Exhibit 10.15
LEASE
THIS LEASE, made this day of , 19 ,
between Regency Associates (Landlord)
whose address is 1577 N. Woodward Suite 240, Bloomfield Hills, MI 48304
and Control Devices, Inc., an Indiana Corp.
whose address is 228 Northeast Rd., Standish, ME 04084
WITNESSETH:
1. Landlord, in consideration of the rents to be paid and the
covenants and agreements to be performed by Tenant, does hereby lease unto
Tenant premises situated in the City of Southfield, Oakland County, Michigan,
more particularly described as Suite, containing approximately 1,223 square
feet, which is agreed to be 19% of the total rentable area of the building
complex, located on the first floor of the office building 27752 Franklin Rd.
(Bldg, B-3), as shown on the floor plan attached hereto as Exhibit A (the
premises), together with the right to use the parking and common facilities
which may be furnished by Landlord, in common with Landlord, tenants and
occupants (their agents, employees, customers and invitees) of the building and
building complex in which the leased premises are located. Landlord expressly
reserves the right to build an additional structure or structures on the parking
areas presently surrounding the demised premises, subject to furnishing
sufficient parking as required by the Zoning Ordinance through parking
structures or otherwise. Tenant hereby agrees not to interfere with such
construction in any manner whatsoever, and waives any claim for damages during
said period of construction, or as result thereof. Landlord shall have the right
to make reasonable rules and regulations governing the use of the parking and
common facilities, the premises, and the building and building complex.
2. The term of this Lease shall be for a period of Five (5) years,
commencing on December 1, 1996 (hereinafter referred to as the "Commencement
Date"), fully to be completed and ended. In the event Landlord fails to deliver
premises on the Commencement Date because the Demised premises are not then
ready for occupancy, or because the previous occupant of said premises is
holding over, or for any other cause beyond Landlord's control, Landlord shall
not be liable to Tenant for any damages or otherwise as a result of Landlord's
delay in delivering the Demised Premises; and the Commencement Date of this
Lease shall be postponed until such time as the Demised Premises are ready for
Tenant's occupancy, and no such failure to give possession on the original
Commencement Date of the term shall in any way affect the validity of this Lease
or the obligation of Tenant hereunder, nor shall the same be construed in any
way to extend the term of this Lease. The Demised Premises shall be deemed ready
for Tenant's occupancy for all purposes under this Lease upon tender of the
premises to Tenant together with Landlord's letter certifying that the premises
are ready for occupancy.
3. (a) Tenant shall pay to the Landlord as rent for the leased
premises during the first lease year of the term of the lease the sum of
$18,345.00 Dollars payable in advance, in equal monthly installments of
$1,528.75 Dollars upon the first day of each and every month; provided, however,
that if the lease term shall commence on a day other than the first day of a
calendar month or shall end on a day other than the last day of a calendar
month, the rental for such first or last fractional month shall be such
proportion of the monthly rental as the number of days in such fractional month
bears to the total number of days in the calendar month; and provided further
that if Tenant shall open for business prior to the commencement date, Tenant
shall pay Landlord rental at the rate specified in this Paragraph 3(a) upon
monthly basis and prorate for any fractional month.
(b) "Lease Year" shall be a fiscal year consisting of twelve (12)
consecutive monthly periods commencing on the commencement date of this lease.
(c) On the first anniversary of the commencement date and annually
thereafter, the rent payable by Tenant under Paragraph 3(a) hereof shall be
increased to the amounts set forth below:
Second year annual rent: $18,345.00 Monthly rent: $1,528.75
Third year annual rent: $18,345.00 Monthly rent: $1,528.75
Fourth year annual rent: $18,345.00 Monthly rent: $1,528.75
Fifth year annual rent: $18,345.00 Monthly rent: $1,528.75
New wallpaper and carpet, Landlords spec. per attached plan.
(d) Rental and all other charges hereunder shall promptly be paid
without prior demand therefor and without deductions or setoffs for any reason
whatsoever, and overdue rent shall bear interest during delinquency until paid
at a rate of interest equal to four percent (4%) per annum in excess of the
"Prime Rate" charged from time to time by National Bank of Detroit to its most
credit worthy customers on ninety (90) day unsecured loans (hereinafter referred
to as the "Interest Rate"), but in no event shall interest rate exceed the
maximum rate permitted by law. Landlord shall have no obligation to accept less
than the full amount of all installments of rental and interest thereon and all
charges hereunder which are due and owing by Tenant to Landlord, and if Landlord
shall accept less than the full amount owing, Landlord may apply the sums
received towards any of Tenant's obligations in Landlord's discretion.
4. (a) During the continuation of this Lease, the leased premises
shall be used and occupied for office and incidental purposes and for no other
purposes.
