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Exhibit 10.34
LEASE
THIS LEASE is made as of the 3rd day of March, 1997 between August, August and
Lane of Rochester, LLC, with an address of c/o Monro Muffler Brake, Inc., 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, ("Landlord") and Monro Muffler
Brake, Inc., a New York Corporation with its office at 000 Xxxxxxxx Xxxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000 ("Tenant").
WITNESSETH:
In consideration of the terms, covenants and conditions contained in
this Lease, Landlord and Tenant agree as follows:
1. PREMISES
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Subject to the terms and conditions contained in this Lease, Landlord
leases to Tenant and Tenant takes from Landlord a parcel of land and
building known as 0000 Xxxxx Xxxxxx, Xxxxxxxx (Xxxxxxxxxx), Xxx Xxxx as
shown and described on Exhibits "A" (Map) and "B" (metes and bounds
description) to be provided by Landlord prior to the full execution of this
Lease and attached hereto and made a part of this Lease (the "Leased
Premises").
2. TERM and RENT COMMENCEMENT
--------------------------
A. The term of this Lease shall be for ten (10) years and shall commence on
the first day of the first full month following the Rent Commencement Date as
defined below.
B. The obligation to pay rent shall commence upon the expiration of the
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existing Lease of the Leased Premises by and between Landlord and Tenant
presently in force ("Rent Commencement Date").
3. USE
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Tenant shall use the Leased Premises for the operation of an auto
service center and, with Landlord's approval, which approval shall not be
unreasonably withheld or delayed, for any other lawful purpose, except Tenant
shall not use the Leased Premises for the display or sale of adult entertainment
services or products nor as a drinking establishment, nor for the display or
sale of tobacco products or alcohol products. Additionally, Tenant shall not use
the Leased Premises for any other purpose that would tend to devaluate the
Property, impair Landlord's reputation or the reputation of the Leased Premises.
Landlord's approval shall not be unreasonably withheld or delayed.
4. RENT
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Tenant shall pay to Landlord, at the address above set forth or at such
other place as Landlord may from time to time designate by notice given to
Tenant in the manner provided in this Lease, annual rent as follows:
YEARS ANNUAL RENT
1 - 2.5 $37,800.00
2.5 - 5 $39,690.00
6 - 7.5 $41,580.00
7.5 - 10 $43,470.00
OPTION YEARS ANNUAL RENT
11 - 12.5 $45,360.00
12.5 - 15 $47,250.00
16 - 17.5 $49,140.00
17.5 - 20 $51,030.00
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Rent shall be paid in equal monthly payments in advance on the first day of each
month during the term of this Lease. If the Rent Commencement Date, is other
than the first day of a calendar month, the rent installment for the month in
which the Rent Commencement Date occurs, shall be prorated from the Rent
Commencement Date until the last day of that month and shall be payable on or
before the Rent Commencement Date.
In the event the Rent due hereunder is received after the tenth of the
month in which it is due, Tenant shall incur a late charge equivalent to two
percent (2%) of said amount due. Any outstanding balance due after thirty (30)
days will bear interest of prime plus two (2) percent.
If Rent is uncontested and remains unpaid on the tenth (10th) day
following Tenant's receipt of Landlord's second notice (which may not be sent
until the sixtieth (60th) day following Tenant's receipt of Landlord's first
notice), Landlord may terminate this lease upon written notice to Tenant
5. ADDITIONAL RENT
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A. Impositions. Tenant shall pay as additional rent all taxes,
assessments, sewer charges, assessments for local, district and special district
improvements that may be assessed against or become a lien upon the Leased
Premises or any part thereof by virtue of any present or future law or
regulation of any governmental authority ("Impositions"). Tenant shall forward
to Landlord evidence of payment of all such taxes,
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assessments and other charges. Upon receipt of such evidence of payment,
Landlord shall reimburse Tenant for the proportionate share of taxes and other
charges levied against additional leasable space which will be twenty-five
percent (25%) unless further development by either party. Tenant shall also pay
all utility charges for water, gas, fuel oil and electricity consumed on the
Leased Premises. This Lease is a net Lease except that Tenant shall not be
obligated to make any payments on any mortgages now or hereafter encumbering the
Leased Premises, nor shall Tenant be obligated to pay any franchise,
corporation, capital stock, capital levies, transfer, estate, excise,
inheritance or income tax or excess profits tax which is or may become payable
by Landlord or which may be imposed against Landlord or against the rents
payable hereunder or upon the income or profits of Landlord by reason of any law
now in force or hereafter enacted, unless such taxes are a result of a shift of
the incidence of taxation now ordinarily imposed on realty.
