EXHIBIT 10.12
STATE OF SOUTH CAROLINA
COUNTY OF GREENVILLE
LEASE AGREEMENT
THIS LEASE, made and entered into this ____ day of July, 1994,
to be effective from February 1, 1993, by and between UNION
WAREHOUSE & REALTY COMPANY, a North Carolina corporation (Lessor),
and XXXX X. XXXXX, a citizen and resident of Mecklenburg County,
North Carolina (Lessee).
1. Leased Premises. Subject to the terms and conditions
hereinafter set forth, the Lessor does hereby let and lease unto
the Lessee those certain premises located in the County of
Greenville, State of South Carolina, and more particularly
described as 000 X. Xxxxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx.
2. Term. The term of this LEASE shall be for a period of
five (5) years, commencing on the first (1st) day of February,
1993.
2.1 No holding over after the regular termination of
this LEASE shall be termed a renewal thereof, but
shall be a tenancy at will, and such occupancy
shall be subject to the same conditions and
covenants (except for term) as herein set forth.
3. Rental. Effective February 1, 1993, the base rental to be
paid is the sum of THREE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS
per month for the period beginning February 1, 1993, and ending
January 31, 1998.
3.1 In the event that the period of this LEASE shall
begin on a day other than the first of the month,
then a pro-rata portion of the monthly rental shall
be paid upon occupancy and the first year period of
this LEASE shall begin on the first of the month
following such occupancy.
3.2 During the term of this LEASE the Lessee shall make
all payments due hereunder payable to Lessor at
000 Xxxxxxxxx Xxxxxx
P. O. Xxx 0000
Xxxxxx, Xxxxx Xxxxxxxx 00000
or at such other address as Lessor may designate
from time in writing to Lessee.
4. Renewal Option. The Lessor hereby grants to the Lessee
the option to renew or extend this LEASE for three (3) additional
terms of five (5) years, beginning at the expiration of each
successive term. Provided, however, that if the Lessee desires to
exercise this option, it shall give to the Lessor written notice of
such intention on or before ninety (90) days before the expiration
of the term of this LEASE, or any renewal thereof. All of the
terms and provisions of this LEASE shall apply to the renewal
terms, except that at the beginning of each renewal period the
rental shall be increased by the same percentage as the Cost of
Living Index has increased from the Index as of the date of the
beginning of occupancy by the Lessee. The Cost of Living Index
shall be measured by the Consumer Price Index--U. S. City Average
(1967=100) of the Bureau of Labor Statistics of the U. S.
Department of Labor, if such index shall be in use, and if not,
then by the index generally acceptable as being comparable thereto.
Provided, however, the rental for the first five year renewal term
shall not exceed $4,000.00 per month.
5. Quiet Possession. The Lessor covenants that he is the
lawful owner of the demised premises and has lawful authority to
enter into this AGREEMENT with Lessee. The Lessor agrees that the
Lessee shall enjoy said premises during said term free from the
adverse claims of any person and enjoy peaceful and quiet posses-
sion so long as Lessee pays the said rent and performs the other
terms and conditions as herein agreed.
5.1 The Lessee, at its own expense, shall comply with
all rules, regulations and requirements of the
State and City Governments or of the Government of
the United States or of any of the Departments or
Bureaus thereof applicable to the leased or demised
premises for the prevention or abatement of nuisan-
ces or other grievances arising out of the manner
of the occupancy of said premises during said term.
6. Taxes and Insurance. The Lessor shall pay all ad valorem
taxes assessed against the demised premises, and will, at its own
expense, cause the building and improvements located upon said
property to be adequately insured against fire or other casualty.
The Lessee will pay all extended coverage insurance premiums.
6.1 If the building becomes uninsurable because of
Lessee's occupancy and use of the premises, the
Lessee shall immediately deposit with Lessor cash
or other suitable security in an amount sufficient
to protect Lessor's interests; otherwise, Lessor
shall have the right to immediately terminate this
LEASE and take possession of the premises, giving
three days' written notice to Lessee of his
intention to do so.
6.2 The Lessee shall provide for all hazard insurance
on its own contents, furniture, fixtures and
equipment located in the leased premises.
6.3 The Lessee shall pay all personal property taxes on
property owned by it and located in the leased
premises.
7. Utilities. During the term of this LEASE, the Lessee will
pay for all electricity, heat, water and sewer charges, to the
extent that such charges are metered to the demised premises.
8. Maintenance. The Lessor agrees, at his expense, to main-
tain and keep in good repair the roof, principal structural mem-
bers, and exterior walls of the building upon the demised premises,
and to make any repairs necessitated by defects in the original
construction of the building located upon the demised premises. The
Lessee agrees to make all other repairs, except repairs to the roof
and exterior walls of the building, including repairs to the air
conditioning, plumbing, heating, electrical wiring systems, and
appliances, painting, glass and all equipment located in the build-
ing, and to keep the same in good condition and state of repair.