(b) Tenant shall not use the leased premise for any purpose in
violation of any law, municipal ordinance, or regulation, nor shall Tenant
perform any acts or carry on any practices which may injure the leased premises
or the building in which the leased premises are located, or any of the common
areas in or around the building, or be a nuisance, disturbance or menace to the
other tenants of the building. Tenant shall not commit any act which is waste,
or which may increase the cost f public liability insurance for the building or
which is otherwise in contravention of insurance underwriting regulations.
Tenant, at its sole cost and expense, shall comply with any directive of any
governmental authority which shall impose any duty upon Tenant or Landlord with
respect to the Premises or the use or occupation thereof, by reason of the
Tenant's occupancy or use of the Premises. Upon breach of any of the terms of
this paragraph, Landlord shall have the right to terminate this Lease forthwith
and to reenter and repossess the Leased Premises.
5. Landlord shall make all necessary repairs and replacements to the
building in which the leased premises are located, and to the common areas,
heating, air conditioning and electrical systems located therein, and Landlord
shall also make all repairs to the leased premises which are structural in
nature or required due to fire, casualty, or other act of God; provided, however
that Tenant shall be obligated to make all repairs and replacements in it's
leased premises or to the building and/or the common area arising from its act,
neglect or default. Except as provided above, Tenant shall keep the leased
premises in good repair, and Tenant shall, upon expiration of the term of this
Lease, yield and deliver up the leased premises in like condition as when taken,
reasonable use and wear thereof and repairs required to be made by Landlord
excepted. Tenant shall commit no act of waste, and shall conform to all
governmental or departmental laws, orders or regulations. In the event the
Landlord shall deem it necessary, or be required by any governmental authority
to repair, alter, remove, reconstruct or improve any part of the leased premise
or of the building in which the leased premises are located (unless the same
result from Tenant's act, neglect, default or mode of operation in which event
Tenant shall make all such repairs, alterations and improvements), then the same
shall be made by Landlord with reasonable dispatch, and should the making of
such repairs, alterations or improvements cause any interference with Tenant's
use of the leased premises such interference shall not relieve Tenant from the
performance of its obligations hereunder.
6. Tenant shall not make any alterations, additions or improvements
to the leased premises (whether or not the same may be structural in nature)
without Landlord's prior written consent and then only at times and by
contractors or mechanics approved by Landlord. All alterations, additions or
improvements made by either party hereto to the leased premises, except movable
office furniture and movable equipment installed at Tenant's expense, shall
become the property of Landlord and remain upon and be surrendered with the
leased premises at the expiration of the term hereof and all property remaining
in the leased premises after the last day of the term of this lease shall
conclusively be deemed abandoned by Tenant, or may be removed and stored by
Landlord, at Tenant's cost. Notwithstanding the above, Landlord may, by written
notice to Tenant, given thirty (30) days prior to the end of the Lease term,
require Tenant to remove, at its sole cost and expense all or any part of such
alterations and repair any damage caused by such installation or removal.
7. Tenant shall keep the Premises and the building free from any
mechanics' liens arising out of any work performed, materials furnished or
obligations incurred by or on behalf of Tenant. Tenant shall indemnify any hold
harmless Landlord from and against any such lien or claim or action thereon, and
reimburse Landlord promptly upon demand thereof by Landlord for costs of suit
and reasonable attorney's fees incurred by Landlord in connection with any such
claim or actions.
8. (a) Tenant shall not assign or transfer this Lease or hypothecate
or mortgage the same or sublet the leased premises or any part thereof without
the prior written consent of Landlord. Such consent shall be within the sole
discretion of Landlord. Any assignment, transfer (including transfers by
operation of law or otherwise), hypothecation, mortgage or subletting without
such written consent shall give Landlord the right to terminate this Lease and
to reenter and repossess the leased premises, but Landlord's right to damages
shall survive.
(b) No consent by Landlord to any Assignment or Sublease by
Tenant shall relieve Tenant of any obligation to be performed by Tenant under
this Lease, whether arising before or after the Assignment or Sublease. The
consent by Landlord to any Assignment or Sublease shall not relieve Tenant from
the obligation to obtain Landlord's express written consent to any other
Assignment or Sublease. Any Assignment or Sublease which is not in compliance
with this Article shall be void and, at the option of Landlord, shall constitute
a material default by Tenant under this Lease. The acceptance of rent by
Landlord from a proposed assignee or sublessee shall not be deemed a waiver of
any provision of this Lease, nor shall it be deemed a consent, nor shall it
constitute a release of Tenant from any obligation under this Lease.
(c) Tenant's remedies against Landlord in connection with
paragraph 8 shall be restricted to a declaratory judgment and an injunction for
the relief sought (i.e., no money damages).
(d) Each assignee or subtenant, shall assume all obligations of
Tenant under this Lease and shall be and remain liable jointly and severally
with Tenant for the payment of the rent, and for the performance of all the
terms, covenants, conditions and agreements herein contained on Tenant's part to
be performed for the term of this Lease: provided, however, that the sublessee
shall be liable to Landlord for rent only in the amount set forth in the
sublease.
