Exhibit 10.4
LEASE AGREEMENT
BETWEEN
STONERIDGE, INC.
AND
HUNTERS SQUARE INC.
1. Parties 1
2. Basic Lease Provisions And Definitions 1
3. Demise 3
4. Term 3
5. Minimum Rent 4
6. Security Deposit 4
7. Real Estate Taxes 4
8. Use 4
9. Tenant's Additional Agreements 5
10. Conduct Of Business 5
11. Signs 5
12. Property In The Premises 5
13. Trade Fixtures 6
14. Alterations 6
15. Liens 6
16. Common Areas 6
17. Utilities 7
18. Maintenance 7
19. Promotion And Advertising 8
20. Assignment And Subletting 8
21. Insurance 9
22. Fire Or Other Casualty 10
23. Eminent Domain 11
24. Subordination, Attornment And Mortgagee's Approval 11
25. Estoppel Certificate 12
26. Bankruptcy 12
27. Default 12
28. Surrender Of Premises 13
29. Holding Over 14
30. Access To Premises 14
31. Quiet Enjoyment 14
32. Waiver 14
33. Notices And Payments 14
34. Relationship Of Parties 15
35. Exoneration 15
36. Renewal Options 15
37. Delays 15
38. Signature Of Parties 16
39. Notary 16
OFFICE LEASE
THIS LEASE AGREEMENT (the "Lease") effective as of the date of the signature of
the last party to sign, by and between the following parties:
1. PARTIES
LANDLORD: HUNTERS SQUARE INC.
(the "Landlord")
whose address is:
Xxxx Xxxxxx Xxx 0000
Xxxxxx, Xxxx 00000
TENANT: STONERIDGE, INC.
(the "Tenant"),
whose address is:
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Until the Landlord advises the Tenant to the contrary, in writing, Xxxxx
Development Corporation shall be the exclusive Agent to act on behalf of the
Landlord under this Lease, with full power and authority.
2. BASIC LEASE PROVISIONS AND DEFINITIONS
The following are presented for the convenience of the parties and include a
summary of the basic provisions of this Lease. Each reference in this Lease to
one of the following provisions shall be construed to incorporate all of the
terms provided for under such provisions:
2.1 Building
Phase IV of Hunters Square located at 0000 Xxxx Xxxxxx Xxxxxx, xx xxx Xxxxxxxx
xx Xxxxxxx, Xxxxxx of Trumbull and State of Ohio, as shown on attached Exhibit
A. Landlord reserves the right to change the name of the Building, from time to
time.
2.2 Premises (Article 3)
The portion of the Building containing approximately 18,720 square feet (Floor
Area), plus additional lower area of 5,850 square feet and graphically
represented on attached Exhibit B, and excluding the exterior walls, roof,
storefront and land beneath the Premises which constitutes the entire Building.
2.3 Term (Article 4)
Ten (10) Lease Years beginning January 1, 2000, the "Commencement Date" and
ending December 31, 2009, the "Expiration Date", unless Landlord has not been
able to deliver the Premises to Tenant prior to the Commencement Date. In such
event, Commencement Date shall be deferred to the day after Landlord delivers
possession of the Premises and the expiration date shall be ten years later and
the Rent shall be adjusted accordingly. Landlord shall commence construction
with reasonable dispatch and due diligence with a view to achieving a January 1
Commencement Date. In any event, Landlord shall complete construction by June
1, 2000, at the latest. Landlord agrees to construct the Premises and Common
Areas (as hereinafter defined) in accordance with the floor plan and plan
specifications as described in the Addendum. The Term of this Lease includes all
extensions and renewals.
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2.4 Minimum Rent (Article 5)
YEARS 1 THROUGH 5
Three Hundred Thousand Nine Hundred Eighty Two and 00/100
Dollars ($300,982.00) per Lease Year, payable in advance
monthly installments of Twenty Five Thousand Eighty Two
and 00/100 Dollars ($25,082.00) each, subject to
adjustments as hereinafter provided. Monthly minimum rent: $25,082.00
YEARS 6 THROUGH 10
The Minimum Rent will increase fifteen percent (15%) or
the CPI Index whichever is lower.
2.5 Security Deposit (Article 6) (Waived)
2.6 Permitted Use (Article 8)
Only for the use of a general business office.
2.7 Tax Charge (Article 7)
Initial monthly payment: 1,843.00
2.8 CAM and Insurance Charge (Article 16 and 22.2)
Initial monthly payment: 2,765.00
2.9 Additional Rent
Means all other charges and payments owing to Landlord by
Tenant. 0.00
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2.10 Monthly Payment Total
Initial monthly total of items set forth above in 2.4,
2.7, 2.8, 2.9: $29,690.00
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2.11 Utility Commencement Date (Article 18): January 1, 2000 or upon occupancy,
whichever occurs first.
2.12 Price Index
The Price Index means the "All Items" portion of the "Consumer Price Index for
All Urban Consumers: U. S. City Average" (1982-84 = 100), as compiled by the
Bureau of Labor Statistics, United States Department of Labor. If the Price
Index should in the future be compiled on a different basis, appropriate
adjustments will be made for purposes of computations. If the United States
Department of Labor no longer compiles and publishes the Price Index, any
comparable index published by any other branch or department of the federal
government shall be used for the purpose of computing the CPI adjustments. If
no such index is compiled and published by any branch or department of the
federal government, the statistics reflecting cost of living changes, as
compiled by any institution, organization or individual, generally recognized as
an authority by financial and insurance institutions shall be used as a basis
for CPI adjustments.
2.13 CPI Increase Formula
means the Price Index applicable on the first day of the month of Execution Date
as the denominator and the index number for the first month of each Lease Year
or other period being adjusted as the numerator,
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multiply the resulting fraction by the payment being adjusted; in no case may
the product be less than the payment being adjusted.
