SUBLEASE AGREEMENT
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THIS SUBLEASE AGREEMENT hereinafter referred to as the "Lease") is made
and entered into this 1st day of April, 1996 by and between PENNSYLVANIA
HOUSE, INC., as Sublessor (hereinafter referred to as "Lessor"); and
RENAISSANCE DESIGNER GALLERY PRODUCTS, INC., as Sublessee, (hereinafter
referred to as "Lessee").
Statement of Purpose
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Lessor is the lessee of a building located in City of Topeka, County of
Shawnee, State of Kansas that has an address of 0000 Xxxx Xxxxxxxxx, Xxxxxx,
Xxxxxx (the "Leased Premises"), as more particularly described in that
certain Lease Agreement by and between Xxxxx X. Xxxxx and Xxxxx Xxxxx, as
lessor, and Lessor, as lessee, dated October 28, 1987 (hereinafter referred
to as "Underlying Lease"), which Lessor has agreed to lease to Lessee on a
sublease basis. Lessor and Lessee have entered into this Lease in order to
document their respective understandings and obligations concerning the
subleasing of the Leased Premises.
Agreement
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NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter set forth, Lessor and Lessee hereby covenant,
promise and agree with each other as follows:
1. Description of Leased Premises. Lessor does hereby sublease and
demise unto Lessee, and Lessee hereby takes and hires from Lessor, the
Leased Premises, as described above, SUBJECT TO the Underlying Lease. TO
HAVE AND TO HOLD the Leased Premises unto Lessee, its successors and
assigns, on the terms and conditions hereinafter set forth.
2. Lease Term. The term of this Lease shall be for the period of
time commencing April 1, 1996, and expiring at midnight on
December 31, 1997.
3. Rental. Lessee agrees to pay Lessor rental for the Leased Premises
in monthly installments, each installment being due and payable in advance,
on or before the first (1st) day of each calendar month during the term of
this Lease with the first rent due and payable on May 1, 1996. Upon the
termination of this Lease, Lessee shall pay pro rata rental and any other
amounts remaining unpaid by Lessee to Lessor which pro rata rental shall
include rental for any days remaining under the T ease Term for which
rental has not been previously paid and collected.
For and during the term of this Lease, the minimum rental shall be
FOUR THOUSAND DOLLARS ($4,000.00) per month.
All rent payable under this Lease shall be paid, without notice or
demand, both of which are expressly waived by Lessee, to Lessor at the
following address: Pennsylvania House, 000 X. 00xx Xxxxxx, Xxxxxxxxx,
XX 00000 or at such other address as the Lessor may designate from
time to time, in writing. Rent and other monies due Lessor under this
Lease but not paid by the tenth (10th) day of the month shall bear
interest at the rate of ten percent (10%) per annum from the date same
is due until paid.
4. Security Deposit. Concurrently with Lessee's execution of this
Lease, Lessee has deposited with Lessor a sum equivalent to the first
month's rent. Said sum shall be held by Lessor as security. for the
faithful performance by Lessee of all the terms, covenants, and
conditions of this Lease to be kept and performed by Lessee during the
term hereof. Lessor shall not be required to keep this security deposit
separate from its general funds, and Lessee shall not be entitled to
interest on such deposit. If Lessee shall fully and faithfully perform
every provision of this Lease to be performed by it, the security deposit
or any balance thereof shall be returned to Lessee (or, at Lessor's
option to the last assignee of Lessee's interest hereunder) within ten
(10) days following expiration of the Lease term. In the event of
termination of Lessor's interest in this Lease, Lessor shall transfer
said deposit to Lessor's successor in interest.
5. Taxes and Assessments. Lessee shall pay, as additional rents
all real estate taxes, assessments and water rates and water charges,
and other governmental levies and charges, general and special,
ordinary and extraordinary, unforeseen, as well as foreseen, of any
kind, which are assessed or imposed upon the Leased Premises, or any
part thereof, or become payable during the term of this Lease. Lessee
shall also pay all personal property taxes assessed and levied against
the fixtures and property located within the Leased Premises.
