5
EX-10.5.o
C:\My Xxxxxxxxx\XX\Xxxxxxxxxx Xxxxxxxxx 0000-x0.xxx
#3461 - Boca Raton, Florida
EXTENSION AND AMENDMENT AGREEMENT
THIS EXTENSION AND AMENDMENT AGREEMENT ("Agreement") made as of the ____
day of November, 2001, by and between Kin Properties, Inc. as agent for Xxxxx
Xxxxxxxxx as trustee of Aneff Trust and Xxxxx Xxxxxxxxx as trustee of
Fundamentals Company Trust ("Landlord") and Manchester Technologies, Inc.,
formerly known as Manchester Equipment Company, Inc. ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord is successor-in-interest to Spanish River Executive
Plaza, Ltd. a/k/a Century Plaza, a Florida limited partnership and is the owner
of the property commonly referred to as 000 XX Xxxxxxx Xxxxx Xxxxxxxxx in Boca
Raton, Florida ("Building");
WHEREAS, Tenant presently occupies certain space within the Building
pursuant to that certain Office Lease Agreement dated October 1, 1997 ("Lease");
and
WHEREAS, the Lease expires by its terms on November 30, 2002; and
WHEREAS, the parties desire to modify the terms of the Lease in
accordance with the agreements set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. The recitals are incorporated by reference.
2. The defined terms used in the Lease are also being used in this
Agreement. In addition, "Original Term," shall mean the term commencing on
December 1, 1997 and continuing to December 31, 2007.
3. The Lease Term is extended and shall continue to and include December
31, 2007.
4. From and after January 1, 2002, the Premises shall mean Suites 220A,
220B and 230 ("New Premises"). During that period of time any reference in the
Lease to Premises shall mean the New Premises. Notwithstanding that the New
Premises do not include Suite 270, the Tenant shall be permitted to use Suite
270 as its address and Landlord shall continue to identify Tenant's location as
"Suite 270".
5. From and after January 1, 0000, Xxxxxxxx Xxxxx Xxxx shall mean 3,214
square feet of floor area.
6. From and after January 1, 2002, the Base Rental payable monthly, in
advance on the first day of each month throughout the applicable period, shall
mean:
Annual Period Annual Base Rental Monthly Base Rental
January 1, 2002 to December 31, 2002 $48,210.00 $4,017.50
January 1, 2003 to December 31, 2003 $50,138.40 $4,178.20
January 1, 2004 to December 31, 2004 $52,143.94 $4,345.33
January 1, 2005 to December 31, 2005 $54,229.69 $4,519.14
January 1, 2006 to December 31, 2006 $56,398.88 $4,699.91
January 1, 2007 to December 31, 2007 $58,654.84 $4,887.90
Tenant shall be relieved of the obligation to pay Base Rental for the
months of January and February, 2002, provided that Tenant is not then in
default under any of the terms of this Lease. Should an event of default exist
during any portion of such period, the obligation to pay such Base Rental shall
be reinstated immediately.
7. If the Lease shall be in force and effect on the expiration of the
Original Term, and Tenant is not in default hereunder, both (a) at the date of
exercise, as hereinafter provided, and (b) on the date of expiration of the
Original Term, and has complied fully with all of the conditions contained
herein, the Tenant may elect to renew this Lease for a period of five (5) years
(the "Renewal Term"), commencing on the first day of January, 2008, and
terminating on the 31st day of December, 2012, upon the same terms and
conditions as set forth herein except as to the Annual and Monthly Base Rental
payable during the Renewal Term which shall be calculated as set forth in
Paragraph 8 below. To exercise the election for the Renewal Term, Tenant shall
give the Landlord notice in writing of the election at least nine (9) months and
not more than twelve (12) months prior to the expiration of the original term,
which notice shall be accompanied by a current financial statement of Tenant
prepared by a licensed certified public accountant and signed and certified to
be true and correct. Time shall be of the essence with respect to the exercise
of the Renewal Term.
8. In the event the Tenant exercises its option for the Renewal Term,
then, in such event, Tenant shall pay to landlord, without previous demand
therefor and without any delay, defense, set-off or deduction whatsoever, a
minimum rental at the following annual rates for the period as set forth below,
payable in advance on the first day of each calendar month throughout the
applicable period as follows:
Annual Period Annual Base Rental Monthly Base Rental
January 1, 2008 to December 31, 2008 $61,.001.03 $5,083.42
January 1, 2009 to December 31, 2009 $63,441.07 $5,286.76
January 1, 2010 to December 31, 2010 $65,978.71 $5,498.23
January 1, 2011 to December 31, 2011 $68,617.86 $5,718.16
January 1, 2012 to December 31, 2012 $71,352.57 $5,946.88
9. From and after January 1, 2002, Tenant shall be obligated to
reimburse Landlord for Tenant's Pro Rata Share of Operating Expenses as set
forth in Paragraphs 7(a), (b), (c), (d) and (e) of the Lease. For such period,
Paragraphs 7(a), (b), (c), (d) and (e) are reinstated in the Lease as if they
had not been deleted, with the following exceptions:
A. The first full paragraph of Paragraph 7 is deleted in its entirety.
B. Tenant's Pro Rata Share of Operating Expenses shall be equal to
8.686%.
