\n1st YEAR = 1992 $806,400 = RENT 1
\n2nd YEAR = 1993 (RENT 1 + BCPI 12\/31\/92) = RENT 2
\n3rd YEAR = 1994 (RENT 2 + BCPI 12\/31\/93) = RENT 3
\n4th YEAR = 1995 (RENT 3 + BCPI 12\/31\/94) = RENT 4
\n5th YEAR = 1996 (RENT 4 + BCPI 12\/31\/95) = RENT 5
\n<\/c><\/s><\/caption>\n<\/table>\nSuch rental is based on the agreement that the premises include 224,000 square
\nfeet of ground level building space with an annual rental rate of $3.60 per
\nsquare foot as well as additional space on the second floor of such building for
\nwhich no additional charge is currently allocated.<\/p>\n
FIRST RENEWAL<\/p>\n
2. NFTA agrees to renew this lease for an additional term of five (5)
\nyears at the option of Sierra at the same annual rental adjusted by the BCPI for
\nthe period from April 1, 1992 through March 31, 1997 plus the increase, if any,
\nin the BCPI as of December 31, 1996 and thereafter annually increased in a
\nmanner as described in Table 1, above, throughout the renewal period. Such
\nrental shall be payable in equal monthly installments in advance and without
\nnotice on the first day of each month during the renewal term. Except as to
\nrental and subject to such charge which the parties shall in good faith
\nnegotiate for. the above mentioned additional space on the second floor of the
\nbuilding on premises, the leasing shall be upon the same terms and conditions
\nhereof, provided that Sierra has duly performed the agreements, terms and
\nconditions herein set forth and provided that Sierra shall give to NFTA notice
\nin writing of its election to renew no later than ninety (90) days prior to the
\nexpiration of the lease.<\/p>\n
SECOND RENEWAL<\/p>\n
3. If the option to renew provided for in Paragraph 2 is exercised,
\nNFTA agrees to renew this lease for a third term of five (5) years for an annual
\nrental calculated in the same manner as for the option in Paragraph 2, above, at
\nthe option of Sierra, provided that Sierra shall give to NFTA notice in writing
\nof its election to renew no later than one hundred and <\/p>\n
twenty (120) days prior to the expiration of the then existing term.<\/p>\n
PARKING<\/p>\n
4. Sierra shall have the right to use, during the term hereof and any
\nrenewal thereof, the parking area provided by NFTA for Plant 3 and outlined in
\nExhibit A, attached hereto and made a part hereof, for parking for its employees
\nand invitees. NFTA further agrees that Sierra shall have the right of first
\nrefusal to occupy or utilize for such parking the area marked “optional parking”
\non Exhibit A.<\/p>\n
UTILITY, MAINTENANCE AND REPAIR COSTS (ESCROW)<\/p>\n
5. Sierra, at its sole expense and in addition to the rental and
\nadditional rent herein otherwise required, SHALL PAY FOR ALL UTILITIES (EXCEPT
\nWATER PENDING RESERVOIR REPAIRS) and provide all maintenance, upkeep and repair
\nof the demised premises except structural repairs to the perimeter walls and
\nroof, repairs to the driveways and parking lots, repairs to the fire protection
\nreservoir and snow plowing and snow removal. Such snow plowing and snow removal
\nshall, however, be provided by Sierra on an interim basis subject to
\nreimbursement of the cost thereof from the ESCROW FUND hereinafter described.<\/p>\n
Sierra further agrees, from and after completion of certain
\nroof and wall restorations, paving and repairs to the fire protection reservoir
\nas provided in Paragraph 6, below, to maintain the exterior perimeter walls,
\nroofs, roads, driveways, and parking lots and perform snow plowing and fire
\nprotection reservoir repairs and maintenance up to the amount of escrow funding,
\nas defined below. The parties agree that the estimated cost for Sierra to
\nperform this maintenance is Seventy-eight Thousand Four Hundred Dollars
\n($78,400) annually based on additional rent of No and 35\/100 Dollars ($0.35) per
\nsquare foot plus increases based on the BCPI as calculated in accordance with
\nTable 1, above.<\/p>\n
This escrow amount shall be paid in equal monthly installments
\nby Sierra to NFTA as an additional rent and held by NFTA in escrow in an
\ninterest bearing account and separately accounted such that the escrow fund is
\nto be applied solely to payments made by Sierra for such maintenance to said
\nexterior walls, roofs, fire protection reservoir, roads, driveway, and parking
\nlots and to snow plowing and removal. In the event that additional funding may
\nbe necessary for Sierra to fully maintain the exterior perimeter walls, roofs,
\nfire protection reservoir,<\/p>\n
roads, driveways, and parking lots and provide snow plowing and removal, Sierra
\nwill so advise NFTA and NFTA will have the prerogative of either separately
\nfunding such efforts or delaying such effort until a subsequent renewal term of
\nthis lease. Sierra will submit its invoices detailing the costs incurred in
\nperforming such maintenance to NFTA’s Manager of Property, or his delegate, for
\nreimbursement of such expenses. Reimbursement of all such approved amounts will
\nbe made within thirty (30) days or Sierra will be entitled to deduct such
\namounts from its next monthly rental payment provided that there are moneys
\navailable in the maintenance escrow. The parties agree that the maintenance
\nactivity to be performed by Sierra will include all costs to perform the
\nrequired maintenance activity. The parties further agree that if there is any
\nbalance remaining in the maintenance escrow at the expiration of the initial
\nterm, or any subsequent renewal term, the balance shall be carried forward to
\nthe next renewal term or, if there is no renewal, the escrow account will be
\nretained by NFTA to be used to benefit the demised premises or as NFTA may deem
\nappropriate.<\/p>\n
