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EXHIBIT 10.5.c
This Lease, dated the day of June 1995
Between FACILITIES MANAGEMENT, 495 West John Street,
Parties Hicksville, NY hereinafter referred to as the Landlord,
and MANCHESTER EQUIPMENT CO. INC., 160 Oser Avenue,
Hauppauge, NY hereinafter referred to as the Tenant,
hereinafter referred to as the Tenant,
WITNESSETH: That the Landlord hereby demises and leases
unto the Tenant, and the Tenant hereby hires and takes
from the Landlord for the term and upon the rentals
hereinafter specified, the premises described as follows,
situated in the Town of Smithtown County of Suffolk and
State of New York
Premises Covering 5000 square feet in premises known as
125 Marcus Boulevard, Hauppauge, New York 11787
Term The term of this demise shall be for a term of
three (3) years beginning July 1, 1995 and ending
June 30, 1998.
Rent The rent for the demised term shall be EIGHTY SIX
THOUSAND TWO HUNDRED AND FIFTY and no/100 ($86,250.00),
which shall accrue at the yearly rate of TWENTY EIGHT
THOUSAND SEVEN HUNDRED AND FIFTY and no/100 ($28,750).
The said rent is to be payable monthly in advance
on the first day of each calendar month for the term
hereof, in instalments as follows:
Payment of TWO THOUSAND THREE HUNDRED AND NINETY FIVE
Rent and 80/100 ($2,395.80)
at the office of Facilities Management, 495 West John
Street, Hicksville, or as may be otherwise directed by
the Landlord in writing.
THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:
Peaceful FIRST.--The Landlord convenants that the Tenant, on
Possession paying the said rental and performing the covenants and
conditions in this Lease: contained, shall and may
peaceably and quietly have; hold and enjoy the demised
premises for the term aforesaid.
Purpose SECOND.--The Tenant covenants and agrees to use the
demised premises as a storage facility, as lawfully
permitted under the approprate ordinances applicable to
the demised premises, and agrees not to use or permit the
premises to be used for any other purpose wihtout the
piror written consent of the Landlord endorsed hereon.
Default in Payment THIRD.--The Tenant shall, without any previous
of Rent demand therefor, pay to the Landord, or its
agent, the said rent at the times and in the manner
Abandonment above provided. In the event of the non
of Premises payment of said rent, or any instalment
thereof, at the times and in the manner above provided,
and if the same shall remain in default for ten days after
Reenty and becoming due, or if the Tenant shall be dispossessed for
Reletting by non payment of rent, or if the leased premises shall be
Landlord deserted or vacated, the Landlord or its agents shall
have the right to and may enter the said premises as the
Tenant Liable agent of the Tenant, either by force or otherwise, without
for Deficiency being liable for any prosecution or damages therefor, and
may relet the premises as the agent of the Tenant, and
Lien of reserve the rent therefor, upon such terms as shall be
Landlord to satisfactory to the Landlord, and all rights of the Tenant
Secure to repossess the premises under this lease; shall be
forfeited. Such re-entry by the Landlord shall not operate
Performance to release the Tenant from any rent to be paid or
Attorney's Fees covenants to be performed hereunder during the full term
of this lease. For the purposes of reletting, the Landlord
shall be authorized to make such repairs or alterations in
or to the leased premises as may be necessary to place the
same in good order and condition. The Tenant shall be
liable to the Landlord for the cost of such repairs or
alterations, and all expenses of such reletting. If the
sum realized or to be realized from the reletting is
insufficient to satisfy the monthly or term rent provided
in this lease, the Landlord, at its option, may require
the Tenant to pay such deficiency month by month, or may
hold the Tenant in advance for the entire delivey to
be realized during the term of the reletting. The Tenant
shall not be entitled to any surplus accruing as a result
of reletting. The Landlord is hereby granted a lien, in
addition to any statutory lien or right to distrain that
may exist, on all individual property of the Tenant to or
under the demised premises, to secure payment of the rent
and performance of the covenants and conditions of this
lease. The Landlord shall have the right, as agent of the
Tenant, for legal possession of any furniture, fixtures or
other personal property of the Tenant found in or about the
premises, and as if the nature of public or private law to
apply the proceeds thereof to the payment of any monies
becoming due under this lease, the Tenant hereby waiving
the benefit of all laws exempting property from execution,
levy and sale on distress or judgment. The Tenant agrees
to pay, as additional rent, all attorney's fees and
other expenses incurred by the Landlord in entering any of
the obligations under this lease.
