Exhibit 10.21
Lease with Xxxxxxxxx Xxxx Limited Partnership
LEASE
1/1/96
LEASE
THIS LEASE, made this 30th day of MAY, 1996, by and between Xxxxxxxxx Xxxx
Limited, Partnership of 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000, party
of the first part, hereinafter referred to as "Landlord" and ON-SITE SOURCING,
INC., party of the second part, hereinafter referred to as "Tenant"
WITNESSETH;
1. LEASED PREMISES. The Landlord hereby leases to the Tenant and the Tenant
hereby leases from the Landlord certain "Leased Premises" (also sometimes called
"Premises"), which premises are to be used for Copier repair purposes, located
in Xxxxxxxxx County, Maryland, with the improvements thereon known as Xxxxxxxxx
Xxxx containing approximately 2,500 square feet at 0000 Xxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxx, and designated and described as shown on the plat attached to this
Lease which outlines in red said lease premises to be used for the above
purpose, with said plat being marked EXHIBIT A and incorporated herein as a
part hereof. The Tenant shall further have the right, in common with other
tenants of the Landlord, to use the parking areas provided by the Landlord in
the vicinity of the premises which are not assigned to the exclusive use of any
particular tenant. (Parking plan to be attached).
2. TERM: This Lease shall be for a term of thirty six (36) months, commencing
on the 1st day of June, 1996 and ending on the 31st day of May, 1999 at and for
the rents, covenants and agreements hereinafter reserved and contained on the
part of the Tenant to be observed and performed.
3. MINIMUM RENT:
(a) Tenant covenants and agrees to pay to the Landlord at 0000 Xxxxxxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at such other place as may be designated
by the Landlord, in writing, without any prior demand therefor and without any
deduction or set-off whatsoever as minimum rent the sum of ONE THOUSAND TWO
HUNDRED FIFTY ($1,250.00) in advance upon the first day of each calendar month
during the term hereof.
(b) Cost of Living Increase. The monthly minimum rent as set forth in
paragraph 3(a) above shall be increased for each twelve (12) month period within
the initial (3) year term based on:
June 1, 1997. Rent is to be increased by the Consumer Price Index (CPI)
June 1, 1997 Rent is to be increased by CPI.
c Taxes and Assessments. Tenant further agrees to pay to the Landlord
Tenant's share of real estate taxes and assessment, including any
assessments that have been levied against the land and the improvements
thereon, apportioned as to the percentage of the space that the Tenant
occupies to the total of the entire space for the total premises so
assessed. That is to say, that the space leased under this Lease is
approximately 2500 square feet out of a total of 100,000 square feet.
Therefore, such taxes and assessments shall be apportioned to the Tenant on
the taxes and assessments shall be apportioned to the Tenant on the basis
of 2.5% on any such taxes or assessment. Such real estate taxes and/or
assessments are deemed to include any such tax assessment which may be
levied or assessed as a tax on rental income and shall also include front
foot benefit charges or assessments from special districting (such as
assessment for fire protection). The Tenant shall pay any tax assessed
against the additions or alterations made by the Tenant at its request.
The Tenant agrees that it will pay the annual installments for improvements
hereinafter constructed by the State or County authorities or any other
public authority apportioned on the basis of the front feet on the leased
premises subject to such assessment. All real estate taxes and assessments
due hereunder shall be payable on or before July 20th of each year. The
taxes for the first, and last year will be prorated.
(d) While the Landlord agrees throughout the term of this Lease to maintain the
Common Facilities (as hereinafter defined) in good order, condition and repair,
all expenses therefor shall be charged to the Tenant as additional rent and
Tenant shall pay its proportionate share thereof. Expenses for maintenance and
operation of the Common Facilities to be charged through to the Tenant shall
encompass and include all sums and expenses incurred by the Landlord for the
Common Facilities, such as, but not limited to, snow removal; resurfacing,
repainting and respiring, cleaning and sweeping of parking areas; replanting and
relandscaping; car stops; directional signs and markers; janitorial services,
security services, window cleaning, light bulbs and general maintenance for
common areas; security services and equipment providing for the security of the
warehouse complex at Grove Road or items useful to the Tenant in the reduction
of overall insurance costs; common area utilities, including, but not limited
to, parking lot lighting; the amortization of the costs of common water and
sewer facilities; the amortization of the costs of installation of capital
investment items which are primarily for reduction of the operating costs of the
warehouse complex at Grove Road where the Tenant shall share in a portion of
such costs; out-of-pocket expenses directly related to management and
supervision of the warehouse complex at Grove Road; and other
things determined necessary in the Landlord's judgment for proper
maintenance in a good, sanitary and attractive condition of all the Common
Facilities. Common Facilities will not exceed Ten (10%) percent per year.
