HIGHLANDS PARK ASSOCIATES
X/X XXXXX-XXXXXXX XX.
XXXXX XXXXXX XXXXX
XXXXX 000
0000 XXXXXXXX-XXXXXXXX XXXX
XXXXXXX, XXXXXXX 00000
HIGHLANDS PARK ASSOCIATES
LEASE AGREEMENT
THIS LEASE, made this 15 day of September, 1997, by and between HIGHLANDS
PARK ASSOCIATES, a Georgia general partnership (hereafter called "Landlord"),
and Xxx-Xxxxxxx Technologies, Inc. (a Wyoming Corporation) (hereinafter called
"Tenant");
WITNESSETH:
PREMISES
1. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, provided for and contained
to be paid, kept and performed by Tenant, leases and rents unto Tenant, and
Tenant hereby leases and takes upon the terms and conditions which hereinafter
appear, the following described property (hereinafter called the "Premises"), to
wit:
Approximately 11,840 square feet of rentable space in a multi tenant business
park building,
and being known as 0000-X & X Xxxxxxxxx Xxxxxxx, Xxxxxx, Xxxxxxx 00000. No
easement for light or air is included in the Premises.
Except as otherwise provided in any Special Stipulations attached to this
Lease, Tenant accepts the Premises in their present condition "AS IS" and as
suited for the purposes intended by Tenant.
TERM
2. Tenant shall have and hold the Premises for a term beginning on the 1
day of November, 1997, and ending on the 31 day of October, 2003, at midnight,
unless sooner terminated as hereinafter provided.
RENT
3. (a) Tenant agrees to pay to Landlord at the address set forth above,
without demand, deduction or set off, annual rent of $55,056.00 payable in equal
monthly installments of $4,588.00 in advance on the first day of each calendar
month during the term hereof ("Minimum Base Rent"). Upon execution of this
Lease, Tenant shall pay to Landlord the first full month's rent due hereunder.
Monthly Minimum Base Rent for any period during the term hereof which is
for less than one month shall be a pro-rated portion of the monthly installment
due. Tenant shall pay a monthly installment of Minimum Base Rent to Landlord in
the amount provided herein (as such amount may be increased from time to time
pursuant to Section 3(b) below).
(b) Upon each Lease Anniversary (as hereinafter defined) the amount of
each monthly installment of Minimum Base Rent which shall be due from Tenant to
Landlord on such Lease Anniversary and on the first day of each succeeding
calendar month (prior to the next Lease Anniversary) shall increase by three and
one-half percent (3.5%). For purposes of this Section 3, the term "Lease
Anniversary" shall refer to the anniversary during each year of the term of this
Lease of the first day of the calendar month during which the Lease hereunder
commenced.
LATE CHARGES
4. If Landlord fails to receive any monthly installment of Minimum Base
Rent within ten (10) days after it becomes due, Tenant shall pay Landlord, as
additional rental, a late charge equal to ten percent (10%) of the overdue
amount. The parties agree that such late charge represents a fair and reasonable
estimate of the costs Landlord will incur by reason of such late payment.
SECURITY DEPOSIT
5. Tenant shall deposit with Landlord upon execution of this Lease
$9,176.00 as a security deposit which shall be held by Landlord, without
liability to Tenant for any interest thereon, as security for the full and
faithful performance by Tenant of each and every term, covenant and condition of
this Lease of Tenant. If any of the rents or other charges or sums payable by
Tenant to Landlord shall be over-due and unpaid or should Landlord make payments
on behalf of Tenant, or should Tenant fail to perform any of the terms of this
Lease, then Landlord may, at its option, appropriate and apply the security
deposit, or so much thereof as may be necessary to compensate Landlord toward
the payment of Minimum Base Rent, additional rents, charges or other sums due
from Tenant, or towards any loss, damage or expense sustained by Landlord
resulting from such default on the part of Tenant; and in such event Tenant
shall upon demand restore the security deposit to the original sum deposited. In
the event Tenant furnishes Landlord with proof that all utility bills have been
paid through the date of Lease termination, and performs all of Tenant's other
obligations under this Lease, the security deposit shall be returned in full to
Tenant within thirty (30) days after the date of the expiration or sooner
termination of the term of this Lease and the surrender of the Premises by
Tenant in compliance with the provisions of this Lease.
UTILITY BILLS
6. Tenant shall pay all utility bills, including, but not limited to
water, sewer, gas, electricity, fuel, light and heat bills for the Premises and
Tenant shall pay all charges for garbage collection or other sanitary services.
If water and sewer service for the Premises is provided through a meter which
measures water provided to users in addition to Tenant, Tenant shall pay
2
its pro-rated share of such charges (as such amount shall be determined by
Landlord) together with its monthly installment of Minimum Base Rent. If Tenant
does not pay any of the same, Landlord may pay the same and such payment shall
be added to the rental of the Premises as additional rent which shall become due
and payable at the time the next monthly installment of Minimum Base Rent is due
and payable.
USE OF PREMISES
7. The Premises shall be used for office/warehouse/ and laboratory
research & development purposes only and no other. The Premises shall not be
used for any illegal purposes, nor in any manner to create any nuisance or
trespass, nor in any manner to vitiate the insurance or increase the rate of
insurance on the Premises.
ABANDONMENT OF THE PREMISES
8. Tenant agrees not to abandon or vacate the Premises during the term of
this Lease and agrees to use the Premises for the purposes herein leased until
the expiration hereof.
COMMON AREA MAINTENANCE CHARGE ("CAM")
9. Landlord shall maintain the grounds surrounding the building in which
the Premises are located, including the mowing of grass, care of shrubs and
general landscaping and shall keep the parking areas, driveways and alleys clean
and in good repair (including resealing and restriping from time to time).
Notwithstanding the above, Tenant shall be responsible for keeping all exterior
areas free of trash, scraps, or any materials and products pertaining to
Tenant's business. Tenant shall pay to Landlord, on a monthly basis as
additional rent, Tenant's pro rata share of the costs of illuminating the common
area and of maintaining the same. Landlord shall notify Tenant of the amount of
Tenant's pro rata share of such costs which shall be due from Tenant as
additional monthly rent, as herein provided. After the calendar year in which
the term of this Lease commences, the amount of such monthly payment which shall
be due from Tenant shall not change more frequently than once each calendar
year. This additional rent shall be paid in the same manner as Minimum Base Rent
required in Section 3 herein and any default in such payment shall be treated in
the same manner as a default in the payment of rent hereunder. The amount of the
monthly payment required to be made by Tenant pursuant to this Section 9 during
the calendar year in which the term of this Lease commences is $217. 07.
