V.C., Inc. - Lease N0. 101
Revised: January 8, 1990
LEASE AGREEMENT
THIS LEASE AGREEMENT made and entered into this 4th day of December, 1990, by
and between XXXXXX X. XXXXXXXX TRUST by it's Agent, Vansu Company hereinafter
called "Landlord", and Tri-Star Aerospace, Inc. hereinafter called "Tenant".
WITNESSETH: That Landlord for and in consideration of the agreed rents to be
paid and in consideration of the other covenants and agreements hereinafter
recited to be kept and performed, does hereby lease, let and demise unto
Tenant the following real property and premises, hereinafter called "Leased
Premises", on the terms and conditions recited:
1. DESCRIPTION OF LEASED PREMISES: 00000 Xxxx Xxxx Xxxxxx, Xxxxx,
Xxxxxxxx 00000 Consisting of 7500 square feet (more or less) office/warehouse
space
2. TERM OF LEASE AND USE: TO HAVE AND TO HOLD the said described
property and Leased Premises unto the said Tenant, its successors and
assigns, for the term of two (2) years commencing on the 1st day of December,
1990. Tenant warrants that the use of the Leased Premises shall only be for
the conduct of its principal business which is described as follows:
Aerospace Hardware and Fittings
3. RENTAL AND SECURITY DEPOSIT: Tenant agrees to pay Landlord as rent
for said Leased Premises the total sum of Thirty Thousand Four Hundred
Dollars ($30,400.00). Additionally Tenant shall pay Landlord as a security
deposit for said Leased Premises the sum of a $1,600.00 all payments of rent
and the security deposit to be made in accordance with the provisions of
Exhibit "A" attached hereto and made part hereof.
4. ASSIGNMENT AND SUBLEASE: This Lease Agreement shall not be assigned
or the property subleased in whole or part without written consent of Landlord
first obtained. Provided, however, Landlord agrees that consent to any such
assignment or sublease shall not be unreasonably withheld, provided the use of
the property is the same type of use being made of the property by Tenant
hereunder and provided further that Tenant shall remain liable for the full
performance of the Tenant's obligations under this lease.
5. LIABILITY: Tenant agrees to defend, save and hold Landlord harmless
from any and all claims, judgments, liabilities or demands of any person or
persons whomsoever arising out of or connected with the use of said Leased
Premises by the Tenant and the operation of its business there. Tenant agrees
to carry and maintain employer's liability and public liability insurance in
the amount of $1,000,000.00 to protect both Tenant and Landlord from any
liabilities or legal exposure contemplated in this paragraph. Tenant agrees
to furnish Landlord a copy of said insurance policy or a certificate
evidencing issuance of a policy of such insurance upon request. Tenant's
policy of insurance shall further provide for waiver of subrogation rights
(by Tenant's Insurer) as against Landlord.
6. TAXES AND INSURANCE: Tenant shall pay to Landlord, as additional
rent for each calendar year, (except for the base year) its pro rata portion
of the amount paid by Landlord in that calendar year for insurance premiums
and general real property taxes which are in excess of the amount paid for
insurance premiums and general real property taxes in the base year. The base
year shall be the year in which this Lease is executed.
Tenant shall pay that portion of such excess insurance premiums and
general real property taxes which shall be calculated by multiplying said
excess by a fraction, the numerator of which shall be the gross square foot
area of the premises demised to the Tenant, and the denominator of which
shall be the gross square foot area of all of the buildings in Xxxxxxx "M"
Warehouse consisting of *. Tenant shall also pay a portion, computed in the
manner above, of any special taxes or special assessments levied or assessed
at any time during the term against the land and improvements on the
property. The charges provided for in this Section shall be paid within ten
(10) days after demand therefor is made by Landlord.
