Exhibit 10.41
LEASE
THIS AGREEMENT, made the 17th day of October, 1994 XXXXXX X. XXXXXXXX (
hereinafter called "LANDLORD"), Party of the First Part. and XXXXX CO
(hereinafter called "Tenant" of the Second Part.
In consideration of the rents, covenants and agreements hereinafter
contained, the Landlord and Tenant hereby agree as follows:
1. THE PREMISES
Landlord does demise and lease to the Tenant and Tenant agrees to lease
from Landlord all that certain portion of building (hereinafter called
"Premises") having a municipal address of 00 Xxxxxx Xxxxxx, Xxxx, XX, and
containing 1,000 square feet of space, more fully identified in the exhibit
attached and made a part of hereof.
2. TERM
To have and to hold the Premises for the term of one year, commencing
on the 1st day of October, 1994, and ending on the 30th day of September, 1995,
unless otherwise terminated.
3. RENT
The tenant shall without deduction of right or offset pay to the
Landlord the total rent of Two Thousand Five Hundred Twenty Dollar (2,520.00)
payable in monthly installments of Two Hundred Ten Dollars ($210.) on or before
the first day of each month until the whole amount of said rent is paid. The
first installment of Two Hundred Ten Dollars ($210.00), being rent for the
period of October, 1994, shall be due on the signing of this Lease. In addition,
the Tenant agrees to pay the Landlord any other sum or sums herein reserved as
additional rentals. The rentals recited herein shall be increased by ten percent
(10%) each month the rent is overdue by more than five (5) days.
4. SECURITY DEPOSIT
As security for the performance of the terms and conditions of this
Lease, Tenant has deposited in escrow with Landlord's Agent, the sum of Two
Hundred Dollars ($200.00) on the signing of this Lease. Provided Tenant has
compiled with all the terms and conditions of this Lease, such sums will be
returned to
the Tenant within thirty (30) days after the expiration of this Lease term or
any extension thereto, less any sums necessary for repairs to damaged caused by
Tenant over and above natural wear and tear. Landlord's Agent will hold the
security deposit in a federally insured financial institution with interest
accruing to the benefit of the Tenant. In the event of default by the Tenant,
principal and interest may be taken by the Landlord and applied toward the cure
of such default.
5. USE AND OCCUPANCY
Tenant covenants to use and occupy the leased Premises only for storage
and related uses. Landlord acknowledges that, to the best of his knowledge at
this time, the Premises' zoning permits the aforementioned use. If Tenant is
unable to obtain municipal zoning permission the start of his Lease to operate
his business under the aforementioned use, Tenant shall have the right to cancel
this Lease in which case Tenant's sole remedy will be to have all rental monies
and any security deposits paid on account returned to Tenant. Tenant shall
obtain, at his own cost and expense, any licenses and permits necessary for
Tenant to legally operate his aforementioned business in the Premises. Landlord
agrees, upon request by Tenant, to sign promptly and without a charge therefore,
any application for any licenses and permits where signature of Landlord is
required BY applicable laws in force at the time so long as Landlord incurs no
cost in connection therewith.
6. ENVIRONMENTAL CONCERNS
Landlord acknowledges that to the best of his knowledge the premises
are in compliance with the United States Government's Comprehensive
Environmental Response Compensation and Liability Act. Tenant may, at his option
and expense, prior to the first day of the lease, have the right to conduct an
examination and analysis of the soil and structures of his to be demised
Premises to determine the existence and levels of any environmentally hazardous
materials as may be identified in the aforementioned act. If the existence of
any environmentally hazardous materials is identified, tenant may, at his
options, terminate his lease or elect to enter into the lease agreement, in
which event tenant assumes the responsibility for the removal of said materials.
If tenant does not have testing done and takes possession of his demised
premises, tenant herein acknowledges that the demised premises are
environmentally in compliance with the aforementioned Act and any
environmentally hazardous materials found on the demised premises during the
term of tenant's lease or prior to a subsequent tenant's possession, shall be
deemed to be the sole responsibility of tenant and the correction thereof shall
be at tenant's sole cost and expense.
7. UTILITY CHARGES
Landlord will provide electric to the leased premises. Landlord will
pay for Tenant's electric usage as long as the electric bills do not exceed the
monthly electric bills for the 12 months of 1993 by more than three (3%) per
cent as measured by the usage on said bills. Any increase over that factor will
be billed to Tenant. The cost of all utilities billed to Tenant by Landlord
shall be considered rent and collected as such with like remedies for the
non-payment thereof.