STRUCTURAL ROOF AND WALL RESTORATION, AND PAVING (CAPITAL)<\/p>\n
6. Sierra shall be responsible to accomplish certain specific
\nstructural restoration in accordance with the design and statement of work
\noutlined in ATTACHMENT 1 To include structural and watertight roof repairs, fire
\nprotection reservoir repairs, and paving. Such repairs shall be subject to prior
\nwritten NFTA approval of plans and specifications and to periodic review and
\ninspection by representatives of NFTA who shall be responsible for assuring that
\nthe resulting repairs meet all applicable building codes. Sierra shall be
\nresponsible for performing the work to the satisfaction of NFTA’s
\nrepresentatives and paying for the work, including competitively procuring the
\nservices of subcontractors as necessary and paying such subcontractors. NFTA
\nshall promptly reimburse Sierra for performing such work including the cost for
\nSierra personnel who are utilized to accomplish this work. NFTA shall provide
\nsuch reimbursement no later than sixty (60) days following acceptance of such
\nwork by NFTA and submission by Sierra of an itemized voucher with supporting
\ndocuments and appropriate receipts. If such payment is not made within such
\nsixty (60) day period, Sierra may elect to deduct the amount due from its
\nmonthly rental. NFTA shall, after acceptance of such structural restorations,
\nrelease Sierra from liability for defects in design or in materials or
\nworkmanship used in construction thereof except that Sierra shall cooperate and
\nparticipate with NFTA in enforcing liability of any architects or contractors<\/p>\n
performing such design or such restoration and in enforcing warranties furnished
\nby material suppliers or manufacturers.<\/p>\n
ELECTRICAL SERVICE<\/p>\n
7. NFTA agrees to provide during the term hereof, or any renewal term,
\nelectrical service including transformer equipment to provide nominally four
\nhundred sixty (460) volts, sixty (60) cycle, three (3) phase, eighteen hundred
\n(1800) ampere (1500 KVA) to the Plant 3 for use by Sierra. In the event Sierra
\nrequires additional electrical service, Sierra agrees to bear the cost of
\ninstalling such additional service.<\/p>\n
WATER DISTRIBUTION SYSTEM<\/p>\n
8. NFTA agrees to provide an adequate water distribution system in
\naccordance with standards of the National Fire Protection Association to the
\nwalls of the Plant 3 premises. Sierra shall maintain the sprinkler system (to
\nsame requirements) within the Plant 3 premises from points of connection at the
\nplane of the demising walls. In addition, Sierra will maintain the pump house
\nfacility and all equipment found therein as well as the fire protection
\nreservoir, to exclude all pipes or other elements of the water supply and
\ndistribution system outside the walls of the pump house, or the reservoir, and
\nwill, under the terms of Paragraph 5, pay all costs for water so long as the
\npump house is supplying water solely to the Plant 3 premises.<\/p>\n
FORCE MAJEURE<\/p>\n
9. In case of damage by fire or other action by the elements to either
\nPlant 3 or Plant 1, and if the damage is so extensive as to amount practically
\nto the total destruction of the demised premises or any portion thereof or of
\nPlant 1 and NFTA shall within a reasonable time decide not to rebuild, this
\nlease shall cease and come to an end as to said Plant 3 or Plant 1,
\nrespectively, and rent shall be apportioned to the time of the damage. In other
\ncases where the demised premises are partially damaged, NFTA shall repair the
\ndamage with reasonable dispatch after notice of damage, and if the damage has
\nrendered the premises untenantable, in whole or in part, there shall be an
\napportionment of the rent until the damage has been repaired. In determining
\nwhat constitutes reasonable dispatch, consideration shall be given to any delay
\ncaused by strikes, adjustment of insurance and other causes beyond NFTA’s
\nreasonable control.<\/p>\n
10. NFTA and Sierra hereby release the other from any and all liability
\nor responsibility to the other or anyone claiming through or under them by way
\nof subrogation or otherwise for any loss or damage to property covered by fire
\ninsurance or any of the extended coverage of supplementary casualties contract
\nmaintained by either party, even if such fire or casualty was caused by the
\nnegligence of the herein benefited party or anyone for whom such party may be
\nresponsible.<\/p>\n
FIRE INSURANCE<\/p>\n
11. NFTA agrees to keep the demised premises fully insured against fire
\nand other risks covered by standard New York fire policy with extended coverage
\nduring the term hereof. NFTA shall deliver to Sierra certificates of insurance
\nevidencing such coverage on request. Fire and casualty insurance coverage for
\ncontents owned by Sierra shall be the sole responsibility of Sierra. Sierra
\nagrees that it will continue to maintain the fire truck loaned to Sierra for
\nfire emergency assistance, and to use this fire truck solely for the purpose of
\nassisting in fires at NFTA structures and the parties agree that it is primarily
\nintended to be back-up assistance for such fires that may arise during a major
\naircraft or other catastrophe that taxes the capacity of the fire fighting
\nequipment maintained by NFTA in the Greater Buffalo International Airport. Any
\nother use is subject to NFTA’s prior approval and NFTA’s agreement that such use
\nis deemed necessary to support such extraordinary emergencies.<\/p>\n
COMPLIANCE WITH APPLICABLE LAWS<\/p>\n
12. Sierra shall promptly execute and comply with all statues,
\nordinances, rules, orders, regulations and requirements of the Federal, State,
\nand local governments and of any and all of their departments and bureaus