Common Facilities herein shall include, but not be limited to, all
facilities in the Landlord's warehouse complex at Grove Road that are
for the non-exclusive use of the Tenant and Tenant's employees, agents
and invitees in common with other authorized users, and they shall
include, but not be limited to, vehicular parking areas, roadways,
service areas, together with plants and plantings thereon, and areas
containing directional signs. The term Common Facilities will not
include any area in the warehouse complex at Grove Road leased
exclusively to any tenant.
(e) All taxes, insurance premiums, damages, costs, attorney fees and other
expenses, charges and sums of every nature that Tenant assumes or agrees to pay
under this Lease, together with all interest and penalties that may accrue
thereon, and all damages, costs, expenses, and sums (including attorney fees)
that Landlord may suffer or incur by reason of any default by Tenant in
performance of the terms hereof, shall all be deemed to be, and collectible as,
additional rent due under this Lease. In the event of nonpayment of any item
described in this paragraph 3(e) by Tenant, Landlord shall have all the rights
and remedies as provided in this Lease for failure to pay rent.
(f) Late Charge. In the event that any payment therein provided for shall
become overdue for a period in excess of five (5) days, a "late charge" of five
cents ( $0.05 ) c) for each dollar ($1.00) so overdue shall become
immediately due to the Landlord as liquidated damages for failure to make prompt
payment. Said charge shall be payable for each month or fraction of a month
that payment is overdue.
4. SECURITY DEPOSIT. As a security deposit under this Lease, the tenant has
adopted the sum of One Thousand Two Hundred Fifty 00\000 ($1,250.00) in cash
with the Landlord, which shall be retained by the Landlord for the full term of
this Lease as security and guaranty for the payment of the rent, and also for
the faithful performance by the Tenant of all the terms, conditions, covenants
and agreements contained in this Lease on the part of the Tenant to be kept and
performed.
With reference to said security deposit, the parties hereto expressly
covenant and agree as follows:
(a) If the Lease is canceled for default of the Tenant, then no part of the
security deposit shall be returned by the Landlord to the Tenant, nor shall the
Landlord be bound to account unto the Tenant, nor shall the Landlord be bound to
account unto the Tenant for any part of the security deposit.
(b) No interest shall be paid on any part of the security deposit and the
Landlord need not keep the said deposit separate in a segregated account.
(c)
(d) The security deposit shall never be applied by the Tenant as rental, but
may be so treated by Landlord, in its sold discretion, as an element of damages
for breach by the Tenant.
(e) Upon the termination of this Lease by the Landlord as provided herein, or
upon the expiration of the term of the Lease, whichever may occur first, and if
at that time the Tenant is not in default of any of the terms, conditions,
covenants or agreements contained deposit within thirty (3) days after the
termination or expiration.
(f) The parties agree to make a joint inspection of the premises within five
(5) days after the Tenant has vacated; and if the Tenant is in default, the
security deposit shall be used to pay the cost of correcting any default, and
the balance, if any, refunded to the Tenant. If the security deposit is not
sufficient to correct all defaults, Tenant shall immediately pay to the Landlord
the additional sum necessary to correct all defaults.
(g) In the event at any time during the term of this Lease the Landlord shall
apply all or any portion of the security deposit to correct a breach of this
Lease by the Tenant (which the Landlord shall be free to do at any time during
the period hereof), then Tenant agrees upon demand from Landlord to restore the
amount of the security deposit back up to the original amount hereinabove
provided for, and it is agreed that the amount so required for restoration shall
be considered as additional rent hereunder.
5. GENERAL AGREEMENTS OF TENANT. The Tenant covenants and agrees as follows:
(a) To use the premises and the parking space leased hereunder only for the
uses described in paragraph 1, or related businesses and never to permit
overnight storage of goods or materials on the loading dock or parking areas.
