LEASE
THIS AGREEMENT made as of the date indicated on Schedule A by and between the tenants as identified on Schedule A and hereinafter referred to as Tenant and Landlord, hereinafter referred to as Landlord with business address at ___________.
ARTICLE I. PREMISES
The owner has agreed to let, and by these presents does hereby grant, demise and lease to said Tenant and the said Tenant agrees to take and by these presents does hereby take the following described premises: Suite indicated on Schedule A, __________ together with the right to use the parking lot at the front and rear of Landlord's property for customer and employee parking in common with other tenants.
ARTICLE II. USE
The premises are to be used as indicated on Schedule A and for no other purposes except as mutually agreed by the parties.
ARTICLE III. TERM
The term of this lease will be for a period of years and will commence and terminate as indicated on Schedule A.
ARTICLE IV. RENTAL
Tenant shall pay to Landlord for the use of said premises a total minimum rent as indicated on Schedule A, which rent will be paid in a manner recited in Schedule A of this agreement. In addition to the monthly rent, Tenant shall pay to Landlord an amount equal to the proportionate share of the State, County, Town and Village real property taxes and assessments. Landlord shall establish the tax charges for the County Tax as of February 1st of any year and for the School Tax, as of October 1st of any year and for the Village Tax, as of June 1st of any year. The total amount of said tax shall be given to Tenant as soon as computed and Tenant's monthly share, which is defined as an amount equal to the proportion of space leased by Tenant to the total space in the building, divided by twelve, and such additional amount as computed will be added as rent due for the next month and each succeeding month. Any increase in insurance premiums after 1991 on the entire building shall likewise be so computed, added to the monthly rent and paid as additional rent. The base year for said insurance premiums shall be the year of this agreement as indicated in Schedule A. In addition to the foregoing, Tenant shall bear its proportionate share for snow plowing and outside or private garbage removal. The cost of such snow plowing and garbage removal shall be billed to Tenant as soon as such bills are received by Landlord and must be paid within the next month.
ARTICLE V. RENTAL DUE AND SECURITY DEPOSIT
It is further agreed that the said premises are demised to Tenant for the total minimum rent indicated in Article IV and Schedule A for the whole of the term herein, but the payment of said rent is in installments for the convenience of Tenant, and for Tenant's convenience only. It is, therefore, agreed that in the event of any default in the payment of any of the installments of rent or any other breach by Tenant of any of the covenants contained herein, then the whole of the rent reserved for the whole period then remaining unpaid shall at once become due and payable, subject to return of any portion realized by Landlord through reletting after deducting necessary expenses.
Tenant shall pay to Landlord the sum of one month's basic rent to be held by Landlord as security for the faithful performance of Tenant's obligations under this lease. In the event Tenant shall perform all of its obligations hereunder, Landlord shall return the deposit to Tenant within no later than 10 days after the expiration of the terms of the lease or any expiration of a renewal thereof. Upon the giving up of possession by Tenant, Landlord shall inspect the premises to satisfy itself that no damage has been done and that Tenant has performed its obligations.
ARTICLE VI. COVENANTS
The Landlord covenants that Tenant, upon paying the rents provided herein and performing the covenants and agreements contained herein, shall at all times during the term peacefully and quietly have, hold and enjoy said demised premises during Landlord's period of ownership.
ARTICLE VII. COVENANTS OF TENANT
Tenant covenants as follows: That this letting is upon the following express conditions which will be kept, observed and performed by Tenant.
(a) Tenant shall punctually pay the rent, as the same shall fall due, to Landlord at Landlord's principal place of business above stated or at such other place as Landlord, from time to time, may designate by written notice served upon Tenant or left at the leased premises.
