EXHIBIT 10.24
AMENDMENT TO LEASE AGREEMENT
THIS AMENDMENT TO LEASE AGREEMENT (this "Agreement") is made and entered
into on this 13th day of March, 1997, by and between XXXX PROPERTIES, INC.
("Xxxx Properties"), and TECH HEATING AND AIR CONDITIONING, INC. ("Lessee").
W I T N E S S E T H:
WHEREAS, Xxxx Properties and Lessee intended to enter into that certain
Lease dated April 2, 1995 (the "Lease"), covering approximately 10,850 square
feet of space (the "Leased Premises") located at 00000 Xxxxx Xxxxxxxxxx Xxxxxxx,
Xxxxx, Xxxx.
WHEREAS, Xxxx Properties and Lessee desire to correct, amend and modify
the Lease as more particularly provided herein;
NOW, THEREFORE, in consideration of the premises, the mutual promises
herein contained and other good and valuable consideration, the receipt and
sufficiency of all of which is hereby acknowledged and confessed, Xxxx
Properties and Lessee hereby agree as follows:
1. Xxxx Properties and Lessee acknowledge and agree that the Lease
contains an error in the first paragraph of the Lease where reference is made to
Tech Heating and Air Conditioning, Inc., at 00000 Xxxxx Xxxxxxxxxx Xxxxxxx, in
Solon, Ohio, as the "Lessor" under the Lease.
2. WHEREAS, Xxxx Properties and Lessee acknowledge and agree that it was
the intent of both Xxxx Properties and Lessee at the time the Lease was executed
that the "Lessor" under the Lease was to be Xxxx Properties.
3. Xxxx Properties and Lessee acknowledge and agree that for all
purposes under the Lease all references to Lessor shall mean Xxxx Properties,
and the purpose of this Amendment is to correct the incorrect, inadvertent
reference that appears in the Lease where reference is made to Tech Heating and
Air Conditioning, Inc. as "Lessor" and correct all references to "Lessor" to
refer to Xxxx Properties.
4. Xxxx Properties and Lessee agree that the corrections made pursuant
to this Amendment shall relate back to the date the Lease was executed and any
rights and/or obligations of "Lessor" under the Lease shall be interpreted to
refer to the rights and obligations of Xxxx Properties commencing on the date
the Lease was originally executed.
In the event of any conflict in the terms, provisions, or conditions of
the Lease and this Amendment, the provisions of this Amendment shall prevail.
IN WITNESS WHEREOF, this Amendment has been executed as of the date
first set forth above.
LESSOR:
XXXX PROPERTIES, INC.
/s/ XXX XXXX
Xxx Xxxx
Title: President
LESSEE:
TECH HEATING AND AIR CONDITIONING,
INC.
/s/ XXX XXXX
Xxx Xxxx
Title: President
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THE STATE OF OHIO SS.
SS.
COUNTY OF CUYAHOGA SS.
The foregoing instrument was acknowledged before me, a Notary Public, on
this 13TH day of MARCH, 1997 by Xxx Xxxx, as PRESIDENT of XXXX PROPERTIES, INC.
(SEAL)
/s/ XXXXX X. XXXXXX
Notary Public in and for
The State of Ohio
Print Name: XXXXX X. XXXXXX
Commission Expires: 9/27/2000
THE STATE OF OHIO SS.
SS.
COUNTY OF CUYAHOGA SS.
The foregoing instrument was acknowledged before me, a Notary Public, on
this 13TH day of MARCH , 1997 by Xxx Xxxx, as PRESIDENT of TECH HEATING AND AIR
CONDITIONING, INC.
