EXHIBIT 10.43
BUSINESS PROPERTY LEASE
1. THIS LEASE made this 23RD day of AUGUST 2000, by and between
QUADRATE DEVELOPMENT, L.L.C.,
a Michigan Limited Liability Company
15801 23 Mile Road
Macomb Township, MI 48042
hereinafter designated as the Landlord, and
UFP TECHNOLOGIES, INC.,
a Delaware corporation
172 East Main Street
Georgetown, MA 01833-2107
hereinafter designated as the Tenant.
2. DESCRIPTION.
The Landlord, in consideration of the rents to be paid and the covenants
and agreements to be performed by the Tenant, does hereby lease unto the Tenant
the following described premises situated in the Township of Macomb, County of
Macomb, State of Michigan to wit:
Premises known as 51362 Quadrate Drive, consisting of an industrial
building situated thereon containing approximately 70,703 square feet and
land on Lots 6 and 7 and the south 65 feet of Lot 8, Quadrate Corporate
Park Subdivision depicted on the attached "Exhibit A," subject to
encumbrances, easements, covenants and restrictions of record, together
with Landlord's build-out improvements as set forth below,
hereinafter designated the "leased premises."
3. TERM / RENT.
For the term of seven (7) years from and after the commencement date
(hereinafter defined) fully to be completed and ended, the Tenant yielding and
paying during the continuance of this Lease unto the Landlord for the rent of
the leased premises for said term, the sum of Three Million One Hundred Forty
Two Thousand Seven Hundred Forty Eight and 28/100 Dollars ($3,142,748.28) in
lawful money of the United States payable in monthly installments in advance,
upon the first (1st) day of each and every month as follows:
$37,413.67 per month for eighty-four (84) months
The foregoing amounts do not include additional rent for Landlords payments and
costs for taxes, insurance and maintenance. Landlord hereby acknowledges receipt
of the first month's rent, including taxes and insurance pro-rated in accordance
with Paragraphs 5(a) and 7(b) herein, respectively.
The Tenant hereby hires the said premises for the said term as above mentioned
and covenants well and truly to pay, or cause to be paid unto the Landlord at
the dates and times mentioned, the rent above reserved. Tenant also agrees to
pay when due all additional rent and all sums to be paid by Tenant as provided
herein.
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4. LATE FEE / INTEREST.
If Tenant fails to pay any rent or additional rent by its due date, and
such failure continues for ten (10) days, Tenant shall pay to Landlord for each
such late payment a late fee of two percent (2%) of the amount of the late
payment. If the Tenant shall default in any payment or expenditure other than
rent required to be paid or expended by the Tenant under the terms hereof, the
Landlord may, at his option make such payment or expenditure on Tenant's account
following written notice to Tenant and Tenant's failure to cure within ten (10)
days after Tenant's receipt of such notice, in which event the amount thereof
shall be due and payable as additional rent to the Landlord by the Tenant on the
next ensuing rent payment due date together with interest at twelve (12%) per
annum from the date of such payment or expenditure by the Landlord, and on
Tenant's default of such payment the Landlord shall have the same remedies as on
default in payment of rent.
5. TAXES.
(a) For purposes of this Lease, the "Base Year Taxes" are equal to
$60,097.55 (which is computed at the rate of $ .85 per square foot). In
consideration for Landlord's payment of all of the real property taxes,
including those designated as the "Macomb Intermediate School District Summer
Tax Statement" and the "Winter Taxes" (or any other designations as may be
adopted by the taxing authority from time to time), which are assessed or
charged against the leased premises, Tenant shall pay additional rent in
consecutive monthly installments, each equal to one-twelfth (1/12) of the Base
Year Taxes, on or before the day rent is due commencing on the commencement date
and continuing thereafter for the term of this Lease and any extensions thereof,
together with increases, if any, in accordance with Paragraph 5(b) herein.
Provided, however, Tenant shall be entitled to apply for an abatement of real
property taxes in accordance with the applicable statutes and ordinances, and in
the event such abatement is duly granted by the appropriate governmental
authorities the Base Year Taxes and Tenant's additional rent pursuant to this
Paragraph 5(a) shall be reduced in accordance with such abatement ("Adjusted
Base Year Taxes") and any subsequent increases in real property taxes for
purposes of Paragraph 5(b) shall be based on the Adjusted Base Year Taxes. In no
event shall Tenant's obligation for additional rent for real property taxes be
less than the amount of the Base Year Taxes or Adjusted Base Year Taxes in
accordance with this Paragraph 5(a). Provided, however, the Adjusted Base Years
Taxes and any increases thereof shall be paid by Tenant directly to the
appropriate taxing authorities if so required pursuant to the granting of such
property tax abatement, in which event the Tenant shall pay such taxes on or
before the date that any penalties or interest attaches and shall promptly
provide Landlord with a copy of the paid tax receipts therefor.