\napplicable to the demised premises, or to Plant 1, and shall also promptly
\ncomply with and execute all rules, orders and regulations of the New York State
\nBoard of Fire Underwriters for the prevention of fires at Sierra’s own cost and
\nexpense; except that in the event compliance with such governmental statues,
\nordinances, rules, orders, regulations and requirements or the rules, orders and
\nregulations of such Board would require structural alterations to the demised
\npremises beyond those provided for in Paragraphs 5 and 6, above, same shall be
\nmade by NFTA.<\/p>\n
TAXES<\/p>\n
13. Unless otherwise provided herein, Sierra shall pay any and all
\ntaxes assessed and levied against the demised premises, as well as any special
\nassessment imposed for any purpose whatsoever during the term hereof or any
\nrenewal, provided however, that NFTA’s current status as to tax exemption is not
\nchanged. Taxes related solely to the property exclusive of Sierra’s use are to
\nbe paid by NFTA.<\/p>\n
ALTERATIONS<\/p>\n
14. Sierra shall have the right to make alterations to the demised
\npremised during the term, regardless of whether same are structural or
\nnon-structural; provided that the value of the demised premises is not lessened
\nthereby and provided that in the event of structural alterations, plans and
\nspecifications shall be subject to prior written approval of NFTA, which
\napproval shall not be unreasonably withheld, and Sierra shall install same in
\naccordance therewith. Sierra shall protect and save NFTA harmless from any
\nliability for any claim of persons performing services or furnishing materials
\nfor use in the performance of such alterations and shall pay all such claims to
\nprevent the filing of liens. If any such liens are filed, Sierra shall remove
\nsame by bond or otherwise within thirty (30) days after notice thereof.
\nImprovements made to the demised premises shall become part of the real
\nproperty, except for any trade fixtures or any personal property of Sierra, and
\nNFTA specifically waives any right, title, lien or claim on same, regardless of
\nwhether such trade fixtures or personal property could be construed as
\n“Leasehold Improvements” and regardless of the method of attaching same to the
\ndemised premises. Upon removal of any such trade fixtures or personal property,
\nSierra shall, at its sole cost and expense, restore the premises and the
\nimprovements which shall have become a part of the real property to the
\ncondition in which such premises and improvements would have existed but for
\nsuch removal.<\/p>\n
EXPIRATION OF LEASE<\/p>\n
15. At the expiration of the term hereof or any renewal term, Sierra
\nshall vacate the demised premises and surrender the same in as good order and
\ncondition as when received, reasonable wear and tear, and damage from the
\nelements and act of God excepted. If Sierra shall fail to remove any trade
\nfixtures or other personal property upon expiration of the term hereof, or any
\nrenewal term, then in that event, the said fixtures and personal property shall
\nbe deemed abandoned by Sierra and shall become the property of NFTA, or in the
\nalternative, at the sole <\/p>\n
option of NFTA, may be removed and disposed of by NFTA and any cost incurred in
\nconnection with such removal and disposition shall be paid by Sierra.<\/p>\n
SUBLEASES<\/p>\n
16. Sierra shall have the right to sublet any part of the demised
\npremises during the term hereof or any renewal term to any person, or
\ncorporation that shall meet with the prior written approval of NFTA, which
\napproval shall not be unreasonably withheld. Permission is hereby granted to
\nSierra upon prior written notice to NFTA, to sublet to any government agencies
\nor other companies engaged in aeronautical fields or taking part in the National
\nDefense Program without the necessity of obtaining NFTA prior written approval.<\/p>\n
INSPECTION<\/p>\n
17. Sierra agrees that NFTA and its agents and other representatives
\nshall have the right to enter into and upon the demised premises or any part
\nthereof, at all reasonable hours, for the purpose of inspecting same or making
\nsuch repairs or alterations therein as may be necessary for the safety and
\npreservation thereof.<\/p>\n
SIGNS<\/p>\n
18. Sierra shall not place or cause or allow to be placed any sign or
\nsigns of any kind whatsoever in or about the entrance of the demised premises or
\nany other part of the exterior thereof, except in or at such place or places as
\nmay be consented to by NFTA in writing, which consent shall not be unreasonably
\nwithheld. NFTA hereby approves the now existing signs of Sierra.<\/p>\n
GLASS REPLACEMENT<\/p>\n
19. In the event that any of the glass in any of the windows contained
\nin the demised premises shall be broken during the term of this lease or any
\nrenewal term, the same shall be replaced with like kind and quality by Sierra at
\nits own expense, unless such breakage is caused by the act or omission of NFTA
\nor its employees, agents, servants or invitees in which event same shall be
\nrepaired by NFTA.<\/p>\n
INDEMNIFICATION<\/p>\n
20. Sierra shall indemnify, defend, and save harmless NFTA from and
\nagainst any and all liability, penalties, damages, expenses and judgments by
\nreason of any injury or claim of injury to persons or property of any nature
\nwhatsoever arising out of the use, occupation and control of the demised
\npremises by Sierra at any time during the term hereof or any renewal, including
\nthose resulting from any work in connection with alterations, changes, new
\nconstruction or demolition related thereto performed by Sierra unless otherwise
\nagreed to; provided that Sierra shall not be so liable for any such liability,