Subletting and FOURTH.--The Tenant shall not sublet the demised
Assignment premises nor any portion thereof, nor shall this lease be
assigned by the Tenant without the prior written consent
of the Landlord endorsed hereon.
Countdown of FIFTH.--The tenant has examined the demised
Premises premises, and accepts them in their present condition
Repairs (except as otherwise expressly provided herein) and
without any representations on the part of the Landlord or
its agents as to the presents of future condition of the
said premises. The Tenant shall keep the demised premises
in good condition, and shall celebrate, paint and renovate
the said premises as may be necessary to keep them in
repair and good appearance. The Tenant shall quit and
surrender the premises at the end of the demand term in as
good conditiion as the reasonable use thereof will permit.
The Tenant will and make any alterations, additions, or
improvements to said premises without the
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Alterations and prior written consent of the Landlord. All erections,
Improvements alterations, additions and improvements, and whether
temporary or permanent in character, which may be made
Sanitation, upon the premises either by the Landlord or the Tenant,
Inflammable except furniture or movable trade fixtures installed at
Materials the expense of the Tenant, shall be the Property of the
Landlord and shall remain upon and be surrendered with the
Sidewalks premises as a part thereof at the termination of this
Lease, without compensation to the Tenant. The Tenant
further agrees to keep said premises and all parts thereof
in a clean and sanitary condition and free from trash,
inflammable material and other objectionable matter. If
this lease covers premises, all or a part of which are on
the ground floor, the Tenant further agrees to keep the
sidewalks in front of such ground floor portion of the
demised premises clean and free of obstructions, snow and
ice.
SIXTH.--In the event that any mechanics' lien is
Mechanics' filed against the premises as a result of alterations,
Liens additions or improvements made by the Tenant, the
Landlord, at its option, after thirty days' notice to the
Tenant, may terminate this lease and may pay the said
lien, without inquiring into the validity thereof, and the
Tenant shall forthwith reimburse the Landlord the total
expense incurred by the Landlord in discharging the said
lien, as additional rent hereunder.
SEVENTH.--The Tenant agrees to replace at the Tenant's
Glass expense any and all glass which may become broken in and
on the demised premises. Plate glass and mirrors, if any,
shall be insured by the Tenant at their full insurable
value in a company satisfactory to the Landlord. Said
policy shall be of the full premium type, and shall be
deposited with the Landlord or its agent.
EIGHTH.--The Landlord shall not be responsible for the
Liability of loss of or damage to property, or injury to persons,
Landlord occurring in or about the demised premises, by reasons of
any existing or future condition, defect, matter or thing
in said demised premises of the property of which the
premises are a part, or for the acts, omissions or
negligence of other tenant or tenants in and about the
said property. The Tenant agrees to Indemnify and save the
Landlord harmless from all claims and liability for losses
of or damage to property), or injuries to persons
occurring in or about the demised premises.
NINTH.--Utilities and services furnished to the
Services and demised premises for the benefit of the Tenant shall be
Utilities provided and paid for as follows: water by the ;
gas by the ; electricity by the ;
heat by the ; refrigeration by the ;
hot water by the .
SEE RIDER ATTACHED
The Landlord shall not be liable for any interruption or
delay in any of the above services for any reason.
