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Exhibit 10.5.h
FROM THE OFFICE OF
STANDARD FORM COMMERCIAL LEASE
1. PARTIES E & S Associates
(fill in) LESSOR, which expression shall include its heirs,
successors, and assigns where the context so admits,
does hereby lease to Manchester Equipment Company,
Inc., a New York Corporation, doing business at 160
Oser Avenue, Hauppauge, NY 11788
LESSEE, which expression shall include their
successors, executors, administrators, and assigns
where the context so admits, and the LESSEE hereby
leases the following described premises:
2. PREMISES Suite 211 consisting of approximately 2070 rentable
(fill in and include, square feet located on the second floor of the Needham
if applicable, suite Office Building, 161 Highland Avenue, Needham, MA 02194
number, floor
number, and square
feet)
together with the right to use in common, with others
entitled thereto, the hallways, stairways, and
elevators necessary for access to said leased premises,
and lavatories thereto.
3. TERM The term of this lease shall be for not less than five
(fill in) (5) years commencing on April 15, 1992 and ending on
April 30, 1997.
4. RENT The LESSEE shall pay to the LESSOR rent at the rate of
(fill in) dollars per year, payable in advance in
monthly installments of . See Section 23
5. SECURITY Upon the execution of this lease, the LESSEE shall pay
DEPOSIT to the LESSOR the amount of $3450.00 dollars, which
(fill in) shall be held as a security for the LESSEE's
performance as herein provided and refunded to the
LESSEE at the end of this lease subject to the LESSEE's
satisfactory compliance with the conditions hereof.
6. RENT If in any tax year commencing with the fiscal year
ADJUSTMENT 1993, the real estate taxes on the land and buildings,
of which the leased premises are a part, are in excess
of the amount of the real estate taxes thereon for the
A. TAX fiscal year 1992 (hereinafter called the "Base Year"),
ESCALATION LESSEE will pay to LESSOR as additional rent hereunder,
(fill in or when and as designated by notice in writing by LESSOR,
delete) 8 per cent of such excess that may occur in each year
of the term of this lease or any extension or renewal
thereof and proportionately for any part of a fiscal
year. If the LESSOR obtains an abatement of any such
excess real estate tax, a proportionate share of such
abatement, less the reasonable fees and costs incurred
in obtaining the same, if any, shall be refunded to the
LESSEE.
B. OPERATING The LESSEE shall pay to the LESSOR as additional rent
COST hereunder when and as designated by notice in writing
ESCALATION by LESSOR, 8 per cent of any increase in operating
(fill in or expenses over those incurred during the calendar year
delete) 1992. Operating expenses are defined for the purposes
of this agreement as: Heat, Light and Power, Insurance,
Licenses and Fees, Management Fees, Payroll,
Professional Services, Repairs and Maintenance, Water
and all other charges normally incurred in the
operation of said property.
This increase shall be prorated should this lease be
in effect with respect to only a portion of any
calendar year.
C. CONSUMER (1) LESSEE agrees that in the event the "Consumer Price
PRICE Index for Urban Wage Earners and Clerical Workers, U.S.
ESCALATION City Average, All Items (1967 = 100)" (Hereinafter
(fill in or referred to as the "Price Index") published by the
delete) Bureau of Labor Statistics of the United States
Department of Labor, or any comparable successor or
substitute index designated by the LESSOR appropriately
adjusted, reflects an increase in the cost of living
over and above the cost of living as reflected by the
Price Index for the month of , 19 (hereinafter
called the "Base Price Index"), the Basic Rent shall
be adjusted in accordance with sub-paragraph (2) of
this Article.
Not Applicable
COPYRIGHT (C) 1968
GREATER BOSTON REAL ESTATE BOARD
REVISED 1981
All rights reserved. This form may not be copied or reproduced in whole or in
part in any manner whatsoever without the prior ex-
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(2) Commencing as of the first anniversary of the Term
Commencement Date, there shall be an adjustment
(hereinafter referred to as "Adjustment") in the Basic
Rent calculated by multiplying the Basic Rent set forth
in Article 4 of the lease by a fraction, the numerator
of which shall be the Price Index for the month of
, 19 and the denominator of which (for each
such fraction) shall be the Base Price Index; PROVIDED,
HOWEVER, no Adjustment shall reduce the Basic Rent as
previously payable in accordance with this Article or
in Article 4 of this lease.
Not Applicable
(3) In the event the Price Index ceases to use the 1967
average of 100 as the basis of calculation, or if a
substantial change is made in the terms or number of
items contained in the Price Index, then the Price
Index shall be adjusted to the figure that would have
been arrived at had the manner of computing the Price
Index in effect at the date of this lease not been
changed.