2.14 Floor Area
means the area determined by measuring from the exterior faces of all outside
walls and the centerline of common walls.
2.15 Rent
means Minimum Rent, Renewal Rent, and Additional Rent.
2.16 Renewal Options (Article 36)
Two (2) option(s) of renewal for five (5) years each following the Expiration
Date.
2.17 Renewal Rental (Article 36)
The Minimum Rent for all renewal options will increase if the option is
exercised fifteen percent (15%) for each five year period after the original
term or the CPI Index whichever is lower.
2.18 Default Rate (Article 27.6)
Any payment to be made by Tenant to Landlord for Rent, if not paid, when due,
shall, in addition to other charges which may be imposed, bear interest at the
rate of eighteen per cent (18%) per annum from the due date until the date paid.
3. DEMISE
3.1 Landlord leases to Tenant, and Tenant rents from the Landlord the Premises.
This Lease is effective upon the Execution Date, but rent and other obligations
of the Tenant hereunder shall commence upon the Commencement Date.
4. TERM
4.1 Tenant shall have access to the Premises prior to the Commencement Date for
the purpose of completing its fixturing and stocking of opening inventory, so
long as the activities of Tenant do not unreasonably interfere with the work of
Landlord Under Article 3. The term shall begin on the Commencement Date and
continue until the Expiration Date, unless it is sooner terminated, as provided
in Article 23 or Article 27 or extended in accordance with the provisions of
Article 37.
4.2 Tenant shall use the Premises for the Permitted Use, and no other use or
purpose, during the Term.
4.3 Provided Tenant is not in default, Tenant has the option to terminate this
Lease after 7 years, 6 months (July 1, 2007) by giving notice no later than
December 31, 2006. If Tenant fails to give written notice by December 31, 2006,
the option to cancel will be null and void. Tenant agrees to pay one year's
complete minimum rent and common charges for July 1, 2007 through June 30, 2008.
Payment shall be on a monthly installment for the period July 1, 2007 through
June 30, 2008, in installments equal to the then Minimum Rent and common area
charges.
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5. MINIMUM RENT
5.1 Tenant shall pay to Landlord the Minimum Rent or Renewal Rent during any
Renewal Term on or before the first day of each calendar month during the Term.
Minimum Rent for the first month is due at the time of the Execution of the
Lease.
5.2 In the event any installment of Minimum Rent, Renewal Rent or Additional
Rent is overdue by ten (10) days or more, a "Late Charge" of Three Hundred
Dollars ($300.00) may be charged by Landlord for the purpose of defraying the
expense incident to handling such delinquent payment, together with interest at
the Default Rate.
5.3 No payment of Rent of a lesser amount than the correct amount then due
shall be deemed to be other than a payment on account. No endorsement or
statement on any check or other communication accompanying a check for payment
shall be deemed an accord and satisfaction. Landlord may accept all such
payments without any prejudice to the right of Landlord to recover the full
balance due and to pursue remedies under Article 27.
6. SECURITY DEPOSIT
6.1 Intentionally Omitted.
7. REAL ESTATE TAXES
7.1 Beginning with the Commencement Date, Tenant shall pay the Tax Charge as
its proportionate share of the "Real Estate Tax Expense" which shall include all
real estate taxes and assessments both general and special imposed by federal,
state or local governmental authority or any other taxing authority having
jurisdiction over the Building, against the land, Building and all other
improvements within the Building, together with any and all expenses incurred by
Landlord in negotiating, appealing or contesting such taxes and assessments.
Real Estate Tax Expense shall include the face amount of real estate taxes but
shall not include any additional charges or penalties incurred by Landlord due
to late payment of real estate taxes. Tenant's pro rata share shall be computed
by multiplying the total of such Real Estate Tax Expense by a fraction whose
numerator is the Floor Area of Tenant's Premises and whose denominator is the
number of square feet of Gross Leasable Area within that portion of the Building
included within the tax statement. Any dispute as to the areas used in
determining the Real Estate Tax Expense shall be resolved by certification of
Landlord's architect.
7.2 Landlord shall annually estimate and adjust Tenant's Tax Charge based on
charges in the amount of the Real Estate Tax Expense.
7.3 If this Lease terminates (other than by reason of Tenant's default) during
a tax year, Tenant's initial obligation for Real Estate Tax Expense for a
partial tax year shall be computed on a per diem basis.
8. USE
8.1 Tenant agrees that the Premises shall be used for the Permitted Use, and
ancillary and customary uses related thereto for no other purpose or use.
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9. TENANT'S ADDITIONAL AGREEMENTS
9.1 Affirmative Obligations. Tenant agrees at its own cost and expense to:
(a) keep and maintain in a safe, neat and clean condition all portions of the
Premises, (b) abide by and observe all reasonable rules and regulations
established by Landlord, from time to time, with respect to the operation of the
Building and its Common Areas; (c) pay, when due, all personal property taxes
assessed against Tenant's fixtures and furnishings, all taxes arising out of the
operation of Tenant's business, and pay for all license fees, occupational taxes
and other governmental charges assessed by reason of Tenant's use or occupancy
of the Premises.
9.2 Negative Obligations. Tenant agrees that it shall not, without first
obtaining Landlord's prior written consent, which shall not be unreasonably
witheld or delayed: (a) permit the Premises to be used in any way which will
injure the reputation of the same (or of the Building), (b) use, occupy, suffer
or permit any use of the Premises which would (i) violate any law, ordinance or
regulation, (ii) constitute a nuisance, or (iii) constitute an extra-hazardous
use, (c) place a load on any floor in the premises or within the interior of the
Building which exceeds the floor load per square foot which such floor was
designed to carry, or install, operate or maintain therein any heavy item of
equipment except in such manner as to achieve proper distribution of the weight;
(d) erect any radio or television aerial or other devise on the roof or exterior
walls of the Premises or the building in which the Premises are located, nor
penetrate the roof for any purpose.
