1
EXHIBIT 10.30
LEASE
Between
INDIAN HILL PROPERTIES, INC., LESSOR
and
TELECOMMUNICATIONS ASSOCIATES GROUP, INC.,
2
LEASE
THIS LEASE, executed this 24th day of November, 1997, by and between
Indian Hills Properties, Inc., an Ohio corporation (hereinafter "Lessor"), and
Telecommunications Associates Group, Inc. an Ohio corporation (hereinafter
"Lessee").
WTTNESSETH:
SECTION 1
EXHIBITS AND DEFINITIONS
A. The following listed exhibits are attached to and made a part of
this Lease:
Exhibit "A" -- The plot plan showing the Building of which the Demised
Premises, hereinafter defined, are a part.
Exhibit "B" -- Statement of Lessee re: Lease.
B. The term "Common Areas" means the parking areas, access roads and
facilities which may be furnished by Lessor and which are located adjacent to
the Demised Premises, the employee parking areas, the truckways, driveways,
loading docks and areas, pedestrian sidewalks and walkways, ramps, landscaped
and planting areas, retaining walls, stairways, and all other areas and
improvements which may be provided and/or changed from time to time by the
Lessor for the general use in common of the tenants, their officers, agents,
employees, and customers and all lighting facilities incident thereto, as such
areas and facilities may be changed from time to time by Lessor.
C. The term "Demised Premises" shall mean the area of the Building
leased to the Lessee by the Lessor on a parcel of land located at the northwest
xxxxx of Euclid Avenue and East 000xx Xxxxxx in the City of Euclid, County of
Cuyahoga and State of Ohio, and consisting of approximately Eight Thousand Four
Hundred (8400) square feet, more or less, of a one-floor store suite which is
part of a multi-tenant shopping center designated as part of the property
outlined in red on Exhibit "A" attached hereto and made apart hereof, together
with the building and improvements and use of the Common Areas all constructed
thereon on Lessor's property in Euclid, Ohio.
D. The term "Building" means the building of which the Demised Premises
are a part
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E. The term "Building Site" means the location of the Building of which
the Demised Premises are a part and Common Areas.
F. The term "pro-rata share" shall be determined by comparing the
square footage of the Demised Premises to the then current square footage of all
other buildings located on the property of which the Demised Premises are a
part.
SECTION 2
DEMISED PREMISES
The Lessor, for and in consideration of the payment of the rent and the
performance by Lessee of the covenants and agreements as hereinafter set forth,
does hereby demise, let and lease unto the Lessee, and Lessee does hereby accept
from Lessor the following property described and outlined in red on Exhibit "A"
attached hereto and made a part hereof, together with the building and
improvements and use of the Common Areas as further provided herein, all as
constructed thereon on Lessor's property in Euclid, Ohio, all of which is
hereinafter sometimes referred to as the "Demised Premises."
SECTION 3
TERM OF LEASE
To have and to hold the Demised Premises unto Lessee for a term of
Seven (7) years (with one (1) additional Five (5) year option term as provided
in section 31.) commencing the first day of January, 1998.
SECTION 4
RENT
Base Rent. Lessee covenants and agrees to pay Lessor at Lessor's office
or such other place as Lessor may from time to time designate, as rent for the
Demised Premises without abatement, deduction or set-off and without demand,
unless otherwise provided herein, the sum of Seventy Nine Thousand Eight Hundred
Dollars ($79,800) per year, said sum to be payable in equal monthly installments
of Six Thousand Six Hundred Fifty Dollars ($6,650.00), on the first day of each
and every month in advance, during each of the Seven (7) years of the term, and
thereafter in the event Lessee shall extend its term by exercise of the option
provided in section 31, Lessee covenants and agrees to pay Lessor as rent for
the Demised Premises the sum of Ninety Two Thousand Four Hundred Dollars
($92,400.00) per year, said sum to be payable in equal monthly installments of
Seven Thousand Seven Hundred Dollars ($7,700.00), on the first day of each and
every month in advance, during each of the Five (5) years of such option.
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SECTION 5
USE OF PREMISES
A. Lessee covenants and agrees that the Demised Premises during the
term hereof shall be occupied and used for the sole purpose of a Security and
Emergency Response Enterprise.
B. Lessee covenants and agrees to use, maintain and occupy the Demised
Premises in a careful, safe and proper manner and will not permit waste therein.
Lessee will keep the Demised Premises and appurtenances and the adjoining areas
and sidewalks in a clean, safe and healthy condition and further agrees to clean
the snow and ice from the sidewalks contiguous to the Demised Premises. Lessee
will not permit the Demised Premises to be used in any way which will injure the
reputation of the same.
C. Lessee covenants and agrees not to use or occupy or suffer or permit
the Demised Premises or any part thereof to be used or occupied for any purpose
contrary to law or to the rules or regulations of any public authority. If
Lessee shall install any electrical equipment that overloads the lines in the
Demised Premises, Lessee shall, at its own expense, make whatever changes are
necessary to comply with the requirements of the insurance underwriters and
governmental authorities, having jurisdiction thereover.
SECTION 6
ALTERATIONS
A. Lessee covenants and agrees not to make or permit to be made any
alterations, improvements and additions to the Demised Premises or any part
thereof except by and with the written consent of Lessor first had.
B. All alterations, improvements and additions to the Demised Premises
permitted to be made by Lessee shall be made in accordance with all applicable
laws and, except for removable trade fixtures, shall at once when made or
installed be deemed to have attached to the freehold and to have become the
property of Lessor and shall remain for the benefit of Lessor at the end of the
term or other expiration of this Lease in as good order and condition as they
were when installed, reasonable wear and tear excepted: provided, however, if
prior to the termination of this Lease, or within fifteen (15) days thereafter
Lessor so directs by written notice to Lessee, the Lessee shall promptly remove
the additions, improvements, fixtures and installations which were placed in the
Demised Premises by Lessee and which are designated in said notice and repair
any damage occasioned by such removal and in default thereof Lessor may effect
said removals and repairs at Lessee's expense.
