FIRST AMENDMENT TO LEASE
FIRST AMENDMENT TO LEASE
This
FIRST AMENDMENT TO LEASE
(this “Agreement”), made as of
the _____ day of September, 2021 (the “Effective Date”), by and
between REP 2035 LLC, a
Delaware limited liability company (“Landlord”), having its
principal office c/o Rechler Equity Partners, 00 X. Xxxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxx 00000, and SCIENTIFIC INDUSTRIES, INC., a Delaware
corporation (“Tenant”), having an
address at 00 Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000.
RECITALS
WHEREAS, 00 Xxxxxxx
Xxxxx Associates LLC, predecessor-in-interest to Landlord, and
Tenant entered into an Agreement of Lease, made as of August 5,
2014 (the “Original
Lease”), for the lease of 18,950 square feet of space
(the “Original
Premises”) in the building located at 00 Xxxxxxx
Xxxxx, Xxxxxxx, Xxx Xxxx (the “Building”);
and
WHEREAS, Landlord
and Tenant desire to amend the Original Lease so as to, among other
things, provide for (a) Tenant to lease from Landlord that certain
5,003 square feet of additional space located adjacent to the
Original Premises (the “5,003 Expansion
Premises”); such 5,003 Expansion Premises being
substantially as shown and marked as “Expansion Space”
on the Floor Plan annexed hereto as Exhibit “A”, and
(b) an extension of the Term of the Lease, as it relates to the
entire Demised Premises (as hereinafter defined), to and including
October 31, 2028; subject to and in accordance with the terms and
conditions of this Agreement.
NOW,
THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and
sufficiency of which being hereby acknowledged, the parties agree
as follows:
ARTICLE
I
Definitions
1.1 The
recitals are specifically incorporated into the body of this
Agreement and shall be binding upon the parties
hereto.
1.2 Unless
expressly set forth to the contrary and except as modified by this
Agreement, all capitalized or defined terms shall have the meanings
ascribed to them in the Original Lease.
1.3 The
term “Lease” shall mean and
refer to the Original Lease, as modified and amended by this
Agreement.
ARTICLE
II
Lease Modifications
The
Original Lease is hereby modified and amended as
follows:
2.1 Space.
Effective as of the 5,003 Expansion Premises Commencement Date (as
defined below), Paragraph 41 of the Rider to the Original Lease and
all other applicable provisions of the Original Lease are hereby
modified and amended as follows:
(A) Landlord
shall lease to Tenant, and Tenant shall hire and let from Landlord,
the 5,003 Expansion Premises, subject to all of the terms of the
Original Lease, as modified by this Agreement;
(B) Except
as may be otherwise indicated by the context of its usage, each
reference to the terms “demised premises” or
“Demised
Premises” in the Original Lease and this Agreement
shall mean the Original Premises together with the 5,003 Expansion
Premises;
(C) The
parties hereby stipulate and agree that such combined Demised
Premises shall be deemed to consist of 23,953 square feet, in the
aggregate; and
(D) The
term “Tenant’s
Proportionate Share” shall mean (i) 20.43% when used
in relation to the Original Premises only; or (ii) 5.40% when used
in relation to the 5,003 Expansion Premises only; or (iii) 25.83% when used
in relation to the entire Demised
Premises.