(SEAL)
/s/ XXXXX XXXXXX
Notary Public in and for
The State of Ohio
Print Name: XXXXX X. XXXXXX
Commission Expires: 9/27/2000
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TABLE OF CONTENTS
PAGE
1. TERM-POSSESSION........................................................1
2. RENT...................................................................1
3. ESCALATION RENTS.......................................................2
4. LESSOR'S WORK OBLIGATIONS..............................................2
5. USE....................................................................2
6. UTILITIES..............................................................3
7. INTERRUPTION OF UTILITIES AND SERVICES.................................3
8. OPERATING EXPENSES.....................................................3
9. REPAIR AND MAINTENANCE OF PREMISES BY LESSEE...........................4
10. MECHANIC'S LIEN........................................................4
11. RIGHTS RESERVED BY LESSOR..............................................4
12. LOSS OR DAMAGE TO PROPERTY.............................................5
13. INDEMNIFICATION AND INSURANCE..........................................5
14. DAMAGE AND DESTRUCTION.................................................6
15. SUBORDINATION..........................................................7
16. ASSIGNMENT AND SUBLETTING..............................................7
17. HOLDING OVER...........................................................7
18. SURRENDER AT END OF TERM...............................................8
19. LESSOR'S REMEDIES UPON DEFAULT.........................................8
20. NOTICES...............................................................10
21. NO WAIVER.............................................................10
22. BROKER................................................................11
23. TRANSFER OF LESSOR'S INTERESTS; LIABILITY OF LESSOR...................11
24. SECURITY DEPOSIT......................................................11
25. OWNERSHIP OR ALTERATION...............................................12
26. MISCELLANEOUS.........................................................12
27. RULES AND REGULATIONS.................................................12
28. AUTHORITY TO EXECUTE LEASE............................................13
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TECH HEATING AND AIR CONDITIONING, INC.
MAIN BUILDING
I. 5,750 sq. ft. of finished conditioned office space at $10.14 per sq.
ft.
II. 5,140 sq. ft. of heated warehouse space at $500 per sq. ft.
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LEASE AGREEMENT
THIS LEASE, made this APRIL 2, 1995, between Tech Heating and Air
Conditioning, Inc., at 00000 Xxxxx Xxxxxxxxxx Xxxxxxx, in Solon, Ohio,
hereinafter called "Lessor," Tech Heating and Air Conditioning, Inc. hereinafter
collectively called "Lessee."
WITNESSETH
Lessor leases to Lessee and Lessee rents from Lessor approximately 10,850 square
feet of space (the "Premises"), in the warehouse building located at 00000 Xxxxx
Xxxxxxxxxx Xxxxxxx, in Solon, Ohio (the "Building") together with the
non-exclusive right to use a pro-rata share of the parking spaces, upon the
terms and provisions set forth in this lease.
1. TERM-POSSESSION
(a) The term of this lease shall be 60 months, commencing on APRIL 2,
1995 (the "Commencement Date ") and ending on APRIL 2, 2000.
2. RENT
(a) Lessee covenants and agrees to pay to Lessor the Base Rent,
Escalation Payments and additional rents and charges set forth in
this Lease sometimes collectively hereinafter referred to as
("Rent") without demand, deduction or set-off at the address of
Lessor set forth above or such other place as Lessor may designate
in writing.
(b) As Base Rent for the Premises, Lessee shall pay Lessor the sum of
EIGHTY FOUR THOUSAND DOLLARS ($84, 000.00), annually during the
initial term of this lease, payable in equal monthly installments of
SEVEN THOUSAND DOLLARS ($ 7,000.00) each in advance on the day of
each and every calendar month. Rent payable for any period less than
a calendar month shall be pro-rated on a daily basis.
(c) In addition to Base Rent, Lessee shall pay to Lessor as additional
rent the Escalation Payments in accordance with the provisions of
Section 3 hereof.
(d) All overdue installments of rent, 15 day past the 1st of the month
shall bear interest from the date such installments is due at the
rate of one and one-half percent (1 1/2%) per month until paid.
Annual percentage rate is eighteen percent (18%).
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3. ESCALATION RENTS
(a) Lessee shall pay Lessor, as additional rent, for each lease year
commencing with the sixth (6th) lease year an amount equal to four
percent (4%) in excess of the total rent payable during the prior
average lease year.
