EXHIBIT 10.13
STANDARD INDUSTRIAL LEASE - NET
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
1. Parties. This Lease, dated, for reference purposes only, December 12,
1990, is made by and between NZ Properties, Inc., an Arizona Corporation
(herein called "Lessor") and Neltec, Inc., a Delaware Corporation, a
wholly owned subsidiary of Park Electrochemical Corporation (herein called
"Lessor").
2. Premises. Lessor hereby leases to Lessee and Lessee leases from
Lessor for the term, at the rental, and upon all of the conditions set
forth herein, that certain real property situated in the County of
Maricopa State of Arizona commonly known as 0000 X. 00xx Xxxxx, Tempe and
described as an approximately 37,908 square foot building situated on
approximately 116,310 square feet and as shows on Exhibit A attached
hereto.
Said real property including the land and all improvements therein, is
herein called "the Premises".
3. Term.
3.1 Term. The term of this Lease shall be for sixty-six (66) months
commencing on December 1, 1990 and ending on May 31, 1996 unless sooner
terminated pursuant to any provision hereof.
3.2 Delay in Possession. Notwithstanding said commencement date, if for
any reason Lessor cannot deliver possession of the Premises to Lessee on
said date, Lessor shall not be subject to any liability therefor, nor
shall such failure affect the validity of this Lease or the obligations of
Lessee hereunder or extend the term hereof, but in such case, Lessee shall
not be obligated to pay rent until possession of the Premises is tendered
to Lessee, provided, however, that if Lessor shall not have delivered
possession of the Premises within sixty (60) days from said commencement
date, Lessee may, at Lessee's option, by notice in writing to Lessor
within ten (10) days thereafter, cancel this Lease, in which event the
parties shall be discharged from all obligations hereunder, provided
further, however, that if such written notice of Lessee is not received by
Lessor within said ten (10) day period, Lessee's right to cancel this
Lease hereunder shall terminate and be of no further force or effect.
3.3 Early Possession. If Lessee occupies the Premises prior to said
commencement date, such occupancy shall be subject to all provisions
hereof, such occupancy shall not advance the termination date, and Lessee
shall pay rent for such period at the initial monthly rates set forth
below.
4. Rent. Lessee shall pay to Lessor as rent for the Premises, monthly
payments of $ (see Addendum to Lease, Paragraph 54), in advance, on the
first day of each month of the term hereof. Lessee shall pay Lessor upon
the execution hereof $8,718.84* as rent for June 1991 beginning June 1,
1991. All rental payments are subject to the additional payment of rental
tax currently 6.5% *plus rental tax currently 6.5%.
Rent for any period during the term hereof which is for less than one
month shall be a pro rate portion of the monthly installment. Rent shall
be payable in lawful money of the United States to Lessor at the address
stated herein or to such other persons or at such other places as Lessor
may designate in writing.
5. Security Deposit. Lessee shall deposit with Lessor upon execution
hereof $11,372.40 as security for Lessee's faithful performance of
Lessee's obligations hereunder, if Lessee fails to pay rent or other
charges due hereunder, or otherwise defaults with respect to any provision
of this Lease, Lessor may use, apply or retain all or any portion of said
deposit for the payment of any rent or other charge in default or for the
payment of any other sum to which Lessor may become obligated by reason of
Lessor may suffer thereby. If Lessor so uses or applies all or any
portion of said deposit, Lessee shall within ten (10) days after written
demand therefor deposit cash with Lessor in an amount sufficient to
restore said deposit to the full amount hereinabove stated and Lessee's
failure to do so shall be a material breach of this Lease. If the monthly
rent shall, from time to time, increase during the term of this Lease,
Lessee shall thereupon deposit with Lessor additional security deposit so
that the amount of security deposit held by Lessor shall at all times bear
the same proportion to current rent as the original security deposit bears
to the original monthly rent set forth in paragraph 4 hereof. Lessor
shall not be required to keep said deposit separate from its general
accounts. If Lessee performs all of Lessee's obligations hereunder, said
deposit, or so much thereof as has not theretofore been applied by Lessor,
shall be returned, without payment of interest or other increment for its
use to Lessee (or, at Lessor's option, to the last assignee, if any, of
Lessee's interest hereunder) at the expiration of the term hereof, and
after Lessee has vacated the Premises. No trust relationship is created
herein between lessor and Lessee with respect to said Security Deposit.
6. Use.
6.1 Use. The Premises shall be used and occupied only for General
offices and manufacturing of electronic circuitry and materials and
related products or any other use which is reasonably comparable and for
no other purpose.