(b) Tenant will not allow any highly inflammable substance or any other article or thing denominated by Insurance Companies as extra hazardous to be used, kept, deposited or stored in or about the said premises unless Tenant shall pay extra premium if the stated conditions and regulations are not met. Tenant covenants and agrees to promptly pay to Landlord as additional rent, upon demand, the amount of any increase in the rate of insurance on the premises or on any other part of the building that, but for Tenant's act(s) or Tenant's permitting certain activities to take place which result in an increase in said rate of insurance, would otherwise have been in effect for such hazard, and will use every reasonable precaution to guard against fire, and will preserve said premises unaltered except as hereinafter provided and in good repair, except structural and roof repairs, and keep all the openings and windows in repair; Tenant will observe all laws, ordinances and regulations, State, Municipal and Town or other to which the property hereby leased is subject, and will keep and maintain said premises in such condition as may be required by law, ordinances, regulations or orders of the State, Town and Municipality and will make all changes or installations if Tenant created conditions which require it. Tenant will keep the premises clean at its own expense. The interior of the office will be maintained in a respectable condition. Tenant shall be responsible for removing all trash from the office. No trash, containers and/or garbage or refuse will be placed in the hallways or exterior of the building except in the sanitary containers provided by Landlord for that purpose. In case of failure or neglect of Tenant so to do, Landlord may have the same removed and Tenant hereby agrees to pay the expense thereof.
Tenant will not burn any materials or rubbish of any description upon said premises and will not allow any boxes, materials, goods or anything else to remain on the sidewalk in front of and adjacent to said premises covered.
(c) Tenant covenants that if the rent or other charges reserved by this lease or any part thereof shall be unpaid when due, or Tenant shall fail to perform any of the covenants, conditions, provisions and agreements herein contained or become insolvent, or a receiver of any property of the Tenant shall be appointed in any suit or proceeding by or against Tenant, Tenant shall make an assignment for the benefit of creditors of the individual, firm or corporation, or if Tenant shall be dispossessed, or if the demised premises shall become vacant or abandoned, or if this lease shall by operation of law dissolve or pass to any person or persons or corporation other than said Tenant, Landlord may in the event of the happening of any of the above instances, without notice to Tenant, recover and resume possession of the demised premises by force or otherwise, without being liable to prosecution therefor. Landlord shall give written notice to Tenant stating the nature and manner in which Tenant violated the covenants. Such notice will be served upon Tenant directly by leaving a copy with Tenant or Tenant's agent on the leased premises or by regular mail. In the event of mailing, the notice is deemed to be received one day after mailing. If Tenant, within 10 days following receipt of the said written notice, cures the violation complained of and ceases the conduct constituting the violation complained of, Landlord agrees to waive the violation and the lease remains in full force and effect. If Tenant, within 10 days following the receipt of said written notice, fails to cure the violation complained of, the terms of the lease shall immediately cease at the expiration of said 10 days in the manner and to the same effect as if that were the expiration of the original term of this lease or any renewals. In the event of such resumption of possession under this lease or by summary proceedings or any other means. Landlord may remove all persons and property from the demised premises and may relet the same.
ARTICLE VIII. ALTERATIONS
Tenant shall make no external or internal structural changes to the building without the written consent of Landlord, and plans for any changes or alterations to be made shall first be submitted to and approved by Landlord, but Landlord agrees not to unreasonably withhold such consent.
All alterations, additions, improvements and fixtures, other than trade fixtures, which may be made or installed by either of the parties hereto upon the premises and which in any manner are attached to the floors, walls or ceilings, shall become the property of Landlord upon termination of Tenant's occupancy unless Landlord shall elect otherwise, which election shall be made by Landlord not less than 60 days prior to the expiration or other termination of this lease or any renewal or extension thereof. At the termination of this lease, such alterations or fixtures shall remain upon and be surrendered with the premises as a part thereof, without disturbance, molestation or injury. Any linoleum or other floor covering which may be cemented or otherwise adhesively affixed to the floor of the herein leased premises shall become the property of the Landlord absolutely.
Tenant may install and maintain signs suitable to the business conducted, providing tenant obtains permission from Landlord for the erection and maintenance of said sign and the approval and consent of Landlord as to design of sign and location of same upon building.