No assignment shall be binding on Landlord unless such assignee or
Tenant shall deliver to Landlord a counterpart of such assignment and an
instrument in recordable form which contains a covenant of assumption by the
assignee satisfactory in substance and form to Landlord, consistent with the
requirements of this paragraph, but the failure or refusal of the assignee to
execute such instrument of assumption shall not release or discharge the
assignee from its liability as set forth above.
9. Tenant shall indemnify, defend and hold Landlord harmless from any
liability for damages to any person or property in, on or about the leased
premises from any cause, and Tenant shall procure and keep in effect during the
term hereof public liability and property damage insurance protecting Landlord
and Tenant and naming Landlord as an additional insured, having minimum limits
of liability of FIVE HUNDRED THOUSAND Dollars ($500,000.) for damages resulting
to one one person; ONE MILLION Dollars ($1,000,000.) for damages resulting form
one casualty; and ONE HUNDRED THOUSAND Dollars ($100,000.) for property damage
resulting from any one occurrence. Tenant shall deliver policies of such
insurance or certificates thereof to Landlord, and I the event Tenant shall fail
to procure such insurance, Landlord may, at its option, procure the same for the
account of Tenant, and the cost thereof shall be paid to Landlord as additional
rent upon receipt by Tenant of bills therefor. The insurance policy shall
provide that it may not be canceled without thirty (30) days written notice to
Landlord.
10. In the event the leased premises are damaged or destroyed in
whole or in part by fire or any other cause during the term hereof, Landlord
shall, at its own cost and expense, repair and restore the same to tenantable
condition with reasonable dispatch, and the
rent herein provided for, shall abate entirely in case the entire leased
premises are untenantable and prorate for the portion rendered untenantable, in
the event of partial untenantability, until such time as the leased premises are
restored to tenantable condition. In no event shall rent abate if the damage
results from the fault of Tenant, its agents, visitors or employees. Landlord
shall not be required to repair or restore fixtures or improvements of Tenant
above building standard. Tenant shall be solely responsible for insuring the
contents of the Premises.
If the leased premises cannot be restored to tenantable condition
within a period of One Hundred Fifty (150) days, Landlord and Tenant shall each
have the right to terminate this Lease upon written notice to the other and any
rent paid for any period in advance of the date of such damage and destruction
shall be refunded to Tenant. If the leased premises are damaged due to fire or
other casualty, Tenant shall at its own cost and expense remove such of its
furniture and other belongings from the leased premises as Landlord shall
require in order to repair and restore the leased premises. Landlord shall be
the sole judge as to the extent of the untenant ability of the leased premises
and of the time required for the repair and restoration of the same. In the
event the building in which the leased premises are located is destroyed or
damaged to the extent of more than one-third of the then replacement cost
thereof, Landlord shall have the right to terminate this Lease upon written
notice to Tenant, in which event any rent paid in advance of the date of such
destruction shall be refunded to Tenant. Landlord and Tenant each release the
other from any liability resulting from damage by fire or any other peril
covered by extended coverage insurance with waiver of subrogation normally
available in the State of Michigan irrespective of the cause therefor.
11. If the whole or any part of the Demised Premises or the building
in which the Leased Premises are located shall be acquired or condemned or taken
by Eminent Domain for any public or quasi public use or purpose, then and in
that event, the term of this Lease shall cease and terminate from the date title
shall be transferred and Tenant shall have no claim against Landlord for the
value of any unexpired term of said Lease, and all damages awarded for such
taking shall belong to and be the property of Landlord whether such damages be
awarded as compensation for diminution in value of the leasehold or to the fee
of the Demised Premises.
12. The rules and regulations set forth and attached hereto, together
with such other reasonable rules and regulations, Landlord shall make from time
to time which are of uniform applicability to all tenants of the building of
which the leased premises are a part and of which Tenant shall have received
notice, shall be binding upon Tenant and are hereby made a part of this Lease.
Any breach thereof shall be a default hereunder.
13. (a) In the event that the amount of real estate taxes, general
and special assessments or any other governmental charge in substitution
therefor, and personal property taxes on personal property used in the operation
of the buildings, parking and any common facilities, (hereinafter collectively
called "taxes") which may now or hereafter be levied or assessed against the
building containing the Demised Premises and the other buildings on the land and
the land and improvements upon which said buildings stand (hereinafter
collectively called the "real property") for any tax year during the term of
this Lease shall exceed the amount of taxes on the real property for the base
year (as said term is hereinafter defined), then Tenant shall pay to Landlord,
as additional rent, 19% of such difference within thirty (30) days after such
difference is finally determined. The Landlord shall submit a bill and statement
to the Tenant showing the computation of the amount due the Landlord. Any such
tax increase for the tax year in which this Lease shall end, shall be
apportioned so that the Tenant shall pay its aforesaid share of only that
portion thereof which corresponds with the portion of said tax year which is
within the term of this lease. The amount of taxes for the base year, against
which the Tenant's liability for additional rent hereunder shall be computed,
shall be the amount thereof, finally determined to be legally payable by legal
proceedings or otherwise.