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C. In the event of the making of such alterations, improvements and
additions as herein provided Lessee further agrees to indemnify and save
harmless the Lessor from all costs, expenses, liens, claims or damages arising
out of, or resulting from the undertaking or making of said alterations,
additions or improvements.
SECTION 7
MAINTENANCE OF DEMISED PREMISES
A. Lessor shall maintain, at its expense, the roof, exterior walls,
excepting any doors or windows therein, and any structural portions of the
Demised Premises, making repairs thereto becoming necessary during the term
unless occasioned by any act or negligence of Lessee, its agents, contractors,
invitees or employees, in which event such damage shall be promptly repaired by
Lessee at Lessee's sole cost and expense.
B. Lessee covenants and agrees to keep and maintain the Demised
Premises in good order, condition and repair, and to promptly make all repairs
or replacements becoming necessary during the term including, but without
limitation, repairs or replacements of windows, doors, glass (which shall be
replaced with glass of the same size and quality), electrical, plumbing and
sewage lines and fixtures within the Demised Premises, and all heating, air
conditioning and ventilating equipment and ducts and vents attached thereto,
including any of such equipment which may, with Lessor's consent, be mounted on
the roof of the Demised Premises, interior walls, floor covering and ceilings
and all docks, fire extinguishers and building appliances of every kind. During
the term of this Lease, Lessee shall, if available, maintain at its sole
expense, service contracts covering the items to be maintained by Lessee.
C. On default of Lessee in making any repairs or replacements required
to be made by Lessee hereunder or in maintaining the Demised Premises, Lessor
may, but shall not be required to make such repairs or replacements or to
maintain the Demised Premises for the Lessee's account, and the expense thereof
shall constitute and be collectible as additional rent, payable by Lessee on
demand, or, at Lessor's election, together with the next installment of rent due
hereunder.
SECTION 8
ADDITIONAL RENT
Lessee shall pay Lessor as additional rent, upon demand, for Lessee's
pro-rata share as defined in Section I hereof, Lessor's actual and direct costs
for operating expenses incurred during the term of this Lease and any extension
hereof in respect of the operation and maintenance of the Building, in
accordance with generally accepted principles of sound management and accounting
practices, as applied to the operation and maintenance of shopping centers,
including without limitation thereof, cost of cleaning, any and all liability
and casualty
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insurance, materials and supplies, labor, utilities, heat, air conditioning,
repairs and maintenance, window washing, snow and ice removal, security,
landscaping, rubbish removal, and other services and expenses of Lessor relating
to the building and Common Areas including property management and Lessor's
administrative costs in charging the operating expenses to Lessee.
SECTION 9
COMMON AREAS
Lessor hereby grants to Lessee and Lessee's employees, agents,
customers and invitees the right, during the term hereof, to use, in common with
other tenants, employees and invitees entitled to the use thereof, the Common
Areas within the limits of the Building Site, provided Lessee is not in default
of any of the terms and conditions of this Lease. Lessor shall operate, manage
and maintain, in good condition and repair, during the term of this Lease, all
Common Areas within the Building Site. The manner in which areas and facilities
shall be maintained and the expenditures therefor shall be at the sole
discretion of the Lessor and use of such areas and facilities shall be subject
to such reasonable regulations as Lessor shall make from time to time. Lessor
shall have the right, from time to time and at any time to change the location
and/or number of the parking spaces available for such use and/or to erect
future buildings, stores or other facilities or to expand, extend or enlarge
existing facilities on the Building Site or in the Common Areas, provided in any
such event that a minimum parking ratio of four (4) parking spaces per 1,000
square feet of gross leaseable area shall at all times be maintained unless
otherwise consented to by Lessee, which consent shall not be unreasonably
withheld. Lessee agrees to cause its employees to park in such areas as may be
designated by Lessor for employee parking.
SECTION 10
UTILITIES
A. Lessee covenants and agrees to pay for all public utility services
rendered or furnished to the Demised Premises during the term hereof, including
heat, water, gas, electricity, rubbish removal, sewer rental and the like,
together with all taxes levied or other charges on such utilities. Lessee shall
not permit any accumulation of rubbish or debris in the Demised Premises or
permit any loose rubbish or debris to be placed or remain outside the Demised
Premises, but shall cause such rubbish and debris to be placed in a closed
container and removed from the Building Premises at Lessee's sole cost and
expense.
B. Lessee covenants and agrees that at all times its use of any such
services shall never exceed the capacity of the mains, feeders, ducts and
conduits bringing same to the Demised Premises or of the outlets, risers,
wiring, piping, duct work or other means of distribution of such service within
the Demised Premises.
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SECTION 11
LESSEE'S TAXES
Lessee further covenants and agrees to pay promptly when due all taxes
assessed against Lessee's fixtures, furnishings, equipment and stock-in-trade
placed in or on the Demised Premises during the term of this Lease.
SECTION 12
MECHANIC'S LIEN
Any mechanic's lien filed against the Demised Premises or Lessor's
other property for work claimed to have been done or for materials claimed to
have been furnished to Lessee shall be discharged by Lessee within twenty (20)
days after receipt of notice of its filing by bonding or as provided or required
by law or in any other lawful manner.