6. Additional Rent. Lessee shall pay, as additional rent, that
percent of the total cost of the following items as Lessee's total
floor area bears to the total floor area of the Xxxxxxx Place Office
Park which is from time to time computed as of the first day of each
calendar quarter:
(a) All real estate taxes, including assessments, and all insurance
costs (relating to common areas), and all costs to maintain, repair and
replace common areas, parking lots, sidewalks, driveways, and other
areas used in common by the tenants of the Xxxxxxx Place Office Park.
(b) All costs to supervise and administer said common areas, parking
lots, sidewalks, driveways, and other areas used in common by the tenants
or occupants of the-. Xxxxxxx Place Office Park as per the Xxxxxxx Place
Office Park Owners Association requirements. Said costs shall include such
fees as may be paid to a third party in connection with the same.
(c) Any parking charges, utilities surcharges, or any similar costs
levied, assessed, or imposed by, or interpretations thereof, promulgated
by any governmental authority in connection with the use or occupancy of
the Leased Premises or the parking facilities serving the Leased Premises.
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(d) In addition Lessee shall pay its pro rata portion of the total
cost of the common area maintenance of Xxxxxxx Place Office Park as Lessee's
total floor area bears to the total floor area of the Xxxxxxx Place Office
Park, as such costs relate to maintenance and upkeep of the environmental
areas.
7 Rental Adjustment. Upon commencement of rental, Lessor shall submit
to Lessee a statement of the anticipated monthly adjustments for the period
between such commencement and the following January and Lessee shall pay
these adjustments on a monthly basis concurrently with the payment of the
Rent. Lessee shall continue to make said monthly payments until notified
by Lessor of a change thereof. By January 1 of each year, Lessor shall
endeavor to give Lessee a statement showing the total adjustments for
the Xxxxxxx Place Office Park for the prior calendar year and Lessee's
allocable share thereof, prorated from the commencement of rental. In the
event the total of the monthly payments which Lessee has made for the
prior calendar year is less than the Lessee's actual share of adjustments,
then Lessee shall pay the difference in a lump sum within five (5) days
after receipt of such statement from Lessor and shall concurrently pay
the difference in monthly payments made in the then calendar year and the
amount of the monthly payments which are then calculated as monthly
adjustments based on the prior year's experience. Any overpayment by Lesser
shall be credited towards the monthly adjustments next coming due. The
actual adjustments for the prior year shall be used for purposes of
calculating the anticipated monthly adjustments for the then current year.
In any year in which resurfacing is contemplated by the lessor of the
Underlying Lease, Lessor shall be permitted to include the anticipated cost
of same as part of the estimated monthly adjustments. Even though the term
has expired and Lessee has vacated the Leased Premises, when the final
determination is made of Lessee's share of said adjustments for the year
in which this Lease terminates, Lessee shall immediately pay any increase
due over the estimated adjustments previously paid and, conversely, any
overpayment made shall be immediately rebated by Lessor to Lessee. Failure
of Lessor to submit statements as called for herein shall not be deemed to
be a waiver of Lessee's requirement to pay sums as herein provided.
8. Utilities. Lessor shall not be required to furnish to Lessee any
facilities or services of any kind. Lessee shall make in its own name, all
applications and connections for necessary utility services on the Leased
Premises. Lessee shall be solely liable for utility charges as they become
due, including those for sewer, water, gas, electricity, telephone service,
trash and garbage pick up, janitor service and fuel.