TAX AND INSURANCE ESCALATION
10. Tenant shall pay upon demand as additional rent during the term of
this Lease, and any extension or renewal thereof, the amount by which all taxes
(including but not limited to, ad valorem taxes, special assessments and any
other governmental charges) on the Premises for each tax year exceed all taxes
on the Premises for the tax year 1997. In the event the Premises are less than
the entire property assessed for such taxes for any such tax year, then the tax
for any such year applicable to the Premises shall be determined by proration on
the basis that the rentable floor area of the Premises bears to the rentable
floor area of the entire property
3
assessed. If the final year of the Lease term fails to coincide with the tax
year, then any excess for the tax year during which the term ends shall be
reduced by the pro rata part of such tax year beyond the Lease term. If such
taxes for the year in which the Lease terminates are not ascertainable before
payment of the last month's installment of Minimum Base Rent and additional rent
then due, then the amount of such taxes assessed against the property for the
previous tax year shall be used as a basis for determining the pro rata share,
if any, to be paid by Tenant for that portion of the last Lease Year. Tenant
shall further pay, upon demand, its pro rata share of the excess cost of fire
and extended coverage insurance including any and all public liability insurance
over the cost for the first year of the Lease term for each subsequent year
during the term of this Lease. Tenant's pro rata portion of increased taxes or
share of excess cost of fire and extended coverage and public liability
insurance, as provided herein, shall be payable within fifteen (15) days after
receipt of notice from Landlord or Agent as to the amount due.
INDEMNITY; INSURANCE
11. Tenant agrees to and hereby does indemnify and save Landlord harmless
against all claims for damages to persons or property by reason of Tenant's use
or occupancy of the Premises, and all expenses incurred by Landlord because
thereof, including attorney's fees and court costs. Supplementing the foregoing
and in addition thereto, Tenant shall during all times of this Lease and any
extension or renewal thereof, and at Tenant's sole cost and expense, maintain in
full force and effect comprehensive general liability insurance with limits of
$500,000 per person and $1,000,000.00 per accident, and property damage limits
of $100,000.00, which insurance shall contain a special endorsement recognizing
and insuring any liability accruing to Tenant under the first sentence of this
paragraph 11, and naming Landlord as additional insured. Tenant shall provide
evidence of such insurance to Landlord prior to the commencement of the term of
this Lease. Landlord and Tenant each hereby release and relieve the other, and
waive their respective rights of recovery, for loss or damage arising out of or
incident to the perils insured against which perils occur in, or about the
Premises, whether due to the negligence of Landlord or Tenant or their agents,
employees, contractors and/or invitees, to the extent that such loss or damage
is within the policy limits of said comprehensive general liability insurance.
Landlord and Tenant shall, upon obtaining the policies of insurance required,
give notice to the insurance carrier or carriers that the foregoing mutual
waiver of subrogation is contained in this Lease.
REPAIRS BY LANDLORD
12. Landlord agrees to keep in good repair the roof, foundations and
exterior walls of the Premises (exclusive of all glass and exclusive of all
exterior doors) and underground utility and sewer pipes outside the exterior
walls of the building, except repairs rendered necessary by the negligence or
intentional wrongful acts of Tenant, its agents, employees or invitees. Tenant
shall promptly report in writing to Landlord any defective condition known to
Tenant which Landlord is required to repair, and failure so to report such
conditions shall make Tenant responsible to Landlord for any liability incurred
by Landlord by reasons of such conditions. Landlord shall be under no
obligation to inspect the Premises.
4
REPAIRS BY TENANT
13. Tenant shall, throughout the initial term of this Lease, and any
extension or renewal thereof, at its expense, maintain in good order and repair
the Premises, including heating and air conditioning equipment and all exterior
signage located on the building forming a part of the Premises, except only for
those repairs expressly required to be made by Landlord hereunder. Tenant
agrees to return the Premises to Landlord at the expiration, or prior to
termination of this Lease, in as good condition and repair as when first
received, natural wear and tear, damage by storm, fire, lightning, earthquake or
other casualty alone excepted. Prior to November 1, 1997, Landlord shall supply
Tenant with a letter from Xxxxxxxx & Co., Heating & Air Contractors, stating
that the existing HVAC systems are in proper working condition.
ALTERATIONS
14. Tenant shall not make any alterations, additions, or improvements to
the Premises without Landlord's prior written consent. Tenant shall promptly
remove any alterations, improvements constructed in violation of this Section 14
upon Landlord's written request. All approved alterations, additions, and
improvements will be accomplished in a good and workmanlike manner, in
conformity with all applicable laws and regulations, and by a contractor
approved by Landlord, free of any liens or encumbrances. Landlord may require
Tenant to remove any alterations, additions or improvements (whether or not made
with Landlord's consent) at the termination of this Lease and to restore the
Premises to its prior condition, all at Tenant's expense. All alterations,
additions and improvements which Landlord has not required Tenant to remove
shall become Landlord's property and shall be surrendered to Landlord upon the
termination of this Lease, except that Tenant may remove any of Tenant's
machinery or equipment which can be removed without material damage to the
Premises. Tenant shall repair, at Tenant's expense, any damage to the Premises
caused by the removal of any such machinery or equipment.
REMOVAL OF FIXTURES
15. Tenant may (if not in default hereunder) prior to the expiration of
this Lease, or any extension or renewal thereof, remove all fixtures and
equipment which Tenant has placed in the Premises, provided Tenant repairs all
damage to the Premises caused by such removal.
DESTRUCTION OF OR DAMAGE TO PREMISES
16. If the Premises are totally destroyed by storm, fire, lightning,
earthquake or other casualty, this Lease shall terminate as of the date of such
destruction and Minimum Base Rent and additional rent owed for CAM, taxes,
insurance and other charges in accordance with this Lease (collectively, "Rent")
shall be accounted for as between Landlord and Tenant as of that date. If the
Premises are damaged but not wholly destroyed by any such casualties, Rent shall
xxxxx in such proportion as use of the Premises has been destroyed and Landlord
shall restore
5
Premises to substantially the same condition as before damage as speedily as is
practicable, whereupon full rental shall recommence.