2.2 Term.
Effective as of the Effective Date of this Agreement, Paragraph 42
of the Rider to the Original Lease and all other applicable
provisions of the Original Lease are hereby modified and amended as
follows:
(A) The
Term of the Lease, as it relates to the 5,003 Expansion Premises
only, shall
commence on the date on which Landlord notifies Tenant that
Landlord has achieved Substantial Completion of the 5,003 Expansion
Work (as hereinafter defined) (the “5,003 Expansion Premises Commencement
Date”). “Substantial Completion”
as used herein, means when the only items of the 5,003 Expansion
Work needed to be completed are punchlist items, the non-completion
of which would not delay occupancy, including, without limitation,
such details of construction, decoration, mechanical adjustment or
installation which do not hinder or impede the use or occupancy of
the 5,003 Expansion Premises for its intended use; but if Landlord
shall be delayed in such “Substantial Completion” as a
result of (i) Tenant's changes to the plans or specifications
attached hereto as Exhibit A; (ii) Tenant's request for materials,
finishes or installations other than Landlord's standard; (iii) the
performance or completion of any work, labor or services by a party
employed by Tenant; (vi) Tenant's interference or failure to
reasonably cooperate with the performance of 5,003 Expansion Work
(including without limitation the execution of documents required
by the local municipality); (v) Tenant's failure to approve, or
approve subject to adjustments required to reflect the Rental Plan
annexed hereto as Exhibit A, final construction documents within
five (5) business days after submission thereof to Tenant for
approval; (vi) Tenant's failure to provide Landlord with finish
specifications for 5,003 Expansion Work within seven (7) days of
Landlord's delivery to Tenant of a fully-executed copy of this
Agreement; or (vii) Tenant's failure to pay the initial installment
of Rent (it being understood and agreed that Landlord shall not be
required to commence the performance of the 5,003 Expansion Work
until all such deliveries and payments have been made) (all such
delays being hereinafter referred to as “Tenant Delay”); then the
5,003 Expansion Premises Commencement Date shall be accelerated by
the number of days of such Tenant Delay (however, Landlord shall
not be obligated to deliver the 5,003 Expansion Premises to Tenant
and Tenant shall not have the right to occupy the 5,003 Expansion
Premises until the 5,003 Expansion Work is “Substantially
Completed”). Tenant waives
any right to rescind this Agreement or the Original Lease under
Section 223-a of the New York Real Property Law or any successor
statute of similar import then in force and further waives the
right to recover any damages which may result from Landlord’s
failure to deliver possession of the 5,003 Expansion Premises on
the scheduled 5,003 Expansion Premises Commencement Date.
Notwithstanding anything to the contrary contained herein, Landlord
shall use commercially reasonable efforts to complete any punchlist
items within
thirty (30) days of Substantial Completion,
provided same shall be reasonably capable of completion within such
timeframe. Landlord shall complete the 5,003 Expansion Work in
accordance with applicable law.
(B) The
Term of the Lease, as it relates to the 5,003 Expansion Premises,
shall expire on October 31, 2028 (the “Expiration Date”). The
Term of the Lease, as it relates to the Original Premises, is
hereby extended to and including the Expiration Date; it being the
express intention of the parties that, following the 5,003
Expansion Premises Commencement Date, the Term of the Lease as it
relates to the 5,003 Expansion Premises shall run co-terminously
with the Term of the Lease as it relates to the Original Premises.
Accordingly, unless otherwise indicated by the context of its
usage, each reference in the Original Lease or this Agreement to
the terms “Expiration Date,” or
otherwise to the scheduled date of expiration of the Lease, shall
hereafter mean and refer to October 31, 2028.
(C) Paragraphs
42(b) and 42(e) of the Rider to the Original Lease are hereby
deleted in their entirety.
(D) For
the avoidance of doubt, Tenant shall not be required to restore (i)
any work performed in the Demised Premises by Landlord; (ii) any
Alteration which Landlord did not inform Tenant in writing at the
time Landlord consented thereto that Landlord would require Tenant
to remove, repair or restore at the end of the Term; or (iii) any
cabling work in connection with the installation of telephone or
computer lines in the Demised Premises.
(E) Tenant
or its agents and/or contractors shall have a right to enter the
5,003 Expansion Premises subsequent to the commencement of the
5,003 Expansion Work but prior to the 5,003 Expansion Premises
Commencement Date in order for Tenant to install its telephone and
computer lines or furniture in preparation for Tenant’s
occupancy thereof, all of the provisions of this lease, except
Tenant’s obligation to pay Rent, shall govern such entry
(including without limitation, Tenant’s insurance and
indemnification obligations). Any such entry shall be subject to
prior notice to Landlord and Tenant’s satisfaction of the
conditions of this paragraph and such entry shall only permitted
with respect to the office portion of the 5,003 Expansion Premises.