SECTION 13
DESTRUCTION OF DEMISED PREMISES
A. If the Demised Premises shall be destroyed or so injured by any
cause as to be unfit, in whole or in part, for occupancy and such destruction or
injury could be substantially repaired within two (2) months from the happening
of such destruction or injury, then Lessee shall not be entitled to surrender
possession of the Demised Premises nor shall Lessee's liability to pay rent
under this Lease cease without the mutual consent of the parties hereto; but in
case of any such destruction or injury Lessor shall repair the same with all
reasonable speed and shall substantially complete such repairs within two (2)
months from the happening of such destruction or injury, and if during such
period Lessee shall be unable to use all or any portion of the Demised Premises,
a proportionate allowance shall be made to Lessee from the rent corresponding to
the time during which and to the portion of the Demised Premises of which Lessee
shall be so deprived of the use on account thereof.
B. If such destruction or injury cannot be substantially repaired
within two (2) months from the happening thereof, Lessor shall notify Lessee
within thirty (30) days after receiving notice of the happening of such
destruction or injury whether or not Lessor will repair or rebuild. If Lessor
elects not to repair or rebuild, this Lease shall terminate. If Lessor shall
elect to repair or rebuild, Lessor shall specify the time within which such
repairs or reconstruction will be completed, and Lessee shall have the option,
within thirty (30) days after the receipt of such notice, to elect either to
terminate this Lease, and subject to Paragraph C hereof, to be released from
further liability hereunder or to extend the term of the Lease by a period of
time equivalent to the time from the happening of such destruction or injury
until the Demised Premises are, to the extent reasonably possible, restored to
their former condition. In the event Lessee elects to extend the term of this
Lease, Lessor shall restore the Demised
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Premises to their former condition, to the extent reasonably possible, within
the time specified in the notice, and Lessee shall not be liable to pay rent for
the period from the time of such destruction or injury until the Demised
Premises are so restored to their former condition, or until Lessee opens for
business, whichever shall first occur.
C. Notwithstanding anything herein stated to the contrary, if such
damage or destruction is caused by or the result of any act or negligence of
Lessee or its employees, agents or invitees, Lessee shall not be relieved of its
obligation to payment hereunder and unless Lessor elects to terminate this
Lease, this Lease shall not be terminated; but Lessor shall in no event be
obligated to repair or rebuild the same unless Lessor receives payment from
Lessee for such rebuilding costs through insurance proceeds or otherwise in an
amount sufficient and adequate to complete such repairs or rebuilding.
SECTION 14
TRADE FIXTURES IN DEMISED PREMISES
A. Removable trade fixtures paid for and supplied by Lessee shall not
be deemed to become a part of the Demised Premises unless so affixed to the
realty as to damage the same in removal. Lessee shall, at the expiration of the
term hereof, remove all of its trade fixtures which can be moved without costly
injury to, or undue defacement of the Demised Premises, provided all rents
stipulated herein are paid in full and Lessee is not otherwise in default
hereunder, and provided further than any and all damage to the Demised Premises
resulting from or caused by such removal shall be promptly repaired at Lessee's
expense.
B. Lessee covenants and agrees that all personal property of every kind
or description which may at any time be in the Demised Premises shall be at
Lessee's sole risk, or at the risk of those claiming under Lessee, and Lessor
shall not be liable for any damage to said property or loss suffered by the
business or occupation of Lessee arising from the bursting, overflowing or
leaking of water, sewer or steam pipes, from the heating or plumbing fixtures,
from electric wires, from gas or odors caused in any manner whatsoever.
SECTION 15
ACCESS TO DEMISED PREMISES
A. Lessee covenants and agrees to permit Lessor and Lessor's agents to
inspect and examine the Demised Premises at any reasonable time to permit Lessor
to make such repairs, decorations, alterations, improvements or additions in and
to the Demised Premises, that Lessor may deem desirable or necessary for its
preservation or which Lessee has failed so to do, and for other reasonable
purpose without the same being construed as an eviction of Lessee in whole or in
part, and the rent shall in no way xxxxx while such decorations, repairs,
alterations,
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improvements or additions are being made by reason of loss or interruption of
the business of Lessee because of the prosecution of such work..
X. Xxxxxx and its agents shall also have the right to enter upon the
Demised Premises for a period commencing one hundred eighty (180) days prior to
the termination of this Lease for the purpose of exhibiting the same to
prospective tenants or purchasers. During said period Lessor may place signs in
or upon the Demised Premises to indicate the same are for rent or sale, which
signs shall not be removed, obliterated or hidden by Lessee.
C. If, during the last month of the term of this Lease, Lessee shall
have removed all or substantially all of Lessee's property therefrom, Lessor may
immediately enter and alter, renovate or redecorate the Demised Premises without
elimination or abatement of rent or other compensation and such action shall
have no effect on this Lease. Nothing herein contained, however, shall be deemed
or construed to impose upon Lessor any obligation, responsibility or liability
whatsoever for the care, supervision or repair of the Demised Premises except in
this Lease otherwise provided.
SECTION 16
SURRENDER OF DEMISED PREMISES
A. Lessee covenants and agrees to deliver up and surrender to Lessor
possession of the Demised Premises upon expiration of this Lease, or its earlier
termination as herein provided, broom clean and in as good condition and repair
as the same shall be at the commencement of the term of this Lease, or may have
been put by the Lessor during the continuance thereof, ordinary wear and tear
and damage by fire or the elements not caused by the negligence or act of the
Lessee or its agents, employees or invitees excepted, it being understood and
agreed that acceptance of delivery of the Demised Premises shall be deemed
conclusive evidence that the Demised Premises were in good order and condition
at the commencement of the term of this Lease.
B. Prior to Lessee's vacating or delivering up the Demised Premises to
Lessor, Lessee shall, at Lessee's cost and expense, remove all property of
Lessee and all alterations, additions and improvements as to which Lessor shall
have made pursuant to the election provided for in Section 6 hereof, and shall
repair any damage to the Demised Premises caused by such removal and restore the
Demised Premises to the condition in which they were prior to the installation
of the articles so removed. Any property not so removed and as to which Lessor
shall have not made said election, shall be deemed to have been abandoned by
Lessee and may be retained or disposed of by Lessor, as Lessor shall desire.