Not Applicable
7. UTILITIES The LESSEE shall pay, as they become due, all bills for
electricity and other utilities (whether they are used
for furnishing heat or other purposes) that are
delete "air furnished to the leased premises and presently
conditioning" separately metered, and all bills for fuel furnished to
not applicable a separate tank servicing the leased premises
exclusively. The LESSOR agrees to provide all other
utility service and to furnish reasonably hot and cold
water and reasonable heat and air conditioning (except
to the extent that the same are furnished through
separately metered utilities or separate fuel tanks as
set forth above) to the leased premises, the hallways,
stairways, elevators, and lavatories during normal
business hours on regular business days of the heating
and air conditioning seasons of each year, to furnish
elevator service and to light passageways and stairways
during business hours, and to furnish such cleaning
service as is customary in similar buildings in said
city or town, all subject to interruption due to any
accident, to the making of repairs, alterations, or
improvements, to labor difficulties, to trouble in
obtaining fuel, electricity, service, or supplies from
the sources from which they are usually obtained for
said building, or to any cause beyond the LESSOR's
control.
LESSOR shall have no obligation to provide utilities or
equipment other than the utilities and equipment within
the premises as of the commencement date of this lease.
In the event LESSEE requires additional utilities or
equipment, the installation and maintenance thereof
shall be the LESSEE's sole obligation, provided that
such installation shall be subject to the written
consent of the LESSOR.
8. USE OF LEASED The LESSEE shall use the leased premises only for the
PREMISES purpose of Office use
(fill in)
9. COMPLIANCE The LESSEE acknowledges that no trade or occupation
WITH LAWS shall be conducted in the leased premises or use made
thereof which will be unlawful, improper, noisy or
offensive, or contrary to any law or any municipal
by-law or ordinance in force in the city or town in
which the premises are situated.
10. FIRE INSURANCE The LESSEE shall not permit any use of the leased
premises which will make voidable any insurance on the
property of which the leased premises are a part, or on
the contents of said property or which shall be
contrary to any law or regulation from time to time
established by the New England Fire Insurance Rating
Association, or any similar body succeeding to its
powers. The LESSEE shall on demand reimburse the
LESSOR, and all other tenants, all extra insurance
premiums caused by the LESSEE's use of the premises.
11. MAINTENANCE The LESSEE agrees to maintain the leased premises in
good condition, damage by fire and other casualty only
A. LESSEE'S excepted, and whenever necessary. to replace plate
OBLIGATIONS glass and other glass therein, acknowledging that the
leased premises are now in good order and the glass
whole. The LESSEE shall not permit the leased premises
to be overloaded, damaged, stripped, or defaced, nor
suffer any waste. LESSEE shall obtain written consent
of LESSOR before erecting any sign on the premises.
Lessor will supply initial door and building directory
signage.
B. LESSOR'S The LESSOR agrees to maintain the structure of the
OBLIGATIONS building of which the leased premises are a part in the
same condition as it is at the commencement of the term
or as it may be put in during the term of this lease,
reasonable wear and tear, damage by fire and other
casualty only excepted, unless such maintenance is
required because of the LESSEE or those for whose
conduct the LESSEE is legally responsible.
ALTERATIONS - The LESSEE shall not make structural alterations or
ADDITIONS additions to the leased premises, but may make
non-structural alterations provided the LESSOR consents
thereto in writing, which consent shall not be
unreasonably withheld or delayed. All such allowed
alterations shall be at LESSEE's expense and shall be
in quality at least equal to the present construction.
LESSEE shall not permit any mechanics' liens, or
similar liens, to remain upon the leased premises for
labor and material furnished to LESSEE or claimed to
have been furnished to LESSEE in connection with work
of any character performed or claimed to have been
performed at the direction of LESSEE and shall cause
any such lien to be released of record forthwith
without cost to LESSOR. Any alterations or improvements
made by the LESSEE shall become the property of the
LESSOR at the termination of occupancy as provided
herein.
ASSIGNMENT - The LESSEE shall not assign or sublet the whole or any
SUBLEASING part of the leased premises without LESSOR's prior
written consent. Notwithstanding such consent, LESSEE
shall remain liable to LESSOR for the payment of all
rent and for the full performance of the covenants and
conditions of this lease.
such consent shall not be unreasonably withheld
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SUBORDINATION This lease shall be subject and subordinate to any and all
mortgages, deeds of trust and other instruments in the
nature of a mortgage, now or at any time hereafter, a lien
or liens on the property of which the leased premises are a
part and the LESSEE shall, when requested, promptly execute
and deliver such written instruments as shall be necessary to
show the subordination of this lease to said mortgages, deeds
of trust or other such instruments in the nature of a mortgage.
