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EXHIBIT 10.7
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Exhibit A - Floor Plan
Exhibit B - Definition of Rentable Area
Exhibit C - Declaration of Commencement
Exhibit D - Improvements
Exhibit E - Rules and Regulations
Exhibit F - Janitorial Cleaning work Schedule
Exhibit G - HVAC Performance Specifications
LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into this 9th day of
December, 1991, by and between the Lessor and the Lessee hereinafter named.
1. DEFINITIONS AND BASIC PROVISIONS. The following definitions and
basic provisions shall be construed in conjunction with and limited by the
references thereto in other
provisions of this lease:
(a) "Lessor": XXXXX REALTY, INC.
(b) "Lessee": XXXXXX RESEARCH ASSOCIATES
(c) "Demised Premises": approximately 19,000 square feet of Rentable
Area on Floors 6 and 7 in the building located at 000 Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxx 00000, such Demised Premises being shown and outlined on the floor plan
attached hereto as Exhibit A. The actual number of square feet of Rentable Area
in the Demised Premises shall be determined by Lessor and set forth in the
Declaration of Commencement to be executed by Lessor and Lessee pursuant to
paragraph (d) below.
(d) "Lease Term": A period of Seventy-Two (72) months commencing on
March 1, 1992 and ending on February 28, 1998. On or before the commencement
date of this lease, Lessor and Lessee shall execute a Declaration of
Commencement in the form attached hereto as Exhibit C specifying the
commencement date of this lease, the expiration date of this lease, the number
of square feet of Rentable Area including in the Demised Premises, Lessee's
Share, that all work to be performed by Lessor in the Demised Premises is
satisfactorily completed and that Lessee accepts the Demised Premises.
(e) "Basic Rental": The annual sums per square foot of Rentable Area
in the Demised Premises as follows: First 12 months $5.50; Second 12 months
$5.50; Third 12 months $5.50; Fourth 12 months $6.00; Fifth 12 months $6.50;
Sixth 12 months $6.50. All rental payments shall be paid to the order of Xxxxx
Realty, Inc. As an inducement to Lessee, Lessor shall xxxxx Lessee's Basic
Rental from the Commencement Date through December 31, 1992.
(f) "Security Deposit": Intentionally omitted.
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(g) "Permitted Use": Lessee may use the Demised Premises for general
office purposes; provided, however, that no such use shall be inconsistent with
or detract from the occupancy of the Building as a first-class office building.
Such uses shall at all times be in conformance with the Rules and Regulations
attached hereto, as the same may be amended, modified or altered, from time to
time.
(h) "Lessee's Share" : 5.40%; The percentage which the number of
square feet of Rentable Area in the Demised Premises bears to the total number
of square feet of Rentable Area in the building as determined by Lessor at the
commencement of this lease and set forth in the Declaration of Commencement
executed by Lessor and Lessee pursuant to paragraph (d) above.
2. GRANTING CLAUSE. In consideration of the obligation of the Lessee
to pay rent as herein provided and in consideration of the other terms,
covenants and conditions hereof, Lessor hereby demises and leases to Lessee, and
Lessee hereby takes from Lessor, the Demised Premises to have and to hold the
same for the Lease Term specified in Section 1(d) hereof, all upon the terms and
conditions set forth in this lease.
3. SERVICES BY LESSOR. So long as Lessee is not in default hereunder,
Lessor agrees to furnish Lessee while occupying the Demised Premises the
following services:
(a) Hot and cold water at those points of supply provided for the
general use of occupants of the building, and for lavatory, drinking and office
cleaning purposes and for a kitchenette in the Demised Premises.
(b) Heat and air conditioning in season, at such times as Lessor
normally furnishes these services to all tenants of the building, and at such
temperatures and in such amounts as are considered by Lessor to be standard and
as set forth herein in Exhibit
(c) Passenger elevator service in common with other tenants for
ingress to and egress from the Demised Premises, with at least one such elevator
to be operational at all times.
(d) Janitorial cleaning services as set forth in Exhibit F attached
hereto.
(e) Electric lighting for public areas and special service areas of
the building in the manner and to the extent similar to that provided in other
first class buildings in the Cincinnati, Ohio area.
Failure to any extent to furnish, or any stoppage of, these defined
services, resulting from causes beyond control of Lessor, shall not render
Lessor liable in any respect for damages to either person or property, nor be
construed as an eviction of Lessee or work an abatement of rent, nor relieve
Lessee from fulfillment of any covenant or agreement hereof. Should any
equipment or machinery break down, or for any cause cease to function properly,
Lessor shall use reasonable diligence to repair same promptly, but Lessee shall
have no claim for rebate or abatement of rent or damages on account of any
interruptions in service occasioned thereby or resulting therefrom,
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unless caused by negligence of Lessor in deed or failure to repair within a
reasonable period of time as determined by standards set forth for first class
buildings in Cincinnati.
4. PAYMENTS. (a) Lessee shall pay to Lessor as Basic Rental for the
Demised Premises the sum specified in Section 1(e) hereof, payable in equal
consecutive monthly installments, in advance, on or before the first day of each
and every calendar month during the Lease Term; provided, however, that if the
commencement date shall be a day other than the first day of a calendar month,
the Basic Rental installment for the first and last fractional months of the
Lease Term shall be prorated on the basis of the number of days during the month
this lease was in effect in relation to the total number of days in such month.
Except as expressly provided herein, the obligation of the Lessee to pay Basic
Rental is an independent covenant, and no act or circumstance whether
constituting breach of covenant by Lessor or not, shall release Lessee of the
obligation to pay rent.
(b) Lessee shall, and hereby agrees to, supply, replace and pay for
its own supplies and labor for all replacements of electric lamps, fluorescent
and otherwise, and ballasts in the Demised Premises.
(c) Lessee shall, and hereby agrees to, pay to Lessor as additional
rent, on the first day of each calendar month, Lessee's share of the total
amount of all monthly utility charges (including meter reading fees charged by
Cincinnati Gas & Electric Co.) for the building for the preceding calendar
month, as metered separately by Lessor, said meter to be installed at and as a
part of the buildout. Lessor shall not be responsible for the failure of said
services in whole or in part, unless said failure is a result of a negligent act
or omission by Lessor.
(d) Except for the period from the Commencement Date of this Lease
through December 31, 1992, Lessee shall pay to Lessor, in addition to the Basic
Rental payable by Lessee to Lessor pursuant to this lease, an amount equal to
Lessee's Share of Building Operating Expenses (as hereinafter defined) as
follows:
(1) For all purposes of this Lease, "Building Operating
Expenses" shall mean the amount of all of Lessor's direct costs and
expenses, accounted for on an accrual basis, paid in connection with
the operation and maintenance of the building (including all areas
relating to, or used in connection with, the building) for a
particular year, or portion thereof, as determined by Lessor in a
consistent manner. There shall also be included in the Building
Operating Expenses (A) (intentionally omitted), and (B) all General
real estate taxes, payments in lieu of real estate taxes, installments
of assessments and all special assessments levied against the building
or the land upon which the building is situated (hereinafter called
"real estate taxes"), and reasonable costs and expenses of contesting
the validity or amount of real estate taxes.
(2) Commencing on January 1, 1993, in order to provide for
reasonably current payments of Building Operating Expenses by Lessee,
Lessee shall pay to Lessor each month, at the same time the monthly
installment of Basic Rental is due, an amount equal to $5.50 per
square foot of Rentable Area in the Demised Premises (the "Stop"). In
addition, Lessee shall pay to Lessor
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each month, at the same time the monthly installment of Basic Rental
is due, an amount equal to 1/12th of Lessor's estimate of Lessee's
share of the amount by which Building operating expenses for the then
current year will exceed the Stop (the "Estimated Excess"), which
Estimated Excess shall not increase by more than five percent (5%) per
year over the Stop cumulative for each year during the Lease Term.
There shall be no limitation on real estate taxes and insurance. On or
before December 1 of each year during the Lease Term, Lessor shall
estimate the amount by which Building Operating Expenses will exceed
the Stop for the ensuing calendar year and shall give notice of such
estimate to Lessee, and Lessee shall pay Lessee's share of such
estimated amount pursuant to this paragraph (2) during the ensuing
calendar year. In addition, if real estate taxes or the cost of
utilities, janitorial or other services increase during any calendar
year, Lessor may increase the Estimated Excess payable by Lessee to
Lessor during such year by giving Lessee written notice of the amount
of such increase, and thereafter Lessee shall pay to Lessor an amount
equal to the amount of such increase in the Estimated Excess divided
by the number of months remaining in such calendar year.
(3) Within one hundred twenty (120) days after the end of
each calendar year, Lessor shall prepare and deliver to Lessee a
statement showing the amount by which actual Building operating
Expenses incurred by Lessor during the previous calendar year exceed
the stop (the "Actual Excess"), if any. within thirty (30) days after
receipt of the aforementioned statement. Lessee shall pay to Lessor,
or Lessor will credit against the next payment of Estimated Excess due
from Lessee, as the case may be, the difference between Lessee's share
of Actual Excess for the preceding calendar year and the estimated
amount paid by Lessee during such calendar year, as limited by
Paragraph (2) herein. If this lease shall commence, expire or be
terminated on any date other than the last day of a calendar year,
then Lessee's Share of actual Building Operating Expenses for such
partial calendar year shall be prorated, and Lessee shall pay to
Lessor or Lessor shall pay to Lessee, as the case may be, the
difference between lessee's Share of the Actual Excess for such
partial calendar year and the Estimated Excess.
(e) Intentionally Omitted.
(f) In the event payment of any and all amounts required to be paid
pursuant to this lease are not made within three business days of written notice
that the same is due, a service fee of five (5%) of the unpaid amount(s) will be
due as additional rent, at the election of Lessor.
