V.C., Inc. - Lease No. 101
Revised: January 8, 1990
LEASE AGREEMENT
THIS LEASE AGREEMENT made and entered into this 31ST day of MAY, 1991, by and
between XXXXXX X. XXXXXXXX TRUST BY IT'S AGENT VANSU COMPANY hereinafter
called "Landlord", and TRI-STAR AEROSPACE, INC., hereinafter called "Tenant".
WITNESSETH: That Landlord for and in consideration of the agreed rents to be
paid and in consideration of the other covenants and agreements hereinafter
recited to be kept and performed, does hereby lease, let and demise unto
Tenant the following real property and premises, hereinafter called "Leased
Premises", on the terms and conditions recited:
1. DESCRIPTION OF LEASED PREMISES: 00000 XXXX XXXX XXXXXX, XXXXX,
XXXXXXXX 00000 CONSISTING OF 7,500 SQUARE FEET (MORE OR LESS) OFFICE/WAREHOUSE
SPACE.
2. TERM OF LEASE AND USE. TO HAVE AND TO HOLD the said described
property and Leased Premises unto the said Tenant, its successors and
assigns, for the term of TWO (2) YEARS commencing on the 1ST DAY OF JUNE,
1991. Tenant warrants that the use of the Leased Premises shall only be for
the conduct of its principal business which is described as follows;
AEROSPACE HARDWARE AND FITTINGS
3. RENTAL AND SECURITY DEPOSIT: Tenant agrees to pay Landlord as rent
for said Leased Premises the total sum of THIRTY NINE THOUSAND SEVEN HUNDRED
SEVENTY-FOUR DOLLARS ($39,774.00). Additionally Tenant shall pay Landlord
as a security deposit for said Leased Premises the sum of a $1,657.25 all
payments of rent and the security deposit to be made in accordance with the
provisions of Exhibit "A" attached hereto and made part hereof.
4. ASSIGNMENT AND SUBLEASE: This Lease Agreement shall not be assigned
or the property subleased in whole or part without written consent of
Landlord first obtained. Provided, however, Landlord agrees that consent to
any such assignment or sublease shall not be unreasonably withheld, provided
the use of the property is the same type of use being made of the property by
Tenant hereunder; and provided further that Tenant shall remain liable for the
full performance of the Tenant's obligations under this lease.
5. LIABILITY: Tenant agrees to defend, save and hold Landlord harmless
from any and all claims, judgments, liabilities or demands of any person or
persons whomsoever arising out of or connected with the use of said Leased
Premises by the Tenant and the operation of its business there. Tenant agrees
to carry and maintain employer's liability and public liability insurance in
the amount of $1,000,000.00 to protect both Tenant and Landlord from any
liabilities or legal exposure contemplated in this paragraph. Tenant agrees
to furnish Landlord a copy of said insurance policy or a certificate
evidencing issuance of a policy of such insurance upon request. Tenant's
policy of insurance shall further provide for waiver of subrogation rights
(by Tenant's Insurer) as against Landlord.
6. TAXES AND INSURANCE: Tenant shall pay to Landlord, as additional
rent for each calendar year, (except for the base year) its pro rata portion
of the amount paid by Landlord in that calendar year for insurance premiums
and general real property taxes which are in excess of the amount paid for
insurance premiums and general real property taxes in the base year. The base
year shall be the year in which this Lease is executed.
Tenant shall pay that portion of such excess insurance premiums and
general real property taxes which shall be calculated by multiplying said
excess by a fraction, the numerator of which shall be the gross square foot
area of the premises demised to the Tenant, and the denominator of which
shall be the gross square foot area of all of the buildings in XXXXXXX "M"
WAREHOUSE CONSISTING OF *. Tenant shall also pay a portion, computed in the
manner above, of any special taxes or special assessments levied or assessed
at any time during the term against the land and improvements on the
property. The charges provided for in this Section shall be paid within ten
(10) days after demand therefor is made by Landlord.