LESSOR'S The LESSOR or agents of the LESSOR may, at reasonable times,
ACCESS enter to view the leased premises and may remove placards and
signs not approved and affixed as herein provided, and make
repairs and alterations as LESSOR should elect to do and may
show the leased premises to others, and at any time within
three (3) months before the expiration of the term, may affix
to any suitable part of the leased premises a notice for letting
or selling the leased premises or property of which the leased
premises are a part and keep the same so affixed without
hindrance or molestation. A representative of the Lessee shall
be present at such times excluding emergencies.
INDEMNIFI- The removal of snow and ice from the sidewalks bordering upon
CATION AND the leased premises shall be Lessor's responsibility.
LIABILITY
(fill in)
LESSEE'S The LESSEE shall maintain with respect to the leased premises
LIABILITY and the property of which the leased premises are a part
INSURANCE comprehensive public liability insurance in the amount of
(fill in) $1,000,000.00 with property damage insurance in limits of
single aggregate* in responsible companies qualified to do
business in Massachusetts and in good standing therein insuring
the LESSOR as well as LESSEE against injury to persons or
damage to property as provided. The LESSEE shall deposit with
the LESSOR certificates for such insurance at or prior to the
commencement of the term, and thereafter within thirty (30)
days prior to the expiration of any such policies. All such
insurance certificates shall provide that such policies shall
not be cancelled without at least ten (10) days prior written
notice to each assured named therein.
*limit of liability
FIRE, Should a substantial portion of the leased premises, or of the
CASUALTY - property of which they are a part, be substantially damaged by
EMINENT fire or other casualty, or be taken by eminent domain, the
DOMAIN LESSOR may elect to terminate this lease. When such fire,
casualty, or taking renders the leased premises substantially
unsuitable for their intended use, a just and proportionate
abatement of rent shall be made, and the LESSEE may elect to
terminate this lease if:
(a) The LESSOR fails to give written notice within
thirty (30) days of intention to restore leased
premises, or
(b) The LESSOR fails to restore the leased premises
to a condition substantially suitable for their
intended use within ninety (90) days of said fire,
casualty or taking.
The LESSOR reserves, and the LESSEE grants to the LESSOR, all
rights which the LESSEE may have for damages or injury to the
leased premises for any taking by eminent domain, except for
damage to the LESSEE'S fixtures, property, or equipment.
DEFAULT In the event that:
AND (a) The LESSEE shall default in the payment of any
BANKRUPTCY installment of rent or other sum herein specified
(fill in) and such default shall continue for ten (10) days
after written notice thereof; or
(b) The LESSEE shall default in the observance or
performance of any other of the LESSEE's covenants,
agreements, or obligations hereunder and such
default shall not be corrected within thirty (30)
days after written notice thereof; or
(c) The LESSEE shall be declared bankrupt or insolvent
according to law, or, if any assignment shall be
made of LESSEE's property for the benefit of
creditors,
then the LESSOR shall have the right thereafter, while such
default continues, to re-enter and take complete possession of
the leased premises, to declare the term of this lease ended,
and remove the LESSEE's effects, without prejudice to any
remedies which might be otherwise used for arrears of rent or
other default. The LESSEE shall indemnify the LESSOR against all
loss of rent and other payments which the LESSOR may incur by
reason of such termination during the residue of the term. If
the LESSEE shall default, after reasonable notice thereof, in
the observance or performance of any conditions or covenants on
LESSEE's part to be observed or performed under or by virtue of
any of the provisions in any article of this lease, the LESSOR,
without being under any obligation to do so and without thereby
waiving such default, may remedy such default for the account
and at the expense of the LESSEE. If the LESSOR makes any
expenditures or incurs any obligations for the payment of money
in connection therewith, including but not limited to,
reasonable attorney's fees in instituting, prosecuting or
defending any action or proceeding, such sums paid or
obligations insured, with interest at the rate of 18 percent per
annum and costs, shall be paid to the LESSOR by the LESSEE as
additional rent.