7. CONDITION OF PREMISES: Tenant represents and acknowledges that it
has inspected the Leased Premises prior to execution of this Lease Agreement
and found same clean and in good repair unless otherwise specified in writing
under the Clause "Special Conditions". * 150,000 square feet
8. MAINTENANCE AND REPAIR:
A. Landlord will keep the exterior of the Leased Premises, except doors,
windows and glass, in repair. Landlord shall not repair any damage
caused by the negligence of the Tenant or its agents, servants,
employees, customers, licensees or invitees. Landlord shall be under
no other liability for repair, maintenance, alteration, or other
action with reference to the Leased Premises or any other part
thereof, or any plumbing, heating, electrical, air conditioning, or
other mechanical installation therein, except (1) that Landlord agrees
to repair any latent defects appearing on the premises within ninety
(90) days after occupancy of the same by Tenant; and provided further
that Landlord shall during the period of written warranty given by
manufacturer or supplier of any air conditioning or heating equipment
request the same to be repaired by the manufacturer or supplier upon
the request of Tenant.
B. Tenant hereby agrees to keep the interior of the Leased Premises, and
all doors, windows and glass, together with all electrical, plumbing
and other mechanical installation therein, in good order and repair,
and will make all replacements thereto at its own expense, and will
replace all light bulbs needing replacement in the Leased Premises.
Landlord shall not be liable to Tenant for any damage in the leased
premises due to the backing up of any drains or any water leaks.
Tenant will surrender the Leased Premises at the expiration of the
term or at such other time as it may vacate the Leased Premises in as
good a condition as when received, excepting depreciation caused by
ordinary wear and tear.
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C. The Landlord shall initially furnish heating and air conditioning
equipment to the Leased Premises. The Tenant shall cause this
equipment to be serviced no less than semiannually or at such greater
frequency as the nature of its business may require. In the event such
service is not provided by the Tenant, the Landlord shall have the
right to schedule the servicing to be done by a serviceman or
contractor selected by Landlord and to charge the cost of the
service to the Tenant or, at the option of the Landlord, xxxx and
collect the service charge from the Tenant. All heating and air
conditioning equipment is the property of the Landlord and at the
termination of this Lease Agreement, the Tenant shall not have the
right to remove said equipment. Landlord shall have exclusive control
over and exclusive use of the roof of the Leased Premises.
D. Tenant specifically agrees that in addition to the other repairs under
the terms of this Lease Agreement, it will, at its sole cost and
expense, promptly repair all exterior doors and exterior metal panels
of the Leased Premises immediately after any of said doors have
sustained any type of damage. Should Tenant fail to repair any damaged
door within ten (10) days after receiving written notice from Landlord
requesting such repairs to be made, then Landlord shall have the right
to hire such parties as Landlord deems appropriate to repair said
exterior doors and exterior metal panels, at Tenant's sole cost and
expense. The Tenant will reimburse Landlord for any such costs of such
repairs within ten (10) days after receiving written notice from
Landlord of cost of such repairs.
9. LIENS: Tenant shall at all times keep the Leased Premises free and
clear of any liens, charges and claims because of any act or omission to act
on the part of Tenant in connection with the maintenance and repair of the
premises and likewise shall keep the Leased Premises free and clear of any
liens, charges and claims by reason of the acquisition of Tenant, and the
installation therein, of any fixtures and equipment; and if any such liens,
charges or claims are made or filed against said Leased Premises, Tenant
agrees to promptly discharge the same and furnish Landlord evidence thereof.
10. CLEAN UP:
10.A Tenant agrees, at Tenant's cost and expense, to keep or cause to be
kept its Leased Premises, the exterior area adjacent to the Leased Premises,
and the adjacent parking areas, (assigned to Tenant) clean and free of litter
and other debris, provided, however, should Tenant fail to keep its Leased
Premises and other areas and adjacent parking areas free of litter and other
debris then Landlord, after notice, shall have the right to clean up Tenant's
Leased Premises and other areas or cause the same to be cleaned and charge
the cost of same to Tenants by appropriate billing therefor. Final clean-up
at the termination of this Lease Agreement shall be completed to Landlord's
satisfaction as evidenced in writing prior to termination date of this Lease
Agreement. Tenant shall be obligated to pay rent as a hold-over tenant until
the Leased Premises and exterior area adjacent to the Leased Premises have
been cleaned, whether the cleaning is performed by the Tenant or by the
Landlord. If the cleaning is performed by the Landlord the Tenant shall pay
all cleaning costs within ten (10) days after receiving notice from Landlord
of the cost of such repairs.