8. TAXES
The Landlord shall pay the 1994 base year real estate taxes. In the
event the taxes levied and assessed against the real estate are increased beyond
that imposed for the year 1994, whether occasioned by an increase in millage or
an increase in assessment or otherwise, the Tenant shall pay, as additional
rent, his proportionate share of any increase based upon the square footage of
Tenant's space as a fraction of the total square footage of the building over
the base year during the term of this Lease, or any renewal thereof based upon
his square footage occupied. This includes county, municipal and school district
taxes and shall apply to any tax measured by the value or use of the real
estate. Payment shall be made to landlord in a lump sum within thirty (30) days
of Landlord's written notice to Tenant with appropriate bills evidencing same.
9. PUBLIC LIABILITY INSURANCE
Tenant shall carry, at its own cost, comprehensive public liability
insurance in an insurance company satisfactory to the Landlord with Landlord
named as additional insured with limits of not less than $1,000,000 for bodily
injury and death and $500,000 for property damages, which shall include a
provision for thirty (30) days' advance written notice to the Landlord in the
event of any pending change or cancellation of such insurance. If Tenant shall
fail to take out or maintain such insurance, then Landlord may, at the
Landlord's election, procure the same, which premium costs shall be additional
rent hereunder due, it being expressly covenanted and agreed that payment by
Landlord of any such premium shall not be deemed a waiver or release of the
default of the Tenants in the payment thereof. Certificate of said insurance
will be issued to Landlord within fifteen (15) days of the signing of this Lease
by both parties. Tenant further agrees to indemnify and hold the Landlord and
Landlord's Agent harmless against claims for injury or damages, whether to
person or property, resulting from or in connection with the Tenant's use and
occupancy of the leased premises, unless such accident or injury was caused by
Landlord's or Landlord's Agent's sole negligence.
10. FIRE AND EXTENDED COVERAGE INSURANCE
Landlord agrees to carry adequate fire and extended coverage insurance
on the leased Premises. The entire sum awarded in the event of damage by fire or
other causes shall belong to the Landlord. Should the occupancy of said space by
Tenant increase in any way the premiums shall be forthwith paid by the Tenant on
notice by Landlord or his Agent stating and giving the amount thereof based on
the present rate, collectable as rent with like remedies for the nonpayment
thereof.
11. MAINTENANCE AND REPAIRS
Landlord agrees to deliver possession of the Premises free of rubbish,
broom clean and shall deliver all lighting tubes and fixtures and overhead doors
in good working order. Tenant shall be responsible for the maintenance of the
interior of the Premises including all lighting and general cleanliness and will
keep the Premises in a safe and sanitary condition. Tenant shall also be
responsible for replacement to the leased Premises and any other parts of the
property in the event of any damage caused by Tenant, its employees or its
invitees. Landlord will be responsible for maintaining the roof, sidewalls,
external windows and foundation.
12. ALTERATIONS
Tenant will accept the Premises in its "as is" condition and is
authorized at its own expense to make such alterations, repairs and additions to
the leased Premises as it finds necessary for its purposes and as may be
required under the Americans with Disabilities Act, and be permitted by laws and
regulations in force at the time; but no alterations, repairs or additions which
shall affect the structure of the building shall be made without first obtaining
the written approval of the Landlord on each occasion; such approval shall not
be unreasonably withheld. Tenant shall obtain no lien contracts for such
alterations, additions and improvements. Upon termination of the Lease, building
must be restored to its original state if so desired by Landlord. All such
leasehold improvements shall constitute and become a permanent part of the
Premises.
13. SIGNS
The Tenant may, at his own risk and expense, erect signs concerning its
business on the exterior of the demised Premises, in places mutually agreed upon
by Landlord and Tenant. Tenant
agrees to maintain signs in good state of repair and shall save the Landlord
harmless from any loss, cost or damage as the result of the erection,
maintenance, existence or removal of the same. At the expiration of the term, or
any renewals thereof, Tenant shall remove said signs and repair any damage
caused by the erection, existence or removal of same. Such signs shall comply
with any governing authority having jurisdiction thereof.
14. COMMON USE AREA
Tenant shall have the right to use in common with Landlord and other
Tenants the following areas: The overhead door on the southerly end of the
property and the common aisleway designated on the attached exhibit. The
maintenance thereof shall be the responsibility of Landlord.