NOTICE Any notice from the LESSOR to the LESSEE relating to the leased
(fill in) premises or to the occupancy thereof, shall be deemed duly
served, if left at the leased premises addressed to the LESSEE,
or if mailed to the leased premises, registered or certified
mail, return receipt requested, postage prepaid, addressed to
the LESSEE. Any notice from the LESSEE to the LESSOR relating to
the leased premises or to the occupancy thereof, shall be deemed
duly served, if mailed to the LESSOR by registered or certified
mail, return receipt requested, postage prepaid, addressed to
the LESSOR at such address as the LESSOR may from time to time
advise in writing. All rent notices shall be paid and sent to
the LESSOR at 161 Highland Avenue, Needham, MA 02194.
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21. SURRENDER The LESSEE shall at the expiration or other termination of
this lease remove all LESSEE's goods and effects from the
leased premises, (including, without hereby limiting the
generality of the foregoing, all signs and lettering affixed
or painted by the LESSEE, either inside or outside the leased
premises). LESSEE shall deliver to the LESSOR the leased
premises and all keys, locks thereto, and other fixtures
connected therewith and all alterations and additions made
to or upon the leased premises, in good condition, damage by
fire or other casualty only excepted. In the event of the
LESSEE's failure to remove any of LESSEE's property from the
premises, LESSOR is hereby authorized, without liability to
LESSEE for loss or damage thereto, and at the sole risk of
LESSEE, to remove and store any of the property at LESSEE's
expense, or to retain same under LESSOR's control or to sell
at public or private sale, without notice any or all of the
property not so removed and to apply the net proceeds of such
sale to the payment of any sum due hereunder, or to destroy
such property.
22. BROKERAGE The Broker(s) named herein None
(Fill in or
delete) warrant(s) that he (they) is (are) duly licensed as such by
the Commonwealth of Massachusetts, and join(s) in this
agreement and become(s) a party hereto, insofar as any
provisions of this agreement expressly apply to him (them),
and to any amendments or modifications of such provisions to
which he (they) agree(s) in writing.
LESSOR agrees to pay the above-named Broker upon the term
commencement date a fee for professional services of
or pursuant to Broker's attached commission schedule.
23. OTHER It is also understood and agreed that
PROVISIONS
1. The Lessee shall pay to the Lessor rent at the rate of:
$20,700.00 per year payable in advance in monthly
installments of $ 1725.00 for years 1 through 3, and
$22,770.00 per year payable in advance in monthly
installments of $1897.50 for years 4 and 5.
2. Lessee will have one 5 year option to renew the Lease at
the, then current, market rate rents, not to exceed $18.00
PSF for the first year of said option.
3. Lessor will, at Lessor's sole expense, build-out the
demised premise in accordance with the attached plan.
(Exhibit A), and in accordance with the Standard Tenant
Leasehold Allowances attached. (Exhibit B)
WITNESS WHEREOF, the said parties hereunto set their hands and seals this 26th
day of February, 1992.
/s/ BARRY STEINBERG /s/
_____________________________________ ______________________________________
LESSEE Manchester Equipment Company LESSOR E & S Realty Associates
Inc.
authorized signature
_____________________________________ ______________________________________
LESSEE LESSOR
_____________________________________
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EXHIBIT A
[BLUEPRINT]
PLAN -- MANCHESTER EQUIPMENT CO., INC.
FEBRUARY 7, 1992
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EXHIBIT B
STANDARD TENANT LEASEHOLD ALLOWANCE
Landlord shall perform the following work and installation in the demised
premises at Landlord's sole cost and expense (except as may expressly be
otherwise provided herein) in the initial preparation for Tenant's occupancy.
I. Partitions
Partitions within a single premises will be metal studs with one layer
of drywall on each side. Partitions will extend from the floor to the
underside of the acoustic tile ceiling. Demising partitions will be
insulated.
II. Doors
All doors within a single premises will be 7 foot by 3 foot, solid core
with natural birch veneer. Door frames will be pressed metal. Hardware
will include 1 1/2 pairs of butts, one standard duty latchset and one
door stop.
III. Ceilings
All ceilings will be mechanically suspended acousticaltile in a grid
system. Tiles shall be mineral fiber.
IV. Floor Coverings
Within demised premises, Tenants will select carpeting from Building
Standard samples.
V. Painting and Wall Coverings
All wall surfaces shall receive two coats of flat paint. Color
selection will be made from Building Standard samples with not more
than two colors per room.
IV. Lighting
Landlord will supply and install 2' x 4' recessed Parabolic fluorescent
lighting fixtures containing three, 40-watt rapid-start tubes at a
ratio of one fixture per 80 square feet of net rentable area, or as
otherwise required.
VII. Electric Outlets
One standard wall base duplex electrical outlet will be provided for
each 150 square feet of net usable area, or as otherwise required, as
noted on Exhibit A.