SUBLEASE AGREEMENT
FOR COMMERCIAL SPACE IN
BURGOE REALTY CO., INC.
BERN TOWNSHIP FACILITY
THIS SUBLEASE AGREEMENT (hereinafter referred to as "Lease") made this 15th
day of September, 1996, by and between BURGOE/WYOMISSING PARTNERS (hereinafter
referred to as "Landlord"), a Pennsylvania corporation having its principal
place of business at 000 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxxxx
00000 and Hi-Tech Connections, Inc., hereinafter referred to as "Tenant"), a
Pennsylvania business corporation having its principal place of business at the
Reading Regional Xxxxxxx Xxxxxxxxxx Xxxx, XX #0, Xxx 0000, Xxxxxxx,
XX 00000-0000.
WITNESSETH:
WHEREAS, Landlord has agreed to lease a portion of the Total Premises to
Tenant upon the terms and conditions hereinafter set forth; and,
WHEREAS, Landlord and Tenant now seek to perpetuate, in writing, their
present understandings and agreements.
NOW, THEREFORE, INTENDING TO BE LEGALLY BOUND HEREBY, and in
consideration of the mutual covenants contained herein, Landlord and Tenant
hereby agree as follows:
1. LEASED PREMISES. Landlord hereby leases to Tenant twenty thousand
(20,000) square feet of floor space located in an industrial/commercial
facility constructed on the Total Premises (hereinafter referred to as the
"Leased Premises"). A description of the Leased Premises is attached hereto
and made a part hereof as Exhibit "A".
2. TERM. The term of this Lease shall be for one year commencing on
January 1, 1997 and ending on December 31, 1997. If the Commencement Date is
the first day of the month, the term of this Lease shall expire at midnight
of the day which precedes the first (1st) anniversary of the Commencement
Date. If the Commencement Date is not the first day of the month, the term
of this lease shall expire at midnight on the last day of the calendar month
in which the first (1st) anniversary of the Commencement Date occurs; rent
from the Commencement Date through the last day of the month in which the
Commencement Date occurs shall be apportioned at the annual rate based on a
three hundred sixty (360) day year.
3. OCCUPANCY OF PREMISES: Premises shall be conclusively deemed ready
for Tenant's occupancy January 1, 1997.
4. RENT. Tenant agrees to pay to Landlord, without deduction or
offset, a total minimum rental of Eighty Thousand and 00/100 Dollars
($80,000) during the term of this Lease payable in monthly installments of
Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($6,666.67),
in advance, on the first day of each month during the term of this Lease.
minimum rent is based upon a charge of Four Dollars ($4.00) per square foot
per year. Upon the execution of this Agreement, the sum of Six Thousand Six
Hundred Sixty-Six Dollars and Sixty-Seven Cents ($6,666.67) has been paid by
the Tenant to the Landlord, receipt of which is hereby acknowledged as rent
for the first month of the Lease. All rentals due under this Lease shall be
payable by Tenant and mailed to the Landlord, c/o 000 Xxxxxxxxxx Xxxx,
Xxxxxxx, Xxxxxxxxxxxx 00000.
In addition, Tenant agrees to pay as additional rent, upon notice and
demand, any increase in the insurance premium upon the buildings and property
of which the Lease Premises are a part due to an increase in the cost of
insurance in excess of the cost on said buildings and
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property as was in effect as of the inception of this Lease, providing such
insurance acknowledges a public warehousing use of the Lease Premises by
Tenant, if said increase is caused by the occupancy of the Leased Premises by
the Tenant or by any act of neglect of the Tenant. Landlord agrees to
provide the Tenant with a statement from the insurance carrier showing what
portion of any increase is attributable to such occupancy by the Tenant or to
any such act of neglect of the Tenant.
During each year of the Lease, Tenant shall pay to Landlord as
additional rent the pro rata portion (such portion determined by computing
the relationship of the total amount of square feet rented hereunder as
compared to the total square feet contained in the Total Premises) of all
real estate taxes or contributions made in lieu of taxes which have been
assessed against the property during each twelve (12) month period of the
within Lease.
All charges for additional rent as provided hereunder shall be made when
levied or invoiced to the Landlord and payment therefore shall be made by
Tenant within fifteen (15) days of Landlord' s written demand to Tenant. An
itemized statement will be provided by Landlord, if requested by Tenant,
substantiating all additional rent due, but the request shall not delay
payment beyond the 15 day payment period.
5. USE OF PREMISES. The Leased Premises shall be used and occupied
only for the purpose of office, warehouse, and storage and for the
fabrication and manufacture of product and no other purpose or purposes
without Landlord's prior written consent. Tenant shall, at its own risk and
expense, obtain all governmental licenses and permits necessary for such use.