Prior to entering the 5,003 Expansion Premises Tenant shall deliver
to Landlord (a) evidence of all insurance policies required to be
maintained by Tenant under this lease, (b) evidence of insurance
satisfactory to Landlord maintained by the contractors or vendors
entering the 5,003 Expansion Premises and (c) Tenant and any
contractors or vendors entering the 5,003 Expansion Premises on
behalf of Tenant shall have entered into an early access and
indemnity agreement on Landlord’s form attached hereto as
Exhibit B. Tenant shall coordinate Tenant’s (and/or
Tenant’s contractors and/or Tenant’s employees) entry
upon the 5,003 Expansion Premises and the performance of the
above-referenced installations (and the timing thereof) with
Landlord, and Tenant (and Tenant’s contractors and employees)
shall not interfere with Landlord’s performance of the 5,003
Expansion Work, if any, in entering upon the 5,003 Expansion
Premises and/or in performing such installations. In the event that
Tenant (and/or Tenant’s contractors and/or Tenant’s
employees) interferes with Landlord’s performance of the
5,003 Expansion Work, such interference shall be deemed a Tenant
Delay (in addition to those delineated herein).
2.3 Rent.
(A)
The Original Premises through the
Expiration Date.
(1) The
annual minimum rent (the “Rent”) for the Original
Premises shall continue to be payable in accordance with Paragraph
43 of the Rider to the Original Lease through January 31, 2025,
except that the Rent for December 2024 and January 2025 shall be
increased by $12,633.33 per month.
(2) The
Rent for the Original Premises from February 1, 2025 through the
Expiration Date shall be payable as follows:
From
February 1, 2025 to October 31, 2025, the Rent shall be
$152,803.26, payable in nine (9) equal monthly installments of
$16,978.14.
From
November 1, 2025 to October 31, 2026, the Rent shall be
$209,849.76, payable in equal monthly installments of
$17,487.48.
From
November 1, 2026 to October 31, 2027, the Rent shall be
$216,145.20, payable in equal monthly installments of
$18,012.10.
From
November 1, 2027 to October 31, 2028, the Rent shall be
$197,362.86, payable in equal monthly installments of $18,552.46
for each of the first ten (10) months and $5,919.13 for each of the
last two (2) months.
(B)
The 5,003 Expansion Premises from the
5,003 Expansion Premises Commencement Date through the Expiration
Date. Effective as of the 5,003 Expansion Premises
Commencement Date, the Rent for the 5,003 Expansion Premises shall
be payable as follows:
From
the 5,003 Expansion Premises Commencement Date through October 31,
2022, the Rent shall be $12,307.38 for the first month and
$4,102.46 for each succeeding month through October 31,
2022.
From
November 1, 2022 through October 31, 2023, the Rent shall be
$50,706.48 payable in equal monthly installments of
$4,225.54.
From
November 1, 2023 through October 31, 2024, the Rent shall be
$52,227.72, payable in equal monthly installments of
$4,352.31.
From
November 1, 2024 through October 31, 2025, the Rent shall be
$53,794.56, payable in equal monthly installments of
$4,482.88.
From
November 1, 2025 through October 31, 2026, the Rent shall be
$55,408.44, payable in equal monthly installments of
$4,617.37.
From
November 1, 2026 through October 31, 2027, the Rent shall be
$57,070.68, payable in equal monthly installments of
$4,755.89.
From
November 1, 2027 through October 31, 2028, the Rent shall be
$50,577.92, payable in equal monthly installments of $4,898.57 for
the first ten (10) months and two (2) installments of $796.11 each
for the last two (2) months.
(C) Rent
for the first month due with respect to the 5,003 Expansion
Premises in the amount of $12,307.38 shall be due simultaneously
with the execution and delivery of this Agreement.
2.4 Utilities.
(A) From and after the 5,003 Expansion Premises Commencement Date,
Tenant will furnish and pay for all utilities to the entire Demised
Premises (including both the Original Premises and the 5,003
Expansion Premises) in accordance with Paragraph 44(a) of the
Original Lease; provided, however, that water, sprinkler
supervisory and sewer service for the entire Demised Premises
(including both the Original Premises and the 5,003 Expansion
Premises) shall be provided and paid for in accordance with
Paragraph 44(b) of the Original Lease.