TENTH.--The Landlord, or its agents, shall have
Right to Inspect the right to enter the demised premises at reasonable
and Exhibit hours in the day or night to examine the ???????? or to
run telephone or other wires, or to make such repairs,
additions or alterations as it shall deem necessary for
the safety, preservation or restoration of the
improvements, or for the safety or convenience of the
occupants or users thereof (there being no obligation,
however, on the part of the Landlord to make any such
repairs, additions or alterations), or to exhibit the same
to prospective purchasers and put upon the premises a
suitable "For Sale" sign. For three months prior to the
exploration of the demised term, Landlord, or its agents,
may similarly exhibit the premises to prospective tenants,
and any place the usual "To Let" signs thereon.
ELEVENTH.--In the event of the destruction of
Damage by Fire, the demised premises or the building containing the said
Explosion, premises by fire, explosion, the elements or otherwise
The Elements or during the term hereby created, or previous thereto, or
Otherwise such partial destruction thereof as to render the premises
wholly untenantable or unfit for occupancy, or should the
demised premises be so badly injured that the same cannot
be repaired within ninety days from the happening of such
injury, then and in such case the term hereby created
shall, at the option of the Landlord, cease and become
null and void from the date of such damage or destruction,
and the Tenant shall immediately surrender said premises
and all the Tenant's interest therein to the Landlord, and
shall pay rent only to the time of such surrender, in
which event the Landlord may re-enter and re possess the
premises thus discharged from this lease and may remove
all parties therefrom. Should the demised premises be
rendered untenantable and unfit for occupancy, but yet be
repairable within ninety days from the happening of said
injury, the Landlord may enter and repair the same with
reasonable speed, and the rent shall not accrue after said
injury or while reports are being made, but shall
recommence immediately after said repairs shall be
completed. But if the premises shall be so slightly
injured as not to be rendered untenantable and unfit for
occupancy, then the Landlord agrees to repair the same
with reasonable promptness and in that case the rent
accrued and accruing shall not cease or determine. The
Tenant shall immediately notify the Landlord in case of
fire or other damage to the premises.
TWELFTH.--The Tenant agrees to observe and comply
Observation with all laws, ordinances, rules and regulations of the
of Laws, Federal, State, County and Municipal authorities
Ordinances, applicable to the business to be coducted by the Tenant in
Rules and the demised premises. The Tenant Agrees not to do or
Regulations permit anything to be done in said premises, or keep
anything therein, which will increase the rate of fire
insurance premiums on the improvements or any part
thereof, or on property kept therein, or which will
obstruct or interfere with the rights of other tenants, or
conflict with the regulations of the Fire Department or
with any insurance policy upon said improvements or any
part thereof. In the event of any increase in insurance
premiums resulting from the Tenant's occupancy of the
premises, or from any act or omission on the part of the
Tenant, the Tenant agrees to pay said increase to
insurance premiums on the improvements or contents thereof
as additional rent.
THIRTEENTH.--No sign, advertisement or notice shall be
Signs affixed to or placed upon any part of the demised premises
by the Tenant, except to such manner, and of such size,
design and color as shall be approved in advance in
writing by the Landlord.
FOURTEENTH.--This lease is subject and is hereby
Subordination subordinated to all present and future mortgages, deeds of
to Mortgages trust and other encumbrances affecting the demised
and Deeds premises or the property of which said premises are a
of Trust part. The Tenant agrees to execute, at no expense to the
Landlord, any instrument which may be deemed necessary or
desirable by the Landlord to further effect the
subordination of this lease to any such mortgage, deed of
trust or encumbrance.
FIFTEENTH.--In the event of the sale by the Landlord
Sale of of the demised premises, or the property of which said
Premises premises are a part, the Landlord or the purchaser may
terminate this lease on the thirtieth day of April in any
year upon giving the Tenant notice of such termination
prior to the first day of January in the same year.