GOVERNMENTAL ORDERS
17. Tenant agrees, at his own expense, to comply promptly with all
requirements of any legally constituted public authority made necessary by
reason of Tenant's use and occupancy of the Premises. Landlord agrees to comply
promptly with any such requirements if not made necessary by reason of Tenant's
use and occupancy. It is mutually agreed, however, between Landlord and Tenant,
that if in order to comply with such requirements, the cost to Landlord or
Tenant, as the case may be, shall exceed a sum equal to one year's rent, then
Landlord or Tenant, whoever is obligated to comply with such requirements
hereunder, may terminate this Lease by giving written notice of termination to
the other party by registered mail, which termination shall become effective
sixty (60) days after receipt of such notice and which notice shall eliminate
the necessity of compliance with such requirements by the party giving such
notice unless the party receiving such notice of termination shall, before
termination becomes effective, pay to the party giving notice all cost of
compliance in excess of one year's Minimum Base Rent, or secure payment of said
sum in manner satisfactory to the party giving notice.
CONDEMNATION
18. If the whole of the Premises, or such portion thereof as will make the
Premises unusable for the purposes herein leased, are condemned by any legally
constituted authority for any public use or purpose, then in either of said
events, the term hereby granted shall cease from the date when possession
thereof is taken by public authorities, and Rent shall be accounted for as
between Landlord and Tenant as of said date. Such termination, however, shall
be without prejudice to the rights of either Landlord or Tenant to recover
compensation and damage caused by condemnation from the condemnor. Landlord
shall be entitled to receive the entire award in any proceeding with respect to
any taking provided for in this Section 18, without deduction therefrom for any
estate vested in Tenant by this Lease, if any, and Tenant shall receive no part
of such award. Nothing herein contained shall be deemed to prohibit Tenant from
making a separate claim against the condemning authority, to the extent required
by law, for the value of Tenant's movable trade fixtures, machinery, moving
expenses and loss of business or business interruption, provided that the making
of such claim shall not and does not adversely affect or diminish Landlord's
award. It is further understood and agreed that neither the Tenant nor Landlord
shall have any rights in any award made to the other by any condemnation
authority notwithstanding the termination of the Lease as herein provided.
ASSIGNMENT AND SUBLETTING
19. Tenant shall not, without the prior written consent of Landlord,
assign this Lease or any interest hereunder (by operation of law or otherwise),
or sublet the Premises or any part thereof, or permit the use of the Premises by
any party other than Tenant. Consent by Landlord to any assignment or sublease
shall not destroy this provision, and all subsequent assignments or subleases
shall be made likewise only on the prior written consent of Landlord. Assignee
of
6
Tenant, at option of Landlord, shall become directly liable to Landlord for all
obligations of Tenant hereunder.
EVENTS OF DEFAULT
20. (a) The occurrence of any of the following events shall be constitute
an "Event of Default" of Tenant under this Lease:
(i) If Tenant fails to pay Minimum Base Rent or any additional
rent hereunder as and when such rent become due and such failure shall continue
for more than fourteen (14) days after receipt of written notice from Landlord
of such failure;
(ii) If Tenant fails to pay Minimum Base Rent or any additional
rent as required by this Lease on time more than four times in any period of
twelve (12) months, notwithstanding that such payments have been made within the
applicable cure period;
(iii) If the Premises become vacant, deserted or abandoned;
(iv) If Tenant permits to be done anything which creates a lien
upon the Premises and fails to discharge, bond such lien or post security with
Landlord acceptable to Landlord within thirty (30) days after receipt by Tenant
of written notice thereof;
(v) If Tenant fails to maintain in force all policies of
insurance required by this Lease and such failure shall continue for more than
ten (10) days after Landlord gives Tenant notice of such failure;
(vi) If any petition is filed by or against Tenant or any
guarantor of this Lease under any present or future section or chapter of the
Bankruptcy Code, or under any similar laws or statute of the United States or
any state thereof (which, in the case of an involuntary proceeding, is not
permanently discharged, dismissed, stayed, or vacated, as the case may be,
within sixty (60) days of commencement), or if any order for relief shall be
entered against Tenant or any guarantor of this Lease in any such proceedings;
(vii) If Tenant or any guarantor of this Lease becomes insolvent
or makes a transfer in fraud of creditors or makes an assignment of the benefit
of creditors;
(viii) If a receiver, custodian, or trustee is appointed for the
Premises or for all or substantially all of the assets of Tenant or of any
guarantor of this Lease, which appointment is not vacated within sixty (60) days
following the date of such appointment; or
(ix) If Tenant fails to perform or observe any other term of
this Lease and such failure shall continue for more than thirty (30) days after
the Landlord gives Tenant notice of such failure, or, if such failure cannot be
corrected within such thirty (30) day period, if Tenant does not promptly
commence to correct such default within said thirty (30) day period and
thereafter diligently prosecute the correction of same to completion within a
reasonable time.
7
(b) Upon the occurrence of any one or more Events of Default,
Landlord may, at Landlord's option, without any demand or notice whatsoever
(except as expressly required in this Section 20):
(i) Terminate this Lease by giving Tenant notice of
termination, in which event this Lease shall expire and terminate on the date
specified in such notice of termination and all rights of Tenant under this
Lease and in and to the Premises shall terminate. Tenant shall remain liable
for all obligations under this Lease arising up to the date of such termination,
and Tenant shall surrender the Premises to Landlord on the date specified in
such notice; or
(ii) Terminate this Lease as provided in Section 20(b)(i)
hereof and recover from Tenant all damages Landlord may incur by reasons of
Tenant's default, including, without limitation, a sum which, at the date of
such termination, represents the value of the excess, if any, of (1) Minimum
Base Rent, additional rent provided for in this Lease and all other sums which
would have been payable hereunder by Tenant for the period commencing with the
day following the date of such termination and ending with the expiration date
had this Lease not been terminated, over (2) the aggregate reasonable rental
value of the Premises for the period commencing with the day following the date
of such termination and ending with the expiration date had this Lease not been
terminated, plus (3) the costs of recovering possession of the Premises and all
other expenses incurred by Landlord due to Tenant's default, including, without
limitation, reasonable attorney's fees, plus (4) unpaid Minimum Base Rent and
additional rent as provided for in this Lease earned as of the date of
termination plus any interest and late fees due hereunder, plus other sums of
money and damages owing on the date of termination by Tenant to Landlord under
this Lease or in connection with the Premises, all of which excess sums shall be
deemed immediately due and payable; PROVIDED, HOWEVER, that such payments shall
not be deemed a penalty but shall merely constitute payment of liquidated
damages, it being understood and acknowledged by Landlord and Tenant that actual
damages to Landlord are extremely difficult, if not impossible, to ascertain.
