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HomeMy WebLinkAbout97-00755 l.nl.U;II^T^nl.l:tin,IItIt''J'''JI~ltl1i 'il\ll t.llOr l"~l~" Oli~'J "'01 \Jl..... AM II.nl,..,,1 Ull'''~101'.l.lJAM GEORGE F GARDNER. as Sueccssor in interest of GARDNER PROPERTIES PARTNERSHIP, Plaillliff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY. PENNSYLVANIA v. NO, 97- 7{ 5' Ct.i:.J -r:;~ CIVIL ACTION - LAW V ALPEY-FISHER CORPORATION, Defcndant JURY TRIAL DEMANDED COMPLAINT \, Plaintiff, George F, Gardner is an adult individual with a residence in Cumberland County. Pennsylvania. 2, Defendant is Valpey-Fisher Corporation, a Massachusetts corporation with a place of business at 75 South Street. Hopkinton. Massachusetts. 01748, 3, On April 25. 1992. Gardner Properties Partnership owned and leased to Defendant certain demiscd premises located at 469 East North Street, Carlisle, Pennsylvania under a Commercial Lease Agreement ("Lcase"). a copy of which is attached hereto as Exhibit "A," 4, Defendant entcred possession of the Icased premises on or about April 25, \992, in accordance with the terms of the Lease, 5, Under the additional two year option term of the Lease, which option was exercised by Defendant, Defendant was to pay monthly rental payments of$I,333.33 through May 3\. 1997. the end of the said option term, 6, Subsequently, Plaintiff acquired title to the demised premises and became the successor in interest to Gardner Properties Partnership under the Lease, 7, Defendant vacated the leased premises in violation of the Lease on a date unknown to Plaintiff. but which Plaintiff believes to have been on or about December 1996, 8, Since December. Defendant has ceased to pay rent due under the Lease. Accordingly, there became due and owing to Plaintiff the sum of $6.716.40, representing the accelerated rent owed by Defendalll under the Lease in accordance with Paragraph 12 thereof. 9, Plaintiff has made demand upon Defendant for payment of rent. but Defendant has not and refuses to pay the same or any part thereof. t ,~ WHEREFORE, PlaintilT demands judgment against Defendant in the amount of $6,716.40. plus any costs and interests thercon available at law, MARTSON. DEARODRrLLlAMS & OTTO By (1 \ . 0~ ____(~ w, Darren Powell, Esquire Ten East High Street Carlisle. PA 17013-3093 (717) 243-3341 Attorney for PlaintilT Date: February 14, 1997 . .' . . .' ~" o' vr-c.. (I 0fJ(r BUSINESS PROPERTY LEASE THIS AGREEMENT, made the 25th day of April, 1992, by and between GARDNER PROPERTIES PARTNERSHIP, of Box 38, carlisle, Pennsylvania 17013 (hereinafter called LESSOR), of the one part, and VALPEY-FISHER CORPORATION, a Massachusetts corporation, of 75 South street, Hopkinton, Massachusetts 01748 (hereinafter called LESSEE), of the other part.. WITNESSETH: WHEREAS, LESSOR is the owner of certain premises located at 469 East North street, carlisle, cumberland county, Pennsylvania, which includes a two-story building situate thereon; and WHEREAS, LESSOR desires to lease a portion of such premises to LESSEE in accordance with the terms and provisions hereof. This Lease is under and subject to the following terms and conditions: 1. LESSOR does hereby demise and lease to the LESSEE 3,200 square feet of space of the building more particularly described in Exhibit "A" her~of (.'!Demised Premises") for a term of three (3) years commencingJR~the 1 day of May, 1992, and ending on the ~ .)O'o{ day of Ap~ 1995. Annual rent for the first year of the term shall be $13,440 payable in equal monthly installments in advance on the first day of the month in the amount of $1,120.00 per month; annual rent for the second year of the term shall be $14,080.00, payable in equal monthly installments in advance on the first day of the month in the amount of $1,173.33; and annual rent for the last year of the term shall be $14,720.00, payable in equal monthly installments in advance on the first day of the month in the amount of $1,226.67. LESSOR grants to LESSEE the exclusive right to use fourteen (14) parking spaces during the term hereof on the premises without.kharge, ~h!ch parking spaces are also noted on 1tt.r"J Exhibit "A" hereof. rt1W J4-N1 &1 (tt;VT WIlL ~ ~ /, 1.1: IJNr ~u... . ~ 1U6- M tIAV, I~'.l. ' 2. LESSEE shall have the option to extend the term of thi~ Lease for an additional term of ~~~~(2) years commencing on the~ expiration date and ending on ~3P" 1997, by sending ninety ',~' (90) days' prior written notice thereof to LESSOR on all of tife'- r. I,J same terms and conditions hereof, except that annual rent for the ff~~ first year of the renewal term shall be $15,360.pO, payable in equal monthly installments of $1,280.00 each and rent for the second year of the renewal term shall be $16,000.00, payable in equal monthly installments of $1,333.33 each. 3. LESSOR agrees to install a separate electric meter and a separate water meter for the Demises premises on or prior to the commencement date of the term hereof. As additional rent, LESSEE shall pay for the cost of electricity at LESSOR'S actual cost for the same. LESSEE shall also pay for all water consumed on the Demised Premises. ~ {JIt1/W 4. LESSEE shall install a demising wall separating the Demised Premises from the space adjacent thereto at a cost not to exceed $2,900.00 in accordance with the Plans and Specifications set forth in Exhibit B hereof. The balance of the cost for the demising shall be borne by the Lessor. LESSOR represents that the Plans and Specifications comply with all applicable governmental laws, rules and regulations. 