6.2 Compliance with Law.
(a) Lessor warrants to Lessee that the Premises, in its state existing on
the date that the Lease term commences, but without regard to the use for
which Lessee will use the Premises, does not violate any covenants or
restrictions of record, or any applicable building code, regulation or
ordinance in effect on such Lease term commencement date, in the event it
is determined that this warranty has been violated, then it shall be the
obligation of the Lessor, after written notice from lessee, to promptly,
at Lessor's sole cost and expense, rectify any such violation. In the
event Lessee does not give to Lessor written notice of the violation of
this warranty within six months from the date that the Lease term
commences, the correction of same shall be the obligation of the Lessee at
Lessee's sole cost. The warranty contained in this paragraph 6.2(a) shall
be of no force or effect if, prior to the date of this lease, Lessee was
the owner or occupant of the Premises, and, in such event, Lessee shall
correct any such violation at Lessee's sole cost.
(b) Except as provided in paragraph 6.2(a), Lessee shall, at Lessee's
expense, comply promptly with all applicable statutes, ordinances, rules,
regulations, orders, covenants and restrictions of record, and
requirements in effect during the term or any part of the term hereof,
regulating the use by Lessee of the Premises. Lessee shall not use nor
permit the use of the Premises in any manner that will tend to create
waste or a nuisance or, if there shall be more than one tenant in the
building containing the Premises, shall tend to disturb such other
tenants.
6.3 Condition of Premises.
(a) Lessor shall deliver the Premises to Lessee clean and free of debris
on Lease commencement date (unless Lessee is already in possession) and
Lessor further warrants to Lessee that the plumbing, lighting, air
conditioning, heating, and loading doors in the Premises shall be in good
operating condition on the Lease commencement date. In the event that it
is determined that this warranty has been violated, then it shall be the
obligation of Lessor, after receipt of written notice from Lessee setting
forth with specificity the nature of the violation, to promptly, at
Lessor's sole cost, rectify such violation. Lessee's failure to give such
written notice to Lessor within thirty (30) days after the Lease
commencement date shall cause the conclusive presumption that Lessor has
complied with all of Lessor's obligations hereunder. The warranty
contained in this paragraph 6.3(a) shall be of no force or effect it prior
to the date of this Lease, Lessee was the owner or occupant of the
Premises.
(b) Except as otherwise provided in this Lease, Lessee hereby accepts the
Premises in their condition existing as of the Lease commencement date or
the date that Lessee takes possession of the Premises, whichever is
earlier, subject to all applicable zoning, municipal, county and state
laws, ordinances and regulations governing and regulating the use of the
Premises, and any covenants or restrictions of record. and accepts this
Lease subject thereto and to all matters disclosed thereby and by any
exhibits attached hereto. Lessee acknowledges that neither Lessor nor
Lessor's agent has made any representation or warranty as to the present
or future suitability of the Premises for the conduct of Lessee's
business.
7. Maintenance, Repairs and Alterations.
7.1 Lessee's Obligations. Lessee shall keep in good order, condition and
repair the Premises and every part thereof, structural and nonstructural,
(whether or not such portion of the Premises requiring repair, or the
means of repairing the same are reasonably or readily accessible to
Lessee, and whether or not the need for such repairs occurs as a result of
Lessee's use, any prior use, the elements or the age of such portion of
the Premises) including, without limiting the generality of the foregoing,
all plumbing, heating, air conditioning, (Lessee shall procure and
maintain, at Lessee's expense, an air conditioning system maintenance
contract) ventilating, electrical, lighting facilities and equipment
within the Premises, fixtues, walls (interior and exterior), foundations,
ceiling, roofs (interior or exterior), floors, windows, doors, plate glass
and skylights located within the Premises, and all landscaping, driveways,
parking lots, fences and signs located on the premises and sidewalks and
parkways adjacent to the premises - See Addendum to Lease, paragraph 57.
7.2 Surrender. On the last day of the term hereof, or on any sooner
termination, Lessee shall surrender the Premises to Lessor in the same
condition as when received, ordinary wear and tear excepted, clean and
free of debris. Lessee shall repair any damage to the Premises occasioned
by the installation or removal of Lessee's trade fixtures, furnishings and
equipment notwithstanding anything to the contrary other than as stated in
this Lease. lessee shall leave the air lines, power panels, electrical
distribution systems, lighting fixtures space heaters, air-conditioning,
plumbing and fencing on the premises in good operating condition.