(b) "Lease Year" shall mean each period of twelve (12) consecutive
months beginning on the first (lst) day of June of each year, during
the term of this lease.
(c) Such additional rent for every lease year which follows the second
lease year shall be billed and paid as follows:
1. Prior to the beginning of any such lease year, Lessor shall
deliver to Lessee a statement showing the aggregate amount of
such additional rent that will be payable to the then current
lease year. Lessee shall pay Lessor such sum in equal monthly
installments on the first day of each and every month during
such lease year.
2. If a statement mentioned in Section (c) (1) shall not have
been delivered until the lapse of one or more months of this
lease year, for which such payments are to be made, Lessee
shall make equal monthly payments of any such increase over
the balance of the then current lease year.
(d) The escalation rent shall be four percent (4%) of the gross rental
(base rent and escalation rent) payable during the previous lease
year and shall be cumulative.
4. LESSOR'S WORK OBLIGATIONS
(a) No representation respecting the condition of the Premises or the
Building has been made by Lessor to Lessee unless expressly
contained herein and none shall be implied in law.
5. USE
(a) Tech Heating and Air Conditioning, Inc. shall use and occupy the
Premises for office and warehouse space.
(b) Lessee shall not use or permit the Premises to be used for any
unlawful business or purpose. Lessee at its sole cost and expense
shall comply with all laws, orders and regulations of Federal,
State, county and municipal authorities and with any
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directions of any public officer which shall impose any liability,
order or duty upon Lessor or Lessee with respect to Lessee's use or
occupancy of the Premises.
6. UTILITIES
(a) Lessee shall pay for all utilities serving or used in connection
with Lessee's occupancy of the Premises, including, without
limitation, electricity, gas, water and telephone. Lessee's use of
any such services shall never exceed the capacity of the mains,
feeders, ducts, and conduits bringing such service to the Premises
or of the outlets, risers, wiring, piping, ductwork and other means
of distribution of such service within the premises.
Lessee shall pay to Lessor as additional rent fifteen percent (15%)
of all common utilities for the Premises, including, without
limitation, electricity, gas and water. Monthly, Lessor shall xxxx
Lessee for its percentage share, based on Lessor's single xxxx for
each utility.
(b) Lessee shall not use any electrical equipment which will overload or
interfere with the electrical installations of the Building. Light
bulbs, tubes, starters, ballasts and their equivalents used or
consumed on Lessee's Premises shall be paid or by Lessee in addition
to rental and other charges provided herein.
7. INTERRUPTION OF UTILITIES AND SERVICES
(a) Lessor does not warrant that any of the services stipulated in
Paragraphs 5 and 6 above shall be free from interruption,
fluctuation or suspension. Any interruption or suspension of, or
fluctuation in, any service to the Building or Premises shall not be
deemed an eviction or disturbance of Lessee's use and possession of
the Premises, or any part thereof, nor render possession of the
Premises, or any part thereof, nor render Lessor liable to Lessee
for damages, nor relieve Lessee from performance of Lessee's
covenants and agreements hereunder.
8. OPERATING EXPENSES
(a) Lessee shall pay to Lessor as additional rent FIFTY PERCENT (50% of
all costs and expenses (except real estate taxes) paid or incurred
by or on behalf of lessor in connection with the operation,
servicing, and maintenance of the Premises, (i. e. snowplowing and
lawn maintenance). In addition, Lessee shall pay to Lessor FIFTY
PERCENT (50%) of the increase in real estate taxes payable for the
year 1989 over the tax bills for the year 1988 after building
completions.
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9. REPAIR AND MAINTENANCE OF PREMISES BY LESSEE
(a) Lessee shall make at Lessee's expense all repairs and replacements
required to keep the Premises and the fixtures and improvements
therein in good working condition and repair except structural
repairs, which shall be made by Lessor. All repairs or replacements
of the Premises and Building required as a result of Lessee's or its
agents, employees or contractor's misuse, neglect, act of negligence
or by reason of Lessee's tenancy therein shall be made by Lessee at
Lessee's expense. All replacements made by Lessee shall maintain
sufficient heat within the Premises to prevent the freezing of pipes
and other damage. Any such damage from insufficient heat shall be
the responsibility of the Lessee.