(b) To pay all bills for electricity, gas, fuel, power, water, sewer, including
those charges of the Xxxxxxxxx County Department of Public Works, trash removal,
telephone, and all other utilities used or consumed by the Tenant as the same
shall become due. With respect to sewer and water charges (and any other
charges for any of the above that are not individually charged or metered)
payable in connection with the Building of which the leased premises are a part,
it is agreed that Tenant shall pay, as additional rent, its proportionate part
of any such charges experienced by Landlord, unless Landlord shall determine
that a proportionate part does not fairly represent the Tenant's fair share of
water and sewer use or use of any other charge because of the nature of its
business, in which event a greater share of such water and sewer charges and
other charges may be charged as against Tenant because of its disproportionate
use of such utilities or services. Tenant will pay its proportionate part, or
other sewer and water charges or charges for other services, no less often than
quarter-annually or as billed by Landlord and within thirty (30) days of the
mailing by landlord to Tenant of a statement therefor. Landlord reserves the
right to install submeters at Tenant's expense to monitor
(c) Tenant's use of water or other mutable services and charge the Tenant for
use of water and sewer and such other service based on the readings thereof.
To do nothing and permit nothing to be done on the leased premises
which will contravene or void any insurance policy covering the leased
premises. If the Tenant's use of occupancy of the leased premises or
its act of omission permitted by it, its agents, servants, and
employees, increase the premium on any fire insurance policy covering
the leased premises, then the Tenant shall pay such increased premium.
(d) To insure any plate glass on the leased premises against breakage
furnishing the Landlord with a copy of said policy, and if possible, naming them
as parties insured, or Tenant may be self-insured as to this item if approved,
in writing, by a separate agreement signed by the Landlord.
(e) To hold the Landlord free and harmless from any and all loss, claims or
damage by reason of any accident, injury or damage to any person or to the
personal property of any person occurring on the leased premises or caused by
such premises or any occurrence thereon.
(f) To maintain and pay for public liability insurance with bodily injury
limits of One Million Dollars and One Million Dollars $1,000,000.00 -
$1,000,000.00), and property damage limits of Five Hundred Thousand Dollars
($500,000.00), protecting the Tenant and the Landlord against liability for any
accident, injury or damage to the premises or cause by the same. The Tenant
further agrees to name the Landlord as the party insured in said policies and to
furnish the Landlord with a copy of said insurance policy or memorandum thereof.
In addition, Tenant agrees to pay to the Landlord its proportionate share of any
insurance premiums of any kind leased premises constitute a part. Tenant's
share of such insurance cost shall be 2.5% of the total of any such insurance
cost and shall be paid by the Tenant on the next rent due day following written
demand by the Landlord.
(g) Not to make alterations or additions to the premises without the written
consent of the Landlord and to pay for all such alterations and additions. Upon
termination of the Lease, the Landlord shall have the option to require the
Tenant, at Tenant's cost, to restore any part or all of the premise to its
original condition. However, if the Landlord does not exercise this option,
such alternation and additions and additions.
(h) To comply with all applicable laws, ordinances, rules and regulations
whether Federal, State, County or Town.
(i) To abide by all rules, regulations and stipulations by the Landlord which
are necessary or advisable for the safety, care, protection, appearance,
orderliness, uniformity or cleanliness of the leased premises and parking areas
for use by other cleanliness of the leased premises and parking areas for use by
other tenants or for persons on or in the vicinity thereof and of the complex of
Landlord at Grove Road of which the premises are a part. Any violation by
Tenant of such rules and regulations adopted hereunder by Landlord, after
expiration of ten (10) days following the mailing of written notice of such
rules and regulations to Tenant, shall be considered a default hereunder by
Tenant to the same extent as if such rules and regulations were an original part
of this Lease.
(j) To guarantee that Landlord, Tenant and other tenants of Landlords, and the
agents, guests and invitees of all of them shall at all times have access to
and/or through the loading platform, adjacent driveways and parking areas.
(k) To surrender the premises upon the expiration or termination of this Lease
in the same good order and clean condition in which they were received at the
inception of this Lease; at the same time, to surrender all equipment of the
Landlord in good, clean operating condition.