7. CONDITION OF PREMISES: Tenant represents and acknowledges that it
has inspected the Leased Premises prior to execution of this Lease Agreement
and found same clean and in good repair unless otherwise specified in writing
under the Clause "Special Conditions". *150,000 square feet
8. MAINTENANCE AND REPAIR:
A. Landlord will keep the exterior of the Leased Premises, except doors,
windows and glass, in repair. Landlord shall not repair any damage caused
by the negligence of the Tenant or its agents, servants, employees,
customers, licensees or invitees. Landlord shall be under no other
liability for repair, maintenance, alteration, or other action with
reference to the Leased Premises or any other part thereof, or any
plumbing, heating, electrical, air conditioning, or other mechanical
installation therein, except (1) that Landlord agrees to repair any latent
defects appearing on the premises within ninety (90) days after occupancy
of the same by Tenant; and provided further that Landlord shall during the
period of written warranty given by manufacturer or supplier of any air
conditioning or heating equipment request the same to be repaired by the
manufacturer or supplier upon the request of Tenant.
B. Tenant hereby agrees to keep the interior of the Leased Premises, and all
doors, windows and glass, together with all electrical, plumbing and other
mechanical installation therein, in good order and repair, and will make
all replacements thereto at its own expense, and will replace all light
bulbs needing replacement in the Leased Premises, Landlord shall not be
liable to Tenant for any damage in the leased premises due to the backing
up of any drains or any water leaks. Tenant will surrender the Leased
Premises at the expiration of the term or at such other time as it may
vacate the Leased Premises in as good a condition as when received,
excepting depreciation caused by ordinary wear and tear.
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C. The Landlord shall initially furnish heating and air conditioning equipment
to the Leased Premises. The Tenant shall cause this equipment to be
serviced no less than semiannually or at such greater frequency as the
nature of its business may require. ln the event such service is not
provided by the Tenant, the Landlord shall have the right to schedule the
servicing to be done by a serviceman or contractor selected by Landlord
and to charge the cost of the service to the Tenant or, at the option of
the Landlord, xxxx and collect the service charge from the Tenant. All
heating and air conditioning equipment is the property of the Landlord and
at the termination of this Lease Agreement, the Tenant shall not have the
right to remove said equipment. Landlord shall have exclusive control over
and exclusive use of the roof of the Leased Premises.
D. Tenant specifically agrees that in addition to the other repairs under the
terms of this Lease Agreement, it will, at its sole cost and expense,
promptly repair all exterior doors and exterior metal panels of the Leased
Premises immediately after any of said doors have sustained any type of
damage. Should Tenant fail to repair any damaged door within ten (10) days
after receiving written notice from Landlord requesting such repairs to be
made, then Landlord shall have the right to hire such parties as Landlord
deems appropriate to repair said exterior doors and exterior metal panels,
at Tenant's sole cost and expense. The Tenant will reimburse Landlord for
any such costs of such repairs within ten (10) days after receiving written
notice from Landlord of cost of such repairs.
9. LIENS: Tenant shall at all times keep the Leased Premises free and
clear of any liens, charges and claims because of any act or omission to act on
the part of Tenant in connection with the maintenance and repair of the premises
and likewise shall keep the Leased Premises free and clear of any liens, charges
and claims by reason of the acquisition of Tenant, and the installation therein,
of any fixtures and equipment; and if any such liens, charges or claims are made
or filed against said Leased Premises, Tenant agrees to promptly discharge the
same and furnish Landlord evidence thereof.
10. CLEAN UP:
10.A Tenant agrees, at Tenant's cost and expense, to keep or cause to be
kept its Leased Premises, the exterior area adjacent to the Leased Premises, and
the adjacent parking areas, (assigned to Tenant) clean and free of litter and
other debris, provided, however, should Tenant fail to keep its Leased Premises
and other areas and adjacent parking areas free of litter and other debris then
Landlord, after notice, shall have the right to clean up Tenant's Leased
Premises and other areas or cause the same to be cleaned and charge the cost of
same to Tenants by appropriate billing therefor. Final clean-up at the
termination of this Lease Agreement shall be completed to Landlord's
satisfaction as evidenced in writing prior to termination date of this Lease
Agreement. Tenant shall be obligated to pay rent as a hold-over tenant until the
Leased Premises and exterior area adjacent to the Leased Premises have been
cleaned, whether the cleaning is performed by the Tenant or by the Landlord. If
the cleaning is performed by the Landlord the Tenant shall pay all cleaning
costs within ten (10) days after receiving notice from Landlord of the cost of
such repairs.