7.3 Lessor's Rights. If Lessee fails to perform Lessee's obligations
under this Paragraph 7, or under any other paragraph of this Lease, Lessor
may at its option (but shall not be required to) enter upon the Premises
after ten (10) days prior written notice to Lessee (except in the case of
an emergency, in which case no notice shall be required), perform such
obligations on Lessee's behalf and put the same in good order, condition
and repair, and the cost thereof together with interest thereon at the
maximum rate then allowable by law shall become due and payable as
additional rental to Lessor together with Lessee's next rental
installment.
7.4 Lessor's Obligations. Except for the obligations of lessor under
Paragraph 6.2(a) (relating to Lessor's warranty), Paragraph 9 (relating to
destruction of the Premises) and under Paragraph 14 (relating to
condemnation of the Premises), it is intended by the parties hereto that
Lessor have no obligation, in any manner whatsoever, to repair and
maintain the Premises not the building located thereon nor the equipment
therein, whether structural or non structural, all of which obligations
are intended to be that of the Lessee under Paragraph 7.1 hereof. Lessee
expressly waives the benefit of any statute now or hereinafter in effect
which would otherwise afford Lessee the right to make repairs at Lessor's
expense or to terminate this Lease because of Lessor's failure to keep the
premises in good order, condition and repair.
7.5 Alterations and Additions. See Addendum to Lease, Paragraph 57.
(a) Lessee shall not, without Lessor's prior written consent make any
alterations, improvements, additions, or Utility Installations in, on or
about the Premises, See Addendum to Lease, Paragraph 59, during the term
of this Lease. In any event, whether or not in excess of $2,500 in
cumultive cost, Lessee shall make no change or alteration to the exterior
of the Premises, nor the exterior of the building(s) on the Premises
without Lessor's prior written consent. As used in this Paragraph 7.5 the
term "Utility Installation" shall mean carpeting, window coverings, air
lines, power panels, electrical distrivbution systems, lighting fixtures,
space heaters, air conditioning, plumbing, and fencing. Lessor may
require that Lessee remove any or all of said alterations, improvements,
additions or Utility Installations at the expiration of the term, and
restore the premises to their prior condition. Lessor may require Lessee
to provide Lessor, at Lessee's sole cost and expense, a lien and
completion bond in an amount equal to one and one-half times the estimated
cost of such improvements, to insure Lessor against any liabilty for
mechanic's and materialmen's liens and to insure completion of the work.
Should Lessee make any alterations, improvements, additions or Utility
Installations without the prior approval of lessor, lessor may require
that Lessee remove any or all of the same.
(b) Any alterations, improvements, additions or Utility Installations in,
or about the Premises that Lessee shall desire to make and which requires
the consent of the Lessor shall be presented to Lessor in written form,
with proposed detailed plans. If Lessor shall give its consent, the
consent shall be deemed conditioned upon Lessee acquiring a permit to do
so from appropriate governmental agencies, the furnishing of a copy
thereof to Lessor prior to the commencement of the work and the compliance
by Lessee of all conditions of said permit in a prompt and expeditious
manner. See Addendum to Lease, Paragraph 50.
(c) Lessee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Lesse at or for use
in the Premises, which claims are or may be secured by any mechanics' or
materialmen's lien against the Premises, and Lessor shall have the right
to post notices of non-responsibility in or on the Premises as provided by
law. If Lessee shall, in good faith, contest the validity of any such
lien, claim or demand, then Lessee shall, at its sole expense defend
itself and Lessor against the same and shall pay and satisfy any such
adverse judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises, upon the condition that if
Lessor shall require, lessee shall furnish to Lessor a surety bond
satisfactory to Lessor in an amount equal to such contested lien claim or
demand indemnifying Lessor against liability for the same and holding the
Premises free from the effect of such lien or claim. In addition, Lessor
may require Lessee to pay Lessor's reasonable attorneys fees and costs in
participating in such action if Lessor shall decide it is to its best
interest to do so.
(d) Unless Lessor requires their removal, as set forth in Paragraph
7.5(a), all alterations, improvements, additions and Utility Installations
(whether or not such utility Installations constitute trade fixtures of
Lessee), which may be made on the Premises, shall become the property of
Lessor and remain upon and be surrendered with the Premises at the
expiration of the term. Notwithstanding the provisions of this Paragraph
7.5(d), Lessee's machinery and equipment, other than that which is affixed
to the Premises so that it cannot be removed without material damage to
the Premises, shall remain the property of lessee and may be removed by
Lessee subject to the provisions of Paragraph 7.2. See Addendum to Lease,
Paragraph 61.