(b) If the Landlord shall receive any tax refund in respect of
any tax year following the base year with respect to which Tenant shall have
paid any moneys pursuant to subdivision (a) of this numbered Paragraph, the
Landlord may retain out of such tax refund any reasonable expense incurred by it
in obtaining such tax refund and out of any then remaining balance of such tax
refund, the Landlord shall pay to Tenant, provided the Tenant is not then in
default under any of the covenants or provisions of this Lease, 19% of such
remaining balance of such tax refund.
(c) "Base Year" as said term is herein employed is hereby defined
as the first tax year in which the building shall be fully assessed as a
completed building, irrespective of whether or not the building is completely
occupied of all of Tenant's and/or Landlord's improvements, additions and
alterations have been made. Should this lease be entered into during any
subsequent tax year, then "Base Year" as said term is herein employed shall be
deemed to be the tax year in which the lease is made. Wherever in this Paragraph
the phrase "tax year" is employed, it shall be deemed to refer to the City of
Southfield fiscal year.
14. Landlord warrants that Tenant, upon paying the rents hereinbefore
provided and in performing each and every covenant hereof, shall peacefully and
quietly hold, occupy and enjoy the Demised Premises throughout the term hereof.
15. Tenant shall accept the Demised Premises in their present
condition, and Tenant acknowledges that no representations as to the condition
or state of repairs of the Demised Premises have been made by Landlord or its
agents, and no obligation as to repairing, improving or adding to the same has
been assumed by Landlord.
16. This Lease is and shall be subject and subordinate, at all times,
to (a) the lien of any mortgage or mortgages which may now or hereafter affect
the Building, and to all advances made or hereafter to be made upon the security
thereof and to the interest thereon, and to any agreements at any time made
modifying, supplementing, extending or replacing any such mortgages, and (b) any
ground or underlying lease which may now or hereafter affect the Building,
including all amendments, renewals, modifications, consolidation, replacements
and extensions thereof. Notwithstanding the foregoing, at the request of the
holder of any of the aforesaid mortgage or mortgages or the lessor under the
aforesaid ground or underlying lease, this Lease may be made prior and superior
to such mortgage or mortgages and/or such ground or underlying lease.
At the request of Landlord, Tenant shall execute and deliver such
further instruments as may be reasonably required to implement the provisions of
this Paragraph 16. Tenant hereby irrevocably, during the term of this Lease,
constitutes and appoints Landlord as Tenant's agent and attorney-in-fact to
execute any such instruments if Tenant shall fail or refuse to execute the same
within ten (10) days after notice from Landlord.
17. Tenant shall at any time and from time to time, upon not less
than twenty (20) days' prior notice by Landlord, execute, acknowledge and
deliver to Landlord a statement in writing certifying that this Lease is
unmodified and in full force and effect (or that the same is in full force and
effect as modified and stating the modifications), and the dates to which the
rent and other charges have been paid, and stating whether or not to the best
knowledge of Tenant, Landlord is in default hereunder, and, if so, specifying
each such default of which Tenant may have knowledge and such other information
concerning the Lease as Landlord may reasonably require. Any such statement
delivered pursuant to this Section may be relied upon by any prospective
purchaser of the fee and/or the Building or any mortgagee, ground lessor or
other like encumbrance thereof or any assignee of any such encumbrance upon the
Building.
18. The Landlord shall not be responsible or liable to Tenant for any
loss or damage that may be occasioned by or through the acts or omissions of
persons occupying adjoining premises or any part of the building of which the
Demised Premises are a part or for any loss or damage resulting to Tenant or his
property from theft or burglary, burst, stopped or leaking water, gas, sewer or
steam pipes, or water mains, or by accidental explosion or leak, or for any
damage or loss to Tenant or to any other person from any cause whatsoever.
19. In the event of any sale or transfer (including any transfer by
operation of law) of the Demised Premises, Landlord (and any subsequent owner of
the Demised Premises making such a transfer) shall be relieved from any and all
obligations and liabilities under this Lease, provided that the transferee
assumes, in writing, all of the obligations of the Landlord under this Lease.
20. If Landlord shall fail to perform any covenant, term or condition
of this lease upon Landlord's part to be performed and, as a consequence of such
default, Tenant shall recover a money judgment against Landlord, such judgment
shall be satisfied only out of the proceeds of sale received upon execution of
such judgment and levy thereon against the right, title and interest of Landlord
in the office building in which the Premises are located as the same may then be
encumbered and neither Landlord nor if Landlord be a partnership, any of the
partners comprising such partnership shall be liable for any deficiency. It is
understood that in no event shall Tenant have any right to levy execution
against any property of Landlord other than its interest in the office building
as hereinbefore expressly provided.
