1
Exhibit 10.11
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") , made this 7th day of June, 1990
between ROUTE 12A ASSOCIATES, of 00 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000
(the "Landlord"), and X.X. XXXXXXX MANUFACTURING CO., INC., of 00 Xxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (the "Tenant").
W i t n e s s e t h:
Landlord hereby leases to Tenant and Tenant hereby hires from Landlord
that certain building of approximately 18,125 square feet located at Route 12A
(Chenango Bridge Road) and "Xxxxxxx Street", Binghamton, New York, and other
adjacent land, together with and including all parking (spaces) required under
any applicable zoning provisions; the entire premises (the "Premises") being
more fully set forth in Exhibit "A" annexed hereto. The following are the terms
and provisions of this Lease:
1. COMMENCEMENT OF LEASE. The lease term will commence on or about June ,
1990. If Tenant's obligation to commence paying rent begins on other than the
first day of the month, the monthly rent for that particular month shall be
adjusted pro rata; and if Tenant actually takes possession of the Premises
earlier than June , 1990, its monetary obligations under this lease will be
limited to utilities only (see also Section "9" hereunder).
2. DURATION OF LEASE. This Lease shall be for a period of five (5) years;
the five (5) years shall be measured from the first day of the month during
which the Tenant is first obligated to pay rent.
2
3. RENT. All rent shall be due on a monthly basis, in advance, without
demand, on the first day of each and every month, as follows:
Year 1 - $6,645.83/mo.
Year 2 - $6,845.21/mo.
Year 3 - $7,050.56/mo.
Year 4 - $7,262.08/mo.
Year 5 - $7,479.94/mo.
If Tenant fails to pay any monthly installment of rent by the 12th day of the
month, there shall be automatically assessed a $50.00 late charge, which shall
be collected as additional rent. Furthermore, if Landlord is compelled to pay
any of Tenant's monetary obligations under this Lease, said amount shall also be
collectible as additional rent. Conversely, if Tenant is compelled to perform
any of the Landlord's obligations under this Lease (e.g., structural repairs),
the reasonable amount(s) paid therefor by Tenant may be appropriately offset
(recouped) by it against the next installment(s) of rent due. See also "10"
hereinafter.
4. USE. Tenant shall use and occupy the Premises for office, warehousing,
manufacturing and associated purposes and none other without the prior written
consent of the Landlord, which consent shall not be unreasonably withheld.
5. ALTERATIONS AND IMPROVEMENTS; CERTAIN "LANDLORD" REPAIRS; SIGNS.
(a) Prior to the start of this lease, Landlord will repair or
replace all broken windows and window panes on the building within the Premises.
- 2 -
3
(b) Landlord will be responsible for any repairs needed to the
existing heating systems and air conditioning and to the rain electrical
services to the building, for any structural repair(s) and for the operation of
the water and sewer systems for employee sanitary use; landlord's responsibility
for water and sewer system and their operation will appropriately expand if and
when municipal water and sewer facilities (mains) are provided to the building
(replacing the present well and septic system) (see also "10" hereinafter).
Tenant will be responsible for, and has Landlord's permission to remove,
interior, non-loadbearing walls and to remove plumbing and office partitioning,
and to make such other and further alterations to the building as may be
necessary to accommodate its equipment and operations, provided that at the end
of Lease term such modifications are restored to a state reasonably agreed upon
between Landlord and Tenant, but provided, further, that if removed by Tenant,
any "back office" walls need not be so restored or replaced. Any improvements by
Tenant will be subject to Landlord's prior consent, which consent shall not be
unreasonably withheld. Any improvements either to the interior or to the
exterior which cannot be removed without injury to the Premises shall become
part of the Premises, at landlord's option. Tenant Pay, at its own cost and
expense, erect and maintain such identification, advertising or other signs upon
or within the building, or elsewhere in the Premises, and at such places and in
such manner, as it may determine; provided only that upon termination of this
Lease, all such signs shall be promptly removed, likewise at Tenant's own cost
and expense, and any damage caused either by the erection or maintenance or by
the removal thereof shall be promptly and fully repaired at Tenant's own cost
and expense. Incident to any such sign(s), Tenant will, at its own cost and
expense, obtain appropriate authority or permit(s) from any and all public
officials or bodies regulating same.