\npenalties, damages, expenses and judgments occasioned by the negligence of NFTA,
\nits employees, agents, servants, or invitees. Sierra is hereby subrogated to any
\nrights of NFTA against any other parties whosoever in connection therewith. NFTA
\nshall promptly notify Sierra of any claim asserted against NFTA on account of
\nany such injury or claimed injury to persons or property and shall promptly
\ndeliver to Sierra the original or a true copy of any summons or process,
\npleading or notice served in any suit or other proceeding to assert or enforce
\nany such claim. Sierra shall have the right to defend any such suit with
\nattorneys of its own selection. NFTA shall have the right, if it sees fit, to
\nparticipate in such defense at NFTA’s expense.<\/p>\n
NFTA shall indemnify and save Sierra harmless from and against
\nany and all liabilities, penalties, damages, expenses or judgments arising out
\nof the violation or alleged violation of any environmental laws, whether
\nfederal, state or local with respect to Plant 1 and with respect to Plant 3
\nunless said violation solely arose out of the action or failure to act on the
\npart of Sierra or on the part of Sierra Research Corporation or its successors
\nduring occupancy of premises as predecessors of Sierra.<\/p>\n
INSURANCE REQUIREMENTS<\/p>\n
21. At all times throughout the term or any renewal term of this
\nagreement, Sierra shall keep in force a policy of general liability insurance
\nissued by an insurer authorized to do business in the State of New York which
\nshall protect Sierra and shall name the NFTA as an additional insured against
\nlosses imposed by law or assumed in any written contract (including contractual
\nliability assumed by Sierra under this agreement) and arising from injury or
\ndeath of a person or persons or damage to the property of others. Such insurance
\nshall be in a minimum amount of Two Million Dollars ($2,000,000) aggregate
\ncoverage per occurrence, and may be effected by overall blanket, umbrella or
\nexcess coverage policies provided, however, that at <\/p>\n
least Five Hundred Thousand Dollars ($500,000) is effected by a comprehensive
\nliability insurance policy.<\/p>\n
To the extent not covered by the liability insurance listed
\nabove, Sierra shall, during any period of construction, reconstruction or
\nremodeling on premises or any part thereof, maintain in effect a policy of
\nOwners and Contractors Protective Liability Insurance naming NFTA as an
\nadditional insured in limits equal to those above prescribed for general
\nliability insurance coverage.<\/p>\n
Sierra shall also maintain in effect Workers Compensation
\nInsurance and other employee benefit insurance as may be required by law
\ntogether with such other or additional insurance in such amounts and covering
\nsuch other insurable hazards as NFTA may, from time to time, reasonably require.<\/p>\n
All of such insurance shall be evidenced by a Certificate of
\nInsurance reciting coverage for NFTA as an additional insured except with
\nrespect to Workers Compensation insurance which certificate shall be furnished
\nto NFTA within ten (10) days of the execution of this agreement and shall at
\nleast thirty (30) days written notice to NFTA of any proposed nonrenewal,
\ncancellation, lapse or material change in coverage under any such policy. NFTA
\nshall have the further right to request and have delivered to it duplicates of
\nsuch insurance policies for the purpose of determining compliance with the above
\nlisted insurance requirements.<\/p>\n
AVAILABILITY OF UTILITY SERVICES<\/p>\n
22. NFTA’s obligation to supply utilities to the demised premises or to
\nPlant 1 is subject to and contingent upon the availability of the utilities to
\nNFTA.<\/p>\n
SUSPENSION OF UTILITY SERVICES<\/p>\n
23. NFTA reserves the right to suspend utility services to the demised
\npremises or to Plant 1 for a reasonable length of time with respect to heating,
\nplumbing and electrical system components located outside of the demising walls
\nwhen necessary by reason of accident or to make emergency repairs. Any
\nsuspension of such services and systems for normal alterations or replacement of
\nsuch outside lines shall be done when and for such period of time as is mutually
\nagreed upon between NFTA and Sierra.<\/p>\n
CANCELLATION<\/p>\n
24. NFTA may cancel this agreement by giving Sierra sixty (60) days
\nprior written notice upon or after the happening of any one of the following
\nevents, and Sierra’s failure to remedy such event of default within the period
\nof the written notice so given by NFTA:<\/p>\n
(a) filing by Sierra of a voluntary petition in
\n bankruptcy or the adjudication of Sierra as bankrupt
\n pursuant to voluntary or involuntary proceedings to
\n the extent such filing does not preclude cancellation
\n of this Agreement by NFTA;<\/p>\n
(b) the appointment of a receiver for Sierra’s assets;<\/p>\n
(c) the divestiture of Sierra’s estate herein by other
\n operation of law or as provided herein;<\/p>\n
(d) the default by Sierra in the performance of any
\n covenant or any other agreement required to be
\n performed, except nonpayment of rent, for which
\n Sierra shall have only a ten (10) day period to cure
\n any default in payment of rent after receipt of
\n written notice of default thereof from NFTA.<\/p>\n
NON-DISCRIMINATION, AFFIRMATIVE ACTION, AND DISADVANTAGED BUSINESS ENTERPRISES<\/p>\n
25. Sierra agrees to comply with Public Authorities Law Section 2604
\nand Sections 2875 and 2876 of such law and New York State provisions of law and
\nregulation concerning non-discrimation which are to be considered as
\nincorporated in this agreement, as well as Federal regulations regarding