(b) Tenant shall pay to Landlord as additional rent any increase(s) in
the real property taxes over the Base Year Taxes. Tenant shall pay such
increase(s) in consecutive monthly installments, each equal to one-twelfth
(1/12) of such tax increase, on or before the day rent is due commencing within
thirty (30) days after written notice to Tenant from Landlord of the tax
increase and continuing thereafter for the term of this Lease and any extensions
thereof. In the event of such increase, Landlord shall provide Tenant with a
copy of the tax bill(s) from the taxing authority(ies) showing the increase.
Tenant shall have the right to contest such tax increase by initiating
appropriate proceedings in the name of the Landlord, if necessary, provided all
expenses incurred by reason thereof shall be paid by Tenant, and further
provided that such contest shall not operate to suspend or delay Tenant's
obligation to pay real property taxes to Landlord in accordance with this
Section 5.
(c) If at any time during the term of this Lease the method of taxation
prevailing at the commencement of the lease term shall be altered so that any
new or modified tax, assessment, levy, imposition or charge, or any part
thereof, shall be measured by or based in whole or in part upon the Lease or
leased premises, or the rent, additional rent or other
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income therefrom, other than Federal or State income, intangibles, or single
business tax, and shall be imposed upon the Landlord, then such taxes,
assessments, levies, impositions or charges or the parts thereof (hereinafter
"Altered Tax"), to the extent that they are so measured or based, shall be
deemed to be included within the term "real property taxes" for the purposes of
this Section 5, and Tenant shall pay additional rent for any increases in real
property taxes resulting from the imposition of the Altered Tax in accordance
with Paragraph 5(b).
(d) Tenant shall pay directly to the taxing authority and before any
penalty or interest attaches, all personal property taxes levied or assessed
against the personal property of Tenant located upon the leased premises, and
shall, upon written request, furnish to Landlord copies of the paid receipts
therefor.
6. GENERAL OR SPECIAL ASSESSMENTS.
Tenant agrees to pay to any public authority or appropriate agency
thereof, as promptly as the same becomes due and payable, all general or special
assessments and taxes for repairs or maintenance of any public or private
service or improvement on, abutting or benefiting the leased premises, levied,
assessed, imposed or made a lien, at any or all times during the term hereof,
against the leased premises and any building, structure, fixture, or
improvements now or hereafter located thereon, or the contents thereof, or
arising with respect to the occupancy, use or possession of the leased premises,
including all interest, penalties, collection charges, and other charges which
may accrue thereon; provided, however, that with respect to any such lien or
charge for which payment is permitted in installments extending beyond the term
of this Lease, Tenant shall not be required to pay any installments extending
beyond the term of this Lease or extensions thereof. Tenant shall not be
responsible for payment of any assessments that were due and payable prior to
execution of this Lease. Landlord represents that, as of the date hereof,
Landlord is not aware of general or special assessments against the leased
premises.
7. INSURANCE.
(a) During the term of this Lease and any extensions hereof, the Landlord
shall keep insured the building and improvements on the leased premises against
loss or damage by fire, vandalism, malicious mischief, and against such other
risks of a similar or dissimilar nature, as shall be insurable under present or
future forms of fire and extended coverage policies which are standard for use
in the State of Michigan in amounts not less than 100% of the actual replacement
value of the building and improvements. Landlord shall pay the premium(s) for
such insurance policy(ies). All proceeds of the insurance policies shall be paid
directly to Landlord.
(b) For purposes of this Lease the "Base Year Insurance Premium" is equal
to $7,070.30 (which is computed at the rate of $0.10/square foot). In
consideration for Landlord's cost of securing the insurance policy(ies)
described in Paragraph 7(a), Tenant shall pay to Landlord additional rent in
consecutive monthly installments, each equal to one twelfth (1/12) of the Base
Year Insurance Premium, on or before the day rent is due commencing on the
commencement date and continuing thereafter for the term of this Lease and any
extensions hereof, together with increases, if any, in accordance with Paragraph
7(c) herein. In no event shall Tenant's obligation for additional rent for the
cost of such insurance policy(ies) be less than the Base Year Insurance Premium
in accordance with this Paragraph 7(b).
(c) Tenant shall pay to Landlord as additional rent any increase in the
cost of the insurance described in Paragraph 7(a) over the Base Year Insurance
Premium. Tenant shall pay such additional rent in consecutive monthly
installments, each equal to one twelfth (1/12) of such increase(s), on or before
the day rent is due commencing within thirty (30) days after written notice to
Tenant from Landlord of the insurance cost increase and continuing thereafter
for the term of this Lease and any extensions thereof.