9. Casualty Insurance. Lessee shall, at all times during the term of
this Lease at its own cost and expense, insure and Keep in effect on the
Leased Premises, insurance utilizing the standard fire and extended
coverage endorsement in use in the State of Kansas,in an amount sufficient
to cover the entire building, including additions or improvements, if any,
made by Lessee during the term of this Lease. The insurance provided by
Lessee shall have such coverage as required to cover the interests of both
the Lessor and Lessee in an amount sufficient to pay in full all losses
covered thereby. Lessee shall provide all insurance required on the
personal property that Lessee moves onto the Leased Premises and any
casualty insurance desired by Lessee with respect to such personal
property. The insurance required in this
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paragraph 13 shall provide that is shall not be canceled except after
sixty (60) days notice in writing to Lessor.
10. Waiver of Liability. Lessor and Lessee each hereby releases the
other, and their respective employees, agents, and every person claiming by,
through, or under either of them, and Lessee hereby releases each other
tenant in the office park and shopping center of which the Leased Premises
are a part, and the employees and agents thereof, from any and all liability
or responsibility (to the other or anyone claiming by, through, or under
them by way of subrogation or otherwise) for any loss or damage to any
property (real or personal) caused by fire or any other insured peril
covered by any insurance policies for the benefit of any party, even if
such loss or damage shall have been caused by the fault or negligence of
another party, their employees or agents or such other tenant or any
employee or agent thereof. All policies of insurance written to insure such
buildings, improvement and contents shall contain a proper provision, by
endorsement or otherwise, whereby the insurance carriers issuing the same
shall acknowledge that the insured has so waived and released its right of
recovery against the other party hereto and shall waive the right of
subrogation which such carrier might otherwise have had against such other
party, all without impairment or invalidation of such insurance. The
provisions of this paragraph shall be equally binding upon and inure to the
benefit of any assignee or sublessee of Lessee.
11. Alterations and Improvements. Lessee shall make no alterations,
additions or improvements in or to the Leased Premises except with the
prior written consent of the Lessor. Such consent shall not be unreasonably
withheld. Any alterations, additions or improvements upon the Leased Premises
made by either party shall, unless Lessor elects otherwise, become the
property of the Lessor and shall become and remain part of the Leased
Premises and be surrendered with the property at the end of the term of
this Lease. All fixtures, equipment, machinery, and furnishings installed
in or attached to the Leased Premises by and at the expense of the Lessee
may be removed by the Lessee at any time or from time to time during the
term of this Lease, provided that their removal does not damage the
property or that any damage caused by their removal is promptly repaired by
Lessee at his expense, ordinary wear and tear accepted. Notwithstanding the
foregoing, Lessee shall have the right to make Lessor approved
modifications. Upon expiration or termination of this Lease, Lessee shall
have the right to remove any improvements bearing Lessee's tradename,
trademarks or logos.
12. Maintenance and Repair. The lessor of the Underlying Lease shall
be responsible for the maintenance and repair of all plumbing, heating, and
electrical installation and equipment, and air conditioning equipment.
Lessee shall replace all broken glass. Lessee shall have the right to demand,
in the name of the Lessor but without cost or expense to the Lessor, any
repairs which are reasonable and necessary. If the lessor of the Underlying
Lease refuses and neglects to begin such repairs and complete the same
with reasonable diligence, Lessee may, at its option, cause such repairs
to be made and xxxx the cost of repairs to the lessor of the Underlying
Lease, for which purpose, the lessor of the Underlying Lease and its agents
and employees shall have full access to the Leased Premises at reasonable
times that shall minimize any interference with Lessee's business.
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13. Assignment. Subleasing and Restrictions. Lessor's written consent
shall be required with respect to any assignment of this Lease or any
subletting of the Leased Premises, in whole or in parts to any firm, person,
entity or corporation including, but not limited to, a firm or corporation
owned by and forming a part of the operations of Lessee, affiliates or
subsidiaries thereof; provided, however, Lessee shall remain liable to
Lessor hereunder for the remainder of the then term of this Lease in the
event of the assignment of this Lease or the subletting of the Leased
Premises.