\ndiscrimination, Affirmative Action, and Disadvantaged Business Enterprises as
\ndescribed in the Exhibit C, hereto annexed, which are likewise herein
\nincorporated.<\/p>\n
PEACEFUL POSSESSION<\/p>\n
26. Sierra upon paying the rental and subject to all the terms and
\ncovenants of this lease on Sierra’s part being kept and performed, shall have
\nquiet and peaceful possession of the demised premises without hindrance or
\nmolestation by any person.<\/p>\n
PLANT 1 MANAGEMENT AGREEMENT
\n —————————-<\/p>\n
27. NFTA hereby agrees to allow Sierra to continue to occupy those
\npremises in Plant 1 as outlined in Exhibit B including parking spaces as noted
\ntherein for approximately eighty (80) vehicles, attached hereto and made a part
\nhereof, for a period of no longer than ONE (1) YEAR COMMENCING APRIL 1, 1992 AND
\nENDING NO LATER THAN MARCH 31, 1993. This occupancy is solely for the
\nconvenience of the parties since Sierra is preparing available space in Plant 3
\nto move its remaining personnel currently located in Plant 1, and NFTA has not
\nyet located new tenants. In consideration for allowing Sierra to continue such
\noccupancy, Sierra agrees to pay NFTA during the term hereof a payment calculated
\non the basis of $1.76 per square foot for 30,250 square feet in equal monthly
\ninstallments of $4,436.67 in advance and without notice on the first day of each
\nmonth during the term hereof, except that the first installment shall be paid
\nupon execution hereof. Sierra and NFTA agree that NFTA may find additional
\ntenants for Plant 1 and Sierra agrees that to accommodate such additional
\ntenants it will adjust the space occupied by Sierra either by further reducing
\nits occupancy, and thereby being entitled to a pro-rata rental reduction, or by
\nshifting its occupancy within Plant 1 at no expense to NFTA to accommodate such
\nnew tenant. Sierra may also further reduce its occupancy within Plant 1, and its
\npayment at the same square foot payment rate, to meet its needs but in no event
\nwill it REDUCE ITS OCCUPANCY IN PLANT 1 DURING THE TERM BELOW 10,000 SQUARE
\nFEET.<\/p>\n
A credit of Seven Thousand Eight Hundred Thirty-six and no\/100
\nDollars ($7,836.00) will be granted to Sierra for reduction in its occupancy of
\nspace in Plant 1 during the month of March, 1992 from approximately 80,000
\nsquare feet to 30,250 square feet. Such credit shall be applied at the same time
\nas adjustments are made to reflect differences between payments due for
\noccupancy of Plant 1 and Plant 3 under the terms of this agreement as compared
\nwith actual payments made by Sierra during the months of April, 1992, through
\nNovember, 1992, inclusive, for such occupancy. All such adjustments shall be
\ndetermined promptly after final execution of this agreement and net credits due
\nto Sierra shall be deducted from payments due and payable for the month of
\nDecember, 1992.<\/p>\n
From and after March 31, 1993, Sierra may extend this
\nagreement on the same terms and conditions on a month-to-month basis until such
\ntime as either party shall give the other party written notice of termination to
\nbe effective not sooner than 30 days after the date of such notice. During such
\nextension of this agreement, Sierra may from time to time, upon 30 days<\/p>\n
advance written notice to NFTA, reduce its occupancy to such area of less than
\n10,000 square feet as Sierra shall determine is adequate to its needs.<\/p>\n
PLANT 1 UTILITIES<\/p>\n
28. Sierra shall pay the cost of all utilities for Plant 1 and the
\nsurrounding facility throughout the term of this lease subject to the following
\nconditions:<\/p>\n
(a) Sierra shall maintain the level of utilities in the
\n most efficient manner and has the right, so long as
\n it is the sole tenant, to turn off any utilities it
\n is not using to the extent practical so long as such
\n utilities are not needed to minimally maintain the
\n surrounding facility in good working order, including
\n any outside lights either on the building or in the
\n parking area.<\/p>\n
(b) In the event a new tenant begins to occupy any
\n portion of Plant 1 NFTA agrees to require such new
\n tenant to establish separate utility meters at no
\n expense to Sierra or pay a pro-rated share if more
\n practical. The parties will negotiate in good faith
\n whether the addition of a new tenant reasonably
\n requires Sierra to continue to pay the cost of the
\n utilities to minimally maintain the balance of the
\n facility in good working order.<\/p>\n
(c) Any new tenant will be required to establish a
\n telephone system without tying to Sierra’s existing
\n telephone system.<\/p>\n
(d) Sierra will continue to pay any applicable property
\n tax in full through December 31, 1992 except that any
\n new tenant will be required by NFTA to pay a pro-rata
\n share based on space occupied relative to the entire
\n facility space which the parties agree to be 80,000
\n square feet. After December 31, 1992 either NFTA or
\n any such new tenants) shall be responsible for any
\n property tax.<\/p>\n
PLANT 1 NEW TENANT ASSISTANCE<\/p>\n
29. Sierra further agrees to provide assistance to NFTA under the terms
\nof this Management Agreement to provide support to NFTA in making space in both
\nPlant 1 and the surrounding <\/p>\n
facility suitable for new tenants as such new tenants may require. Such
\nassistance will include but not be limited to providing design services and\/or
\nbuilding additional walls to separate new tenant’s area, separation of utility
\nlines, and building interior office spaces. Such assistance as may be provided
\nshall be reimbursable to Sierra by NFTA on an at-cost basis approvable by NFTA’s
\nGeneral Manager of Engineering or his designee.<\/p>\n