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(d) Tenant shall be responsible for obtaining and paying for insurance on
the contents of the building, including but not limited to any of Tenant's
equipment, trade fixtures or other property.
8. WAIVER OF SUBROGATION.
Landlord and Tenant each hereby waive any and all rights of recovery
against the other, or against the officers, employees, agents and
representatives of the other, for loss of or damage to its property or property
of others under its control, if such loss or damage is covered at the time of
such loss or damage, by any insurance policy(ies) required to be in force at the
time of such loss or damage, but only to the extent of the limits of such
policy(ies). Upon obtaining the policy(ies) of insurance described herein, the
parties shall give notice to the insurance carrier or carriers of the foregoing
mutual waiver of subrogation.
9. MAINTENANCE.
Tenant covenants and agrees to keep and maintain at its own expense the
leased premises and every part thereof, excluding the roof and four outer walls,
but specifically including, without limitation, all doors, window frames and
glass, all electrical, mechanical and plumbing systems, sidewalks, landscaped,
parking and paved areas in good appearance, condition and repair, except for
reasonable use and wear, and in compliance with the Declaration of Easements,
Covenants and Restrictions for Quadrate Corporate Park Subdivision (hereinafter
"Declaration"), a copy of which is attached hereto as "Exhibit B." Tenant shall
be in sole possession and control of all sidewalks, parking areas and pavement
on the leased premises and agrees to keep and maintain same in a safe, secure,
clean and sanitary condition, including without limitation the removal of snow
and ice accumulations.
10. PLACE OF PAYMENT.
All payments of rent and other sums to be made to the Landlord shall be
made at Landlord's address as indicated above or at such place as the Landlord
may designate in writing from time to time.
11. ASSIGNMENT / SUBLETTING.
The Tenant covenants not to assign or transfer this Lease or hypothecate
or mortgage the same or sublet the leased premises, or any part thereof, without
the written consent of the Landlord, which consent shall not be unreasonably
withheld. Any assignment, transfer, hypothecation, mortgage or subletting
without said written consent shall give the Landlord the right to terminate this
Lease and to reenter and repossess the leased premises. No assignment or
subletting shall relieve Tenant of the covenants and agreements herein.
12. BANKRUPTCY and INSOLVENCY.
The Tenant agrees that if the estate created hereby shall be taken in
execution, or by other process of law, or if the Tenant shall be declared
bankrupt or insolvent, according to law, or any receiver be appointed for the
business and property of the Tenant, or if any assignment be made of the
Tenant's property for the benefit of creditors, then and in such event this
Lease may be canceled at the option of the Landlord.
13. RIGHT TO MORTGAGE.
The Landlord reserves the right to subject and subordinate this Lease at
all times to the lien of any mortgage or mortgages now or hereafter placed upon
the Landlord's
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interest in the leased premises and on the land and building thereon or upon any
buildings or improvements hereafter placed upon the land. Tenant covenants and
agrees to execute and deliver upon demand such further instrument or instruments
subordinating this Lease to the lien of any such mortgage or mortgages as shall
be desired by the Landlord and any mortgagees or proposed mortgagees (provided
that such mortgagee(s) agree in writing to not disturb Tenant's right of
possession hereunder so long as Tenant is not in default under this Lease), and
Tenant hereby irrevocably appoints the Landlord the attorney-in-fact of the
Tenant to execute and deliver any such instrument or instruments for and in the
name of the Tenant in the event Tenant fails or refuses to do so.
14. USE and OCCUPANCY.
It is understood and agreed between the parties hereto that during the
continuance of this Lease the leased premises may be used and occupied for
office and light manufacturing uses and for no other purpose or purposes without
the written consent of the Landlord, and that the Tenant will not use the leased
premises for any purpose in violation of any law, municipal ordinance or
regulation, or the Declaration, and that upon any such violation the Landlord
may at his option terminate this Lease forthwith and reenter and repossess the
leased premises.
15. FIRE or OTHER CASUALTIES.
It is understood and agreed that if the leased premises are damaged or
destroyed in whole or in part by fire or other casualty during the term hereof,
the Landlord will repair and restore the same to good tenantable condition
within 180 days after such fire or other casualty, and that the rent herein
provided for shall abate entirely in case the entire premises are untenantable
and pro-rata for the portion rendered untenantable, in case a part only is
untenantable, until the same shall be restored to a tenantable condition;
provided, however, that if the Tenant shall fail to adjust his own insurance or
to remove his damaged goods, wares, equipment or property within a reasonable
time, and as a result thereof the repairing and restoration is delayed, there
shall be no abatement of rental during the period of such resulting delay, and
provided further that there shall be no abatement of rental if such fire or
other cause damaging or destroying the leased premises resulted from the
negligence or willful act of the Tenant, his agents, employees or invitees, and
provided further that if the Tenant shall use any part of the leased premises
for storage during the period of repair a reasonable charge shall be made
therefor against the Tenant, and provided further that in case the building is
destroyed to the extent of more than one-half (1/2) of the value thereof, and/or
Landlord shall be unable to restore the leased premises to a tenantable
condition within 180 days (plus the period of time for any delay caused by the
Tenant), either the Tenant (except in the case when the damage or destruction
was caused by an unlawful act of the Tenant) or the Landlord shall have the
option to terminate this lease upon 30 days written notice to the other.