10.B Tenant hereby agrees not to engage in any activity, or produce or
store upon the Leased Premises any such goods or equipment which would cause or
allow for any hazardous waste or materials, or in any manner place the
Building, or any of its tenants in any danger whatsoever. If, at any time,
Landlord discovers that the Tenant's use or occupancy of the Leased Premises
has caused or allowed any hazardous waste or materials on the Property or
endangered the Building or any of its tenants then this Lease Agreement will
immediately terminate as specified in Paragraph 16, and Tenant shall, at its
sole cost and expense, immediately commence and complete cleanup and removal as
required by all of the applicable governmental regulations and agencies, and to
the satisfaction of the Landlord. Further, Tenant shall indemnify and hold
Landlord harmless for any claim, action, expense (including all attorney fees
for an attorney hired by Landlord, and all costs incurred in any dispute), fine,
or damage in connection with any of the above being found.
11. INSURANCE AND OBLIGATION TO REPAIR AND RESTORE: If the Leased Premises
shall be damaged by fire, the elements, unavoidable accident or other casualty,
and is not thereby rendered untenantable, in whole or in part, Landlord shall
promptly, at Landlord's own expense, cause such damage to be repaired and the
rent shall not be abated: if by reason of such occurrence, the Leased Premises
shall be rendered untenantable only in part, the Landlord shall promptly, at
Landlord's own expense, cause the damage to be repaired and minimum rent
meanwhile shall be abated proportionally as to the portion of the Leased
Premises rendered untenantable; if by reason of such occurrence the Leased
Premises should be rendered wholly untenantable; the Landlord shall promptly, at
Landlord's own expense, cause such damage to be repaired, and the minimum annual
rent meanwhile shall be abated in whole, unless within thirty (30) days after
such occurrence Landlord shall give the Tenant written notice that the Landlord
has elected not to reconstruct the destroyed Leased Premises, in which event
this Lease Agreement and tenancy hereby created shall cease as of the date of
said occurrence, all rentals to be adjusted as of such date. If the Leased
Premises shall be damaged by fire, the elements, unavoidable accident or other
casualty, and are thereby rendered wholly untenantable, following which the
Landlord does not commence diligent restoration of said damages within sixty
(60) days after such occurrence of damages, then, in such event, the Tenant
shall have the right, at Tenant's option, to declare this Lease Agreement
cancelled by giving appropriate written notice to the Landlord within ten (10)
days first following said sixty (60) day period, following which this Lease
Agreement and tenancy hereby created shall cease as of the date of occurrence of
said damages, all rentals to be adjusted as of such date. Tenant shall acquire,
install, and service such fire extinguishers as are necessary to comply with
Tulsa City Codes.
12. UTILITIES: Tenant agrees to promptly pay and discharge all water,
light, heating, gas, refuse collection and disposal, and other utility bills
incurred from date of occupancy by Tenant to date of lease termination and
vacation of the premises by Tenant, together with all other operating expense
connected with its use and occupancy of the Leased Premises, including the
payment of all taxes levied and assessed against Tenant's personal property,
fixtures, equipment and inventory.
13. SURRENDER OF LEASED PREMISES: ADDITIONS, ALTERATIONS AND
MODIFICATIONS: At the expiration of the lease term or any extensions or renewals
of this Lease Agreement, Tenant agrees to surrender possession of the Leased
Premises to Landlord in as good a state of repair and condition as at the date
of initial possession hereunder by Tenant, reasonable wear and tear alone
excepted. Reasonable wear and tear is limited to that which is normal for a
quality office/warehouse facility and is further defined on Exhibit "B" annexed
herein. Tenant shall make no additions, alterations or modifications to the
Leased Premises (including painting of the interior walls and floors of the
Building) without the prior written consent of the Landlord, and Landlord may
require Tenant to submit written plans and specifications for its approval. All
additions, alterations or modifications made to the Leased Premises by the
Tenant (after obtaining Landlord's written consent) shall be made at the sole
cost and expense of Tenant. All additions, alterations and modifications shall,
at the time of installation, become the sole
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property of the Landlord and shall be left as a part of the Leased Premises
at the end of the term of this Lease Agreement. Provided, however, Landlord
shall have the right at the end of the lease term to require the Tenant to
remove any or all improvements made to the Leased Premises and restore the
Leased Premises to the condition it was in at the beginning of the lease
term, reasonable wear and tear alone excepted. Such removal and restoration,
if required, shall be made at the sole cost and expense of the Tenant. Tenant
shall, at the end of the term of this Lease Agreement, have the right to
remove any trade fixtures from the Lease Premises which have not been affixed
to the Leased Premises so as to become a part of the realty. However, any
damage caused to the Building in removing said trade fixtures shall be
repaired at the sole cost and expense of the Tenant.