Provided, however, that the Lessee shall make all repairs which are
to be made by the Lessor under this Paragraph if such repairs are
occasioned by or through the negligence of the Lessee. The Lessee
will keep the grounds of the demised premises in a neat and
presentable condition.
8.1 The Lessee further agrees that, upon termination of
the LEASE, it will surrender the said premises in
as good order and condition as they were at the
beginning of the LEASE, ordinary wear and tear
excepted; and the Lessee further covenants and
agrees that it will make no unlawful or offensive
use of the premises.
9. Liability Insurance. The Lessee further agrees to hold
the Lessor harmless from any loss, cost, damage or expense arising
out of any accident or other occurrence causing injury to any
person or property and due directly or indirectly to the use or
occupancy of said premises by the Lessee, and the Lessee shall, at
its own expense, carry liability insurance in the minimum amount of
ONE HUNDRED THOUSAND ($100,000.00) DOLLARS for injury to one
person, THREE HUNDRED THOUSAND ($300,000.00) DOLLARS for injury to
more than one person arising out of one accident or occurrence, and
FIFTY THOUSAND ($50,000.00) DOLLARS for property damage, with a
good and responsible insurance company authorized to do business in
the State of North Carolina, which will insure and indemnify the
Lessor and Lessee against such loss or liability for loss, damage,
or expense, and shall deliver such policy(ies) of insurance, or
certificates therefor, to Lessor. Said policy(ies) shall name the
Lessor as an insured, as his interest may appear.
10. Liens. The Lessee agrees to pay and save harmless the
Lessor from any and all liens which might be placed against the
premises by persons making repairs or improvements not expressly
contracted for by Lessor.
11. Lessee's Default. It is expressly agreed that if any
monthly installment of rent is not paid on the due date as herein
called for, then the Lessor may, after giving the Lessee ten (10)
days' written notice of such default, declare this LEASE terminated
and cancelled and may take possession of said premises without
prejudice to any other remedies he may have.
11.1 If there be any other default by the Lessee in the
stipulations, agreements and covenants herein con-
tained, and if the Lessee fails to comply with any
of the provisions of this LEASE AGREEMENT, the
Lessor shall give the Lessee notice of such
default, and if the Lessee shall fail to comply
with such stipulations, agreements and covenants
within twenty (20) days after such notice, then it
shall be lawful for the Lessor to re-enter the
premises hereby leased, and all requirements of
notice are waived by Lessee, and Lessor reserves
all other legal remedies.
11.2 It is expressly agreed that if, at any time during
the term of this LEASE, the Lessee shall be
adjudged bankrupt or insolvent by any federal or
state court of competent jurisdiction, the Lessor
may, at his option, declare this LEASE terminated
and cancelled and take possession of said premises.
12. Inspections. The Lessee agrees that the Lessor, his
agents or other representatives, shall have the right, without
abatement of rent, to enter into and upon such premises, or any
part thereof, at all reasonable times for the purpose of examining
the same.
13. Personal Property and Fixtures. All personal property
placed on the demised premises, or any part thereof, shall be at
the risk of the Lessee or owners of such personal property, and
Lessor shall not be liable for any loss or damage to said personal
property or to the Lessee for any cause whatsoever not attributable
to or caused by defects in the original construction of the build-
ing.
13.1 The Lessee shall have the right and privilege upon
the termination of this LEASE to remove from the
demised premises all trade fixtures installed by
it, provided it be not in default hereunder; and in
so doing, the Lessee shall repair all damage to
said building that may have been caused by the
installation or removal thereof; and it will
surrender the demised premises in as good order and
condition as they were at the beginning of the term
hereof, ordinary wear and tear, and damage by fire
or other casualty beyond the control of the Lessee,
excepted. Provided, that any partitions or other
additions or improvements in said building, at
Lessor's option, shall be and remain the property
of Lessor.
14. Destruction. It is agreed between the parties hereto that
if the premises hereby let shall be destroyed or damaged by fire or
other casualty so as to become substantially untenantable, and if
the Lessor shall, by writing to be delivered to the Lessee within
ten (10) days after such damage or destruction, elect to rebuild or
repair said premises, commencing within fifteen (15) days after
such election to put the premises in as good condition as they were
at the time of destruction or damage, Lessor, for that purpose, may
enter said premises, and the rent shall xxxxx during the time said
premises are untenantable; but if the Lessor does not elect, as
aforesaid, to rebuild or repair and, in any event, such rebuilding
or repairs are not completed within 120 days after the date of such
fire or casualty, then the Lessor shall have possession of said
premises hereby let, and Lessee shall surrender and deliver to the
Lessor such possession, and this LEASE shall become void, and the
term hereby ended, and upon delivery and surrender being made or
upon recovery of said premises by the Lessor, the obligation to pay
rental shall cease.