6. ACCEPTANCE OF PREMISES. Upon delivery of occupancy to Tenant,
Tenant acknowledges that it will have fully inspected and accepts the Leased
Premises in their condition
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"as is", and that the same are suitable for the use specified in the
immediately preceding paragraph.
7. QUIET ENJOYMENT. Landlord covenants, warrants, and represents that
it has full right and power to execute this Lease and to grant the estate
demised herein and that Tenant, upon payment of the rents herein reserved,
and performing the terms, conditions, and covenants herein contained, shall
peaceably and quietly have, hold, and enjoy the Leased Premises during the
full term of this Lease, and any extension hereof.
8. SUBORDINATION. Tenant accepts this Lease subject and subordinate
to the present state of title of the Leased Premises and to any recorded
mortgage, deed of trust or any other lien presently existing upon the Leased
Premises and to any renewal, extension or modification thereof. Tenant
agrees upon demand to execute such instruments subordinating this Lease to
any future mortgage, deed of trust or other security instrument as may be
required, provided such further subordination shall be upon the express
condition that the Lease shall be recognized by the mortgagee and that the
rights of Tenant shall remain in full force and effect during the term of
this Lease, so long as Tenant shall continue to perform all of the covenants
hereof.
9. UTILITIES. Tenant shall pay the cost of all utility services
including a pro rata portion of water and sewer, all heat, electric service
or telephone service and all other services used in the Leased Premises.
Landlord reserves the right to install separate meters at Tenant's expense
for any public utilities servicing the Leased Premises for which a meter is
not presently installed, and in which event, Tenant shall make payments when
due directly to the utility involved. Landlord shall not be required to pay
for any service, supplies or upkeep in connection with the utilities to the
Leased Premises.
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10. MAINTENANCE BY LANDLORD. Landlord shall at its expense maintain
only the roof, foundation, and the structural soundness of the exterior walls
(excluding all windows, window glass, plate glass and all doors) of the
building of which the Leased Premises is a part, in good repair and
condition, except reasonable wear and tear; provided, however, that Tenant
shall repair and pay for any damage caused by Tenant's negligence or default
hereunder. Tenant shall immediately give written notice to Landlord of the
need for repairs and Landlord shall proceed promptly to make such repairs
after having had reasonable opportunity. Landlord shall be responsible for
all exterior maintenance to the Total Premises including snow plowing.
11. MAINTENANCE BY TENANT. Tenant shall, at its own risk and expense,
maintain all other parts of the Leased Premises, including all windows, glass
and doors, in good and sanitary order, condition and repair, normal wear and
tear excepted. Tenant shall, at its own expense, keep and maintain all
utilities, fixtures, and mechanical equipment, including equipment installed
by Landlord, located in or on the Leased premises. At the termination of
this Lease, Tenant shall deliver up the Leased Premises broom clean and in
the same good order and condition as existed at the beginning date of this
Lease, ordinary wear and tear and damage by fire or other casualty excepted.
Tenant shall not store any trash, merchandise, crates, pallets or materials
of any kind outside the Leased Premises and shall not burn trash or other
substances on the Leased Premises. All trash shall be kept in metal
containers (with metal tops) which must be kept painted, the design and
location of which shall be approved by Landlord.
12. ALTERATIONS, CHANGES, AND IMPROVEMENTS. Tenant shall be
responsible for all interior fix up costs including heating, air
conditioning, plumbing and electrical work, all of which must be approved and
consented to by Landlord. Tenant acknowledges and understands that the Leased
Premises is the square footage provided for herein
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and is computed based on a measurement to the center line dimensions between
demising walls. Tenant shall not, without obtaining the prior written
consent of the Landlord, make or permit any alterations, additions or
improvements which shall, on an annual basis amount, in the aggregate, to
more than Five Thousand and 00/100 Dollars ($5,000.00). Consent for minor
alterations, additions or improvements in excess of the above-described
limits, will not be unreasonably withheld by Landlord. Tenant shall have the
right, at all times, to install Tenant's shelves, bins, machinery, air
conditioning or heating equipment and trade fixtures (hereinafter
collectively called "Tenant's Trade Fixtures"), provided Tenant complies with
all applicable governmental laws, ordinances and regulations and further
provided that such installations by Tenant shall not overload, damage or
deface the Leased Premises. Providing Tenant is not in default of any of the
terms, conditions or covenants of this Lease, Tenant shall have the right to
remove, at the termination of this Lease, any of Tenant's Trade Fixtures so
installed, including any extra air conditioning and heating equipment
installed and paid for by Tenant, if any (as specifically differentiated from
any such equipment owned or installed by Landlord), and provided, further,
that Tenant shall immediately repair any damage caused by such removal and
leave the Leased Premises in a broom clean and orderly condition. All such
work shall be done at such times and in such manner as shall minimize any
inconvenience to other occupants of the building of which the Leased Premises
is a part. All alterations, additions and improvements made by Tenant (other
than installation of Tenant Is Trade Fixtures) shall become the property of
Landlord upon the termination of this Lease or Landlord may require Tenant to
remove such alterations, additions and improvements and any other property
placed in or on the Leased Premises by Tenant and restore the Leased Premises
to its original condition. Tenant shall, at all times, keep the Leased
Premises and property in which the Leased Premises are situated free from any
liens arising out of any work performed, material furnished or obligations
incurred by Tenant.