SIXTEENTH.--The rules and regulations regarding the
Rules and demised premises, affixed to this lease, if any, as well
Regulations of as any other and further reasonable rules and regulations
Landlord which shall be made by the Landlord, shall be observed by
the Tenant and by the Tenant's employees, agents and
customers. The Landlord reserves the right to rescind any
presently existing rules applicable to the demised
premises, and to make such other and further reasonable
rules and regulations as, in its judgment, may from time
to time be desirable for the safety, care and cleanliness
of the premises, and for the preservation of good order
therein, which rules, when so made and notice thereof
given to the Tenant, shall have the same force and effect
as if originally made a part of this lease. Such other and
further rules shall not, however, be inconsistent with the
proper and rightful enjoyment by the Tenant of the demised
premises.
SEVENTEENTH.--In case of violation by the Tenant
Violation of of any of the Covenants, agreements and conditions of this
Covenants, lease, or the rules and regulations now or hereafter to be
Forfeiture of reasonably established by the Landlord, and upon failure
Lease, Re-entry to discontinue such violation within ten days after notice
by Landlord thereof given to the Tenant, this lease shall thenceforth,
at the option of the Landlord, become null and void, and
Non-waiver the Landlord may re-enter without further notice or
of Breach demand. The rent in such ease shall become due, be
apportioned and paid on and up to the day of such
re-entry, and the Tenant shall be liable for all loss or
damage resulting from such violation as aforesaid. No
waiver by the Landlord of any violatoin or breach of
condition by the Tenant shall constitute or be construed
as a waiver of any other violation or breach of condition,
nor shall lapse of time after breach of condition by the
Tenant before the Landlord shall exercise its option under
this paragraph operate to defeat the right of the Landlord
to declare this lease null and void and to re-enter upon
the demised premises after the said breach or violation.
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NOTICES EIGHTEENTH.--All notices and demands, legal or
otherwise, incidental to this lease, or the occupation of
the demised premises, shall be in writing. If the Landlord
or its agent desires to give or serve upon the Tenant any
notice or demand, it shall be sufficient to send a copy
thereof by registered mail, addressed to the Tenant at the
demised premises, or to leave a copy thereof with a person
of suitable age found on the premises, or to post a copy
thereof upon the door to said premises. Notices from the
Tenant to the Landlord shall be sent by registered mail or
delivered to the Landlord at the place hereinbefore
designated for the payment of rent, or to such party or
place as the Landlord may from time to time designate
in writing.
BANKRUPTCY, NINETEENTH.--It is further agreed that if at any time
INSOLVENCY, during the term of this lease the Tenant shall make any
ASSIGNMENT FOR assignment for the benefit of creditors, or be
BENEFIT OF decreed insolvent or bankrupt according to law, or if a
CREDITORS receiver shall be appointed for the Tenant, then the
Landlord may, at its option, terminate this lease,
exercise of such option to be evidenced by notice to that
effect served upon the assignee, receiver, trustee or
other person in charge of the liquidation of the property
of the Tenant or the Tenant's estate, but such termination
shall not release or discharge any payment of rent payable
hereunder and then accrued, or any liability then accrued
by reason of any agreement or covenant herein contained on
the part of the Tenant, or the Tenant's legal
representatives.
HOLDING OVER TWENTIETH.--In the event that the Tenant shall remain
BY TENANT in the demised premises after the expiration of the term
of this lease without having executed a new written lease
with the Landlord, such holding over shall not constitute
a renewal or extension of this lease. The Landlord may, at
its option, elect to treat the Tenant as one who has not
removed at the end of his term, and thereupon be entitled
to all the remedies against the Tenant provided by law in
that situation, or the Landlord may elect, at its option,
to construe such holding over as a tenancy from month to
month, subject to all the terms and conditions of this
lease, except as to duration thereof, and in that event
the Tenant shall pay monthly rent in advance at the rate
provided herein as effective during the last month of the
demised term.
EMINENT TWENTY-FIRST.--If the property or any part thereof
DOMAIN, wherein the demised premises are located shall be taken by
CONDEMNATION public or quasi public authority under any power of eminent
domain or condemnation, this lease, at the option of the
Landlord, shall forthwith terminate and the Tenant shall
have no claim or interest in or to any award of damages
for such taking.