Lessee shall not make any alterations, additions, improvements or
other changes in or to said Premises, or installation without
Lessor's prior written consent in each and every instance.
10. MECHANIC'S LIEN
(a) If, because of any alleged act of Lessee or anyone claiming under
Lessee, any mechanic's or other lien shall be filed against Lessor's
estate in the Premises (whether or not such lien is valid or
enforceable), Lessee shall, at Lessee's own cost and expense, cause
the same to be discharged of record by payment of bonding within
thirty (30) days after the date of filing thereof and Lessee shall
also indemnify and save harmless Lessor from and against any and all
costs, expenses, claims, losses or damages, including reasonable
counsel fees, resulting from the filing of any such mechanic's or
other lien. Nothing in this Lease shall be construed as a consent on
Lessor's estate in the Building to any lien or liability under any
law relating to liens.
11. RIGHTS RESERVED BY LESSOR
Lessor reserves the following rights:
(a) Lessor will provide door glass lettering and tenant sign in front of
building.
(b) To enter the Premises at all reasonable notice upon reasonable
notice
(i) for making of such inspections, repairs alterations or
additions of or to the Premises or the Building as Lessor may
deem necessary or desirable.
(ii) to exhibit the Premises to others in the last six (6) months
of lease term.
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(iii) for any purpose whatsoever related to the safety, protection
or preservation of the Premises or the Building.
12. LOSS OR DAMAGE TO PROPERTY
(a) All property belonging to Lessee or others located in or outside of
the Premises or Building, shall be there at the sole risk of Lessee
or such others, and unless caused by Lessor's negligence, Lessor and
Lessor's agents and employees shall not be liable for the theft,
loss or misappropriation thereof, nor for any damage or injury
thereto, nor for death or injury of Lessee or any of its officers,
agents, employees, customers, invitees or contractors or any other
person, or for damage to property caused by fire, casualty, water,
rain, sprinklers, snow, frost, ice steam, heat, cold dampness,
failing plaster, water coming through the roof, walls or
foundations, explosion, sewers or sewage, gas, odors, noise, the
bursting or leaking of pipes, plumbing, electrical wiring and
equipment and fixtures of all kinds, or by any act or neglect of
other tenants or occupants of the Building, or any other person, or
caused in any manner whatsoever, nor shall Lessor be liable for any
latent defect in the Premises.
13. INDEMNIFICATION AND INSURANCE
(a) Unless caused by Lessor or Lessor's agents and employees, Lessee
shall indemnify Lessor and save Lessor harmless from and against any
and all claims, actions damages, liability and expense in connection
with loss, damage or injury to persons or property occurring in, on
above or arising out of the Premises the use or occupancy thereof,
or the conduct or operation of Lessee's business, or occasioned
wholly or in part by any act or omission of Lessee's business, or
part by any act or omission of Lessee's business, or occasioned
wholly or in part by any act or omission of Lessee, its agents,
contractors, employees or invitees.
(b) Lessee shall maintain in full force and effect comprehensive general
liability insurance policies naming Lessor as an additional insured
in companies licensed to do business in Ohio with minimum single
limits of $1,000,000 on account of bodily injuries to or death of
one or more than one person as a result of an accident or occurrence
and $250,000 on account of damage to property. Lessee shall deposit
certificates of such insurance with Lessor prior to take occupancy
of the Premises and within ten (10) days prior to the expiration of
any such policies.
(c) Lessee shall maintain fire, extended coverage and other hazard
insurance policies covering Lessee's personal property and contents
in such amounts as Lessee shall desire.
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(d) Lessee shall pay to Lessor any increase in Lessor's insurance
policies resulting from Lessee's use or occupancy of the Premises.