Lessee's obligation to observe or perform this covenant shall survive the
expiration or termination of the term of this Lease.
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SECTION 17
INDEMNITY AND INSURANCE BY LESSEE
A. Lessee covenants and agrees that it will protect and save harmless
and keep the Lessor forever harmless and indemnified against and from any
penalty, damages, charges or cost imposed or resulting from any violation of any
law, order of governmental agency or ordinance, whether occasioned by the
neglect of Lessee or those holding under Lessee, and that Lessee will at all
times protect, indemnify and save and keep harmless the Lessor against and from
all claims, losses, costs, damages or expenses arising out of or from any
accident or other occurrence on or about the Demised Premises causing injury to
any person or property whomsoever or whatsoever, and will protect, indemnify,
save and keep harmless the Lessor against and from any and all claims and
against and from any and all losses, costs, damages or expenses arising out of
any failure of Lessee in any respect to comply with or perform all the
requirements and provisions of this Lease.
B. Lessee agrees that, at its own cost and expense, it will procure and
continue in force, in the names of the Lessor, Lessor's mortgagee(s) and Lessee
as their interests may appear, general liability and casualty insurance against
any and all claims for injuries to persons occurring in, upon or about the
Demised Premises and Common Areas, including all damage from signs, glass
awnings, fixtures or other appurtenances now or hereafter erected on the Demised
Premises during the term of this Lease, such insurance at all times to be in an
amount of not less than Two Hundred Thousand Dollars ($200,000.00) for injury to
any one person and not less than One Million Dollars ($1,000,000.00) for
injuries to more than one person in one accident, and One Hundred Thousand
Dollars ($100,000.00) for injury to property. Such insurance shall be written
with a company or companies authorized to engage in the business of general
liability insurance in the State of Ohio, and there shall be delivered to Lessor
customary insurance certification evidencing such paid-up insurance and copies
of the policies. Such insurance shall further provide that the same may not be
cancelled, terminated or modified unless the insurer gives Lessor and Lessor's
mortgagee(s) at least fifteen (15) days prior written notice thereof.
C. The above-mentioned insurance certifications are to be provided by
Lessee, and shall be for a period of not less than one (1) year, it being
understood and agreed that fifteen (15) days prior to the expiration of any
policy of insurance Lessee will deliver to Lessor a renewal or new policy to
take the place of the policy expiring, with the further agreement that, should
Lessee fail to furnish policies as is provided in this Lease, and at the times
herein provided, Lessor may obtain such insurance and the premiums on such
insurance shall be deemed additional rent to be paid by Lessee unto Lessor upon
demand
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SECTION 18
ASSIGNMENT AND SUBLETTING
A. Lessee covenants and agrees not to assign this Lease or to sublet
the whole or any part of the Demised Premises, or to permit any other persons to
occupy same without the written consent of the Lessor first had, which shall not
be unreasonably withheld, references elsewhere herein to as signees not
withstanding. No consent of Lessor to a particular assignment or subletting
shall be deemed a consent to further assignments or subletting. Any assignment
or subletting, even with the consent of the Lessor, shall not relieve Lessee
from liability for payment of rent or other sums herein provided or from the
obligation to keep and be bound by the terms, conditions and covenants of this
Lease. The acceptance of rent from any other person shall not be deemed to be a
waiver of any of the provisions of this Lease and shall not constitute consent
to the assignment of this Lease or subletting of the Demised Premises.
B. Since Lessee is a corporation, then any transfer of this Lease from
Lessee by merger, consolidation or liquidation, or any change in ownership or
power to vote of a fifty percent or greater majority of Lessee's outstanding
voting stock shall constitute an assignment for the purpose of this Lease and
shall require the written consent of Lessor first having been obtained.
C. An assignment for the benefit of creditors or by operation of law
shall not be effective to transfer any rights to any assignee, without the
written consent of the Lessor first having been obtained.
SECTION 19
EMINENT DOMAIN
A. In the event the Demised Premises or any part thereof or the
Building Site shall be taken or condemned either permanently or temporarily for
any public or quasi public use or purpose by any competent authority in
appropriation proceedings or by any right of eminent domain, the entire
compensation award therefor, both leasehold and reversion, shall belong to the
Lessor without any deduction therefrom for any present or future estate of
Lessee and Lessee hereby assigns to Lessor all its right, title and interest to
any such award. Lessee shall, however, be entitled to claim, prove and receive
in such condemnation proceedings such award as may be allowed for fixtures and
other equipment installed by it, but only if such award shall be in addition to
the award for the land and the building (or portion thereof) containing the
Demised Premises.
B. If the entire Demised Premises shall be taken as aforesaid, then
this Lease shall terminate and shall become null and void from the time
possession thereof is required for public use and from that date on the parties
hereto shall be released from further obligation hereunder:
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but in the event a portion only of the Demised Premises shall be so taken or
condemned, then Lessor, at its own expense, shall repair and restore, to the
extent reasonably possible, the portion not affected by the taking and
thereafter the rental to be paid by Lessee shall be equitably and
proportionately adjusted.
C. Any such appropriation or condemnation proceedings shall not operate
as or be deemed an eviction of Lessee or a breach of Lessor's covenant for quiet
enjoyment.
SECTION 20
DEFAULT BY LESSEE
All rights and remedies of Lessor herein enumerated shall be
cumulative, and none shall exclude any other rights or remedies allowed by law.