SECURITY TWENTY-SECOND.--The Tenant has this day deposited with
the Landlord the sum of $4,791.56 as security for the full
and faithful performance by the Tenant of all the terms,
covenants and contitions of this lease upon the Tenant's
part to be performed, which said sum shall be returned to
the Tenant after the time fixed as the expiration of the
term herein, provided the Tenant has fully and faithfully
carried out all of said terms, covenants and conditions on
Tenant's part to be performed. In the event of a bona fide
sale, subject to this lease, the Landlord shall have the
right to transfer the security to the vendee for the
benefit of the Tenant and the Landlord shall be considered
released by the Tenant from all liability for the return
of such security; and the Tenant agrees to look to the new
Landlord solely for the return of the said security, and
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.
ARBITRATION TWENTY-THIRD.--Any dispute arising under this lease
shall be settled by arbitration. Then Landlord and Tenant
shall each choose an arbitrator, and the two arbitrators
thus chosen shall select a third arbitrator. The findings
and award of the three arbitrators thus chosen shall be
final and binding on the parties hereto.
DELIVERY OF TWENTY-FOURTH.--No rights are to be conferred upon the
LEASE Tenant until this lease has been signed by the Landlord,
and an executed copy of the lease has been delivered to
the Tenant.
LEASE TWENTY-FIFTH.--The foregoing rights and remedies are
PROVISIONS NOT not intended to be exclusive but as additional to all
EXCLUSIVE rights and remedies the Landlord would otherwise have by
law.
LEASE BINDING TWENTY-SIXTH.--All of the terms, covenants and
ON HEIRS, conditions of this lease shall inure to the benefit of and
SUCCESSORS, ETC. be binding upon the respective heirs, executors,
administrators, successors and assigns of the parties
hereto. However, in the event of the death of the Tenant,
if an individual, the Landlord may, at its option,
terminate this lease by notifying the executor or
administrator of the Tenant at the demised primises.
TWENTY-SEVENTH.--This lease and the obligation of
Tenant to pay rent hereunder and perform all of the other
covenants and agreements hereunder on part of Tenant to be
performed shall in nowise be affected, impaired or excused
because Landlord is unable to supply or is delayed in
supplying any service expressly or impliedly to be
supplied or is unable to make, or is delayed in making any
repairs, additions, alterations or decorations or is
unable to supply or is delayed in supplying any equipment
or fixtures if Landlord is prevented or delayed from so
doing by reason of governmental preemption in connection
with the National Emergency declared by the President of
the United States or in connection with any rule, order or
regulation of any department or subdivision thereof of any
governmental agency or by reason of the conditions of
supply and demand which have been or are affected by the
war.
TWENTY-EIGHTH.--This instrument may not be changed
orally.
SEE RIDER ATTACHED
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and
seals the day and year first above written.
FACILITIES MANAGEMENT
Witness: By: /s/
------------------------ (SEAL)
MANCHESTER EQUIPMENT CO. INC.,
By: /s/ BARRY STEINBERG
- ---------------------------------- -------------------------------
- ---------------------------------- ---------------------------- (SEAL)
Tenant
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GUARANTY
In consideration of the execution of the within lease by the Landlord, at
the request of the undersigned and in reliance of this guaranty, the
undersigned hereby guarantees unto the Landlord, its successors and assigns,
the prompt payment of all rent and the performance of all of the terms,
covenants and conditions provided in said lease, hereby waiving all notice
of default, and consenting to any extensions of time or changes in the manner
of payment or performance of any of the terms and conditions of the said
lease the landlord may grant the Tenant, and further consenting to the
assignment and the successive assignments of the said lease, and any
modifications thereof, including the sub-letting and changing of the use of
the demised premises, all without notice to the undersigned. The undersigned
agrees to pay the Landlord all expenses incurred in enforcing the obligations
of the Tenant under the within lease and in enforcing this guaranty.