10. CONDUCT OF BUSINESS
10.1 At all times Tenant shall conduct its business, if any, in a reputable
manner.
11. SIGNS
11.1 Tenant may, but shall not be obligated to, erect its exterior sign
subject to Landlord's prior written approval as to number, size, color, type,
content and location of such sign.
12. PROPERTY IN THE PREMISES
12.1 All leasehold or building improvements or additions, which when installed
or completed, are permanently attached to the Building, shall become and remain
the property of the Landlord. All store fixtures, trade equipment or trade
fixtures and signs (including signs erected outside the Premises) shall remain
the property of the Tenant.
12.2 Tenant agrees that all personal property of every kind or description
which may at any time be in the Premises shall be at the Tenant's sole risk, or
at the risk of those claiming under the Tenant. Landlord shall not be
responsible or liable to Tenant for any loss or damage that may be occasioned by
the acts or omissions of persons occupying any space adjacent to or adjoining
Tenant's Premises, or any part thereof. Landlord shall not be responsible or
liable to Tenant for any loss or damage resulting to Tenant or its property or
its business from roof leaks, water, gas, steam, fire, or the bursting, stoppage
or leaking water and/or sewer pipes, or from the heating or plumbing fixtures,
or from electric wires, or from gas or odors, or caused in any manner
whatsoever, provided that if any such event shall render the Premises
untenantable for a period in excess of seven (7) days, rent shall xxxxx until
occupancy is restored.
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13. TRADE FIXTURES
13.1 All trade fixtures and operating equipment installed by Tenant in the
Premises shall be kept in good working order and repair during the Term.
13.2 Tenant may, at the expiration of the Term, remove all the Tenant's trade
fixtures and operating equipment which can be removed without injury to, or
defacement of the Premises, provided all Rents are paid in full and Tenant is
not otherwise in default hereunder. Any and all damage to the Premises or to
the Building (resulting from or caused by such removal) shall be promptly
repaired at Tenant's expense.
14. ALTERATIONS
14.1 Tenant agrees not to make any alterations of or upon any part of the
Premises which affect the structure or the building systems except with the
prior written consent of the Landlord, which shall not be unreasonably withheld
or delayed. Tenant further agrees, in the event of making permitted
alterations, to indemnify and save harmless the Landlord from all expense,
liens, claims or damages to either persons, property, the Premises or the
Building, arising out of or resulting from the undertaking or making of
alterations.
14.2 All alterations made by Tenant shall consist of reasonable material
installed in a workmanlike manner by duly qualified (and licensed, when
applicable) workmen and artisans and in compliance with all applicable laws,
rules and regulations.
15. LIENS
15.1 No work which Landlord permits Tenant to do or which Tenant is obligated
to perform, whether in the nature of erection, construction, alteration or
repair, shall be deemed to be for the immediate use and benefit of Landlord so
that no mechanics' or other lien or encumbrance or charge shall be allowed
against the Building by reason of any consent given by Landlord to Tenant to
improve the Premises.
15.2 Prior to commencing any such work, Tenant shall prepare, execute and file
a Notice of Commencement if required by Law. In the event any mechanics' or
other lien at any time is filed against the Premises or the Building by reason
of work or materials performed or furnished, or alleged to be performed or
furnished, to Tenant or anyone holding the Premises through or under Tenant,
Tenant shall within 60 days thereafter cause the same to be discharged of record
by payment, deposit, bonding in an amount satisfactory to the Landlord, or by
order of court of competent jurisdiction. If Tenant shall fail to cause such
lien forthwith to be so discharged or bonded after being notified of the filing
thereof, then, in addition to any other right or remedy of Landlord, Landlord
may discharge the same by paying the amount claimed to be due or bonding or
deposit procedure, and the amount so paid by Landlord including reasonable
attorney's fees, with interest thereon at the Default Rate, and costs and
allowances, shall constitute Additional Rent payable and shall be paid by Tenant
to Landlord on demand.
16. COMMON AREAS
16.1 Landlord shall make available within and outside of the Building such
Common Areas as are described in Exhibit B. Common Areas means, but is not
limited to, any parking areas, driveways, service courts, access and egress
roads, sidewalks, opened and enclosed courts, landscaped and planted
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areas, fire corridors, meeting areas and public restrooms. Landlord shall
operate, manage, equip, light, repair and maintain the Common Areas for their
intended purposes in such manner as Landlord shall in its sole discretion, from
time to time, determine, and may, from time to time, change the size, location,
elevation, nature and/or use of any buildings, structures, booths therein or
thereon and move or remove the same, or to construct additional structures
within the Common Areas.
16.2 Tenant, its officers, (if any), employees, customers and invitees shall
have the non-exclusive right in common with Landlord and all others to whom
Landlord has or may hereafter grant rights, to use the Common Areas, subject to
such rules and regulations as Landlord may impose, from time to time. Landlord
may, at any time and from time to time, close any Common Area to make repairs or
changes or to prevent the acquisition of public rights in such area or to
discourage unauthorized parking.
16.3 Tenant agrees to pay to Landlord its proportionate share of all costs and
expenses (the "CAM Charge") incurred by Landlord in each Lease Year for (i) the
Common Areas, (ii) the roofs of the Building, and (iii) all other areas and
facilities adjoining or used in connection with the Building which include, but
are not limited to, operating, equipping, policing and protecting, providing
sanitation, sewers, trash removal, pest control, repair, maintenance and
replacement of sidewalks, signs, displays, directories, landscaping, vegetation,
pavement, parking lot, driveways, entrance ways and lighting fixtures, cleaning,
painting, striping, security control and fire protection, premiums for insurance
for property damage, liability and casualty insurance, full compensation and
benefits of personnel used to perform services. The initial monthly payment
shall be adjusted effective on the first day of the first month of the second
Lease Year and on the first day of the first month of each Lease Year thereafter
in accordance with the CPI Increase Formula.