The excess, if any, of subparagraph (ii)(l) over subparagraph (ii)(2) herein
shall be discounted to present value at an annual rate of ten percent (10%). In
determining the aggregate reasonable rental value pursuant to subparagraph
(ii)(2) above, the parties hereby agree that, at the time Landlord seeks to
enforce this remedy, all relevant factors should be considered, including, but
not limited to, (a) the length of time remaining in the Term, (b) the then
current market conditions in the general area in which the Premises are located,
(c) the likelihood of reletting the Premises for a period of time equal to the
remainder of the Term, (d) the net effective rental rates then being obtained by
landlords for similar type space of similar size in similar type buildings in
the general area in which the Premises are located, (e) the vacancy levels in
the general area in which the Building is located, (f) current levels of new
construction that will be completed during the remainder of the Term and how
this construction will likely affect vacancy rates and rental rates and (g)
inflation; or
(iii) Without terminating this Lease, Landlord may, in its own
name but as agent for Tenant, enter into and upon and take possession of the
Premises or any part thereof. Any property remaining in the Premises may be
removed and stored in a warehouse or elsewhere
8
at the cost of, and for the account of Tenant without Landlord being deemed
guilty of trespass or becoming liable for any loss or damage which may be
occasioned thereby. Thereafter, Landlord may, but shall not be obligated to,
lease to a third party the Premises or any portion thereof as the agent of
Tenant upon such term and conditions as Landlord may deem necessary or desirable
in order to relet the Premises. The remainder of any rentals received by
Landlord from such reletting, after the payment of any indebtedness due
hereunder from Tenant to Landlord, and the payment of any costs and expenses of
such reletting, shall be held by Landlord to the extent of and for application
in payment of future rent owed by Tenant, if any, as the same may become due and
payable hereunder. If such rentals received from such reletting shall at any
time or from time to time be less than sufficient to pay to Landlord the entire
sums then due from Tenant hereunder, Tenant shall pay any such deficiency to
Landlord. Notwithstanding any such reletting without termination, Landlord may
at any time thereafter elect to terminate this Lease for such previous default
provided same has not been cured; or
(iv) Without terminating this Lease, and with or without notice
to Tenant, Landlord may enter into and upon the Premises and without being
liable for prosecution or any claim for damages thereof, maintain the Premises
and repair or replace any damage thereto or do anything or make any payment for
which Tenant is responsible hereunder. Tenant shall reimburse Landlord
immediately upon demand for any expenses which Landlord incurs in thus effecting
Tenant's compliance under this Lease and Landlord shall not be liable to Tenant
for any damages with respect thereto; or
(v) Without liability to Tenant or any other party, and
without constituting a constructive or actual eviction, suspend or discontinue
furnishing or rendering to Tenant any property, material, labor utilities or
other service, wherever Landlord is obligated to furnish or render the same, as
long as Tenant is in default under this Lease; or
(vi) With or without terminating this Lease, allow the Premises
to remain unoccupied and collect rent from Tenant as it comes due; or provided
however, Landlord must act in a commercially reasonable manner.
(vii) Pursue such other remedies as are available at law or
equity.
(c) If this Lease shall terminate as a result of or while there
exists an Event of Default hereunder, any funds of Tenant held by Landlord may
be applied by Landlord to any damages payable by Tenant (whether provided for
herein or by law) as a result of such termination or default.
(d) Neither the commencement of any action or proceeding, nor the
settlement thereof, nor entry or judgment thereon shall bar Landlord from
bringing subsequent actions or proceedings from time to time, nor shall the
failure to include in any action or proceeding any sum or sums then due be a bar
to the maintenance of any subsequent actions or proceedings of the recovery of
such sum or sums so omitted.
9
(e) No agreements to accept a surrender of the Premises and no act or
omission by Landlord or Landlord's agents during the Term shall constitute an
acceptance or surrender of the Premises unless made in writing and signed by
Landlord. No re-entry or taking possession of the Premises by Landlord shall
constitute an election by Landlord to terminate this Lease unless a written
notice of such intention is given to Tenant. No provision of this Lease shall
be deemed to have been waived by either party unless such waiver is in writing
and signed by the party making such waiver. Landlord's acceptance of Minimum
Base Rent or additional rent in full or in part following an Event of Default
hereunder shall not be construed as a waiver of such Event of Default. No
custom or practice which may grow up between the parties in connection with
terms of this Lease shall be construed to waive or lessen either party's right
to insist upon strict performance of the terms of this Lease, without a written
notice thereof to the other party.
(f) If an Event of Default shall occur, Tenant shall pay to Landlord,
on demand, all expenses incurred by Landlord as a result thereof, including
reasonable attorney's fees, court costs and expenses actually incurred.
(g) Landlord shall not be considered to be under any duty by reason
of any provision herein to take any action to mitigate damages by reason of
Tenant's default. Tenant acknowledges that the Premises are to be used for
commercial purposes and Tenant expressly waives the protections and rights set
forth in the Official Code of Georgia Annotated Sections 44-7-31 and 44-7-32.
LENDER'S RIGHTS
21. (a) For purposes of this Lease:
(i) "Lender" as used herein means the current holder of a
Mortgage;
(ii) "Mortgage" as used herein means any or all mortgages, deeds
to secure debt, deeds of trusts or other instruments in the nature thereof which
may now or hereafter affect or encumber Landlord's title to the Premises, and
any amendments, modification, extension or renewal thereof.
(b) This Lease and all rights of Tenant hereunder are and shall be
subject and subordinate to the lien and security title of any Mortgage.
(c) Tenant shall, in confirmation of the subordination set forth in
subsection (b) immediately above and notwithstanding the fact that such
subordination is self-operative, and no further instrument or subordination
shall be necessary upon demand, at any time or times, execute acknowledge, and
deliver to Landlord or Lender any and all instruments requested by either of
them to evidence such subordination, and to verify the status of this Lease and
the existence of any default by either party hereto.