(l) Not to place any signs, advertisements, or notices on the exterior of
the building any signs, advertisement, or notices on the exterior of the
building without the Landlord's prior consent shall not be unreasonably
withheld but which Landlord may restrict in order to ensure proper signage
for all tenants, in order to promote, if Landlord wishes, uniformity, and
in order to comply with applicable regulations.
(m) To keep, at its cost and expense, in a good state of repair, maintenance
and cleanliness all parts of the leased premises; to keep in good, clean
operating conditions all doors, equipment and fixtures on or used in connection
with the premises; to provide for regular servicing and maintenance, including
change of filters, for all mechanical equipment on the premises; and if
necessary, to replace, at its cost, any mechanical equipment which becomes
defective. Tenant will maintain a comprehensive commercial service contract
(which includes replacement) on all HVAC equipment for the term of the lease.
Landlord will warrant the good working order of the HVAC equipment for the term
of the lease. Landlord will warrant the good working order of the HVAC
equipment at commencement and for 90 days from the commencement of this lease.
(n) To maintain and keep in good repair the parking area leased hereunder and
not to store any kind of property other than motor vehicles in operating
condition on the parking area. Tenant is only responsible for the damage to the
parking area caused by their employees, affiliates, vendors and quests.
(o) Not to install or store in the leased premises any safe, machinery or heavy
equipment of any kind exceeding in weight 150 pounds per square foot.
(p) That the Landlord shall not be liable to the Tenant, its agents, servants,
employees, invitees or any other person or persons for any claims, damages or
injuries resulting from any acts of negligence of any Co-Tenant's employees,
agents, licensees, invitees or any other persons, in or about the leased
premises, the building, parking or common areas thereof.
(q) That all of Tenant's agreements, covenants, and promised set forth in this
Lease to be performed by Tenant shall survive termination of this Lease and the
Lease term hereunder, as well as any lease renewals and subsequent termination's
thereof.
6. INSOLVENCY. If Tenant makes any assignment or composition for the benefit
of creditors, or if any proceedings are commence to have the Tenant declared
insolvent, or if a receiver or trustee is appointed to take charge of the
Tenant's affairs, or if Tenant shall become insolvent or incapable of
discharging its debts as they become due, or if anything shall occur the
Landlord to deem itself insecure, then the Landlord may terminate this Lease
forthwith, and the Tenant shall remain liable for all damages to the leased
premises and rent as set forth in paragraph 10, below. This Lease shall not be
or become an asset of the insolvency state.
7. SUBORDINATION. This Lease is subject to all present and future mortgages
and deeds of trust affecting the leased premises, as well as covenants and
restrictions of record without need of further written agreement to such effect;
but Tenant agrees to execute on demand any and all appropriate documents or
papers to effectuate the provisions of this paragraph.
8. FIRE. If the leased premises shall be damaged or destroyed by fire or
other casualty, the Landlord shall have five (5) months, more or less, within
which to repair or restore the same. Until the premises are restored, the rent
shall be abated in an amount corresponding to the period and the extent to which
the premises are untenantable. If the Landlord shall fail to restore the
premises within five (5) months after such damage or destruction, at the option
of the Landlord, this Lease shall thereupon terminate.
9. EMINENT DOMAIN. In the event that the Federal, State, County or Town
authorities, or any branch or bureau of either or any of said authorities should
acquire the leased premises by eminent domain proceedings or under threat of
eminent domain proceedings by private purchase, the Landlord, its successes or
assigns, may recapture the lands and premises so condemned or acquired by
purchase by giving to the Tenant a ninety (90) days written notice to remove
from and quit the leased premises, and thereupon this Lease and the term created
by it shall fully cease and determine; but in no event shall the Landlord be
obligated to compensate the Tenant out of the purchase price, or
10. award or otherwise, for any loss the Tenant may sustain by reasons of such
sale or condemnation to the goodwill, custom or patronage incident to the
Tenant's business which it may have been conducting in and upon the leased
premises, or for any claim that the Tenant may have for such sale or
condemnation. The Tenant shall be free to make any claim available to it from
such condemning authority.
10. DEFAULT AND REMEDIES. (a) In the event of any breach of any covenant or
condition of this Lease or if the premises are deserted or vacated by Tenant,
the Landlord shall have the right to enter, by force if necessary, as Tenant's
agent to relate the leased premises, on behalf of the Tenant and to apply there
income to the payment of rent due under this Lease and to hold Tenant liable and
to xxx the Tenant for any deficiencies resulting therefrom, including rent not
yet due under this Lease for the unexpired balance of the term of this Lease and
including reasonable attorneys' fees and court costs.