- 3 -
4
6. ASSIGNMENT, SUBLET & MORTGAGE. Tenant shall not assign, sublet,
mortgage or encumber this Lease nor use or permit the Premises or any part
thereof to be used by others without the prior written consent of the Landlord
in each instance, such consent not to be unreasonably withheld.
7. SUBORDINATION. Tenant acknowledges that this lease will be subject to
any mortgage lien currently on or hereafter placed upon the Premises by
Landlord, and Tenant shall execute and deliver on demand of Landlord, without
cost, any further instruments subordinating this Lease to any such lien.
8. TAXES. Tenant will, within the time limits set by the respective taxing
authorities, pay all real estate and school taxes assessed against the Premises
and properly allocable to the period (s) of its occupancy thereof .
9. UTILITIES. Tenant shall be responsible for all its utility usage at the
Premises, except as otherwise expressly provided in this lease.
10. MAINTENANCE AND REPAIRS; WATER/SEWER CLEANING, ETC. Landlord shall be
responsible for structural and roof maintenance (repairs). Tenant shall be
responsible for non-structural exterior maintenance and repairs and for any
non-structural maintenance and repairs in the area occupied by it; except that
heating and air conditioning repairs, other than routine maintenance, will be
paid for by Landlord. When municipal water and sewer services become available
in the area where the Premises are situated, the Landlord will, at its cost and
expense, prorptly procure appropriate hook-ups for the Premises, to replace the
present well and septic system; and thereafter Tenant will pay for its
water/sewer usage charges. It is expressly acknowledged, however, that until
such "municipal" hookup is effected, Landlord
- 4 -
5
shall be fully and exclusively liable and responsible for all maintenance and
repairs for and with respect to the well and septic system. Tenant shall be
responsible for cleaning the Premises and for the replacanent of any glass at
the Premises. Tenant shall be responsible to maintain the Premises in a
reasonably clean and reasonably safe condition and shall not violate any laws,
rules or regulations applicable to its business operation or its occupancy of
the Premises. Tenant will be responsible for its own garbage removal. If, within
a reasonable period of time, Landlord does not effect a repair for which it is
responsible under this Lease, Tenant may thereafter effect such repair, in which
event it may recoup and offset the reasonable cost and/or expense thereof
against the next occurring installment(s) of rent due. Conversely, if, within a
reasonable period of time, Tenant does not effect a repair for which it is
responsible under this Lease, landlord may thereafter effect such repair, in
which event the reasonable cost and/or expense thereof may thereafter be
collected by the Landlord from the Tenant as additional rent due under this
Lease; and the full amount thereof, in each instance, shall be due not later
than the next rent installment date.
11. INSURANCE. Tenant shall be responsible to carry fire insurance on the
premises in the amount of at least $500,000, and to name both the Landlord and
Xxxxxxx X. and Xxxx X. Xxxxxxx (mortgagees) as insureds. Tenant shall be
responsible to carry any contents or business interruption insurance it may
desire. Tenant shall also be responsible to carry and maintain a public
liability insurance policy which shall name the Landlord as an additional
insured party. Said public liability coverage shall have a limit of at least
$500,000 for each occurrence, for bodily injury or property damage. All
insurance shall provide that it may not be cancellable by the insurance carrier
except upon ten (10) days' written notice to Landlord. Prior to its taking
- 5 -
6
possession under this lease and not later than May 15th of each succeeding year
hereunder, Tenant shall forward to Landlord appropriate proof of Tenant's
compliance with the insurance requirements as set forth herein.
12. TENANT'S GENERAL INDEMNIFICATION OF LANDLORD. Tenant will reimburse
and save Landlord harmless from and against all damages, injury and expenses
which Landlord may sustain or incur as a result of the carelessness, negligence,
default, improper conduct or failure to comply with the terms of this Lease or
with any law or ordinance, on the part of the Tenant, its employees and agents.
Tenant's obligation hereunder is not restricted by or limited to Tenant's
insurance coverage as required under "11" above.