(e) Lessor and Lessee agree that in the event the Premises or any part
of the building, or the equipment, contents or other personal
property therein, are damaged or destroyed by fire or other casualty
that is coverable under a standard fire and extended coverage policy
or is covered by the insurance of the Lessor or Lessee, regardless
of cause or origin, including negligence, the rights, if any, of any
party against the other, or against the employees or agents of any
party, with respect to such damage or destruction and with respect
to any loss of the parties, are hereby waived; provided, however,
that if such damage is insured and if there shall not prohibit a
claim against a party for the amount of the deductible.
14. DAMAGE AND DESTRUCTION
(a) If the Premises or Building, respectively, be damaged by fire or
other casualty to such extent that the cost of restoration, as
estimated by Lessor, will equal or exceed thirty percent (30%) of
the replacement value of the Premises or Building (exclusive of
foundation), as the case may be, just prior to the occurrence of the
damage, or if any damage shall occur as a result of afire or other
casualty in the last one and one- half (1 1/2) years of the term of
this Lease, Lessor may, not later than the ninetieth (90th) day
following the damage, terminate this lease by giving Lessee written
notice of such election and this Lease shall be deemed to terminate
on the third (3rd) day after the giving of said notice. Lessee shall
surrender possession of the Premises within ten (1) days thereafter,
and the Rent shall be apportioned as of the date of the damage or
destruction.
(b) If this Lease shall not be terminated in accordance with the rights
granted herein, Lessor shall, following receipt of their insurance
proceeds, restore the Premises to its condition immediately
preceding said damage to he extent possible, within one hundred
twenty (120) days from the date of such damage or destruction,
subject to delays beyond Lessor's reasonable control; and Lessee
shall have no right to terminate this Lease; provided, however, that
if Lessor shall not substantially complete the repair or restoration
of the Premises within one hundred twenty (120) days following the
date of such damage or destruction, so that the Premises are ready
for occupancy, then, Lessee as its sole remedy, shall have the right
to terminate this Lease by delivering written notice to Lessor
within one hundred thirty (130) days following the date of such
damage or destruction.
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Lessee, not Lessor, shall restore fixtures, equipment, furniture and
other personal property owned by Lessee. In the event that Lessee
shall be unable to use any space in the Premises as a result of a
fire or other casualty, until demised premises are a fully repaired
and ready for occupancy, the Base Rent shall be abated on a per diem
basis, pro-rata for the portion of the Premises which Lessee is
unable to use because of such fire or other casualty.
15. SUBORDINATION
(a) Lessor reserves the right to subject and subordinate this Lease to
all mortgages which may now or hereafter affect the Premises, and to
any and all advances made thereunder and all renewals,
modifications, consolidations, replacements and extensions thereof.
Lessee covenants and agrees to executed within fifteen (15) days
after receipt of request therefor and instrument Lessor or its
lenders may request in confirmation of such subordination provided,
however that Lessor shall obtain an agreement of such mortgage
providing in substance that so long as Lessee shall be in default
under this Lease, Lessee's tenancy will not be distributed by any
default under such mortgage. Any alleged uncomplicated or defective
construction or maintenance work by Lessor shall not be an excuse
for failure to execute the subordination agreement. Lessee agrees to
attorn to any mortgagee or purchaser in a foreclosure sale as Lessor
under this Lease.
16. ASSIGNMENT AND SUBLETTING
Lessee shall not without first obtaining Lessor's written consent:
(a) Assign, mortgage, hypothecate or convey this Lease or any interest
therein voluntarily or by operation of law;
(b) Sublet the Premises or any part thereof, or
(c) Permit the use or occupancy of the Premises or any part thereof by
anyone other than Lessee.
