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"ADDENDUM #1"
THIS AGREEMENT, made November 1, 1996 by and between WEST
RENTALS, INC., party of the first part as "LESSOR", said party
being of the City of Wheeling, Ohio County, West Virginia, VALLEY
NATIONAL GASES, INC., party of the second part as "LESSEE", whereby
the parties agree as follows:
LESSOR, in consideration of the rents to be paid and
covenants to be performed by LESSEE hereunder, hereby leases to
LESSEE for the term and subject to the covenants and conditions
hereinafter set forth, the following described premises:
SEE SCHEDULE "A"
TO HAVE AND TO HOLD the above described real estate for
the term of (1) TEN YEARS commencing on November 1, 1996 and end
October 31, 2006 accordingly.
LESSEE for and in consideration of the premises and
covenants aforesaid hereby obligates and binds itself to pay or
cause to be paid unto said LESSOR, its heirs, administrators,
executors, and assigns, the just and minimum sum according to the
following schedule:
NOVEMBER 01, 1996 - OCTOBER 31, 2001
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$7,437,000.00, payable in (60) SIXTY installments $123,950.00 each,
NOVEMBER 01, 1996 - OCTOBER 31, 2001
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THE MINIMUM OF $7,437,000.00, PAYABLE IN (60) SIXTY INSTALLMENTS
$123,950,00 EACH TIMES THE DIFFERENCE BETWEEN THE CPI (1967 100)
SERIES "A" 1996 AND THE CPI SERIES "A" 2001,
payable monthly in advance, with the first said installments to be
paid on the first day of the month of occupancy hereinabove
referred to and each of the $123,950.000 minimum installments to be
paid on the first day of each and every succeeding month
thereafter.
LESSOR does further grant to LESSEE the option of
renewing this lease for an additional period of FIVE (5) years and
upon the same terms and conditions as are herein contained, except
that the rental shall be in an amount to be agreed upon between the
parties; provided, however that notice of such intention to renew
must be served in writing by LESSEE upon LESSOR at least sixty (60)
days before said expiration date.
IN the event the said parties shall be damaged by fire,
flood, storm, civil commotion, or other unavoidable cause, to an
extent not repairable within ninety (90) days from the date of such
damage, this lease shall terminate as of the date of such damage.
And it is further agreed that the said LESSOR, its heirs,
administrators, executors and assigns, may enter into and upon the
said leased premises at reasonable hours in the
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daytime, from ten o'clock in the morning to five o'clock in the afternoon,
to examine the same and for three (3) months next preceding the expiration
of said terms to permit the usual notices of "FOR RENT" and "FOR SALE"
to be placed on any outside wall of said premises and remain
thereon without hindrance or molestation.
The said LESSEE hereby agrees that it will not transfer
or assign this lease, or sublet or underlet the premises aforesaid
or any part thereof, without the written consent of the said
LESSOR, its heirs, administrators, executors and assigns, which
consent shall not be unreasonably or arbitrarily withheld.
the said LESSEE covenants and agrees that it will during
the term of this lease, maintain and take good care of the exterior
and interior of the Premises including the HVAC equipment and
system and plumbing and all equipment and fixture therein; except
that LESSOR shall be responsible for replacements to the roof,
foundation, and exterior walls. The LESSEE shall repair and
maintain the parking areas, roadways, curbs, sidewalks, and fences
as are necessitated by normal wear and tear.
LESSEE may, at its own expense, either at the
commencement of or during the term of this lease, make such
alterations in and/or addition to the leased premises, including,
without prejudice to the generality of the foregoing, alterations
in the water, gas, and electric wiring systems, as may be necessary
to fit the same for its business, upon first obtaining the written
approval of the LESSOR as to the materials to be used and the
manner of making such alterations and/or additions proposed to be
made by LESSEE. LESSEE may also, at its own expense, install such
counters, racks, shelving, fixtures, fittings, machinery and
equipment upon or within the leased premises as LESSEE may consider
necessary to the conduct of its business. At any time prior to the
expiration or earlier termination of this lease, LESSEE may remove
any or all such alterations, additions, or installations in such
manner as will not substantially injure the leased premises. In
the event LESSEE shall elect to make any such removal, LESSEE shall
restore the premises, or the portion or portions affected by such
removal, to the same condition as existed prior to the making of
such alterations, addition or installation, ordinary wear and tear,
damage or destruction by fire, flood, storm, civil commotion or
other unavoidable cause excepted. All alterations, additions or
installations not so removed by LESSEE shall become the property of
LESSOR, without liability on LESSOR's part to pay for the same.