15. DAMAGES
If during the term of this Lease r renewal thereof, the Premises hereby
demised are so damaged by fire or other casualty that, in the opinion of the
Landlord the Premises are rendered unfit for Tenant's occupancy, or any damage
which occurs in the last three (3) months of a lease term or renewal term, then
this Lease shall cease and terminate from the date of such damage and Tenant
shall immediately surrender the Premises to the Landlord who may enter and
repossess the same. If by the exercise of reasonable diligence such damage can
be repaired within thirty (30) days from the date of the occurrence thereof, the
Landlord may enter and repair, and this Lease shall not be affected thereby,
except that if a substantial part of the Premises has been rendered unfit for
occupancy, a just portion of the rent, according to the extend of such damage,
shall be canceled and abated for the period of such repair, but if such damage
does not interfere in any manner with occupancy by the Tenant of the Premises
herein demised, the rent shall not be apportioned or abated in any way. If said
building of which all or a part are herein leased to Tenant is so damaged by
fire or other casualty through the negligence of Tenant, then Tenant shall be
liable to Landlord for any loss of income incurred through such damage. In
addition, Tenant shall be held liable to Landlord for the replacement and repair
of any damage caused through said negligence of Tenant excepting such amounts
paid by Landlord's own insurance. In no event shall the Landlord or his Agent be
held liable for any loss or damage sustained by Tenant.
16. CONDEMNATION
If all or any part of the building in which Tenant occupies space shall
be taken or acquired by governmental authority or any corporation having the
right to condemn through eminent domain
or other proceedings, this Lease shall be terminated as of the date of such
taking or acquiring and the rent shall be apportioned and paid to such date. The
entire sum awarded for the Premises taken or acquired shall be paid and belong
to the Landlord and shall not be diminished by the value of the leasehold of the
Tenant or any party claiming under or through this Lease.
17. ASSIGNMENT OR SUBLETTING
Tenant may assign this Lease and/or sublet the whole or any part or
parts of its demised Premises upon receiving the written permission of the
Landlord, which consent shall not be unreasonably held, provided that Tenant
shall remain liable for the performance of all terms and conditions of the
Lease. In the event any assignment of subletting results in Tenant receiving
rent or other related payments in excess of Tenant's financial obligations
hereunder, Tenant agrees to pay to Landlord monthly one-half (1/2) of the amount
by which such payments exceed its financial obligations hereunder.
18. TRADE FIXTURES
Tenant may, upon the termination of the Lease or any renewal thereof,
remove any and all trade fixtures owned by Tenant which are not attached to the
Premises or which may be removed without permanent injury to or defacement of
the Premises, provided, however, that all rents have been fully paid and all
covenants herein stipulated fully performed and, further, all damages, if any,
to said Premises incident to such removal are promptly repaired.
19. LANDLORD'S RIGHT TO ENTER
Landlord and its agents shall have access to the elapsed Premises at
all times for the purpose of general inspection, Landlord's repairs, protection
against damage by fire and other hazards, and for the purpose of verifying the
general compliance by Tenant with all applicable provisions of this Lease.
Further, Landlord expressly reserves the right to enter the leased Premises
within the last six (6) months of the Lease in order to show the Premises to
prospective tenants and display a notice or sign "For Rent" and/or "For Sale"
and to maintain the same as placed, and after the time Tenant abandons or
vacates the Premises or otherwise defaults hereunder, to enter and decorate,
remodel, repair, alter or otherwise prepare the premises for re-occupancy. The
exercise of any such reserved right by the Landlord shall not be deemed an
eviction or disturbance of Tenant's use and possession of the Premises and shall
not render Landlord liable in any manner to Tenant or to any other person.
20. QUIET POSSESSION
Landlord covenants that they are seized in fee simple of the leased
Premises; that they have the full right to make this Lease, and that if and so
long as Tenant may not be in default here-under, Tenant shall quietly hold,
occupy and enjoy the leased Premises under the conditions of this Lease.
21. SUBORDINATION
Tenant accepts this Lease and will subordinate it only to bona fide
existing or future mortgage and financing or refinancing in connection
therewith, secured by the leased premises and/or this leasehold, and will
execute any instruments reasonably necessary to effect such subordinations which
Landlord may require.
22. CUMULATIVE REMEDIES
No remedy herein conferred upon or reserved to Landlord or Tenant is
intended to be exclusive of any other remedy herein or by law provided, but each
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute, and
each shall be continuous so that none shall be exhausted by being exercised on
one or more occasions.
23. DISTRAINT
Tenant agrees that whenever rent or anything reserved as rent is unpaid
and in default under this Lease, Landlord may seize or distrain all property of
Tenant on the Premises, and sell the same on due legal notice for all rent and
other payments due as rent, subject, however, to the definition of default as
set forth in Paragraph 24.