5. REPAIRS AND RE-ENTRY. Lessee will, at Lessee's own cost and
expense, keep the Demised Premises and all other improvements to the extent
covered by this lease in sound condition and good repair, and shall repair or
replace any damage or injury done to the building or any part thereof by Lessee
or Lessee's agents, contractors, employees and invitees, and if Lessee fails to
make such repair or replacements within 15 days after the need therefor arises,
Lessor may at its option make such repair or replacement, and Lessee shall pay
the cost thereof to Lessor on demand. Lessee will not commit or allow to be
committed any waste or damage to or on any portion of the Demised Premises, and
shall at termination of this lease by lapse of time or otherwise, deliver up
said Demised Premises and all other improvements covered by this lease to
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Lessor in as good condition as at the date of possession, ordinary wear and tear
excepted, failing which Lessor may restore the Demised Premises to such
condition and Lessee shall pay the costs of same to Lessor upon demand. Lessor,
its agents, contractors, employees and representatives, shall have the right to
enter into and upon all parts of the Demised Premises, with reasonable prior
notice to Lessee (except in emergency situations) to inspect same or clean or to
make such repairs, alternations or additions as Lessor may from time to time
deem necessary, and Lessee shall not be entitled to any abatement or reduction
of rent as a result of such entry, except those entries which result in a
disruption of Lessee's business and is a result of a negligent act or omission
by the Lessor. In addition, Lessee shall permit Lessor or Lessor's agents and
any other person authorized by the same to enter the Demised Premises during the
last six (6) months of the Lease Term for the purpose of exhibiting the Demised
Premises to prospective lessees. Notwithstanding the foregoing, during the last
ninety (90) days of the Lease Term if Lessee removes a substantial portion of
Lessee's personal property or has been in physical absence for ten (10) days,
Lessor may enter the Demised Premises for purposes of renovations, altering and
decorating the Demised Premises for occupancy by a new tenant without in any way
affecting Lessee's obligation to pay rent and comply with all other terms and
conditions of this lease during the entire Lease Term.
6. ASSIGNMENT OR SUB-LETTING Lessee shall not mortgage, sell, assign
or transfer this lease, or any interest herein, or allow the same to be done by
operation of law or otherwise, or sublet the Demised Premises or any part
thereof, except to a wholly-owned subsidiary or affiliate, or use or permit the
Demised Premises to be used for any purpose other than a Permitted Use set forth
in Section 1 hereof without the prior written consent of Lessor, which consent
shall not be unreasonably withheld. In the event Lessee desires to assign this
lease or sub-let the Demised Premises, Lessee shall provide Lessor with not less
than sixty (60) days written notice of Lessee's request, specifying in detail
any and all terms of such assignment or sub-lease and providing all information
regarding same as may be requested by Lessor. In the event Lessor gives such
consent, Lessee shall remain primarily liable for the payment of all rents and
other payments and for the performance of all of the other terms and covenants
contained in this lease on its part to be performed. In addition, in the event
Lessor consents to an assignment or sub-lease of the Demised Premises, which
assignment or sub-lease results in rental payments in excess of the monthly
payments due and owing under the terms of this lease, such excess rental
payments shall belong equally to Lessor and Lessee.
7. ALTERATIONS. ADDITIONS. IMPROVEMENTS. Lessee will not make or allow
to be made any alteration or additions in or to the Demised Premises without the
prior written consent of Lessor, which consent shall not be unreasonably
withheld. Such alterations, physical additions, or improvements when made to the
Demised Premises by Lessee shall be surrendered to Lessor and become the
property of Lessor upon termination in any manner of this lease, but this clause
shall not apply to moveable non-attached fixtures or furniture of Lessee. If any
mechanic lien is filed against the Demised Premises or the building as a result
of any act or omission by Lessee, its agents, employees or invitees, Lessee
shall cause same to be discharged of record within fifteen (15) days after the
lien is filed.
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8. LEGAL USE AND VIOLATIONS OF INSURANCE COVERAGE. Lessee will maintain
the Demised Premises in a clean and healthful condition and comply with all
laws, ordinances, orders, rules, and regulations of all state, federal,
municipal and other agencies or bodies having jurisdiction with respect to the
use, condition, or occupancy of the Demised Premises. Lessee will not occupy or
use, nor permit the Demised Premises to be occupied or used for any business or
purpose which is unlawful in part or in whole or deemed by Lessor to be
hazardous or disreputable in any manner, nor permit anything to be done which
will in any way increase the rate of insurance on the building or its contents,
and in the event that there shall be any increase in the rate of insurance on
the building or its contents created by Lessee's acts or conduct of business
then Lessee hereby agrees to pay such increase to Lessor upon demand. Lessee
will at all times conduct its business, and control its agents, employees, and
invitees in such a manner as not to create any nuisance, interfere with, annoy,
or disturb other tenants of the building or Lessor in the management of the
building.
9. INDEMNITY, LIABILITY AND LOSS OR DAMAGE. Lessor and Lessee shall
not be liable or responsible for any loss or damage to any property or person
occasioned by theft, fire, act of God, public enemy, injunction, riot, strike,
insurrection, war, court order, requisition or order of governmental body or
authority, or any other matter beyond the control of either party or for any
damage or inconvenience which may arise through repair or alteration of any part
of the building, or failure to make such repairs, or from bursting or leaking of
water or steam pipes, or from any other cause whatsoever beyond either Lessor's
or Lessee's reasonable control, unless arising from the willful misconduct or
omission of Lessor. In addition, neither party shall be liable to the other or
the other's agents, employees, guests, invitees or to any other person claiming
by, through or under Lessee or Lessor for any injury to person, loss or damage
to property, or for loss or damage to their business, occasioned by or through
the acts or omissions of Lessor or Lessee or any other person, or by any other
cause whatsoever, unless caused solely by either party's gross negligence or
willful misconduct. Both Lessor and Lessee shall, and hereby agree to, indemnify
the other party, and save it harmless from all suits, actions, damages,
liability and expense in connection with loss of life, bodily or personal injury
or property damage arising from or out of any occurrence in, upon, at or from
the Demised Premises or the occupancy or use by the parties of the Demised
Premises or any part thereof, if occasioned fully or in part by any action or
omission of the other party, its agents, guests, employees, contractors,
invitees or licensees. If either Lessee or Lessor shall, without fault on their
part, be made a party to any action commenced by or against the other party, the
Lessee or Lessor shall protect and hold the other harmless and shall pay all
costs, expenses, and reasonable attorney's fees.
Notwithstanding Lessor's obligations hereunder, Lessee shall bear the
sole risk of any loss of, or damage to, any personal property (including but not
limited to, any furniture, machinery, equipment, goods or supplies) of Lessee or
which Lessee may have on or in the Demised Premises, or any trade fixtures
installed by or paid for by Lessee on or in the Demised Premises, or any
additional improvements which Lessee may construct on or in the Demised
Premises, unless such loss or damage results from the willful misconduct or
omission of Lessor.
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10. RULES OF BUILDING. Lessor has heretofore delivered to Lessee, and
Lessee hereby acknowledges the receipt of, a set of rules applicable to the
building. Lessee and Lessee's agents, employees, and invitees, will comply fully
with all rules of the building, which rules are made a part hereof as though
fully set out herein. Lessor shall at all times have the right to change such
rules, make new rules, or amend such rules in such reasonable manner as Lessor
may deem advisable, all of which new rules, changes and amendments will be
posted or forwarded to Lessee in writing and shall be carried out and observed
by Lessee. Lessor and Lessee acknowledged that different tenants in the Building
may negotiate changes in the Rules and Regulations applicable to them. To the
extent that the same Rules and Regulations apply to Lessee and other tenants in
the Building, Lessor shall attempt in good faith to apply and enforce the same
uniformly.
11. HOLDING OVER. If Lessee retains possession of the Demised Premises
or any part thereof after the expiration or termination of this lease by lapse
of time or otherwise, Lessee shall pay to Lessor for each month, or portion
thereof, during such holdover period, an amount equal to 120% the rate of rental
payable by Lessee to Lessor with respect to the Demised Premises for the month
immediately preceding the month of expiration or termination, and in addition
thereto shall pay to Lessor all damages and all other costs and expenses
incurred by Lessor by reason of such holding over. Such holding over or
retention of the Demised Premises by Lessee shall operate and be construed only
as a month- to-month tenancy and shall not in any way be construed as an
extension or renewal of the term of this lease.
12. CONDEMNATION AND CASUALTY. (a) In the event the building or any
portion thereof necessary to the continued efficiency and/or economically
feasible use of the building shall be taken or condemned in whole or in part for
any public or quasi-public purposes, or sold to a condemning authority to
prevent taking, then the term of this lease shall, at the option of the Lessor,
forthwith cease and terminate. In the event the Demised Premises, or such
portion thereof as would prevent Lessee from occupying and using the Demised
Premises for the purposes herein provided, shall be taken or condemned for any
public or quasi-public purpose, or sold to a condemning authority to prevent
taking, then, at Lessor's option, either (i) the term of this Lease shall
forthwith cease and terminate, or (ii) Lessor shall, to the extent reasonably
practicable, provide Lessee with such additional space and make such repairs to
the Demised Premises as may be necessary to enable Lessee to use such additional
and repaired space for the purposes herein provided. All compensation awarded
for any such taking or conveyance of Lessor's interest shall be the property of
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 in
and to any such award.