21. The specific remedies, rights and benefits to which Landlord may
resort under the terms of this Lease are cumulative and are not intended to be
exclusive of any other remedies or means of redress to which Landlord may be
lawfully entitled in case of any breach or threatened breach of any provision of
this Lease. The failure of Landlord to insist in any one or more cases upon the
strict performance of any of the covenants of this Lease, or to exercise any
option herein contained, shall not be construed as a waiver or relinquishment
for the future of such covenant or option. One or mare waivers of any covenant
or agreement or condition by the Landlord shall not be construed as a waiver of
a future breach of the same covenant, agreement or condition. A receipt by
Landlord of rent with knowledge of the breach of any covenant hereof shall not
be deemed a waiver of such breach, and no waiver, change, modification or
discharge by either party hereto of any provision of this Lease shall be deemed
to have been made or shall be effective unless expressed in writing and signed
by both Landlord and Tenant.
22. In the event the estate created hereby shall be taken in
execution or by other process of law, or if Tenant shall be adjudicated
insolvent or bankrupt pursuant to the provisions of any state or federal
insolvency or bankruptcy law, or if a receiver or trustee of the property of
Tenant shall be appointed, or if any assignment shall be made of Tenant's
property for the benefit of creditors or if a petition shall be filed by or
against Tenant seeking to have Tenant adjudicated insolvent or bankrupt pursuant
to the provisions of any state or federal insolvency or bankruptcy law and such
petition shall not be withdrawn and the proceedings dismissed within ninety (90)
days after the filing of the petition, then and in any of such events, Landlord
may terminate this Lease by written notice to Tenants; provided, however, if the
order of court creating any of such disabilities should not be final by reason
of pendency of such proceeding or appeal from such order, or if the petition
should not have been withdrawn or the proceedings dismissed within ninety (90)
days after the filing of the petition, then Landlord shall not have the right to
terminate this Lease so long as Tenant performs its obligations hereunder. If,
as a matter of law, Landlord has no right on the bankruptcy of Tenant to
terminate this Lease, then, if Tenant, as debtor, or its trustee wishes to
assume or assign this Lease, in addition to curing or adequately assuring he
cure of all defaults existing under this Lease on Tenant's part on the date of
filing of the proceeding (such assurances being defined below), Tenant, as
debtor, or the trustee or assignee, must also furnish adequate assurances of
future performance under this Lease (as defined below). Adequate assurance of
curing defaults means the posting with cure. Adequate assurance of future
performance under this Leas means posting a deposit equal to three (3) months'
rent, including all other charges payable by Tenant hereunder, and, in the case
of an assignee, assuring Landlord that the assignee is financially capable of
assuming this lease, and that its use of the Premises will not be detrimental to
the other tenants in the Building or Landlord. In a reorganization under Chapter
11 of the Bankruptcy Code, the debtor or trustee must assume this Lease or
assign it within one hundred twenty (120) days from the filing of the
proceeding, or he shall be deemed to have rejected and terminated this Lease.
23. (a) In the event Tenant shall fail to pay the rent reserved
herein when due, Landlord shall give Tenant written notice of such default and
if Tenant shall fail to cure such default within seven(7) days after receipt of
such notice, Landlord shall, in addition to its other remedies provided by law,
have the remedies set forth in subparagraph (c) below.
(b) If Tenant shall be in default in performing any of the
terms of this Lease other than the payment of rent, Landlord shall give Tenant
written notice of such default (except that no notice need be given in case of
emergency) and if Tenant shall fail to cure such default within ten (10) days
after receipt of such notice, or if the default is of such a character as to
require more than ten (10 ) days to cure, then if Tenant shall fail within said
ten (10) day period to commence and thereafter proceed diligently to cure such
default, then and in either of such events, Landlord may (at its option and in
addition to its other legal remedies) cure such default for the account of
Tenant and any sum so expended by Landlord shall be additional rent for all
purposes hereunder, including subparagraph (a) above and shall be paid by Tenant
with the next monthly installment of rent.
(c) If any rent shall be due and unpaid or Tenant shall be in
default upon any of the other terms of this Lease, and such default has been
cured after notice and within the time provided in subparagraph (a) and (b)
above, or, if the leased premises are abandoned or vacated then Landlord in to
reentry. Should Landlord elect to reenter or take possession pursuant to legal
proceedings or any notice provided for by law, Landlord may either terminate
this Lease without waiving its right to damages, or from time to time, without
terminating this Lease, relet the premises or any part thereof on such terms and
conditions as Landlord shall in its sole discretion deem advisable. In relating,
Landlord may grant rent concessions and Tenant may not have the benefit thereof.