17. UTILITIES
17.1 Not later than the Utility Commencement Date, Tenant shall subscribe for
all utilities in its own name. If Tenant does not, Landlord will charge Tenant
an administrative fee of 15% of each utility xxxx delivered to Landlord for
utility services furnished to Tenant and billed to Landlord. From the Utility
Commencement Date, Tenant agrees to pay for all utility services rendered or
furnished to the Premises including gas, water, electricity, sprinkler charges
assessed by any governmental authority, fire line charges, sewer rental, sewage
treatment facilities and the like, together with all taxes levied or other
charges on such utilities and governmental charges based on utility consumption,
standby utility capacity or potential utility use. Any such charges for
services supplied by Landlord, or charges for utilities which may be rebilled by
the Landlord, shall be due and payable within ten (10) days after xxxxxxxx are
rendered to Tenant. In no event shall Landlord be liable for the quality,
failure or interruption of such services to the Premises.
18. MAINTENANCE
18.1 Landlord agrees to keep and maintain (except as hereinafter set forth),
the roof and other exterior portions of the Building premises, the Common Areas
as determined in accordance with Section 16.1, and the plumbing, sewage and
utility lines outside the building in which the Premises are located; except
however, that Landlord shall not be responsible for the following: doors, door
closers and operators and windows; and damage caused by any act or negligence of
Tenant, its employees, agents, invitees, licensees or contractors. Other than
as herein provided, Landlord shall not be responsible to make any
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other improvements or repairs of any kind in or upon the Premises. Landlord will
repair any defects in Landlord's work described in the Addendum.
18.2 Tenant covenants and agrees to keep and maintain at its own cost and
expense in good order, condition and repair the Premises and every part thereof,
except as hereinabove provided, including, but without limitation, the exterior
and interior portions of all doors, door closers and operators, windows, plate
glass and showcases surrounding the Premises, all plumbing and sewage facilities
and electrical systems within the Premises, fixtures, heating, air-conditioning
and electrical equipment, utility lines under the floor of Tenant's Premises,
and interior walls, floors and ceilings, signs and all interior building
appliances and similar equipment. Tenant further agrees to replace any of said
equipment when necessary at its own cost and expense. Tenant agrees to be
responsible for any damage to the Premises or to the Building, or any part
thereof, including but not limited to the roof, exterior walls, loading dock
areas, landscaping, planted areas, parking lot, driveways, entrance ways and
signs caused by any act or negligence of Tenant, its employees, agents,
invitees, licensees or contractors.
18.3 Tenant, at its cost, shall change all air conditioning filters at least
two (2) times a year, and shall have the HVAC system professionally inspected
and generally serviced at least twice per year. Tenant shall furnish Landlord
with a copy of its service contract and copies of all service reports received
from the service contractor.
18.4 At all times Tenant will not use electrical current in excess of the
electrical distribution system, nor make any alterations or additions to
Tenant's electrical system without the prior written consent of Landlord. No
electrical equipment shall be placed in the Premises which overloads any
electrical lines. All changes in electrical lines shall only be made with prior
written consent of Landlord and using only qualified and licensed electricians.
The Electrical System shall be installed consistent with the specifications of
Tenant.
19. PROMOTION AND ADVERTISING
19.1 Intentionally Omitted.
20. ASSIGNMENT AND SUBLETTING
20.1 Tenant agrees not to assign this Lease or to sublet the whole or any part
of the Premises, without the prior written consent of the Landlord which shall
not be unreasonably withheld or delayed. Any assignment or subletting, shall
not relieve Tenant from liability for payment of Rent or for the obligation to
keep and be bound by the provisions, conditions and covenants of this Lease,
unless this Lease may be amended by agreement between such assignee or subtenant
and Landlord, which shall occur if any assignee shall be of materially
comparable economic strength as Tenant. If any assignment or subletting, even
with the consent of Landlord, results in Rent in an amount greater than that
provided for in this Lease, then such excess shall belong to the Landlord and
shall be payable to Landlord as Additional Rent. In the event any assignment or
subletting not releasing Tenant, the acceptance of rent from any other person
shall not be deemed to be a waiver of any of the provisions of this Lease or to
be a consent to the assignment of this Lease or subletting of the Premises.
20.2 An assignment for the benefit of creditors or by operation of law shall
not be effective to transfer any rights to assignees without the prior written
consent of the Landlord.
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20.3 If Tenant, for any reason, requests the Landlord to find a substitute
occupant for the Premises or submits to Landlord a request for approval of an
assignment or subletting by Tenant, Tenant shall pay to Landlord Landlord's
administrative costs, overhead and fees of counsel in connection with any such
request, but not less than a minimum of Two Hundred Fifty and 00/100 Dollars
($250.00).
21. INSURANCE
21.1 Tenant agrees to provide on or before the date of possession of the
Premises and to keep in force during the Term: (1) comprehensive general
liability insurance for the mutual benefit of Landlord and Tenant relating to
the Premises and its appurtenances in an amount of not less than Two Million
($2,000,000) Dollars per occurrence, which shall name Landlord as an additional
insured; (2) fire and extended coverage, vandalism, malicious mischief and
special extended coverage insurance in an amount adequate to cover the cost of
replacement of all leasehold or building improvements in the Premises which were
originally constructed or provided by or on behalf of Tenant as well as the cost
of replacement of all fixtures, equipment, decorations, contents and personal
property therein; and (3) plate glass insurance with respect to all plate and
other glass in the Premises. Tenant agrees to deliver to Landlord at least
fifteen (15) days prior to the time such insurance is first required to be
carried by Tenant, and thereafter at least fifteen (15) days prior to the
expiration of any such policy, either a duplicate original or a certificate and
true copy of all policies procured by Tenant in compliance with its obligations
hereunder, together with evidence of payment therefore, the ("Insurance").