(b) If the Demised Premises or the building in which the Demised
Premises are located shall be damaged by any cause or means whatsoever not
caused or contributed to by the negligence or fault of Lessee, its employees,
servants, agents or visitors, and if said damage can be repaired within a period
of three (3) months by using standard working methods and procedures Lessor
shall, within a reasonable time of occurrence of said damage, enter and make
repairs to the extent that insurance proceeds are available therefor, and this
lease shall not be affected but shall
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continue in full force and effect. However, if said damage cannot be repaired
within a period of three (3) months by using standard working methods and
procedures, then this lease shall cease and terminate as of the date of such
occurrence, and Lessee shall pay rent hereunder only to such date of occurrence
and immediately surrender the Demised Premises to Lessor, unless within a period
of sixty (60) days from the date of such occurrence Lessor shall elect to keep
this lease in force and to restore the Demised Premises to substantially the
condition as existed prior to the date of occurrence by giving Lessee written
notice of such election within said sixty (60) day period. If Lessor so elects
to continue the lease and restore the Demised Premises, Lessor shall, within a
reasonable time after the date of the notice of said election, enter and make
repairs and this lease shall not be affected, except that rents hereunder shall
be reduced or abated from the date of occurrence while such repairs are being
made for the period of time and in the proportion that the Demised Premises are
untenantable. If, however, such damage is contributed to or results from the
fault of the Lessee, or Lessee's employees, servants, agents, or visitors, and
if Lessor does not have insurance covering such damage, such damage shall
promptly be repaired by and at the expense of Lessee under the control,
direction and supervision of Lessor, and the rent shall continue without
abatement or reduction. The completion of the repair of all such damage is
subject to reasonable delays resulting from causes beyond the reasonable control
of the party obligated to make such repairs. Lessor shall not be obligated to
repair any damage to the Demised Premises or the building that is not covered by
insurance.
13. ENTIRE AGREEMENT. It is expressly agreed by Lessee, as a material
consideration of this lease, that there are, and were, no verbal
representations, understanding, stipulations, agreements or promises pertaining
hereto not incorporated in writing herein, or in all other agreements referred
to herein, and it is likewise agreed that this lease shall not be altered,
waived, amended or extended other than as provided herein or in a writing signed
by the parties to this lease or their authorized agents.
14. TRANSFER OF LESSOR'S RIGHTS. Lessor shall have the right to
transfer and assign, in whole or in part, all of its rights and obligations
hereunder and in the building. Upon any such transfer or assignment, the term
"Lessor" shall be deemed to refer only to the transferee or assignee of Lessor's
interest hereunder, and Lessor shall thereafter be released from all liability
and obligation hereunder accruing after the date of assignment.
15. DEFAULT CLAUSE. In the event: (a) Lessee fails to make any payment
required to be made by Lessee to Lessor pursuant to this lease within five (5)
days of written notice from Lessor that the same is due and payable; (b) Lessee
fails (other than a failure covered by (a) above) to comply with any term,
provision, condition, or covenant of this lease or any of the rules now or
thereafter established for the government of the building and such failure
continues for a period of fifteen (15) days after written notice thereof; (c)
Lessee deserts, abandons or vacates the Demised Premises; (d) any petition is
filed by or against Lessee under any section or chapter of any bankruptcy act or
under any similar law or statute of the United States or its subdivisions; (e)
Lessee becomes insolvent or makes a transfer in fraud of creditors; (f) Lessee
makes an assignment for the benefit of creditors; or (g) a receiver is appointed
for Lessee or any of the assets of Lessee, then, in any of such events, Lessor
shall have the option to do any one or more
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of the following without any notice or demand, in addition to and not in
limitation of any other remedy available to Lessor at law, in equity or under
this lease:
(1) Terminate this lease, in which event Lessee shall
immediately surrender the Demised Premises to Lessor, and if Lessee
shall fail to do so, Lessor may, without notice and without prejudice
to any other remedy Lessor may have for possession or arrearages in
rent, enter upon and take possession of the Demised Premises and expel
or remove Lessee and its effects without being liable to prosecution
or any claim for damages therefor; and Lessee agrees to indemnify
Lessor for all loss, damage, and expense, which Lessor m a y suffer by
reason of such termination, whether through inability to relet the
Demised Premises on satisfactory terms, or through decrease in rent,
or otherwise; and/or
(2) Intentionally Omitted.
(3) Enter upon and take possession of the Demised Premises
as the agent of Lessee, without being liable to prosecution or any
claim for damages therefor, and Lessor may relet the Demised Premises
as the agent of the Lessee and receive the rent therefor; and in such
event, Lessee shall pay Lessor the reasonable cost for renovating,
repairing and altering the Demised Premises for a new tenant or
tenants and any deficiency that may arise by reason of such reletting
on demand at the address of Lessor specified herein or hereunder;
provided, however, that the failure or refusal of Lessor to relet the
Demised Premises shall not release or affect Lessee's liability for
rent or for damages and such rent and damages shall be paid by Lessee
on the dates specified herein; and/or
(4) Lessor may, as agent for Lessee, do whatever Lessee is
obligated to do by the provisions of this lease and may enter the
Demised Premises with reasonable notice, without being liable to
prosecution or any claim for damages therefor, in order to accomplish
this purpose. Lessee agrees to reimburse Lessor immediately upon
demand for any expenses which Lessor may incur in thus effecting
compliance with this Lease on behalf of Lessee, and Lessee further
agrees that Lessor shall not be liable for any damages resulting to
Lessee from such action, whether caused by the negligence of Lessor or
otherwise.
Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies herein provided or any other remedies available at law
or in equity. In the event Lessee, or Lessee's subsidiary or affiliate, shall
have other leases for other premises in the building, any default by Lessee
under such other leases shall be deemed to be a default herein and Lessor shall
be entitled to enforce all rights and remedies as provided for a default herein.
16. BINDING EFFECT. This lease shall inure to the benefit of, and be
binding upon, the heirs, executors, administrators, successors and assigns of
Lessor; and, subject to Section 6 hereof, the heirs, executors, administrators,
successors and assigns of Lessee.
17. NO WAIVER OR SURRENDER. No act or thing done by Lessor or its
agents during the term hereof shall be deemed an acceptance of a surrender of
the Demised Premises, and no agreement to
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accept a surrender of the Demised Premises shall be valid unless made in writing
and signed by Lessor. The mention in this lease of any particular remedy shall
not preclude Lessor from any other remedy Lessor might have, either at law or in
equity, nor shall the waiver of or redress for any violation of any covenant or
condition contained in this lease or any of the rules and regulations attached
hereto, or hereafter adopted by Lessor, prevent a subsequent act from having all
the force and effect of an original violation. The receipt by Lessor of rent
with knowledge of the breach of any covenant contained in this lease shall not
be deemed a waiver of such breach. The failure of Lessor to enforce any of the
rules of the building attached hereto, or hereafter adopted, against Lessee
and/or any other tenant in the building shall not be deemed a waiver thereof.
Failure of Lessor to declare any default immediately upon occurrence thereof, or
delay in taking any action in connection therewith, shall not waive such
default, but Lessor shall have the right to declare any such default at any time
and take such action as might be lawful or authorized hereunder, at law or in
equity. No waiver shall be effective unless in writing and signed by Lessor.
18. QUIET POSSESSION. Lessor hereby covenants that Lessee, Upon paying
rent as herein reserved, and performing all covenants and agreements herein
contained on the part of Lessee to be paid or performed, shall and may
peacefully and quietly have, hold and enjoy the Demised Premises.
19. IMPROVEMENTS. Except as specifically set forth in Exhibit D
hereto, Lessor shall have no obligation to provide any improvements to the
Demised Premises or the building. By moving into the Demised Premises or taking
possession thereof, Lessee accepts the Demised Premises as suitable for the
purposes of which the same are leased and accepts the building and each and
every appurtenance thereof, and Lessee by said acts waives any and all defects
therein, except for latent defects.
20. POSSESSION. Except as provided in Exhibit D hereto, if for any
reason the Demised Premises shall not be ready for occupancy by Lessee at the
time set forth in Section 1(d) for commencement of this Lease, this Lease shall
not be affected hereby, nor shall Lessee have any claim against Lessor by reason
thereof, but no rent shall be payable for the period during which the Demised
Premise shall not be ready for occupancy. Notwithstanding the foregoing, if
delivery of possession of the Demised Premises shall be delayed beyond the date
specified for the commencement of the Lease Term, it is understood and agreed
that the commencement of the Lease Term shall be extended to the date that the
Demised Premises are tendered to the Lessee in which event the termination date
of the Lease Term shall be correspondingly extended.
21. SIGNS. Lessee will not place or suffer to be placed or maintained
on any exterior door, wall or window of the Demised Premises any sign, awning or
canopy, or advertising matter or other thing of any kind, and will not place or
maintain any decoration, lettering or advertising matter on the glass of any
window or door of the Demised Premises without first obtaining Lessor's prior
written approval and consent, which shall not be unreasonably withheld, in each
instance. Lessee further agrees to maintain any such sign, awning, canopy,
decoration, lettering or advertising matter or other thing as may be approved in
good condition at all times.
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22. SUBORDINATION. Lessee hereby subordinates this Lease and all
rights of Lessee hereunder to any ground lease, mortgage or mortgages, vendor's
lien, or similar instruments which now are or which may from time to time
hereafter be placed upon the Demised Premises or the property containing the
same; and such ground lease, mortgage or mortgage liens or other instruments
shall be superior to and prior to this Lease. Lessee further covenants and
agrees that if the Landlord under any ground lease or any mortgagee or other
person or entity acquires the Demised Premises through default under the ground
lease, foreclosure, or by deed in lieu of foreclosure (any such Landlord,
mortgagee or other lien holder or purchaser at the foreclosure sale being each
hereinafter referred to as the "Purchaser at foreclosure") , Lessee shall
thereafter, but only at the option of the Purchaser at Foreclosure, as evidenced
by the written notice of its election given to Lessee within a reasonable time
thereafter, remain bound by novation or otherwise to the same effect as if a new
and identical lease between the Purchaser at Foreclosure, as Lessor, and Lessee,
as tenant, had been entered into for the remainder of the Lease Term. Lessee
agrees to execute any instrument or instruments which Lessor or any mortgagee or
other secured party may deem necessary or desirable further to effect the
subordination of this lease to each such ground lease, mortgage, lien or other
instrument, or to confirm any election to continue the lease in effect in the
event of foreclosure or default, as above provided.