17. HOLDING OVER
(a) Should Lessee remain in possession of the Premises after the
expiration of the term of this Lease without the written consent of
Lessor, then without diminishing in any respect Lessor's other
remedies with respect to Lessee's failure to vacate the Premises at
the end of the term, Lessee shall be a tenant at sufferance and such
tenancy shall
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otherwise be subject to all of the covenants and agreements of this
lease, at a monthly rental equal to one hundred fifty percent (150%)
of the monthly installment of Rent then otherwise payable hereunder;
provided, however, that either Lessor or Lessee has the right to
terminate the Lease at any time thereafter upon thirty (30) days
prior written notice to the other.
18. SURRENDER AT END OF TERM
(a) Upon the expiration or earlier termination of the term hereof Lessee
shall surrender the Premises together with all installations,
improvements and permanent alterations therein (other that Lessee's
furniture, trade fixtures, furnishings, business office machines and
equipment which shall remain Lessee's property and shall be removed
by Lessee) in as good condition and repair on the date Rent is first
payable, reasonable use and wear and loss or damage by fire or other
casualty excepted.
(b) Lessee shall repair at Lessee's expense any damage to the Premises
or Building caused by the removal of any property or items from the
Premises and Building and any of the same not so removed or removed
and not properly repaired, may be removed and/or repaired by Lessor,
and Lessee agrees to pay the cost thereof and to indemnify Lessor
and hold Lessor harmless therefrom. If Lessee shall not remove any
of its personal property at the end of the term, Lessor may treat
such property as abandoned by Lessee and such property shall belong
absolutely to Lessor.
Notwithstanding anything in this Lease to the contrary, all portions
of the heating, air conditioning, plumbing, electrical and
mechanical systems and equipment, all wall and floor covering and
all light fixtures shall not be removed by lessee and shall remain
in the Premises and belong to Lessor.
19. LESSOR'S REMEDIES UPON DEFAULT
(a) Lessee covenants and agrees that if:
(i) Lessee shall fail, neglect or refuse to pay in full any
installment of Rent or other moneys agreed by it to be paid
under the term of this Lease, and if any such default shall
continue for a period of fifteen (15) days from the date such
installment or payment was due; or
(ii) Any voluntary or involuntary petition or similar pleading
under the United States Bankruptcy Code as now hereafter
amended shall be filed by or against Lessee, or any voluntary
or involuntary proceeding in any court shall be
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instituted to declare Lessee insolvent or unable to pay
Lessee's debts, and any involuntary filing shall not be
Lessee's debts, and any involuntary filing shall not be
dismissed or discharged within sixty (60) days thereafter; or
(iii) Lessee makes an assignment of its property for the benefit of
creditors or if the Premises be taken under a levy of
execution or attachment in any action against Lessee and such
levy, attachment or assignment Is not dismissed or discharged
within thirty (30) days; or
(iv) Lessee shall fail to perform any covenant or provisions of
this Lease for a period of fifteen (15) days after the giving
of notice thereof in writing by Lessor (but Lessee shall not
be deemed in default of any provisions for the making of
repairs within said fifteen (15) day period and proceeds
therewith with due diligence). Provided however, that Lessee
shall not be in default if it continues to pay rent,
notwithstanding the fact that Lessee has abandoned the
Premises, as long as Lessee gives Lessor thirty (30) days
written notice to all other remedies given to Lessor in law or
in equity, may be written notice terminate this Lease, or
without terminating this Lease or without notice, re-enter the
Premises immediately, and by force if necessary, and to remove
all persons and their property therefrom, using such force in
effecting such removal as may be necessary and advisable to
recover possession of the Premises whether possession be in
Lessee or a third (3rd) person, without being deemed guilty of
any manner or trespass.
(b) In the event of re-entry by Lessor and/or termination of this Lease,
Lessor may, without being obligated to do so, relet the whole or any
portion thereof with additional space, for any period equal to,
greater or less than the remainder of the term of this Lease, for
any sum (including any rental concessions and rent-free occupancy)
which it may deem suitable and satisfactory, and for any use and
purpose which it may deem appropriate.
(c) As part of Lessor's damage for Lessee's default, Lessor shall be
entitled to receive all of Lessor's expenses, including without
limitation, commissions and the cost of repairs, as well as Rent or
damages equal to the Rent and all other sums due from Lessee at such
time and for the remainder of the term of this lease.