5. PLACE OF PAYMENT. All rents shall be payable without prior notice or demand at the office of LESSOR at P.O. Box 38, Carlisle, PA 17013, or at such other place as LESSOR may from time to time designate by notice in writing. 6. AFFIRMATIVE COVENANTS OF LESSEE. LESSEE covenants and agrees that he will perform the following without demand: (a) PAYMENT OF RENT. Pay the rent and all other charges on the days and times and at the place that they are made payable, without fail, and if LESSOR shall at any time or times accept the rent or rents charges after they shall have become due and payable, such acceptance shall not excuse delay upon subsequent occasions, or constitute or be construed as a waiver of any of LESSOR'S rights. LESSEE agrees that any charge or payments agreed to be treated or collected as rent and/or any other' charges or taxes, expenses, or costs to be paid by the LESSEE may be proceeded for and recovered by the LESSOR by distraint or other precess in the same manner as rent due and in arrears. (b) CLEANING, REPAIRING, ETC. Keep the demised premises clean and free from all ashes, dirt and other refuse matter: replace all glass windows, doors, etc, broken, keep all waste and drain pipes open. Keep the same in good order and repair as they new are, reasonable wear and tear and damage by accidental fire or other casualty not occurring through negligence of LESSEE or those employed by or acting for LESSEE alone excepted. The LESSEE agrees to surrender the demised premises in the same condition in which LESSEE has agreed to keep the same during the continuance of this lease. (c) REQUIREMENTS OF PUBLIC AUTHORITIES. Comply with any requirements of any of the constituted public authorities, and with the terms of any state or federal statute or local ordinance or regulation applicable in LESSEE or his use of the demised premises, and indemnify LESSOR from penalties, fines, costs, or damages resulting from failure so to do. (d) FIRE. Use ever reasonable precaution against fire. (e) ENVIRONMENTAL PROTECTION. LESSEE agrees that he will not maintain or permit to be maintained any environmental hazards on the premises, including but not limited to hazardous chemicals, corrosive and explosive materials. Specifically, LESSEE shall do nothing upon the premises so as ~I (' tf.&u, to create the potential for damage to the environment which would result in a voiding of LESSOR'S insurance on the premises, or an increase in the premiums thereof, or in a lessening of policy coverage. LESSEE shall hold harmless and indemnify LESSOR for any claims or losses, including reasonable attorney's fees in defense thereof, caused by any harm or alleged harm to the environment as a result of his tenancy and this agreement to indemnify and hold harmless shall survive any termination of this lease. LESSEE shall not cause or permit the premises, use, disposal, storage or release of any hazardous substances on or in the property. LESSEE shall do nothing, nor allow anyone else to do anything affecting the property that is in violation of any environmental law or regulation. The preceding two sentences shall not apply to the presence, use, or storage on the leased . premises of small quantities of hazardous substances that are generally recognized to be appropriate to a business of the kind operated by LESSEE, or to the maintenance of the property, provided that they are used in complete compliance with the user instructions for such materials. LESSEE shall promptly give LESSOR written notice of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the property and any hazardo~s substance or environmental law of which LESSEE has actual knowledge. If LESSEE learns, or is notified by any governmental or regulatory authority, that any removal or other remediation of any hazardous substance affecting the property is necessary, LESSEE shall promptly take all necessary remedial actions in accordance with environmental law. As used in the paragraph, "hazardous substances" are those substances as defined as toxic or hazardous substances by environmental law and the following substances: gasoline, kerosene or other flammable or toxic petroleum products; toxic pesticides and herbicides; volatile solvents, materials containing asbestos or formaldehyde, and radio active materials. As used in this paragraph, "environmental law" means federal laws and laws of the jurisdiction where the leased premises is located that relate in health, safety or environmental protection. ( f) regulations