Lessee covenants and agrees that if:
A. Lessee shall fail, neglect or refuse to pay any installment of rent
at the time and in the amount as herein provided, or to pay any other monies
agreed by it to be paid promptly when and as the same shall become due and
payable under the terms hereof, and if any such default should continue for a
period of more than ten (10) days; or
B. Any voluntary or involuntary petition or similar pleading under any
section or sections of any bankruptcy act shall be filed by or against Lessee,
or any voluntary or involuntary proceeding in any court or tribunal shall be
instituted to declare Lessee insolvent or unable to pay Lessee's debts, and the
same shall not be dismissed or discharged within thirty (30) days thereafter; or
C. Lessee makes any assignment of its property for the benefit of
creditors or should the Demised Premises be taken under a levy of execution or
attachment in any action against Lessee and such levy, attachment or assignment
is not dismissed or discharged within thirty (30) days: or
D. Lessee shall cease business operations, abandon or vacate the
Demised Premises or shall fail, neglect or refuse to keep and perform any of the
other covenants, conditions, stipulations or agreements herein contained,
covenanted and agreed to be kept and performed by it, and in the event any such
default shall continue for a period of more than fifteen (15) days after notice
thereof given in writing to Lessee by Lessor; provided, however, that if the
cause for giving such notice involves the making of repairs or other matters
reasonably requiring a longer period of time than the period of such notice,
Lessee shall be deemed to have complied with such notice so long as it has
commenced to comply with said notice or has taken and continues to diligently
pursue all proper steps or proceedings under the circumstances to prevent the
seizure, destruction, alteration or other interference with the Demised Premises
by reason of
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noncompliance with the requirements of any law or ordinance or with the rules,
regulations, or directions of any governmental authority as the case may be:
then Lessee does hereby authorize and fully empower Lessor or Lessor's agent to
cancel or annul this Lease at once and to re-enter and take possession of the
Demised Premises immediately, and by force if necessary, without any previous
notice of intention to re-enter, and to remove all persons and their property
therefrom, and to use such force and assists in effecting and perfecting such
removal of Lessee as may be necessary and advisable to recover at once first and
exclusive possession of the Demised Premises whether in possession of Lessee or
of third persons or otherwise, without being deemed guilty in any manner of
trespass and without prejudice to any remedies which might otherwise be used by
Lessor, in which event this Lease shall terminate and Lessee shall indemnify the
Lessor against all loss of rent which Lessor may incur by reason of such
termination during the residue of the term therein specified.
Lessor may, however, at its option, at any time after such default or
violation of condition or covenant, re-enter and take possession of the Demised
Premises without such re-entry working a forfeiture of the rents to be paid and
the covenants, agreements and conditions to be kept and performed by Lessee for
the full term of this Lease. In such event, Lessor shall have the right, but not
the obligation, to divide or subdivide the Demised Premises in any manner Lessor
may determine and to lease or let the same or portions thereof for such periods
of time and at such rentals and for such use and upon such covenants and
conditions as Lessor may elect, applying the net rentals from such letting first
to the payment of Lessor's expenses (including attorney's fees) incurred in
dispossessing Lessee and reletting the Demised Premises and the cost and expense
of making such improvements in the Demised Premises as may be necessary in order
to enable Lessor to relet the same, and to the payment of any brokerage
commissions or other necessary expenses of Lessor in connection with such
reletting. The balance, if any, shall be applied by Lessor from time to time on
account of the payments due or payable by Lessee hereunder, with the right
reserved to Lessor to bring such action or proceedings for the recovery of any
deficits remaining unpaid as Lessor may deem favorable from time to time,
without being obligated to await the end of the term hereof for the final
determination of Lessee's account. Any balance remaining, however, after full
payment and liquidation of Lessor's account as aforesaid shall be paid to Lessee
with the right reserved to Lessor at any time to give notice in writing to
Lessee of Lessor's election to cancel and terminate this Lease and the giving of
such notice and the simultaneous payment by Lessor to Lessee of any credit
balance in Lessee's favor that may at the time be owing to Lessee shall
constitute a final and effective cancellation and termination of this Lease and
the obligations hereunder on the part of either party to the other.
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SECTION 21
WAIVER OF LESSEE'S DEFAULT
No waiver of any covenant or condition or of the breach of any covenant
or condition of this Lease shall be taken to constitute a waiver of any
subsequent breach of such covenant or condition nor to justify or authorize the
nonobservance of any other occasion of the same or of any other covenant or
condition hereof, nor shall the acceptance of rent by Lessor at any time when
Lessee is in default under any covenant or condition hereof be construed as a
waiver of such default or of Lessor's right to terminate this Lease on account
of such default, nor shall any waiver or indulgence granted by Lessor to Lessee
be taken as an estoppel against Lessor, it being expressly understood that if at
any time Lessee shall be in default in any of its covenants or conditions
hereunder an acceptance by Lessor of rental during the continuance of such
default or the failure on the part of Lessor promptly to avail itself of such
rights or remedies as Lessor may have, shall not be construed as a waiver of
such default, but Lessor may at any time thereafter, if such default continues,
terminate this Lease or assert any other rights or remedies available to it on
account of such default in the manner hereinbefore provided.
SECTION 22
DEFAULT BY LESSOR
Lessor shall in no event be charged with default in the performance of
any of its obligations hereunder unless and until Lessor shall have failed to
perform such obligations within thirty (30) days (or such additional time as is
reasonably required to correct any such default) after notice to Lessor by
Lessee properly specifying wherein Lessor has failed to perform any such
obligations.
Further, if the holder of record of the first mortgage covering the
Demised Premises shall have given prior written notice to Lessee that it is the
holder of said first mortgage and that such notice includes the address at which
notices to such mortgagee are to be sent, the Lessee agrees to give to the
holder of record of such first mortgage notice simultaneously with any notice
given to Lessor to correct any default of Lessor as hereinabove provided and
agrees that the holder of record of such first mortgage shall have the right,
within sixty (60) days after receipt of said notice, to correct or remedy such
default before Lessee may take any action under this Lease by reason of such
default. Lessor shall also give to the holder of such first mortgage copies of
any notices of default which is may give or send to Lessee.