10
LANDLORD'S RIGHT OF ENTRY
22. Tenant agrees to permit Landlord and the authorized representatives of
Landlord to enter upon the Premises at all reasonable times for the purposes of
inspecting the Premises and Tenant's compliance with this Lease, and making any
necessary repairs thereto or to Landlord's adjoining property; provided that,
except in the case of any emergency, Landlord shall give Tenant reasonable prior
written notice of Landlord's intended entry upon the Premises. Landlord may
card the Premises "For Rent" or "For Sale" sixty (60) days before the
termination of this Lease. Landlord also shall have the right to enter the
Premises at all reasonable times to exhibit the Premises to any prospective
purchaser, mortgagee or tenant thereof.
QUIET ENJOYMENT
23. So long as Tenant observes and performs the covenants and agreements
contained herein, it shall at all times during the lease term peacefully and
quietly have and enjoy possession of the Premises, but always subject to the
terms hereof.
NO ESTATE IN LAND
24. This Lease shall create the relationship of Landlord and Tenant
between the parties hereto. No estate shall pass out of Landlord. Tenant has
only a usufruct, not subject to levy and sale, and not assignable by Tenant
except with Landlord's consent.
HOLDING OVER
25. If Tenant remains in possession of Premises after expiration of the
term hereof, with Landlord's acquiescence and without any express agreement of
parties, Tenant shall be a tenant at will at the Minimum Base Rent rate which is
in effect at end of this Lease (subject to applicable annual increases) and
there shall be no renewal of this Lease by operation of Law. If Tenant remains
in possession of the Premises after the expiration of the term hereof without
Landlord's acquiescence, Tenant shall be a tenant at sufferance and commencing
on the date following the date of such expiration, the monthly Minimum Base Rent
payable under Section 3 above shall for each month, or fraction thereof during
which Tenant so remains in possession of the premises, be twice the monthly
Minimum Base Rent otherwise payable under Section 3 above. Any payments of
additional rent shall continue to be made in accordance with this Lease
irrespective of Tenant's status as a tenant at will or tenant at sufferance.
LANDLORD LIABILITY
26. No owner of the Premises, whether or not named herein, shall have
liability hereunder after it ceases to hold title to the Premises, except for
obligations which may have theretofore accrued. Neither Landlord nor any
officer, director, shareholder, partner or principal of Landlord, whether
disclosed or undisclosed, shall be under any personal liability with respect to
any of the provisions of this Lease. In the event Landlord is in breach or
default with respect to Landlord's obligations or otherwise under this Lease,
Tenant shall look solely to the equity of
11
Landlord in the office/warehouse development of which the Premises are a part
for the satisfaction of Tenant's remedies. It is expressly understood and
agreed that Landlord's liability under the terms, covenants, conditions,
warranties and obligations of this Lease shall in no event exceed the loss of
Landlord's equity interest in the office/warehouse development of which the
Premises are a part.
RELOCATION
27. In the event that the total number of square feet of leasable space
contained within the Premises is less than 6,001 square feet, then upon sixty
(60) days advance written notice from Landlord to Tenant, Tenant agrees to
relocate to other space in the office/warehouse development of which the
Premises are a part designated by Landlord (the "New Space") provided: (i) the
New Space is at least of equal size and similar configuration to the Premises;
(ii) Landlord shall pay all reasonable out-of-pocket expenses in moving Tenant,
its property and equipment into the New Space; and (iii) Landlord shall, at its
sole cost, renovate or alter the New Space to conform substantially with the
Premises. If Landlord moves Tenant to the New Space, every term and condition
of this Lease shall remain in full force and effect, and the New Space shall
thereafter be deemed to be the Premises as though Tenant had entered into an
express written amendment to this Lease with respect thereto.
RIGHTS CUMULATIVE; WAIVER OF RIGHTS
28. All rights, powers and privileges conferred upon Landlord herein shall
be cumulative and not restrictive to those given by law. No failure of Landlord
to exercise any power given Landlord hereunder, or to insist upon strict
compliance by Tenant of its obligation hereunder, and no custom or practice of
the parties at variance with the terms hereof shall constitute a waiver of
Landlord's right to demand strict compliance with the terms hereof.
AGENCY DISCLOSURE
29. Landlord and Tenant hereby acknowledge that KING INDUSTRIAL REALTY,
INC. ("Procuring Agent") has acted as an agent for Tenant and COLLIERS XXXXXX &
COMPANY ("Listing Agent") has acted as an agent for Landlord (Procuring Agent
and Listing Agent sometimes hereinafter being referred to collectively as
"Agents") in this transaction. Procuring Agent will be paid a real estate
commission by Landlord in accordance with Section 30 below. Listing Agent will
be paid a real estate commission in accordance with a separate agreement with
the Landlord. Neither Landlord nor Tenant has engaged any brokers or agents who
would be entitled to any commission or fee based on the execution of the Lease,
other than Agents set forth in this Section 29. Landlord and Tenant hereby
indemnify each other against and from any claims for any brokerage commissions
or similar fees (except those payable to Agents above) and all costs, expenses
and liabilities in connection therewith, including, without limitation,
reasonable attorneys' fees and expenses, for any breach of the foregoing. The
foregoing indemnification shall survive the termination of this Lease for any
reason.
12
PROCURING AGENT'S COMMISSION
30. Landlord agrees to pay to Procuring Agent compensation for services
rendered in procuring this Lease, the first month's installment of Minimum Base
Rent hereunder and, in addition thereto, five percent (5%) of all payments of
Minimum Base Rent thereafter paid by Tenant under this Lease. Landlord, with
consent of Tenant, hereby assigns to Procuring Agent the first month's
installment of Minimum Base Rent hereunder and five percent (5%) of all payments
of Minimum Base Rent paid under this Lease. Landlord agrees if this Lease is
extended, or if a new lease is entered into between Landlord and Tenant covering
the Premises, or any part thereof, and provided that Tenant has authorized
Procuring Agent to represent Tenant in connection with the negotiation of such
extension or new lease, then Landlord agrees to pay the Procuring Agent five
percent (5%) of all Minimum Base Rent installments paid to Landlord by Tenant
under such extension or new lease. In no event shall Landlord be liable for the
payment of any compensation to any one or more procuring agents or procuring
brokers in connection with any extension of this Lease or any new lease covering
the Premises in excess of five percent (5%) of the Minimum Base Rent
Installments which shall be paid to Landlord by Tenant under such extension or
new lease. CASH OUT OPTION: The Procuring Agent agrees that, provided Landlord
has paid to Procuring Agent the first month's installment, Landlord at any time
during this Lease may at its sole discretion make a one-time payment to the
Procuring Agent of four percent (4%) of the remaining aggregate Minimum Base
Rent installments accruing to Landlord under this Lease ("cash-out commission")
as full satisfaction of Landlord's obligation to the Procuring Agent under this
Lease; provided, however, that if this Lease is extended, or if a new lease is
entered into between Landlord and Tenant covering the Premises subsequent to the
date as of which the amount of such cash-out commission shall have been
computed, then, Landlord, in consideration of the Procuring Agent having
procured Tenant hereunder, agrees to pay the Procuring Agent two percent (2%) of
the aggregate Minimum Base Rent installments accruing to Landlord under such
extension or new lease. In no event will the cash-out commission be calculated
on Minimum Base Rent accruing to Landlord after Tenant's tenth year of occupancy
of the Premises.