Witness: (SEAL)
(SEAL)
Date:
LEASE
Landlord
to
,
Tenant
Premises leased:
From:
To:
ASSIGNMENT AND ACCEPTANCE OF ASSIGNEMENT
For value received the undersigned Tenant hereby assigns all of said
Tenant's right, title and interest in and to the within lease from and after
unto
heirs, successors, and assigns, the demised premises to be used and occupied for
and for no other purpose, it being expressly agreed
that this assignment shall not in any manner relieve the undersigned assignor
from liability upon any of the covenants of this lease.
Witness: (SEAL)
(SEAL)
Date:
In consideration of the above assignment and the written consent of the
Landlord thereto, the undersigned assignee,
hereby assumes and agrees from and after to make all
payments and to perform all covenants and conditions provided in the within
lease by the Tenant therein to be made and performed.
Witness: (SEAL)
(SEAL)
Date:
CONSENT TO ASSIGNMENT
The undersigned Landlord hereby consents to the assignment of the within
lease to
on the express conditions that the original Tennant
, the assignor, herein, shall
remain liable for the prompt payment of the rent and the performance of the
covenants provided in the said lease by the Tenant to be made and performed,
and that no further assignment of said lease or sub-letting of any part of the
premises thereby demised shall be made without the prior written consent
of the undersigned Landlord.
Landlord
Date: By
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A RIDER TO LEASE
BETWEEN FACILITIES MANAGEMENT, LANDLORD
AND
MANCHESTER EQUIPMENT CO. INC, TENANT
29. All rent shall be absolutely net to Landlord so that this Lease
shall yield to Landlord the full amount of the installments thereof throughout
the Lease term without deduction. All rent shall be paid to Landlord without
notice, demand, counterclaim, setoff, deduction or defense and nothing shall
suspend, defer, diminish, abate or reduce any rent, except as otherwise
specifically provided in this Lease.
The obligations and liabilities of Tenant hereunder in no way
shall be released, discharged or otherwise affected (except as expressly
provided herein) by reason of bankruptcy, reorganization, composition,
adjustment or dissolution, liquidation or other like proceedings relating to
Tenant or any action taken with respect to this Lease by any Trustee or Receiver
of Tenant, or by any Court, in any such proceeding; any claim which Tenant has
or might have against Landlord; any failure on the part of Landlord to comply
with or perform any of the terms hereof or of any other agreement with Tenant;
or any occurrence whatsoever, whether similar or dissimilar to the foregoing,
whether or not Tenant shall have notice or knowledge of any of the foregoing.
30. Tenant represents that Tenant has examined and is fully familiar
with the physical condition of the Demised premises and the Improvements
thereon. Tenant accepts the same, without recourse to Landlord, in the condition
and state in which they now are, except for the work to be done by Landlord
pursuant to Exhibit A hereto, except as otherwise stated herein. Landlord makes
no representations or warranties, express or implied, in fact or in law, as to
the nature and condition of the Demised premises, or its fitness or availability
for any particular use except that Landlord agrees that the plumbing, heating
and electric will be in working order on the date Tenant takes possession of the
premises and the roof will be free of leaks. Landlord shall not be liable for
any latent or patent defects therein.
31. This lease is subject to Landlord's acceptance and approval and
Tenant has executed this lease with the understanding that Landlord shall not be
bound hereunder until such time as this lease has been approved and executed by
the Landlord and delivered to Tenant.
32. The Tenant shall pay directly to the utility company for all heat,
electricity, and any other utilities used by the Tenant
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in the demised premises during the term of the lease.
33. The Tenant covenants that during the entire term of this lease, it
will provide and keep in force for the benefit of the Landlord the following
policies covering the demised premises, and deliver certificates thereof to the
Landlord:
(a) General accident and public liability insurance fully
protecting and naming the Landlord and Tenant against any and all liability
occasioned by accident or disaster, in the amount of $500,000.00 in respect to
injuries to any one person, and in the amount of $1,000,000.00 in respect to
injuries to any one accident or disaster, and the amount of $50,000.00 in the
event of any damage to property, such insurance to cover the entire demised
premises as well as the sidewalks and streets in front of and adjacent thereto.,
and shall provide for notice to the Landlord prior to cancellation.