14. CONDEMNATION: In the event that the entire Leased Premises shall be
taken in condemnation proceedings or by exercise of any right of eminent domain
for public or quasi-public use, this Lease Agreement shall terminate as of the
date of said taking and all unearned rent and other charges paid in advance
shall be refunded to the Tenant after deducting any charges owed by Tenant to
Landlord and the Tenant shall surrender possession of the Leased Premises to the
Landlord. In the event a portion of the Leased Premises shall be taken by such
proceedings, the Landlord shall have the option to terminate this Lease
Agreement or make a proportionate reduction of rent during the remainder of the
lease term. The award for such taking shall belong to the Landlord; except that
the Tenant shall be entitled to make a claim in its own name to the condemning
authority for the value of any furniture, trade fixtures, trade equipment,
merchandise or personal property of any kind belonging to the Tenant, and not
forming a part of the real estate, or for the cost of moving all of the same or
for moving such business as is necessary.
15. BANKRUPTCY OR RECEIVERSHIP: Should Tenant make an assignment for the
benefit of creditors or a receiver be appointed or bankruptcy proceedings be
instituted by it or against it, then any of such events shall, at the option of
Landlord, operate forthwith to cancel and hold this Lease Agreement for naught,
and Lessor shall, after notice, be entitled to immediate possession of the
Leased Premises.
16. DEFAULT: It is expressly covenanted and agreed that in the event the
Tenant vacates or abandons the Leased Premises during the term of the Lease, or
defaults at any time in any term of this Lease or in the payment of any rent or
other payment herein provided for, then, in any of such events and without
further notice the Landlord at its option may declare this lease terminated and
all accrued and unaccrued rentals immediately due and payable, and with or
without legal process enter into and upon the Leased Premises, repossess the
same and expel the Tenant, or any other occupant therefrom, it being expressly
agreed by the Tenant that time is of the essence hereof and the Tenant expressly
waives all notice of non-payment of rent or termination of the Lease Agreement
or demand for possession or demand for rent, and further provided that such
lease termination, re-entry and expulsion of the Tenant or other occupancy
whether by legal process or otherwise, shall be without prejudice to the right
of the Landlord to xxx and collect the accrued and unaccrued rental of for the
breach of any other covenant herein contained. In the event of any such default
the Landlord may, at its option, without forfeiting any accrued or unaccrued
rentals due the Landlord, enter into possession and relet the Leased Premises or
any part thereof and the Tenant agrees to further pay all of Landlord's
attorney's fees and to pay for all costs of redecorating, remodeling, leasing
fees or any costs of such re-letting. Any re-letting or re-entry and expulsion
of the Tenant shall in no manner relieve the Tenant of the obligation to
immediately pay all accrued and unaccrued rental due under this Lease Agreement,
provided, however, that in the event the Landlord receives from the Tenant all
of such accrued and unaccrued rental, whether by judgment or otherwise, and
further finds a tenant suitable to the Landlord during the remaining term of
this Lease Agreement, then at the conclusion thereof the Landlord shall remit
back to Tenant any excess rentals received hereunder, less any charges incurred
by reason of such default of the Tenant, including the aforesaid redecorating,
remodeling, leasing fees and attorney's fees. In any event, if Tenant defaults
in the performance of any of the terms, covenants, agreements or conditions
contained in this Lease Agreement, and the Landlord places the enforcement of
this Lease Agreement, or any part hereof, or the collection of any rent, or
charge due, or to become due, or the recovery of the possession of the Premises,
in the hands of an attorney, the Tenant agrees to pay the reasonable attorney
fees of Landlord; plus all the actual costs of enforcement or collection,
including but not limited to expert witness fees and charges, all copying
expenses and laboratory tests. All property of the Tenant, including property
otherwise legally exempt from levy and execution in or upon the Leased Premises
is now and shall be bound for and subject to the payment of all rent and other
sums herein agreed to be paid, whether due or not, and such shall be and do
hereby constitute a lien upon all of the property of Tenant or upon the Leased
Premises and such lien of the Landlord upon the property of the Tenant, as
hereinabove set forth, may be foreclosed by selling the same at public or
private sale, with or without notice at the option of the Landlord.