B. Penalties. Tenant shall pay all interest and penalties imposed upon
the late payment of any Impositions caused by Tenant's late payment of same.
Impositions shall be apportioned and paid between Tenant and Landlord on the
dates of commencement and termination of this Lease; provided, however, that
Tenant shall not be entitled to receive any apportionment from Landlord if
Tenant shall be in default beyond the applicable cure period in the payment of
rent or in the performance of any of the terms, covenants, conditions or
agreements in this Lease provided.
C. Late Payment. If Tenant shall fail, for ten (10) days after written
notice
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and demand by Landlord to Tenant to pay any Imposition on or before the last day
upon which the same may be paid without interest or penalty, then Landlord may
pay the same with all interest and penalties lawfully imposed upon the late
payment thereof, and the amounts so paid by Landlord shall thereupon be and
become immediately due and payable by Tenant to Landlord as additional rent.
Any Imposition that remains unpaid after the aforementioned
ten (10) day notice period shall be subject to a Late Penalty of two percent
(2%) on the unpaid arrears. If Imposition remains unpaid after twenty (20) days,
additional Late Charge of prime plus two (2%) percent shall be incurred by
Tenant.
D. Contest. Tenant, at its own cost and expense,
shall have the right to contest the validity or amount of any Imposition, in
which event Tenant may defer the payment thereof for such period as such contest
shall be actively prosecuted and shall be pending undetermined; provided,
however, that Tenant shall not allow any such Imposition so contested to remain
unpaid for such length of time as shall permit the Leased Premises, or the lien
thereon created by such item to be contested, to be sold by federal, state,
county or municipal authority for the nonpayment thereof. Tenant may contest the
validity or amount of such Imposition in Landlord's name, by suit or otherwise,
in which event Tenant shall indemnify Landlord and save him harmless from all
costs, charges and liabilities in connection with such contest.
E. Assessments. With respect to assessments which may
be payable in installments, Tenant shall be required to pay only those
installments for those periods
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which fall wholly within the term of this Lease and a proportionate part of any
installments with respect to a period a portion of which falls within the term
of this Lease.
6. MAINTENANCE AND REPAIR
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Tenant assumes the sole responsibility for the operation and
maintenance of the Leased Premises. Landlord shall have no responsibility with
respect thereof and shall have no liability for damage to the property of Tenant
or any tenant, subtenant or other occupant of the Leased Premises or any portion
thereof on any account or for any reason whatsoever except as caused by the
negligent acts or omissions of the Landlord, its agents, employees or invitees.
Notwithstanding anything to the contrary stated in this Lease, Tenant
shall take good care of the Leased Premises and at its own expense make, as and
when needed, all necessary repairs of any nature to the Leased Premises,
including all mechanical systems located therein, windows, doors, the interior,
all paving, and all structural and non-structural components of the Leased
Premises. All repairs made by Tenant shall be done in a good and workmanlike
manner. If Tenant shall fail to make such repairs or if after commencing them
shall fail to complete them with reasonable diligence, then after written notice
and opportunity to cure or dispute the need for such repairs, such repairs may
be made or completed by Landlord in a good and workmanlike manner at Tenant's
expense. Any reasonable amounts spent by Landlord to make or complete such
repairs shall be repaid by Tenant as additional rent and shall be payable to
Landlord on the first
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day of the month following Tenant's receipt of a statement from Landlord for
such amounts expended.
A. Tenant shall keep its parking area free of debris, ice and snow and
shall be responsible for routine repairs and maintenance of its parking lot
surface including patching and sealing thereof and for the light bulbs for the
exterior lighting fixtures on the parking area.