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13. COMPLIANCE WITH LAW, WASTE, AND QUIET CONDUCT. Tenant shall comply
with all governmental laws, ordinances, and regulations applicable to the use
of the Leased Premises and shall promptly comply with all governmental orders
and directives for the correction, prevention and abatement of nuisances in,
upon, or connected with the Leased Premises, all at Tenant's sole risk and
expense. Tenant shall not commit, or suffer to be committed, any waste upon
the Leased Premises or any nuisance, other act, or thing which may disturb
the quiet enjoyment of any other tenant in the building in which the Leased
Premises may be located.
14. ASSIGNMENT AND SUBLEASING. Tenant may not assign this Lease or any
interest herein or sublet the whole or any part of the Leased Premises
without Landlord's prior written consent in each instance, which consent
shall not be unreasonably withheld. If Landlord should consent to any such
sublease or assignment, Tenant shall nevertheless remain the principal
obligor to Landlord under all the terms, conditions, covenants, and
obligations of this Lease and, the acceptance of an assignment or subletting
of the Leased Premises by an assignee or subtenant shall be construed as a
promise on the part of such assignee or subtenant to be bound by and to
perform all of the terms, conditions, and covenants by which Tenant herein is
bound. No such assignment or subletting shall be construed to constitute a
novation or a release of any claim Landlord may then or thereafter have
against Tenant hereunder. Tenant shall furnish Landlord with a fully
executed copy of any such assignment or sublease at the time such instrument
is executed. Any transfer of this Lease by or from Tenant by liquidation
shall constitute an assignment for the purposes of this Lease.
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15. TAXES.
(a) Tenant shall pay before delinquency any and all taxes,
assessments, license fees, and public charges levied, assessed or imposed
and which become payable during the lease term upon Tenant's fixtures,
furniture, appliances, and personal property installed or located in the
Leased Premises.
(b) Landlord agrees to pay before they become delinquent all real
estate taxes and special assessments as lawfully levied or assessed against
the Leased Premises; provided, however, Landlord may contest and dispute
the same and in such case the disputed item need not be paid until finally
adjudged to be valid.
16. SIGNAGE. Any and all exterior signs or means of identification must
be approved by Landlord.
17. FIRE AND CASUALTY DAMAGE. In the event the Leased Premises or the
building in which the Leased Premises are located are damaged or destroyed by
fire or other casualty, Tenant shall give immediate written notice thereof to
Landlord. The rights and obligations or Landlord and Tenant in the event of
such casualty shall be as follows;
(a) TOTAL DESTRUCTION. In the event the Leased Premises are totally
destroyed by fire or other casualty or, in the sole judgment of Landlord,
should be so damaged that the rebuilding or repairs cannot reasonably be
completed within one hundred twenty (120) working days after the date of
written notification by Tenant to Landlord of the happening of the damage,
this Lease shall terminate and the rent shall be abated for the unexpired
portion of the Lease, effective as of the date of such damage.
(b) PARTIAL DESTRUCTION. If the Leased Premises or the building in
which the Leased Premises are located should be damaged by fire or other
casualty, such that:
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(i) in the sole judgment of Landlord, rebuilding or repairs
cannot be reasonably expected to be completed within sixty (60)
working days from the date of written notification by Tenant to
Landlord of the happening of the damage, or
(ii) the said damages cannot be repaired by the expenditure of
forty percent (40%) of the full insurable value of the building in
which the Leased Premises are located immediately prior to the
casualty but the damages are not such as to amount to a total
destruction, as described herein in paragraph 17(a);
then and in that event, this Lease shall not terminate and Landlord shall
proceed with reasonable diligence to rebuild or repair the building and
Leased Premises to substantially the condition in which they existed prior
to such damage. In such event, if such damage was not caused or
contributed to by act of negligence of Tenant, its agents, employees,
invitees or those for whom Tenant is responsible, rent payable hereunder
during the period in which the Leased Premises are untenantable shall be
adjusted to such extent as may be fair and reasonable under all
circumstances.