(B) As
of the Effective Date, Paragraph 44(a) of the Rider to the Original
Lease is hereby modified and amended to add the following two (2)
sentences to the end of the paragraph: “Tenant shall,
throughout the term of this lease, maintain all utility services to
the Demised Premises and keep the Demised Premises heated, cooled
and lighted. Landlord shall not be liable to Tenant for damages or
otherwise (i) if any utilities shall become unavailable from any
public utility company, public authority, or any other person or
entity supplying or distributing such utility, or (ii) for any
interruption in any utility service (including, but without
limitation, any heating, ventilation or air conditioning) caused by
the making of any necessary repairs or improvements or by any
cause, and the same shall not constitute a default, termination or
an eviction except to the extent the same arise from or in
connection with the gross negligence or willful misconduct of
Landlord or its employees, contractors, agents or representatives
and Landlord fails to cure same within a commercially reasonable
time period.”
2.5 Common
Area Maintenance.
(A) Through
the 5,003 Expansion Premises Commencement Date, Tenant shall
continue to pay Tenant’s Proportionate Share of
Landlord’s Cost in accordance with the provisions of the
Original Lease, specifically including, without limitation, the
provisions of Paragraph 47 thereof.
(B) With
respect to periods from and after the 5,003 Expansion Premises
Commencement Date, the definition of the term “Base CAM
Charge” in Paragraph 47 of the Original Lease shall be deemed
to have been modified and amended so as to delete therefrom the
reference to the amount “$852.75” and replace same with
a corresponding reference to the amount “$1,077.89.”
The parties hereby agree that the Base CAM Charge is included in
the Rent set forth in Section 2.3 of this Agreement.
(C) With
respect to all periods from and after the Effective Date, the
applicable provisions in Paragraphs 47 and 48 of the Original Lease
shall be deemed to have been modified, amended and clarified so as
to provide that the removal of snow and ice from the stairways and
sidewalks adjacent to the Demised Premises shall be the
responsibility of Tenant, not Landlord.
2.6 Taxes.
(A) With respect to the
Original Premises, Tenant shall continue to pay additional rent as
set forth in Paragraph 49 of the Rider to the Lease, as previously
modified and amended, through and including the Expiration
Date.
(B)
With respect to the 5,003 Expansion Premises only, effective as of
the Commencement Date, Tenant shall pay additional rent as set
forth in Paragraph 49, except that, for the purposes of calculating
such additional rent for the 5,003 Expansion Premises only, (a) the
term “Tenant’s Proportionate Share” shall mean
and refer to 5.40%, and (b) the term “Base Year Taxes”,
as referenced in Paragraph 49(a)(ii), shall mean and refer to the
Taxes actually due and payable with respect to the 2021/2022 tax
year.
2.7 Insurance
Cost.
(A) Through
the 5,003 Expansion Premises Commencement Date, Tenant shall
continue to pay Tenant’s Proportionate Share of the Insurance
Cost in accordance with the provisions of the Original Lease,
specifically including, without limitation, the provisions of
Paragraph 59(g) thereof.
(B) With
respect to periods from and after the 5,003 Expansion Premises
Commencement Date, the definition of the term “Base Insurance
Charge” in Paragraph 59(g) of the Original Lease shall be
deemed to have been modified and amended so as to delete therefrom
the reference to the amount “$331.63” and replace same
with a corresponding reference to the amount “$419.18.”
The parties hereby agree that the Base Insurance Charge is included
in the Rent set forth in Section 2.3 of this
Agreement.
2.8
Parking. As of the 5,003
Expansion Premises Commencement Date, Paragraph 55 of the Rider to
the Original Lease shall be deemed to have been modified and
amended so as to delete the second sentence therefrom and replace
the same with the following: “However, at all times during
the Term, Tenant shall have the
right to use thirty (30) parking spaces at the
Building.”