B. Landlord shall be responsible for the cost of maintenance, repair
and replacement of any separate part of the building over other tenant space on
any new construction undertaken by Landlord:
Tenant shall have no right to create any lien against the property
and Tenant hereby completely and fully indemnifies Landlord against any
Mechanics Lien or other lien or claim in connection with the making of such
Tenant's repair. Landlord must satisfy and cause to be discharged within thirty
(30) days of notification any liens brought upon the property as a result of
Landlord's work.
7. ALTERATIONS
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While Tenant is not in default under any provision of this Lease, it
may at any time and from time to time, make any alterations or additions to the
Building or equipment upon the Leased Premises, provided that:
A. such alterations or additions are made in a good and workmanlike
manner and comply in every way with all other provisions of this Lease;
B. such alterations or additions shall not reduce the rental income of
the
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Leased Premises; and
C. the fair value of the Building or equipment after such change shall
not be less than the fair value thereof prior to such change; and
D. Any such alterations or additions shall be done only with Landlord's
prior written approval (excepting equipment), which approval shall not be
unreasonably withheld or delayed. If approved, a depreciation schedule of
approved work will be provided to Landlord.
Any and all alterations or additions made to the Leased Premises by
Tenant, as well as any fixtures or articles or personal property (except movable
trade fixtures and other property installed at the expense of Tenant listed on
said Exhibit "C", all of which may be removed by Tenant) attached to the
Building shall be deemed attached to the fee and become the property of Landlord
without any payment or offset and shall not be detached or removed from the
Leased Premises.
8. EMINENT DOMAIN
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If, during the initial term or any option term of this Lease,
condemnation proceedings affecting the Leased Premises result in the total
taking of the Leased Premises, or if as a result of a partial taking the Leased
Premises shall be unsuitable for the conduct of Tenant's business, this Lease
shall terminate, and Tenant shall be entitled to receive and shall receive that
portion of the award or payment in condemnation which represents the unamortized
value of its alterations and improvements, if any, value of its personal
property and fixtures so taken, and the value of any capital improvement made
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by Tenant after the date of this Lease. Landlord shall be entitled to receive
the balance of the award or payment. The rent shall be adjusted as of the time
of such termination, and any rent paid for a period thereafter shall be
adjusted.
If such condemnation proceedings result in a partial taking which does
not render the Leased Premises unsuitable for Tenant's business, Tenant shall
receive that portion of the award or payment that represents the value of its
personal property and fixtures so taken and the value of any capital
improvements made by Tenant after the date of this Lease and the rent payable
hereunder shall be diminished by an amount which shall bear the same ratio to
the rent as the area of the part of the Leased Premises taken bears to the area
of the Leased Premises before such taking. Tenant shall apply such award to the
prompt restoration of the Leased Premises.
Any additional design or building cost as a result of Landlord changing
design will be the full responsibility of Landlord. The Landlord shall receive
the value of the reverter interest in the land taken.
9. INSURANCE and DESTRUCTION
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A. Tenant shall keep the Leased Premises and all attached building and
improvements thereon insured throughout the term of this Lease against the
following loss or damage by fire and such other risks as may be included in
extended coverage insurance from time to time available in amounts sufficient to
prevent the Landlord or the Tenant from becoming a coinsurer within the terms of
the applicable policies, and in any event, in an amount not less than one
hundred percent (100%) of replacement value.
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Tenant shall submit to Landlord invoices providing evidence of payment of such
premium(s). Landlord shall reimburse Tenant the proportionate share of the
insurance premium for coverage of additional leasable space located on the
Leased Premises.
All policies of insurance required to be maintained by Tenant
shall name Landlord, Tenant, and Landlord's Mortgagee as the insured as their
interests may appear. Landlord shall obtain any necessary consent from any
mortgagee to apply the proceeds of any claim to the repair or restoration of the
Building and not to the payment of the mortgage debt.
B. If the Building or other improvement upon the Leased Premises shall
be damaged or destroyed by fire or other casualty, then Tenant shall proceed
with reasonable diligence to carry out any necessary demolition and to restore,
repair, replace and rebuild the Building and improvements at Tenant's own cost
and expense; provided, however, that all insurance proceeds, if any, paid by
reason of such fire or other casualty shall be paid to Tenant for application to
the cost of such work.