8. Insurance Indemnity. See Addendum to Lease, Paragraph 61.
8.1 Insuring Party. As used in this Paragraph 8, the term "insuring
party" shall mean the party who has the obligation to obtain the Property
Insurance required hereunder. The insuring party shall be designated in
Paragraph 46 hereof. In the event Lessor is the insuring party, Lessor
shall also maintain the liability insurance described in paragraph 8.2
hereof, in addition to, and not in lieu of, the insurance required to be
maintained by Lessee under said paragraph 8.2, but lessor shall not be
required to name Lessee as an additional insured on such policy. Whether
the insuring party is the Lessor or the Lessee, Lessee shall, as
additional rent for the Premises, pay the cost of all insurance required
hereunder, except for that portion of the cost attributable to Lessor's
liability insurance coverage in excess of $1,000,000 per occurrence. If
lessor is the insuring party Lessee shall, within ten (10) days following
demand by Lessor, reimburse Lessor for the cost of the insurance so
obtained.
8.2 Liability Insurance. Lessee shall, at Lessee's expense obtain and
keep in force during the term of this Lease a policy of Combined Single
Limit, Bodily Injury and Property Damage insurance insuring Lessor and
lessee against any liability arising out of the ownership, use, occupancy
or maintenance of the Premises and all areas appurtenant thereto. Such
insurance shall be a combined single limit policy in an amount not less
than $1,000,000 per occurrence. The policy shall insure performance by
Lessee of the indemnity provisions of this Paragraph 8. The limits of
said insurance shall not, however, limit the liability of Lessee
hereunder.
8.3 Property Insurance.
(a) The insuring party shall obtain and keep in force during the term of
this lease a policy or policies of insurance covering loss or damage to
the Premises, in the amount of the full replacement value thereof, as the
same may exist from time to time, which replacement value is now
$1,000,000.00, but in no event less than the total amount required by
lenders having liens on the premises, against all perils included within
the the classification of fire, extended coverage, vandalism, malicious
mischief, flood (in the event same is required by a lender having a lien
on the Premises), and special extended perils ("all risk" as such term is
used in the insurance industry). Said insurance shall provde for payment
of loss thereunder to Lessor or to the holders of mortgages or deeds of
trust on the premises. The insuring party shall, in addition, obtain and
keep in force during the term of this lease a policy of rental value
insurance covering a period of one year, with loss payable to Lessor,
which insurance shall also cover all real estate taxes and insurance costs
for said period. A stipulated value or agreed amount endoresement
deleting the coinsurance provision of the policy shall be procured with
said insurance as well as an automatic increase in insurance endorsement
causing the increase in annual property insurance coverage by 2% per
quarter. If the insuring party shall fail to procure and maintain said
insurqnce the other party may, but shall not be required to, procure and
maintain the same, but at the expense of Lessee. If such insurqance
coverage has a deductible clause, the deductible amount shall not exceed
$1,000 per occurrence, and lessee shall be liable for such deductible
amount.
(b) If the Premises are part of a larger building, or if the Premises are
part of a larger building, or if the Premises are part of a group of
buildings owned by Lessor which are adjacent to the Premises, then Lessee
shall pay for any increase in the property insurance of such other
building or buildings if said increase is caused by Lessee's acts,
omissions, use or occupancy of the Premises.
(c) If the Lessor is the insuring party the Lessor will not insure
Lessee's fixtures, equipment or tenant improvements unless the tenant
improvements have become a part of the Premises under paragraph 7, hereof.
But if Lessee is the insuring party the Lessee shall insure its fixtures,
equipment and tenant improvements.
8.4 Insurance Policies. Insurance required hereunder shall be in
companies holding a "General Policyholders Rating" of at least B plus, or
such other rating as may be required by a lender having a lien on the
Premises, as set forth in the most current issue of "Best's Insurance
Guide". The insuring party shall deliver to the other party copies of
policies of such insurance or certificates evidencing the existence and
amounts of such insurnace with loss payable clauses as required by this
paragraph 8. No such policy shall be cancellable or subject to reduction
of coverage or other modification except after thirty (30) days' prior
written notice to Lessor. If Lessee is the insurance party lessee shall,
at lest thirty (30) days prior to the expiration of such policies, furnish
Lessor with renewals or "binders" thereof, of Lessor may order such
insurance and charge the cost thereof to Lessee, which amount shall be
payable by Lessee upon demand. Lessee shall not do or permit to be done
anything which shall invalidate the insurance policies referred to in
Paragraph 8.3. If Lessee does or permits to be done anything which shall
increase the cost of the insurance policies referred to in Paragraph 3,
then Lessee shall forthwith upon Lessor's demand reimburse Lessor for any
additional premiums attributable to any act or omission or operation of
Lessee causing such increase in the cost of insurance. If Lessor is the
insuring party, and if the insurance policies maintained hereunder cover
other improvements in addition to the Premises, Lessor shall deliver to
Lessee a written statement setting forth the amount of any such insurance
cost increase and showing in reasonable detail the manner in which it has
been computed.