14. Public Liability Insurance. During the term of this Lease and any
extension thereof, Lessee, at Lessee's expense, shall maintain comprehensive
general liability insurance including contractual liability against claims
for injury, wrongful death or property damage occurring upon, in or about
the leased property, in companies and in form acceptable to Lesser, with
minimum limits of One Million Dollars ($1,000,000.00) on account of bodily
injuries to or death or more than one person as the result of one accident
or disaster, and property damage insurance with minimum limits of Five
Hundred Thousand Dollars ($500,000.00). The insurance shall provide that
it shall not be canceled except after sixty (60) days written notice to
the Lessor.
15. Destruction of Premises. (a) If the Leased Premises shall be
damaged or destroyed by fire, explosion or other casualty so as to render
50% or more of the square foot floor area of the Leased Premises
untenantable or unusable for the purposes of this Lease, either Lessor or
Lessee may terminate this Lease by notifying the other in writing of the
exercise of such option within thirty (30) days after such damage or
destruction occurs. If Lessee shall exercise its option to terminate this
Lease in such event, then any unearned rental paid in advance by Lessee
shall be apportioned and refunded to the Lessee, and the liability of the
parties to perform covenants to be performed after the date of such
termination shall cease and terminate.
(b) In the event that Leased Premises shall be damaged or destroyed by
fire or other casualty, and
(i) Lessee, having an option to terminate this Lease pursuant to
subparagraph (a) above shall not notify Lessor in writing of the exercise
of such option within thirty (30) days after such damage or destruction
occurs; or
(ii) Less than 50% of the square foot floor area of the Leased
Premises are rendered untenantable or unusable for the purposes of this
Lease; or
(iii) The fire or other casualty causing such damage or destruction
shall not be covered and losses therefrom are not insured against;
then in any such event the lessor of the Underlying Lease shall repair,
replace and restore the Leased Premises as provided in the Underlying
Lease and the obligation to pay rental as defined
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hereunder shall cease until the Leased Premises are repaired as aforesaid,
whereupon the obligations to pay rent shall resume to the same rate as
before the damage.
16. Abandonment. Lessee shall not vacate or abandon the premises at any
time during the term of the Lease, or permit the same to remain unoccupied,
except during restoration or repairs.
17. Default. If Lessee fails to make payment of any rent herein reserved
when due or if Lessee becomes in default under the performance of any other
undertaking hereunder to be performed by it and remains in such default or
no effort is made to cure such default for as many as fifteen (15) days after
written notice thereof has been given by or on behalf of Lessor to Lessee,
then and in any such events, Lessor, at its option may enter and resume
possession of the Leased Premises and expel all persons and all property of
others therefrom, and may either declare this Lease terminated, in which
case it shall thereupon be immediately terminated, or may declare that this
Lease shall remain in effect, in which case Lessee shall remain obligated
hereunder. The rights of Lessor set forth herein shall be in addition to any
other rights available to Lessor.
18. Insolvency or Bankruptcy of Lessee. In the event (a) Lessee shall
(i) apply for or consent to the appointment of, or the taking of possession
by, a receiver, custodian, trustee or liquidator of itself or all of a
substantial part of its property, (ii) become insolvent or be generally
unable to or shall generally fail or admit in writing its inability to pay
its debts as such debts become due, (iii) make a general assignment for
the benefit of its creditors, (iv) commence a voluntary case under the
Federal Bankruptcy Code (as now or hereafter in effect), (v) file a
petition seeking to take advantage of any bankruptcy, insolvency,
moratorium, reorganization or other similar law affecting the enforcement
of creditors' rights generally, (vi) acquiesce in writing to, or fail to
controvert in a timely or appropriate manner, any petition filed against
it in an involuntary case under such Bankruptcy Code, (vii) take any
action under the laws of any jurisdiction (foreign or domestic) analogous
to any of the foregoing, or (viii) take any action in furtherance of any
of the foregoing; or
(b) a proceeding or case shall be commenced in respect of Lessee,
without its application or consent, in any court of competent jurisdiction,
seeking (i) the liquidation, reorganization, moratorium, dissolution,
winding up, or composition or readjustment of its debts, (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like of
it or all or any substantial part of its assets, or (iii) similar relief
in respect of it under any law providing for the relief of debtors, and
such proceeding or case described in clauses (i), (ii) or (iii) shall
continue undismissed, or unstayed and in effect, for a period of sixty
(60) days, or an order for relief shall be entered in an involuntary case
under the Federal Bankruptcy Code (as now or hereafter in effect) against
Lessee, or action under the laws of any jurisdiction (foreign or domestic)
analogous to any of the foregoing shall be taken with respect to Lessee
and shall continue undismissed, or unstayed and in effect, for a period
of sixty (60) days;
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then in any such event, Lessor may terminate this Lease and all of the
rights of Lessee hereunder by giving Lessee not less than ten (10) days
notice in writing of the election of Lessor to terminate this Lease.