C. Paragraph 7(g) is deleted in its entirety.
D. The current rate of reimbursement to Landlord for real estate taxes is
$2.06 per square foot, payable on a monthly basis, and will be
adjusted, as provided therein.
E. The current rate of reimbursement to Landlord for Operating Expenses
is $3.50 per square foot, payable on a monthly basis, and will be
adjusted, as provided therein.
F. Payments for reimbursements of real estate taxes and other Operating
Expenses at the rates set forth in this Agreement shall commence
January 1, 2002.
10. The Security Deposit held by Landlord pursuant to Paragraphs 1(o) and
38 shall continue to be held by Landlord; provided, however:
A. Landlord, provided Tenant is not then in default under the
terms of the Lease, shall credit Tenant with a setoff of $3,981.18
against its March 1, 2002 installment of Monthly Base Rental, so that
the actual payment due and payable for March 1, 2002 shall be $36.32,
and the Security Deposit shall be reduced to $4,258.55; and
B. Landlord reserves its right to inspect the Premises after
Tenant's relocation from Suite 270 to the New Premises. In the event
that Suite 270 is left in any condition other than "Broom Clean,"
Landlord shall give notice to Tenant that such condition exists. Tenant
shall then have a period of five (5) days from the date of such notice
to correct such condition ("Correction Period"). In the event Tenant
has not corrected the condition at the end of the Correction Period,
Landlord may deduct from the Security Deposit, the cost and expenses of
placing Suite 270 in Broom Clean condition. To the extent, if any, of
any such deduction, Tenant shall deposit additional sums to reinstate
the full Security Deposit.
11. Notices to each party under the Lease shall be given as follows:
To the Landlord:
Kin Properties, Inc.
185 NW Spanish Xxxxx Xxxxxxxxx
Xxx 000
Xxxx Xxxxx, Xxxxxxx 00000
With a copy to:
Xxxxx X. Xxx
Xxx Properties, Inc.
185 NW Spanish Xxxxx Xxxxxxxxx
Xxx 000
Xxxx Xxxxx, Xxxxxxx 00000
To the Tenant:
Manchester Technologies, Inc.
000 XX Xxxxxxx Xxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
With a copy to:
Manchester Technologies, Inc.
00 Xxxxxx Xxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000
12. Tenant accepts the New Premises in "as-is" condition with no
agreement by Landlord to provide any remodeling or other work therein, with the
following exception:
a. If so required by local building codes, Landlord will complete the
existing demising wall to the bottom of the roof deck; and
b. Landlord will baffle any HVAC units which are shared with another
tenant of the Building, so that Tenant has exclusive use of any such unit.
13. For the purposes of Paragraph 9(b) of the Lease, Landlord approves
Tenant's plan for leasehold improvements prepared by Xxx Gilganbach as set forth
on Exhibit A attached hereto and made a part hereof.
14. In the event of any conflict between the terms, provisions, and
covenants of this Agreement and the terms, provisions, and covenants of the
Lease, the terms and conditions of this Agreement shall govern. Except as
amended hereby, the terms, provisions and covenants of the Lease are hereby
ratified by Landlord and Tenant and shall remain in full force and effect.
15. This Agreement may be executed in any number of counterparts, each of
which, when taken together, shall constitute one (1) signed original.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals and caused these presents to be signed by their appropriate corporate
officers to be effective as of the day and year first written above.
Witness: (as to Manchester) KIN PROPERTIES, INC., as agent for
Xxxxx Xxxxxxxxx as trustee of Aneff
Trust and Xxxxx Xxxxxxxxx as trustee
of Fundamentals Company Trust
s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
By: s/Xxxxxxx Xxxxxxxxx
s/ Xxxxxx Xxxxxx -----------------------
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Name: Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxx
Title: President
Witness: (As to Xxx Properties, Inc.) MANCHESTER TECHNOLOGIES, INC.
s/ Xxxxx Xxx
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Name: Xxxxx Xxx
By: s/Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Name: s/ Xxxxx Xxxxxxx Title: President
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Name: Xxxxx Xxxxxxx