Any amounts Lessor receives from any new occupant shall be applied
to the foregoing damage, Lessee remaining liable for any deficiency.
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(d) No termination of this Lease nor any taking or recovering of
possession of the Premises shall deprive Lessor of any of its
remedies or actions against Lessee or shall relieve Lessee from its
liability for Rent and damages hereunder. The failure of Lessor to
relet, or if relet, to collect the Rent under such reletting shall
not release or affect Lessee's liability for damages hereunder. All
remedies available to Lessor are declared to be cumulative and
concurrent.
20. NOTICES
(a) Any notices required to be served upon Lessee shall be deemed
sufficiently given if in writing, mailed by registered or certified,
postage prepaid and addressed to Lessee at the address indicated on
the first page of this Lease, or at the Premises, and the time of
giving or making such notice or demand shall be deemed to be the
time when the same is mailed as herein provided. Any notice by
Lessee to Lessor may be in writing sent by registered or certified
mail, postage prepaid, addressed to Lessor at 00000 Xxxxx Xxxxxxxxxx
Xxxxxxx, Xxxxx, Xxxx 00000. Lessee and/or Lessor may change their
address by giving notice to the other party as provided herein.
(b) No delay on the part of Lessor in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege preclude
an other, or further exercise thereof or the exercise of any other
right, power or privilege.
(c) Any acceptance or surrender, waiver or release by Lessor and any
cancellation, termination or modification of this lease must be in
writing signed by Lessor's satisfaction, and Lessor may accept the
same without prejudice to Lessor's right to recover any balance due
to pursue any other remedy in this Lease provided.
21. NO WAIVER
(a) No receipt of money by Lessor from Lessee with knowledge of the
breach of any covenants of this Lease, or after the termination
hereof, of after the commencement of any suit, or after judgment for
possession of the premises shall be deemed a waiver of such breach,
nor shall its reinstate, continue or extend the term of this Lease
or affect any such notice, demand, suit or judgment.
(b) No delay on the part of Lessor in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege preclude
any other, or further exercise thereof or the exercise of any other
right, power or privilege.
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(c) Any acceptance or surrender, waiver or release by Lessor and any
cancellation, termination or modification of this Lease must be in
writing signed by Lessor's satisfaction, and Lessor may accept the
same without prejudice to Lessor's right to recover any balance due
to pursue any other remedy in this Lease provided.
22. BROKER
(a) Lessee represents and warrants to Lessor that no real estate broker,
agent or finder was involved in making, negotiating or consummating
this Lease.
23. TRANSFER OF LESSOR'S INTERESTS; LIABILITY OF LESSOR
(a) If Lessor should sell or otherwise transfer Lessor's interest in the
Building, Lessor shall thereafter have no liability to Lessee under
this Lease or any modification or amendment thereof or extensions or
renewals thereof, except for such liabilities which might have
accrued prior to the date of such sale or transfer of Lessor's
interest.
(b) If Lessor shall fail to perform any covenant, term or condition of
this Lease upon Lessor's part to be performed or if Lessee shall
have any claim against Lessor arising out of arty provision of this
Lease, statute or common law, and as a consequence of such default
or claim Lessee shall recover a money judgment against Lessor, such
judgment shall be satisfied only out of the proceeds received at a
judicial sale upon the execution and levy against the right, title
and interest of Lessor in the Building, and in the rents or other
income from such property receivable by Lessor. Lessor shall have no
personal or individual liability under this Lease.