10.B Tenant hereby agrees not to engage in any activity, or produce or
store upon the Leased Premises any such goods or equipment which would cause
or allow for any hazardous waste or materials, or in any manner place the
Building or any of its tenants in any danger whatsoever. If, at any time,
Landlord discovers that the Tenant's use or occupancy of the Leased Premises
has caused or allowed any hazardous waste or materials on the Property or
endangered the Building or any of its tenants then this Lease Agreement will
immediately terminate as specified in Paragraph 16, and Tenant shall, at its
sole cost and expense, immediately commence and complete cleanup and removal
as required by all of the applicable governmental regulations and agencies,
and to the satisfaction of the Landlord. Further, Tenant shall indemnify and
hold Landlord harmless for any claim, action, expense (including all attorney
fees for an attorney hired by Landlord, and all costs incurred in any dispute,
fine, or damage in connection with any of the above being found.
11. INSURANCE AND OBLIGATION TO REPAIR AND RESTORE: If the Leased
Premises shall be damaged by fire, the elements, unavoidable accident or
other casualty, and is not thereby rendered untenantable, in whole or in
part, Landlord shall promptly, at Landlord's own expense, cause such damage
to be repaired and the rent shall not be abated: if by reason of such
occurrence, the Leased Premises shall be rendered untenantable only in part,
the Landlord shall promptly, at Landlord's own expense, cause the damage to
be repaired and minimum rent meanwhile shall be abated proportionally as to
the portion of the Leased Premises rendered untenantable, if by reason of such
occurrence the Leased Premises should be rendered wholly untenantable, the
Landlord shall promptly, at Landlord's own expense, cause such damage to be
repaired, and the minimum annual rent meanwhile shall be abated in whole,
unless within thirty (30) days after such occurrence Landlord shall give the
Tenant written notice that the Landlord has elected not to reconstruct the
destroyed Leased Premises, in which event this Lease Agreement and tenancy
hereby created shall cease as of the date of said occurrence, all rentals to
be adjusted as of such date. If the Leased Premises shall be damaged by fire,
the elements, unavoidable accident or other casualty, and are thereby
rendered wholly untenantable, following which the Landlord does not commence
diligent restoration of said damages within sixty (60) days after such
occurrence of damages, then, in such event, the Tenant shall have the right,
at Tenant's option, to declare this Lease Agreement canceled by giving
appropriate written notice to the Landlord within ten (10) days first
following said sixty (60) day period, following which this Lease Agreement
and tenancy hereby created shall cease as of the date of occurrence of said
damages, all rentals to be adjusted as of such date. Tenant shall acquire,
install, and service such fire extinguishers as are necessary to comply with
the Tulsa City Codes.
12. UTILITIES: Tenant agrees to promptly pay and discharge all water,
light, heating, gas, refuse collection and disposal, and other utility bills
incurred from date of occupancy by Tenant to date of lease termination and
vacation of the premises by Tenant, together with all other operating expense
connected with its use and occupance of the Leased Premises, including the
payment of all taxes levied and assessed against Tenant's personal property,
fixtures, equipment and inventory.
13. SURRENDER OF LEASED PREMISES: ADDITIONS, ALTERATIONS AND
MODIFICATIONS: At the expiration of the lease term or any extensions or
renewals of this Lease Agreement, Tenant agrees to surrender possession of
the Leased Premises to Landlord in as good a state of repair and condition as
at the date of initial possession hereunder by Tenant, reasonable wear and
tear alone excepted. Reasonable wear and tear is limited to that which is
normal for a quality office/warehouse facility and is further defined in
Exhibit "B" annexed herein. Tenant shall make no additions, alterations or
modifications to the Leased Premises (including painting of the interior
walls and floors of the building) without the prior written consent of the
Landlord, and Landlord may require Tenant to submit written plans and
specifications for its approval. All additions, alterations or modifications
made to the Leased Premises by the Tenant (after obtaining Landlord's written
consent) shall be made at the sole cost and expense of Tenant. All additions,
alterations and modifications shall, at the time of installation, become the
sole
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property of the Landlord and shall be left as a part of the Leased Premises
at the end of the term of this Lease Agreement. Provided, however, Landlord
shall have the right at the end of the lease term to require the Tenant to
remove any or all improvements made to the Leased Premises and restore the
Leased Premises to the condition it was in at the beginning of the lease
term, reasonable wear and tear alone excepted. Such removal and restoration,
if required, shall be made at the sole cost and expense of the Tenant. Tenant
shall, at the end of this Lease Agreement, have the right to remove any trade
fixtures from the Lease Premises which have not been affixed to the Leased
Premises so as to become a part of the realty. However, any damage caused to
the building in removing said trade fixtures shall be repaired at the sole
cost and expense of the Tenant.