21.2 The Insurance shall be written by one or more responsible insurance
companies authorized to sell casualty insurance in the State reasonably
satisfactory to Landlord and shall contain endorsements that : (1) such
insurance may not be canceled or amended with respect to Landlord (or its
designee(s)), except upon ten (10) days written notice by registered mail to
Landlord (and such designee(s)), by the insurance company; and (2) Tenant shall
be solely responsible for payment of premiums for the Insurance. In the event
Tenant fails to furnish the Insurance, the Landlord may obtain the Insurance and
the premiums shall be paid by Tenant to the Landlord upon demand.
21.3 Tenant will indemnify, save harmless, and defend Landlord from and against
any and all claims and demands in connection with any accident, injury or damage
whatsoever caused to any person on property arising directly or indirectly out
of the Tenant's initial construction, alteration, renovation, remodeling and/or
fixturing of the Premises (whether or not occurring prior to the Commencement
Date), or out of the business conducted in the Premises or occurring in, on or
about the Premises or any part thereof, or arising directly or indirectly from
any act or omission of Tenant or any of its contractors, subcontractors or
concessionaires or subtenants or their respective licensees, servants, agents,
employees, contractors or subcontractors, and from and against any and all
costs, expenses and liability incurred in connection with any such claim or
proceeding brought thereon. Landlord will indemnify, save harmless, and defend
Tenant from and against any and all claims and demands in connection with any
accident, injury or damage whatsoever caused to any person on property arising
directly or indirectly out of the Landlord's initial construction, alteration,
renovation, remodeling and/or fixturing of the Premises (whether or not
occurring prior to the Commencement Date), or out of the business conducted in
the Premises or occurring in, on or about the Premises or any part thereof, or
arising directly or indirectly from any act or omission of Landlord or any of
its contractors, subcontractors or concessionaires or subtenants or their
respective licensees, servants, agents, employees, contractors or
subcontractors, and from and against any and all costs, expenses and liability
incurred in connection with any such claim or proceeding brought thereon.
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21.4 Each insurance policy carried by Landlord or Tenant and insuring all or
any part of the Building, the Premises, including improvements, alterations and
changes in and to the Premises made by either of them and Tenant's trade
fixtures and contents therein, shall be written in a manner to provide that the
insurance company waives all right of recovery by way of subrogation against
Landlord or Tenant, as the case may be, in connection with any loss or damage to
the Premises, property or businesses, building and contents caused by any of the
perils covered by fire and extended coverage, and business interruption
insurance, or for which either party may be reimbursed as a result of insurance
coverage affecting any loss suffered by it. So long as the policy or policies
involved can be so written and maintained in effect, neither Landlord, nor
Tenant, shall be liable to the other for any such loss or damage, provided,
however, that the foregoing waivers of liability given by Landlord and Tenant to
each other shall apply only to the extent of any recovery made by the parties
under any policy of insurance now or hereafter issued.
21.5 Landlord agrees to maintain and include the premiums thereon as part of
the CAM Charge: (1) comprehensive general liability insurance relating to the
Building and its Common Areas on an occurrence basis in the minimum amount of
Two Million ($2,000,000.00) Dollars; (2) fire and extended coverage, vandalism,
malicious mischief and special extended coverage insurance to the extent of the
replacement value of the buildings and improvements originally constructed by
Landlord.
22. FIRE OR OTHER CASUALTY
22.1 If the Premises (or any part thereof) are damaged or destroyed by any
insured casualty, Landlord shall, except as otherwise provided herein, and to
the extent it recovers proceeds from such insurance, repair and/or rebuild the
same with reasonable diligence. Landlord's obligation hereunder shall be
limited to the building and improvements originally provided by Landlord at the
Commencement Date of the Term. Landlord shall not be obligated to repair,
rebuild or replace any property belonging to Tenant or any improvements to the
Premises furnished by Tenant. If there should be a substantial interference
with the operation of Tenant's business in the Premises as a result of such
damage or destruction which requires Tenant to temporarily close its business to
the public, the Minimum Rent shall xxxxx. Unless this Lease is terminated by
Landlord or Tenant as herein provided, Tenant shall, at its cost and expense,
repair, restore, redecorate and refixture the Premises and restock the contents
thereof in a manner and to at least a condition equal to that existing prior to
such damage or destruction, except for the building and improvements to be
reconstructed by Landlord as above set forth, and the proceeds of all insurance
carried by Tenant on the property, decorations and improvements as well as
fixtures and contents in the Premises shall be held in trust by Tenant for such
purposes. Tenant agrees to commence such work within ten (10) days after the
date of such damage or destruction or the date Landlord completes any
reconstruction required to be completed by it pursuant to the above, whichever
date is later, and Tenant shall diligently pursue such work to its completion.
22.2 Notwithstanding anything to the contrary contained in the preceding
subsection 22.1 or elsewhere in this Lease, Landlord or Tenant at their
respective options, may terminate this Lease on thirty (30) days notice to the
other party, given within ninety (90) days after the occurrence of any damage or
destruction if: (1) the Premises are damaged or destroyed as a result of a risk
which is not covered by Landlord's insurance, or (2) the Premises are damaged
and the cost to repair the same shall be more than fifty (50%) percent of the
cost of replacement thereof, or (3) the Premises are damaged during the last
three (3) years of the term, or (4) the building of which the Premises is a part
is damaged to the extend of fifty (50%) percent or more of the then monetary
value thereof (whether the Premises are damaged or not) or (5) if any or all of
the buildings or Common Areas of the Building are damaged (whether or not the
Premises are damaged) to such an extent that, in the sole judgment of Landlord,
the Building cannot be operated as an integral unit.