(b) The Tenant shall not do or permit to be done any act upon
said premises which will invalidate or be in conflict with fire insurance
policies covering the building of which the demised premises form a part nor do
or permit anything to be done in or upon the demised premises which shall
increase the rate of fire insurance applicable to the completed building at the
time that the Tenant enters into possession thereof and based upon Tenant's
occupancy thereof for the uses hereinabove provided. If by reason of the failure
of the Tenant to comply with the provisions of this section of this lease the
fire insurance rate shall be higher than it otherwise would be, then the Tenant
shall reimburse Landlord as additional rent hereunder for that part of all fire
insurance premiums thereafter paid by the Landlord which shall have been charged
because of such failure or use by the Tenant, and shall make such reimbursement
on the first day of the month following such outlay by the Landlord and the
failure to pay the same shall be deemed to be a failure to pay rent due under
the terms of this lease.
34. The Tenant shall make no alterations, additions, decorations or
improvements in or to the demised premises without the Landlord's express
written consent except as otherwise set forth herein. All alterations,
decorations, installations, additions or improvements upon demised premises,
made by Tenant, including all paneling, decorations, partitions, railings, and
the like shall unless Landlord elects otherwise (which election shall be made by
giving a notice not less than thirty (30) days prior to the expiration or other
termination of this lease or any renewal or extension thereof) become the
property of the Landlord, and shall remain upon, and be surrendered with, said
premises, as a part thereof, at the end of the term or renewal term, as the case
may be. In the event the Landlord shall elect otherwise, then such alternations,
decorations, installations, additions or improvements made by the Tenant upon
the demised premises as the Landlord shall select shall be removed by the Tenant
and the Tenant shall restore premises to the original conditions, at its own
cost and expense,
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(d) The aforesaid requirements shall apply to each successive
assignment and/or subletting.
35. The Tenant shall be responsible for cleaning and snow removal from
the surface area used for access to premises for their portion of the parking
area directly in front of the building used by the Tenant.
37. Any deficiency in the amount of monthly rent payment shall, unless
made good by the ten-day-period to the due date of the next such payment, be
considered in default under this lease. In the event that any such payment shall
become overdue for a period in excess of ten (10) days, a "late charge" of five
(5) cents for each dollar so overdue for each 30 days overdue shall become due
to the Landlord as liquidated damages for failure to make prompt payment. Such
charge shall be payable in effect no later than the due date of the next
subsequent rent payment.
38. The Landlord and Tenant represent each to the other that the sole
broker with whom they dealt is ALL INDUSTRIAL REAL ESTATE CORP., 125 Wireless
Boulevard, Haupopauge, New York 11788. Landlord agrees to pay the commission of
the Broker as per separate agreement.
39. On the last day of the term demised or any extension of the term,
or on the sooner termination thereof, the Tenant shall peaceably and quietly
leave, surrender and yield up unto the Landlord, all and singular the demised
premises, broom-clean, in good order and repair, ordinary wear and tear
excepted. The Tenant, on or before such date, shall remove all movable property
from the demised premises and all property not so removed shall be deemed
abandoned by Tenant. If said premises are not surrendered at the end of the term
or any extension of the term, the Tenant shall indemnify the Landlord against
loss or liability resulting from delay by the Tenant in so surrendering the
premises, including, without limitation, any claims made by any succeeding
Tenant founded on such delay. In the case of any holdover, the monthly rent
shall be at the rate of two (2) times the monthly rent payable by Tenant to
Landlord for the final month of the herein Term (including all additions and
escalations provided herein).
40. Irrespective of the place of execution or performance, the Lease
shall be governed by and construed in accordance with the law of the State of
New York. If any provision of the Lease or the application thereof to any person
or circumstance shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this lease and the application of that provision
to other persons or circumstances shall not be affected but rather shall be
enforced to the extent permitted by law. The Lease shall be construed without
regard to any presumption or other rule requiring construction against the party
causing this lease to be drafted. Each covenant, agreement, obligation or other
provision of this Lease on Tenant's part to be performed, shall be deemed and
8
at or prior to the expiration of the term. Tenant agrees to obtain, and deliver
to Landlord, written and unconditional waivers of mechanics liens upon the real
property in which the demised premises are located, for all work, labor and
services to be performed and materials to be furnished by them in connection
with such work, signed by all contractors, subcontractors, material men and
laborers to become involved in such work.