2.9 Condition
of the Demised Premises. Tenant hereby acknowledges and
agrees that (i) all work and installations heretofore required to
be performed or made by Landlord under the Original Lease have been
fully performed or made prior to the date hereof; (ii) Tenant has
inspected the Original Premises and agrees to accept same in its
“as is” condition as of the date hereof; (iii) Tenant
has inspected the 5,003 Expansion Premises and agrees to accept
same in its “as is” condition as of the date hereof and
Landlord shall not be required to perform any work, make any
installations or incur any expense in or with respect to the
Original Premises (or any portion thereof) in order to prepare same
for continued occupancy by Tenant or in or with respect to the
5,003 Expansion Premises (or any portion thereof) in order to
prepare same for occupancy by Tenant except that Landlord will
perform the work and make the installations, at Landlord’s
sole cost and expense, and in accordance with the requirements of
the Lease (including this Agreement), as set forth on the Floor
Plan annexed hereto as Exhibit A, which work is
sometimes hereinafter referred to as the “5,003 Expansion Work”. In
connection with the performance of the 5,003 Expansion Work, Tenant
shall provide Landlord and its contractors with access to the
Demised Premises, to the extent necessary, in order to perform the
5,003 Expansion Work. Tenant acknowledges and agrees that there
shall be no liability to Landlord, and no abatement of the
obligations and liabilities of Tenant under the Lease, on account
of any inconvenience or interference that may result from
Landlord’s performance of the 5,003 Expansion Work except to
the extent the same arise from or in connection with the gross
negligence or willful misconduct of Landlord or its employees,
contractors, agents or representatives. To the extent necessary,
Tenant shall be responsible for moving the furniture and equipment
in the Original Premises (at Tenant's sole cost and expense) in
order to permit Landlord to perform the 5,003 Expansion Work.
Landlord shall use commercially reasonable efforts to minimize
interference with or disruption of Tenant’s use of the
balance of the Demised Premises while performing the 5,003
Expansion Work.
2.10 Hazardous
Materials. As of the Effective Date, Paragraph 57 of the
Original Lease is hereby modified and amended (x) so as to clarify
that the restrictions, obligations and liabilities of Tenant
pursuant to said Paragraph 57 shall be deemed to apply to both (a)
the introduction by any person or entity (other than Landlord, its
agents or contractors) of any Hazardous Materials in or on the
Demised Premises during the Term of the Lease and (b) the
introduction by Tenant or any of Tenant’s Related Parties of
any Hazardous Materials in, on or under any other portion of the
Building or the Real Property; (y) to add the following paragraph
to Paragraph 57 of the Original Lease:
“Notwithstanding
anything to the contrary contained in Paragraph 57 of this lease,
Tenant shall not be responsible for any Hazardous Materials which
(i) were present in or at the Demised Premises, Building and/or
Real Property prior to the date on which Tenant first takes
occupancy of the Demised Premises (“Pre-Existing Hazardous
Materials”) or (ii) are introduced upon the Demised Premises,
Building and/or Real Property by persons other than Tenant or
Tenant’s Related Parties (“Third-Party Hazardous
Materials”). In the event Pre-Existing Hazardous Materials or
Third-Party Hazardous Materials are present in the Demised
Premises, Building and/or Real Property and same materially and
adversely affect Tenant’s use of the Demised Premises,
Landlord hereby covenants to address such legal violation in the
manner required by applicable law. Notwithstanding the foregoing,
if the subject legal violation has been caused by the act or
omission of a third party, then Landlord may seek to cause such
third party to address such legal violation.”
2.11 Use.
As of the Effective Date, (x) the words “and carbon monoxide
alarms, detectors or systems” are added after “fire
extinguishers” in Paragraph 51(b) of the Rider to the
Original Lease, and (y) the words “and for parking tractor
trailers and/or containers” are inserted at the end of the
second sentence of Paragraph 51(c) of the Rider to the Original
Lease.
2.12 End
of Term. As of the Effective Date, Paragraph 52 of the Rider
to the Original Lease is hereby modified and amended (A) to add the
words “(i) pay as use and occupancy for each month of the
holdover or any portion thereof (including the time holding over in
occupancy after the issuance of a judgment of possession and
warrant of eviction through the date the Landlord regains
possession of the Premises) an amount equal to” after the
words “Tenant shall” in the third line of such
paragraph; and (B) to add the words “in the event the
holdover period extends beyond sixty (60) days” at the
beginning of both subsections (ii) and (iii).
2.13 Default.
(A) As of the Effective Date, the second sentence of Paragraph
58(d) of the Rider to the Original Lease is hereby
deleted.