Any re-entry or re-letting under the provisions hereof shall not work a
forfeiture of the rent or other agreements to be performed by the Tenant
hereunder during the full term of this lease agreement. The foregoing rights and
remedies hereinabove given to the Landlord are and shall be deemed to be
cumulative and the exercise of one shall not be deemed to be an election
excluding the exercise by the Landlord at any other or different time of a
different or inconsistent remedy and shall be deemed to be given to said
Landlord in addition to any other and further rights given or granted to said
Landlord by the terms of any paragraph hereof or by law and the failure upon
the part of Landlord at any time to exercise any right or remedy hereby given
to it, shall not be deemed to operate as a waiver by it of its right to
exercise such right or remedy at any other future time.
In the event of default by Tenant of any of the terms and conditions of
this Lease Agreement, or the addendums attached hereto, then, interest at the
highest rate allowed by law in the state of Oklahoma shall accrue on any amounts
due or which will become due, including all costs and attorney fees.
17. HOLDING OVER: If Tenant remains in possession of the Leased Premises
after the expiration of this Lease Agreement, such continued possession shall,
if rent is paid by Tenant and accepted by Landlord, create a month-to-month
tenancy on the terms herein specified, and said tenancy may be terminated at any
time by either party by thirty (30) days written notice to the other party.
Tenant agrees that in the event Tenant becomes a hold-over Tenant in accordance
with this Paragraph, all of the same terms and conditions of this Lease
Agreement shall apply except the monthly rent to be paid shall be one hundred
fifty percent (150%) of the monthly rent which was in effect during the last
month of this Lease Agreement and any renewals and addendums hereto immediately
preceding the month Tenant becomes a hold-over Tenant.
18. RIGHT TO INSTALL SIGNS: Tenant shall not install any sign without
Landlord's approval.
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19. PARKING: COMMON AREAS; INGRESS AND EGRESS; Landlord shall repair and
maintain the parking areas at Landlord's cost and expense, except damage
resulting from Tenant's forklifts, trucks, semi-trailers, dolly wheels, tracked
vehicles, and fuel, oil or acid spillage, all of said damages and other damages
caused by the Tenant or the Tenant's employees, guests, customers, deliverymen
or licensees, shall be repaired by Tenant at Tenant's expense.
20. NOTICE: Any notice provided for herein shall be given by mail, postage
prepaid, to the Landlord at the address to which the rent is then being mailed,
and to the Tenant, at the Leased Premises. The place to which notices are to be
made may be changed by written notice from time to time from one party to the
other party.
21. COVENANT NOT TO WASTE: The Tenant covenants not to commit nor to
permit any waste whatever and will, free of expense to Landlord, when required
by the Landlord, when required by the proper authorities or Landlord, xxxxx all
nuisances whether public or private.
22. RULES AND REGULATIONS: The Rules and Regulations attached hereto and
marked Exhibit "B" are made a part of this Lease Agreement as if fully herein
set forth and are material terms of this Lease Agreement. Tenant, its employees,
agents and visitors, shall observe and abide by them and by such other and
further reasonable Rules and Regulations as Landlord may prescribe which, it its
judgment, are needful for the reputation, safely, care or cleanliness of the
Building or Leased Premises, or the operations and maintenance thereof and the
equipment therein, or for the comfort of Tenant and the other tenants of the
Building. Landlord, however, shall have the right to change said rules and waive
in writing any or all of said rules in the case of any one or more tenant. All
such Rules and Regulations are of the essence hereof without which this Lease
Agreement would not have been entered into by the Landlord, and any breach of
any provision of the Rules and Regulations by the Tenant shall constitute a
default hereunder.