Agents each agree that, in the event Landlord sells the Premises, and upon
Landlord's furnishing Agents with an agreement signed by Purchaser assuming
Landlord's obligations to Agents under this Lease and under Landlord's separate
agreement with the Listing Agent, Agents will release original Landlord from any
further obligations to Agents hereunder. Agents are parties to this Lease
solely for the purpose of enforcing their respective rights under this Section
30 and it is understood by all parties hereto that Listing Agent is acting
solely in the capacity as agent for Landlord, to whom Tenant must look as
regards all covenants, agreements, and warranties herein contained, and
Procuring Agent is acting solely as agent for Tenant in finding the Premises for
Tenant's particular leasing needs, and that Agents shall never be liable to
Tenant in regard to any matter which may arise by virtue of this Lease.
Voluntary cancellation of this Lease shall not nullify Agents' right to collect
the commission due for the remaining term of this Lease. All commission
calculations described herein shall apply to Minimum Base Rent under this Lease
and not to additional rent.
13
ENVIRONMENTAL MATTERS
31. (a) For purposes of this Lease:
(i) "Contamination" as used herein means the uncontained or
uncontrolled presence of or release of Hazardous Substances (as hereinafter
defined) into any environmental media from, upon, within, below, into or on any
portion of the Premises or the office/warehouse development of which the
Premises is a part as to require remediation, cleanup or investigation under any
applicable Environmental Law (as hereinafter defined).
(ii) "Environmental Laws" as used herein means all federal,
state, and local laws, regulations, orders, permits, ordinances or other
requirements, concerning protection of human health, safety and environment, all
as may be amended from time to time.
(iii) "Hazardous Substances" as used herein means any hazardous
or toxic substance, material, chemical pollutant, contaminate or waste as those
terms are defined by any applicable Environmental Laws (including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. 6901 et seq. ["RCRA"]) and any solid wastes, polychlorinated
biphenyls, urea formaldehyde, asbestos, radioactive materials, radon,
explosives, petroleum products and oil.
(b) Tenant represents that all its activities on the Premises, the
building, and the office/warehouse development of which the Premises is a part
during the course of this Lease will be conducted in compliance with
Environmental Laws. Tenant warrants that it is currently in compliance with all
applicable Environmental Laws and that there are no pending or threatened
notices of deficiency, notices of violation, orders, or judicial or
administrative actions involving alleged violations by Tenant of any
Environmental Laws. Tenant at Tenant's sole cost and expense, shall be
responsible for obtaining all permits or licenses or approvals under
Environmental Laws necessary for Tenant's operation of its business on the
Premises and shall make all notifications and registrations required by any
applicable Environmental Laws. Tenant, at Tenant's sole cost and expense, shall
at all times comply with the terms and conditions of such permits, licenses,
approvals, notifications and registrations and with any other applicable
Environmental Laws. Tenant warrants that it has obtained all such permits,
licenses or approvals and made all such notifications and registrations required
by any applicable Environmental Laws necessary for Tenant's operation of its
business on the Premises.
(c) Tenant shall not cause or permit any Hazardous Substances to be
brought upon, kept or used in or about the Premises, the building in which the
Premises are located, or office/warehouse development of which the Premises is a
part without the prior written consent of Landlord, which consent shall not be
unreasonably withheld. For purposes of this Section 31, Landlord shall be
deemed to have reasonably withheld consent if Landlord determines that the
presence of such Hazardous Substance within the Premises could result in a risk
of harm to person or property or otherwise negatively affect the value or
marketability of the Premises, the building in which the Premises are located or
the office/warehouse development of which the Premises is a part.
14
(d) Tenant shall not cause or permit the release of any Hazardous
Substances by Tenant or its agents, contractors, employees or invitees into any
environmental media such as air, water or land, or into or on the Demised
Premises, the Building or the Project in any manner that violates any
Environmental Laws. If such release shall occur, Tenant shall (i) take all
steps reasonably necessary to contain such release and any associated
Contamination, (ii) clean up or otherwise remedy such release and any associated
Contamination to the extent required by, and take any and all other actions
required under, applicable Environmental Laws and (iii) notify and keep Landlord
reasonably informed of such release and response.
(e) Regardless of any consents granted by landlord pursuant to
Section 31(d) Tenant shall under no circumstances whatsoever (i) cause or permit
any activity on the Premises which would cause the Premises to become subject to
regulation as a hazardous waste treatment, storage or disposal facility under
RCRA or the regulations promulgated thereunder, (ii) discharge Hazardous
Substances into the sanitary or storm sewer system serving the office/warehouse
development of which the Premises is a part; or (iii) install any underground
storage tank or underground piping on or under the Premises.
(f) Tenant shall and hereby does indemnify Landlord and hold Landlord
harmless from and against any and all expense, loss, and liability suffered by
Landlord (with the exception of those expenses, losses, and liabilities arising
from Landlord's own negligence or willful act), by reason of Tenant's improper
storage, generation, handling, treatment, transportation, disposal, or
arrangement for transportation or disposal, of any Hazardous Substances (whether
accidental, intentional, or negligent) or by reason of Tenant's breach of any of
the provisions of this Section 31. Such expenses, losses and liabilities shall
include, without limitation, (i) any and all expenses that Landlord may incur to
comply with any Environmental Laws as a result of Tenant's failure to comply
therewith; (ii) any and all costs that Landlord may incur in studying or
remedying any Contamination at or arising from the Demised Premises, the
Building, or the Project; (iii) any and all costs that Landlord may incur in
studying, removing disposing or otherwise addressing any Hazardous Substances;
(iv) any and all fines, penalties or other sanctions assessed upon Landlord by
reason of Tenant's failure to comply with Environmental Laws; and (v) any and
all legal and professional fees and costs incurred by landlord in connection
with the foregoing. The indemnity contained herein shall survive the
termination or expiration of this Lease.