16. LANDLORD'S OBLIGATION TO REPAIR.
The Landlord after receiving written notice from Tenant and having
reasonable opportunity thereafter to obtain the necessary workmen therefor
agrees to keep in good order and repair the roof and the four outer walls of the
leased premises and any warranted items as expressly set forth herein, but not
the doors, or windows or any of the appliances or appurtenances of said doors or
windows or any attachment thereof or attachments to the building or leased
premises used in connection therewith. Landlord warrants the repair of the HVAC
system for a period of two (2) years from the commencement date.
17. TENANT TO INDEMNIFY / LIABILITY INSURANCE.
The Tenant agrees to indemnify, defend and hold harmless the Landlord
from any liability for damages to any person or property in, on or about the
leased premises and expenses (including attorney's fees) arising from the
operation of Tenant's business
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on the premises or from acts or omissions of Tenant or Tenant's employees,
agents, licensees, invitees or contractors; and Tenant will procure and keep in
effect during the term hereof public liability and property damage insurance for
the benefit of the Landlord in the sum of One Million and 00/100 Dollars
($1,000,000.00) for damages resulting to one person, One Million and 00/100
Dollars ($1,000,000.00) for property damage resulting from any one occurrence,
Two Million and 00/100 Dollars ($2,000,000.00) for damages resulting from one
casualty, and contractual liability insurance covering Tenant's indemnity
obligations. Tenant shall deliver to the Landlord certificates of insurance
indicated that the above described insurance is in effect, and upon Tenant's
failure so to do the Landlord may at his option obtain such insurance and the
cost thereof shall be paid by Tenant as additional rent on or before the next
rent payment due date following written notice from Landlord, and upon default
in payment Tenant shall pay interest thereon at the rate of twelve percent (12%)
per annum from the date the payment was due; but the election on the part of
Landlord not to obtain such insurance shall not release the Tenant of his
obligations and liability under this Paragraph 17.
18. TENANT'S OBLIGATION TO REPAIR / ALTERATIONS, ADDITIONS AND IMPROVEMENTS.
Except as provided in Paragraph 16 hereof, the Tenant further covenants
and agrees that he will, at his own expense, during the continuation of this
Lease, keep the leased premises and every part thereof and at the expiration of
the term yield and deliver up the same in as good repair and in a like condition
as when taken, reasonable use and wear thereof excepted. The Tenant shall not
make any alterations, additions or improvements to the leased premises without
the Landlord's written consent, which consent shall not be unreasonably
withheld, and all alterations, additions or improvements made by either of the
parties hereto upon the leased premises, except movable office furniture and
trade fixtures put in at the expense of the Tenant, shall be the property of the
Landlord, and shall remain upon and be surrendered with the leased premises at
the termination of this Lease, without molestation or injury.
19. EMINENT DOMAIN.
If the whole or any substantial part of the leased premises is taken by
any public authority under the power of eminent domain, then the term of this
Lease shall cease on the part so taken from the day possession of that part
shall have been so taken and the rent shall be paid up to that day, and from
that day the monthly rental payments shall be reduced pro-rata for the portion
so taken. If, however, the portion of the leased premises so taken shall
materially interfere with the use by the Tenant of the remainder of the leased
premises, Tenant shall have the right to terminate this Lease by written notice
to the Landlord within sixty (60) days after possession shall have been so
taken. All damages awarded for such taking shall belong to and be the property
of the Landlord whether such damages shall be awarded as compensation for
diminution in value to the leasehold or the fee of the leased premises,
provided, however, that the Tenant may file its own claim and Landlord shall not
be entitled to any portion of the award made to the Tenant for loss of business
or moving expenses.
20. RESERVATION.
The Landlord reserves the right of free access at all times to the roof
of the leased premises and reserves the right to rent said roof for the
placement of aerials. The Tenant shall not erect on the roof any structures for
storage or any aerial, or use the roof for any purpose without the written
consent of the Landlord.