If these Leased Premises or the building in which the Leased Premises
are located should be damaged by fire or other casualty such that in the
sole judgment of Landlord, rebuilding, or repair can be reasonably expected
to be completed within sixty (60) working days from the date of written
notification by Tenant to Landlord of the happening of the damage and if
the Leased Premises or the building in which the Leased Premises are
located are not so damaged as to require a reasonably estimated expenditure
of more than ten percent (10%) of the full insurable value of the building
in which the Leased Premises are located immediately prior to the casualty,
then rental hereunder shall not xxxxx, but Landlord shall proceed to repair
and rebuild than buildings and Leased Premises, and use its best efforts to
repair the same within sixty (60) days from the date of written
notification by Tenant to Landlord of the happening of the damage.
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18. CONDEMNATION. In the event the Leased Premises shall be totally or
partially condemned or taken, then, effective as of the date of vesting of
title, the rent hereunder for such part shall be equitably apportioned and
this Lease shall continue as to such part not so taken. In the event that
only a part of the building shall be so condemned or taken, then (1) if
substantial structural alteration or reconstruction of the building shall, in
the sole opinion of Landlord, be necessary or appropriate as a result of such
condemnation or taking (whether or not the Leased Premises be affected),
Landlord may, at its option, terminate this Lease and the term and estate
hereby granted as of the date of such vesting of title by notifying Tenant in
writing of such termination within sixty (60) days following the date on
which Landlord shall have received notice of vesting title, or (2) if
Landlord does not elect to terminate this Lease, as aforesaid, this Lease
shall be and remain unaffected by such condemnation or taking, except that
the rent shall be apportioned to the extent, if any, hereinbefore provided.
In the event that only a part of the Leased Premises shall be so condemned or
taken and this Lease and the term and estate hereby granted are not
terminated as hereinbefore provided, Landlord will, at its expense, restore
with reasonable diligence the remaining structural portions of the Leased
Premises as nearly as practicable to the same condition as it was in prior to
such condemnation or taking.
In the event of termination in any of the cases hereinabove provided,
this Lease and the term and estate hereby granted shall expire as of the date
of such termination with the same effect as if that were the date
hereinbefore set for the expiration of the term of this Lease, and the rent
hereunder shall be apportioned as of such date.
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In the event of any condemnation or taking hereinabove mentioned of all
or part of the Leased Premises, Landlord shall be entitled to receive the
entire award in the condemnation proceeding, including any award made for the
value of the estate vested by this Lease in Tenant, and Tenant hereby
expressly assigns to Landlord any and all right, title, and interest of
Tenant now or hereafter arising in or to any part thereof, and Tenant shall
be entitled to receive no part of such award; provided, however, Tenant shall
have the right, at its sole cost and expense, to assert a separate claim in
any condemnation proceeding for Tenant's Trade Fixtures.
19. ABANDONMENT. Tenant shall not abandon the Leased Premises at any
time during the term of this Lease; and if Tenant shall abandon or surrender
the Leased Premises, or be dispossessed by process of law or otherwise, any
personal property belonging to Tenant left on the Leased Premises shall, at
the option of the Landlord, be deemed abandoned.
20. INDEMNIFICATION BY TENANT. Except for the fault, failure, negligent
or intentional acts of the Landlord, its agents, employees or visitors, Tenant
will protect, indemnify and save harmless Landlord from and against all
liabilities, obligations, claims, damages, penalties, causes of action, costs
and expenses (including without limitation, reasonable attorneys' fees and
expenses) imposed upon or incurred by or asserted against Landlord by reason of
(a) any accident, injury to or death of persons (including workmen) or loss of
or damage to property occurring on or about the Leased Premises or any part
thereof or the adjoining sidewalks, curbs, vaults and vault space, if any,
streets or ways, (b) any use, nonuse or condition of the Leased Premises or any
part thereof or the adjoining sidewalks, curbs, vaults or vault space, if any,
streets or ways, (c) any failure on the part of Tenant to perform or comply with
any of the terms of this Lease, (d) performance of any labor or services or the
furnishing of any materials or other property in respect of the Leased Premises
or any part thereof, or (e) any loss
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or damage (consequential or otherwise) sustained by Landlord arising out of
any labor dispute involving Tenant and which affects Landlord's use of the
Total Premises. In case any action, suit or proceeding is brought against
Landlord by reason of any such occurrence, Tenant, upon Landlord's request,
will at Tenant's expense resist and defend such action, suit or proceeding,
or cause the same to be resisted and defended by counsel designated by the
insurer whose policy covers such occurrence or by counsel designated by
Tenant and approved by Landlord. The obligations of Tenant under this
paragraph arising by reason of any such occurrence having taken place during
the term of this Lease shall survive any termination of this Lease.