Tenant shall be responsible to, and the avails of such reletting shall be
applied: first to the Payment of any indebtedness of Tenant to Landlord other
than rent due hereunder, including all costs provided for in subparagraph 23 (d)
below; second to the payment of any reasonable costs of such reletting,
including the cost of any reasonable alterations, commissions, advertising and
repairs to the premises; third to the payment of rent due and unpaid hereunder
plus interest at the rate specified in paragraph 3(d), and the cost and expense
of performance of the other covenants of Tenant; and the residue, if any, shall
be held by Landlord and applied in payment of future rent as the same may become
due and payable hereunder. Should the avails of such reletting during any month
be less than the monthly rent reserved hereunder, then Tenant agrees to pay such
deficiency to Landlord within five (50 days of notice of the amount due. No such
reletting shall constitute a surrender or acceptance of such, nor be deemed
evidence thereof.
(d) If suet shall be commenced for recovery of possession, for
recovery of any rent, or because of any breach by Tenant, Tenant shall pay to
Landlord all expenses incurred therefor, including collection and court costs
and reasonable attorney fees.
(e) All rights and remedies of Landlord hereunder shall be
cumulative and none shall be exclusive of any other rights allowed by law.
24. It is hereby agreed that in the event of 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, and Tenant shall
pay to Landlord a daily occupancy charge equal to eight percent (8%) of the
monthly rental under Paragraph 3 her the last lease year (plus all other charges
payable by Tenant under this Lease) for each day from the expiration or
termination of this Lease until the date the Premises are delivered to Landlord
in ;the condition required herein, and Landlord's right to damages for such
illegal occupancy shall survive.
25. This Lease shall constitute the entire agreement of the parties
hereto; all prior agreements between the parties, whether written or oral, are
merged herein and shall be of no force and effect. This Lease cannot be changed,
modified or discharged orally but only by an agreement in writing, signed by the
party against whom enforcement of the change, modification or discharge is
sought.
26. Whenever under this Lease a provision is made for notice of any
kind, it shall be deemed sufficient notice and service thereof if such notice to
Tenant is in writing, hand delivered or mailed to the Tenant, at his last known
post office address, or at the Demised Premises, and if mailed, sent by
certified or registered mail, with postage prepaid, and if such notice is to
Landlord, it is in writing, addressed to the last known post office address of
Landlord and sent by certified or registered mail, with postage prepaid. Notice
need be sent to only one Tenant or Landlord where Tenant or Landlord is more
than one person.
27. This Lease shall inure to the benefit of and be binding upon the
parties hereto, their respective heirs, administrators, executors,
representatives, successors and assigns.
28. Notwithstanding any other provisions of the Lease, if the term of
this Lease shall not commence within one (1) year from the date hereof, then
this Lease shall be deemed canceled and terminated one (1) year from the date
hereof without the necessity of any notice or act by Landlord or Tenant. It is
understood and agreed that the provisions of the preceding sentence are intended
to prevent this Lease from becoming unenforceable by reason of claim that,
without such provisions this Lease might violate the rule against Perpetuities,
and such provisions shall not operate so as to relieve Landlord or Tenant from
performing and observing their respective obligations which are to be performed
or observed prior to the expiration of said one (1) year period.
29. 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, in which event
the amount thereof shall be payable as rental to the Landlord by the Tenant on
the next ensuing rent day together with interest at Landlord's option at the
rate of interest specified in paragraph 3(d) from the date of such payment or
expenditure by the Landlord and on default in such payment the Landlord shall
have the same remedies as on default in payment of rent.
30. It is agreed that in this Lease the word "he" shall be used as
synonymous with the words "she", "it" and "they", and the word "his" synonymous
with the words "her", "its" and "their".
31. The marginal titles appearing in this Lease are for purposes of
easy reference and shall not be considered a part of this Lease or in any way
modify, amend or affect the provisions hereof.
32. Tenant agrees to pay before delinquency any and all taxed levied
or assessed and which become payable during the term hereof upon Tenant's
equipment, furniture, fixtures and other personal property located in the
premises.
Tenant shall, in addition to and at the same time as making the
payments of rental hereunder, pay Landlord the amount of any rental, excise,
sales or transaction privileges tax now or hereafter imposed or levied upon
Landlord or Landlord's receipt of rental hereunder, but, excepting Landlord's
income taxed of general applicability.
33. Landlord and its agents shall have the right to enter the
Premises at all reasonable times for the purpose of examining or inspection the
same, showing the same to prospective purchasers or tenants of the Building, and
as necessary to maintain scaffolding, pipes, conduits and other necessary
structures I and through the Premises where reasonably required by the character
of the work performed, provided that the business of Tenant shall not be
interfered with unreasonably. If Tenant shall not personally be present to open
and permit an entry into the Premises at any time when such entry by means of a
master key or, in emergencies, may inter forcibly, without liability to Tenant.
