may hereafter designate in
writing):
11
Lessor: Green Road Associates Limited
Partnership
c/o First Xxxxxx Corporation
000 Xxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxx 00000
Lessee: Prestolite Electric, Incorporated
0000 Xxxxxxxxxxxx Xxxxxxxxx
Xxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxxxx,
Vice President
30. Lessor's Liability. (a) Lessee shall indemnify, defend and hold
------------------
harmless Lessor and Lessor's employees, agents and invitees from
all losses, damage, claims or liability arising out of any and
all injuries to or death of any person or damage to any property
arising out of any occurrence in or about the Premises, or
arising out of any occurrence in or about the Building arising
from the act or neglect of Lessee or its agents or invitees.
Notwithstanding the foregoing, Lessee shall have no obligation to
indemnify Lessor against the negligence of Lessor or against any
loss, damages, claims or liabilities related to a breach of
Lessor's representation, warranties, covenants or agreements
under this Lease.
(b) The Lessor shall not be responsible or liable to the Lessee
for any loss or damage that may be occasioned by or through the
acts or omissions of persons occupying adjoining premises or any
part of the premises adjacent to or connected with the Premises
hereby leased or any part of the Building of which the leased
Premises are a part or for any loss or damage resulting to the
Lessee or his property from bursting, stoppage or leaking of
water, gas, sewer or steam pipes, unless such loss or damage
arises from Lessor's negligence or breach of this Lease.
31. Lessee's Environmental Law Compliance. The parties acknowledge
-------------------------------------
that there are certain federal, state and local laws, regulations
and guidelines now in effect, and that additional laws,
regulations and guidelines may hereafter be enacted, concerning
the impact on the environment of land use, the maintenance and
operation of structures, and the conduct of business. Lessee
will not cause, or permit to be caused, any act or practice on or
about the Premises which would adversely affect the environment
or violate any of such laws, regulations, or guidelines. In
particular, without limiting the generality of the foregoing,
Lessee will not, in violation of any laws, use the premises to
produce, store, process or transport any hazardous waste or
hazardous substance, as those terms are defined in the
Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended ("CERCLA"), or in the Resource
Conservative Recovery Act of 1980, as amended ("RCRA"). Any
violation of this
12
covenant shall be an event of default under this Lease. Lessee
agrees to indemnify and hold Lessor harmless against all losses,
costs, expense and liability whatsoever, including Lessor's costs
of defending against the foregoing, which will include reasonable
attorney's fees, and against any costs necessary in connection
with the cleanup or removal of any hazardous waste or hazardous
substance from the premises, caused, or permitted to be caused,
by any act, practice or neglect of Lessee with respect to the use
of the Premises in violation of any laws. Lessee shall have no
claim against Lessor by reason of any changes which Lessor may be
required to make to the Premises pursuant to such laws,
regulations, or guidelines. Lessor agrees to indemnify and hold
Lessee harmless against all losses costs, expense and liability
whatsoever and against any costs necessary in connection with the
cleanup or removal of any hazardous waste or hazardous substance
from the Premises, from any event which occurred prior to March
1, 1994.
32. Miscellaneous. (a) The failure of either party to enforce any
-------------
covenant or condition of this Lease shall not be deemed a waiver
thereof or of the right of either party to enforce each and every
covenant and condition of this Lease. No provision of this Lease
shall be deemed to have been waived unless such waiver be in
writing.
(b) This Lease and the Exhibits attached hereto and forming a
part hereof set forth the entire agreements between Lessor and
Lessee concerning the leased Premises. Any amendment shall be in
writing and signed by each party.
(c) Each party represents and warrants that there are no claims
for brokerage commissions or finder's fees in connection with the
execution of this Lease and each party agrees to indemnify the
other against, and hold it harmless from, all liability arising
from any such claim.
(d) Lessee shall not record this Lease without the written
consent of Lessor. Upon the request of either party the other
party shall join in the execution of a memorandum of this Lease
for recording which shall describe the parties, the leased
Premises, the term and any special provisions.
(e) In the event of any transfer of Lessor's interest in the
Premises, the transferror shall be automatically relieved of all
obligations and liabilities on the part of Lessor accruing from
and after the date of such transfer except for environmental
issues. The release of Lessor from such obligations and
liabilities shall be expressly conditioned upon an assumption by
any transferee of all of the unperformed terms, covenants and
conditions of this Lease arising after the date of such transfer,
13
including the application of Lessee's security deposit in
accordance with the provisions of Paragraph 11 hereof.
(f) Any amount due under this Lease which is not paid when due
shall bear interest at the highest legal rate from the date due
until paid, unless otherwise specifically provided herein, but
the payment of such interest shall not excuse or cure any default
under this Lease.
(g) No payment by Lessee of a lesser amount than the monthly rent
shall be deemed to be other than on account of the earliest rent.
(h) This Lease shall be governed by, and construed in accordance
with, the laws of the State of Michigan. If any provision of
this Lease shall, to any extent, be invalid or unenforceable, the
remainder of this Lease shall not be affected and each provision
shall be valid and enforceable to the fullest extent permitted by
law.
33. Parking. Lessee shall have the right to use a pro rata share of
-------
the existing parking.
34. Termination. This Lease is subject to termination of the
-----------
existing lease on the Premises.
35. Repair of Heating and Cooling Unit. Lessor will maintain and
----------------------------------
repair the heating and cooling units for the Premises at its sole
cost and expense.
36. Access. Lessee shall be entitled to the exclusive use of the
-------
overhead door identified on Exhibit A attached hereto.
14
This agreement is hereby signed on behalf of the parties, effective as of the
date first written above.
Lessor:
GREEN ROAD ASSOCIATES LIMITED
PARTNERSHIP, a Michigan partnership
By: FIRST XXXXXX CORPORATION,
GENERAL PARTNER
/s/ Xxxxxxx X. Xxxxxx
-----------------------------
Xxxxxxx X. Xxxxxx, President
Lessee:
PRESTOLITE ELECTRIC, INCORPORATED,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------
Its: Vice President
--------------------------
15
ACKNOWLEDGMENT OF CORPORATE LESSEE
STATE OF
ss.
COUNTY OF
The foregoing instrument was acknowledged before me this ____ day of
____________, 19__ by ________________________________________ the
_____________________ of ___________________________, a ______________________
corporation, on behalf of the corporation.
---------------------------
Notary Public
County
My commission expires:
16
ACKNOWLEDGMENT OF CORPORATE LESSEE
STATE OF
ss.
COUNTY OF
The foregoing instrument was acknowledged before me this ____ day of
____________, 19__ by ________________________________________ the
_____________________ of ___________________________, a ______________________
partnership, on behalf of the partnership.
-------------------------
Notary Public
County
My commission expires:
17
EXHIBIT A
0000 XXXXX XXXX
XXX XXXXX, XXXXXXXX
OFFERED BY: FIRST XXXXXX CORPORATION (000) 000-0000
EXHIBIT B
Lessor's Improvements to Premises
---------------------------------
. Updated Lobby (outside of Premises).
. Entry Door to Suite from Lobby.
. Perimeter Demising Wall, as necessary.
. Adequate heating and cooling units for normal office use.
(Ducting and controls by Lessee.)