Agreement. (g) SURRENDER OF POSSESSION. Peaceably 'deliver up and surrender possession of the demised to the LESSOR at the expiration or sooner termination of this lease, promptly delivering to LESSOR at its office all keys for the demised premises. RULES AND REGUlIATIONS. Comply with rules and of LESSOR promulgated as provided in this (h) NOTICE OF FIRE, ETC. Give to LESSOR prompt written notice of any accident, fire or damage occurring on or to the demised premises. ~ (i) CONDITION OF PAVEMENT. LESSEE acknowledges that he shall be sharing the driveway with other tenants, and he shall do nothing ta intertere with rights at way at ather tenants 'Or intertere with any ather activities at LESSOR 'Or LESSOR'S ather tenants. (j) AGENC~ ON REMOVAL. The LESSEE agrees that it with the permission in writing at LESSOR, LESSEE shall vacate 'Or decide at any time during the term at the lease, 'Or any renewal, ta vacate the demised premises, priar ta the expiratian at this lease, 'Or any renewal, LESSEE will not cause 'Or allaw any ather agent ta represent LESSEE in any subletting 'Or reletting at the demised premises ather than an agent nat unreasanably appraved by the LESSOR and that should LESSEE do sa 'Or attempt ta da sa, the LESSOR may remave any signs that may be placed an 'Or abaut the demised premises by such other agent without any liability ta LESSEE 'Or to the agent, the LESSEE assuming all responsibility far such action. 7. NEGATIVE COVENANTS OF LESSEE. LESSEE cavenants and agrees that he will do nane 'Of the follawing things withaut the cansent in writing of LESSOR. (a) USE OF PREMISES. Occupy the demised premises in any other manner 'Or far any other purpase than as abave set forth. -, .,' (b) ASSIGNMENT AND SUBLETTING. .Assign, mortgage or pledge this lease 'Or underlet or sublease the demised premises, 'Or any part 'Of it, or permit any ather persan, firm or carporation ta occupy the demised premises, or any part 'Of it, withaut the consent 'Of Lessor which shall nat be unreasanably withheld 'Or delayed, nat shall any assignee or sublease assign, mortgage which shall nat be unreasonably withheld or delayed or pledge this lease or such sublease, withaut an additional written consent by the LESSOR and without cansent no assignment, martgage 'Or pledge shall be valid. If the LESSEE becames embarrassed 'Or insalvent, or makes an assignment for the benefit of creditors, 'Or if a petition in bankruptcy is filed by or against the LESSEE or a bill in equity 'Or other proceeding far the appointment 'Of a receiver far the LESSEE is filed, 'Or if the real 'Or personal praperty of the LESSEE shall be sold 'Or levied upan by any sheriff, marshall 'Or constable, the same shall be a vialatian 'Of this cavenant. (c) SIGNS. Place 'Or allew te be placed and stand, a baeth, sign 'Or show case upon the doorsteps, vestibules or 'Outside walls 'Or pavements 'Of the premises, 'Or paint, place, erect 'Or cause ta be painted, placed 'Or erected any sign, prajectian 'Or devise an or in any part 'Of the premises. LESSEE shall remeve any signs, projectian or device painted, placed 'Or erected, if permissien has been granted and restere the walls, etc., te their farmer conditiens, at 'Or prier te qj?v~ " _ the expiration of this lease. In case of the breach of this covenant (in addition to all other remedies given to LESSOR in case of the breach ot any conditions or covenants ot this lease) LESSOR shall have the privilege ot removing the stand, booth, sign, showcase, projection or device, and restoring the walls, etc., to their tormer condition, and LESSEE, at LESSOR'S option, shall be liable to LESSOR tor any and all expenses so incurred by LESSOR. It is agreed that the Lessee shall be permitted to install a 4' x 2' sign on the wall at the entrance to the demised premises to the left side of the door. (d) ALTERATIONS, IMPROVEMENTS. Maker any alterations, improvements, or additions to the demised premises. See Rider paragraph 5. (e) HACHINERY. Use of operate any machinery that, in LESSOR'S reasonable opinion, is harmful in the building or disturbing to other tenants occupying other parts of it. (f) WEIGHTS. Place any weights in any portion of the demised premises beyond the safe carrying capacity of the structure. (g) FIRE 'INSURANCE. Do or allow to be done any act, matter or thing objectionable to the fire insurance companies so that the insurance or any other insurance new in force or hereafter to be placed on the demised premises, or any part it, or on the building or which the demised premises may be a part, shall become void or suspended, or whereby the same shall be rated as a more hazardous risk than at the day of execution of this lease, or employ any person or persons objectionable to the fire insurance companies or carry or have any benzene or explosive matter of any kind in and about the demised premises. In case of a breach of this covenant (In addition in all other remedies given to LESSOR in case of the breach of any of the conditions or covenants of this lease) LESSEE agrees to pay to LESSOR as additional rent any and all increase or increases of premiums on insurance carried by LESSOR on the demised premises, or an part of it, or on the building of which the demis~d premises may be a part, caused in any way by the occupancy of LESSEE. 