C. In the event any such fire or casualty renders the Leased Premises
partially or totally untenantable, Tenant shall not be entitled to an abatement
of Rents except in the event that such fire or other casualty is both a result
of the acts or negligence or omissions of any other tenant located on the Leased
Premises and Tenant shall be unable to conduct business in materially the same
manner it did prior to casualty. In the event that the area surrounding the
Leased Premises is damaged by fire or casualty, but the Leased Premises itself
remains undamaged, Tenant will continue to pay rent without any
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abatement provided Tenant's ability to conduct business or its customer's access
to the Leased Premises is not materially affected.
10. DEFAULT
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This Lease is made upon the express condition that if Tenant shall
default in the payment of the rent reserved in this Lease, or fails or neglects
to perform any of Tenant's other obligations under this Lease; then Landlord at
any time thereafter, shall give twenty (20) days written notice to Tenant to
cure said default. In the event that Tenant does not cure the default within the
twenty (20) days aforesaid, then Landlord shall give Tenant an additional
written notice and an additional ten (10) days to cure the default or such
reasonable time for Tenant to cure any such non-monetary default which may
require more than ten (10) days to cure. After the notices and the continued
failure of Tenant to cure or to have commenced and diligently pursued such cure,
then the Landlord may, upon notice as required by New York State law, commence
legal action to end this Lease Agreement and/or retake possession of the Leased
Premises. Landlord may, after obtaining a final judgment in such legal action,
either terminate this Lease, or, without terminating this Lease, retake
possession, re-let the Leased Premises or any part thereof for such term or
terms (which maybe for a term extending beyond the term of this Lease) and at
such rent and upon such other terms and conditions which are the most favorable
terms obtaining. Upon each such reletting Tenant shall be immediately liable to
pay to Landlord, the necessary and reasonable costs and expenses of such
reletting incurred by Landlord, including but not limited to reasonable
applicable
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brokerage commissions (non which shall be paid to Landlord). Tenant shall remain
liable for repayment monthly as it accrues, of any deficiency if any, between
the rent due under this Lease and the amount to be paid under the new lease.
Landlord shall not be entitled to an acceleration of rent nor to any self-help
remedies notwithstanding any law to the contrary.
Landlord shall, at all times, have the obligation to mitigate
its damages.
11. TENANT'S RIGHT TO CURE LANDLORD'S DEFAULT
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If Landlord shall at any time fail to pay any installment of principal
or interest, or any other sum under any mortgage now or hereafter placed on the
Leased Premises to which this Lease may be subordinate, the failure to make such
payment constituting a default under such mortgage so as to permit foreclosure
thereof, Tenant, if not in default hereunder, shall have the right, but not
before the last ten (10) days of the period at the expiration of which the
failure to make such payment would constitute such default, to pay such
principal, interest and other sum, with respect to which Landlord may be in
default as aforesaid, and to deduct the amount of such payment and the cost and
expense attaching or incurred on account of such non-payment by Landlord, with
interest thereon from the date of payment, from the next succeeding installment
or installments of rent which shall become due and payable after such payment
until Tenant shall have been fully reimbursed for such payment, cost, expense
and interest as aforesaid. Landlord shall cause any mortgagee of the Leased
Premises to send copies of any default notice under Landlord's mortgage to
Tenant.
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12. INDEMNIFICATION
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Tenant shall indemnify and hold Landlord harmless from and against any
loss or damage due to personal injury, death or property damage occurring on the
Leased Premises during the term of this Lease, unless such loss or damage shall
have been caused by the acts, omissions or negligence of Landlord, its
employees, agents, invitees or other tenants. To that end, Tenant shall maintain
at its sole expense policies of public liability insurance relating to the
Leased Premises with combined single limits of not less than $1,000,000 for
personal injury or death and for property damage. Such policies shall name
Landlord as an additional insured and shall provide for ten (10) days' notice to
Landlord prior to any cancellation of such policies. If Tenant shall fail to pay
the premiums for such policies as they come due, Landlord may pay such premiums
and charge the cost thereof to Tenant as additional rent, which shall be paid to
Landlord on the next rent day. Tenant shall furnish to Landlord certificates
evidencing such policies concerning the Leased Premises. All insurance policies
required by this paragraph shall be placed with companies qualified to do
business within the State of New York.