24. DEFAULT
It is further agreed by and between Landlord and Tenant that, subject
as hereinafter provided, if the Tenant shall default in payment of any
installment of rent or breach any other term or condition of this Lease, or
should an execution be issued against Tenant, bankruptcy proceedings be begun by
or against Tenant, or an assignment be made by Tenant for the benefit of
creditors, or a Receiver appointed for Tenant, then and in such case, the entire
rent for the balance of said Term shall at once become due and payable as if by
the terms of this Lease it were all payable in advance. In case of such
assignment, bankruptcy proceedings,
appointment of a Receiver or of a sale on legal process of Tenant's goods,
subject as hereinafter provided, Landlord shall have the right to demand and
receive rent for the balance of the term which shall be first paid out of the
proceeds of such assignment, bankruptcy or Receiver's proceedings or sale on
legal process, any law, usage or custom to the contrary notwithstanding. Inc
case of any event of default by Tenant under this Lease and if permitted by law,
Tenant hereby authorizes any attorney, as attorney for Tenant, at the sole
request of Landlord to sign as agreement for entering in any competent court:
(i) An amicable action and judgment in ejectment, or other process,
against Tenant for possession of the leased Premises, and
(ii) An amicable action and confession of judgment, or other summary
judgment process, for all accelerated rents and other charges, costs and
reasonable attorney's fees for collection.
It is hereby understood and agreed that Tenant shall not be considered
in default under Lease or as having breached any term, provision, condition,
covenant or agreement of or under this Lease, except as to the payment of rent,
unless and until Landlord shall have first given Tenant notice in writing by
certified mail of such alleged default, breach or violation and Tenant has
failed to correct or has not commenced to correct the same within a period of
ten (10) days from receipt of such notice. All rights and remedies given to
Landlord hereinafter including but not limited to the right to accelerate the
rent, shall be ineffective and shall not be used or exercised by Landlord unless
Tenant has failed to correct the alleged breach or violation within the
aforesaid ten (10) day period.
It is further agreed that if the premises at any time be deserted or
improperly closed, Landlord may enter by force, without liability to prosecution
or action therefor and may distrain for rent and also sublet the Premises as
Agent for Tenant for any expired portion of the Term and receive the rent
therefor and apply it to this lease.
25. HOLDING OVER
If Tenant shall remain in possession of all or any part of the Premises
after expiration of the term of this Lease, then the Tenant shall be deemed as a
tenant of the Premises from month to month and subject to all of the terms and
provisions hereof, except only as to the Term of this Lease.
26. TERMINATION
Tenant shall, on or before the last day of the Term hereby granted or
any extended term, or upon the sooner termination of this Lease, peaceably and
quietly leave, surrender and yield up
unto Landlord the leased Premises together with all alterations, additions and
replacements thereon, free of subtenancies, broomclean and in good condition
except for reasonable were and tear thereof, damage by the elements, fire, acts
of God, insurrection, riot, invasion or acts of military power, waiving any and
all laws now in force or which may be passed from time to time during the Term
of this Lease which may be contrary to this provision.
27. SALES CLAUSE
It is understood and agreed that, in the event of a sale of the real
estate of which the leased Premises are a part, this Lease shall, at the option
of the Landlord, cease and terminate. Tenant agrees to give up quiet and
peaceable possession upon ninety (90) days' written notice of such sale and
desires of Landlord to terminate Lease due to such event.
28. NOTICES
Any and all notices, demand or communications required to be given
hereunder shall be in writing and sent by Certified Mail: (2) if intended for
landlord to Xxxxxxx Realty Co., X.X. Xxx 0000, Xxxxxxxxxx, Xx 00000-0000 and (b)
if intended for Tenant to Xx. Xxxx Xxxxxxx, c/x Xxxxx Co., 000 Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx, Xx 00000, or such other place as either Landlord or
Tenant may designate.
29. SUCCESSORS and ASSIGNS
All rights, remedies, liabilities, covenants, conditions and agreements
herein to or imposed upon either of the parties hereto shall inure to and be
binding upon the successors and assigns of Landlord and Tenant insofar as this
Lease and the terms created are assignable by the Term hereof.
30. ENTIRE AGREEMENT
This Lease contains all the agreements and conditions made between the
parties hereto and may not be modified orally or in any other manner than by an
agreement in writing, signed by all the parties hereto or their respective
successor in interest.
31. APPLICABLE LAW
It is understood and agreed that this Lease shall be interpreted in
accordance with the Laws of the Commonwealth of Pennsylvania and no presumption
shall be deemed to exist in favor of or against either party hereto by virtue of
the negotiation, drafting and execution of this Lease.
IN WITNESS WHEREOF, the parties hereto set their hands and seals on the
day and year first above mentioned.
SEALED AND DELIVERED IN THE
PRESENCE OF:
LANDLORD
/s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxxxx (agent)
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/s/ Xxxxxx XxXxx TENANT
/s/ Xxxxxx Xxxxxxx
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