(B) As
of the Effective Date, the following is added as the last sentence
to Paragraph 58(c) of the Rider to the Original Lease:
“Notwithstanding
anything to the contrary contained herein, if Tenant prevails on
the merits of the dispute that is the subject of any such action or
proceeding (as distinguished from the dispute being resolved by
settlement or the subject action or proceeding being withdrawn or
dismissed in connection with Landlord’s acceptance of a cure
offered by Tenant), then (i) Tenant shall not be obligated to pay
Landlord’s legal fees in connection with the subject action
or proceeding and (ii) instead, Landlord shall reimburse Tenant for
the reasonable legal fees incurred by Tenant in defending the
subject action or proceeding (in an amount not to exceed the legal
fee payment amount to which Landlord would have been entitled had
Tenant not prevailed in the subject action or
proceeding).”
2.14 Insurance.
As of the Effective Date,
(A) the
first line of Paragraph 59(a) of the Rider to the Lease is hereby
amended to insert the words “and shall require its
contractors and subcontractors to” after the words
“Tenant shall”;
(B) the
words “Landlord and its construction affiliate and management
company” are deleted from Paragraph 59(a) of the Rider and
replaced with “the Indemnified Parties (as hereinafter
defined)”;
(C)
Paragraph 59(a)(ii) is hereby deleted and replaced with: “
‘Special Perils’ Property Insurance Form and to include
the additional perils of loss from windstorm or hail including
coverage for water damage from but not necessarily limited to,
sprinkler leakage, sewer discharge or back up and overflow from
other tenant’s spaces (if applicable), flood and earthquake
(if applicable) insuring Tenant’s property including
improvements and betterments made by or on the behalf of Tenant,
(and including, without limitation, Business Interruption coverage
providing for the payment of all rent and additional rent payable
under this lease for a period of twelve (12) months including
“Extra Expense” and Equipment Breakdown Insurance)
insuring Tenant’s property, equipment and all items within
the Premises which Tenant is obligated to maintain and/or replace
for the full insurable value thereof or replacement cost value
thereof, whichever is greater without deduction for depreciation
and shall have an agreed value endorsement or otherwise waive
coinsurance penalties.”
(D) The
following two (2) sentences are inserted as the second and third
sentences of Paragraph 59(a): “All of Tenant’s
liability insurance policies (including, without limitation,
policies carried by Tenant’s contractors and subcontractors)
with the exception of worker’s compensation, shall include
the Indemnified Parties as additional insureds. All of
Tenant’s casualty policies including workers compensation (if
applicable under law) shall contain a waiver of subrogation
endorsement in favor of the additional insureds and be primary and
non-contributory to other insurance carried by the additional
insureds. All of Landlord’s casualty policies including
workers compensation (if applicable under law) shall contain a
waiver of subrogation endorsement in favor of
Tenant.”
(E)
Each of Landlord and Tenant hereby waive and release each other of
and from any and all rights of recovery, claims, or causes of
action, whether by subrogation or otherwise, against each other,
their agents, officers and employees, for any loss or damage that
may occur to any furniture, equipment, machinery, goods, supplies
or any other property (regardless of cause or origin, including
negligence of Landlord or Tenant and their agents, officers and
employees), which loss or damage is insured by any policy of
insurance carried by the party sustaining such loss, or which loss
or damage would have been insured pursuant to insurance required to
be carried under this Lease by the party sustaining such loss had
such party obtained such insurance.
2.15 Assignment/Subletting.
As of the Effective Date, in the event that Tenant assigns or
sublets the Lease in accordance with Paragraph 54(h) of the Rider
to the Lease then (x) the provisions of Paragraphs 54(b) and 54(e)
of the Rider to the Lease shall not apply to such assignment or
sublease; and (y) Paragraph 54(i) of the Rider to the Lease shall
not apply to an assignment or sublease to an affiliated entity
provided that the conditions in 54(h)(i) and (ii) are
met.
2.16 Miscellaneous.
(A) As of the Effective Date, Paragraph 63(k) of the Rider to the
Lease is hereby modified and amended to add the words “,
trade fixtures (including, without limitation, racking) and/or
inventory” after the word
“equipment”.