IN WITNESS HEREOF, the parties hereto have executed this
\nAgreement on the day and year first above written.<\/p>\n
NIAGARA FRONTIER TRANSPORTATION AUTHORITY<\/p>\n
By: \/s\/
\n ————————————–
\n Executive Director<\/p>\n
Date: 1\/4\/93
\n ————————————<\/p>\n
SIERRA RESEARCH DIVISION
\n SIERRA TECHNOLOGIES INC.<\/p>\n
By: \/s\/ John T. Buck
\n ————————————–
\n John T. Buck
\n President<\/p>\n
Date: DECEMBER 18, 1992
\n ————————————<\/p>\n
ACKNOWLEDGEMENT OF PRINCIPAL – IF CORPORATION
\n ———————————————<\/p>\n
STATE OF NEW YORK )
\nCOUNTY OF ERIE ) SS:<\/p>\n
On this 18TH day of DECEMBER, 1992, before me personally came
\nand appeared JOHN T. BUCK, to me known, who, being duly sworn, did depose and
\nsay that he\/she resides at ______________________________________________ that
\nhe\/she is the PRESIDENT of SIERRA TECHNOLOGIES, SIERRA RESEARCH DIVISION the
\ncorporation described in and which executed the foregoing instrument, that
\nhe\/she knows the seal of said corporation, that one of the impressions affixed
\nto said instrument is an impression of such seal, that it was so affixed by
\norder of the directors of said corporation, and that he\/she signed his\/her name
\nthereto by like order.<\/p>\n
\/s\/ Roger D. Cleary
\n —————————
\n Notary Public<\/p>\n
STATE OF NEW YORK )
\nCOUNTY OF ERIE )
\nCITY OF BUFFALO )<\/p>\n
On this 4TH day of JANUARY, 1993, before me the subscriber,
\npersonally came RICHARD T. SWIST, to me known, who being by me duly sworn, did
\ndepose and say that he is the Executive Director of the NFTA and exeucted the
\nforegoing Instrument.<\/p>\n
\/s\/ James L. Lovallo
\n —————————
\n Notary Public<\/p>\n
ATTACHMENT I
\n 485 Cayuga Road<\/p>\n
(NFTA\/Sierra Lease Agreement – 4\/1\/92 to 3\/31\/97)<\/p>\n
General Statement – Sierra is responsible for accomplishing the projects
\nidentified below as prescribed in Paragraph 6 of the subject lease.<\/p>\n
1. ROOF STRUCTURAL REPAIR<\/p>\n
A study of the roof structure deficiencies was made by Trautman
\n Associates in March of 1987 and subsequently amended by a supplemental
\n report in January 1988 for the purposes of phasing the structural
\n repairs.<\/p>\n
The report of 1988 delineated five phases for the permanent repairs of
\n the roof structure. Phases 1 and 2 were completed in 1988 (East and
\n West wings). Phases 3, 4, and 5 remain to be accomplished.<\/p>\n
Sierra will accomplish these remaining structural repairs by soliciting
\n an architect who will design the method of repair, with appropriate
\n drawings and develop a statement of work along with estimated costs for
\n the total repair. Sierra will establish the priority for the work, such
\n that the roof over Bay 2 is accomplished as soon as possible. The
\n repair will be to the satisfaction of the NFTA and shall commence upon
\n final approval of plans, specifications and cost by the NFTA. Sierra
\n Facilities Engineering may act as Administrator and Construction
\n Manager for the duration of this project to minimize impact on employee
\n displacement during actual repairs.<\/p>\n
1a. ROOF WATERTIGHTNESS<\/p>\n
One element of the above stated roof structure repair work is
\n replacement of a significant number of structural roof slabs. As a
\n result, the roof membrane will need to be removed and replaced. Under
\n this activity Sierra is to assure that upon completion of this
\n structural element of the roof repair that the entire roof is returned
\n to a watertight condition. Supplemental to the flat deck
\n watertightness, Sierra shall cap the exterior building columns and
\n parapet walls, and shall assure watertightness of the east wing roof
\n and the star building roof.<\/p>\n
2. PARKING LOT REPAVING<\/p>\n
Roadway and parking lot areas at 485 Cayuga Road which have been
\n identified as in need of major repair are depicted on Exhibit A as
\n Areas 1, 1A, and 2 through 6. The total <\/p>\n
estimated square footage in need of repair, as stated on Exhibit A, is
\n approximately 89,600 square feet. Estimates for the cost of this
\n repaving amount to approximately $100,000.<\/p>\n
3. FIRE PROTECTION RESERVOIR REPAIR<\/p>\n
In order to assure proper fire protection, leaks that have been
\n detected in the fire protection reservoir are in need of repair. Past
\n engineering studies, performed during the redesign of the fire
\n protection pump house, recommended that the fire protection reservoir
\n be repaired with an impermeable liner. Sierra may hire an appropriate
\n design firm and, in conjunction with the NFTA, determine the best
\n method of repair or replacement. Consultation with the respective fire
\n insurance underwriters representing Sierra and NFTA will be required.<\/p>\n
September 16, 1996<\/p>\n
VI. (B) (h) RENEWAL OF LEASE AGREEMENT, SIERRA TECHNOLOGIES, INC.,
\n ——————————————————
\n FACILITIES AT 485 AND 247 CAYUGA ROAD, BUFFALO, NY
\n ——————————————————<\/p>\n
RECOMMENDATION:<\/p>\n
Staff recommends the Board authorize renewal of the Agreement between
\nNFTA and Sierra Technologies, Inc., providing for the continued lease and
\nmanagement of NFTA property and facilities at 485 and 247 Cayuga Road, Buffalo,
\nNY, for the five (5) year term commencing April 1, 1997.<\/p>\n
BACKGROUND:<\/p>\n
The agreement between NFTA and Sierra Research, Inc., entered into in
\n1992, provides for the lease and management of facilities at 247 and 485 Cayuga
\nRoad and included two (2) options for renewal for periods up to five (5) years
\neach.<\/p>\n
The proposed renewal agreement includes a five (5) year term commencing
\nApril 1, 1997 and extends through March 31, 2002. In addition to the specific
\nprovisions of the 1992 agreement, Sierra Research, Inc., has agreed that rental
\npayments to the Authority under this renewal shall be no less than $5,037,660.