8.6 Indemnity. Lessee shall indemnify and hold harmless lessor from and
against any and all claims arising from Lessee's use of the Premises, or
from the conduct of lessee's business or from any activity, work or things
done, permitted or suffered by Lessee in or about the Premises or
elsewhere and shall further indemnify and hold harmless lessor from and
against any and all claims arising from any breach or default in the
performance of any obligation on Lessee's part to be performed under the
terms of this Lease, or arising from any negligence of the Lessee, or any
of lessee's agents, contractors, or employees, and from and against all
costs, attorney's fees, expenses and liabilities incurred in the defense
of any such calim or any action or proceeding brought thereon, and in case
any action or proceeding be brought against Lessor by reason of any such
consideration to Lessor, hereby assumes all risk of damage to property or
injury to person, in, upon or about the Premises arising from any cause
and Lessee hereby waives all claims in respect thereof against Lessor.
See Addendum to Lease, Paragraph 57.
8.7 Exemption of lessor from Liability. lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of income
therefrom or for damage to the goods, xxxx, merchandise or other property
of Lessee. Lessee's employees, invitees, customers, or any other person
in or about the Premises, nor shall Lessor be liable for injury to the
person or Lessee, lessee's employees, agents or contractors, whether such
damage or injury is caused by or results from fire, steam, electricity,
gas, water or rain, or from the breakage, leakage, obstruction or other
defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, or from any other cause, whether the
said damage or injury results from conditions arising upon the Premises or
upon other portions of the building of which the Premises are a part, or
from other sources or places and regardless of whether the cause of such
damage or injury or the means of repairing the same is inaccessible to
Lessee, Lessor shall not be liable for any damages arising from any act or
neglect of any other tenant, if any, of the building in which the Premises
are located. See Addendum to Lease, Paragraph 57.
9. Damage or Destruction.
9.1 Definitions.
(a) "Premises Partial Damage" shall herein mean damage or destruction to
the Premises to the extent that the cost of repair is less than 50% of the
then replacement cost of the Premises. "Premises BuildingPartial Damage"
shall herein mean damage or destruction to the building of which the
Premises are a part to the extent that the cost of repair is less than 50%
of the then replacement cost of such building as a whole.
(b) "Premises Total Destruction" shall herein mean damage or destruction
to the Premises to the extent that the cost of repair is 50% or more of
the then replacement cost of the Premises. "Premises Building Total
Destruction" shall herein mean damage or destruction to the building of
which the Premises are a part to the extent that the cost of repair is 50%
or more of the ten replacement cost of such building as a whole.
(c) "Insured Loss" shall herein mean damage or destruction which was
caused by an event required to be covered by the insurance described in
paragraph 8.
9.2 Part. Damage-Insured Loss. Subject to the provisions of paragraphs
9.4, 9.5 and 9.6, if at any time during the term of this Lease there is
damage which is an Insured Loss and which falls into the classification of
Premises Partial Damage or Premises Building Partial Damage, then Lessor
shall, at Lessor's expense, repair such damage, but not lessee's fixtures,
equipment or tenant improvements unless the same have become a part of the
Premises pursuant to Paragraph 7.5 hereof as soon as reasonably possible
and this Lease shall continue in full force and effect. Notwithstanding
the above, if the Lessee is the insuring party, and if the insurance
proceeds received by Lessor are not sufficient to effect such repair,
Lessor shall give notice to Lessee of the amount required in addition to
the insurance proceeds received to effect such repair. Lessee shall
contribute the required amount to Lessor within ten days after Lessee has
received notice from Lessor of the shortage in the insurance. When Lessee
shall contribute such amount to Lessor, Lessor shall make such repairs as
soon as reasonably possible and this Lease shall continue in full force
and effect. Lessee shall in no event have any right to reimbusement for
any such amounts so contributed.