23. SEVERABILITY CLAUSE. If any clause or provision of this Lease is
illegal, invalid, or unenforceable under any present or future law, then and in
that event, it is the intention of the parties hereto that the remainder of this
lease shall not be affected thereby, and it is also the intention of the parties
to this lease that in lieu of each clause or provision that is illegal, invalid
or unenforceable, there be added as a part of this lease a clause or provision
as similar in terms to such illegal, invalid or unenforceable clause or
provision as may be legal, valid and enforceable. The caption of each paragraph
hereof is added as a matter of convenience only and shall be considered to be of
no effect in the construction of any provision or provisions of this Lease.
24. SECURITY DEPOSIT. Intentionally Omitted.
25. LESSEE'S INSURANCE. Lessee, in order to enable it to meet its
obligations to insure against the liabilities specified in this Lease, shall at
all times during the Lease Term, at its own expense, for the protection of
Lessee, Lessor, Lessor's mortgagee and Lessor's management agent, as their
interests may appear, carry one or more policies of general public liability and
property damage insurance, issued by one or more insurance companies acceptable
to Lessor, with the following minimum coverages:
(a) Worker's Compensation Minimum Statutory Amount
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Comprehensive General Not Less than $1,000,000
Liability Insurance, combined single limit for both
including blanket bodily injury and property
contractual liability, damage.
broad form property
damage, personal injury,
completed operations,
products liability and fire
damage.
(b) Fire and extended coverage, vandalism and malicious mischief, and
sprinkler leakage insurance for the full cost of replacement of Lessee's
property and fixtures located in the Demised Premises.
Such insurance policy or policies shall name Lessor, Lessor's
mortgagee and Lessor's management agent as additional insureds and shall provide
that such insurance may not be cancelled on less than ten (10) days prior
written notice to Lessor. Lessee shall furnish Lessor with a copy of all
certificates evidencing such insurance. Should Lessee fail to carry such
insurance and/or furnish Lessor with a copy of all such certificates after a
request to do so, Lessor shall have the right to obtain such insurance and
collect the cost thereof from Lessee upon demand. Neither the minimum insurance
coverages required herein, nor the types of insurance coverages required hereby
shall be interpreted or construed as any limitation on Lessee's liability under
this Lease.
26. LESSOR'S INSURANCE. Lessor shall be responsible for insuring and,
unless Lessor elects to self insure, Lessor shall at all times during the term
of this Lease carry a policy of insurance which insures the building, including
the Demised Premises, against loss or damage by fire or other casualty (namely,
the perils against which insurance is afforded by a standard fire insurance
policy and extended coverage endorsement); provided, however, that Lessor shall
not be responsible for, and shall not be obligated to insure against, any loss
of or damage to any trade fixtures or other personal property located anywhere
in or on the building or the Demised Premises, nor shall Lessor be responsible
for, or obligated to insure against, any loss of or damage to any improvements
installed in the Demised Premises by, for or at the instance of Lessee. Lessor
may, at its option, self insure the building and the Demised Premises to the
extent herein required, in which case Lessor's liability shall be limited to
such items as would be covered by the above described insurance had Lessor not
elected to self insure.
27. WAIVER OF SUBROGATION. Lessor and Lessee hereby release each other
and each other's employees, agents, customers, contractors and invitees from any
and all liability for any loss, damage or injury to person or property occurring
in, on, about or to the Demised Premises, the building, improvements to the
building or personal property within the building by reason of fire or other
casualties which are required by this Lease to be insured against, regardless of
cause, including the negligence of Lessor or Lessee and their employees, agents,
customers, contractors
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and invitees. Each party to this Lease shall obtain from its respective
insurance company a consent to this mutual waiver of subrogation/release, so as
to prevent the invalidation of insurance coverage by reason of this mutual
waiver of subrogation/release, and shall provide the other party a copy of any
such consent.
28. RELOCATION OF LESSEE. Lessor reserves the right at its option,
which shall not be exercised more than one (1) time during the original Lease
Term, and upon giving not less than ninety (90) days written notice in advance
to Lessee, to remove Lessee from the Demised Premises and to transfer Lessee to
space of substantially equal size and equivalent rental in the building Lessor
shall bear all expense of such relocation of Lessee's furniture, fixtures and
equipment as well as the expense of any renovations or alterations necessary to
make the new space conform in arrangements and layout with the premises covered
by this Lease. In addition, Lessor shall bear the expense of reprinting
stationery, printing and marketing materials.
29. NOTICES. Any notice required or permitted to be given hereunder by
one party to the other shall be deemed to be given when deposited in the United
States Mail with sufficient postage prepaid, addressed to the respective party
to whom notice is intended to be given, if to Lessee, at the Demised Premises,
and if to Lessor at Belvedere Corporation, Managing Agent, 000 Xxxxx Xxxxx, 000
Xxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.
30. BROKERS. Lessee represents and warrants to Lessor that neither it
nor its officers or agents nor anyone acting on its behalf has dealt with any
real estate broker in the negotiation or making of this lease, except CB
Commercial Real Estate Group, and Lessee agrees to indemnify and hold Lessor
harmless from the claim or claims of any other broker or brokers claiming to
have interested Lessee in the Building or Demised Premises or claiming to have
caused Lessee to enter into this Lease.
31. MOVING. Unless otherwise requested by Lessee and approved by
Lessor, all moving in or out of the Demised Premises must be done Monday through
Friday after 5:00 p.m. or anytime on Saturday and shall be scheduled with Lessor
in advance. The Lessee is responsible for any damage caused by Lessee, its
employees, agents or representatives during such move.
32. ESTOPPEL CERTIFICATES. Lessee shall, within ten (10) business days
after the request of Lessor, execute and deliver to Lessor a written statement
certifying that this Lease is unmodified and is in full force and effect, the
then existing Basic Rental and the dates to which the Basic Rental, additional
rent and other charges have been paid, that all improvements to be made by
Lessor have been satisfactorily completed, stating whether or not the Lessor is
in default of its obligations hereof and containing such other information as
Lessor may reasonably specify.
33. LESSOR'S LIABILITY. Lessee agrees that it will not seek or enforce
a personal judgment or any deficiency judgment against Lessor, or any of the
agents, employees, officers, directors, shareholders or partners of Lessor, for
any default by Lessor in the performance or observance of any of the terms or
conditions of this lease, but Lessee shall look solely to Lessor's interest in
the
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land and building containing the Demised Premises and the rents, issues and
profits thereof for satisfaction of any judgment or claim against Lessor.
34. RIGHT OF FIRST REFUSAL. If, during the initial term of this Lease
or any renewal term thereof, Lessor wishes to Lease all or a part of the 5th,
6th or 7th floors to a third party, then Lessor shall notify Lessee in writing,
delivered to the Leased Premises of its intent to so lease such space, and the
exact space to be leased. Thereafter Lessee shall be entitled to a period of
fifteen (15) days following receipt of such notice to elect to lease such space
upon the same terms and conditions as set forth in this Lease. In the event
Lessee fails to give Lessor written notice of its exercise of its right of first
refusal, Lessee agrees that the right of first refusal provided herein shall not
apply to the said space. This Right of First Refusal shall apply to existing
leases by contiguous tenants at their lease end, but shall exclude however,
existing tenants whose leases contain renewal options, until said renewal option
periods have been completed. All leases for space contiguous to Lessee contain
relocation clauses. In the event Lessee exercises its first refusal rights,
Lessor shall have sixty (60) days in which to relocate the existing tenant.
Lessor shall, at no cost to Lessee, renovate the expansion area for Lessee in
the same manner as that which exists in the Demised Premises as covered in this
base lease within a period of sixty (60) days after Lessee has relocated the
existing tenant. Lessee's right of refusal contained in this paragraph may be
exercised so long as Lessee's remaining term of the lease is extended at the
time of exercise to a full five (5) year term.
35. EXPANSION OPTION. Provided Lessee is not in default under the
terms of this Lease, Lessee shall have the right to expand into all or a portion
of Floors 5, 6, and 7 provided Lessee gives Lessor six (6) months prior written
notice of its election to exercise such option. Lessee's expansion option herein
shall be exercisable so long as Lessee's remaining term of the lease is extended
at the time of said exercise of this option to a full five (5) year term. Should
Lessee exercise its right to take additional space, rents for the expansion
space shall commence at the rate per square foot in effect at the time of taking
per the Lease Agreement and shall step in accordance with the same. Lessor
shall, at no cost to Lessee, relocate the existing tenant and renovate the
expansion area in the same manner as that which exists in the original Demised
Premises.
36. MOVING ALLOWANCE. Lessor shall pay to Lessee, no less than five
(5) days prior to the date of occupancy of the Demised Premises by Lessee, the
sum of Two Dollars ($2.00) per rentable square foot as a moving allowance.
37. RENEWAL OPTION. Lessee, at its option, which may not be exercised
more than two (2) time(s) during the term hereof, may extend the Lease for two
(2) additional period(s) of five (5) years. All the terms and conditions
contained in this Lease shall apply during the extension of the term, provided,
however, that the Annual Basic Rent for each one year period during such
extended term (commencing on any anniversary of the commencement date of this
Lease) shall increase by Fifty Cents ($0.50) per square foot per year over the
previous year's rate cumulative throughout the renewal periods.
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Lessee may exercise its right to extend the term hereof by serving
written notice of such extension upon Landlord at least six (6) months prior to
the expiration of the original term of this Lease; provided, however, that if,
at the date upon which Lessee exercises its option to extend the term, or at the
date in between, Lessee is in default in the performance of any or all of the
covenants, terms or provisions of this Lease, the right of Lessee to extend the
terms as set forth herein and any attempt by Lessee to extend the terms of the
Lease shall be null and void.