\nRental payments will include adjustments based on changes in the CPI for Buffalo
\n(BCPI) and computed in the following manner:,<\/p>\n
\n\n TABLE 1
\n ——-<\/p>\n
\nFirst Year $918,252 +BCPI 12\/31\/96 = RENT 1
\nSecond Year Rent 1 + BCPI 12\/31\/97 = RENT 2
\nThird Year Rent 2 + BCPI 12\/31\/98 = RENT 3
\nFourth Year Rent 3 + BCPI 12\/31\/99 = RENT 4
\nFifth Year Rent 4 + BCPI 12\/31\/00 = RENT 5
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n Further an additional rent of no less than $89,280 ($5.40 per sq. ft.
\nplus BCPI 12\/31\/96) shall be paid in the first year for certain costs associated
\nwith the operation and maintenance of the facilities at 485 Cayuga Road. For
\nyears 2-5 the additional rent shall be calculated in the same manner in
\naccordance with TABLE 1 above. Sierra will continue to provide assistance and<\/p>\n
September 16, 1996
\nVI. (B) (h) continued<\/p>\n
support to NFTA so as to effectively manage and operate these and other Property
\nManagement facilities in accordance with the lease renewal agreement.<\/p>\n
FUNDING:<\/p>\n
No funding is required.<\/p>\n
After discussion, it was moved by Commissioner Greenfield, seconded by
\nCommissioner Martino, that the following Resolution be adopted:<\/p>\n
“RESOLVED, that the Board hereby authorizes renewal of
\n the Agreement between NFTA and Sierra Technologies,
\n Inc., for the lease, operation, management, and
\n maintenance of facilities located at 247 and 485 Cayuga
\n Rd., Buffalo, NY, for the period commencing April 1,
\n 1997 through March 31, 2002; and<\/p>\n
BE IT FURTHER RESOLVED, that the Executive Director,
\n his designee and\/or the Chairman be and hereby are
\n authorized to enter into a renewal Agreement with
\n Sierra Technologies, Inc., said Agreement providing for
\n the lease, operation, management, and maintenance of
\n facilities located at 247 and 485 Cayuga Rd., Buffalo,
\n NY, consistent with terms and conditions set forth in
\n the Agreement between the parties dated December 18,
\n 1992, for lease of said facilities, as referenced
\n hereinabove, and as negotiated by the parties for the
\n period commencing April 1, 1997 through March 31, 2002;
\n and<\/p>\n
BE IT FURTHER RESOLVED, that said Renewal Agreement
\n shall include such additional terms, covenants and
\n safeguards to the Authority as deemed appropriate by
\n General Counsel.”<\/p>\n
AYES: GIOIA, WADSWORTH, WESSEL, WILLIAMSON, GREENFIELD,
\n ANTHONY, MARTINO, GISEL, KAHL<\/p>\n
NOES: NONE
\n ADOPTED
\n ——-<\/p>\n
FIRST AMENDMENT TO LEASE
\n AGREEMENT<\/p>\n
THIS AMENDMENT TO LEASE AGREEMENT is made this 30TH day of October,
\n2000, between the Niagara Frontier Transportation Authority, a public benefit
\ncorporation established by Chapter 717 of the Laws of 1967 of the State of New
\nYork, (hereinafter referred to as “NFTA”) and SierraTech, Inc., formally known
\nas Sierra R & Z Acquisition Corp., a Delaware Corporation, (hereinafter referred
\nto as “Lessee”).<\/p>\n
WHEREAS, the NFTA and Sierra Research Division\/Sierra Technologies,
\nInc., (hereinafter referred to as “Sierra”) have heretofore entered into a
\ncertain Lease Agreement dated December 18, 1992, renewed on September 16, 1996
\npursuant to which Sierra leased certain premises from NFTA at the Airport
\nBusiness Complex (the “Agreement”) which Agreement was assigned to Sierra R & Z
\nAcquisition Corp., now known as SierraTech, Inc., pursuant to an Assignment and
\nAssumption of Lease dated June 30, 1999; and<\/p>\n
WHEREAS, parties wish to amend and\/or supplement certain terms and
\nconditions of the Agreement to provide for the extension to term of the
\nAgreement and a cap to the annual rent escalator; and<\/p>\n
NOW THEREFORE, in consideration of the extension of the term and the
\ncapping to the rent escalator and the mutual covenants and promises hereinafter
\ncontained, and other good and valuable consideration, receipt whereof is hereby
\nacknowledged, the parties agree as follows:<\/p>\n
1. All capitalized terms not otherwise defined herein shall have the
\nmeaning ascribed to them in the Agreement.<\/p>\n
2. Paragraphs numbered 1, 2 and 3 respectively are hereby deleted in
\ntheir entirety and replaced with the following paragraphs:<\/p>\n
NFTA hereby leases to Lessee and Lessee hereby hires and takes from
\nNFTA those premises outlined in Exhibit A (previously attached and incorporated
\ninto the Agreement), including use of the aircraft tarmac area adjoining the
\nnorth east corner of the building generally known as Bay 7 together with