8. LESSOR'S RIGHTS. LESSEE covenants and agrees that LESSOR shall have the right to do the following things and matters in and about the demised premises. (a) INSPECTION OF PREMISES. At all reasonable times by itself or its duly authorized agents to go upon and inspect the demised premises and every part of it and/or at its option to make repairs upon reasonable prior notice to Lessee alterations and additions to the demised premises or the building of which the demised premises }a a part. 17 ~ c;i!!u l.... " (b) RULES AND REGULATIONS. At any time or times and from time to time to make such rules and regulations as may fromr.'J) time to time be necessary for the safety, caJf..and cleanliness"\-1Iv- of the premises, and for the preservation of good order. Such ~ rules and regulations shall, when notice is given to LESSEE, , form a part of this lease. I r ~ (c) SALE OR RENT SIGN-PROTECTIVE PURCHASERS OR TENANTS. To display a -For sale" sign at any time, and also, after notice from either party or intention to terminate this lease, or at any time within three months prior to the expiration of this lease, a -For Rent" sign, or both -For Rent- and -For Sale" signs: and all of the signs shall be placed upon such part of the premises as LESSOR shall require. prospective purchasers or tenants authorized by LESSOR may inspect the premises at reasonable hours at any time. (d) DISCONTINUE FACILITIES AND SERVICE. The LESSOR may discontinue all facilities furnished and services rendered by LESSOR or any of them, not expressly covenanted for it being understood that they constitute no part of the consideration for this lease. .~, ... 't 9. ADDITIONAL RESPONSIBILITY OF LESSEE. LESSEE agrees to be responsible for and to relieve and hereby relieves the LESSOR from all liability by reason ot any injury or damage to any person or property in the demised premises, unless belonging to the LESSEE or any other person caused by any tire, breakage or leakage in any part or portion ot the demised premises, or any part or portion at the building or which the demised premises is a part, or trom water, rain or snow that may'leak into, issue or tlow tram any part ot the said premises, or ot the building ot which the demised premises ia a part, from the drains, pipes, or plumbing work or the same, or from any place or quarter, whether such breakage, leakage, injury or damage be caused by or result from the negligence at LESSOR or its servants or agents or any person or persons. LESSEE also agrees to be responsible for and to relieve and hereby relieves LESSOR from all liability by reason of any damage or injury to any person or thing which may arise from or be due to the use, misuse or abuse or all of any of the elevators, hatches, openings, stairways, hallways of any kind which may exit or hereafter be erected or constructed on the premises, or from any kind ot injury which may be caused on the premises or of which the demised premises is a part, unless such damage, lnjury, use, misuse or abuse be caused by or result from the neqliqence of LESSOR, its servants or agents q~ any other person or persons. 10. ADDITIONAL RESPONSIBILITY OF LESSOR. (a) TOTAL DESTRUCTION OF PREMISES. In the event that the demised premises is totally destroyed or 50 damaged by fire or other casualty that the same cannot be repaired or restored within 90 days, this lease shall absolutely cease and determine and rent shall abate for the balance of the term. (b) PARTIAL DESTRUCTION OF PREMISES. If the damage caused as above is only partial and such that the premises exclusive of improvements made by Lessee can be restored in their original condition within 90 days at its sole cost and expense, the LESSOR may at its option, restore the same with reasonable promptness, reserving the right to enter upon the demised premises for that purpose. The LESSOR also reserves the right to enter upon tHe demised whenever necessary to repair damage caused by fire or other casualty to the building or which the demises premises is a part, even though the effect of such entry is to render the demised premises or a part of it untenantable. In either event the rent shall be apportioned and suspended during the time the LESSOR is in possession, taking into account the proportion of the demised premises rendered untenantable and the duration of the LESSOR'S possession. (c) REPAIRS BY LESSOR. LESSOR shall make such election to repair the premises or terminate this lease by giving notice to LESSEE at the leased premises within thirty days from the day LESSOR received notice that the demised premises ~Lt .' had been destroyed or damaged by fire or other casualty. (d) DAMAGE FOR INTERRUPTION OF USE. LESSOR shall not be liable for any damage, compensation or claim by reason of