Page 10
23. EMINENT DOMAIN
23.1 If the whole or any part of the Premises is taken by any public or quasi-
public authority under the power of eminent domain, condemnation or
expropriation or in the event of a conveyance in lieu thereof, then this Lease
shall terminate on the date when Tenant is required to yield possession thereof.
23.2 If more than twenty (20%) percent of (a) the Floor Area of the Building or
(b) the Common Areas, shall be taken or conveyed under Section 23.1, Landlord
shall have the right, at its option, to be exercised by notice in writing
delivered to Tenant, to terminate this Lease effective, at the option of
Landlord, either upon the date title vests in the condemning authority, or upon
the date Landlord is required to deliver possession of the part taken or
conveyed.
23.3 In the event of a taking under the power of eminent domain of the
Premises, Common Areas, or any other portion of the Building, whether whole or
partial, all compensation awarded for such taking of the fee and leasehold
estate, or consideration paid for a conveyance in lieu of condemnation, as
damages or otherwise, shall belong to and be the property of Landlord, except
that Tenant shall be entitled to recover from the condemning authority, but not
from Landlord, such amounts as may be separately awarded to Tenant for the value
of its leasehold estate and for removal expenses, business dislocation damages
and moving expenses.
24. SUBORDINATION, ATTORNMENT AND MORTGAGEE'S APPROVAL
24.1 The Landlord reserves the right to subordinate this Lease at all times to
the lien of any mortgage or mortgages now or hereafter placed upon the
Landlord's interest in the Premises and on the land and buildings of the
Building (the holder of any such mortgage hereinafter referred to as
"Mortgagee"), and to any and all advances to be made under such mortgages, and
all renewals, modifications, extensions, consolidations and replacements thereof
provided that the Mortgagee shall grant nondisturbance assurances satisfactory
to Tenant.
24.2 Tenant agrees to execute and deliver, upon demand, such further instrument
or instruments subordinating this Lease on the foregoing basis to the lien of
any such mortgage or mortgages as shall be reasonably desired by the Landlord
and any Mortgagees or proposed Mortgagees provided that the Mortgagee shall
grant nondisturbance assurances satisfactory to Tenant.
24.3 Tenant shall, in the event of the sale or assignment of Landlord's
interest in the Building, or in the event of any proceedings brought for the
foreclosure of, or in the event of the exercise of the power of sale under any
mortgage covering the Building, attorn to and recognize such purchase or
Mortgagee as Landlord under this Lease, and in any such events, Landlord named
herein shall not thereafter be liable on this Lease.
24.4 If any Mortgagee shall have given prior written notice to Tenant that it
is a holder of a mortgage as described in Section 24.1 and such notice includes
the address to which notices to such Mortgagee are to be sent, then Tenant
agrees to give to such Mortgagee notice simultaneously with any notice given to
Landlord to correct any default of Landlord as hereinabove provided and agrees
that the Mortgagee shall have the right, within sixty (60) days after receipt of
said notice, to correct or remedy such default before Tenant may take any action
under this Lease by reason of such default except when there is an emergency in
which event the remedy shall adequately address the situation then obtaining.
Page 11
25. ESTOPPEL CERTIFICATE
25.1 At any reasonable time, and from time to time, upon the written request of
Landlord or any Mortgagee, Tenant, within ten (10) days of the date of such
written request, agrees to execute and deliver to Landlord and/or such
Mortgagee, a written statement: (a) ratifying this Lease if there has been no
default by Landlord; (b) confirming the Commencement and expiration dates of the
Term; (c) certifying that Tenant is in occupancy of the Premises and that this
Lease is in full force and effect and has not been modified, assigned,
supplemented or amended, except by such writings as shall be stated; (d)
certifying that all conditions and agreements under this Lease to be satisfied
and performed have been satisfied and performed, except as shall be stated; (e)
certifying that Landlord is not in default under this Lease and there are no
defenses or offsets against the enforcement of this Lease by Landlord, or
stating the defaults and/or defenses claimed by Tenant; (f) reciting the amount
of advance rental, if any, paid by Tenant and the date to which rental has been
paid; (g) reciting the amount of security deposited with Landlord, if any; and
(h) any other information which Landlord or the Mortgagee shall reasonably
require.
26. BANKRUPTCY
26.1 This is a Lease of real property in a Building within the meaning of
Subsection 365 (b) (3) of the Bankruptcy Code, 11 U. S. C., Section 101 et. seq.
--------
("Bankruptcy Code").
26.2 Tenant agrees that if, at any time, Tenant becomes a debtor under the
Bankruptcy Code or is adjudged bankrupt or insolvent under the laws of any
state, or makes a general assignment for the benefit of creditors, or if a
receiver of Tenant's property in the Premises is appointed and shall not be
discharged within thirty (30) days of such appointment, then Landlord may, at
its option, declare this Lease terminated and shall forthwith be entitled to
immediate possession of the Premises except that if any such proceedings are
pursuant to the Bankruptcy Code, then Landlord shall be entitled to all the
rights and remedies accorded landlords, including without limitation those set
forth in said Bankruptcy Code.
26.3 If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code to the extent provided in Article 20, any and
all monies or other considerations payable or otherwise to be delivered in
connection with such assignment, shall be paid or delivered to Landlord, shall
be and remain the exclusive property of Landlord, and shall not constitute
property of Tenant or of the estate of Tenant within the meaning of the
Bankruptcy Code. Any and all monies or other considerations constituting
Landlord's property under the preceding sentence not paid or delivered to
Landlord shall be held in trust for the benefit of Landlord and be promptly paid
or delivered to Landlord. Any person or entity to which this Lease is assigned
pursuant to the provisions of the Bankruptcy Code shall be deemed without
further act or deed to have assumed all of the obligations arising under this
Lease on and after the date of such assignment. Any such assignee shall, upon
demand, execute and deliver to Landlord an instrument confirming such
assignment.