13. SIGNS
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Tenant may install and maintain on the exterior and within the interior
of the Building or elsewhere on the Leased Premises signs, advertising its
business. Tenant shall obtain at its expense all permits and any other approvals
from municipal or other authorities for the erection and maintenance of such
signs.
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14. ASSIGNMENT AND SUBLEASE
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Landlord hereby gives consent to Tenant to assign this Lease or any
interest therein, or to sublease the Leased Premises or any part thereof,
provided the assignee/sublessee is subject to the same Use provision as
specified in section 3 hereof, but Tenant shall in no such event be released of
its duties, obligations or liabilities hereunder and the same shall continue in
full force and effect.
15. RENEWAL OPTIONS
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Tenant shall have one (1) successive option to renew this Lease upon
expiration of the initial term hereof, provided that this Lease shall be in full
force and effect immediately prior to said expiration. This Lease shall
automatically renew unless Tenant shall give to Landlord no less than six (6)
months before the expiration of the initial term or each additional term,
written notice of its intention not to exercise each option. Said renewal term
shall be for a period of ten (10) years under the same terms and conditions as
under the initial term except for the rent as set forth in Paragraph 4.
16. SURRENDER OF LEASED PREMISES
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Tenant shall surrender the Leased Premises on the last day of the term
hereof or any additional term or under any other provision for termination under
this Lease; provided, however, if Tenant shall not then be in default under the
terms of this Lease, any furniture, trade fixtures, business equipment,
carpeting, interior and exterior signs, millwork, counters and cabinets and any
items listed on Exhibit "C" may be removed by Tenant. Upon the removal of any
such items, Tenant shall cause the Building and
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Leased Premises to be restored to the condition prior to such removal subject to
use, reasonable wear and tear during the term of this Lease.
Roof to be turned over to Landlord in a water tight condition prior to
termination.
17. RIGHT TO SHOW LEASED PREMISES
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Provided Tenant has given its notice not to renew, Landlord shall have
the right to show the Leased Premises to prospective tenants or buyers during
the later of the last six (6) months of this Lease term or renewal thereof.
Landlord shall give reasonable notice to Tenant before showing the Leased
Premises.
18. GOVERNMENTAL COMPLIANCE
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Tenant and Landlord shall comply with all laws, orders and regulations
of federal, state, county and municipal authorities, and with any direction of
any public officer and officers, pursuant to law, or any insurance company
carrying any insurance on the Leased Premises, which shall impose any duty upon
Landlord or Tenant with respect to the Leased Premises or the ownership use or
occupation thereof.
19. SUBORDINATION
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Subject to the further provisions of this paragraph, Tenant agrees that
this Lease (and any option renewals thereof) is subordinate to the existing
mortgages, if any, or any and all mortgages, consolidated mortgages, or
renewals, modifications and extensions thereof, or to any other forms or methods
of financing of the Leased Premises, which are hereafter executed, delivered and
recorded. Tenant shall, upon
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demand at any time, execute, acknowledge and deliver any and all instruments
that may be necessary or proper to further evidence this subordination. Landlord
shall procure and deliver to Tenant an agreement in writing, duly executed by
any future mortgagee, which agreement shall provide that, for so long as Tenant
is not in default in its performance of the terms, conditions and provisions of
this Lease, Tenant's rights hereunder shall not be disturbed by an action or
suit on the debt or debts secured by such mortgages, deeds of trust or other
forms or methods of financing or refinancing, and that any sale at foreclosure
will be subject to this Lease. Tenant's agreement to subordinate its rights
under this Lease is conditioned upon Landlord obtaining a non-disturbance
agreement in the form attached hereto as Exhibit D. Landlord acknowledges that
there is an existing lien against the Leased Premises. Landlord shall be
obligated to obtain an agreement as aforementioned herein from the existing lien
holder only in the event said lien is modified, extended or spread after the
date of this Lease. Notwithstanding anything to the contrary a Non-Disturbance
Agreement must be in place on June 1, 1998 if a mortgage is still in place.
20. RIGHT TO INSPECT
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Landlord shall have the right to inspect the Leased Premises during
operating hours upon reasonable notice to Tenant.