inconvenience or annoyance arising from the necessary of repairing any portion of the building, the interruption in the use of the premises, or the termination of this lease by reason of the destruction of the premises. (e) REPRESENTATION OF CONDITION OF PREMISES. The LESSOR has let the demised premises in their present condition and without any representation on the part of the LESSOR, its officers, employees, servants and/or agents. It is understood and agreed that LESSOR is under no duty to make repairs or alterations at the time of letting or any time thereafter, except as provided herein. (f) ZONING AND MUNICIPAL REGULATIONS. It is understood and agreed that the LESSOR does not warrant or undertake that the LESSEE shall be able to obtain a permit under any zoning ordinance or regulation for such use as LESSEE intends to make of the said premises, and nothing in this lease shall obligate the LESSOR to assist LESSEE in obtaining this permit: the LESSEE further agrees that in the event a permit cannot be obtained by LESSEE under any zoning ordinance, or regulation, this lease shall not terminate without LESSOR'S consent, and the LESSEE shall use the premises only in a manner permitted under such zoning ordinance or regulation. LESSEE covenants and agrees that he has secured, or shall secure, all permits, approvals, consents and any other permissions or requirements mandated by the Borough of Carlisle or any other municipal authority or governmental agency prior to doing any act upon \ the premises. LESSEE shall hold harmless anlindemnifY LESSOR' against any municipal claims, actions or damages resulting . from LESSEE'S failure to comply with this paragraph. ' 11. MISCELLANEOUS AGREEMENTS AND CONDITIONS. (a) EFFECT OR REPAIRS ON RENTAL. No contract entered into or that may be subsequently entered into by LESSOR with LESSEE, relative to any alterations, additions, improvements or repairs, nor the failure of LESSOR to make such alterations, additions, improvements or repairs as required by any such contract, nor the making by LESSOR or its agents or contractors of such alterations, additions, improvements or repairs shall in any way affect the payment of the rent or other charges at the time specified in this lease. (b) AGENCY. It is hereby expressly agreed and understood that Sterling Realty and J. Michael Adler, Principal/Broker, is acting as agent only and shall not in any even be held liable to be owner or to LESSEE for the fulfillment or nonfulfillment of any of the terms or conditions of this lease, or for any action or proceedings ~ ".',"" ...y'"'....-"",.."'......,..........."., " that may be taken by the owner against LESSEE, or by LESSEE against the owner. (c) WAIVER OF CUSTOM. It is hereby covenanted and agreed that notwithstanding any law, usage or custom, LESSOR shall have the right at all times to enforce the covenants and provisions of this lease in strict accordance with its terms, notwithstanding any conduct or custom on the part of the LESSOR in refraining from so doing at any time or times: and, further, that the failure of LESSOR at any time or times to enforce its rights under these covenants and provisions strictly in accordance with the same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions and covenants of this lease or as having in any way or manner modified the same. (d) FAILURE OF LESS~E TO REPAIR. In the event of the failure of LESSEE promptly to perform the covenants of Section \.~' 6 (8) LESSOR may go upon the demised premises and perform ~ such Jovenants, the costs, at the sole option of LESSOR, to be d charged to LESSEE an additional and delinquent rent. 12. REMEDIES OF LESSOR. If the LESSEE: '. (a) Does' not pay in full when due any and all installments of rent 'and/or any other charge or payment reserved, included, or agreed to be treated or collected, as rent and/or any other charge, expense, or cost agreed to be paid by the LESSEE: or (b) Violates or fails to perform or otherwise breaks any covenant or agreement herein contained or (c) Vacates the demised premises or removes or attempts to remove or manifests an intention to remove any goods or property therefrom otherwise than in the ordinary and usual course of business without having first paid and satisfied the LESSOR in full for all rent and other charges then due or that may thereafter become due until the expiration of the then current term, above mentioned: or I (d) Becomes embarrassed or insolvent, or makes an assignment for the benefit of creditors, or if a petition in bankruptcy is filed by or against the LESSEE or a bill in equity or other proceeding for the appointment of a receiver for the LESSEE is filed or if proceedings for reorganization or for composition with creditors under any state or federal law are instituted by or against LESSEE, or if the real or personal property of the LESSEE shall be sold or levied upon by any sheriff, marshall or constable, then and in any or either of these events, there shall be deemed to be a breach of this lease, and