24. SECURITY DEPOSIT
(a) Lessee has or will deposit with Lessor the sum of $0.00 as security
for the faithful performance and observance by Lessee, of the terms,
provisions and conditions of this lease; it is agreed that in the
event Lessee defaults in respect of any of the terms provisions, and
conditions of this lease, including, but not limited to, the payment
of rent and additional rent, Lessor may use, apply or retain the
whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent, or any
other sum as to which Lessee is in default or for any sum which
Lessor may extend or may be required to extend the reason of
Lessee's default in respect to any of the terms, covenants and
conditions of this lease, including but not limited to, any damages
or deficiencies in the reletting of this Premises whether such
damages of deficiencies accrue before or after summary proceedings
or other re-entry by
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Lessor. In the event that Lessee shall fully and faithfully comply
with all of the terms, provisions, covenants and conditions of this
Lease, the security shall be returned to Lessee after the date fixed
as the end of the Lease and after delivery of entire possessions of
demised Premises to Lessor. Lessee further covenants that it will
not assign or encumber or attempt to assign or encumber the moneys
deposited herein as security, and neither Lessor nor its successor
assigned shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.
25. OWNERSHIP OR ALTERATION
(a) All installations, alternations, improvements or addition to the
Premises (other than Lessee's personal property) made by Lessor or
Lessee shall become the Lessor's property upon installation and
shall remain in or upon the Premises upon termination.
26. MISCELLANEOUS
(a) The holding of any court that any provision of this Lease is invalid
or unenforceable shall not affect the remaining provisions of the
Lease which shall remain in full force and effect. This Lease
contains the entire agreement of the parties and shall not be
modified in any manner except by an instrument in wiring signed by
the parties or their respective successors in interest. Time is
expressly declared to be of the essence for all provisions of this
Lease. The paragraph headings of this Lease are for convenience only
and shall not be used in the interpretation of any of its
provisions. This Lease shall not be recorded, but either party shall
execute at the request of the other an instrument in recordable form
setting forth the names of the parties and the terms of this Lease.
If more than one person shall execute this Lease as Lessee, then
each person executing this Lease shall jointly and severally be
liable hereunder.
27. RULES AND REGULATIONS
(a) Lessee and Lessee's servants, employees, agents, visitors and
licensees shall observe faithfully, and comply strictly with any
Rules and Regulations as Lessor or Lessor's agents may from time to
time adopt. Notice of any additional Rules or Regulations shall be
given in such manner as Lessor may elect.
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28. AUTHORITY TO EXECUTE LEASE
(a) If Lessee is a corporation, each person(s) signing this Lease as an
officer represents to the Lessor that such person(s) is authorized
to execute this Lease without the necessity of obtaining any other
signatures from any other officers, that the execution of this Lease
has been authorized by the Board of Directors of the corporation,
and that this lease is fully binding upon the Lessee.
IN WITNESS WHEREOF, the parties hereto have set their hands to
counterparts, each of which shall have the same force and effect as if it
were an original, this APRIL 2, 1995, as to Lessor, and this APRIL 2,
1995, as to Lessee.
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ACKNOWLEDGMENT
Signed in the presence of: "Lessor"
/S/ XXXXX XXXXXX By: _____________________________
Tech Heating and Air Conditioning, Inc.
"Lessee"
By: /S/ XXX XXXX
Xxx Xxxx
STATE OF OHIO ss.
COUNTY OF CUYAHOGA ss. SS:
The foregoing instrument was acknowledged before me, a Notary Public on
this 2nd day of April, 1995 by Xxx Xxxx.
/S/ XXXXX XXXXXX
(SEAL) Notary Public
Xxxxx X. Xxxxxx
STATE OF OHIO ss.
COUNTY OF CUYAHOGA ss. SS:
The foregoing instrument was acknowledged before me, a Notary Public on
this 2nd day of April, 1995 by Xxx Xxxx, President of Tech, Inc., an Ohio
corporation, on behalf of said corporation and by Xxx Xxxx, individually.
/S/ XXXXX XXXXXX
(SEAL) Notary Public
Xxxxx X. Xxxxxx
THIS INSTRUMENT PREPARED BY:
Xxxxxx X. Xxxxxxx
Attorney at Law
00000 Xxxxxxxx Xxxx
Xxxxxxx Xxxxxxx, Xxxx 00000
(000) 000-0000
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