21. CARE OF PREMISES.
The Tenant shall not perform any acts or carry on any practices which may
injure the building, be a nuisance or menace to occupiers of contiguous
properties owned by Landlord or violate any provision of the Declaration and
shall keep the premises under
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his control (including sidewalks, streets and parking areas) clean and free from
rubbish, dirt and debris at all times. It is further agreed that in the event
the Tenant shall not comply with this paragraph, the Landlord may, following the
tenth (10th) day after written notice to Tenant, enter upon the premises and
have such rubbish, dirt, debris, nuisance, menace or violating condition
removed, in which event the Tenant agrees to pay all reasonable charges
therefor. Said charges shall be paid to the Landlord on or before the next rent
payment due date following Landlord's presentment of the bill(s) therefor.
22. TENANT'S COMPLIANCE WITH LAWS AND REGULATIONS.
Tenant shall at his own expense and under penalty of forfeiture and
damages promptly comply with all laws, orders, regulations or ordinances of all
municipal, County and State authorities affecting the leased premises and the
cleanliness, safety, occupation and use of same. If at any time after Tenant has
taken occupancy of the leased premises, repairs, additions or alterations to the
leased premises or any of its systems or components, whether structural or
non-structural, shall be required by statute, ordinance, regulation, or order of
any governmental authority or court of appropriate jurisdiction, or insurance
carrier providing the insurance required by this Lease, by reason of the
operation of Tenant's business, it shall be the obligation of the Tenant to make
such repairs, additions or alterations at his own expense.
23. CONDITION OF PREMISES.
The Tenant acknowledges that he has examined the leased premises prior to
the making of this Lease and knows the condition thereof, and that no
representations as to the condition or state of repairs thereof have been made
by the Landlord, or his agent, which are not herein expressed, and the Tenant
hereby accepts the leased premises in their present condition, subject to
Landlord's obligation to make the improvements described in Paragraph 36 herein.
Landlord warrants that as of the commencement date all improvements, except
those installed by Tenant, are in compliance with all applicable laws, orders,
regulations and ordinances affecting the use of the leased premises.
24. HAZARDOUS WASTE INDEMNIFICATION.
(a) Landlord represents that it has no knowledge of the presence of any
hazardous or toxic substances on the leased premises. Landlord shall indemnify,
defend and hold harmless the Tenant from and against all liability and expense,
including defense costs and attorney fees, arising from or caused by the
presence or removal of hazardous or toxic substances that existed on the leased
premises prior to Tenant's occupancy.
(b) Tenant covenants and agrees not to receive, treat, store, or dispose
on any part of the leased premises any hazardous or toxic substances, whether
liquid, solid or gaseous, except if done in compliance with all applicable laws,
and if any such substances are generated (including those in compliance with
applicable laws) as a result of Tenant's operations, Tenant shall promptly have
such substances removed in a safe and proper manner and in compliance with all
applicable laws, and Tenant shall indemnify, defend and hold harmless the
Landlord from all liability and expense, including defense costs and attorney
fees, arising from or caused by the presence or removal of such hazardous or
toxic substances.
25. ADJOINING PREMISES / DISRUPTION OF UTILITIES.
The Landlord shall not be responsible or liable to the Tenant for any
loss or damage that may be occasioned by or through the acts or omissions of
persons occupying contiguous or other lots or premises owned by Landlord or for
any loss or damage resulting to the Tenant or his property from bursting,
stoppage, failure or leakage of water, gas, sewer, electrical or other utilities
or services.
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26. RE-RENTING.
The Tenant hereby agrees that for a period commencing ninety (90) days
prior to the termination of this Lease, the Landlord may show the leased
premises to prospective tenants, and sixty (60) days prior to the termination of
this lease, may display in and about the leased premises and in the windows
thereof, the usual and ordinary "FOR RENT" signs.
27. HOLDING OVER.
It is hereby agreed that in the event of the Tenant holding over after
the termination of this Lease, thereafter the tenancy shall be from month to
month in the absence of a written agreement to the contrary.
28. GAS, WATER, HEAT, ELECTRICITY.
The Tenant shall pay all charges made against the leased premises for
gas, water, heat and electricity during the term of this Lease and any
extensions thereof, as the same shall become due.
29. SIGN / ADVERTISING DISPLAYS.
Tenant shall be permitted to install at Tenant's expense one ground
mounted sign in front of the building on the leased premises provided it has
been approved in writing by Landlord. Landlord shall control the character and
size thereof. No other signs or advertising shall be displayed and no awning
shall be installed or used on the exterior of the building unless approved in
writing by the Landlord.