14. CONDEMNATION: In the event that the entire Leased Premises shall be
taken in condemnation proceedings or by exercise of any right of eminent
domain for public or quasi-public use, this Lease Agreement shall terminate
as of the date of said taking and all unearned rent and other charges paid in
advance shall be refunded to the Tenant after deducting any charges owed by
Tenant to Landlord and the Tenant shall surrender possession of the Leased
Premises to the Landlord. In the event a portion of the Leased Premises shall
be taken by such proceedings, the Landlord shall have the option to terminate
this Lease Agreement or make a proportionate reduction of rent during the
remainder of the lease term. The award for such taking shall belong to the
Landlord; except that the Tenant shall be entitled to make a claim in its own
name to the condemning authority for the value of any furniture, trade
fixtures, trade equipment, merchandise or personal property of any kind
belonging to the Tenant, and not forming a part of the real estate, or for
the cost of moving all of the same or for moving such business as is
necessary.
15. BANKRUPTCY OR RECEIVERSHIP: Should Tenant make an assignment for
the benefit of creditors or a receiver be appointed or bankruptcy proceedings
be instituted by it or against it, then any of such events shall, at the
option of Landlord, operate forthwith to cancel and hold this Lease Agreement
for naught, and Lessor shall, after notice, be entitled to immediate
possession of the Leased Premises.
16. DEFAULT: It is expressly covenanted and agreed that in the event
the Tenant vacates or abandons the Leased Premises during the term of the
Lease, or defaults at any time in any term of this Lease or in the payment of
any rent or other payment herein provided for, then, in any of such events
and without further notice the Landlord at its option may declare this lease
terminated and all accrued and unaccrued rentals immediately due and payable,
and with or without legal process enter into and upon the Leased Premises,
repossess the same and expel the Tenant, or any other occupant therefrom, it
being expressly agreed by the Tenant that time is of the essence hereof and
the Tenant expressly waives all notice of non-payment of rent or termination
of the Lease Agreement or demand for possession or demand for rent, and
further provided that such lease termination, re-entry and expulsion of the
Tenant or other occupancy whether by legal process or otherwise, shall be
without prejudice to the right of the Landlord to xxx and collect the accrued
and unaccrued rental of for the breach of any other covenant herein
contained. In the event of any such default the Landlord may, at its option,
without forfeiting any accrued or unaccrued rentals due the Landlord, enter
into possession and relet the Leased Premises or any part thereof and the
Tenant agrees to further pay all of Landlord's attorney's fees and to pay for
all costs of redecorating, remodeling, leasing fees or any costs of such
re-letting. Any re-letting or re-entry and expulsion of the Tenant shall in
no manner relieve the Tenant of the obligation to immediately pay all accrued
and unaccrued rental due under this Lease Agreement, provided, however, that
in the event the Landlord receives from the Tenant all of such accrued and
unaccrued rental, whether by judgment or otherwise, and further finds a
tenant suitable to the Landlord during the remaining term of this Lease
Agreement, then at the conclusion thereof the Landlord shall remit back to
Tenant any excess rentals received hereunder, less any charges incurred by
reason of such default of the Tenant, including the aforesaid redecorating,
remodeling, leasing fees and attorney's fees. In any event, if Tenant
defaults in the performance of any of the terms, covenants, agreements or
conditions contained in this Lease Agreement, and the Landlord places the
enforcement of this Lease Agreement, or any part hereof, or the collection of
any rent or charge due, or to become due, or the recovery of the possession
of the Premises, in the hands of an attorney, the Tenant agrees to pay the
reasonable attorney fees of Landlord; plus all the actual costs of
enforcement or collection, including but not limited to expert witness fees
and charges, all copying expenses and laboratory tests. All property of the
Tenant, including property otherwise legally exempt from levy and execution
in or upon the Leased Premises is now and shall be bound for and subject to
the payment of all rent and other sums herein agreed to be paid, whether due
or not, and such sums shall be and do hereby constitute a lien upon all of the
property of Tenant in or upon the Leased Premises and such lien of the Landlord
upon the property of the Tenant, as hereinabove set forth, may be foreclosed
by selling the same at public or private sale, with or without notice at the
option of the Landlord.