34. In the event of any legal action or proceeding brought by either
party against the other arising out of this Lease, the prevailing party shall be
entitled to recover reasonable attorney's fees incurred in such action and such
amount shall be included in any judgment rendered in such proceeding.
35. Time is of the essence of this Lease and each and all of its
provisions.
36. The execution of this Lease by Tenant and the delivery of the
same to Landlord shall not constitute a reservation of or option for the
Premises or an agreement by Landlord to enter into a lease with Tenant and this
Lease shall become effective only if and when Landlord executes and delivers the
same to Tenant; provided, however, that the execution and delivery of this Lease
by Tenant to lease the Premises on the terms and conditions herein contained,
which offer may not be withdrawn or revoked by Tenant for thirty (30) days after
execution and delivery of this Lease to Landlord.
37. SEE RIDER ATTACHED HERETO FOR ADDITIONAL PROVISIONS.
38. Notwithstanding the provisions of Paragraph #16 of the Lease, no
default by Landlord under any mortgage or ground lease to which the Lease as
subordinate shall affect Tenants right under the Lease so long as Tenant shall
not be in default under the Lease.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
as of the day and year first above written.
WITNESSES:
- ------------------------------------- -------------------------------------
Robert M. Rosin, Partner LANDLORD
-------------------------------------
LANDLORD
-------------------------------------
Jeff Wood, CFO TENANT
- -------------------------------------
-------------------------------------
TENANT
STATE OF MICHIGAN )
)SS.
COUNTY OF )
On this _______ day of ____, 19__, before me appeared to me
personally known who, being by me duly sworn did say that they are respectively
the_______ and _______ of _______, the corporation that executed the within
and foregoing instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors and that the seal affixed is the corporate
seal of said corporation, and said and acknowledged said instrument to be the
free act and deed of said corporation.
-------------------------------------
Notary Public,____________ County, MI
My Commission expires: ______________
STATE OF MICHIGAN )
)SS.
COUNTY OF )
On this _______day of ____, 19__, before me personally appeared to
me known to be the person(s) that executed the within and foregoing instrument
and acknowledged that they executed the within and foregoing instrument and
acknowledged that they executed the same as their free act and deed.
-------------------------------------
Notary Public,------------ County, MI
My Commission expires:_______________
Rules and Regulations
This Lease is subject to the following Rules and Regulations which
are made a part hereof as defined in paragraph 1 of said Lease.
(a) No sign, picture, lettering, notice or advertisement of any kind
shall be painted or displayed on or from the Windows, doors, roof, or outside
walls of the building in which the demised premises are located. All of Tenant's
interior sign painting or lettering must be approved b the Landlord and shall be
done by painters approved by Landlord, and the cost thereof shall be paid by
Tenant.
(b) Neither carpet nor padding shall be adhesively attached to the
floor of the Demised Premises.
(c) No electric or other wires for any purpose shall be brought into
the Demised Premises without Landlord's written permission specifying the manner
in which same may be done. No boring, cutting or stringing of wire shall be dine
without Landlord's prior written consent. Tenant shall not disturb or in any way
interfere with the electric light fixtures and all work upon or alterations to
the same shall be done by persons authorized by Landlord.
(d) Water closets and other toilet fixtures shall not be used for any
purpose other than that for which the same id intended, and any damage resulting
to same from Tenant's misuse shall be paid for by Tenant. No person shall waste
water by interfering or tampering with the faucets or otherwise.
(e) No person shall disturb the occupants of this or adjoining
buildings or premises by the use of radios, television sets, loudspeakers,
musical instruments or by making loud or disturbing noises.
(f) No bicycle or other vehicle, and no dog or other animal shall be
allowed in offices, halls, corridors or elsewhere in the building.
(g) All safes, equipment or other heavy articles shall be carried in
or out of the premises only at such time and in such manner as shall be
prescribed in writing by Landlord, and Landlord shall in all cases have the
tight to specify the proper position of any such safe, equipment or other heavy
article, which shall only be used by Tenant in a manner which will not interfere
with or cause damage to the Demised Premises or the building in which they are
located, or to the other tenants or occupants of said building or the property
of its tenants or others and injuries sustained by any person whomsoever
resulting from the use or moving of such articles in or out of the demised
premises, and shall make all repairs and improvements required by Landlord or
governmental authorities in connection with the use or moving of such articles.
(h) No additional lock or locks shall be placed on any door in the
building without Landlord's prior written consent. A reasonable number of keys
will be furnished by Landlord, and Tenant shall not make or permit any duplicate
keys to be made.
(I) Tenant shall not install or operate nay steam or has engine or
boiler or carry on any mechanical business on said premises, or use oil, burning
fluids, camphene or gasoline for heating or lighting, or for any other purpose.
No article deemed extra hazardous on account of fire or other dangerous
properties, or any explosive, shall be brought into said premises. This shall
prohibit use of hot plates (cooking) and only approved electric percolators
shall be permitted.