30. ACCESS TO PREMISES.
The Landlord shall have the right to enter upon the leased premises at
all reasonable hours, but after forty-eight (48) hours prior written notice, for
the purpose of inspecting the same. If the Landlord deems any repairs necessary
he may demand that the Tenant make the same and if the Tenant refuses or
neglects forthwith to commence such repairs after having had reasonable
opportunity to obtain the necessary workmen therefor and complete the same with
reasonable dispatch the Landlord may make or cause to be made such repairs and
Landlord shall not be responsible to the Tenant for any loss or damage that may
accrue to Tenant's stock or business by reason thereof. If the Landlord makes or
causes to be made such repairs, the Tenant agrees that he will pay to the
Landlord the costs thereof on or before the next rent payment due date following
Landlord's presentment of the bill(s) therefor.
31. QUIET ENJOYMENT.
The Landlord covenants that the Tenant, on payment of the rent
installments and performing all of the covenants herein, shall and may
peacefully and quietly have, hold and enjoy the leased premises for the lease
term.
32. DEFAULT.
In the event any rent shall be due and unpaid and Tenant fails to pay
such rent within ten (10) days after written notice from Landlord, or if default
be made in any of the covenants herein contained and Tenant fails to cure the
same to Landlord's satisfaction within thirty (30) days after written notice
from Landlord, or if the leased premises shall be abandoned or vacated then it
shall be lawful for the Landlord, his attorney, heirs, representatives and
assigns, to re-enter into and re-possess the leased
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premises and to remove and put out the Tenant and each and every occupant of the
leased premises, with or without terminating this Lease at the sole discretion
of Landlord. In the event Landlord recovers possession of the leased premises as
a result of Tenant's default and does not elect to terminate this Lease,
Landlord shall have the right from time to time to make such repairs and
alterations to the leased premises as shall be determined necessary by Landlord
and shall have the right to re-let the same upon such terms and conditions as
Landlord in its sole discretion deems advisable without interference by Tenant;
and upon such re-letting, all rentals received by Landlord shall be applied as
follows: first, to the payment of any indebtedness other than rent due hereunder
from Tenant to Landlord and to damages suffered by Landlord by reason of
Tenant's breach of this Lease; second, to the payment of any costs and expenses
of such re-letting, including commissions and attorneys fees and costs of
repairs and alterations; third, to the payment of rent due and unpaid hereunder,
and the residue, if any, shall be held by the Landlord, and applied to payment
of future rent as the same shall become due and damages as shall accrue or may
be suffered thereafter by Landlord by reason of Tenant's breach of this Lease.
If such rentals received from such re-letting during any month be less than the
sum of rentals payable for that month plus other amounts due from Tenant under
this Lease, Tenant shall pay any such deficiency to Landlord. Such deficiency
shall be calculated and be paid monthly. No such re-entry or taking possession
of the leased premises by Landlord shall be construed as an election on
Landlord's part to terminate this Lease, unless a written notice of such
intention be given to Tenant, or unless the termination hereof be declared by a
court of competent jurisdiction. Notwithstanding any such re-letting without
termination, Landlord may at any time thereafter elect to terminate this Lease
for any previous breach and retain all rent received. In the event Landlord
obtains possession of the leased premises by re-entry, summary proceedings, or
otherwise, the Tenant hereby agrees to pay Landlord the expense (including
attorney's fees) incurred in obtaining possession of the leased premises and
collecting rents and other obligations from Tenant, all expenses and commissions
which may be paid in and about the re-letting of the leased premises and all
other damages to which Landlord shall be entitled under this Lease or by law.
33. WAIVER / INVALID PROVISIONS.
No default in the payment of rent or any other amount required to be paid
under the terms of the Lease, or the failure of Landlord to enforce any
provisions of this Lease upon any default by Tenant shall be construed as
creating a custom of deferring payment or as in any way modifying the terms and
conditions of this Lease, or as a waiver of Landlord's right to exercise any
right, remedy or privilege given to the Landlord by law or under the terms and
conditions of this Lease. Landlord may not be deemed to have waived any of
Landlord's rights, remedies or privileges, except to the extent that such waiver
shall have been reduced to writing and signed by the Landlord, and such waiver
shall be limited to the terms of such writing. One or more waivers by Landlord
of any breach of covenant or condition shall not be construed as a waiver of a
further breach of the same covenant or condition. The parties declare that time
is of the essence with respect to the covenants under this Lease. If any terms
or provisions of this Lease or the application thereof to any person or
circumstance shall to any extent be declared by a court of competent
jurisdiction to be invalid or unenforceable, the remainder of this Lease shall
not be affected thereby, and each of the remaining terms and conditions of this
Lease shall be valid and enforceable in accordance with their terms to the
fullest extent permitted by law.
34. ACCORD AND SATISFACTION.
No payment by Tenant or acceptance by Landlord of an amount less than the
amount and other sums that shall become due and payable under this Lease shall
be deemed to be other than on account of the earliest rent and/or other amounts
due.