Any re-entry or re-letting under the provisions hereof shall not work a
forfeiture of the rent or other agreements to be performed by the Tenant
hereunder during the full term of this lease agreement. The foregoing rights
and remedies hereinabove given to the Landlord are and shall be deemed to be
cumulative and the exercise of one shall not be deemed to be an election
excluding the exercise by the Landlord at any other or different time of a
different or inconsistent remedy and shall be deemed to be given to said
Landlord in addition to any other and further rights given to said Landlord or
granted to said Landlord by the terms of any paragraph hereof or by law and
the failure upon the part of Landlord at any time to exercise any right or
remedy hereby given to it, shall not be deemed to operate as a waiver by it of
its right to exercise such right or remedy at any other future time.
In the event of default by Tenant of any of the terms and conditions of
this Lease Agreement, or the addendums attached hereto, then, interest at
the highest rate allowed by law in the state of Oklahoma shall accrue on any
amounts due or which will become due, including all costs and attorney fees.
17. HOLDING OVER: If Tenant remains in possession of the Leased
Premises after the expiration of this Lease Agreement, such continued
possession shall, if rent is paid by Tenant and accepted by Landlord, create
a month-to-month tenancy on the terms herein specified, and said tenancy may
be terminated at any time by either party by thirty (30) days written notice
to the other party. Tenant agrees that in the event Tenant becomes a
hold-over Tenant in accordance with this Paragraph, all of the same terms and
conditions of this Lease Agreement shall apply except the monthly rent to be
paid shall be one hundred fifty percent (150%) of the monthly rent which was
in effect during the last month of this Lease Agreement and any renewals and
addendums hereto immediately preceding the month Tenant becomes a hold-over
Tenant.
18. RIGHT TO INSTALL SIGNS: Tenant shall not install any sign without
Landlord's approval.
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19. PARKING: COMMON AREAS; INGRESS AND EGRESS: Landlord shall repair
and maintain the parking areas at Landlord's cost and expense, except damage
resulting from Tenant's forklifts, trucks, semi-trailers, dolly wheels,
tracked vehicles, and fuel, oil or acid spillage, all of said damages and
other damages caused by the Tenant or the Tenant's employees, guests,
customers, deliverymen or licensees, shall be repaired by Tenant at Tenant's
expense.
20. NOTICE: Any notice provided for herein shall be given by mail,
postage prepaid, to the Landlord at the address to which the rent is then
being mailed, and to the Tenant, at the Leased Premises. The place to which
notices are to be made may be changed by written notice from time to time
from one party to the other party.
21. COVENANT NOT TO WASTE: The Tenant covenants not to commit nor to
permit any waste whatever and will, free of expense to Landlord, when
required by the Landlord, when required by the proper authorities or
Landlord, xxxxx all nuisances whether public or private.
22. RULES AND REGULATIONS: The Rules and Regulations attached hereto
and marked Exhibit "B" are made a part of this Lease Agreement as if fully
herein set forth and are material terms of this Lease Agreement. Tenant, its
employees, agents and visitors, shall observe and abide by them and by such
other and further reasonable Rules and Regulations as Landlord may prescribe
which, in its judgment, are needful for the reputation, safety, care or
cleanliness of the Building or Leased Premises, or the operations and
maintenance thereof and the equipment therein, or for the comfort of Tenant
and the other tenants of the Building. Landlord, however, shall have the right
to change said rules and waive in writing any or all of said rules in the
case of any one or more tenant. All such Rules and Regulations are of the
essence hereof without which this Lease Agreement would not have been entered
into by the Landlord, and any breach of any provision of the Rules and
Regulations by the Tenant shall constitute a default hereunder.
23. FORCE MAJEURE: Except with respect to the obligation of Tenant to
pay rental, after this Lease Agreement shall have commenced, the time for
performance of other matters set forth herein may be delayed for the period
or periods of interference therewith or delay thereof caused by strikes,
unusual climatic conditions, act of God or war, or by conditions and
situations not reasonably within control of either of the parties hereto.
