EXHIBIT 10.5
REAL ESTATE LEASE
This Lease Agreement (this "Lease") is made effective as of January 1, 1997 by
and between ▇▇▇▇▇ Holdings, Inc. ("Landlord"), and Triarco Industries, Inc.
("Tenant"). The parties agree as follows:
PREMISES. Landlord, in consideration of the lease payments provided in this
Lease, leases to Tenant a Five-story masonry building, (the "Premises") located
at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
TERM. The lease term will begin on January 1, 1997 and will terminate on
December 31, 2002.
RENEWAL TERMS. This Lease shall automatically renew for an additional period of
twelve months per renewal term on the same terms as this Lease, unless either
party gives written notice of the termination no later than 60 days prior to the
end of the term or renewal term.
HOLDOVER. If Tenant maintains possession of the Premises for any period after
the termination of this Lease ("Holdover Period"), Tenant shall pay to Landlord
a lease payment for the Holdover Period based on the terms of the following
Lease Payments paragraph. Such holdover shall constitute a month to month
extension of this Lease.
LEASE PAYMENTS. Tenant shall pay to Landlord, a total annual lease payment of
$96,000.00, payable in advance, in installments of $8,000 per month on the 5th
day of each month. Lease payments shall be made to the Landlord at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as may be changed from time to time by Landlord.
POSSESSION. Tenant shall be entitled to possession on the first day of the term
of this Lease, and shall yield possession to Landlord on the last day of the
term of this Lease, unless otherwise agreed by both parties in writing.
REMODELING OR STRUCTURAL IMPROVEMENTS. Tenant shall have the obligation to
conduct any construction or remodeling (at Tenant's expense) that may be
required to use the Premises as specified above. Tenant may also construct such
fixtures on the Premises (at Tenant's expense) that appropriately facilitate its
use for such purposes. Such construction shall be undertaken and such fixtures
may be erected only with the prior written consent of the Landlord which shall
not be unreasonably withheld. At the end of the lease term, Tenant shall be
entitled to remove (or at the request of Landlord, shall remove) such fixtures,
and shall restore the Premises to substantially the same condition of the
Premises at the commencement of this Lease.
MAINTENANCE. Tenant's obligation for maintenance shall include:
- the roof, outside walls, and other structural parts of the building
- the parking lot, driveways, and sidewalks including snow and ice
removal
- the sewer, water pipes, and other matters related to plumbing
- the electrical wiring
- the air conditioning system
- the heating system
- all other items of maintenance not specifically delegated to
Landlord under this Lease
ACCESS BY LANDLORD TO PREMISES. Subject to Tenant's consent (which shall not be
unreasonably withheld), Landlord shall have the right to enter the Premises to
make inspections, provide necessary services, or show the unit to prospective
buyers, mortgagees, tenants or workers. As provided by law, in the case of an
emergency, Landlord may enter the Premises without Tenant's consent.
UTILITIES AND SERVICES. Tenant shall be responsible for all utilities and
services in connection with the Premises.
PROPERTY INSURANCE. Tenant shall maintain casualty insurance on the Premises in
an amount equal to 100% of the full replacement value. Landlord shall be named
as an insured in such policies. Tenant shall deliver appropriate evidence to
Landlord as proof that adequate insurance is in force. Landlord shall have the
right to require that the Landlord receive notice of any termination of such
insurance policies. Tenant shall also maintain any other insurance which
Landlord may reasonably require for the protection of Landlord's interest in the
Premises.
IDEMNITY REGARDING USE OF PREMISES. Tenant agrees to indemnify, hold harmless,
and defend Landlord from and against any and all losses, claims, liabilities,
and expenses, including reasonable attorney fees, if any, which Landlord may
suffer or incur in connection with Tenant's use of the Premises.
TAXES. Taxes attributable to the Premises or the use of the Premises shall be
allocated as follows:
Real Estate Taxes - Landlord shall pay all real estate taxes and
assessments for the Premises.
MECHANICS LIENS. Neither the Tenant nor anyone claiming through the Tenant shall
have the right to file mechanics liens or any other kind of lien on the Premises
and the filing of this Lease constitutes notice that such liens are invalid.
Further, Tenant agrees to give actual advance notice to any contractors,
subcontractors or suppliers of goods, labor or services that such liens will not
be valid.
DEFAULTS. Tenant shall be in default of this Lease, if Tenant fails to fulfill
any lease obligation or term by which Tenant is bound. Subject to any governing
provisions of law to the contrary, if Tenant fails to cure any financial
obligation within 45 day(s) (or any other obligation within 60 day(s)) after
written notice of such default is provided by Landlord to Tenant, Landlord may
take possession of the Premises without further notice, and without prejudicing
Landlord's rights to
damages. In the alternative, landlord may elect to cure any default and the cost
of such action shall be added to Tenant's financial obligations under this
Lease. Tenant shall pay all costs, damages, and expenses suffered by Landlord by
reason of Tenant's defaults.
ASSIGNABILITY/SUBLETTING. Tenant may not assign or sublease any interest in the
Premises without the prior written consent of Landlord, which shall not be
unreasonably withheld.
NOTICE. Notices under this Lease shall not be deemed valid unless given or
served in writing and forwarded by mail, postage prepaid, addressed as follows:
Landlord: ▇▇▇▇▇ Holdings, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tenant: Triarco Industries, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Such addresses may be changed from time to time by either party by providing
notice as set forth above.
ENTIRE AGREEMENT/AMENDMENT. This Lease Agreement contains the entire agreement
of the parties and there are no other promises or conditions in any other
agreement whether oral or written. This Lease may be modified or amended in
writing, if the writing is signed by the party obligated under the amendment.
SEVERABILITY. If any portion of this Lease shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Lease is
invalid or unenforceable, but that by limiting such provision, it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
WAIVER. The failure of either party to enforce any provisions of the Lease shall
not be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Lease.
CUMULATIVE RIGHTS. The rights of the parties under this Lease are cumulative,
and shall not be construed as exclusive unless otherwise required by law.
GOVERNING LAW. This Lease shall be construed in accordance with the laws of the
State of New Jersey.
SUBORDINATION OF LEASE. This lease is subordinate to any mortgage that now
exists, or may be given later by Landlord, with respect to the Premises.
Landlord: ▇▇▇▇▇ Holdings, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
Tenant: Triarco Industries, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
President