(g) Landlord shall have the right, but not obligation, to enter the
Premises at reasonable times throughout the Term to audit and inspect the
Premises for Tenant's compliance with this Section 31.
CONSUMER PRICE INDEX ("CPI")
32. For the purposes of this Lease, where applicable, CPI refers to the
Consumer Price Index for ALL URBAN CONSUMERS, UNITED STATES, ALL ITEMS, 1982-
84=100, as provided by the U.S. Department of Labor, or any index which shall
replace the CPI during the term of this Lease.
15
ATTORNEY'S FEES AND HOMESTEAD
33. If any rent owing under this Lease is collected by or through any
attorney at law, Tenant agrees to pay fifteen percent (15%) thereof as
attorney's fees. Tenant waives all homestead rights and exemptions which Tenant
may have under any law as against any obligation owing under this Lease. Tenant
hereby assigns to Landlord all of Tenant's homestead and exemption.
TIME OF ESSENCE
34. Time is of the essence of this Lease.
DEFINITIONS
35. "Landlord" as used in this Lease shall include the undersigned, its
heirs, representatives, assigns and successors in title to Premises. "Tenant"
shall include the undersigned, its heirs and representatives, assigns and
successors, and if this Lease shall be validly assigned or sublet in accordance
with the terms hereof, shall include also Tenant assignees or sublessees, as to
Premises covered by such assignment or sublease. "Agents," shall include the
undersigned, their successors, assigns, heirs and representatives. "Landlord,"
"Tenant" and "Agents," include male and female, singular and plural,
corporation, partnership or individual, as may fit the particular parties.
NOTICES
36. All notices required or permitted under this Lease shall be in writing
and shall be personally delivered or sent by U.S. Certified Mail, return receipt
requested, postage prepaid. Notices to Tenant shall be delivered or sent to the
address shown below, except that upon Tenant's taking possession of the
Premises, then Premises shall be Tenant's address for notice purposes. Notices
to Landlord and Agents shall be delivered or sent to the addresses hereinafter
stated, to wit:
Landlord: Highlands Park Associates Tenant: Xxx-Xxxxxxx Technologies, Inc.
c/o Xxxxx-Xxxxxxx Co. 0000-X & X Xxxxxxxxx Xxxxxxx
Xxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000
Suite 450 Attn:Xx. Xxxxx Xxxxxx-Xxxxxx
0000 Xxxxxxxx-Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Procuring Agent: King Industrial Listing Agent: Colliers, Xxxxxx &
Realty, Inc. Company
0000 Xxxxxx Xx., XX 0000 Xxxxxxxxx Xx., XX
Xxxxxxx, XX 00000 Suite 500
Attn: Xxxx Xxxxxxxx Xxxxxxx, XX 00000
ATTN: Xxxxx Xxxxxx
16
All notices shall be effective upon delivery. Any party may change his notice
address upon written notice to the other parties given in accordance with this
Section 36.
RECORDATION OF LEASE
37. Under no circumstances shall Tenant or Agents have the right to record
this Lease in the real property records of any state or local governmental
authority without the express, prior, written consent of Landlord. Landlord and
Tenant each agree to execute, upon request of the other, a memorandum of this
Lease in recordable form, and the requesting party shall pay the costs and
charges for the preparation and recording of the memorandum.
ENTIRE AGREEMENT
38. This Lease contains the entire agreement of the parties hereto, and no
representations, inducements, promises or agreements, oral or otherwise, between
the parties, not embodied herein shall be of any force or effect.
AMENDMENT
39. This Lease may not be modified, amended or supplemented in any manner
except by an agreement in writing, signed by the parties after the date hereof;
provided, however, that Agents' signatures shall not be required for any such
agreement unless the terms of Section 30 are being modified, amended or
supplemented or in effect will be modified, amended or supplemented by a change
in Minimum Base Rent other than an increase in accordance with Section 3 of this
Lease.
GOVERNING LAW
40. This Lease shall be governed by and construed in accordance with the
laws of the State of Georgia.
AUTHORITY
41. The persons executing this Lease on behalf of Tenant represent and
warrant that this Lease has been duly authorized by Tenant and properly executed
and delivered by them on behalf of Tenant and constitutes the valid and binding
agreement of Tenant in accordance with the terms hereof.
RULES AND REGULATIONS
42. Tenant shall comply with and observe all rules and regulations which
Landlord may promulgate from time to time in connection with the Premises and
the office/warehouse development of which the Premises are a part and of which
Tenant has been notified in writing. Tenant agrees to comply with and observe
all rules and regulations currently affecting the
17
Premises as specified on Exhibit A hereto, which Exhibit is incorporated herein
and made a part hereof, and as the same may be amended or supplemented from time
to time by Landlord. Tenant's failure to keep and observe all rules and
regulations as amended or supplemented from time to time by Tenant, shall
constitute an Event of Default under Section 20 above.
SPECIAL STIPULATIONS
43. Any special stipulations are set forth in the attached Exhibit B. In
so far as said Special Stipulations conflict with any of the foregoing
provisions, said Special Stipulations shall control.
IN WITNESS WHEREOF, the parties herein have hereunto set their hands and
seals, in triplicate, the date and year first above written.
LANDLORD:
HIGHLANDS PARK ASSOCIATES
By: Xxxxxxx Xxxx Properties, Inc.
Managing General Partner
By: /s/ Xxx X. Xxxxxxx
------------------------------------
Xxx X. Xxxxxxx
President
TENANT: Xxx-Xxxxxxx Technologies, Inc.
/s/ (SEAL)
--------------------------------------------
By
Chief Operating Officer (SEAL)
--------------------------------------------
Title:
PROCURING AGENT: King Industrial
Realty, Inc.
/s/ (SEAL)
--------------------------------------------
Vice President
LISTING AGENT: Colliers Xxxxxx &
Company
/s/ (SEAL)
--------------------------------------------
18
EXHIBIT "A"
RULES AND REGULATIONS
Tenants shall at all times comply with the following rules and regulations:
(a) Tenants shall load and unload materials, merchandise or other goods
only in the areas, and through the entrances, designed for such
purposes by Landlord.