9.3 Partial Damage-Uninsured Loss. Subject to the provisions of
Paragraph 9.4, 9.5 and 9.6, if at any time during the term of this Lease
there is damage which is not an Insured Loss and which falls within the
classification of Premises Partial Damage or Premises Building Partial
Damage, unless caused by a negligent or willful act of Lessee (in which
event Lessee shall make the repairs at Lessee's expense) (to the extent
caused by the negligent or willful acts of Lessee), Lessor may at Lessor's
option either (i) repair such damage as soon as reasonably possible at
Lessor's expense, in which event this Lease shall continue in full force
and effect, or (ii) give written notice to Lessee within thirty (30) days
after the date of the occurrence of such damage of Lessor's intention to
cancel and terminate this Lease, as of the date of the occurrence of such
damage. In the event Lessor elects to give such notice of Lessor's
intention to cancel and terminate this Lease, Lessee shall have the right
within ten (10) days after the receipt of such notice to give written
notice to Lessor of Lessee's intention to repair such damage at Lessee's
expense, without reimbursement from Lessor, in which event this lease
shall continue in full force and effect, and Lessee shall proceed to make
such repairs as soon as reasonably possible. If Lessee does not give such
notice within such 10-day period this Lease shall be cancelled and
terminated as of the date of the occurrence of such damage.
9.4 Total Destruction. If at any time during the term of this Lease
there is damage, whether or not an Insured Loss, (including destruction
required by any authorized public authority), which falls into the
classification of Premises Total Destruction or Premises Building Total
Destruction, this Lease shall automatically terminate as of the date of
such total destruction.
9.5 Damage near End of Term.
(a) If at any time during the last six months of the term of this Lease
there is damage, whether or not an Insured Loss, which falls within the
classification of Premises Partial Damage, Lessor may at Lessor's option
cancel and terminate this Lease as of the date of occurrence of such
damage by giving written notice to Lessee of Lessor's election to do so
within 30 days after the date of occurrence of such damage.
(b) Notwithstanding paragraph 9.5(a), in the event that Lessee has an
option to extend or renew this Lease, and the time within which said
option may be exercised has not yet expired, Lessee shall exercise such
option, if it is to be exercised at all, no lter than 20 days after the
occurrence of an Insured Loss falling within the classification of
Premises Partical Damage during the last six months of the term of this
Lease. If Lessee duly exercises such option during said 20 day period,
Lessor shall, at Lessor's expense, repair such damage as soon as
reasonably possible and this Lease shall continue in full force and
effect. If Lessee fails to exercise such option during said 20 day
period, then Lessor may at Lessor's option terminate and cancel this Lease
as of the expiration of said 20 day period by giving written notice to
Lessee of lessor's election to do so within 10 days after the expiration
of said 20 day period, notwithstanding any term or provision in the grant
of option to the contrary.
9.6 Abatement of Rent; Lessee's Remedies.
(a) In the event of damage described in paragraphs 9.2 or 9.3, and Lessor
or Lessee repairs or restores the Premises pursuant to the provisions of
this Paragraph 9, the rent payable hereunder for the period during which
such damage, reapir or restoration continues shall be abated in proportion
to the degree to which Lessee's use of the Premises is impaired. Except
for abatement of rent, if any, Lessee shall have no claim against Lessor
for any damage suffered by reason of any such damage, destruction, repair
or restoration. See Addendum to Lease, Paragraph 58.
(b) If Lessor shall be obligated to repair or restore the Premises under
the provisions of this Paragraph 9 and shall not commence such repair or
restoration within 90 days after such obligations shall accrue, Lessee may
at Lessee's option cancel and terminate this Lease by giving Lessor
written notice of Lessee's election to do so at any time prior to the
commencement of such repair or restoration. In such event this Lease
shall terminate as of the date of such notice. See Addendum to Lease,
Paragraph 58.
9.7 Termination-Advance Payments. Upon termination of this Lease
pursuant to this Paragraph 9, an equitable adjustment shall be made
concerning advance rent and any advance payments made by Lessee to Lessor.
Lessor shall, in addition, return to Lessee so much of Lessee's security
deposit as has not theretofore been applied by Lessor.
9.8 Waiver. Lessor and Lessee waive the provisions of any statutes which
relate to termination of leases when leased property is destroyed and
agree that such event shall be governed by the terms of this Lease.
10. Real Property Taxes.
10.1 Payment of Taxes. Lessee shall pay the real property tax, as
defined in paragraph 10.2, applicable to the Premises during the term of
this Lease. All such payments shall be made at least ten (10) days prior
to the delinquency date of such payment. Lessee shall promptly furnish
Lessor with satisfactory evidence that such taxes have been paid. If any
such taxed paid by Lessee shall cover any period of time prior to or after
the expiration of the term hereof, Lessee's share of such taxes shall be
equitably prorated to cover only the period of time within the tax fiscal
year during which this Lease shall be in effect, and Lessor shall
reimburse Lessee to the extent required. If Lessee shall fail to pay any
such taxes, Lessor shall have the right to pay the same, in which case
Lessee shall repay such amount to Lessor with Lessee's next rent
installment together with interest at the maximum rate then allowable by
law.