14.1 It is agreed between the parties hereto that
if the premises hereby let shall be damaged by
fire, but not to the extent of becoming
untenantable then, in that case, the Lessor
shall rebuild or repair the premises within
ninety days' time, and the rental during such
time shall be proportionately abated;
provided, however, that the Lessor is able at
that time to obtain the necessary materials,
and in the event such materials are not
available within a reasonable time, the Lessee
may terminate this LEASE.
15. Condemnation. If the whole or a substantial portion of
the demised premises is taken by any governmental agency or cor-
poration vested with the right of exercise of eminent domain,
whether such taking be effected by Court action or by settlement
with the agency exercising or threatening to exercise such power,
and if the property so taken renders the remainder of said property
unfit for the use thereof by Lessee, then the Lessee shall have the
option to terminate this LEASE, which option must be exercised
within sixty (60) days of such taking. If the Lessee shall not so
elect to terminate, or if the taking does not interfere with
Lessee's use of the premises to the extent that Lessee does not
have an option to terminate, there shall be a permanent reduction
of the annual rental based upon the nature and extent of the
taking.
16. Signs. The Lessee shall have the right to erect reason-
able and normal signs relating to its business activities. The
care and maintenance of such signs shall be the responsibility of
the Lessee and shall remain the property of the Lessee.
16.1 It is further agreed that the Lessee shall not
paint on the outside walls of the building any
signs and that if the Lessee erects any sign or
signs on the building, that it will repair any
damage to the building occasioned by the removal of
such signs.
16.2 The Lessor or its designated agent shall have the
privilege of installing a "for lease" and/or "for
sale" sign on the leased premises during the last
90 days of the LEASE term or any extension thereof
and shall have the privilege of showing the leased
premises to prospective lessees or purchasers
during such 90-day period.
17. Assignment and Subletting. The Lessee shall not assign
this LEASE, or sublet any portion of the demised premises without
the written consent of Lessor, which consent shall not be
unreasonably withheld; and in the event of such subletting or
assignment, the Lessee shall remain bound under all obligations
hereunder.
17.1 In the event the Lessor at any time in writing
consents to the assignment of this LEASE or to the
subletting of the whole or any part of the demised
premises, such assignment or sublease shall be in
writing and shall be subject to the following
conditions:
17.1(a) That the said assignee or sub-lessee by
an instrument in writing in recordable
form shall assume and agree to keep,
observe, and perform all of the
agreements, conditions, covenants, and
term of this LEASE on the part of the
Lessee to be kept, observed, and
performed, and shall be and become
jointly and severally liable with the
Lessee for non-performance thereof;
17.1(b) That a duplicate-original of such instru-
ment of assignment or sublease and
assumption shall be delivered to the
Lessor as; soon as such assignment or
subleases and assumption shall have been
executed and delivered; and
17.1(c) That no further or additional assignment
of this Lease or sub-lease shall be made
except upon compliance with the
provisions of this Section 17.
18. Changes by Lessee. It is agreed that the Lessee shall
make no changes in the building without the written permission of
the Lessor, except as herein specified.
19. Subordination of LEASE. This LEASE, its terms and
conditions, and all leasehold interests and rights hereunder, are
expressly made, given and granted subject and subordinate to the
lien of any lending institution mortgage or deed of trust now or
hereafter imposed upon all or any part of the demised premises, and
Lessee agrees to execute and deliver to the Lessor, his successors,
or assigns or to any other person or corporation designated by the
Lessor, any instrument or instruments requested by the Lessor con-
senting to any such mortgage or trust deed placed upon the premises
and subordinating this LEASE thereto.
19.1 In the event of subordination, all rights of Lessee
under this LEASE shall be fully preserved and
protected as long as Lessee complies with all the
covenants or conditions herein assumed by it.
20. Late Charges. Any rental due Lessor under this LEASE
shall be considered past due for purposes hereof on the tenth
(1Oth) day of any month, and shall incur a penalty of four percent
(4%) of the monthly rental per month for that and each subsequent
month past due. Any other amounts payable to Lessor under this
LEASE, with the exception of rent, shall be considered past due
thirty (30) days from Lessor's billing date and shall incur a
monthly late charge of one and one-half percent (1.5%) for that and
each subsequent month past due.
21. Notices. All notices required to be given under this
LEASE shall be forwarded by registered or certified mail as
follows:
TO THE LESSOR: TO THE LESSEE:
UNION WAREHOUSE & REALTY CO. XXXXX ELECTRIC SUPPLY, INC.