19. Notices. Any notice or demand, required or permissible under the
terms of this Lease, shall be in writing and shall be deemed given by a
party upon hand delivery of such notice to the other party or upon the date
three (3) business days after mailing the same in the United States mail or
by national courier or express mail service, addressed to the other party at
the following address or such other address as either party may direct
pursuant to this notice provision
(a) If intended for Lessor:
PENNSYLVANIA HOUSE, INC.
000 X. 00xx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
With Copy to:
XXXX FURNITURE INC.
Xxx Xxxxx Xxxxxx, Xxx XX 0
Xxxx Xxxxx, XX 272611500
Attn: Xxxxxxx X. Xxxxxxxxx
(b) If intended for Lessee:
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20. Binding Agreement. The covenants and agreements contained in this
Lease shall apply to, inure to the benefit of, and be binding upon the
parties hereto, and their respective heirs, assigns, successors in
interest, and legal representatives.
21. Lessee's Right to Contest. Subject to the consent of the lessor
of the Underlying Lease, Lessee shall have the right to contest by
appropriate legal proceedings or otherwise in the name of Lessee, or if
required, in the name of Lessee and Lessor, without cost or expense to
Lessor or the lessor of the Underlying Lease, the validity or application
of any law, ordinance, rule, regulation or requirement now or hereafter
imposed on or in respect to the Leased Premises or the use thereof, by any
federal, state, county or any other governmental authority. Lessor agrees
that to the extent that Lessor can obtain the cooperation of the lessor
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of the Underlying Lease to execute and deliver all documents that may be
reasonably necessary to permit Lessee to contest the validity or
application of any such law, ordinance, rule or regulation and to fully
cooperate with Lessee in connection with such proceedings.
22. Compliance with Laws. Regulations and Ordinances. Lessee will
strictly comply with all laws, regulations and ordinances, including those
of an environmental nature arising out of the utilization of the Leased
Premises, and with respect to all other activities by, or obligations of,
Lessee under this Lease. Lessee agrees, upon reasonable and proper notice
and during regular business hours, to allow inspection of the Leased
Premises for purposes of ensuring that Lessee is in compliance with all
applicable laws, regulations and ordinances. Lessee will promptly notify
Lessor if there is any investigation, notice of violation, or claim
against Lessee in any way related to its compliance with the provisions
of this paragraph. Although there is hereby granted to Lessor the right
to inspect the Leased Premises said right shall not create either a duty
on Lessor's part to inspect the same, or any liability of Lessor for
Lessee's operation, including but not limited to, work place safety or
Lessee's use, storage or disposal of any chemicals, petroleum products
or other substances regulated under any law. This right of inspection is
necessary to assure the Lessor that the Leased Premises are being operated
in compliance with laws, regulations and ordinances now in effect or
hereafter created, but said right is not intended to interfere with the
activities of Lessee. Nevertheless should there be any violation of this
paragraph by Lessee, such violation shall be deemed a default.
Notwithstanding anything to the contrary in this Lease, Lessor shall have
the right to immediately terminate this Lease in the event Lessee violates
any of the provisions of this Paragraph, unless Lessee can cure the
default, including any remediation, within a reasonable time to the
reasonable satisfaction of the Lessor.