10.2 Definition of "Real Property Tax". As used herein, the term "real
property tax" shall include any form of real estate tax or assessment,
general, special, ordinary or extraordinary, and any license fee,
commercial rental tax, improvement bond or bonds, levy or tax (other than
inheritance, personal income or estate taxes) imposed on the Premises by
any authority having the direct or indirect power to tax, including any
city, state or federal government, or any school, agricultural, sanitary,
fire, street, drainage or other improvement district thereof, as against
any legal or equitable interest of Lessor in the Premises or in the real
property of which the Premises are a part, as against Lessor's right to
rent or other income therefrom, and as against Lessor's business of
leasing the Premises. The term "real property tax" shall also include any
tax, fee, levy, assessment or charge (i) in substitution of, partially or
totally, any tax, fee, levy, assessment or charge hereinabove included
within the definition of "real property tax," or (ii) the nature of which
was hereinbefore included within the definition of "real property tax," or
(iii) which is imposed for a service or right not charged prior to June 1,
1978, or, if previously charged, has been increased since June 1, 1978, or
(iv) which is imposed as a result of a transfer, either partial or total,
of Lessor's interest in the Premises or which is added to a tax or charge
hereinbefore included within the definition of real property tax by reason
of such transfer, or (v) which is imposed by reason of this transaction,
any modifications or changes hereto, or any transfers hereof.
10.3 Joint Assessment. If the Premises are not separately assessed,
Lessee's liability shall be an equitable proportion of the real property
taxes for all of the land and improvements included within the tax parcel
assessed, such proportion to be determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other
information as may be reasonably available. Lessor's reasonable
determination thereof, in good faith, shall be conclusive.
10.4 Personal Property Taxes.
(a) Lessee shall pay prior to delinquency all taxes assessed against and
levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere. When possible,
Lessee shall cause said trade fixtures, furnishings, equipment and all
other personal property to be assessed and billed separately from the real
property of Lessor.
(b) If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay Lessor the taxes attributable to
Lessee within 10 days after receipt of a written statement setting forth
the taxes applicable to Lessee's property.
11. Utilities. Lessee shall pay for all water, gas heat, light, power,
telephone and other utilities and services supplied to the Premises,
together with any taxes theron. If any such services are not separately
metered to Lessee, Lessee shall pay a reasonable proportion to be
determined by Lessor of all charges jointly metered with other premises.
12. Assignment and Subletting.
12.1 Lessor's Consent Required. Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer
or encumber all or any part of Lessee's interest in this Lease or in the
Premises, without Lessor's prior written consent, which Lessor shall not
unreasonably withhold. Lessor shall respond to lessee's request for
consent hereunder in a timely manner and any attempted assignment,
transfer, mortgage, encumbrance or subletting without such consent shall
be void, and shall constitute a breach of this Lease.
12.2 Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1
hereof, Lessee may assign or sublet the Premises, or any portion thereof,
without Lessor's consent, to any corporation which controls, is controlled
by or is under common control with Lessee, or to any corporation resulting
from the merger or consolidation with Lessee, or to any person or entity
which acquires all the assets of Lessee as a going concern of the business
that is being conducted on the Premises, provided that said assignee
assumes, in full, the obligations of Lessee under this Lease. Any such
assignment shall not, in any way, affect or limit the liabilty of Lessee
under the terms of this Lease even if after such assignment or subletting
the terms of this Lease are materially changed or altered without the
consent of Lessee, the consent of whom shall not be necessary.
12.3 No Release of Lessee. Regardless of Lessor's consent, no subletting
or assignment shall release Lessee of Lessee's obligation or alter the
primary liability of Lessee to pay the rent and to perform all other
obligations to be performed by Lessee hereunder. This acceptance of rent
by Lessor from any other person shall not be deemed to be a waiver by
Lessor of any provision hereof. Consent to one assignment or subletting
shall not be deemed consent to any subsequent assignment or subletting.
In the event of default by an assignee of Lessee or any successor of
Lessee, in the performance of any of the terms hereof, Lessor may proceed
directly against Lessee without the necessity of exhausting remedies
against said assignee. Lessor may consent to subsequent assignments or
subletting of this Lease or amendments or modifications to this Lease with
assignees of Lessee, without notifying Lessee, or any successor of Lessee,
and without obtaining its or their consent thereto and such action shall
not relieve Lessee of liability under this Lease.