21. LIABILITY INSURANCE. Tenant, at its own expense, shall provide and
keep in force with companies acceptable to Landlord public liability
insurance for the benefit of Landlord and Tenant against liability for bodily
injury and property damage in the amount of not less than One Million and
00/100 Dollars ($1,000,000.00) in respect to injuries to or death of one or
more persons in any one occurrence. Tenant shall furnish Landlord with a
certificate of such policy and whenever required shall satisfy Landlord that
such policy is in full force and effect. Such policy shall be primary and
noncontributing with insurance carried by Landlord. Any such policy shall
name as insureds Landlord, Meridian Bank, and the Berks County Industrial
Development Authority as their interests may appear, Tenant and any mortgagee
of the Leased Premises and shall provide for at least ten (10) days notice to
all named insureds before cancellation. Tenant shall be responsible for all
damage to goods, contents and merchandise stored in the Leased Premises and
any loss or damage thereto, regardless of cause, and it is Tenant's
obligation to obtain appropriate insurance coverage thereon.
22. LANDLORD'S RIGHT OF ENTRY. Landlord and its authorized agents have
the right to enter the Leased Premises during normal working hours for the
following purposes:
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(a) inspecting the general condition and state of repair of the Leased
Premises; (b) making repairs required of Landlord; (c) showing of the Leased
Premises to any prospective tenant or purchaser during the final one hundred
twenty (120) day period of the lease term; (d) to show the Leased Premises
for lease if the Tenant shall not have renewed or extended this Lease within
the time herein provided; or (e) to show the building for any other legal or
reasonable purpose. If Tenant shall not have renewed or extended this Lease
prior to the final one hundred twenty (120) day period of the lease term,
Landlord and its authorized agents shall have the right to erect on or about
the Leased Premises the customary sign advertising the property for lease or
for sale. If Tenant plans to vacate, Landlord shall have the right to erect
"For Lease" or "For Sale" signs on the Leased Premises at any time after
Tenant fails to exercise the renewal option contained herein, if any.
23. NEGATIVE COVENANTS. In order to induce Landlord to execute this
Lease, Tenant covenants and warrants to Landlord that during the term of this
Lease, Tenant shall not:
(a) Fail to pay the rent, additional rent and all other sums owing
pursuant to this Lease on the days and times and at the places at which the
same are payable or make any abatement, deduction or setoff against the
same;
(b) Fail to make full and timely performance of all other duties and
obligations arising under this Lease or arising under any other agreement,
contract, instrument or other documentation between Tenant and Landlord,
whether executed prior to, concurrent with or subsequent to the execution
of this Lease;
(c) Occupy the Leased Premises in any manner or for any purpose
except as permitted in this Lease;
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(d) Assign, mortgage, or pledge this Lease or underlet of sublease
the Leased Premises, or any portion thereof, or permit any other person or
other entity to occupy or use the Leased Premises, or any part thereof,
without the prior written consent of Landlord which consent shall not be
unreasonably withheld;
(e) Make any alterations, additions or improvements to the Leased
Premises except as permitted in this Lease.
(f) Place any weights and any portion of the Leased Premises beyond
the safe carrying capacity of said structure or use any machinery or
equipment which will cause structural damage to the Leased Premises or
deterioration of the floors thereof; and
(g) Do or suffer to be done any act, matter or thing objectionable to
insurance companies or in violation of the provisions of any insurance
policies provided for in this Lease or whereby the said insurance or any
other insurance now in force or hereinafter to be placed on the Total
Premises or in the Leased Premises shall become void or suspended, or
whereby the same shall be rated as a more hazardous risk than at the
execution thereof or at the time Tenant takes possession of the Leased
Premises.