(b) Tenants shall not act in any way so as to obstruct the loading areas
of other tenants of the building.
(c) Tenants shall not store materials, merchandise, or other goods outside
of the leased premises.
(d) Tenants shall not park, or permit to be parked, abandoned vehicles
outside of the leased premises.
(e) With the exception of loading and unloading, Tenants' business
functions shall be carried out within the demised premises and not in
the yards, parking lots, loading areas, or other common areas of the
building.
(f) Tenants shall keep the area around its loading dock and its garbage
containers clean and free of garbage and refuse. The cost of garbage
removal shall be borne by the Tenants.
(g) Tenants shall not penetrate the roof, floor, or exterior walls of the
building without first obtaining written consent from the Landlord.
(h) Tenants shall not use loud speakers, televisions, phonographs, radios
or other devises in a manner so as to be heard or seen outside of the
leased premises without written consent of the Landlord.
(i) Tenants shall keep the walkways and entrances immediately adjoining
the premises clean and free from snow, ice, dirt and rubbish.
(j) Tenants shall keep the leased premises at a temperature sufficiently
high to prevent freezing of water in pipes and fixtures.
(k) Tenants shall not use the plumbing facilities for any other purpose
than that for which they are constructed, and no foreign substance of
any kind shall be thrown therein, and the expense of any breakage,
stoppage or damage resulting from a violation of this provision shall
be borne by Tenants.
19
(l) Tenants shall not burn any materials of any kind in or about the
leased premises or the surrounding areas, except in the premises in
accordance with Tenant's laboratory use.
(m) Tenants shall not make noises, cause disturbances, or create odors
which are offensive to other tenants of the building.
(n) Tenants shall not park buses, trucks or trailers in any areas
designated for automobile parking or in any handicapped parking
facilities or areas reserved for handicapped access.
(o) Tenants shall place no signs upon the outside walls, canopies,
windows, or roof of the premises or in the yards or driveways of the
development except with the written consent of Landlord. Any and all
signs placed on the premises by Tenants shall be installed and
maintained in compliance with all governmental rules and regulations
governing such signs and Tenants shall be responsible to Landlord for
any damage caused by installation, use, or maintenance of said signs
and all damage incident to such removal.
(p) Tenants shall be responsible and pay for extermination of pests and
insects in the premises.
20
EXHIBIT B
TO LEASE DATED SEPTEMBER 15TH, 1997 BY AND BETWEEN
XXX-XXXXXXX TECHNOLOGIES, INC.
AND HIGHLANDS PARK ASSOCIATES ("LEASE")
________________________________________________
SPECIAL STIPULATIONS
44. DELIVERY OF PREMISES. Landlord shall deliver the Premises to Tenant
upon full execution of this Lease for the purpose of beginning the
Approved Alterations (below).
45. APPROVED ALTERATIONS. Prior to January 1, 1998, Tenant, at its cost,
shall substantially complete the alterations to the Premises shown on
the attached Exhibit D and occupy the Premises for its intended use.
Final plans shall be completed by Tenant and subject to approval by
Landlord which approval shall not be unreasonably withheld or delayed.
46. TENANT IDENTIFICATION SIGN. Within 15 days of occupancy of the
Premises, Tenant shall install an identification sign, at its cost, on
the sign band on the building above the front entrance to the
Premises.
47. OPTION TO RENEW LEASE. Tenant shall have one option to renew this
Lease for one additional term of four (4) years provided that: (1)
Tenant notifies Landlord of its intent to exercise such option on or
before ninety (90) days before the expiration of the Term of the
Lease, and (2) An Event of Default in Section 20 is not then in
occurrence. The Minimum Base Rental during the option period shall be
the market rental for similar business park space in North Metro
Atlanta which space shall have an office component of approximately
17%. During the option period all other terms and conditions of the
Lease shall remain the same.
48. PARTIAL SECURITY DEPOSIT REFUND. Upon request by Tenant, at any time
after November 1, 1999, Landlord shall return Four Thousand Five
Hundred Eighty-Eight and 00/100ths Dollars ($4,588.00) of the Security
Deposit to Tenant, provided however that an Event of Default in
Section 20 is not then in occurrence at the time of the request. If
an Event of Default is in occurrence at the time of the request, then
Tenant shall have the applicable period to satisfy such Event of
Default in order to receive the aforementioned refund.
49. RESTORATION IMPROVEMENTS. Upon notice of request by Landlord to
Tenant at any time prior to thirty (30) days before the expiration of
the Term of the Lease, Tenant, at its cost, shall restore (or cause to
be restored) the Premises to the condition as described on the
attached Exhibit E. Such Restoration Improvements shall be completed
prior to the expiration of the Term of the Lease.
21
EXHIBIT C
TO LEASE DATED SEPTEMBER 15TH, 1997 BY AND BETWEEN
XXX-XXXXXXX TECHNOLOGIES, INC.
AND HIGHLANDS PARK ASSOCIATES ("LEASE")
________________________________________________
GUARANTY
This Exhibit intentionally left blank.
22
EXHIBIT D
TO LEASE DATED SEPTEMBER 15TH, 1997 BY AND BETWEEN
XXX-XXXXXXX TECHNOLOGIES, INC.
AND HIGHLANDS PARK ASSOCIATES ("LEASE")
________________________________________________
APPROVED ALTERATIONS
23
EXHIBIT D-1
TO LEASE DATED SEPTEMBER 15TH, 1997 BY AND BETWEEN
XXX-XXXXXXX TECHNOLOGIES, INC.
AND HIGHLANDS PARK ASSOCIATES ("LEASE")
________________________________________________
SITE PLAN
24
EXHIBIT E
TO LEASE DATED SEPTEMBER 15TH, 1997 BY AND BETWEEN
XXX-XXXXXXX TECHNOLOGIES, INC.
AND HIGHLANDS PARK ASSOCIATES ("LEASE")
________________________________________________
RESTORATION IMPROVEMENTS
The area shaded in yellow shall remain in its original condition (which was a
part of the Approved Alterations), natural wear and tear excepted, subject to
the changes as noted below. The balance of the Premises shall be restored to
warehouse use, which includes the existing concrete floor, the existing concrete
block walls, open ceiling, strip fluorescent lighting, and ceiling hung
heater(s). All restoration improvements shall be completed in good and
workmanlike manner, in conformity with all applicable laws and regulations and
free of any liens and encumbrances.
25