13. LANDLORD'S ACCESS TO PREMISES. Landlord shall, at reasonable times and
upon reasonable notice, have access to the Premises for the purpose of
inspection or making repairs and of showing the Premises to prospective
purchasers or lessees.
14. TENANT'S COMPLIANCE WITH REQUIREMENTS OF LAW; ENVIRONMENTAL MATTERS;
LANDLORD'S "ENVIRONMENTAL" REPRESENTATIONS AND UNDERTAKINGS.
(a) Tenant shall comply with all requirements of all laws, orders,
ordinances and regulations of the federal, state, county and municipal
authorities and with any directions, pursuant to law, of any public officer or
officers, which (i) shall impose any duty upon Tenant with respect to the
Premises or its use and occupancy thereof and (ii) are not the Landlord's
obligation under this Lease.
(b) Neither Tenant's business operation nor its use of the Premises
will violate any environmental laws or regulations. Tenant will not allow or
cause to be allowed any toxic or hazardous materials or conditions to exist or
be created within the Premises (including especially,
- 6 -
7
but not by way of limitation, any discharge(s) into any septic system of any
materials or waste other than such as is normal for employee sanitary uses); and
if any governmental entity, department, agency or office makes any claim that
the Premises are in violation of some environmental law or regulation caused by
an act of Tenant, then Tenant will promptly and fully discharge its obligations
under the law, at its sole cost and expense, and will fully and promptly
indemnify Landlord and save Landlord harmless from and against any claim,
demand, fine, penalty, damages or other exposure on account thereof, including
(without limitation) reasonable legal fees in connection therewith.
(c) Landlord represents and warrants that Landlord is currently
unaware of any fact or circumstance which currently exists or, with the passage
of time or the giving of notice, or both, would constitute a violation of any
applicable environmental law or regulation relating to toxic or other hazardous
materials. If any governmental entity, department, agency or office or any bank
or other lending institution makes any claim that the Premises are in violation
of some environmental law or regulation not caused by the exclusive act of
Tenant, then Landlord will promptly and fully discharge its obligations under
the law, at Landlord's sole cost and expense, and will fully and promptly
indennify Tenant and save Tenant harmless from and against any claim, demand,
fine, penalty, damages or other exposure on account thereof, including (without
limitation) reasonable legal fees in connection therewith.
15. SURRENDER OF PREMISES. On the last day of the term (or sooner
termination of the Lease), Tenant shall peaceably surrender the Premises to
Landlord, its successors and assigns, in as good a state and condition as
reasonable use thereof will permit (reasonable wear and tear and action of the
elements, therefore, excepted); and if the Premises be
- 7 -
8
not so surrendered, the Tenant will save the Landlord harmless from and against
all damages which the Landlord shall suffer by reason thereof, and will
indemnify the Landlord therefor.
16. CONDEMNATION. In the event that a public authority condemns the
Premises or such portion thereof as to render the continued operation of the
Tenant's business thereat either impossible or unfeasible, either party shall
have the right to terminate this Lease upon 60 (sixty) days' prior written
notice to the other. In the event of any condemnation, Landlord shall be
entitled to any award relating to the Premises (including the building thereon).
17. DAMAGE OR DESTRUCTION. If, as a result of damage to or destruction of
the Premises arising out of any cause, the whole or any part of the Premises
shall thereby become untenantable or unfit for Tenant's use, rent shall xxxxx
proportionately (or, as the case may be, cease entirely) during the continuance
of such condition. In case of fire, Tenant shall give immediate notice thereof
to Landlord; and if the Premise are so damaged that repairs cannot reasonably be
completed within ninety (90) days, then this Lease shall, at the option of
either party, terminate, and rent shall be adjusted up to and including the time
of the fire.