Tenant, prior to commencing any such work shall provide to the
Landlord, Comprehensive General Liability insurance including Contractors
Liability coverage and the Tenant herewith agrees to indemnify and save the
Landlord harmless from any and all claims for injuries and/or damage arising out
of the performance of said work at the premises.
The Tenant shall procure all necessary governmental permits
required for any and all work which Tenant shall perform at the demised
premises.
All alterations and decorations, installations and
improvements when completed shall be of such a character as to not reduce or
otherwise adversely affect, the value of the demised premises, immediately
before such alterations, decorations, installations or improvements, nor reduce
the cubic content of the building, nor diminish the general utility of the
building for the uses permitted under the applicable zoning ordinances.
Tenant may reinforce the walls of the office in the demised
premises with plywood and install a secure door with an alarm system without
further consent of the Landlord.
35. Without the previous written consent of the Landlord, which consent
shall not be unreasonably withheld, neither the Tenant nor the Tenant's legal
representative or successor in interest, by operation of law or otherwise, shall
assign or sublet the whole or any part of the demised premises. Any such
assignment or subletting shall be upon, and subject to all of the terms and
conditions of the lease.
(a) In the event of an assignment of this lease, the assignee
shall assume in writing all the terms, conditions and obligations on the part of
the Tenant to be performed and a duplicate original of such assignment and
assumption agreement signed and acknowledged by the parties thereto shall be
delivered to the Landlord within five (5) days thereafter.
(b) In the event of a subletting of a portion of the demised
premises, the name and address of such subtenant, the portion sublet and the
terms and conditions of subleasing shall be furnished to the Landlord in writing
by the tenant within five (5) days thereafter.
(c) Nothing herein contained shall be construed to release the
Tenant from Tenant's obligations under this lease.
9
construed as a separate and independent covenant of Tenant, not dependent on any
other provision of the Lease. All terms and words used in the Lease, regardless
of the number or gender in which they are used, shall be deemed to include any
other number and any other gender as the context may require.
41. The Tenant agrees not to discharge any contaminated materials
arising from any industrial process or process used in connection with Tenant's
business operation into the ground without first securing the prior written
approval of the Department of Health, Suffolk County, therefor.
42. Landlord agrees that certain alterations shall be made to the
demised premises by the Landlord prior to Tenant's occupancy in accordance with
Exhibit "A" attached hereto.
43. The Tenant, at any reasonable time during the term or any extension
of the term, shall permit inspection of the demised premises during reasonable
hours by the Landlord or Landlord's agents or representatives and by or on
behalf of prospective purchasers, and during the six (6) months next preceding
the expiration of this lease, or extension of the term, shall permit inspection
thereof by or on behalf of prospective Tenants. Tenant shall permit, during the
six (6) months next preceding the expiration of this lease, or extension of the
term, signs or notices indicating that the premises are to let or for sale to be
posted and remain upon the demised premises. Any such inspection shall only be
upon notice to the Tenant and while a representative of the Tenant is present on
the premises.
44. Landlord agrees to furnish Tenant with four (4) reserved parking
spaces at the demised premises, one (1) in the front and three (3) in the rear.
45. This agreement constitutes the entire agreement between the parties
and contains all the agreements, conditions, representations or warranties made
between the parties hereto. No representation other than those herein expressly
contained have been made by either party to the other. This lease may not be
modified, altered, amended, changed or added to except in writing and signed by
both parties.
FACILITIES MANAGEMENT, Landlord
By /s/
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MANCHESTER EQUIPMENT CO. INC., Tenant
By /s/ BARRY STEINBERG
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