27. DEFAULT
27.1 All rights and remedies of Landlord shall be cumulative, and none shall
exclude any other rights or remedies allowed by law or in equity. The
occurrence of any of the following shall constitute a default and breach of this
Lease by Tenant:
27.2 If Tenant shall fail, neglect or refuse to pay any installment of Rent at
the time and in the amount required, or to pay any other monies agreed by it to
be paid promptly when and as the same shall become due and payable, and if any
such default should continue for a period of more than ten (10) days; or if
Page 12
27.3 Or shall fail, neglect or refuse to keep and perform any of the other
covenants, conditions, stipulations or agreements herein contained, and in the
event any such default shall continue for a period of more than ten (10) days
after notice thereof is given in writing to Tenant by Landlord (provided,
however, that if the cause for giving such notice involves the making of repairs
or other matters reasonably requiring a longer period of time than the period of
such notice, Tenant shall be deemed to have complied with such notice so long as
it has commenced to comply with said notice within the period set forth in the
notice and is diligently prosecuting compliance of said notice).
27.4 In the event of any such default or breach of this Lease by Tenant,
Landlord shall have the right and option to declare the entire Minimum Rent or
Renewal Rent due and CAM Charges for the balance of the term hereof immediately
due and payable by Tenant, and shall have any or all of the remedies hereinafter
set forth, and further, in the event of such default or breach of this Lease by
Tenant, the Tenant does hereby authorize and fully empower Landlord to cancel or
annul this Lease at once and reenter and remove all persons and their property,
and such property may be stored in a public warehouse or elsewhere at the cost
of the Tenant, all without service of notice or resort to legal process and
without being deemed guilty of any manner of trespass and without prejudice to
any remedies which might otherwise be used by Landlord.
27.5 Any payment required to be made by Tenant under the provisions of this
Lease not made by Tenant when due shall be deemed to be due and payable by
Tenant to Landlord on demand with interest thereon from the date when the
particular amount became due to the date of payment thereof to Landlord. The
interest shall be at the rate of eighteen (18%) per annum from the due date
until the date paid, the "Default Rate".
27.6 The Landlord may, however, at any time after such default or violation of
conditions or covenants, reenter and take possession of the Premises and remove
all of Tenant's property without such re-entry working a forfeiture of the Rent
to be paid and the agreements and conditions to be kept and performed by Tenant
for the full Term. In such event, Landlord shall have the right, but not the
obligation, to divide or subdivide the Premises in any manner Landlord may
determine and to lease or let the same or portions thereof for such periods of
time and at such rentals and for such use and upon such covenants and conditions
as Landlord may elect, applying the net rentals from such letting first to the
payment of Landlord's expenses incurred in dispossessing Tenant and the cost and
expense of making such improvements, alterations and repairs in the Premises as
may be necessary in order to enable Landlord to relet the same, and to the
payment of any brokerage commissions or other necessary expenses of Landlord in
connection with such reletting. The balance, if any, shall be applied by
Landlord from time to time on account of the payments due or payable by Tenant
hereunder with the right reserved to Landlord to bring such action or
proceedings for the recovery of any deficits remaining unpaid as Landlord may
deem favorable from time to time without obligation to await the end of the term
hereof for the final determination of Tenant's account.
28. SURRENDER OF PREMISES
28.1 Tenant agrees to vacate, remove from and surrender the possession of the
Premises to Landlord upon the expiration of the Term, without any specific
notice to vacate, and upon any earlier termination of this Lease, as herein
provided, in as good condition and repair as the same shall be at the
commencement of Term or may have been put by the Landlord during the continuance
thereof, ordinary wear and tear excepted. Tenant agrees to give to Landlord
written notice of its intention to terminate its tenancy, if known, and its
possession rights under this Lease at the expiration of the Term, such notice to
be given at least four (4) months prior to the Expiration Date.
Page 13
29. HOLDING OVER
29.1 In the event Tenant remains in possession of all or any part of the
Premises (or fails to deliver the keys to Landlord as required by Article 28
and/or execute the Premises Vacation Report) after the expiration of the Term,
Tenant shall be deemed to be occupying the Premises as a tenant from month to
month at a monthly rental equal to one hundred and fifty (150) percent of the
amount otherwise due the sum of (i) the monthly installment of Minimum Rent or
Renewal Rent payable during the last month of the Term, and (ii) one-twelfth
(1/12th) of all items of additional rent or other charges payable or paid during
the last Lease Year. Such continued occupancy shall not defeat Landlord's
rights to regain possession of the Premises.
30. ACCESS TO PREMISES
30.1 Tenant agrees to permit the Landlord or its agents to inspect or examine
the Premises at any reasonable time, and to permit the Landlord to make such
repairs or improvements to the building of which the Premises are a part that
the Landlord may reasonably deem desirable or necessary for its preservation and
which the Tenant has not covenanted herein to do or has failed to do. In the
event of an emergency, Landlord shall have the right to enter the Premises
without Tenant's permission, but shall immediately notify Tenant.
31. QUIET ENJOYMENT
31.1 Landlord agrees that if the Tenant shall comply with all of the
provisions to be performed on the Tenant's part, the Tenant shall, at all times
during the Term, have the peaceable and quiet enjoyment and possession of the
Premises without any manner of hindrance from any person whomsoever.