38. PARKING. On the commencement date of the Lease Term, Lessor shall
make available for lease by Lessee a number of parking spaces not to exceed one
space for each 1,000 square feet of area included in Demised Premises, such
parking spaces to be located in the Tower Place Garage. The monthly parking rate
for each space shall be at the rates as set forth by the operator of the Tower
Place Garage. So long as the owners of Tower Place Garage maintain and operate
this facility as a parking garage, Lessee hereby acknowledges that the use of
any such parking spaces that Lessee may elect to lease shall be governed by the
rules of the parking garage, and Lessee shall, and hereby does, indemnify and
hold harmless Lessor from and against any and all liability of any nature
whatsoever arising out of, relating to, or incurred in connection with the use
of said Garage or the violation of said rules by Lessee. In the event of the
closing of said Tower Place Garage by its owners because of condemnation by a
government entity or development of the property by its owners as a facility
other than a garage, Lessor shall not be required to provide said parking spaces
to Lessee.
39. STORAGE. Lessor shall provide up to 600 square feet of storage
space to Lessee for its archival storage on a month-to-month basis at a cost of
$4.00 per square foot per year. Said space shall be in an area of the Building
to be chosen by Lessor, shall be locked at all times and shall have limited
access to the same by Lessor and Lessee only.
40. SPACE PLANNING. Lessor shall provide, at no cost to Lessee, space
planning services by Lessor's designated space planner, which services shall
include the preparation of the original plan and up to four (4) revisions of the
plan thereafter. Said four (4) revision limitation shall be exclusive of any
revisions made at the request of Lessor or made in order to accommodate Fire
Codes.
41. BALCONY/SIXTH FLOOR ROOF. Lessor shall, within sixty (60) days
after occupancy of the Demised Premises by Lessee and with weather permitting,
prepare and make available for use by Lessee, a portion of the Sixth Floor Roof,
herein referred to as "Patio Area", said Patio Area not to exceed 800 square
feet. Lessee hereby agrees to indemnify and hold harmless Xxxxx Realty and all
of its affiliates, shareholders, directors, officers and employees from any and
all claims, causes of action, damage to persons or to property, or liability
arising from Lessee's use, or its employees, agents, and invitees use of this
Sixth Floor Roof Patio Area.
Lessee agrees to maintain said Patio Area in a clean and orderly
manner and hereby agrees that its use of the same shall not interfere with or
cause a disturbance to Lessor's other tenants, and that all Rules and
Regulations as set forth in Exhibit E hereto shall apply.
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In addition to the above, Lessor's use of the Patio Area shall be
restricted to those areas designated as the Patio Area on the Sixth Floor Roof
and Lessee, its employees, and invitees shall refrain from using any other
portion of the Sixth Floor Roof which use might result in the damage of the roof
surface which would nullify Lessor's roofing surface guarantees and warranties.
Lessee agrees to make prompt repair for any damages caused by it's use of those
areas of the roof not designated Patio Area and Lessor, its successors and
assigns shall not be liable for any equipment or property left unattended by
Lessee on the Patio Area.
42. RECEPTION AREA. Lessee reserves the right, should the reception
area space plan be unacceptable, to choose to lease the entire seventh floor and
the majority of the sixth floor.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed as of the date and year first set forth above.
LESSEE: LESSOR:
XXXXXX RESEARCH ASSOCIATES XXXXX REALTY, INC.
By: Belvedere Corporation
Signed and Acknowledged in Signed and Acknowledged in
the Presence of: the Presence of:
STATE OF OHIO )
) ss.
COUNTY OF XXXXXXXX )
Before me, Xxxxxxxx X. Leurance, a Notary Public on this day
personally appeared Xxxx X. Xxxxxxx, known to me to be the person whose name
is subscribed in the foregoing instrument, and acknowledged to me that he/she
executed the same for the purposes and consideration therein expressed.
Given under my hand and official seal this 10th day
-------------------
of December , 1990.
----------------------------------
Notary Public
17
STATE OF OHIO )
) ss.
COUNTY OF XXXXXXXX )
Before me, Xxxxxxxx X. Leurance, a Notary Public on this day
personally appeared Xxxxxxxxxxx Xxxxxx, known to me to be the person whose
name is subscribed in the foregoing instrument, and acknowledged to me that
he/she executed the same for the purposes and consideration therein expressed.
Given under my hand and official seal this 9th day
---
of December, 1990.
-------- ----
Notary Public
18
Exhibit "A"
FLOOR PLAN
19
Exhibit "B"
The useable square footage as determined by using the standard BOMA
method of computation plus a common area load factor of 1.09%
20
Exhibit "C"
DECLARATION OF COMMENCEMENT
This Declaration of Commencement is an amendment to the Lease
Agreement made and entered into as of the ____ day of _______________ 19____,
(the "Lease") between XXXXX REALTY, INC., ("Lessor") and XXXXXX RESEARCH
ASSOCIATES, the ("Lessee").
Lessor and Lessee hereby agree to amend, modify and supplement the
Lease as follows:
1. Except for those items show on the attached "punchlist", which
Lessor will remedy within _____ days hereof, Lessor has fully completed all
construction work, if any, required to be performed by Lessor pursuant to the
Lease.
2. The Demised Premises are tenantable, Lessor has no further
obligation for construction (except as specified in paragraph 1, above), and
Lessee acknowledges that both the building and the Demised Premises are
satisfactory in all respects and Lessee hereby unconditionally accepts the same
for the purposes set forth in the Lease.
3. The commencement date of the Lease is hereby agreed to be ____ day
of _____________________, 19____.
4. The expiration date of the Lease is hereby agreed to be ____ day of
_____________________, 19____.
5. The total number of square feet of Rentable Area included in the
Demised Premises is hereby stipulated to be ________________________.
6. Lessee's Share is hereby stipulated to be _____________________%.
7. Capitalized terms used herein within definition shall have the
meanings ascribed thereto in the Lease.
8. Except as specifically set forth herein, the terms and conditions
of the Lease shall remain unchanged and in full force and effect and are hereby
ratified and confirmed by Lessor and Lessee.
21
IN WITNESS WHEREOF, the parties hereto xxxx caused this Declaration of
Commencement to be executed as of this _______ day of ____________________,
19____.
LESSEE: LESSOR:
XXXXXX RESEARCH ASSOCIATES XXXXX REALTY, INC.
By: Belvedere Corporation
By: By:
Its: Its:
22
Exhibit "D"
IMPROVEMENTS
Lessor shall at no cost to Lessee, build out the Demised Premises on a
"turnkey basis", using the Tenant Finish Allowances ("Building Standard")
including, but not limited to: partitions, doors, ceiling, electrical outlets,
lights and light switches, HVAC system, wall and floor coverings. In addition,
Lessor shall install two building standard floor to ceiling double entry doors
of wood and one building standard single glass door floor to ceiling inside the
space, all of which shall conform with Fire Code regulations unless a waiver is
granted upon appeal to the Fire Department. The renovations shall be performed
in conformance with construction plans developed from a "Space Plan" approved by
both Lessee and Lessor.
The following above standard finishes shall be supplied without cost
to Lessee:
1. Thirty-Six (36) ounce Building Standard carpet and Building Standard
vinyl wallcovering in the conference room, the reception area, and up
to six (6) executive offices.
2. Installation of a private stairway between the 6th and 7th floors for
the exclusive use of Lessee, said stairway to meet all applicable
building codes and fire codes.
3. Installation of a partition around equipment on the 6th floor roof-top
area.
4. Installation of a door leading to the patio-area of the sixth floor
prior to occupancy. (Lessee hereby agrees not to use nor allow its
employees to use said patio area until such time as Lessor installs
protective flooring over its roof surface and completes its
renovations as set forth herein and in Paragraph 40).
Lessor agrees to substantially complete all improvements in the
Premises in a good and workmanlike manner (subject to Punchlist items) by the
commencement date, including the conference area, elevator lobby and common
hallways on the sixth and seventh floors. Lessor shall provide as a part of
Lessee's standard build out, if Lessee so decides in building standard:
1. Ceiling to floor double glass doors;
2. Glass wall in reception area; and
3. Built-in wood reception desk; all in conformance with Fire
Codes.
23
Exhibit "E"
RULES AND REGULATIONS
1. Tenant shall not permit or conduct any fire, bankruptcy, auction or
"going out of business" sale in the Demised Premises.
2. Directories will be placed by Lessor, at its own expense, in
conspicuous places in the building. No other directories shall be permitted in
common areas of the building, or which can be seen from outside or from common
areas of the building, unless previously consented to by Lessor in writing,
which consent shall not be unreasonably withheld or delayed.
3. Tenant will refer all contractors, contractor's representatives and
installation technicians, rendering service to Tenant, to Lessor for Lessor's
supervision, approval (which approval will not be unreasonably withheld or
delayed), and control before performance of any contractual service. This
provision shall apply to all work performed which relates in any way, to the
building systems.
4. Canvassing and soliciting are prohibited.
5. No awnings or other projections shall be attached to the exterior
surface of the walls enclosing tenant's space. No screens shall be attached to
or hung in, or used in connection with, any window or door of Tenant's space
without the prior written approval (which approval will not be unreasonably
withheld or delayed) of Lessor as to quality, type, design, color and manner of
attaching the same. Tenant shall not erect, install or maintain any sign,
decoration, lettering, advertising or other graphics matter on or in the
building which is visible from outside the Demised Premises without first
obtaining Lessor's written approval thereof, which approval shall not be
withheld unreasonably.
6. Tenant shall maintain any such sign, decoration, lettering,
advertising matter or other graphics, as may be reasonably approved by Lessor,
in good condition at all times. Lessor may permit signs on doors or directory
tablets, and such signs or tablets shall be inscribed, painted, or affixed for
Tenant by Lessor at the expense of Tenant, and shall be of a size, color and
style reasonably acceptable to Lessor. The style of listings for Tenant on the
directory tablets shall be at the reasonable discretion of Lessor.
7. No Tenant shall xxxx, paint, drill into or in any way deface any
part of the Demised Premises or the building and no boring, cutting or stringing
of wires shall be permitted, except with the prior written consent of Lessor,
which shall not be unreasonably withheld, and as Lessor may reasonably direct.