(B) As
of the Effective Date, (x) the following words in the first and
second line of Paragraph 63(l) of the Rider to the Lease: “To
the fullest extent permitted by law, Tenant shall indemnify, hold
harmless and defend Landlord, its affiliates, managing agents,
construction company, subsidiaries, directors, officers, employees
and agents” are hereby deleted and replaced with the
following: “Tenant shall, and shall require its contractors
and subcontractors to, indemnify, hold harmless and defend
Landlord, its affiliates (including, without limitation, Rechler
Equity Management LLC and Rechler Equity Construction LLC),
partners, members, lenders, managing agents, construction company,
subsidiaries, directors, officers, employees and agents
(collectively, the “Indemnified Parties”);
and (y) the words “real property” are deleted from
Paragraph 63(l) of the Rider to the Lease and replaced with
“Real Property”.
(C) As
of the Effective Date, Paragraph 63(n) of the Rider to the Lease is
hereby deleted and replaced with the following: “(n)
Notwithstanding anything contained to the contrary in this lease,
except for Tenant’s liability under Paragraph 52 hereof,
Landlord and Tenant each hereby waives any right to recover against
the other party any indirect, consequential, special, punitive or
incidental damages against the other party in any cause of action,
proceeding or claim arising out of, or in connection with, this
lease.”
ARTICLE
III
Broker
3.1
Landlord and Tenant
each represents that this Agreement was not brought about by any
broker, and all negotiations with respect to this Agreement were
conducted exclusively between Landlord and Tenant. Landlord and
Tenant each agrees that if any claim is made for commissions by any
broker through or on account of any acts of Landlord or Tenant,
Landlord or Tenant, as applicable, will indemnify, defend and hold
the other party free and harmless from any and all liabilities and
expenses in connection therewith, including reasonable
attorney’s fees and disbursements.
ARTICLE
IV
Ratification
4.1
Tenant represents
and warrants that the Original Lease is presently in full force and
effect, that no event of default has occurred on the part of
Landlord and that Tenant has no defense or right of offset in
connection with Landlord’s performance under the Original
Lease to this date.
4.2
The parties hereby
ratify and confirm all the terms, covenants and conditions of the
Original Lease, except to the extent that those terms, covenants
and conditions are amended, modified or varied by this Agreement.
If there is a conflict between the provisions of the Original Lease
and the provisions of this Agreement, then the provisions of this
Agreement shall control.
4.3
This Agreement
shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and/or assigns.
4.4 This
Agreement may be executed in several counterparts all of which
shall constitute one agreement, binding on all the parties hereto,
notwithstanding that all the parties are not signatories to the
same counterpart. A signature upon this Agreement delivered by
facsimile or other electronic means shall be effective for all
purposes as the original.
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IN
WITNESS WHEREOF, the parties have executed this First Amendment to
Lease as of the day and year first above written.
Landlord:
REP
2035 LLC
By:
______________________________
Name:
Title:
Tenant:
SCIENTIFIC
INDUSTRIES, INC.
By:
______________________________
Name:
Title:
EXHIBIT “A”
Floor Plan Showing the 5,003 Expansion Premises and the 5,003
Expansion Work
(see
attached)
EXHBIT
“B”
FORM OF
EARLY ACCESS AND INDEMNITY AGREEMENT
PROPERTY
ADDRESS:
________________________________________
(“Property”)
CONTRACTOR:
________________________________________
(“Contractor”)
TENANT:
________________________________________
(“Tenant”)
OWNER:
_________________________________________(“Owner”)
DATE:
_________,
2021
1.
PURPOSE: Supplementing the
agreement entered into between Contractor and Tenant dated
________, 2021crelating to certain work (the “Work”) to be performed by
Contractor at the above captioned Property, Contractor shall be
obligated to comply with the terms of this agreement relating to
providing insurance and indemnification to the Tenant Parties (as
hereinafter defined).
OR IF THERE IS NO OTHER WRITTEN AGREEMENT BETWEEN CONTRACTOR AND
TENANT:
This
agreement between Contractor and Tenant is to set forth for the
terms upon which Contractor shall provide insurance and
indemnification to the Tenant Parties (as hereinafter defined) with
respect to certain work (the “Work”) to be performed by
Contractor at the above captioned Property.