24. RIGHT OF OCCUPANCY: Landlord agrees to furnish the Leased Premises
described in paragraph 1, subject to the terms and conditions described
herein; however, it shall be the responsibility of the Tenant to obtain the
necessary occupancy permits required by Local, State and Federal Agencies and
Tenant shall be solely responsible for any modifications or changes required
to obtain such permits.
In the event Tenant fails to perform any obligation under the terms of
this Lease Agreement (including but not limited to cleaning in and around the
Leased Premises and repairing damages to the Leased Premises) and Landlord
elects to perform Tenant's obligation, then Landlord shall have the right to
collect from the Tenant the actual costs incurred in performing such
obligations together with the Landlord's costs of any of Landlord's employees
time spent in connection therewith and 20% of all amounts described above to
compensate Landlord for overhead and profit.
25. BINDING EFFECT AND SPECIAL CONDITIONS:
25.1 This Lease Agreement and the terms, covenants and provisions
hereof, shall inure to the benefit of and be binding upon the
successors and assigns of both parties hereto.
EXECUTED the day and year first hereinabove written.
XXXXXX X. XXXXXXXX TRUST by its Agent, VANSU COMPANY
By: /s/ X. X. Xxx Xxxxxxx
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"Landlord"
TRI-STAR AEROSPACE, INC.
By: /s/ R. P. Small CEO
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"Tenant"
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"Guarantor"
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TENANT ESTOPPEL CERTIFICATE
LEASED PREMISES; 00000 Xxxx Xxxx Xxxxxx
Xxxxx, Xxxxxxxx
DATE OF LEASE: December 4, 1990
DATE OF AMENDMENTS: May 25, 1995
NAME OF TENANT: Tri-Star Aerospace, Inc.
NAME OF OWNER: Xxxxxx X. Xxxxxxxx, Trustee of the
Xxxxxxx M Warehouse Trust
The undersigned ("Tenant") certifies as of the date of this Certificate the
following data as true and accurate:
1. The attached Lease, and any Amendments thereto, comprise a complete copy of
the entire Lease Agreement (please attach a copy of Lease and all Exhibits
and Addenda).
2. The Tenant's Lease, and any Amendments thereto (known collectively as the
"Lease"), are correctly identified by the date(s) stated above.
3. The commencement date of the Lease was September 1, 1995. The expiration
of the Lease is August 31, 2000.
4. The monthly base rent (not including any percentage rent or expense pass
through) presently payable under the Lease is $1,600.00, and such rent has
been paid through January 31, 1998.
5. The real estate property taxes payable by Tenant under the Lease are as
follows: the amount owed by the Tenant, is equal to the amount that the
property taxes incurred during each calendar year exceed the Base Year 1990
property taxes which were $24,701.00.
6. The Tenant has deposited with Landlord $1,600.00 as a Security Deposit
under the terms of the Lease.
7. The Lease is presently in full force and effect and has not been modified,
supplemented, or amended except as indicated on this Tenant Estoppel
Certificate. To the knowledge of the undersigned, Landlord is not in
default of any terms or conditions of said Lease and Tenant is not in
default of any terms or conditions of said Lease.
8. Tenant is in possession of Leased Premises and that the Leased Premises
is in conformity with that stated in the Lease.
9. Tenant has no option to purchase the Property or first right of refusal
(FRR) to purchase the Property in which the Leased Premises is situated.
10. The Lease is personally guaranteed by N/A.
11. The square footage of the Leased Premises used for the calculation of all
rental sums due and payable per the terms and conditions of the Lease is
approximately 7,500 square feet, and that the total square footage of the
Property is approximately 155,000 square feet.
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12. The statements contained herein are made for the purpose of verifying the
current status of the Tenant's Leasehold interest in Leased Premises and
may be relied upon by Landlord and any successor(s) and/or assignee(s) for
such purpose.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Vice President
Date: 12/24/97
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Acknowledgment:
I hereby acknowledge that I witnessed the execution of this document by Xxxxx
Xxxxxx on this ________ day of________ 19____.
By:
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TJO/jp 7006