8. Tenant shall not place, install or operate in the Demised Premises
or in any part of the building, any engine or machinery, or maintain, use or
keep any flammable, explosive, or hazardous material without consent of Lessor,
which shall not be unreasonably withheld
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9. Lessor will not be responsible for lost or stolen personal
property, equipment, money, or jewelry from Tenant's area or public areas
regardless of whether such loss occurs when area is locked against entry or not,
unless caused by or arising out of Lessor's negligence or willful misconduct.
10. Lessor will not permit entrance to Tenant's offices by use of pass
keys controlled by Lessor to any person, at any time, without written permission
of Tenant, except employees, contractors, or service personnel directly
supervised by Lessor, or agents of Lessor.
11. The Lessor desires to maintain the highest standards of
environmental comfort and convenience for the tenants. It will be appreciated if
any undesirable conditions or lack of courtesy or attention are reported
directly to management.
12. The entries, passages, doors, elevators, closets, hallways or
stairways shall not be blocked or obstructed, and no sweepings, rubbish, rags,
litter, trash, or material of any nature shall be placed, emptied or thrown into
these areas; and such areas shall not be used at any time, except for egress or
ingress by Tenant, Tenant's agents, employees, or invitees to or from the
Demised Premises.
13. The water and wash closets and other plumbing fixtures in the
building shall not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags or other substance shall be thrown
therein. All damage resulting from any misuse of such fixtures shall be borne by
Tenant who, or whose servants, employees, agents, guests or licensees, shall
have caused the same.
14. Tenant shall not do, or permit anything to be done in or about the
building, or bring or keep anything therein, that will in any way increase the
rate of fire or other insurance on the building, or on property kept therein, or
obstruct tenants, or do anything in conflict with the valid pertinent laws,
rules or regulations of any governmental authority.
15. Lessor shall have the right to determine and prescribe the right
and proper position of any unusually heavy equipment including safes, large
files, etc. that are to be placed in the building, and only those which in the
opinion of Lessor will not, with reasonable probability, do damage to the
floors, structure and/or freight elevator, may be moved into said building. Any
damage occasioned with the moving or installing of such aforementioned articles
in said building or the existence of same in said building shall be paid for by
Tenant, unless otherwise covered by insurance.
16. The work of the janitor or cleaning personnel shall not be
hindered by Tenant after 5:30 P.M. and such work may be done at any time when
the offices are vacant. The windows, doors and fixtures may be cleaned at any
time, with notice to the Tenant. Tenant shall provide adequate waste and rubbish
receptacles, cabinets, bookcases, map cases, etc., necessary to prevent
unreasonable hardship to Lessor in discharging its obligation regarding cleaning
service.
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17. Lessor shall have the right to prohibit the use of the name of the
building or any other publicity by the Tenant, which in Lessor's reasonable
opinion, tends to impair the reputation of the building or its desirability for
the executive offices of Lessor or of other tenants; and, upon written notice
from Lessor, Tenant will refrain or discontinue such publicity.
18. Unless Tenant is specifically permitted by Lease to operate a
restaurant, no cooking shall be done or permitted by the Tenant on the Demised
Premises without the prior written consent of the Lessor. Normal office cooking
equipment, i.e. coffee pot, microwave shall be permitted. Under no circumstances
shall Tenant cause or permit any unusual or objectionable noise or odor to be
produced upon or emitted from the Demised Premises. Lessee may, however, have
normal office appliances such as coffee maker and microwave oven in the Demised
Premises.
19. Tenant, when closing the Demised Premises, shall see that all
windows and exit doors from Tenant's Demised Premises are closed and locked.
Tenant will furnish Lessor with "after-hours" emergency telephone numbers for
the sole use of the Lessor at its discretion.
20. Tenant agrees that it shall not willfully do or omit to do any act
or thing which shall discriminate or segregate upon the basis of race, color,
sex, creed or national origin in the use and occupancy of the Demised Premises.
21. The Leased Premises shall not be used for lodging, sleeping, or
for any immoral or illegal purpose or for any purpose that will damage the
premises or the reputation thereof, or for any purpose other than specified in
the Lease covering the premises.
22. Lessor reserves the right to waive any rule in any particular
instance or as to any particular person or occurrence, provided Lessor does so
in a uniform and nondiscriminatory manner, and further, Lessor reserves the
right to amend or rescind any of these rules or make, amend or rescind new rules
to the extent Lessor in its reasonable judgment, deems suitable for the safety,
care and cleanliness of the building and the conduct of high standards of use
and operation thereof, provided Lessor enforces such new rules and amends or
rescinds rules in a uniform and nondiscriminatory manner. Tenant agrees to
conform to such new or amended rules upon written notice of the same, or by the
date stated in the notice.
23. Whenever any notice, approval, consent, request or election is
given or made pursuant to these Rules and Regulations, it shall be in writing.
No consent, waiver, express or implied, by Lessor or Tenant to or any breach of
any Rules or Regulations shall be construed as a consent or waiver of any other
breach of the same or any other rule or duty. Whenever any approval or consent
by Lessor or Tenant is expressly required by these Rules and Regulations, the
approval or consent shall not be withheld unreasonably.
24. Movement in or out of the building of furniture or office
equipment, or dispatch or receipt by Tenant of any merchandise or materials
which require use of elevators or stairways, or movement through building
entrances or lobby shall be restricted to hours reasonably designated by Lessor.
All such movement shall be under supervision of Lessor and in the manner agreed
26
- 4 -
between Tenant and Lessor by prearrangement before performance. Such
prearrangement initiated by Tenant will include determination by Lessor and is
subject to its decision and control, as to time, method, and routine of movement
and as to limitations imposed for safety or other concerns which may prohibit
any articles, equipment or any other item from being brought into the building.
Tenant is to assume all risk as to damage to articles moved and injury to
persons or public engaged or not engaged in such movement, including equipment,
property, and personnel of Lessor if damaged or injured as a result of acts in
connection with carrying out this service for Tenant, from time of entering
property to completion of work; and Lessor shall not be liable for acts of any
person engaged in, or any damage or loss to any said property or persons
resulting from any act in connection with such service performed by Tenant,
unless arising out of Lessor's negligence or willful misconduct.
27
Exhibit "F"
JANITORIAL CLEANING WORK SCHEDULE
GENERAL OFFICE AREAS
A. NIGHTLY
1. Dust all desks, furniture, files cabinets, etc.
2. Dust ledges, picture frames, partition tops and
other horizontal surfaces.
3. Empty and damp wipe ashtrays.
4. Empty waste cans and replace liners if required.
5. Vacuum carpets and replace chairs under desks.
6. Spot clean carpets by bonnet cleaning.
7. Dust mop and spot damp mop tile floors.
8. Remove fingerprints from doors, frames, walls, etc.
9. Spot clean partition glass.
10. Remove trash to freight elevator, transporting in brutes.
B. WEEKLY
1. Clean telephones with separate cloth.
2. Spray buff tile floors.
3. Dust window xxxxx, door frame tops, mullions, etc.
C. MONTHLY
1. Use furniture polish on wooden surfaces.
2. Dust vertical surfaces of all furniture.
3. Polish metal surfaces with "Twinkle".
4. Vacuum or brush upholstery.
5. Feather dust Venetian blinds.
RESTROOMS AND LOUNGES
A. NIGHTLY
1. Clean wash basins, dispenser and chrome fittings.
2. Clean mirrors and frames.
3. Wet mop floors, using disinfectant.
4. Sanitize toilets, toilet seats and urinals.
5. Dust ledges and partitions, spot wash.
6. Report any fixture not working properly.
7. Restock dispensers.
B. WEEKLY
28
- 2 -
1. spray buff tile floors where applicable.
2. Spot wash partitions, walls and doors.
C. BI-MONTHLY
1. Recoat resilient tile floors, rinse to neutralize, apply
one (1) coat of sealer
and two C2) coats of wax.
MAIN LOBBY, ELEVATOR LOBBIES AND ENTRANCE WAYS
A. NIGHTLY
1. Clean glass doors and metal frames, inside and out.
2. Clean all horizontal surfaces including mullions.
3. Polish all metalwork.
4. Dust mop hard surface floors and spot damp mop using clean
cold water.
5. Empty sand urns and wipe sides.
6. Vacuum carpets and spot clean.
7. Sweep sidewalks outside of entrance.
8. Spray buff hard surface floors.
B. MONTHLY
1. Recoat floors.
CAFETERIA
A. NIGHTLY
1. Dust all horizontal surfaces.
2. Damp wipe tables and chairs.
3. Clean trash receptacles.
4. Dust mop and damp mop floors.
5. Empty trash.
B. WEEKLY
1. Spray buff tile floor.
C. AS REQUIRED
1. Strip floor and rewax.
29
EXHIBIT "G"
XXXXX TOWER OFFICE BUILDING
HVAC PERFORMANCE SPECIFICATIONS
The heating and air conditioning system shall accommodate a comfort
range of a minimum temperature of 68 degrees and a maximum temperature of 74
degrees.
The System is a two pipe system which cools and heats on a seasonal
schedule. The exterior offices are heated and cooled by individual perimeter
units. The interior offices are heated and cooled via ducting controlled from
the building's fan rooms which control three floors on each zone.
NOTE: The HVAC system may vary with individual tenants whose HVAC
systems have been individualized by the installation of
separate units as provided under their construction
drawings.
XXXXXX VARIANCE: Lessor shall install an individual temperature
control to include a humidifier control in the drug storage
room.
In addition, Lessor shall install individual temperature controls in
the computer room, in the conference rooms, and in two executive offices on the
seventh floor.
473133.1
30
AMENDMENT NO. ONE TO LEASE
--------------------------
This Amendment One to Lease (the "Amendment"), made effective this
19th day of December, 1991, is by and between Xxxxx Realty, Inc. ("Lessor"), a
Delaware corporation, whose address is x/x Xxxxxxxxx Xxxxxxxxxxx, 500 Xxxxx
Tower, 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, and Xxxxxx Research Associates
("Lessee"), whose address is 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.