Notwithstanding anything herein stated to the contrary, if Lessor shall
fail to perform any covenant, term or condition of this Lease upon Lessor's part
to be performed and as a consequence of such default Lessee or any person
claiming through Lessee suffers any loss, injury or damage, it is specifically
understood and agreed that Lessor (its principals, successors, assigns and
partners, if any) shall not have any personal liability therefor, Lessee hereby
agreeing
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to look solely to the equity of Lessor (its successors, assigns and partners, if
any in the Demised Premises for the satisfaction of each and every remedy of
Lessee or any person claiming through Lessee in the event of such failure by
Lessor.
SECTION 23
SUBORDINATION
The Lessor reserves the right an privilege to subject and subordinate
this Lease to all ground or underlying leases and all mortgages, which may now
or hereafter affect the Demised Premises, and to any and all advances to be made
thereunder and all renewals, modifications, consolidations, replacements and
extensions thereof. Lessee covenants and agrees to execute promptly any
certificate that lessor may request in confirmation of such subordination and
Lessee hereby constitutes and appoints Lessor as Lessee's attorney-in-fact to
execute any such certificate for or on behalf of the Lessee.
SECTION 24
ESTOPPEL CERTIFICATE BY LESSEE
Lessee agrees at any time and from time to time, upon not less than ten
(10) days' prior written request by the Lessor, to execute and acknowledge and
deliver to Lessor a written statement similar to Exhibit "B" certifying that
this Lease is unmodified and in full force and effect (or, if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications), and the dates to which the rent and other charges have been
paid in advance, if any, it being intended that any such statement delivered
pursuant to this Section may be relied upon by any prospective purchaser of the
fee or mortgagee or assignee of any mortgage upon the fee of the Demised
Premises.
SECTION 25
TERM "LESSOR"
The term "Lessor" as used in this Lease, so far as covenants or
obligations on the part of Lessor are concerned, shall be limited to mean and
include only the owner for the time being of the Demised Premises. If the
Demised Premises or underlying lease, if any, be sold or transferred, the Seller
shall be automatically and entirely released of all covenants and obligations
under this lease from and after the date of such conveyance or transfer,
provided the purchaser on such sale has assumed and agreed to carry out all
covenants and obligations contained in this Lease to be performed on the part of
Lessor hereunder, it being hereby agreed that the covenants and obligations
contained in this Lease shall be binding upon Lessor, its successors and
assigns, only during their respective successive periods of ownership.
SECTION 26
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HOLDING OVER
If Lessee shall remain in possession of all or any part of the Demised
Premises after the expiration of the term of this Lease or any renewal thereof,
with the consent of Lessor, then Lessee shall be deemed a Lessee of the Premises
from month-to-month at two times the most recent rental payable by Lessee
hereunder and subject to all of the terms and provisions hereof, except only as
to the term of this Lease.
SECTION 27
QUIET ENJOYMENT
Lessor covenants and agrees that if Lessee pays the rental and other
charges herein provided and shall perform all of the covenants an :1 agreements
herein stipulated to be performed on the Lessee's part, Lessee shall, at all
times during said term, have the peaceable and quiet enjoyment and possession of
the Demised Premises without any manner of hindrance from Lessor or any persons
lawfully claiming through Lessor, except as to such portion of the Demised
Premises as shall be taken under the power of eminent domain or condemnation.
SECTION 28
WAIVER OF SUBROGATION
Neither the Lessor nor the Lessee shall be liable to the other for any
business interruption or any loss or damage to property or injury to or death of
persons occurring on the Demised Premises, or the condition thereof, or of the
adjoining property, whether or not caused by the negligence or other fault of
the Lessor or the Lessee or of their respective agents, employees, subtenants,
licensees, or assignees; provided, however, that this release shall apply only
to the extent that such business interruption, loss or damage to property, or
injury to or death of persons is covered by insurance, regardless of whether
such insurance is payable to or protects the Lessor or the Lessee or both.
Nothing in this Section shall be construed to impose any other or greater
liability upon either the Lessor or the Lessee than would have existed in the
absence hereof. This release shall be in effect only so long as the applicable
insurance policies contain a clause to the effect that this release shall not
affect the right of the insured to recover under such policies. Such clauses
shall be obtained by the parties whenever possible.
SECTION 29
REAL ESTATE TAXES
As part of the consideration for this Lease and in addition to the rent
hereinbefore provided, Lessee shall pay its pro-rata share as defined in Section
1, Paragraph F, of all taxes and assessments, both general and special, levies
and governmental impositions and charges of every kind and nature whatsoever,
extraordinary as well as ordinary ("Taxes"), assessed, imposed or
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levied upon the Building Site during the term of this Lease and any extension or
renewal thereof, prorated on a daily basis for any partial year. Such payment
shall be made by Lessee by delivering to Lessor, contemporaneously with the
monthly installments of rent payable by Lessee, an amount equal to one-twelfth
of the Taxes. If the Taxes for the then current year have been fixed. Lessee
shall pay Lessor monthly installments equal to one-twelfth of the amount thereof
contemporaneously with the monthly installment of rent payable hereunder, and if
such Taxes have not been fixed, then Lessee shall pay to Lessor an estimated tax
amount determined by Lessor in monthly installments equal to one-twelfth of the
estimated tax amount. If, upon the determination of the amount of the Taxes, the
total amount of funds deposited by Lessee hereunder are not sufficient to pay
the Taxes then due, then Lessee agrees to remit to Lessor an amount equal to the
shortage promptly upon receipt of a statement therefor from the Lessor. In the
event Lessee has deposited funds with Lessor for the payment of the Taxes for
such year in excess of the amount required to pay the Taxes for such year, then
the overage shall be credited to the next month's deposit to be made by Lessee
for Taxes hereunder.