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21. MEMORANDUM OF LEASE
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The parties shall at any time, at the request of either one, promptly
execute duplicate originals of an instrument, in recordable form, which shall
constitute a memorandum of lease, setting forth any portions of this Lease,
excepting the rent provisions, as either party may request.
22. HEADINGS
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The headings are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope or intent of this
Lease, nor in any way affect this Lease.
23. XXXX AND NOTICES
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All notices required or permitted pursuant to any provisions of this
Contract shall be in writing, sent certified mail or overnight courier, and
shall be effective upon receipt if sent certified mail or the second business
day following delivery to an overnight courier. Copies shall be sent to each
party herein and to the attorney for the other party as follows.
If to Landlord: A.A.L of Rochester, L.L.C.
c/o Monro Muffler Brake, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Copy to: Xxxxxxxxx & Xxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxx, Esq.
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If to Tenant: Monro Muffler Brake, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
ATTN: President
Copy to: Xxxxxxxxx & Xxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Sr. Real Estate Partner
Either party may designate by notice a new or other address to which
notice or demand shall be thereafter so given.
24. CONDITIONS
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This Lease is conditioned upon Tenant conducting subsurface,
ground-penetrating tests on the Leased Premises. The costs of said tests shall
be split between Landlord and Tenant. If the results of said tests indicate the
presence of any underground entity, Landlord or Tenant shall have the right to
terminate this Lease with written notice to the other.
25. LANDLORD'S WARRANTIES
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Landlord warrants and agrees that:
A. Any future construction by Landlord or its successors shall be in
line with the Building and not closer to the fronting road than the present
location of the Building on the Leased Premises.
B. During the term of this Lease or any extension thereof Landlord
shall not operate or allow to be operated any business other than Monro Muffler
Brake, Inc.
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which directly or indirectly engages in the automotive service business on any
site owned by or under the control of Landlord within a radius of two (2) miles
from the Leased Premises providing Tenant shall not be in default under this
Lease. In addition, Tenant shall not be permitted to operate another Monro
Muffler Brake, Inc. shop within a radius of two (2) miles from the Leased
Premises prior to the final year of this lease or exercised options
C. During the term of this Lease or any extension thereof Landlord
shall not operate or allow to be operated any business relating to sale or
display of pornographic materials, alcohol and any other use that would damage
the reputation of Monro Muffler Brake, Inc.
26. ENVIRONMENTAL REPRESENTATIONS
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A. REPRESENTATIONS AND WARRANTIES.
Landlord and Tenant will comply with any and all federal,
state and local rules, laws, statutes, ordinances and orders regulating the
Environment which affect the ownership, use and occupation of the Leased
Premises. Furthermore, Tenant agrees that no Hazardous Substance shall be stored
and/or used on the Leased Premises except in strict compliance with such laws.
"Environment" means all air, water, or water vapor, including surface water and
groundwater, any land, including land surface or subsurface, and includes all
fish, wildlife, biota and all other natural resources. "Hazardous Substance"
means any materials or substances defined as or included in the definition of
"Hazardous Substances", "Hazardous Materials", "Hazardous Wastes", "Toxic
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Substances", or "Toxic Pollutants" under any applicable law regulating the
Environment, including any substance which is toxic, explosive, corrosive,
flammable, infectious, radioactive, carcinogenic, mutagenic, or which contains
polychlorinated biphenyls (PCBs), gasoline, diesel fuel, other petroleum
hydrocarbons, or asbestos.
Tenant indemnifies and holds Landlord harmless from and
against any and all claims, demands, judgments, awards, actions, penalties and
fines arising from the existence of Hazardous Substances which result from the
acts or omissions of Tenant during the term of this Lease or the previous Lease
by and between Landlord and Tenant on the Leased Premises.
Landlord indemnifies and holds Tenant harmless from and
against any and all claims, demands, judgments, awards, actions, penalties and
fines arising from existence of Hazardous Substances on or below the surface of
the Leased Premises which existence pre-dates Tenant's occupancy of the Leased
Premises.