ipso facto and without entry of other action by LESSOR: ~ (1) The rent for the entire unexpired balance of the term of this lease, as well as all other charges, payments, costs and expenses agreed to be paid by the LESSEE, or at the option of LESSOR any part of it, and also costs and officer's cOllllDissions including watchman's wages and further including the five percent chargeable by Act of Assembly to the LESSOR, shall, in addition to any and all installments of rent already due and payment herein reserved, lncluded or agreed to be treated or collected as rent, and/or any other charge, expense or cost agreed to be paid by the LESSEE which may be due and payable and in arrears, be taken to be due and payable in arrears as if by the terms and provisions of this lease, the whole balance of unpaid rent discounted at the rate of lot per year and other charges, payments: taxes, costs and expenses were on that date payable in advance; and if this lease or any part is assigned, or if the premises or any part is sublet, LESSEE hereby irrevocably constitutes and appoints LESSOR LESSEES agents to collect the rents due by such assignee or sublessee and apply the same to the rent due without in any way affecting LESSEE'S obligation to pay any unpaid balance of rent due hereunder or in the event of any of the foregoing at any time at ~~ option of LESSOR; (2) This lease and the term hereby created shall terminate and become absolutely void without any right on the part of the LESSEE, to save the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken; whereupon, LESSOR shall be entitled to recover damages for such breach in an amount equal to the amount of rent reserved for the balance of the term of this lease, less the fair rental value of the demised premises, for the residue of the term. 13. as above LESSOR'S FURTHER REMEDIES OF LESSOR. set forth in section 10, the behalf, as LESSOR'S option: In the event of any default LESSOR, or anyone acting on (a) may with notice or demand enter the demised premises for the purpose of distraining or levying and for any other purposes, and take possession of and sell all goods and chattels at auction, on three days' notice served in person on the LESSEE, or left on the premises, and pay ,the LESSOR out of the proceeds, and even if the rental is not due and unpaid, should the LESSEE at any time remove or attempt to remove good and chattels from the premises without leaving enough thereon to meet the next periodical payment. LESSEE authorizes the LESSOR to follow for a period of ninety days after such removal take possession of and sell at auction, upon like notice sufficient of such goods to meet the proportion of rent accrued at the time of such removal; and the LESSEE hereby releases and discharges the LESSOR, and his agents from all claims, actions suits, damages, and penalties for or by reason or on account of any entry, distraint, levy, appraisement or sale; and/or (b) may enter the premises, and without demand proceed distress and sale of the qoods there found to levy the rent and/or other charqes payable as rent, and all cost and officer's commissions, included watchmen's waqes and sums charqeable to LESSOR, and further includinq a sum equal to five percent of the amount of the levy as commissions to the constable or other person makinq the levy, shall be paid by the LESSEE, and in such case all costs, officers' commission and other charqes shall immediately attach and become part of the claim of LESSOR for rent, and any tender of rent without the costs, commission and charqes made after the issue of a warrant of distress shall not be sufficient to satisfy the claim of the LESSOR. LESSEE hereby expressly waives in favor of LESSOR the benefit of all laws now made or which may hereafter be made reqardinq any limitation on the qoods upon which, or the time within which, distress is to be made after removal of goods, and further relieves the LESSOR of the obligations of proving or identifyinq such goods, it beinq the purpose and intent of this provision that all goods of LESSEE, whether upon the demised premises or not, shall be liable to distress for rent. " (c) LESSEE waives in favor of LESSOR all rights under the Pennsylvania Landlord and Tenant Act of 1951, as amended, and all supplements and amendments that have been or may hereafter be passed, and authorizes the sale of any goods distrained for rent at any time after five days from distraint without any appraisement. r:.~pi.f:Llti,~ (d) The LESSEE further waives the right to issue a Writ\\"':o of n~pl~.en under the Pennsylvania Rules of civil procedure~~ No. 1071 et seq. and Laws of the Commonwealth of Pennsylvania AI. under any other law previously enacted or now in forth or lJ.X.U~ which may be hereafter enacted, for the recovery of any article, household goods, furniture, etc. seized under a distress for rent or levy upon an execution for rent, damages or otherwise: all waivers mentioned above are hereby extended in apply to any such action: and/or (e) Hay lease the premises or any part or parts of it to such person or persons as may in LESSOR'S discretion seem best and the LESSEE shall be liable for any loss of rent for the balance of the then current term. 14. EJECTMENT. When this lease shall be terminated by condition broker, either during the original term of this lease or any renewal or extension, and also when and as soon as the term hereby created or any extension shall have expired, it shall be lawful for any attorney as attorney for LESSEE to file an agreement for entering in any competent court an amicable action and judqment ~J in ejectment against LESSEE and all persons claiming under LESSEE for the recovery by LESSOR of possession of the demised premises, for which this lease shall be his sufficient warrant, whereupon, if LESSOR so desires, a writ of possession may issue, without any prior proceedings whatsoever, and provided that if for any reason after such action shall have been commenced the same shall be determined and the possession of the premises hereby demised remain in or be restored to LESSEE. LESSOR shall have the right upon any subsequent default or defaults, or upon the termination of this lease, to bring one or more amicable action or actions to recover possession of the said premises. 15. AFFIDAVIT OF DEFAULT. In any amicable action of ejectment and/or for rent in arrears, LESSOR shall first cause to be filed in such action an affidavit made by it or someone acting for it setting forth the facts necessary to authorize the entry of judgment, of which facts such affidavit shall be conclusive evidence, and if a true copy of this lease (and of the truth of the copy such affidavit shall be sufficient evidence) be filed in such action, it shall not be necessary to file the original as a warrant of attorney, any rule of Court, custom or practice to the contrary. 16. RIGHT OF ASSIGNEE OF LESSOR. All rights of lessor against LESSEE and to enforce all of the other provisions of this lease may, at the option of any assignee of this lease, be exercised by any assignee of the LESSOR'S right, title and interest in this lease in his, her or their own name, notwithstanding the fact that any or all assignments of the right, title and interest may not be executed and/or witnesses in accordance with the Act of Assembly of May 18, 1715, and all supplements and amendments that have been or may hereafter be passed and LESSEE hereby expressly waives the requirements of said Act of Assembly and any and all laws regulating manner and/or form in which such assignments shall be executed and witnessed. 17. REMEDIES CUMULATIVE. All of the remedies herein given to LESSOR and all rights and remedies given to it by law and equity shall be cumulative and concurrent. No termination of this lease or the taking or recovering of the premises shall deprive LESSOR of any of its remedies or actions against the LESSEE for rent due at the time or which, under its terms, would in the future become due as if there had been no termination, or for sums due'at the time or which, under its terms, would in the future become due as if there had been no termination, nor shall the bringing of any action for rent or breach of covenant or the resort to any other remedy hereinafter for the recovery of rent be construed as a waiver of the right to obtain possession of the premises. 18. CONDEMNATION. In the event that the premises demised or any part of it is taken or condemned for a public or quasi-public use, this lease shall, regarding the part so taken, terminate as of lLvl the date title shall vest in the condemnor, and rent shall abate in proportion to the square feet of leased space taken or condemned or ~ shall cease if the entire premises be so taken. In either event the LESSEE waives all claims against the LESSOR by reason of the complete or partial taking of the demised premises, and it is agreed that the LESSEE shall not be entitled to. any notice whatsoever of the partial or complete termination of this lease for this reason. 19. SUBORDINATION. This Agreement of Lease and all its terms, covenants and provisions are and each of them is subject and subordinate to any lease or other arrangement or right to possession, under which the LESSOR is in control of the demised premises, to the rights of the owner or owners of the demised premises and of the land or buildings of which the demised premises are a part; to all rights of the LESSOR'S landlord and to any and all mortgages and other encumbrances now or hereafter placed upon the demised premises or upon the land and/or the buildings containing the same; and LESSEE expressly agrees that if LESSOR'S tenancy, control, or right to possession shall terminate either by expiration, forfeiture or otherwise, then this lease shall thereupon, give immediate possession; and LESSEE hereby waives any and all claims for damages or otherwise by reason of such termination. 20. LEASE CONTAINS ALL AGREEMENTS. It is expressly understood and agreed by an between the parties that this lease and the riders attached to it and forming a part of it set forth all the premises, agreements, conditions and understandings between LESSOR on its Agent and LESSEE relative to the demised premises and that there are no promises, agreements, conditions or understandings either oral or written between them other than are set forth. It is further understood and agreed that, except as otherwise provided, no subsequent alteration, amendment, change or addition to this lease shall be binding upon LESSOR LESSEE unless reduced to writing and signed by them. 21. HEIRS AND ASSIGNEES. All rights and liabilities given to, or imposed upon, the respective parties shall extend in and bind the several respective heirs, executors, administrators, successors and assigns of the parties; and if there shall be more than one LESSEE, they shall all be bound jointly and severally by the terms, ~. covenants and agreements of this Agreement, and the wor~LESSEE" ~ shall be deemed and taken to mean each and every person or party A/- mentioned as a LESSEe be the same one or more; an~ if there shall ~~; be more than one LESSEE, and notice required or permitted by the terms of this lease may be given by or to anyone of them, and shall have the same force and effect as if given by or to all. No rights, however, shall inure to the benefit of any assignee of LESSEE unless the assignment to such assignee has been approved by LESSEE in writing. 22. HEADINGS NO PART OF LEASE. Any headings preceding the text of the paragraphs and subparagraphs of this Agreement are inserted solely for convenience or reference and shall not constitute a part of this lease, nor shall they affect its meaning, ~. " , RIDER A'l'TACHED TO AND MADE A PART OF BUSINESS PROPERTY LEASE BY AND BETWEEN GARDNER PROPERTIES PARTNERSHIP (LESSOR) AND VALPEY-FISHER CORPORATION (LESSEE) 1. LESS~ shall maintain the rest room in the building in good order and repair during the term hereof and shall be <::--L? responsible for maintenance and cleaning QR a d1ily Lu3i~ and for ~ the supply of all soap, tissues and other materials. ~ 2. LESSEE shall have the right to erect a sign on the building in accordance with the requirements set forth in Exhibit C hereof. 3. LESSEE shall have the right to install a holding tank in the Demised Premises for all water used on the Demised Premises and to install a connection between the holding tank and the water waste disposal system in the rest room outside of the Demised premises for the discharge of all water used on the Demised Premises. 4. LESSOR shall be responsible for all real estate taxes and subject to paragraph 13 and water and sewer rents assessed on the building. LESSOR shall also maintain the building and the Demised premises, inclUding .the parking lot, in good order and repair during the term hereof, which obligation shall include the roof, exterior walls, windows and doors, structure and mechanical and utility systems. Except Lessor shall not be responsible for maintenance and repair of any alterations made to existing utility and mechanical systems. Lessee shall repair and maintain the heating and air conditioning facilities in the demised premises as long as they are the only tenant in the area served by the existing heating and air conditioning equipment. Upon the rental by Lessor to a third party using the heating and air conditioning equipment, Lessor shall maintain and repair the heating and air conditioning equipment. 5. Notwithstanding any provlslon to the contrary set forth herein, LESSEE may make alterations, improvements or additions to the Demised Premises which do not adversely affect the structure of the building and LESSEE may remove such alterations, improvements or additions at the expiration uf the term hereof or LESSEE may allow the same to remain upon the Demised Premises, in which event LESSOR shall accept the Demised Premises with the consent of the Lessor which consent shall not be unreasonably withheld subject to such alterations, improvements or additions. 6. Notwithstanding any provision hereof to the contrary, LESSOR, prior to exercising any rights or remedies hereunder, shall send written notice of default to LESSEE by certified mail, return receipt requested, postage prepaid, to LESSEE'S address at the Demised Premises, which notice shall provide a grace period of ten (10) days for the curing of any non-monetary default. In the event that any non-monetary default cannot reasonably be cured within such thirty (30) day period, LESSEE shall not be deemed to be in ~ f " ~ . f .' IN WITNESS WHEREOF, the ---4l- day of the undersigned have executed this Rider ~ ' 1992. GARD PROPERTIES PARTNERSHIP By: By: .~ . .!. .. .. .' . . . '~~;jlt}11 . . co +-1- .. .' '.. . . Ii /13 , .:. i / .. 1 " ." . ,.,. 0 ~~ "- " ,.~ " .. 0 ..'" ., % -., ., .. " .: .. ., n .. ,. % lD l-- ~ . . .. .. .. ,. ii ., .. ii : " ~ " ~ ... ., ,. .. .1 .. . " " 2 " :; ,. <I D . ~ . I :r,.%...: . ~ ;; . " ,. ,. E .. . j <I g ~ QJC!l '. t;j n c:o ... :.. 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