18. MECHANIC'S OR OTHER LIEN. Neither party will permit a mechanic's (or
other) lien to stand against the Premises. The responsible party shall be
obligated forthwith either to procure a release of or to bond any such asserted
lien; and failure to do so by the responsible party within fifteen (15) days of
written demand from the other party shall be cause for the demanding party to
declare this lease terminated. If the demanding party is landlord, Landlord
shall have all of the rights provided to Landlord under Section "22" hereof, but
shall not be limited thereby. In addition thereto, Landlord may elect, without
waiving any other rights hereunder, to satisfy the lien and charge the payment,
costs and expenses for same against Tenant as additional
- 8 -
9
rent. In all events, Landlord may immediately commence civil litigation against
Tenant for reimbursement of any sums paid or advanced in order to remove the
lien from the Premises. If Tenant is the demanding party, Tenant may, without
forfeiting any of its rights under this Lease, elect to pay or otherwise satisfy
the lien and charge the same back against Landlord by taking an abatement
(offset) in monthly rental payments.
19. CONDITIONS PRECEDENT AND SUBSEQUENT TO TENANT'S LEASE OBLIGATIONS. All
of Tenant's obligations for, with respect to and/or under this Lease (including
any or all of its monetary and other obligations thereunder) are expressly
subject to and conditioned upon the following:
(a) Any and all responsibilities (mandated by any federal, New York
State or other governmental entity or agency or by any lending or other
financial institution) for the examination or investigation into or abatement,
correction and/or removal of any toxic or other hazardous materials or
conditions existing in, under or in connection with the Premises on or prior to
the commencement of this Lease shall, promptly upon discovery or notification,
be fully discharged by and at the sole cost and expense of the Landlord. The
discharge of any such responsibilities (hereafter mandated) must be fully and
duly accomplished by Landlord within ninety (90) days after notice; and if,
during all or any part of such remedial period, Tenant is prevented from
occupying or using the Premises, rent under this Lease shall xxxxx for and
during such prevention period Landlord will fully and promptly indemnify Tenant
and save it harmless from and against any claim demand, fine, penalty, damages
or other exposure on account of any such responsibility of the Landlord,
including (without limitation) reasonable legal fees in connection therewith.
- 9 -
10
(b) All applicable zoning and other land use laws, regulations
and/or rulings are and will be fully and continuously maintained as appropriate
for and with respect to Tenant's intended occupancy and operation. An
appropriate certificate of compliance for the Premises will be duly issued. An
appropriate certificate of occupancy can and will be issued to or for Tenant,
and such certificate will be maintained fully operative, without interruption,
throughout Tenant's occupancy. Tenant undertakes to initiate and maintain any
and all required zoning or related proceedings, at its own cost and expense;
however, Landlord will fully cooperate with Tenant in any and all such
proceedings. Furthermore, if, on account of any non-compliance with any
applicable zoning or related requirement, Tenant is prevented from occupying or
using the Premises, rent under this Lease shall xxxxx for and during such
prevention period; and if such prevention period lasts more than ninety (90)
days, this condition shall, for all purposes, be conclusively deemed
unsatisfied. For purposes of this Paragraph "(b)" and, in particular, the
immediately preceding sentence thereof, the term "non-compliance" shall not mean
or include any violation caused by a material change in Tenant's intended
manufacturing operations in winding, casing and light assembly; and,
accordingly, if there is or subsequently arises a violation not caused by any
such material change, both the provisions regarding rent abatement and those
regarding termination of the Lease will be applicable and fully operative.
(c) All main electric services in or to the Premises and all
existing heating systems and air conditioning in or incident thereto are and
will be maintained in full compliance with all applicable building or other
health, safety and other pertinent codes. The discharge of any such
responsibilities hereunder with respect to such compliance must be fully and
duly accomplished by Landlord within thirty (30) days after notice; and if,
during all or any part of
- 10 -
11
such remedial period, Tenant is prevented from occupying or using the Premises,
rent under this Lease shall xxxxx for and during such prevention period.
The foregoing conditions precedent and subsequent apply both
(i) to Tenant's obligation initially to enter into the responsibilities
incumbent upon it under this Lease and (ii) to Tenant's continued responsibility
as lessee, for and during the term of this Lease; except that the condition
described in Paragraph "(a)" (i.e., toxic or other hazardous materials or
conditions) shall apply only with respect to clause "(ii)" of this sentence. If
any such condition is at any time not duly satisfied, this Lease may, at the
exclusive option of Tenant, thereupon or at any time thereafter be terminated by
written notice thereof to Landlord, in which event neither party shall have any
further obligation to the other under this Lease except for any rights
theretofore accrued.