(h) Remove, attempt to remove or manifest, in the reasonable opinion
of Landlord, an intention to remove any goods or property from or out of
the Leased Premises other than in the ordinary course of business, without
having first paid to Landlord all rent, additional rent, and any other sums
which may become owing during the term of this Lease or without having
first obtained the prior written consent of Landlord to such removal, which
consent shall not be unreasonably withheld;
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(i) Vacate or desert the Leased Premises during the term of this
Lease or permit the same to be empty or unoccupied without having first
obtained the prior written consent of Landlord, which consent shall not be
unreasonably withheld;
(j) Permit any order, noise, sound or vibration which may, in
Landlord's reasonable judgment, in any way tend to impair the use of any
part of the Total Premises or Leased Premises or interfere with the
business or occupancy of any other lessee of Landlord, or make or permit
any disturbance of any kind in the Leased Premises, or interfere in any way
with other lessees of Landlord or those having business in the Leased
Premises or allow any occupant of the Leased Premises to conduct himself in
a manner which Landlord in its sole opinion may reasonably deem improper or
objectionable;
(k) Obstruct any portion of the Total Premises used in common with
Landlord, any other lessees of Landlord or the agents, servants, employees,
or invitees of Landlord or any other lessee of Landlord or use the same for
any purpose other than egress and ingress to and from the Leased Premises
or use the same as a waiting room or lounging place for Tenant or its
agents, servants, employees or invitees;
(l) Place or allow to be placed any items on the outside of the
Leased Premises, on the windows, windowsills or projections thereof, that
could be visible from outside the Leased Premises;
(m) Bring in or remove from the Leased Premises any heavy or bulky
object except by experienced movers or riggers approved in writing by
Landlord which approval will not be unreasonably withheld, and only after
notice to and approval by Landlord of the weight and size of the object and
of the time, method and manner of bringing in or removing the same,
notwithstanding the foregoing, nothing herein contained shall be
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deemed to constitute any limitation upon Tenant in the normal conduct of
its public warehousing operations and the loading and unloading of
materials pursuantto such warehousing operations as more fully set
forth herein;
(n) Use or allow to be used on the Leased Premises any article or
substance having an offensive odor, including but not limited to, ether,
naphtha, phosphorus, benzol, gasoline, benzine, petroleum, or any product
thereof, crude or refined, earth or coal oils, flashlight powder, or other
explosives, kerosene, camphene, burning fluid or other dangerous, explosive
or rapidly burning matter or material of any nature whatsoever,
notwithstanding the foregoing, nothing herein contained shall be deemed to
prohibit the use by Tenant of normal cleaning materials;
(o) Use electricity in the Leased Premises in excess of the capacity
of any of the electrical conductors or equipment in or otherwise serving
the Leased Premises, or add to or alter the electrical system servicing the
Leased Premises or connect thereto any additional fixtures, appliances or
equipment without the prior written consent of Landlord, which consent
shall not unreasonably be withheld;
(p) Use or occupy the Leased premises or permit or suffer the same to
be used or occupied in violation of the use, regulation permit or statement
of occupancy, if any, issued for said Leased Premises or in violation of
any order, regulation or requirement of any federal, state, or local
authority, and the use permitted in this Lease shall not be deemed a
representation or guarantee by Landlord that such use is lawful or
permitted under any permit or statement or occupancy, or otherwise;
(q) Execute and deliver any financing or security agreement or
statement that would be a lien upon the Total Premises or Leased Premises;
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(r) Erect, make or maintain on or affixed to any part of the Total
Premises or Leased Premises including but not limited to any windows and
doors therein, any sign, picture, television viewer or projection, or other
representation or advertisement or notice of any kind, which is visible
from any location outside of the Leased Premises and no loudspeaker system
or any other form or sound or audio transmission system or apparatus shall
be used in or at the Total Premises or Leased Premises by Tenant or its
employees, servants, agents, or invitees for advertisement, promotional
purposes, or any other purpose without the prior written consent of
Landlord, which consent shall not be unreasonably withheld;
(s) Allow anything to be done that may impair the value of the Total
Premises or Leased Premises;
(t) Liquidate or dissolve itself.
24. DEFAULT BY TENANT. The following events shall be deemed to be events
of default by Tenant under this Lease:
(a) Tenant's failure to pay any installment of the rent on the date
the same is due if such failure shall continue for a period of ten (10)
calendar days after written notice thereof to Tenant.
(b) Tenant's failure to comply with any term, provision, or covenant
of this Lease, other than the payment of rent, if such failure shall
continue for more than thirty (30) days after due written notice thereof to
Tenant or if such failure cannot reasonably be cured within the said thirty
(30) days and Tenant shall not have commenced to cure such failure within
such thirty (30) day period or shall not thereafter with reasonable
diligence and good faith proceed to cure such failure.
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(c) Tenant shall become insolvent, or shall make a transfer in fraud
of creditors, or shall make an assignment for the benefit of creditors.
(d) Tenant shall file a petition under any section or chapter of the
National Bankruptcy Act, as amended, or under any similar law or statute of
the United States or any State thereof; or Tenant shall be adjudged
bankrupt or insolvent in proceedings filed against Tenant thereunder.
(e) A receiver or trustee shall be appointed for all or substantially
all of the assets of Tenant.
(f) Tenant shall do or permit to be done anything which creates a
lien upon the Leased Premises, provided said lien has not been satisfied,
removed, or bonded after a period of ten (10) days.