32. WAIVER
32.1 No waiver of any of the provisions or of the breach of any provision of
this Lease shall be taken to constitute a waiver of any subsequent breach of
such provision, nor to justify or authorize the nonobservance on any other
occasion of the same or any other provision; nor shall the acceptance of Rent by
the Landlord at any time when the Tenant is in default under any provision be
construed as a waiver of such default or of the Landlord's right to terminate
this Lease on account of such default; nor shall any waiver or indulgence
granted by either party to the other be taken as an estoppel against the
granting party.
33. NOTICES AND PAYMENTS
33.1 Any xxxx, statement, notice, communication or payment which Landlord or
Tenant may desire to be required to give to the other party shall be in writing
and shall be sent to the other party by registered or certified mail to the
address specified in Article 1 or to such other address as either party shall
have designated to the other by like notice, and the time of the rendition of
such shall be when same is deposited in an official United States Post Office,
postage prepaid.
33.2 All payments required under this Lease are to be paid in legal tender and
lawful money of the United States or the equivalent, at Landlord's above
specified address.
Page 14
34. RELATIONSHIP OF PARTIES
34.1 Nothing contained in this Lease shall be deemed or construed by the
parties hereto or by any third party to create the relationship of principal and
agent or of partnership or of joint venture or of any association whatsoever
between Landlord and Tenant.
35. EXONERATION
35.1 The Landlord, or any successor in interest, including an individual, joint
venture, tenancy in common, firm, partnership, general or limited, or
corporation shall not be subject to personal liability or on the members of such
joint venture, tenancy in common, firm, partnership, or corporation in respect
to any of the provisions of this Lease. The Tenant shall look solely to the
equity of the Landlord in the Building and the rents, issues and profits derived
therefrom for the satisfaction of the remedies of the Tenant in the event of a
breach by the Landlord.
36. RENEWAL OPTIONS
36.1 If Tenant is not in default and is in full operation during the entire
final year of the Term, Tenant, at its option, shall be entitled to renew this
Lease for two (2) additional term(s) of five (5) year(s) (each) by giving a
written notice of its intention to do so to the Landlord not less than one (1)
year prior to the Expiration Date, or one (1) year before the end of the next
prior renewal period, if it has been exercised. Said renewals(s) shall be upon
all the terms and provisions of this Lease, except that the Minimum Rent in
effect for the last year of the Term shall be adjusted to fifteen (15%) increase
or CPI whichever is lower, provided, however, that in no event shall the rent
exceed the fair market rental for the premises.
36.2 This Lease shall be governed by and construed in accordance with the
applicable laws of the state where the Premises are located. If any provision
of this Lease is capable of two interpretations, one of which would render the
provision void and the other of which would render the provision valid, then the
provision shall have the meaning which shall render it valid. If any provision
of this Lease, or the application thereof to any person or circumstances shall
to any extent be invalid or unenforceable, the remainder of this Lease or the
application of such provision to persons or circumstances other than those as to
which it is held invalid or unenforceable shall not be affected thereby, and
each provision of this Lease shall be valid and be enforceable to the fullest
extent permitted by law.
37. DELAYS
37.1 If Landlord or Tenant is delayed or prevented from performing any
provision during the Term because of strikes, lockouts, labor troubles,
inability to procure materials, failure of power, governmental restrictions or
reasons of a like nature not the fault of the party delayed, then the period of
delay shall be deemed added to the time of performance and the delayed party
shall not be liable for losses or damages caused by the delay. After the
Commencement Date, this Article shall not apply to any payments due to Landlord
by Tenant.
Page 15
38. SIGNATURE OF PARTIES
IN WITNESS WHEREOF, the Landlord and Tenant have caused this Lease to be signed
as of the date of signature of the last party to sign.
Signed in the presence of: LANDLORD: HUNTERS SQUARE INC.
/s/ XXXXXX X. XXXXX By: /s/ XXXXXX X. XXXXX
----------------------------- ------------------------
Xxxxxx X. Xxxxx, Treasurer
/s/ XXXXXXX XXXXX Date: 3/19/99
----------------------------- ------------------------
(As to Landlord)
TENANT: STONERIDGE, INC.
/s/ XXXXXXX X. XXXX By: /s/ XXXXX X. XXXXXX
----------------------------- -------------------------
Xxxxx X. Xxxxxx, Vice President
Date: 3/9/99
------------------------
/s/ XXXXX XXXXXXX
-----------------------------------
(As to Tenant)
39. NOTARY
STATE OF OHIO
COUNTY OF TRUMBULL
Personally appeared before me, a Notary Public in and for said County and State,
the above named /s/ XXXXXX X. XXXXX who acknowledged that HE did sign the
------------------- --
fore-going instrument and that the same is HIS free act and deed.
---
IN WITNESS WHEREOF, I have hereunto set my hand and official seal at WARREN,
-------
OHIO this 19th of MARCH 1999.
---- ---- ----- --
/s/ XXXXXX X. XXXXX
---------------------
Notary Public
STATE OF OHIO
COUNTY OF TRUMBULL
Personally appeared before me, the undersigned, a Notary Public in and for said
County and State,
/s/ XXXXX X. XXXXXX and ____________________ known to me to be the VICE
------------------- ----
President and __________________________________ Secretary, respectively,
of STONERIDGE, INC. the corporation which executed the foregoing document,
----------------
who acknowledged that they did sign and seal the
Page 16
foregoing document for and on behalf of said corporation, being there-unto duly
authorized by its Board of Directors; that the same is their free act and deed
as such officers and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at WARREN,
-------
OHIO this date of MARCH 19, 1999.
---- --------- --
/s/ XXXXXX X. XXXXX
--------------------
Notary Public
STATE OF OHIO
COUNTY OF TRUMBULL
Personally appeared before me, a Notary Public in and for said County and State,
the above named _____________ who acknowledged that _______ did sign the
foregoing instrument and that the same is _______ free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal at
__________this ________ day of _________________________19______.
_____________________________________
Notary Public
Page 17