(b) If the rent agreed to be paid, including all other sums of money which
under the provisions hereof may be considered as additional rent, shall be in
arrears in whole or in part for Thirty (30) or more days, Landlord may distrain
therefor (and in connection with distraint proceedings Tenant agrees that a
nominal bond not to exceed Five Hundred Dollars ( $500.00) shall be sufficient),
and the covenant to pay rent herein shall be considered breached by Tenant. If
enant shall be in breach of any of the covenants set forth in this Lease
Agreement, Landlord may at its option, after having given notice set forth
below, and if Tenant, after such notice, shall fail to remedy such breach as set
forth below, reenter the leased premises without the need for resort to judicial
proceedings, and declare this Lease and the tenancy hereunder terminated, and
Landlord shall be entitled to the benefit of all provisions of the law
respecting the speedy recovery of lands and tenements held over by tenants or
proceedings in forcible entry and detained. Tenant agrees that if Landlord
shall so reenter or if this Lease shall be terminated by Landlord because of
breach hereunder by Tenant:
(a) If the rent shall become due thereupon and be paid up to the time of
reentry, dispossession, expiration or termination, together with reasonable
express Landlord as hereinafter defined; and
(b) Landlord may relate the leased premises or any part thereof,
either in the name of Landlord or otherwise, for a term or terms which may,
at Landlord's option, be less than or exceed the period which would
otherwise have constituted the balance of the terms which may, at
Landlord's option, be less than or exceed the period which would otherwise
have constituted the balance of the term of this Lease and may grant
reasonable concessions; and
c Tenant shall also pay to Landlord as liquidated damages upon demand by
Landlord at any time following such reentry or termination for the failure of
Tenant to observe and perform the covenants of this Lease, any deficiency
between (a) the sum of ( i ) the minimum monthly rent as adjusted in this Lease
for changes in the cost of living for the month immediately preceding such
reentry or termination, plus ( ii ) the additional rent (adjusted to a monthly
payment) payable hereunder for the month immediately preceding such reentry or
termination times the number of months constituting the balance of the lease
term, and (b) the amount, if any, of rents actually collected up to the time of
Landlord's demand for liquidated damages on account of the leased premises for
any of the period following the date of reentry, dispossession, expiration, or
termination which would otherwise have constituted the balance of the term of
the Lease.
In computing such liquidated damages, which shall be payable to Landlord
upon demand as aforesaid, there shall be added to the said deficiency such
reasonable expenses as Landlord may incur in connection with reletting, such as
court costs, attorneys' fees, real estate brokerage commissions, and for keeping
the leased premises in good order or for preparing the same for reletting. All
liquidated damages hereinabove described shall be payable in full upon
termination of the Lease or reentry by Landlord as aforesaid.
In the event Landlord shall determine that Tenant shall be in breach in the
performance of any of the covenants on its part to be performed hereunder,
except for the payment of rent and/or additional rent, Landlord shall be
required to give written notice thereof to Tenant. Tenant shall have ten (10)
days following receipt of such written notice to cure the breaches described in
such notice, unless Landlord shall agree in writing to any extension of such
period; PROVIDED, HOWEVER, if Tenant shall proceed with due diligence to cure
said breaches after said notice, then such ten (10) day period shall be extended
to such a period of time as may be required, in the Landlord's reasonable
discretion, to cure such listed breaches while proceeding with due diligence.
The provisions herein dealing with notice and granting to the Tenant a grace
period for performance shall not be applicable to a Tenant's breach of this
Lease Agreement because of nonpayment of rent and/or additional rent. There
shall be no notice requirements required or grace periods allowed (other than
those specifically applicable to payment of rent or additional rent) in the
case of a breach of this Lease Agreement by Tenant for nonpayment of rent
(minimum and additional).