(g) Upon the occurrence of any of such events of default, Landlord
shall have the right, at Landlord's election to pursue, in addition to and
cumulative of any other rights Landlord may have, at law or in equity, any
one or more of the following remedies without any notice or demand
whatsoever:
(1) Terminate this Lease, in which event Tenant shall
immediately surrender the Leased Premises to Landlord, and if Tenant
fails to do so, Landlord may, without prejudice to any other remedy
which it may have for possession or arrearages in rent, enter upon and
take possession of the Leased Premises and expel or remove Tenant and
any other person who may be occupying said Leased. Premises or any
part thereof, without being liable for prosecution or any claim or
damages therefor unless such damage is caused by the negligence of
Landlord, its agents or employees, and Tenant agrees to pay to
Landlord, its agents or
18
employees, and Tenant agrees to pay to Landlord on demand the amount
of all loss and damage, which Landlord may suffer by reason of such
termination, whether through inability to relet the Leased Premises
on satisfactory terms or otherwise.
(2) Enter upon and take possession of the Leased Premises and
expel or remove Tenant and any other person who may be occupying the
Leased Premises or any part thereof, without being liable for
prosecution or any claim for damages therefor unless such damage is
caused by the negligence of Landlord, its agents or employees, and
relet the Leased Premises and receive the rent therefor; and Tenant
agrees to pay to Landlord on demand any deficiency that may arise by
reason of such reletting.
(3) Enter upon the Leased Premises without being liable for
persecution or any claim for damages therefor unless such damage is
caused by the negligence of Landlord, its agents or employees, and do
whatever Tenant is obligated to do under the terms of this Lease, and
Tenant agrees to reimburse Landlord on demand for any expenses which
Landlord may incur in thus effecting compliance with Tenant's
obligations under this Lease and Tenant further agrees that Landlord
shall not be liable for any damages resulting to the Tenant from such
action, unless caused by the negligence of Landlord.
(4) Tenant hereby waives the usual notice to quit and agrees to
surrender said Leased Premises at the expiration of said term or the
termination of this Lease without any notice whatsoever.
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Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies herein provided or any other remedies provided by
law, nor shall pursuit of any remedy herein provided constitute a forfeiture
or waiver of any rent due to Landlord hereunder or of any damages accruing to
Landlord by reason of the violation of any of the terms, provisions, and
covenants herein contained. Failure by Landlord to enforce one or more of
the remedies herein provided, upon any event of default shall not be deemed
or construed to constitute a waiver of such default or of any other
violations or breach of any of the terms, provisions, and covenants herein
contained. In determining the amount of loss or damage which Landlord may
suffer by reason of termination of this Lease or the deficiency arising by
reason of the reletting by Landlord, as above provided, allowance shall be
made for the expense of repossession and any repairs or remodeling undertaken
by Landlord following repossession, and for any leasing commissions incurred
by Landlord.
25. SURRENDER OF LEASE NOT MERGER. The voluntary or other surrender of
this Lease by Tenant, or a mutual cancellation thereof, shall not work a
merger and shall, at the option of Landlord, terminate all or any existing
subleases, and/or subtenancies, or may, at the option of Landlord, operate as
an assignment to it of any or all of such subleases or subtenancies.
26. ATTORNEYS' FEES. In the event that either party to this Lease
brings suit against the other party to enforce the terms of this Lease, the
party that prevails shall be reimbursed by the other party for reasonable
court costs and attorneys' fees incurred and paid by the party that prevails,
which shall be deemed to have accrued on the commencement of such action and
shall be enforceable whether or not such action is prosecuted to judgment.
27. NOTICES. All notices, statements, demands, requests, consents,
approvals, authorizations, offers, agreements, appointments, or designations
under this Lease by either party
20
to the other shall be in writing and shall be sufficiently given and served
upon the other party if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed as follows:
To Tenant, RD #9, Box 9394, Xxxxxxx, XX 00000, or at such other
address as Tenant shall notify Landlord in writing.
To Landlord, Burgoe Wyomissing Partners, 000 Xxxxxxxxxx Xxxx, Xxxxxxx,
XX 00000, or to such other place as Landlord may from time to time
designate by notice to Tenant.
28. WAIVER. The waiver by Landlord of any breach of any term, covenant,
or condition herein contained shall not be deemed to be a waiver of such term,
covenant, or condition for any subsequent breach of the same or any other term,
covenant, or condition herein contained. The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant, or condition of this Lease other than the
failure of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent.
29. MISCELLANEOUS PROVISIONS.
(a) Whenever the singular number is used in this Lease and when
required by the context, the same shall include the plural, and the
masculine gender shall include the feminine and neuter genders, and the
word "person" shall include corporation, firm, or association. If there
shall be more than one (1) Tenant, the obligations imposed under this Lease
upon Tenant shall be joint and several.
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(b) The marginal headings or titles of the paragraphs of this Lease
are not a part of this Lease and shall have no effect upon the construction
or interpretation of any part of this Lease.