\nappurtenances and ingress and egress at Plant 3 (the “demised premises”) for a
\nterm commencing on April 3, 1992 and ending on March 31, 2007. Lessee agrees to
\npay NFTA during the term hereof annual rental of Eight Hundred Six Thousand,
\nFour Hundred and 00\/100 Dollars ($806,400.00), payable in equal monthly
\ninstallments of Sixty-seven Thousand, Two Hundred and 00\/100 Dollars
\n($67,200.00), in advance and without notice on the first day of each month
\nduring the term hereof plus increases annually based upon the consumer price
\nindex for all urban consumers northeast region as reported by the U.S. Bureau of
\nLabor Statistics (“CPI”) as set forth in Table 1 below or beginning in the tenth
\nlease year, two percent 2% of the annual rent for the previous lease year,
\nwhichever is lower.<\/p>\n
\n\n TABLE I
\n ——-<\/p>\n
\n1st YEAR = $806,400 = RENT 1
\n2nd YEAR = (RENT 1 + CPI 12\/31\/92) = RENT 2
\n3rd YEAR = (RENT 2 + CPI 12\/31\/93) = RENT 3
\n4th YEAR = (RENT 3 + CPI 12\/31\/94) = RENT 4
\n5th YEAR = (RENT 4 + CPI 12\/31\/95) = RENT 5
\n6th YEAR = (RENT 5 + CPI 12\/31\/96) = RENT 6
\n7th YEAR = (RENT 6 + CPI 12\/31\/97) = RENT 7
\n8th YEAR = (RENT 7 + CPI 12\/31\/98) = RENT 8
\n9th YEAR = (RENT 8 + CPI 12\/31\/99) = RENT 9
\n10th YEAR = (RENT 9 + CPI 12\/31\/00) = RENT 10
\n11th YEAR = (RENT 10 + CPI 12\/31\/01) = RENT 11
\n12th YEAR = (RENT 11 + CPI 12\/31\/02) = RENT 12
\n13th YEAR = (RENT 12 + CPI 12\/31\/03) = RENT 13
\n14th YEAR = (RENT 13 + CPI 12\/31\/04) = RENT 14
\n15th YEAR = (RENT 14 + CPI 12\/31\/05) = RENT 15
\n<\/c><\/s><\/caption>\n<\/table>\n Such rental is based on the agreement that the demised premises include
\n224,000 square feet of ground level building space with an annual rental rate of
\n$3.60 per square foot as well as additional space on the second floor of such
\nbuilding for which no additional charge is currently allocated.<\/p>\n
3. EFFECTIVENESS AND RATIFICATION. This Amendment to Agreement provided
\nherein shall be effective on the day and year first above-written. Except as
\nexpressly provided herein, the remainder of the Agreement shall be unaffected
\nhereby and shall otherwise remain in full force and effect.<\/p>\n
IN WITNESS WHEREOF, the parties have executed This Amendment on the day
\nand year first above-written.<\/p>\n
NIAGARA FRONTIER SIERRATECH, INC.
\nTRANSPORTATION AUTHORITY<\/p>\n
\/s\/ Lawrence M. Mecklre \/s\/ Kenneth Jenkins
\n————————————– ————————————–
\nBY: Lawrence M. Meckler BY: Kenneth Jenkins
\nTITLE: Executive Director TITLE: PRESIDENT\/ CEO<\/p>\n
STATE OF NEW YORK )
\nCOUNTY OF ERIE )<\/p>\n
On the 30TH day of OCTOBER in the year 2000 before me, the
\nundersigned, a notary public in and for said state, personally appeared KENNETH
\nM. JENKINS, personally known to me or proved to me on the basis of satisfactory
\nevidence to be the individual(s) whose name(s) is(are) subscribed to the within
\ninstrument and acknowledged to me that he\/she\/they executed the same in
\nhis\/her\/their capacity(ies), and that by his\/her\/their signature(s) on the
\ninstrument, the individual(s) or the person upon behalf of which the
\nindividual(s) acted, executed the instrument.<\/p>\n
\/s\/ Sharon M. Stiffler
\n ———————————–<\/p>\n
STATE OF NEW YORK )
\nCOUNTY OF ERIE )<\/p>\n
On the 30TH day of OCTOBER in the year 2000 before me, the
\nundersigned, a notary public in and for said state, personally appeared LAWRENCE
\nM. MECKLER, personally known to me or proved to me on the basis of satisfactory
\nevidence to be the individual whose name is subscribed to the within instrument
\nand acknowledged to me that he executed the same in his capacity and that by his
\nsignature on the instrument, the individual or the person upon behalf of which
\nthe individual acted executed the instrument.<\/p>\n
\/s\/ Mary E. Perla
\n —————————<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7871],"corporate_contracts_industries":[9474],"corporate_contracts_types":[9603,9579],"class_list":["post-41736","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-integrated-defense-technologies-inc","corporate_contracts_industries-aerospace__ordnance","corporate_contracts_types-land__ny","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41736","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41736"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41736"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41736"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41736"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}