( c ) No mention in this Lease of any specific right or remedy shall
preclude landlord from exercising any other right or from having any other
remedy or from maintaining any action to which it may be otherwise entitled
either at law or in equity; and the failure of Landlord to insist in any one or
more instances upon a strict performance of any promise, covenant, condition or
agreement of this Lease or to exercise any option or right herein contained
shall not be construed as a waiver or relinquishment for the future of such
promise, covenant, condition, agreement, right of option, but the same shall
remain in full force and effect unless the contrary is expressed in writing by
Landlord.
11. ASSIGNMENT. Tenant will not transfer or assign either the benefits of or
burdens under this Lease or make any sublease of the leased premises without the
written consent of the Landlord; and the Landlord agrees that such consent shall
not be unreasonably withheld in the case of a suitable, financially responsible
subtenant or assignee. "Transfer" or "assignment" shall include sale or
transfer of the majority stock of the Tenant. Landlord's consent to any
assignment, subletting, occupation, or use by another person shall not be deemed
to be a consent to any subsequent assignment, subletting, occupation, or use by
another person, and Landlord shall have the continuing right of approval set
forth.
12. RIGHT OF ENTRY. The Landlord shall have the right to enter the leased
premises at all reasonable hours to examine the same as well as to make any
necessary alterations and repairs to the premises or to contiguous premises
owned by the Landlord; and during the last six (6) months of the term of this
Lease, the Landlord shall have the right to enter the leased premises at
reasonable times and hours to exhibit the same for rental. Landlord may enter
to exhibit the premises for sale at any time during the term hereof. It is
understood and agreed that Landlord shall retain a master set of keys by which
it can gain access to the leased premises in case this may be required in the
event of needed repairs or emergency. If at any time Tenant shall change any of
the locks on doors in the leased premises, then Tenant shall immediately give
Landlord notice of such change, and a set of master keys allowing to the
Landlord total access to the leased premises.
13. HOLDING OVER. If Tenant shall hold over after the expiration of this
Lease, it shall be a Tenant from month to month at twice the monthly rate in
effect during the last month of the expiring term of this Lease.
14. COMMISSION:
Mackintosh, Inc. was the real estate agent who procured the Tenant, and
shall be entitled to a commission amounting to Five percent (5%) on the base
rents for procuring the Tenant under this Lease.
15. QUIET ENJOYMENT. Upon payment by the Tenant of the rents herein provided,
and upon the observance and performance of all the covenants, terms and
conditions on Tenant's part to be observed and performed, Tenant shall peaceably
and quietly hold and enjoy the leased premises for the term hereby demised
without hindrance or interruption by Landlord or any other person or persons
lawfully or equitably claiming by, through or under the Landlord, subject,
nevertheless, to the terms and conditions of this Lease.
16. NO WAIVE. Any waiver of a default or breach of any covenant or condition
under this Lease shall not be deemed a waiver of any subsequent default or
breach.
17. SUCCESSORS. The terms, covenants and conditions contained in this Lease
shall bind and inure to the benefit of the Landlord and Tenant, their respective
heirs, legal representatives, successors and assigns; but as to assigns of
Tenant, only if the assignment has been consented to by the Landlord.
18 NOTIFICATION. No change, waiver or modification of the terms hereon shall
be binding unless in writing and signed by both the Landlord and the Tenant.
19. MISCELLANEOUS. (a) Neither the shareholders, officers, directors,
trustees, individuals or partners comprising Landlord nor the shareholders (or
any of the partners comprising same), directors, trustees, officers, or partners
of any of the foregoing (collectively, the "Parties") shall be liable for the
performance of the Landlord's obligations under this Lease. Tenant shall not
seek any damages against any of the Parties. The liability of Landlord for
Landlord's obligations under this Lease shall not exceed and shall be limited to
the Landlord's interest in the leased premises and the land on which the leased
premises is situated, and Tenant shall not look to any other property or assets
of any of the Parties in seeking either to enforce Landlord's obligations under
his Lease or to satisfy a judgment for Landlord's failure to perform such
obligations.
(b) The parties hereto shall and they hereby do waive trail by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other on any matters whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the leased premises and/or any claim of injury or damage. In
the event Landlord commences proceedings for nonpayment of rent, Tenant shall
not interpose any counterclaim of whatever nature or description in any such
proceedings except as such may be required by law to be interposed or forever
lost. This shall not, however, be construed in any way as a waiver of Tenant's
right to assert such claims in any separate action or actions brought by Tenant.