SECTION 30
LESSOR'S INSURANCE
During the term of this Lease and any renewal or extension there of,
Lessee shall reimburse Lessor for its pro rata share as defined in section 1,
Paragraph F, of the cost of all general liability and casualty insurance carried
by Lessor covering the Building Site, including, but not by way of limitation,
property insurance on the building and Lessor's contents to the full insurable
value thereof, if any, rental value insurance, and war risk insurance, if
available all of same insuring against the perils of fire, extended coverage,
and special extended coverage or their equivalent.
SECTION 31
OPTION
Lessee shall have an option to renew this lease for one (1) additional
lease term for a period of Five (5) years upon the same terms and conditions
except as to rent and the further right of renewal. To exercise said option
Lessee shall give Lessor notice in writing if its election to exercise the
option at least ninety (90) and not more than one hundred eighty (180) days
prior to the expiration of the original term. The rent for the additional term
shall be at the rates set forth in section 4, without right to appraisal.
SECTION 32
SIGNS
Lessee may, at its sole cost and expense, erect a sign, with or without
illumination, at the Demised Premises identifying its place of business;
provided, however, the location, type,
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18
content, design and size of such sign shall conform with all local sign
ordinances and permit requirements and further provided Lessee shall have
obtained Lessor's prior written consent thereof.
SECTION 33
FORCE MAJEURE
In the event that Lessor or Lessee shall be delayed, hindered in or
prevented from the performance of any act required hereunder (other than the
payment of rent and other charges payable by Lessee) by reason of strikes,
lockouts, labor troubles, inability to procure materials, failure of power,
riots, insurrection, the act, failure to act or default of the other party, war
or any other reason beyond the reasonable control of the party who is seeking
additional time for the performance of such act, then performance of such act
shall be excused for the period of the delay and the period for the performance
of any such act shall be extended for a reasonable period, in no event to exceed
a period equivalent to the period of such delay.
SECTION 34
TITLES OF SECTIONS
The titles of the sections throughout this Lease are for convenience
and reference only, and the words contained therein shall in no way be held to
explain, modify, amplify, or aid in the interpretation, construction or meaning
of the provisions of this instrument.
SECTION 35
NOTICES
Any xxxx, statement, notice, communication or payment which Lessor or
Lessee may desire, or be required to give to the other party shall be in writing
and shall be sent to the other party by registered or certified mail to the
following addresses or to such other address as either party shall have
designated to the other by like notice, and the time of the rendition of such
shall be when same is deposited in an official United States Post Office,
postage prepaid:
Lessor:
0000 Xxxx 000xx Xxxxxx
Xxxxxx, Xxxx 00000
Attn: Xx. Xxxx X. Xxxxxxxxxx, President
Lessee
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--------------
Xxxxxx X. Xxxx
19
0000 Xxxx 000xx Xxxxxx
Xxxxxx, Xxxx 00000
Attn: Xx. Xxxxxx X. Xxxx, President
SECTION 36
DEFINITION OF TERMS
As used in this lease and when required by the context, each number
(singular or plural) shall include all numbers, and each gender shall include
all genders: and unless the context otherwise requires, the word "person" shall
include individuals, corporations, firms, associations, partnerships and any
other type of entity.
SECTION 37
INVALIDITY OF PARTICULAR PROVISIONS
If any term or provision of this lease or the application thereof to
any person or circumstance shall to nay extent be invalid or unenforceable, the
other terms of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Leases shall be valid and be enforced to the fullest extent permitted by
law.
SECTION 38
PROVISIONS BINDING
Except as herein otherwise expressly provided, the terms and provisions
hereof shall be binding upon and shall inure to the benefit of the heirs,
executors, administrators, successors, and permitted assigns, respectively, of
the Lessor and the Lessee. Each term and provision of this Lease to be performed
by the Lessee shall be construed to be both a covenant and a condition. The
reference contained to successors and assigns of Lessee is not intended to
constitute a consent to assignment by Lessee, but has reference only to those
instances in which Lessor may have given written consent to a particular
assignment as required by Section 18 hereof.
SECTION 39
RELATIONSHIP OF PARTIES
Nothing contained in this Lease shall be deemed or construed by the
parties hereto or by any third party to create the relationship of principal and
agent or of partnership or of joint venture or of any association whatsoever
between Lessor and Lessee, it being expressly understand and agreed that neither
the computation of rent and other charges nor any other provisions contained in
this Lease nor any act or acts of the parties hereto shall be deemed to
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20
create any relationship between Lessor and Lessee other than the relationship of
landlord and tenant.
SECTION 40
NET LEASE PROVISION
It is the intention of Lessor and Lessee that the rent herein specified
shall be net to Lessor in each year during the term of this Lease or any
extension thereof, and that all costs, expenses, and obligations of every kind
relating to the Demised Premises and Lessee's pro rata share of Common Area
charges (except as otherwise specifically provided in this Lease) which may
arise or become due during the term of this Lease, shall be paid by the Lessee,
and that the Lessor shall be indemnified by the Lessee against such costs,
expenses and obligations.
SECTION 41
SHORT-FORM LEASE
The parties will, at any time, at the request of either one, promptly
execute duplicate originals of an instrument, in recordable form, which will
constitute a short form of lease, setting forth a description of the Demised
Premises, the term of the Lease and any other portions thereof, excepting the
rental provisions, as either party may request. This Lease shall not be
recorded.
SECTION 42
COMPLETE AGREEMENT
This writing contains the entire agreement between the parties hereto,
and no agent, representative, salesman or officer of Lessor hereto has authority
to make or has made any statement, agreement or representation, oral or written
in connection herewith, modifying, adding or changing the terms and conditions
herein set forth. No dealings between the parties or custom shall be permitted
to contradict various additions to or modify the terms hereof. No modification
of this Lease shall be binding unless such modification shall be in writing and
signed by the parties hereto.