35. REMEDIES NOT EXCLUSIVE.
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It is agreed that each and every of the rights, remedies and benefits
provided by this Lease shall be cumulative, and shall not be exclusive of any
other of said rights, remedies and benefits, or of any other rights, remedies
and benefits allowed by law.
36. CONSTRUCTION OF BUILD-OUT IMPROVEMENTS.
Landlord agrees to construct the build-out improvements described on the
Specifications for Build-Out of Building at 51362 Quadrate Drive, Macomb Twp.,
Michigan, on Lots 6 and 7 and the south 65 feet of Lot 8, Quadrate Corporate
Park Subdivision, attached hereto as "Exhibit C", in accordance with the floor
plans by T n A Designs, sheets A1 and A1.1, as drawn by Timothy A. C. Hader,
dated 8/13/00, and to complete such improvements on or before the 90th day after
the date of execution of this Lease. Costs for those improvements are included
in the lease rate. All other improvements that are not specifically described on
Exhibit C shall be at Tenant's expense and the cost thereof shall be due and
payable not later than the last business day before the date on which Tenant
takes occupancy of the leased premises, unless otherwise agreed in a written
change order made and executed by the parties in connection with such other
improvements. It is agreed that Tenant's payment for such other improvements is
a condition precedent to Tenant's right to take occupancy (either full or
partial) of the leased premises.
37. COMMENCEMENT DATE.
As used in this lease, the words "commencement date" mean the date on
which the leased premises (either in whole or in part) are first occupied (as
hereinafter defined) by Tenant or the 90th day after the date of execution of
this Lease, whichever date is earlier. The term "occupied" is defined to include
any use of or entry upon the leased premises by Tenant or Tenant's agents,
employees or contractors, after Landlord has completed the build-out
improvements described on Exhibit C, for the purpose of installing or moving-in
Tenant's fixtures, furniture or equipment. If the commencement date is not the
first day of any calendar month, the term of this Lease shall be extended by the
number of days from and including the commencement date to and including the
last day of such month (hereinafter "partial first month"), and Tenant shall pay
to Landlord within five (5) days after the commencement date, as rent for the
partial first month, the monthly rent amount, including all additional rent for
taxes and insurance, prorated on the basis of the number of days in the partial
first month. A walk-through by representatives of Landlord and Tenant shall be
conducted within seven (7) days after the completion of the build-out
improvements for the purpose of verifying that the build-out improvements have
been duly completed. Punch list items not preventing the Tenant from taking
occupancy of the leased premises may be completed by Landlord within sixty (60)
days after the Tenant takes occupancy of the leased premises.
38. DELAY OF POSSESSION.
It is agreed that if the Tenant shall be unable to enter into and occupy
the leased premises at the time above provided, by reason of the leased premises
not being ready for occupancy, as a result of any cause or reason whatsoever,
the Landlord shall not be liable in damages to the Tenant therefor, but during
the period the Tenant shall be unable to occupy the leased premises as
hereinbefore provided, the rental therefor shall be abated. The leased premises
shall be deemed ready for occupancy when a temporary certificate of occupancy
has been issued by the Township of Macomb.
39. NOTICES.
Whenever under this Lease a provision is made for notice of any kind, and
unless the provision requires a specific manner of notice or service, it shall
be deemed sufficient notice and service thereof if such notice is in writing and
delivered in person or by registered or certified mail with postage prepaid, and
if to Tenant, to the leased premises and a copy to the Chief Financial Officer
of Tenant at 172 East Main Street,
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Georgetown, MA 01833-2107, or if to Landlord, at the address of the Landlord
indicated above, or such other address as the respective party may, from time to
time hereafter, specify by notice given to the other party in accordance with
this paragraph.
40. WORDS OF GENDER OR NUMBER.
It is agreed that in this Lease, unless the context clearly indicates the
contrary, the word "he" is synonymous with the words "she", "it" and "they," the
word "his" is synonymous with the words "her," "its" and "their", singular words
include the plural and plural words include the singular.
41. TITLES.
The descriptive titles of paragraphs herein are for reference only and
any construction of this Lease shall be made without regard thereto.
42. ENTIRE AGREEMENT.
This Lease supersedes any and all prior or contemporaneous
understandings, agreements and negotiations and constitutes the entire agreement
between the parties hereto, and no oral representations or statements shall be
considered a part hereof. No amendment of this Lease shall be effective unless
it is in writing and signed by both of the parties.
43. BINDING EFFECT.
The covenants, conditions and agreements made and entered into by the
parties hereto are declared binding on their respective heirs, successors,
representatives and assigns.