2.
INDEMNITY: To the fullest
extent permitted by law, Contractor shall, at its sole cost and
expense, indemnify, defend and hold harmless
(“Tenant”), (“Owner”), Rechler Equity
LLC, Rechler Equity Management LLC, Rechler Equity Construction
LLC, and any and all respective members, partners, directors,
officers, shareholders, employees, agents, affiliates,
subsidiaries, successors and assigns of each of them (hereinafter
referred to collectively as the “Tenant Parties”), from
and against all claims, damages, losses and expenses, including,
but not limited to, attorneys’ fees, arising out of or
resulting from the performance or non-performance of the Work by
Contractor and all of its sub-contractors, regardless of whether or
not it is caused in part by a party indemnified hereunder. Such
obligation shall not be construed to negate, abridge or otherwise
reduce any other right or obligation of indemnity which would
otherwise exist to any party or person described in this paragraph.
This indemnity agreement shall survive the completion of the
Work.
3.
INSURANCE
REQUIREMENTS:
(a)
Contractor shall
procure and maintain at all times during the term of this Agreement
the following insurance with coverage and limits not less than that
shown below to protect against any claims arising out of, or
resulting from, the Work:
Commercial General
Liability:
$1,000,000 Per
Location
Premises
Liability:
$1,000,000
Products &
Completed
Operations:
$1,000,000
Personal/Advertising
Injury:
$1,000,000
Contractual
Liability:
$1,000,000
Business Automobile
Coverage:
$1,000,000
Employer’s
Liability:
$1,000,000 Per
Claim
Workers’
Compensation:
Per State
Requirements
Disability
Insurance:
Per State
Requirements
Umbrella
Coverage:
$5,000,000
(b)
The Contractor and
the Contractor’s insurers shall waive all rights of
subrogation against the Tenant Parties.
(c)
The Contractor
warrants that in addition to the coverage requirements set forth
above, the following coverage conditions shall be met:
(i)
Commercial General
Liability and Umbrella Policy: Coverage shall include
Premises, Products and Completed Operations, Personal/Advertising
Injury, and Contractual Liability for bodily injury, including
personal injury, death, and property damage. Each policy shall: (a)
be written on a per occurrence basis with an unmodified industry
standard coverage form, (b) contain a per location/project
aggregate, (c) be written with a deductible not to exceed $5,000
per occurrence (a self insured retention will not be accepted), (d)
be primary without right of contribution from any insurance that is
carried by the Tenant Parties, (e) name the Tenant Parties as
Additional Insureds, (f) include a severability of interest clause,
(g) contain a waiver of subrogation in favor of the Additional
Insureds, (h) provide that Contractor is solely responsible for the
payment of all premiums, deductibles, penalties and punitive
damages thereunder, and (i) provide
that the act or omission of one insured party will not invalidate
the policy as to the other Insureds. Contractor’s
umbrella policy shall be no less broad than the underlying policy,
shall have the same inception and expiration dates as the
underlying policy, and shall include a drop-down
provision.
(ii)
Business Automobile
Liability: Coverage shall be written on a business auto form
for “any auto” included owned, non-owned, and hired or
borrowed vehicles and trailers. Coverage shall be provided with a
combined single limit for each accident, including bodily injury
and property damage liability.
(iii)
Worker’s Compensation Insurance
and Employer’s Liability: Each policy shall: (a)
provide that Contractor is solely responsible for the payment of
all premiums thereunder, and (b) contain a waiver of subrogation in
favor of the Tenant Parties.
(d)
Business Personal Property:
Contractor shall also be required to purchase acceptable
“All-Risk” coverage or provide acceptable proof of
self-insurance for all personal property, including any tools,
machinery, equipment sheds, and materials or supplies, under an
“all risk” property policy, and such policy should
grant a waiver of subrogation in favor of the Tenant Parties. The
Tenant Parties and their agents take no responsibility for
Contractor’s personal property.
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In
Witness Whereof, the undersigned has executed this agreement the
____ day of __________, 2021.
Acknowledged and Agreed by:
Tenant:
Contractor:
_________________________
_________________________
By:
____________________________
By:
_____________________________
Name:
Name:
Title:
Title:
