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OFFICE LEASE,

Lease Agreement

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This Lease Agreement involves

U-STORE-IT, L.P.,

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Title: OFFICE LEASE,
Governing Law: Ohio     Date: 3/31/2005

OFFICE LEASE,, Parties: u-store-it  l.p.
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Exhibit 10.41

 

LEASE

 

THIS LEASE (“Lease”) is made as of this 29th day of March, 2005 and is effective as of January 1, 2005, between AMSDELL AND AMSDELL, an Ohio general partnership (“Landlord”) and U-STORE-IT, L.P., a Delaware limited partnership (“Tenant”).

 

ARTICLE I

 

PREMISES, TERM AND USE

 

1.1 Premises . In consideration of the rents, covenants and agreements herein contained, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the following described premises (“Premises”) consisting of a total of approximately Twenty One Thousand Eight Hundred Eighty Nine (21,889) square feet of space and being further described as follows:

 

(a) Approximately Seventeen Thousand Eight Hundred Eighty Nine (17,889) square feet of space known as Suites “105, 115, 130, 215 and 300” located in a building known as The Parkview Building (the “Parkview Building”), 6745 Engle Road, Middleburg Heights, Cuyahoga County, Ohio 44130. As used herein, “Landlord’s Property” means the real property described on Exhibit A and all improvements now or hereafter constructed thereon.

 

(b) Approximately Four Thousand (4,000) square feet of space known as Suites “E & F” located in a building known as Building IV (“Building IV”), 6751 Engle Road, Middleburg Heights, Cuyahoga County, Ohio 44130.

 

The Parkview Building and Building IV are hereinafter sometimes referred to as the “Building”.

 

1.2 Common Areas . Landlord hereby grants to Tenant a non-exclusive license to use, in common with all others to whom Landlord has or may hereafter grant such license, the Common Areas (as hereinafter defined) located on Landlord’s Property. “Common Areas” means the parking areas, roadways, pedestrian sidewalks, delivery areas, landscaped areas and all other areas or improvements designated by Landlord, from time to time, for the common use of the tenants or occupants of Landlord’s Property. Tenant shall keep the Common Areas free and clear of litter, trash and debris resulting from or attributable to Tenant’s operation from the Premises and shall cause its employees to park only in the portion of the Common Areas specifically designated by Landlord for parking. Parking shall not be permitted on Landlord’s Property for more than twenty-four (24) consecutive hours or on any public or private street adjacent to Landlord’s Property. Tenant shall not obstruct, interfere with or impede the use of the Common Areas. Landlord reserves the right, with respect to the Common Areas and Landlord’s Property, to (a) establish rules and regulations for the use thereof; (b) temporarily close all or any portion thereof as Landlord deems necessary to prevent the dedication thereof or the accrual of any rights to any person or to the public therein; (c) increase, diminish, change or reconfigure the layout of the Common Areas and to rent portions thereof; (d) install, place upon or affix to the roof over the Premises and the exterior walls of the Premises, such equipment, signs, displays, antennas and other objects or structures of any kind as Landlord may desire; and (e) increase, decrease, reconfigure and/or add to Landlord’s Property. Landlord shall maintain the Common Areas in good condition and repair and reasonably clear of snow and debris. Nothing herein contained shall be construed as requiring Landlord to remove any debris, ice or snow from the sidewalks adjoining the Premises, which shall be the responsibility of Tenant.

 

1.3 Term . Subject to Section 3.2(a) hereof, the term of this Lease shall be ten (10) years and shall commence on January 1, 2005 (“Commencement Date”) and end on December 31, 2014.


1.4 Option to Extend . Provided Tenant is not in default hereunder at the time of the exercise of the option to extend and/or at the commencement of the extension term, as the case may be, Landlord hereby grants Tenant one (1) option to extend this Lease for five (5) years upon the same terms and conditions contained herein, except that there shall be no further options to extend this Lease and Fixed Minimum Rent (as hereinafter defined) shall be established pursuant to Section 2.1(b) hereof. To exercise an option to extend, Tenant shall give Landlord written notice of Tenant’s election to do so at least six (6) months prior to the expiration of the original term.

 

1.5 Use . Tenant shall use the Premises for only the following use and purpose: general office purposes. Contemporaneously with the execution of this Lease, Tenant shall provide Landlord with a letter in the form of Exhibit B attached hereto and made a part hereof. Tenant acknowledges that Tenant has determined and verified that such use is permitted by applicable zoning and other laws. Landlord will obtain an occupancy permit from the City of Middleburg Heights for Tenant’s use of the Premises. Tenant shall use and occupy the Premises in a safe and careful manner, without committing or permitting waste, and Tenant shall, at Tenant’s sole cost and expense, conform to and obey all laws, ordinances, rules, regulations and orders of any governmental bodies having jurisdiction over the Premises applicable to the use and occupancy of the Premises and any repairs or work performed on the Premises by Tenant or at the request of Tenant. If Tenant’s activities on the Premises produce gases, vapors, odors, smoke or residuary material disturbing to Landlord or other tenants or occupants of Landlord’s Property, then upon Landlord’s request, Tenant shall immediately cease such activity or install ventilating or other equipment sufficient, in Landlord’s reasonable judgment, to eliminate the disturbance. If Tenant’s use of the Premises increases the cost of Landlord’s Insurance (as hereinafter defined) with respect to Landlord’s Property or the cost of insurance for any other tenant of Landlord’s Property, then Tenant shall reimburse Landlord or such other tenant, as the case may be, for such additional cost upon demand. Tenant shall not display or store any merchandise outside of the Premises or in any way obstruct the sidewalks adjacent thereto, or burn or place garbage, rubbish, trash, merchandise, containers or any other items outside of the Premises, except in suitable containers therefor in the areas designated for rubbish removal by Landlord. Unless Landlord provides rubbish removal services, in which event Tenant shall reimburse Landlord for the cost thereof within ten (10) days after demand, Tenant shall, at its sole cost and expense, provide for the removal of its rubbish as and when necessary as required to keep the Premises in a clean, safe and healthy condition, but in any event at least one (1) time per week. If Tenant fails to provide for the removal of its rubbish, then Landlord may cause the same to be removed and Tenant shall reimburse Landlord for the cost thereof immediately upon demand. Tenant will not permit the Premises to be vacant or abandoned or be used in any way which may be a nuisance, annoyance or inconvenience or which may result in damage to Landlord or other tenants of Landlord’s Property.

 

1.6 Hazardous Materials . Tenant shall not cause or permit any Hazardous Material (as hereinafter defined) to be brought upon, kept or used in or about the Premises or any other portion of Landlord’s Property. “Hazardous Material” means any substance or waste containing hazardous substances, pollutants or contaminants as those terms are defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., and any other substance similarly defined or identified in any other federal, state or local law, rule or regulation governing the manufacture, import, use, handling, storage, processing, release or disposal of substances or wastes deemed hazardous, toxic, dangerous or injurious to public health or to the environment. Hazardous Material also includes, without limitation, asbestos, asbestos-containing materials, petroleum or petroleum-based products, lead-based products, polychlorinated biphenyls (PCB’s), infectious wastes and radon.


ARTICLE II

 

RENT, OPERATING COSTS, OTHER CHARGES AND SECURITY DEPOSIT

 

2.1 Fixed Minimum Rent .

 

(a) Tenant shall pay to Landlord, without deduction, set-off or demand, as Fixed Minimum Rent (“Fixed Minimum Rent”) the following:

 

 

(i)

For the period from January 1, 2005 to June 30, 2005, the sum of One Hundred Nineteen Thousand Two Hundred Thirty and 02/100ths Dollars ($119,230.02) [Nineteen Thousand Eight Hundred Seventy One and 67/100ths Dollars ($19,871.67) per month].

 

 

(ii)

For the period from July 1, 2005 to December 31, 2005, the sum of One Hundred Forty Two Thousand Four Hundred Thirty Three and 52/100ths Dollars ($142,433.52) [Twenty Three Thousand Seven Hundred Thirty Eight and 92/100ths Dollars ($23,738.92) per month].

 

 

(iii)

For the period from January 1, 2006 to December 31, 2006, the sum of Three Hundred Eight Thousand Seventy and 60/100ths Dollars ($308,070.60) per annum [Twenty Five Thousand Six Hundred Seventy Two and 55/100ths Dollars ($25,672.55) per month].

 

 

(iv)

For the period from January 1, 2007 to December 31, 2008, the sum of Three Hundred Twenty Three Thousand Four Hundred Seventy Four and 04/100ths Dollars ($323,474.04) per annum [Twenty Six Thousand Nine Hundred Fifty Six and 17/100ths Dollars ($26,956.17) per month].

 

 

(v)

For the period from January 1, 2009 to December 31, 2010, the sum of Three Hundred Thirty Nine Thousand Six Hundred Forty Seven and 76/100ths Dollars ($339,647.76) per annum [Twenty Eight Thousand Three Hundred Three and 98/100ths Dollars ($28,303.98) per month].

 

 

(vi)

For the period from January 1, 2011 to December 31, 2012, the sum of Three Hundred Fifty Six Thousand Six Hundred Thirty and 16/100ths Dollars ($356,630.16) per annum [Twenty Nine Thousand Seven Hundred Nineteen and 18/100ths Dollars ($29,719.18) per month].

 

 

(vii)

For the period from January 1, 2013 to December 31, 2014, the sum of Three Hundred Seventy Four Thousand Four Hundred Sixty One and 68/100ths Dollars ($374,461.68) per annum [Thirty One Thousand Two Hundred Five and 14/100ths Dollars ($31,205.14) per month].

 

Monthly installments of Fixed Minimum Rent shall be payable to Landlord at the address of Landlord set forth in Section 8.11 hereof or at such other address as Landlord may, from time to time, direct. Each installment of Fixed Minimum Rent shall be due and payable in advance on the first day of each month during the term hereof except that the first month’s Fixed Minimum Rent shall be due and payable upon the execution of this Lease by Tenant. If Tenant occupies the Premises prior to the Commencement Date or for any partial month, then the Fixed Minimum Rent and all other charges hereunder for such period of occupancy prior to the Commencement Date or for such partial month shall be prorated on a daily basis based on a thirty (30) day month.


 

 

 

 

 

 

 

 

 

 

For Period


 

  

Monthly Fixed
Minimum Rent for
Premises


 

  

Monthly Payment for
Tenant’s Proportionate
Share of C.A.M.


 

  

Total Monthly
Payment


 

January 1, 2005 to June 30, 2005

  

$

19,871.67

  

$

0.00

  

$

19,871.67

July 1, 2005 to December 31, 2005

  

$

23,738.92

  

$

0.00

  

$

23,738.92

January 1, 2006 to December 31, 2006

  

$

25,672.55

  

$

0.00

  

$

25,672.55

January 1, 2007 to December 31, 2008

  

$

26,956.17

  

$

0.00

  

$

26,956.17

January 1, 2009 to December 31, 2010

  

$

28,303.98

  

$

0.00

  

$

28,303.98

January 1, 2011 to December 31, 2012

  

$

29,719.18

  

$

0.00

  

$

29,719.18

January 1, 2013 to December 31, 2014

  

$

31,205.14

  

$

0.00

  

$

31,205.14

 

(b) If Tenant timely exercises an option to extend pursuant to Section 1.4 hereof, then the Fixed Minimum Rent payable by Tenant during the renewal term shall be at the then prevailing market rates.

 

2.2 Common Area Maintenance Charges . The Fixed Minimum Rent payable hereunder includes Tenant’s Proportionate Share (as hereinafter defined) of all costs and expenses associated with Common Area Maintenance Charges (“C.A.M.”) incurred by Landlord during the calendar year 2005 (“Base Year”) in connection with the ownership, management, maintenance, repair and operation of Landlord’s Property, including, without limitation, a heating, ventilating and air-conditioning annual service agreement; maintaining, repairing, replacing, striping and sweeping parking lots, driveways and private roads, loading areas and easement areas; all electricity, sewer, water and other utility costs in connection with the Common Areas not separately metered to tenants; sewer and water usage for the Premises; landscape maintenance and replacement, snow removal; dumpster service; costs and expenses incurred by Landlord in protesting Taxes (as hereinafter defined), and all other items reasonably necessary for the operation or preservation of Landlord’s Property in a first-class condition, including any replacement or structural reserves; the cost of providing the fire monitoring for the Premises as provided by Silent Security Signal, a Division of Cleveland Security Patrol; and an administration fee equal to seven and one-half percent (7.5%) of the foregoing costs. In the event that the Landlord’s costs and expenses associated with C.A.M. exceeds the amount payable during the Base Year, then in such event, Tenant shall pay to Landlord in equal monthly installments, in advance with payments of Fixed Minimum Rent, an amount equal to one-twelfth (1/12 th ) of the estimated amount of Tenant’s Proportionate Share of C.A.M. Notwithstanding the foregoing, if Landlord’s costs and expenses associated with C.A.M. exceed the amount payable during the Base Year, in no event shall Tenant’s Proportionate Share of C.A.M. be increased during any Lease Year more than one percent (1%) per annum.

 

2.3 Utilities . The Fixed Minimum Rent payable hereunder includes all electricity, gas and any other utilities furnished to the Premises during the term hereof. Landlord shall have no liability to Tenant or any other party for any interruption in utility services or for the failure to furnish same. Notwithstanding the foregoing, Tenant shall be responsible for the payment of all electric charges for lights and outlets at the Premises.

 

2.4 Taxes and Assessments . The Fixed Minimum Rent payable hereunder includes Tenant’s Proportionate Share of all real estate taxes or assessments, both general and special (collectively, “Taxes”), levied upon the Property during the calendar year 2005 (“Base Year”) based upon an amount of One and 50/100ths Dollars ($1.50) per square foot per annum. Subject to the limitation hereinafter provided, in the event that the amount of Taxes payable during the term of this Lease exceed the amount of Taxes payable during the Base Year, then in such event Tenant shall pay to Landlord in equal monthly installments, in advance with payments of fixed minimum rent, an amount equal to one-twelfth (1/12) of the estimated amount of Tenant’s Proportionate Share of Taxes. Within thirty (30) days after the actual amount of Tenant’s Proportionate Share of Taxes has been determined by Landlord, based on the actual Taxes, Landlord shall notify Tenant and Tenant shall pay to Landlord or Landlord shall credit to Tenant’s account for future payments of Taxes, as the case may be, the difference between the estimated amount of Tenant’s Proportionate Share of Taxes


theretofore paid to Landlord for such year and the actual amount of Tenant’s Proportionate Share of Taxes for such year. Notwithstanding the foregoing, if Landlord’s costs and expenses associated with Taxes exceed the amount payable during the Base Year, in no event shall Tenant’s Proportionate Share of Taxes be increased during any Lease Year more than one percent (1%) per annum. The amount payable by Tenant pursuant to this Section 2.4 for the year in which this Lease commences or terminates shall be prorated based on the ratio of that portion of the term of this Lease to the applicable tax year. For purposes of this Section 2.4 and Sections 2.2 and 2.5 of this Lease, “Tenant’s Proportionate Share” means the percentage determined by dividing the number of square feet of floor area in the Premises by the total square feet of net leasable floor area from time to time contained in the buildings on Landlord’s Property. As of the date hereof, Tenant’s Proportionate Share of (i) the Parkview Building is 46.62% and (ii) Building IV is 14.29%. Tenant shall also pay to the applicable taxing authority when due any taxes or assessments levied against the personal property or trade fixtures brought to or installed at the Premises by or on behalf of Tenant.

 

2.5 Landlord’s Insurance . The Fixed Minimum Rent payable hereunder includes Tenant’s Proportionate Share of all costs and expenses incurred by Landlord for insurance (“Landlord’s Insurance”) covering or relating to the Property or the operation thereof, including, without limitation, casualty, liability, worker’s compensation and rental insurance, during the term of this Lease.

 

2.6 Late Charge and Default Interest . Notwithstanding anything in this Lease to the contrary, if Tenant fails to pay the Fixed Minimum Rent or any other charges due hereunder within five (5) days after due, then, in addition to and not in lieu of any other right or remedy available to Landlord, Tenant shall pay to Landlord (i) a late charge from the original due date until paid in full in an amount equal to Twenty-five Dollars ($25.00) per day or one and one-half percent (1.5%) per month, or fraction thereof, whichever is greater and (ii) interest on the unpaid amount at the Default Rate (as hereinafter defined) from the original due date until paid in full.

 

2.7 Lease Year . The term “Lease Year” shall mean the period of twelve (12) months commencing on the Commencement Date and ending on the day immediately preceding the first anniversary of the Commencement Date and each successive period of twelve (12) months thereafter during the term hereof.

 

2.8 Security Deposit . Concurrently with the execution of this Lease, Tenant shall deposit with Landlord the sum of Zero and 00/100ths Dollars ($0.00) (“Security Deposit”) as security for the full, prompt and faithful performance by Tenant of all of its obligations hereunder and thereafter during the continuance of this Lease shall maintain on deposit with Landlord said sum. Landlord may, without prejudicing any other rights or remedies set forth herein, apply the Security Deposit, or any part thereof, toward the cost and expense of curing any default by Tenant under this Lease (including the payment of Landlord’s attorney’s fees), in which event Tenant shall restore the Security Deposit to its original amount immediately after receipt of Landlord’s written request to do so. Within thirty (30) days following the termination of this Lease and vacation of the Premises by Tenant in the condition required by this Lease, the Security Deposit, or the portion thereof remaining unapplied after the curing of every default by Tenant, shall be returned to Tenant. No interest shall be payable to Tenant on account of the Security Deposit.

 

ARTICLE III

 

CONSTRUCTION OF IMPROVEMENTS

 

3.1 Possession . Subject to Section 3.2(a) hereof, Tenant shall take possession of the Premises in its “as-is” condition as of the Commencement Date, shall not permit the Premises to be vacant during the term of this Lease and at the end of the term of this Lease or on the earlier termination hereof, shall deliver all keys to Landlord and leave and deliver the Premises to Landlord broom clean and in good condition and repair, reasonable wear and tear only excepted. All


merchandise, property, material or waste left in the Premises (or adjacent interior or exterior areas) by Tenant after the end of the term of this Lease or the earlier termination hereof may be removed, stored, sold or otherwise disposed of by Landlord without notice to Tenant or liability to Landlord and Tenant shall reimburse Landlord for any costs incurred in connection therewith immediately upon demand.

 

3.2 Construction of Improvements .

 

(a) Landlord shall make the improvements to the Premises, if any, described as Landlord’s Work (“Landlord’s Work”) on Exhibit C attached hereto and made a part hereof. Landlord shall use reasonable efforts to substantially complete Landlord’s Work on or before the Commencement Date and shall provide Tenant notice of the occurrence thereof, but shall not be responsible for delays due to (i) causes beyond Landlord’s reasonable control, (ii) any act, delay or failure to act of Tenant, (iii) any changes requested by Tenant in Landlord’s Work or any work performed or to be performed by Tenant, (iv) the quality of performance or completion of any work by a person, firm or corporation employed by Tenant, (v) the work being performed by or on behalf of Tenant which, under good construction scheduling practices should be completed before portions of the Landlord’s Work are completed, is not completed by Tenant on schedule and/or results in delays in the completion of Landlord’s Work, and/or (vi) any other act or omission of Tenant, its agents, employees, or contractors, including, without limitation, any delay in giving authorization or approvals (in any instance, a “Tenant Delay”). Tenant shall be entitled, as Tenant’s sole remedy, to an abatement of the Fixed Minimum Rent otherwise due hereunder for any period following the Commencement Date during which the Premises remain unavailable for occupancy by Tenant because of Landlord’s failure to substantially complete Landlord’s Work; provided, however, that if Landlord, in Landlord’s sole judgment, is delayed in timely substantially completing Landlord’s Work because of any Tenant Delay, then there shall be no abatement of the Fixed Minimum Rent for the period of such Tenant Delay. Except for the abatement of the Fixed Minimum Rent as set forth in the previous sentence, Tenant waives and releases any and all claims for damages against Landlord resulting from the Premises remaining unavailable for occupancy by Tenant due to Landlord’s failure to substantially complete Landlord’s Work. The taking of possession of the Premises by Tenant shall be deemed conclusively to establish that Landlord’s Work has been completed and accepted by Tenant.

 

(b) On or before the Commencement Date, Tenant shall, at its sole cost and expense, supply all installations and complete the improvements and other work, if any, described as Tenant’s Work (“Tenant’s Work”) on Exhibit C , and shall fully equip the Premises with all trade fixtures, lighting fixtures, furniture, furnishings, fixtures, floor coverings, signs, special equipment and other items of construction and personal property necessary for the completion of the Premises and the proper operating of Tenant’s business therein.

 

(c) Tenant shall not undertake, directly or indirectly, Tenant’s Work or any other construction work, improvements or alterations (collectively, “Alterations”), nor shall Tenant install any equipment other than trade fixtures and personal property, in the Premises without first obtaining Landlord’s written approval of the plans and specifications (“Plans”) therefor. Within thirty (30) days after the execution of this Lease, Tenant shall submit the Plans to Landlord showing in detail the Alterations Tenant is required or desires to undertake in the Premises. The Plans shall be prepared at Tenant’s sole cost and expense by an engineer or architect of recognized competence, licensed to practice in the State of Ohio and otherwise acceptable to Landlord. Tenant shall revise the Plans in accordance with and within seven (7) days after receipt of Landlord’s comments. Tenant, at Tenant’s sole cost and expense, shall obtain all building, use and occupancy permits and licenses required by applicable governmental authorities for the Alterations, for the use of the Premises and for the conduct of Tenant’s business. Tenant shall make such changes to the Plans as may be required to conform the same to the laws and ordinances applicable to the Alterations. Landlord’s approval of the


Plans shall not constitute the assumption of any liability on the part of Landlord for their accuracy or conformity with building codes or any other legal requirements.

 

(d) The Alterations performed at the Premises by or on behalf of Tenant, including, without limitation, Tenant’s Work, whether in the nature of erection, construction, alteration or repair, shall be performed with new materials and completed in a first-class and workmanlike manner, promptly, efficiently and competently by duly qualified and, if required by Landlord, licensed persons or entities, without interference with or disruption of the operations of other tenants or users of Landlord’s Property, and in accordance with all applicable laws, ordinances, rules, regulations and requirements of any governmental authority having jurisdiction over the Premises, including, without limitation, the Americans with Disabilities Act of 1990, as amended. Subject to Section 3.3 hereof, the Alterations shall at once when made or installed be deemed to have attached to the freehold estate and become the property of Landlord and, except as otherwise provided herein, shall remain for the benefit of Landlord at the end of the term or other termination of this Lease in as good condition and repair as when installed, reasonable wear and tear excepted, and Tenant shall not be entitled to any payment or compensation therefor.

 

3.3 Trade Fixtures . If Tenant is not then in default hereunder, all trade fixtures, personal property and/or equipment installed in the Premises by Tenant may, and if Landlord so requests shall (together with any other Alterations made to the Premises by or for the benefit of Tenant if directed by Landlord to do so), be removed by Tenant at the end of the term or other termination of this Lease and Tenant shall immediately repair, at Tenant’s sole cost and expense, any injury to the Premises resulting from such installation or removal. If Tenant removes lighting fixtures, then Tenant shall restore and leave in operating order and with operating bulbs or tubes the equivalent of the lighting equipment in the Premises as of the Commencement Date.

 

3.4 Alterations . Tenant shall not make any Alterations nor shall Tenant cause or permit any equipment or apparatus to be installed or put upon or through the roof, walls or floors of the Premises without Landlord’s written consent. Any permitted Alterations to or installations in the Premises shall be effected by Tenant, lien free without cost to Landlord and subject to the requirements of Sections 3.2(c) and (d) hereof.

 

3.5 Signs . Tenant shall not place any signs on the exterior of the Premises without Landlord’s written consent, which consent shall not be unreasonably withheld, w


 
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