27. QUIET ENJOYMENT
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Landlord covenants and agrees with Tenant that, upon Tenant paying the
annual rent and performing all of the covenants and conditions contained in this
Lease on Tenant's part to be observed and performed, Tenant shall and may
peaceably and quietly have, hold and enjoy the Leased Premises for the term of
this Lease.
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28. ENTIRE AGREEMENT
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It is understood and agreed by the parties hereto that this Lease shall
constitute the only agreement between them relative to the Leased Premises, and
that no oral statement or no prior written matter extrinsic to this instrument
shall have any force or effect. This Lease shall not be modified except by
writing, subscribed by both parties.
29. FORCE MAJEURE
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In the event either Landlord or Tenant shall be delayed or hindered in
or prevented from the performance of any act required hereunder by reason of
fire, casualty, strikes, lockouts, labor trouble, inability to procure
materials, permits or supplies, failure of power, governmental authority, riots,
insurrections, war or other reason of like nature, where such delay, hindrance
or prevention of performance shall not be within the reasonable control of the
Landlord or the Tenant, and shall not be avoidable by diligence, then, the
Landlord or the Tenant shall thereupon be excused for such period of delay.
30. BROKER'S COMMISSION
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The parties hereto agree that no broker brought about this lease.
Landlord indemnifies and holds Tenant harmless from any costs or claims for
broker's commissions arising hereunder.
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31. PARTIES
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The conditions, covenants and agreement in this Lease shall be binding
and inure to the benefit of the respective parties to this Lease, their legal
representatives, successors and assigns.
32. EXECUTION
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If not executed by Landlord on or before March 3, 1997, then Tenant
shall have the right to cancel this Lease by giving written notice to Landlord.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals
this 3rd day of March, 1997.
LANDLORD: /s/ Xxxxxxx X. August
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Xxxxxxx X. August
/s/ Xxxxxx X. August
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Xxxxxx X. August
STATE OF NEW YORK)
COUNTY OF MONROE) ss:
On this 3rd day of March, 1997; before me, the subscriber, personally
appeared Xxxxxxx X. August to me personally known and to me to be the same
person described in and who executed the foregoing instrument, and duly
acknowledged to me that he executed the same.
/s/ Xxxxxxx Xxxxx
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NOTARY PUBLIC
STATE OF NEW YORK)
COUNTY OF MONROE) ss:
On this 3rd day of March, 1997, before me, the subscriber, personally
appeared Xxxxxx X. August, to me personally known and to me to be the same
person described in and who executed the foregoing instrument, and duly
acknowledged to me that he executed the same.
/s/ Xxxxxxx Xxxxx
----------------------
NOTARY PUBLIC
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LANDLORD (Continued)
/s/ Xxxxxxx X. Xxxx
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Estate of Xxxxxxx X. Xxxx
STATE OF )
-----------------------------------
COUNTY OF ) ss:
-------------------------
On this __________ day of _____________________ ,199 , before me, the
subscriber, personally appeared ___________________, on behalf of the Estate of
Xxxxxxx X. Xxxx to me personally known and to me to be the same person described
in and who executed the foregoing instrument, and duly acknowledged to me that
he executed the same.
------------------------
Notary Public
TENANT
/s/ Xxxxx Xxx
------------------------
By: Xxxxx Xxx
President
STATE OF NEW YORK)
COUNTY OF MONROE) ss:
On the 3rd day of March, 1997, before me personally came XXXXX XXX to
me known, who being by me duly sworn did depose and say that he resides in
Victor, New York, that he is the President of Monro Muffler Brake, Inc., the
corporation described in and which executed the foregoing Instrument; and that
he signed his name thereto by order of the board of directors of said
corporation.
/s/ Xxxxxxx Xxxxx
------------------------
Xxxxxxx Xxxxx
NOTARY PUBLIC
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EXHIBIT B
Description of Leased Premises
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EXHIBIT C
Personal Property of Tenant
All signage including facia, poles
All portable machinery (Alignment, tire machines, etc.)
All hoists
Entire torch system
Compressors
Air Conditioning Unit (waiting room)
Alarm system
Water cooler
Telephone system
Waste oil tank (if above ground)
Office equipment
Heating units
Shelving
All merchandise
All future removable equipment installed to facilitate Tenant's business
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