IN TESTIMONY WHEREOF, the Lessor and Lessee have caused this Lease to be signed,
in triplicate, upon the day and year first above written.
SIGNED IN THE PRESENCE OF: INDIAN HILLS PROPERTIES, INC.,
an Ohio corporation "Lessor"
---------------------------------------
WITNESS
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--------------------------------
WITNESS
By:
----------------------------
Xxxx Xxxxxxxxxx
its President
Telecommunications Associates
Group, Inc. an Ohio Corporation
"Lessee"
--------------------------------
WITNESS
--------------------------------
WITNESS
By:
----------------------------
Xxxxxx X. Xxxx
its President
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EXHIBIT "A"
23
EXHIBIT "B"
STATEMENT OF LESSEE IN RE: LEASE
Gentlemen
The undersigned as Lessee under a certain Lease date the day of November, 1997,
made with Indian Hills Properties, Inc., as Lessor, hereby certifies that the
undersigned entered into occupancy of the Premises described in Said Lease on
the first day of January, 1998; that said lease is in full force and effect and
has not been modified, supplemented or amended in any way; that the same
represents the entire agreement between the parties to such Lease Agreement;
that all conditions under said Lease to be performed by Lessor have been
satisfied, and that on this date there are no existing defenses or offset which
the undersigned has against the enforcement of said Lease by the Lessor; that no
rental has been paid in advance; that any rental due to this date has been paid.
Very Truly yours,
Telecommunications Associates
Group, Inc.
By:
-------------------------------
Its President
Dated:
---------------------------------
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LEGAL DESCRIPTION
for Shopping Center
Permanent Parcel No. 646-20-3
And known as being part of Original Xxxxxx Xxxxxxxx Xxx Xx. 0, Xxxx Xxxxx and
Part of Original Xxxxxx Xxxxxxxx Xxx Xx. 00, Xxxxx 00 and bounded and described
as follows:
Beginning on the Old centerline of Euclid Avenue at its intersection with the
centerline of East 191st Street, 50 feet wide, as dedicated by plat recorded in
Volume 198 of Maps, page 69 of Cuyahoga County Records.
Course I. Thence North 44 degrees 50'45" West along the centerline of said Xxxx
000xx Xxxxxx 52.36 feet to the northwesterly line of said Xxxxxx Xxxxxx, 00 feet
wide.
Course II. Thence South 45 degrees 09' 14" West along the northwesterly line of
said Euclid Avenue 45.00 feet to the southerly end of a curved turnout between
the northwesterly line of said Euclid Avenue and the southwesterly line of said
Xxxx 000xx Xxxxxx.
Course III. Thence northerly along said turnout on a curved line deflecting to
the left and arc distance of 31.42 feet to the southwesterly line of said East
191st Street, said curved line having a radius of 20.00 feet and a chord which
bears North 00 degrees 09' 14" East 28.28 feet.
Course IV. Thence North 44 degrees 50'46" West along the southwesterly line of
said Xxxx 000xx Xxxxxx 501.35 feet to an angle therein.
Course V. Thence North 45 degrees 31' 21" West continuing along the
southwesterly line of said Xxxx 000xx Xxxxxx 249.79 feet to a point.
Course VI. Thence South 44 degrees 28' 39" West parallel to the southeasterly
line of land conveyed to the Board of Commissioners of Cuyahoga County by deed
dated December 5, 1978 and recorded in Volume 15202, Page 881 of Cuyahoga County
Records, 400.95 feet to the southwesterly line of land conveyed to Clevite
Corporation by deed dated May 16, 1967 and recorded in Volume 12118, Page 949 of
Cuyahoga County Records.
Course VII. Thence North 45 degrees 31' 21 " East along the southwesterly line
of land conveyed to Clevite Corporation as aforesaid 812.29 feet to its
intersection with said Old centerline of Euclid Avenue.
Course VIII. Thence North 46 degrees 58' 05" East along said centerline of
Euclid Avenue 129.96 feet to an angle therein.
Course IX. Thence North 45 degrees 37' 40" East along said Old centerline of
Euclid Avenue 289.42 feet to the place of beginning be the same more of less but
subject to all legal highways.
25
ADDENDUM TO LEASE
Reference is made to that certain Lease by and between Indian Hills
Properties Inc., as Lessor, and Telecommunications Associates Group, Inc., a
wholly owned subsidiary of Security Associates International, Inc., as Lessee,
dated November __ 1997 but effective January 1, 1998 (the "Lease"). Section 4 of
the Lease is hereby amended to include the following:
SECURITY DEPOSIT. Lessee shall pay Lessor a non-interest bearing
security deposit equal to twelve (12) months rent totalling
Seventy-Nine Thousand Eight Hundred Dollars and 00/100 ($79,800.00)
upon execution of the Lease. Lessee will be refunded three-fourths
(3/4) of the security deposit as a rent rebate and applied to rent
payments then due in accordance with the following schedule: (a)
twenty-five percent (25%) of the deposit for the months of January,
February and March, 2000; (b) twenty-five percent (25%) of the deposit
for the months of January, February and March 2002; and, (c)
twenty-five percent (25%) of the deposit for the months of January,
February and March 2004. The remaining twenty-five percent (25%) of the
security deposit ($19,950.00) shall remain with Lessor through the term
of the Lease, its termination, or any extension or renewal thereof.
Except to the extent modified herein, all other terms and conditions of
the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
__ day of November, 1997.
"LESSEE"
TELECOMMUNICATIONS
ASSOCIATES GROUP., a wholly
owned subsidiary of
Security Associates
International, Inc.
By:
------------------------
Its:
-----------------------
26
"LESSOR"
INDIAN HILLS PROPERTIES,
INC., an Ohio Corporation
By:
------------------------
Its:
-----------------------
2