(j) The Demised Premises shall not be used for lodging or sleeping or
for any immoral or illegal purposes.
(k) Landlord shall have the right to enter upon the Demised Premises
at all reasonable hours for the purpose of inspecting the same.
(l) Wherever the word "Tenant" occurs, it is understood and agreed
that it shall mean Tenant's associates, agents, clerks, servants and visitors.
Wherever the word "Landlord" occurs, it is understood and agreed that it shall
mean Landlord's assigns, agents, clerks, servants and visitors.
(m) Landlord shall have the right to enter the Demised Premises at
hours convenient to the Tenant for the purpose of exhibiting the same to
prospective tenants within the sixty (60) day period prior to the expiration of
this Lease, and may place signs advertising the Demised Premises for rent on the
windows and doors during said sixty (60) days period.
(n) Any newspaper, magazine or other advertising done from the said
demised premises, or referring to the said premises, which in the opinion of the
Landlord is objectionable shall be immediately discontinued upon notice from the
Landlord.
(o) Tenant shall lock exterior doors to the building when entering or
leaving between noon Saturday and 8AM on Monday.
(p) All blinds and window coverings, if any, shall be put up at the
expense of landlord and will be of such uniform shape, color, material and make
as prescribed by Landlord.
Security Deposit
As security for the faithful performance by Tenant of all of the
terms and conditions upon the Tenant's part to be performed, Tenant has this day
deposited with Landlord the sum of $1,528.75 Dollars, which shall be returned to
Tenant, without interest, upon the expiration date of this lease, provided that
Tenant has fully and faithfully performed all of the terms, covenants and
conditions on its part to be performed. Landlord shall have the right (but not
the obligation) to apply any part of said deposit to cure any default of Tenant
and if
Landlord does so, Tenant shall upon demand deposit with Landlord the amount so
applied so that Landlord shall have the full deposit on hand at all times during
the term of this Lease. Landlord shall not be obligated to keep such security
deposit as a separate fund but may mix such security deposit with Landlord's own
funds.
In the event of a sale of the building and/or the land and/or lease of the land
on which the building stands, the Landlord shall have the right to transfer this
security to the grantee, vendee or lessee and the Landlord shall be considered
released by the Tenant from all liability for the return of such security and
the Tenant shall look solely to the new Landlord for the return of the said
security, an it is agreed that this shall apply to every transfer or assignment
made of the security to a new Landlord. The security deposited under this Lease
shall not be mortgaged, assigned or encumbered by the Tenant without the written
consent of the Landlord and any attempt to do so shall be void. Any mortgagee of
Landlord shall be relieved and released from any obligation to return such
security in the event such mortgagee comes into possession of the Demised
Premises by reason of foreclosure of its security interest or any proceeding in
lieu thereof.
-------------------------------------
Jeff Wood, CFO TENANT
-------------------------------------
Robert M. Rosin, Partner LANDLORD
Guarantee
The undersigned, in consideration of the leasing of the premises
described in the attached Lease to the Tenant therein mentioned, does (do)
hereby absolutely, unconditionally and irrevocably guarantee to Landlord the
full and complete performance of all of the Tenant's covenants and obligations
under such Lease and the full payment by Tenant of all rentals, additional
rentals and other charges and amounts required to be paid thereunder.
The undersigned do each hereby waive all requirements of notice of
the acceptance of this guarantee and all requirements of notice of breach or
non-performance by Tenant. The undersigned further waives any demand by Landlord
and/or prior action by Landlord of any nature whatsoever against Tenant. The
undersigned's obligation hereunder shall remain fully binding although Landlord
may have waived one or more defaults by Tenant, extended the time of performance
by Tenant, modified or amended the Lease, approved an assignment of the lease or
sublease, released, returned or misapplied other collateral given later as
additional security (including other guarantees) and released Tenant from the
performance of its obligations under such Lease.
If this Guarantee is signed by more than one person, their
obligations shall be joint and several and the release of one of such guarantors
shall not release any other such guarantors. This Guarantee shall be binding
upon the undersigned and their respective heirs, successors, successors in
interest, executors, administrators, representatives and assigns.
WITNESS hand and seal this day of , 19
STATE OF MICHIGAN ) _________________________
)SS.
COUNTY OF ) _________________________
On this _______ day of ____, 19__, before me, a Notary Public in
and for the said county, personally appeared to me known to be the person(s)
described in and who executed the foregoing instrument and acknowledged that
(he)(they) executed the same as (his)(their) free act and deed.
-------------------------------------
Notary Public, County
My Commission expires: ______________
RIDER - BLDG. A FORM
38. Utilities & Service
Tenant shall, at its own cost and expense, furnish the Demised
Premises with all gas, electricity and janitorial services. Landlord shall not
be liable or responsible for any interruption in such utilities or other
services, or for interruptions in connection with the making of repairs or
improvements to the Demised Premises or the building in which the Demised
Premises are located.