23. FORCE MAJEURE: Except with respect to the obligation of Tenant to pay
rental, after this Lease Agreement shall have commenced, the time for
performance of other matters set forth herein may be delayed for the period or
periods of interference therewith or delay thereof caused by strikes, unusual
climatic conditions, act of God or war, or by conditions and situations not
reasonably within control of either of the parties hereto.
24. RIGHT OF OCCUPANCY: Landlord agrees to furnish the Leased Premises
described in paragraph 1, subject to the terms and conditions described herein;
however, it shall be the responsibility of the Tenant to obtain the necessary
occupancy permits required by Local, State and Federal Agencies and Tenant shall
be solely responsible for any modifications or changes required to obtain such
permits.
In the event Tenant fails to perform any obligation under the terms of this
Lease Agreement (including but not limited to cleaning in and around the Leased
Premises and repairing damages to the Leased Premises) and Landlord elects to
perform Tenant's obligation, then Landlord shall have the right to collect from
the Tenant the actual costs incurred in performing such obligations together
with the Landlord's costs of any of Landlord's employees time spent in
connection therewith and 20% of all amounts described above to compensate
Landlord for overhead and profit.
25. BINDING EFFECT AND SPECIAL CONDITIONS:
25.1 This Lease Agreement and the terms, covenants and provisions hereof,
shall inure to the benefit of and be binding upon the successors and assigns of
both parties hereto.
EXECUTED the day and year first hereinabove written.
XXXXXX X. XXXXXXXX TRUST by its Agent, VANSU COMPANY
By: /s/ X. X. Xxx Xxxxxxx
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"Landlord"
TRI-STAR AEROSPACE, INC.
By: /s/ R. P. Small, President
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"Tenant"
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"Guarantor"
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TENANT ESTOPPEL CERTIFICATE
LEASED PREMISES: 00000 Xxxx Xxxx Xxxxxx
Xxxxx, Xxxxxxxx
DATE OF LEASE: May 25, 1991
DATE OF AMENDMENTS: May 25, 1995
NAME OF TENANT: Tri-Star Aerospace, Inc.
NAME OF OWNER: Xxxxxx X. Xxxxxxxx, Trustee of the
Xxxxxxx M Warehouse Trust
The undersigned ("Tenant") certifies as of the date of this Certificate the
following data as true and accurate:
1. The attached Lease, and any Amendments thereto, comprise a complete copy of
the entire Lease Agreement (please attach a copy of Lease and all Exhibits
and Addenda).
2. The Tenant's Lease, and any Amendments thereto (known collectively as the
"Lease"), are correctly identified by the date(s) stated above.
3. The commencement date of the Lease was September 1, 1995. The expiration
of the Lease is August 31, 2000.
4. The monthly base rent (not including any percentage rent or expense pass
through) presently payable under the Lease is $1,627.25, and such rent has
been paid through JANUARY 31, 1998.
5. The real estate property taxes payable by Tenant under the Lease are as
follows: the amount owed by the Tenant, is equal to the amount that the
property taxes incurred during each calendar year exceed the Base Year 1990
property taxes which were $24,702.00.
6. The Tenant has deposited with Landlord $1,627.25 as a Security Deposit
under the terms of the Lease.
7. The Lease is presently in full force and effect and has not been modified,
supplemented, or amended except as indicated on this Tenant Estoppel
Certificate. To the knowledge of the undersigned, Landlord is not in
default of any terms or conditions of said Lease and Tenant is not in
default of any terms or conditions of said Lease.
8. Tenant is in possession of Leased Premises and that the Leased Premises is
in conformity with that stated in the Lease.
9. Tenant has no option to purchase the Property or first right of refusal
(FRR) to purchase the Property in which the Leased Premises is situated.
10. The Lease is personally guaranteed by N/A.
11. The square footage of the Leased Premises used for the calculation of all
rental sums due and payable per the terms and conditions of the Lease is
approximately 7,500 square feet, and that the total square footage of the
Property is approximately 155,000 square feet.
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12. The statements contained herein are made for the purpose of verifying the
current status of the Tenant's Leasehold interest in Leased Premises and
may be relied upon by Landlord and any successor(s) and/or assignee(s) for
such purpose.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President
Date: 12/24/97
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Acknowledgment:
I hereby acknowledge that I witnessed the execution of this document by Xxxxx
Xxxxxx on this ________ day of________ 19____.
By:
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