(c) This instrument contains all of the agreements and conditions
made between the parties to this Lease and may not be modified orally or in
any other manner than by an agreement in writing signed by all the parties
to this Lease or their respective successors in interest.
(d) Time is of the essence of each term and provision of this Lease.
(e) Except as otherwise expressly stated, each payment required to be
made by Tenant shall be in addition to and not in substitution for other
payments to be made by. Tenant.
(f) Subject to Paragraph 14, the terms and provisions of this Lease
shall be binding upon and inure to the benefit of the successors and
assigns of Landlord and Tenant.
30. RENEWAL OPTION. In the event the Tenant has performed all of the
terms, covenants, and conditions of this Lease which are required of it, then
and in that event, the Tenant is granted an option to extend this Lease for
two additional terms of one (1) year beginning immediately upon the
expiration of the initial term as defined herein. The option provided for
above shall be exercised by the Tenant notifying the Landlord in writing by
certified or registered mail at least six (6) months before the expiration of
the original term of this Lease of its intention to exercise such option. If
the option is not exercised as herein provided for, then the option shall be
deemed waived and the Lease shall terminate accordingly. If said option is
exercised, all of the terms, conditions, and covenants of this Lease
including provisions for
22
additional rental charges shall prevail and be binding upon the parties for
the extended period except that the annual minimum rental for the extension
period shall be established as set forth hereafter. The annual minimum
rental for the extension period shall be computed by using Four Dollars
($4.00) per square foot per year as the base rate and adding thereto the
amount resulting from a percentage increase of that figure equal to the
percentage increase in the consumer price index for all cities from the base
year through the expiration point with a cap on such increase of five percent
(5%) per year. For the purposes of computing the consumer price index,
January 1, 1996 shall be considered as the base month and year. In addition,
the rate would be adjusted on a pro-rata basis based upon the total square
foot of the Total Premises for any increase in land rental charges levied by
the ultimate owner of the real estate of Reading Regional Airport Authority,
all of which are passed on to the Landlord named herein. Both parties
understand that such land rental rate increases do not occur until 1998 as
the land rental cost levied by Reading Regional Airport Authority remains
fixed until that time.
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IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this Lease as of
the day and year first above written.
LANDLORD
BURGOE REALTY CO., INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
President
Attest:
-----------------------------
Secretary
TENANT
------------------------------------
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
President or Vice President
Attest:
-----------------------------
Secretary or Asst. Secretary
24
EXHIBIT "A"
ALL THAT CERTAIN tract or parcel of land, being Lot No. 18, as shown on
a Plan off "Reading Municipal Airport Industrial Park", Section No. 1 - Phase
I, recorded in Plan Book Volume 126, Page 22, Berks County Records, together
with improvements including a pre-engineered steel frame structure measuring
100 feet wide by 300 feet long, being situate in the Township of Bern, County
of Berks and Commonwealth of Pennsylvania, and being more fully bounded and
described as follows, to wit:
BEGINNING at a point on the Northern right-of-way line of MacArthur
Road, said point being a corner in common with Xxx Xx. 00 as shown on said
plan of "Reading Municipal Airport Industrial Park"; thence leaving the
Northerly right-of-way line of MacArthur Road extending along said Xxx Xx.
00, Xxxxx 00 degrees 16 minutes 22 seconds East, a distance of 452.53 feet to
a point in line of lands of Reading Municipal Airport Authority (reserved for
Aeronautical use); thence extending along the same South 58 degrees 43
minutes 38 seconds East, a distance of 311.00 feet to a point, a corner in
common with Xxx Xx. 00 as shown on the aforementioned plan; thence extending
along said Xxx Xx. 00 the two (2) following courses and distances to wit:
(1) South 31 degrees 16 minutes 22 seconds West, a distance of 421.3 feet;
and (2) South 49 degrees 30 minutes 07 seconds West, a distance to a point on
the aforementioned Northerly right-of-way line of MacArthur Road; thence
extending along said right-of-way line the two (2) following courses and
distances to wit:
(1) in a Northwesterly direction along the arc of a curve deflecting to the
left, having a radius of 340.00 feet, a central angle of 18 degrees 13
minutes 45 seconds, a tangent distance of 54.55 feet, and a distance along
the arc of 108.17 feet to a point of tangency; and (2) North 58 degrees 43
minutes 38 seconds West, a distance of 188.74 feet to the place of beginning.
CONTAINING in Area 3.242 acres of land.
BEING PART OF THE SAME PREMISES which The City of Reading, by Deed dated
November 22, 1957, and recorded in Deed Book Volume 1286, Page 60, Berks
County Records, granted and conveyed unto The Reading Municipal Airport
Authority.