Tenant hereby expressly waives any and all rights of redemption granted by or
under dispossessed for any cause, or in the event of Landlord obtaining
possession of the leased premises by reason of the violation of Tenant of any of
the agreements of this Lease, or otherwise.
( c ) The landlord has informed the Tenant, in advance, that it may
develop the property that it owns at Grove Road as a condominium regime and,
therefore, the Tenant does hereby consent, in advance, to subdivision and/or
development of the building and improvement and land of which the leased
premises area part into the formation of individual and separately salable units
(in the nature of condominium units, cooperative units or otherwise). Tenant
does hereby consent, in advance, to the creation of such organizations in
connection with such subdivision and./or development of all or part of the
Landlord property at Grove Road as the Landlord shall determine appropriate , as
long as the rights of
the Tenant pursuant to the terms of this Lease are not thereby adversely
affected ; and the Tenant further agrees to pay all or any portion of the
additional rents required to be paid under this Lease to such regime,
association or organization as may be directed by the Landlord , as long as such
additional rents shall not be increase over and above those required to be paid
hereunder by the Tenant. As long as the subdivision , condominium , cooperative
or similar development shall not adversely affect the rights of the Tenant under
this Lease Agreement , regardless of whether or not the Tenant may have a
sufficient interest in the real property under law to require its consent to
the documents involved in such law to require its consent to the document
involved in such matter, the Tenant ( i ) does hereby specifically waive such
rights, and if such rights cannot be waived, ( ii ) does hereby consent to such
matters in advance, and (iii ) does hereby further irrevocably appoint the
Landlord and/or Xxxxxx X. Xxxxx (jointly and/or severally) its attorney-in-fact
to execute any and all documents that may be needed to be executed by Tenant
regarding any such subdivision, condominium, cooperative or similar development.
Further, in the event the Landlord hereunder should so subdivide and/or
develop its property at Grove Road, or any part thereof, into separately
saleable and/or transferable units, the Tenant does hereby agree, in advance, to
attorn to any purchaser of any unit which shall consist of the leased premises
and recognizes such purchaser as Landlord under the terms and provisions of this
Lease and no further consent of the Tenant shall be required, as long as the
purchaser of any unit consisting of the leased premises agrees in writing with
the Tenant to honor the rights and privileges of the Tenant under this Lease.
Additionally, the Tenant does hereby agree in advance that should the Landlord's
property as a whole by sold by the Landlord, then without further consent being
necessary, it shall attorn to the purchaser as Landlord under this Lease, as
long as such purchaser shall agree in writing with the Tenant to honor the
rights and privileges of the Tenant under the terms and conditions of the Lease.
(d) Tenant agrees that at any time and from time to time during the term of
this Lease, and within ten (10) days after demand therefor by Landlord, to
execute and deliver to Landlord or to any proposed mortgagee, trustee,
beneficiary or purchaser, a certificate of recordable form certifying that this
Lease is in full force and effect, that the Lease is unmodified, or if modified
state any such modifications, and that there are not defenses or offsets
thereto, or stating such defenses or offsets as are claimed by Tenant, and the
dates to which all rentals have been paid. Upon delivery of such written
certificate, Tenant shall thereafter be estopped from claiming any modification,
defense, offset or added paid sums not claimed to have been paid, but Tenant
shall be bound by such certificate, the accuracy of which Landlord shall be
entitled to challenge if it determines such certificate to be at variance with
its records.
(e) (After written notice), Landlord may relocate Tenant to other space that
is reasonably similar to the premises in the complex owned by Landlord at Grove
Road containing at least the same amount of square feet as contained in the
premises, provided that the costs of relocating Tenant and the costs of altering
the new space to make it comparable to the premises is borne by Landlord.
Landlord shall have the right at any time without the same constituting an
eviction and without incurring liability to Tenant or discontinuing the terms of
the Lease or in any manner changing the provisions in the Lease, to change the
arrangement and/or locations of any and all public entrances, passageways,
doors, doorways, corridors, elevators, stairs, toilets, parking facilities or
other parts of the aforesaid complex or structures associated therewith.