ARTICLE IX. REPAIRS
That said Landlord, its servants and agents shall have at all reasonable times access to the premises hereby rented for the purpose of making repairs or changes to the structural part of said building, which structure includes, but is not limited to the walls, roof, doors and windows. When possible, Landlord will give 2 days advance notice of his intention to make such repairs or changes.
ARTICLE X. REMOVAL BY DEFAULT
If Tenant shall default in the payment of said rent, or any part thereof, at the times and in the manner above specified, or shall default in their performance of any of the agreements, covenants or conditions herein contained and shall continue in default for more than 10 days after written notice from Landlord to Tenant to remedy such default, Landlord shall have the option to terminate this lease and to reenter and take possession of the said premises and remove all persons therefrom, and said Tenant hereby expressly waives all right to any notice to quit possession of or intention to reenter under any statute subsequent to the 10 days above provided to be given.
ARTICLE XI. INSURANCE
Tenant agrees to keep the premises insured against loss arising out of personal injury on or about the premises, said insurance to be written by a company licensed to write liability in the State of New York and with minimum limits of liability in the amount of $500,00O.OO per person and $1,000,000.00 per accident. Tenant shall provide a certificate of said insurance to Landlord. The insurance company will show Landlord thereon as an additional insured or as its interest may appear, and shall agree that the coverage may not be canceled without notice to Landlord of said cancellation no later than 10 days prior to the effective date of the cancellation.
Tenant shall promptly repair all damage to plate glass on the leased premises. Tenant shall at all times maintain adequate insurance to acquit this responsibility and provide Landlord with proof that said insurance is in effect. The obligation to promptly repair said plate glass shall continue irrespective of Tenant keeping insurance in force. In the event Tenant does not carry out this obligation, Landlord may elect to (a) terminate the lease immediately or (b) repair the plate glass and charge the cost therefore as additional rent to be due immediately upon the repair. Tenant shall promptly pay said cost or Landlord may proceed with any remedy at law or under the lease available to Landlord for nonpayment of rent.
ARTICLE XII. FIRE
Tenant agrees that in case of damage by fire or the elements, Tenant will give immediate notice thereof to Landlord, and if only a part of said premises are rendered untenantable, the rent shall abate proportionately and Landlord shall commence, within reasonable time after notice, to repair at its own cost and expense and complete the said repairs with due and reasonable diligence. Notwithstanding that only a part of the premises are rendered untenantable, if it is impossible or difficult for Tenant to carry on its business in a proper manner and Tenant is therefore forced to close its business, then the rent shall terminate completely until repairs are completed. If the damage shall be so extensive as to render the said premises wholly untenantable, the rents shall cease from the time Landlord shall be notified by Tenant of such damage until said premises are restored to a tenantable condition, when the rent shall begin to run again and be payable as before the damage, except in the event the unexpired term of this lease shall be less than 6 months after completion of said repairs, or in case the damages to the said premises shall be so great that it will be necessary to rebuild the entire building or erect a new building on the site, the rent shall be apportioned pro rata and paid up to the term of such destruction or damage, and upon such payment being duly made by Tenant, this lease shall come to an end. If the building is rebuilt, Tenant shall have the first option to rent the same for the unexpired term.
ARTICLE XIII. MORTGAGE SUBORDINATION
This lease shall be subordinate to the lien of any mortgage now in effect covering premises and to the lien of any mortgage hereafter executed and delivered by the owner of premises. Tenant hereby appoints Landlord as attorney to execute and deliver any documents deemed necessary or desirable by any lender to effectuate this provision of the lease.
ARTICLE XIV. CONDITION AT TERMINATION
That Tenant, upon the expiration of the said term, will quit and surrender said premises in as good a state and condition as they were when entered upon, reasonable use and wear thereof and damage by the elements excepted; that all alterations, additions or improvements, including plumbing and electric wiring and piping, which may be made by said Tenant upon the said premises, except movable furniture and fixtures put in at the expense of Tenant, shall be and become a part of the demised premises and shall remain a part and be surrendered therewith, as a part thereof at the expiration of the term of this lease. The premises will be returned to the owner broom clean.