44. GOVERNING LAW.
The provisions of this Lease shall be governed by and construed in
accordance with the laws of the State of Michigan.
45. SECURITY PROVISIONS.
The Landlord herewith acknowledges the receipt of the sum of Thirty Seven
Thousand Four Hundred Thirteen and 67/00 Dollars ( $37,413.67 ), which he is to
retain as security for the faithful performance of all of the covenants,
conditions and agreements of this Lease, but in no event shall the Landlord be
obligated to apply the same upon rents or other charges in arrears or upon
damages for the Tenant's failure to perform the said covenants, conditions and
agreements. The Landlord may so apply the security at his option; and the
Landlord's right to the possession of the leased premises for non-payment of
rent or for any other reason shall not in any event be affected by reason of the
fact that the Landlord holds this security. The Landlord shall not be obligated
to keep the said security as a separate fund, but may mix the said security with
his own funds.
In the event the Landlord repossesses the leased premises because of the
Tenant's default or because of the Tenant's failure to carry out the covenants,
conditions and agreements of this Lease, the Landlord may apply the said
security upon all rents and other charges accrued and all damages suffered to
the date of said repossession and may retain the said security to apply upon
additional rents and damages as shall accrue or as may be suffered thereafter in
accordance with the terms of this Lease. The said sum, if not so applied shall
be returned to the Tenant within sixty (60) days after Tenant has vacated the
leased
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premises and delivered possession thereof to the Landlord in accordance with the
covenants, conditions and agreements of this Lease.
46. OPTION TO RENEW.
Tenant shall have two options to renew this Lease, each for an additional
three year term, provided that: (1) at the time Tenant exercises the option, the
Lease is in force and Tenant is not then in default of any of the terms or
conditions of this Lease, and (2) Tenant gives Landlord written notice of its
election to exercise the option not later than one hundred eighty (180) days
prior to the expiration of the term preceding the option term. Each of the three
year option terms shall be on the same terms and conditions of this Lease,
except that the monthly base rent, exclusive of additional rent for taxes,
insurance premiums and maintenance, shall be as follows:
FIRST THREE-YEAR OPTION TERM
Year 1 - $6.40 N.N.N. ($37,708.27/ month)
Year 2 - $6.55 N.N.N. ($38,592.05/ month)
Year 3 - $6.70 N.N.N. ($39,475.84/ month)
SECOND THREE-YEAR OPTION TERM
Year 1 - $6.70 N.N.N. ($39,475.84/ month)
Year 2 - $6.85 N.N.N. ($40,359.63/ month)
Year 3 - $7.00 N.N.N. ($41,243.42/ month)
No additional charges for build-out costs.
IN WITNESS WHEREOF, the parties have hereunto set their hands the day and
year first above written.
WITNESSED BY: LANDLORD:
QUADRATE DEVELOPMENT, L.L.C.,
/s/ GERALYN M. GRIEBE By: /s/ L. ROBERT D'AGOSTINI (L.S.)
- --------------------- -------------------------------
L. Robert D'Agostini
/s/ JULIA DAVIS Its: Member
- ---------------------
TENANT:
UFP TECHNOLOGIES, INC.
/s/ CARLA JARVIS By: /s/ RONALD J. LATAILLE (L.S.)
- --------------------- -------------------------------
Its: Chief Financial Officer
/s/ SUSAN MOOD
- ---------------------
ACKNOWLEDGEMENTS
STATE OF MICHIGAN )
) SS.
COUNTY OF MACOMB )
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On this 25TH day of AUGUST 2000 before me, a Notary Public in and for said
County, appeared L. ROBERT D'AGOSTINI, to me personally known, who being by me
sworn, did say that he is member of QUADRATE DEVELOPMENT, L.L.C., a Michigan
limited liability company named in and which executed the within instrument,
that he is duly authorized by said company to sign the instrument on behalf of
the company, and that he acknowledges said instrument to be the free act and
deed of said company.
/s/ JUDITH ANN WEINGARTZ
------------------------------------
Notary Public
Notary Public Macomb Co. MI
My commission expires July 31, 2003
STATE OF MASSACHUSETTS )
) SS.
COUNTY OF ESSEX )
On this 23RD day of AUGUST 2000, before me, a Notary Public in and for said
County, appeared RON LATAILLE, to me personally known, who being by me sworn,
did say that he/she is CFO of UFP TECHNOLOGIES, INC., a Delaware corporation
named in and which executed the within instrument, that he/she is duly
authorized by said corporation to sign the instrument on behalf of the
corporation, and that he acknowledges said instrument to be the free act and
deed of said corporation.
/s/ JOAN F. YOUNG
------------------------------------
Notary Public
Essex County, Massachusetts.
My Commission Expires 1/24/03
LEASE UFP-Simco
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