W I T N E S S E T H:
WHEREAS, effective as of December 9, 1991, Lessor and Lessee entered
into a Lease (the "Lease") with respect to approximately 19,000 rentable square
feet of space on the 6th and 7th floors of the Xxxxx Tower Building (the
"Building") located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx.
WHEREAS, the premises leased by Lessee in the Building (the "Demised
Premises") encompasses approximately 20,000 useable square feet:
WHEREAS, the Lessor and Lessee desire to make certain amendments in and
to the Lease, and specifically Exhibit D.
NOW, THEREFORE, effective December 19, 1991, Lessor and Lessee hereby
agree and acknowledge to delete the last Paragraph of Exhibit D in its entirety
(see attached) and add the following:
1. Lessee is obligated to sign off on space plans for the Demised Premises
no later than December 31, 1991.
2. Lessee shall approve and sign off on all construction drawings and the
room finish schedule no later than January 10, 1992.
3. Provided Lessee complies with Paragraphs 1 and 2 hereof, Lessor hereby
agrees to have the Demised Premises ready for occupancy by Lessee
(exclusive of punchlist items as set forth in Exhibit C of the Lease)
by April 1, 1992.
4. Lessor shall pay an additional One Dollar ($1.00) per square foot to
Lessee as a penalty to change the occupancy date from March 1, 1992 to
April 1, 1992.
5. Provided Lessee does not delay the construction for any reason, if the
Demised Premises are not ready for occupancy by April 1, 1992 Lessor
shall, for each day beyond April 1, 1992, reimburse Lessee for its rent
and holdover penalties if any, which Lessee pays after April 1, 1992
for its space at 000 Xxxx Xxxxxx Xxxxxx, upon presentation to Lessor by
Lessee of its rental invoice and cancelled check for said rents and
penalties.
All other terms and conditions of the Lease shall remain in full force
and effect.
31
- 2 -
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
date set forth below.
WITNESSETH: XXXXX REALTY, INC.
By: Belvedere Corporation,
Managing Agent
By: /s/
------------------------------- ------------------------
Its: Vice President
------------------------------- -----------------------
Date: 12/30/91
----------------------
WITNESSETH: XXXXXX RESEARCH ASSOCIATES
By: /s/ Xxxxxxxxxxx Xxxxxx
------------------------------- ---------------------------------
Its: Exec VP
------------------------------- --------------------------------
Date: 12/30/91
-------------------------------
STATE OF OHIO )
) SS.
COUNTY OF XXXXXXXX )
BE IT REMEMBERED, that on the ____ day of _______________, 19__, before
me a Notary Public in and for said county and state, personally appeared Xxxxx
Realty, Inc., the corporation, which executed the following instrument by Xxxx
X. Xxxxxxx, the Vice President of Belvedere Corporation, Managing Agent, who
acknowledged that he/she is authorized to sign on behalf of said corporation,
and the signing thereof to be its and his/her voluntary act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year aforesaid.
------------------------------------
Notary Public
32
- 3 -
STATE OF OHIO )
) SS.
COUNTY OF XXXXXXXX )
BE IT REMEMBERED, that on the ____ day of _______________, 19__, before
me a Notary Public in and for said county and state, personally appeared Xxxxxx
Research Associates, the corporation, which executed the following instrument by
_______________, its _______________ who acknowledged that he/she is authorized
to sign on behalf of said corporation, and the signing thereof to be its and
his/her voluntary act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year aforesaid.
-----------------------------------
Notary Public
33
AMENDMENT NO. TWO TO LEASE
--------------------------
This Amendment No. Two to Lease (the "Amendment"), made effective this
18th day of March, 1996, is by and between XXXXX REALTY, INC. ("Lessor"), a
Delaware corporation, whose address is x/x Xxxxxxxxx Xxxxxxxxxxx, 500 Xxxxx
Tower, 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, and XXXXXX RESEARCH ASSOCIATES,
("Lessee"), whose address is Suite 700 Xxxxx Tower, 000 Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxx 00000.
W I T N E S S E T H :
WHEREAS, effective as of December 9, 1991, Lessor and Lessee entered
into a Lease (the "Lease") with respect to approximately 21,694 rentable square
feet or space on the 6th and 7th floors of the Xxxxx Tower Building (the
"Building") located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx.
WHEREAS, the premises leased by Lessee in the Building (the "Demised
Premises") encompasses 21, 694 rentable square feet.
WHEREAS, the Commencement Date of the Lease was June 1, 1992.
WHEREAS, the Lessor and Lessee desire to make certain amendments in and
to the Lease, as amended on December 30, 1991.
NOW THEREFORE, effective upon execution of this Amendment No. Two to
Lease Lessor and Lessee hereby agree and acknowledge the following:
1. Lessee shall expand into an additional 6,326 square feet on the
sixth floor of the Building (the "Expansion Space") for a total Demised Premises
of 27,921 square feet. The Lease for the Expansion Space shall commence on the
earlier of: (a) ninety (90) days after Lessor relocates the existing tenants
from the sixth floor of the Building or the date Lessee takes occupancy of the
Expansion Space.
2. The Lease shall be extended for an additional five (5) years,
commencing on June 1, 1998 and ending on May 31, 2003 (the "Five Year Extension
Term"). Commencing on May 1, 1996, the Basic Rental in Paragraph 1 (e) of the
Lease Agreement shall be changed to the following for the original lease term
and each lease year of the Five Year Extension Term:
34
- 2 -
May 1, 1996 to May 31, 1997 $13.60 per square foot;
June 1, 1997 to June 1, 1998 $14.00 per square foot;
June 1, 1998 to May 31, 1999 $14.42 per square foot;
June 1, 1999 to May 31, 2000 $14.85 per square foot;
June 1, 2000 to May 31, 2001 $15.30 per square foot;
June 1, 2001 to May 31, 2002 $15.75 per square foot;
June 1, 2002 to May 31, 2003 $16.23 per square foot.
3. Paragraph 4 (c) and Paragraph 4 (d) of the Lease shall be deleted in
its entirety.
4. Lessor shall build out the Expansion Space in accordance with a plan
to be mutually approved by Lessor and Lessee using similar construction
materials, finishes and systems as the existing Demised Premises.
5. Lessor shall also re-paint the entire Demised Premises, including
the HVAC covers using Building Standard paint. Such work shall be scheduled, in
advanced with Lessee.
6. Lessee shall be responsible for any "dry" sprinkler systems needed
for the Demised Premises, as well as, any additional air-conditioning needed for
Lessee's drug storage area (location to be determined).
7. Lessee, at its option and its expense, shall have the right to
install glass doors to the 6th and/or 7th floors off of the elevator lobby area.
Such installation must be in accordance with all applicable codes and
regulations.
All other terms and conditions of the Lease shall remain in full force
and effect as amended.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
date set forth below.
WITNESSETH: XXXXX REALTY, INC.
By: Belvedere Corporation
Managing Agent
By /s/
--------------------------- -------------------------------
Its: VP
--------------------------- -----------------------------
Date:
----------------------------
35
- 3 -
WITNESSETH: XXXXXX RESEARCH ASSOCIATES
By /s/ Xxxxxxxxxxx Xxxxxx
--------------------------- -------------------------------
Its: Exec VP
--------------------------- -----------------------------
Date: 3/18/96
----------------------------
STATE OF OHIO )
) SS.
COUNTY OF XXXXXXXX )
BE IT REMEMBERED, that on the 18th day of March, 1996, before me a
Notary Public in and for said county and state, personally appeared Xxxxx
Realty, Inc., the corporation, which executed the foregoing instrument by Xxxx
X. Xxxxxxx-Xxxxxxx, the Vice President of Belvedere Corporation, Managing Agent,
who acknowledged that he/she is authorized to sign on behalf of said
corporation, and the signing thereof to be its and his/her voluntary act and
deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year aforesaid.
-----------------------------
Notary Public
STATE OF OHIO )
) SS.
COUNTY OF XXXXXXXX )
BE IT REMEMBERED, that on the 18th day of March, 1996, before me a
Notary Public in and for said county and state, personally appeared Xxxxxx
Research Associates, the corporation which executed the foregoing instrument by
Xxxxxxx X. Xxxxx , its CEO who acknowledged that he/she is authorized to sign on
behalf of said corporation, and the signing thereof to be its and his/her
voluntary act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year aforesaid.
-----------------------------
Notary Public
36
AMENDMENT NO. THREE TO LEASE
----------------------------
This Amendment No. Three to Lease (the "Amendment"), made effective
this 8th day of October, 1996, is by and between XXXXX REALTY, INC. ("Lessor"),
a Delaware Corporation whose address is c/o Belvedere Coporation, 500 Xxxxx
Tower, 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, and XXXXXX RESEARCH ASSOCIATES,
("Lessee"), whose address is Suite 700 Xxxxx Tower, 000 Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxx 00000.
W I T N E S S E T H:
WHEREAS, effective as of December 9, 1991, Lessor and Lessee entered
into Lease (the "Lease") with respect to approximately 21,694 rentable square
feet of space on the 6th and 7th floors of the Xxxxx Tower Building (the
"Building") located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx.
WHEREAS, the premises leased by Lessee in the Building (the "Demised
Premises") encompasses 21,694 rentable square feet.
WHEREAS, the Commencement Date of the Lease was June 1, 1992.
WHEREAS, effective as of December 30, 1991 Lessor and Lessee entered
into Amendment No. One To Lease which made certain amendments in and to the
Lease.
WHEREAS, effective as of March 18, 1996, Lessor and Lessee entered into
Amendment No. Two To Lease which made certain amendments in and to the Lease,
including Lessee's expansion into 6,326 square feet of additional space for a
total Demised Premises of 27,921 square feet.