20. NOTICES. Unless otherwise provided, any and all notices under this
Lease shall be in writing and may be given, and shall be deemed to have been
duly and sufficiently given if, either delivered personally or mailed through
the United States mail, enclosed in a certified or registered post-paid wrapper
properly addressed to the respective party at the address or addresses set forth
in this Lease (or at such other address(es) as may from time to time be provided
by either party, to the other, in writing).
21. ENTIRE AGREEMENT: NO WAIVER. This document embodies the entire
agreement of the parties with respect to its subject matter. There may be no
modification of that agreement except in a writing duly signed on behalf of the
party against which any such modification is sought to be enforced. Any waiver
or failure to enforce any of the covenants or conditions of this lease upon any
occasion(s) shall not void the same with respect to any future
- 11 -
12
occasion(s) or estop either party from enforcement of the remaining covenants
and conditions herein set forth.
22. DEFAULT. If Tenant fails to pay rent by the twelfth (12th) day of the
month, or if Tenant otherwise fails to comply with the (other) conditions and
obligations of this Lease (including, without limitation, payment of amounts
considered as additional rent) after having received notification from Landlord
to comply, Landlord shall have the right to terminate this Lease as follows:
Landlord shall give Tenant ten (10) days' written notice of the
termination of this Agreement. The Notice shall state that this lease will
automatically terminate ten (10) days from the date of giving notice, as if said
day were the date originally fixed in this Lease for the expiration thereof.
Upon the giving of such termination Notice, this Lease shall irrevocably and
automatically terminate and expire and for all purposes come to an end ten (10)
days from the date Tenant is given said Notice. Said Notice may be delivered
personally or by first class, registered or certified mail, return receipt
requested. Upon such expiration, Tenant will surrender the Premises, and
Landlord shall have the right to re-enter and repossess the Premises, including
(without limitation) the right, if Tenant fails to vacate, immediately to
institute a summary holdover proceeding under Article 7 of the New York Real
Property Actions and Proceedings Law. If, with the exercise of diligence,
Landlord is unable to relet the Premises, Tenant shall remain liable to Landlord
for the rent reserved under this lease.
23. BINDING EFFECT. This Lease shall be binding upon the parties hereto,
their respective successors, assigns and heirs, administrators, executors and
distributees.
- 12 -
13
IN WITNESS WHEREOF, the parties hereto have executed this Lease on the day
and year first above written.
XXXXX 00X XXXXXXXXXX, Xxxxxxxx
By: /s/
------------------------------------
X.X. XXXXXXX MANUFACTURING CO., INC.,
Tenant
By: /s/
------------------------------------
- 13 -
14
EXHIBIT A
SITE PLAN
- 14 -
00
Xxxxxxxx Xxxxx Associates
00 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Telephone 000-000-0000
FAX 000-000-0000
February 16, 1995
Xx. Xxxxxx Xxxxxxx
X. X. Xxxxxxx Manufacturing Company, Inc.
Xxx 000
Xxxxxxxxxx, Xxx Xxxx 00000
Dear Xxxxxx:
This letter will serve as an addendum to the current lease between our two firms
to extend our lease agreement for an additional five years under the same terms
and conditions as the current lease except for rent which shall be increased 1
1/2% each year as follows, effective July 1, 1995:
Year 1 - $7592.14
Year 2 - $7706.02
Year 3 - $7821.61
Year 4 - $7938.94
Year 5 - $8058.02
This addendum also includes an option to renew this lease for an additional
five-year term under the same terms and conditions as the current lease, except
for rent which will be negotiated at the time of renewal, but not to exceed an
increase of 3% per year. This renewal option will include a release clause which
allows either party to cancel upon twelve months written notice to the other
party.
If this meets with your approval, would you please have the appropriate party
sign below and return one copy f or our files.
We are looking forward to our continued fine association with you and your firm
and please feel free to call if you have any questions.
Sincerely,
Xxxxxxxx X. Xxxxxxx
Managing Partner
Agreed to by:
/s/ Xxxxxx X. Xxxxxxx Date: June 16, 1995
------------------------------------
X.X. Xxxxxxx Manufacturing Company, Inc.
- 15 -