(f) Tenant shall not cause or permit any Hazardous Substance (hereinafter
defined) to be used, stored, generated or disposed of on or in the Leased
Premises by Tenant, Tenant's agents, employees, contractors or invitees, without
first obtaining Landlord's written consent. If Hazardous Substance are used,
stored, generated or disposed of on or in the Leased Premises except as
permitted above, of if the Leased Premises become contaminated in any manner for
which Tenant is legally liable, Tenant shall indemnify and hold harmless the
Landlord from any and all claims, damages, fines, judgments, penalties, costs,
liabilities or losses (including, without limitation, a decrease in value of the
Leased Premises, damages due to loss or restriction of rentable or usable space,
or any damages due to adverse impact on marketing of the space, and any and all
sums paid for settlement of claims, attorneys' fees, consultant and expert fees)
arising during or after the term hereof and arising as a result of such
contamination by Tenant. This indemnification includes, without limitation, any
and all costs incurred due to any investigation of the site or any cleanup,
removal or restoration mandated by a federal, state or local agency or political
subdivision. Without limitation of the foregoing, if Tenant causes or permits
the presence of any Hazardous Substance on the Leased Premises and such results
in contamination, Tenant shall promptly, at its sole expense, take any and all
necessary actions to return the Leased Premises to the condition existing prior
to the presence of any such remedial action. As used herein, "Hazardous
Substance" means any substance which is toxic, ignitable, reactive, or corrosive
and which is regulated by any local government, the State of Xxxx, or the United
States government. "Hazardous Substance" includes any and all material or
substance which are defined as "hazardous waste", "extremely hazardous waste",
or a "hazardous substance" pursuant to state, federal or local governmental law.
"Hazardous Substance" includes, but is not restricted to, asbestos,
polychlorobiphenyls ("PCB's") and petroleum. The indemnification provisions
herein shall survive termination of this Lease and the Lease herein term
created, and they shall also survive any lease renewals and subsequent
termination's thereof.
(g) Tenant understand, before moving into the premises for the purpose of
establishing the activity described in paragraph 1. Above, that Tenant may be
required to obtain from appropriate governmental authorities various approvals
and permits for such activity, including, but not limited to, a use and
occupancy permit, depending on what jurisdiction or political subdivision in
which the premises are located. Tenant also understands that in some cases,
depending on the facts and circumstances of each cases, some alterations or
improvements may be required to the premises depending on the use proposed by
the Tenant. Tenant accepts full and total responsibility for applying for,
paying all fees in connection with, satisfying all conditions for, and obtaining
issuance of any permits as shall be required for Tenant's occupancy, all at the
cost and expenses of Tenant. Landlord has made no representations whatsoever as
to any of the above matters, including, but not limited to, what, if any,
permits and approvals are required, what conditions would have to be fulfilled
or what cost, if any, would be involved in obtaining such approvals or permits.
If issuance of appropriate governmental approval or permit would require any
alteration, improvement or modification to the premises, then Tenant must
receive prior written approval of Landlord, and must otherwise deal with such
matters (including, but not limited to, removal upon termination), in the same
manner as otherwise provided in paragraph 5.(g) above.
IN WITNESS WHEREOF, the parties hereto have affixed their hands and seals
to this Lease as a specialty instrument; and in the event either is not an
individual, such signature has been affixed by the party's duly authorized
applicable officer, partner and/or agent.
XXXXXXXXX XXXX LIMITED PARTNERSHIP
XXXXXXXXX, INC. - GENERAL PARTNER
WITNESS: BY:
_____________________________ _______________________________________
LANDLORD
____________________________ _______________________________________
Xxxxxxx Xxxxxxxx
TENANT
ADDENDUM TO BASIC COMMERCIAL LEASE AGREEMENT
Addendum to Basic Commercial Lease Agreement dated the 28th day of May,
1996, by and between XXXXXXXXX XXXX LIMITED PARTNERSHIP, hereinafter called
Landlord, and ATLANTIC COPIER TECHNOLOGIES, INC. hereinafter called Tenant, is
incorporated and made an integral part of the basic Lease Agreement.
1. TEMPORARY SPACE: Tenant will lease for the first two (2) months of the
lease unit 7311-H, (2500sf) until the existing lease expires on 7311-B on July
31, 1996. The lease rate on the temporary space will be calculated at $4.50 sf
NNN. On August 1st, 1996 the tenant can move into 7311-B and all terms and
conditions in the lease will be effect.
_______________________________ _______________________________
LANDLORD TENANT