NOW, THEREFORE, effective upon execution of this Amendment No. Three to
Lease Lessor and Lessee hereby agree and acknowledge the following:
1. Lessee shall expand into an additional 13,955 square feet of space on the 9th
floor of the Building (the "Expansion Space") for a total Demised Premises of
41,876 square feet. The Lease for the Expansion Space shall commence on the
earlier of: (a) ninety (90) days after Lessor relocates the existing tenant,
Xxxxxx, Xxxxxx Company from the 9th floor of the Building or the date Lessee
takes occupancy of the Expansion Space. Xxxxxx, Xxxxxx is scheduled to relocate
from the 9th floor to the 15th floor of the building the weekend of November 22,
1996. Lessor shall try and coordinate the delivery of the southwest area of the
floor Lessee as early as possible. The Basic Rental establisher in Paragraph 2
of Amendment No. Two to Lease shall apply to the Expansion Space on the 9th
floor.
2. The Lease shall be extended for an additional one (1) year, commencing on
June 1, 2003 and ending on May 31, 2004 (the "One Year Extension Term").
Commencing on June 1, 2003, the Basic Rental in Paragraph 1 (e) of the Lease
Agreement shall be the following for each year of the Two Year Extension Term:
37
June 1, 2003 to May 31, 2004 $16.75 per square foot.
3. The cost of sprinklering the floor shall be herein by Lessor. Lessor shall
provide a build- out allowance of $7.50 per square for the Expansion Space. Such
allowance shall be paid to Lessee within thirty (30) days of occupancy of the
Expansion Space. Lessor shall provide mini-blinds mutually acceptable to Lessor
and Lessee on the 6th floor and 9th floor.
4 Lessee shall be responsible for any "dry" sprinkler systems needed for the
Demised Premises, as well as, any additional air-conditioning needed for
Lessee's specific business use.
5. Paragraph 34 of the Lease, RIGHT OF FIRST REFUSAL, shall be amended to state
that the the Right of First Refusal no longer applies to 5th, 6th and 7th floors
of the Building but shall apply to the 8th floor of the Building.
6. Lessee and Lessor represent and warrant to each other that neither has dealt
with any other broker or finder who shall be entitled to any commission or fee
by reason of the execution of this Amendment, and each party agrees to indemnify
and hold the other harmless from any liability or expense that the other may
suffer or incur with respect to any claim for a commission or fee by any other
broker or finder claiming by, through or under the other party.
All other terms and conditions of the Lease shall remain in full force
and effect as amended.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
date set forth below.
WITNESSETH: XXXXX REALTY, INC.
By: Belvedere Coporation
Managing Agent
By: /s/
---------------------------- --------------------------------
Its: V.P.
---------------------------- -------------------------------
Date: 10/8/96
------------------------------
38
WITNESSETH: XXXXXX RESEARCH ASSOCIATES
By: Xxxxxxxxxxx Xxxxxx
----------------------------- --------------------------------
Its: VP
----------------------------- -------------------------------
Date: 10/8/96
------------------------------
STATE OF OHIO )
) SS.
COUNTY OF XXXXXXXX )
BE IT REMEMBERED, that on the 8th day of October, 1996, before me a
Notary Public in and for said county and state, personally appeared Xxxxx
Realty, Inc., the corporation, which executed the foregoing instrument by Xxxx
X. Xxxxxxx-Xxxxxxx, the Vice President of Belvedere Corporaton, Managing Agent,
who acknowledged that he/she is authorized to sign on behalf of said
corporation, and the signing thereof to be its and his/her voluntary act and
deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year aforesaid.
----------------------------
Notary Public
STATE OF OHIO )
) SS.
COUNTY OF XXXXXXXX )
BE IT REMEMBERED, that on the 8th day of October, 1996, before me a
Notary Public in and for said county and state, personally appeared Xxxxxx
Research Associates, the corporation which executed the foregoing instrument by
Xxxxxxxxxxx Xxxxxx, its President who acknowledged that he/she is authorized to
sign on behalf of said corporation, and the signing thereof to be its and
his/her voluntary act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year aforesaid.
----------------------------
Notary Public
39
AMENDMENT NO. FOUR TO LEASE
---------------------------
This Amendment No. Four to Lease (the "Amendment"), made effective this
29th day of January, 1997, is by and between XXXXX REALTY, INC. ("Lessor"), a
Delaware corporation, whose address is x/x Xxxxxxxxx Xxxxxxxxxxx, 500 Xxxxx
Tower, 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, and XXXXXX RESEARCH ASSOCIATES,
("Lessee"), whose address is Suite 700 Xxxxx Tower, 000 Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxx 00000.
W I T N E S S E T H :
WHEREAS, effective as of December 9, 1991, Lessor and Lessee entered
into a Lease (the "Lease") with respect to approximately 21,694 rentable square
feet of space on the 6th and 7th floors of the Xxxxx Tower Building (the
"Building") located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx.
WHEREAS, the premises leased by Lessee in the Building (the "Demised
Premises") encompasses 21,694 rentable square feet.
WHEREAS, the Commencement Date of the Lease was June 1, 1992.
WHEREAS, effective as of December 30, 1991, Lessor and Lessee entered
into Amendment No. One To Lease which made certain amendments in and to the
Lease.
WHEREAS, effective as of March 18, 1996, Lessor and Lessee entered into
Amendment No. Two To Lease which made certain amendments in and to the Lease,
including Lessee's expansion into 6,326 square feet of additional space for a
total Demised Premises of 27,921 square feet.
WHEREAS, effective as of October 8, 1996, Lessor and Lessee entered
into Amendment No. Three To Lease which made certain amendments in and to the
Lease, including Lessee's expansion into 13,955 square feet of space on the
ninth floor of the Building for a total Demised Premises of 41,876 square feet.
NOW, THEREFORE, effective upon execution of this Amendment No. Four to
Lease Lessor and Lessee hereby agree and acknowledge the following:
1. Lessee shall expand into an additional 13,620 square feet of space on
the eighth floor of the Building (the "Expansion Space") for a total
Demised Premises of 55,496 square feet. Lessee shall begin paying rent
on each portion of the Expansion Space on the earlier date of: (a)
ninety (90) days after Lessor relocates the existing tenants, Mass
Mutual (2174 sf), Xxxxx Opticians (2,150 sf), Xxxxxxxxx & Associates
(3625 sf) and Alex Gortas (623 sf) from the eighth floor of the
Building or the date Lessee takes occupancy of each respective portion
of the Expansion Space.
Lessee shall continue to pay its month-to-month rental rate of $1217.67
per month for
40
1124 square feet of space that it is currently occupying today on the
eighth floor (Xx. Xxxxxx'x) and commencing on 2/1/97, Lessee shall pay
the Basic Rental as stipulated in the Lease on 2651 square feet of the
Expansion Space which Lessee has already taken occupancy of.
2. The Lease shall be extended for an additional two (2) years, commencing
on June 1, 2004 and ending on May 31, 2006 (the "Two Year Extension
Term"). Commencing on June 1, 2004 the Basic Rental in Paragraph 1 (e)
of the Lease Agreement shall be the following for each year of the Two
Year Extension Term:
June 1, 2004 to May 31, 2006 $17.50 per square foot.
3. The Basic Rental established in Paragraph 2 of Amendment No. Two To
Lease and Paragraph 2 of Amendment No. Three to Lease and Paragraph 2
herein shall apply to Lessee's total Demised Premise, at this time, of
55,496 square feet.
4. Lessor, on behalf of Lessee, shall relocate each of the existing
tenants from the eighth floor, if needed. In addition to this cost,
Lessor shall provide to Lessee a build-out allowance of $15.00 per
square foot for the Expansion Space. Such allowance shall be paid to
Lessee within thirty (30) days after written notice from Lessee
requesting such allowance for the Expansion Space and with the
appropriate waiver of liens from Lessee's contractor, perform the inter
improvements. Lessor, at its cost and with its contractors, shall have
the eighth floor sprinklered.
5. Lessee shall be responsible for any "dry" sprinkler systems needed for
the Demised Premises, as well as, any additional air-conditioning
needed for Lessee's specific business use.
6. Lessee and Lessor represent and warrant to each other that neither has
dealt with any other broker or finder who shall be entitled to any
commission or fee by reason of the execution of this Amendment, and
each party agrees to indemnify and hold the other harmless from any
liability or expense that the other may suffer or incur with respect to
any claim for a commission or fee by any other broker or finder
claiming by, through or under the other party.
All other terms and conditions of the Lease shall remain in full force
and effect as amended.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the
date set forth below.
41
WITNESSETH: XXXXX REALTY, INC.
By: Belvedere Corporation
Managing Agent
By /s/
------------------------------ ----------------------------------
Its: V.P.
------------------------------ --------------------------------
Date: 11/28/97
-------------------------------
WITNESSETH: XXXXXX RESEARCH ASSOCIATES
By /s/ Xxxxxxx X. Xxxxxx
------------------------------ ----------------------------------
Its: V.P. - Finance
------------------------------ --------------------------------
Date: 1/28/97
-------------------------------
STATE OF OHIO )
) ss.
COUNTY OF XXXXXXXX )
BE IT REMEMBERED, that on the 30th day of January, 1997, before me a
Notary Public in and for said county and state, personally appeared Xxxxx
Realty, Inc., the corporation, which executed the foregoing instrument by Xxxx
X. Xxxxxxx-Xxxxxxx, the Vice President of Belvedere Corporation, Managing Agent,
who acknowledged that he/she is authorized to sign on behalf of said
corporation, and the signing thereof to be its and his/her voluntary act and
deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed by
official seal on the day and year aforesaid.
------------------------------------
Notary Public
STATE OF OHIO )
) ss.
COUNTY OF XXXXXXXX )
BE IT REMEMBERED, that on the 29th day of January, 1997, before me a
Notary Public in and for said county and state, personally appeared Xxxxxx
Research Associates the corporation which executed the foregoing instrument by
Xxxxxxx X. Xxxxxx, its V.P. Finance
42
who acknowledged that he/she is authorized to sign on behalf of said
corporation, and the signing thereof to be its and his/her voluntary act and
deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year aforesaid.
------------------------------------
Notary Public