23. Indemnification and Lessor's Limitation of Liability. The
Lessee shall indemnify, protect and save harmless the Lessor against
all liabilities, expenses and losses incurred by the Lessor as a
result of (a) failure by the Lessee to perform any covenant required
to be performed by the Lessee hereunder; (b) any acts and injuries or
damage which shall happen in or about the Leased Premises or appurtenances,
or on or under the adjoining streets, sidewalks, curbs, or vaults, or
resulting from the condition, maintenance or operation thereof other than
those caused by the negligence of Lessor; (c) failure of Lessee to comply
with any requirements of any governmental authority; and (d) any mechanic's
lien, laborer's lien, materialmen's lien or tax lien or security agreement
filed against the I eased Premises, and the equipment therein, or any
materials used in the construction or alteration or improvement thereon,
which is the direct result ~ of Lessee's action.
24. Partial Invalidity. If any term, covenant, condition or provision
of this Lease or the application thereof to any person or circumstances
shall be invalid or unenforceable, the remainder 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 by a court of
competent jurisdiction, shall not be affected thereby and each remaining
term, covenant, condition and provision of this Lease shall be valid and
enforceable to the fullest extent permitted by law.
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25. Construction of Lease. This Lease shall be governed by and
construed in accordance with the laws of the State of Kansas. This Lease
has been drafted by the joint efforts of Lessor and Lessee and shall not
be construed for or against either party as a result thereof.
26. Entire Agreement. This Lease constitutes the entire agreement
between Lessor and Lessee, and neither Lessor nor Lessee shall be bound
by any warranties, guaranties, representations or promises that are not
specifically set forth herein, and this T ease shall not be altered,
amended or modified except by written instrument executed by the parties
hereto, or their respective heirs, successors and assigns.
27. Underlying Lease. It is understood by the Lessee that all the
terms, covenants and-conditions provided in the Underlying Lease (WITH
THE EXCEPTION of the Option to Renew rights stated in Paragraph 8 of
said Underlying Lease) are incorporated herein by reference and this
Lease is subject to said Underlying Lease and no provision of this Lease
shall be deemed to permit Lessee to make or consent to any use of the
Leased Premises in a manner inconsistent with the terms and provisions
of the Underlying Lease.
[Remainder of this page left intentionally blank]
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IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be
duly executed on the day and year first above written.
LESSOR:
PENNSYLVANIA HOUSE, INC.
By: [signature]
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LESSEE:
RENAISSANCE DESIGNER GALLERY
PRODUCTS, INC.
By: [signature]
----------------------
Consent to Sublease as of the date
first written above:
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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Addendum to Sublease
Dated: April 1, 1996
By and Between
Pennsylvania House, Inc., - Sublessor
Renaissance Designer Gallery Products, Inc., - Sublessee
For 0000 XX Xxxx Xxxx., Xxxxxx, Xxxxxx - Premises
Whereas Sublessor's lease of Premises will expire on December 31, 1997, and
Sublessee's lease of Premises will expire December 31, 1997, the above named
lease is amended as follows:
1) The Lessor will become Xxxxx X. and Xxxxx Xxxxx;
2) The term of the Sublease Agreement (copy attached hereto) will
be extended for one (1) year, ending December 31, 1998.
The lease rate ($4,000.00 per month) and all other terms and conditions in
the Sublease Agreement will prevail.
LESSOR: LESSEE:
Xxxxx X. Xxxxx Renaissance Designer Gallery
Products, Inc.
By:_____________________________ By:____________________________
Xxxxx Xxxxx
By:______________________________
Notice: Notice:
Xxxxx X. Xxxxx Xxxx Xxxxxx
c/o Associated Management 0000 XX Xxxx
Xxxxxxxx Xxxxxx, XX 00000
0000 XX Xxxx, Xxxxx 000
Xxxxxx, XX 00000