Any person or persons employed by the said LESSEE in the making of
any alterations or improvements shall do so at his own risk, and
LESSEE has no authority to do anything in relation to the premises
leased which will give any person or persons the right of a
mechanic's or other lien on said premises, or any part thereof.
And it is expressly agreed between the parties hereto
that any indulgence in not enforcing prompt payment of any
installment of rent when due, or any other indulgence or deviation
from the condition herein granted to the said LESSEE by said
LESSOR, shall not be construed as waiving any of the conditions or
stipulations herein, and the same shall continue thereafter in as
full force and effect as though such indulgence has not been
granted.
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And, if at any time during the continuance of said lease
the LESSEE shall fail to comply with any of the terms, covenants
and conditions herein contained, the said LESSOR, its heirs,
administrators, executors or assigns, shall have the right to re-
enter and possess the premises aforesaid, the same as though this
lease had not been made provided, however, that LESSOR shall notify
LESSEE promptly in writing of any default under this lease,
whereupon LESSEE shall be entitled to fifteen (15) days from
receipt of said notice in which to cure the default before the
provisions of this paragraph becomes operative.
It is expressly agreed between the parties hereto that at
the expiration of this lease, or any renewal thereof, should the
LESSEE hold over for any reason and the LESSOR accept the payment
of any rent covering any period of time beyond the term of this
lease, or any renewal thereof, then, in the absence of any written
agreement to the contrary, continuance by the LESSEE hereunder
shall be on a month-to-month basis only.
The LESSEE hereby covenants that it will not make or
suffer any use or occupancy of the leased premises contrary to the
laws of the States or cities referred to in "Schedule "A", now or
hereafter, in force.
LESSEE agrees to pay all utility bills and fees.
LESSOR agrees to make the following alterations on the
premises at it's expense prior to LESSEE taking possession.
It is also agreed that if all or any part of the premises
is taken by or sold under threat of appropriations, this lease will
terminate as of the date of such taking or sale. The entire award
or compensation paid for the property taken or acquired and for
damages to residue, if any, will belong entirely to LESSOR, and no
amount will be payable to LESSEE.
LESSEE agrees to pay all property taxes and any related
state and local service fees (i.e., fire service). LESSEE will
also pay and maintain insurance on the premises and upon request by
the LESSOR will show proof of insurance coverage. LESSEE will also
pay or be responsible for all maintenance of the building.
LESSOR and LESSEE agree that all of the provisions hereof
are to be construed as covenants and agreements, as though the word
imparting such covenants and agreements were used in each separate
paragraph hereof, and should any term or provision of this lease be
held to be invalid or unenforceable, then the remainder of this
lease shall not be affected thereby, and each term and provision
shall be valid and enforceable to the fullest extent permitted by
law.
It is further understood and agreed that the LESSOR shall
not be liable for any damage, loss or injury which may be sustained
or suffered by the said LESSEE or by any third party or parties to
it or to their person or property while on said premises, not for
any damage or loss to the property of the LESSEE situate in said
leased premises, except insofar as said loss, damage or injury may be
occasioned by the negligence of the LESSOR, its servants, agents or
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representatives, while upon said premises, and said LESSEE is to
be responsible for and to indemnify and save harmless the LESSOR of
and from any and all loss, damage, injury, fines, suits,
proceedings, claims, demands and actions of any kind or nature, of
anyone whomsoever arising or growing out of or in any wise
connected with the occupancy or use of said premises, except as
hereinabove expressly excepted.
This lease shall be binding upon the parties hereto,
their heirs, successors, administrators and assigns.
This lease supercedes and replaces all real estate
leases between West Rentals, Inc. and Valley National Gases, Inc.
IN WITNESS WHEREOF, the parties hereto have set their
hands on the day and year first above written.
WITNESSETH:
BY:
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VALLEY NATIONAL GASES, INC. LESSEE
BY:
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WEST RENTAL, INC. LESSOR
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SCHEDULE "A"
LOCATION
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Friendly
Wheeling Main
Wheeling Sales
Wheeling Fire
Wheeling Fuel Dock
Altoona
Ashland
Xxxxxxx
Charleston
Wheeling Cooey
Cranberry
Fairmont
Greensburg
Indiana
Johnstown
Wheeling Kalot
New Castle
Marietta
Parkersburg
Philipsburg
Prestonsburg
Punxsutawney
Steubenville
West Mifflin
Zanesville
Fort Pitt
Carrollton
Charleroi
Bluefield
Huntington
Cambridge
Uniontown
Xxxxxx
Spruce Way, Pittsburgh
Cincinnati