ARTICLE XV. ASSIGNMENT OF LEASE
That Tenant shall not assign this lease, either in whole or in part, not let, underlet or mortgage the demised premises or any part or parts thereof, without first obtaining, in each and every instance, Landlord's consent thereto in writing.
ARTICLE XVI. SIGNS
That Tenant shall not erect, or cause to be erected, any signs, or place, or allow to be placed, any stands, booths or showcases on the doorsteps, in the vestibules, on the outside walls, pavements or on windows of said premises, without prior written consent of Landlord.
Tenant agrees not to use any advertising media that shall be deemed objectionable to Landlord or other tenants, such as loudspeakers, phonographs or radio broadcast in a manner to be heard outside the leased premises. Tenant shall not install any exterior lighting or plumbing fixtures, shades or awnings, or any exterior decorations or painting, or build any fences or make any changes to the exterior of the building without the previous written consent of Landlord.
ARTICLE XVII. ANIMALS
Not to keep dogs, cats or other animals on said premises without the written consent of Landlord.
ARTICLE XVIII. GAS AND ELECTRIC
Tenant shall bear at his own cost and expense the cost to supply the utilities for heat and electricity to be consumed on the said premises.
ARTICLE XIX. MECHANIC'S LIENS
Tenant further agrees to hold harmless and defend Landlord from any claims resulting from any work done and services rendered at the direction of Tenant in the premises leased by Tenant.
ARTICLE XX. RIGHT OF REDEMPTION AND FEES
If at any time during the term of this lease Tenant shall be removed therefrom by summary proceedings for the nonpayment of rent or for any other cause, then in that case the rights of Tenant in and to said demised premises by such removal shall cease and terminate, and Tenant expressly waives any right of redemption that Tenant might have by statute. Tenant agrees to pay all court costs and reasonable attorneys' fees incurred by Landlord in enforcing by legal action or otherwise any of Landlord's rights under this lease or under any law of this state.
ARTICLE XXI. NOTICE
Any notice required to be given by Landlord may be served upon Tenant by leaving a copy with Tenant personally or an employee of Tenant or by regular mail addressed to Tenant at the appropriate suite, 5800 Main Street, Williamsville, New York 14221.
ARTICLE XXII. SUBORDINATION OF LEASE
Tenant covenants and agrees that this lease and the interest of Tenant hereunder shall be subject and subordinate to the lien on any mortgage which now or hereafter encumber the demised premises.
ARTICLE XXIII. RULES
The owner reserves the right to make such rules and regulations as may be deemed needed for the safety, care or cleanliness of the premises and for securing the comfort, quiet enjoyment and convenience of all the tenants, which rules and regulations hereinafter prescribed are hereby made a part of this lease.
ARTICLE XXIV. CONDEMNATION
If the whole or any part of the premises hereby demised shall be taken or condemned by any competent authority for any public use or purpose, then the term hereby granted shall cease from the time when possession of the part so taken shall be required for such public purpose and without apportionment of award, Tenant hereby assigning to Landlord all right and claim to any such award, the current rent, however, in such case to be apportioned.
SCHEDULE A
Date of Agreement: Tenant Name and Address:
Proportionate Percentage: Base Year:
Use of Premises: Tenant shall use the premises, which are subject of this lease, for no purpose other than the
Term of lease to be _________ years to commence on ________ 199_ and terminate on ________, 199_.
Total Minimum Rent: $_______________ for a __________ year term.
Tenant to pay rent in monthly installments of: Year per month
Tenant shall have the first option to renew this lease upon the same terms and conditions for a ______ year period at a Total Minimum Rent of: $__________ for a _____ year term.
The additional term of two years is contingent upon written notice by Tenant of it's decision to exercise the option to be given Landlord on or before ________, 199_.
The terms and payment of any liability generated from this lease are hereby guaranteed personally by:
ACCEPTED AND AGREED TO:
By: Landlord By: Tenant
_____________________________ __________________________ Title: Partner
Date: __________________ Date: ___________________