000 Xxxxxxxxx Xxxxxx 000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000 Xxxxxxxxx, XX 00000
21.1 Such address may be changed from time to time by
either party by serving notice as above provided.
22. Waiver of Subrogation of Insurance. To the extent of the
Lessee's insurance coverage, Lessee hereby releases Lessor, and all
agents, servants, employees, and licensees of Lessor from any and
all liability for any loss or damage caused by fire or any of the
extended coverage casualties, even if such fire or other casualty
shall be brought about by the fault or negligence of Lessor or
other person or persons claiming the benefit of such release;
provided, however, this release shall be in force and effect only
with respect to loss or damage occurring during such time as
Lessee's policies of fire and extended coverage insurance shall
contain a clause to the effect that this release shall not
invalidate said policies or the right of Lessor to recover there-
under. Lessee agrees that its fire and extended coverage insurance
policies will include such a clause so long as the same is
obtainable. If extra cost is chargeable therefor, Lessee shall pay
the same. Lessee shall give Lessor prompt written notice of the
unobtainability of such clause.
22.1 To the extent of Lessee's insurance coverage on
Lessee's tangible personal property on the demised
premises, Lessee hereby releases Lessor and all his
agents, servants, and employees, from any and all
liability for any loss or damage caused to said
tangible personal property by fire, or any of the
extended coverage casualties, even if such fire or
other casualty shall be brought about by the fault
or negligence of Lessor or his agents, servants and
employees; provided, however, this release shall be
in force and effect only with respect to loss or
damage occurring during such times as Lessee's
policies of fire and extended coverage insurance
shall contain a clause to the effect that this
release shall not invalidate said policies or the
right of Lessee to recover thereunder. Lessee
agrees that its fire and extended coverage
insurance policies will include such a clause so
long as the same is obtainable. If extra cost is
chargeable therefor, Lessee shall pay the same.
Lessee shall give Lessor prompt written notice of
the unobtainability of such clause.
23. Rights of Payment Upon Default. The Lessee agrees that if
it shall, at any time, fail to pay any taxes and to provide and pay
for any insurance required of it under the terms of this LEASE,
then Lessor may, at his option, without liability, pay such taxes
or provide and pay for such insurance and charge the actual cost
thereof to Lessee as additional rental to be due on the next rental
due date.
23.1 Lessor further agrees that Lessee shall also have
the right, at its option, without liability of
forfeiture, to pay, when due or within the grace
period permitted, any installment of mortgage
indebtedness upon the demised premises when the
payment thereof shall be necessary to preserve
Lessee's leasehold interest hereunder, and to
deduct the payment thereof from the rent thereafter
falling due hereunder.
23.2 Lessee agrees to pay as rent, in addition to the
rental herein provided, any and all sums which may
become due by reason of the failure of Lessee to
comply with all the covenants of this LEASE and any
and all damages, costs and expenses which the
Lessor may suffer or incur by reason of any default
of the Lessee, or failure on its part to comply
with the covenants of this LEASE, and any and all
damages, costs, and expenses which the Lessor may
suffer or incur by reason of any default of the
Lessee, or failure on its part to comply with the
covenants of this LEASE and each of them, and also
any and all damages to the demised premises caused
by any act or neglect of the Lessee. Upon
notification from any first Mortgagee on the
aforementioned demised property, the Lessee hereby
agrees to give said Mortgagee thirty (30) days'
notice in writing of any defaults under this LEASE
in order that said Mortgagee may have the right to
cure said defaults at its sole option.
24. Complete Agreement. This written LEASE contains the
entire agreement between the parties, and it shall not be altered
or modified except in writing signed by the parties hereto.
LESSOR:
UNION WAREHOUSE & REALTY CO.
Attest By:
President
Secretary
(Corporate Seal) LESSEE:
XXXX X. XXXXX
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
I, the undersigned Notary Public in and for the County and
State aforesaid, certify that __________________________ personally
came before me this day and acknowledged that he is Secretary of
UNION WAREHOUSE & REALTY CO., a Corporation, and that, by authority
of its Board of Directors duly given and as the act of the
corporation, the foregoing LEASE was signed in its name by its
President and sealed with its corporate seal and attested by him as
its Secretary.
Witness my hand and notarial seal, this ___ day of
_____________, 1994.
Notary Public
My Commission Expires:
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
I, the undersigned, a Notary Public in and for said County and
State, do hereby certify that XXXX X. XXXXX personally appeared
before me this day and acknowledged the due execution of the
foregoing instrument for the purposes therein expressed.
WITNESS, my hand and notarial seal, this ___ day of
_________________, 1994.
Notary Public
My Commission Expires:
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