12.4 Attorney's Fees. In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any assignment or subletting
of if Lessee shall request the consent of Lessor for any act Lessee
proposes to do then Lessee shall pay Lessor's reasonable attorneys fees
incurred in connection therewith, such attorneys fees not to exceed
$350.00 for each such request.
13. Defaults; Remedies.
13.1 Defaults. The occurrence of any one or more of the following events
shall constitute a material default and breach of this Lease by Lessee:
(a) The vacating or abandonment of the Premises by Lessee.
(b) The failure by Lessee to make any payment of rent or any other
payment required to be made by Lessee hereunder, as and wen due, where
such failure shall continue for a period of three business days after
written notice thereof from Lessor to Lessee. In the event that Lessor
serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable
Unlawful Detainer statutes such Notice to Pay Rent or Quit shall also
constitute the notice required by this subparagraph.
(c) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by
Lessee, other than described in Paragraph (b) above, where such failure
shall continue for a period of 30 days after written notice thereof from
Lessor to Lessee; provided, however, that if the nature of Lessee's
default is such that more than 30 days are reasonably required for its
cure, then Lessee shall not be deemed to be in default if Lessee commenced
such cure within said 30-day period and thereafter diligently prosecutes
such cure to completion.
(d) (i) The making by Lessee of any general arrangement or assignment for
the benefit of creditors; (ii) Lessee becomes a "debtor" as defined in 11
U.S.C. 101 or any successor statute thereto (unless, in the case of a
petition filed against Lessee, the same is dismissed within 60 days);
(iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of
Lessee's interest in this Lease, where possession is not restored to
Lessee within 30 days; or (iv) the attachment, execution or other judicial
seizure of substantially all of Lessee's assets located at the premises or
of Lessee's interest in this Lease, where such seizure is not discharged
within 30 days. Provided, however, in the event that any provision of the
Paragraph 13.1(d) is contrary to any applicable law, such provision shall
be of no force or effect.
(e) The discovery of Lessor that any financial statement given to Lessor
by Lessee, or any assignee of Lessee, any subtenant of Lessee, any
successor in interest of Lessee or any guarantor of Lessee's obligation
hereunder, and any of them, was materially false.
13.2 Remedies. In the event of any such material default or breach by
Lessee, Lessor may at any time thereafter, with or without notice or
demand and without limiting Lessor in the exercise of any right or remedy
which Lessor may have by reason of such default or breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful
means, in which case this Lease shall terminate and Lessee shall
immediately surrender possession of the Premises to Lessor. In such event
Lessor shall be entitled to recover from Lessee all damages incurred by
Lessor by reason of Lessee's default including, but not limited to, the
cost of recovering possession of the Premises; expenses of reletting,
including necessary renovation and alteration of the Premises, reasonable
attorney's fees, and any real estate commission actually paid; the worth
at the time of award by the court having jurisdiction thereof of the
amount by which the unpaid rent for the balance of the term after the time
of such award exceeds the amount of such rental loss for the same period
that Lessee proves could be reasonably avoided; that portion of the
leasing commission paid by Lessor pursuant to Paragraph 15 applicable to
the unexpired term of this Lease.
(b) Maintain Lessee's right to possession in which case this Lease shall
continue in effect whether or not Lessee shall have abandoned the
Premises. In such event Lessor shall be entitled to enforce all of
Lessor's rights and remedies under this Lease, including the right to
recover the rend as it becomes due hereunder.
(c) Pursue any other remedy now or hereafter available to Lessor under
the laws or judicial decisions of the state wherein the Premises are
located. unpaid installments of rent and other unpaid monetary
obligations of Lessee under the terms of this Lease shall bear interest
from the date due at the maximum rate then allowable by law.
13.3 Default by Lessor. Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a reasonable time,
but in no event later than thirty (30) days after written notice by Lessee
to Lessor and to the holder of any first mortgage or deed of trust
covering the Premises whose name and address shall have theretofore been
furnished to Lessee in writing, specifying wherein Lessor has failed to
perform such obligation; provided, however, that if the nature of Lessor's
obligation is such that more than thirty (30) days are required for
performance then Lessor shall not be in default if Lessor commences
performance within such 30-day period and thereafter diligently prosecutes
the same to completion.
13.4 Late Charges. Less here by acknowledges that late payment by Lessee
to Lessor of rent and other sums dues hereunder will cause Lessor to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited
to, processing and accounting charges, and last charges which may be
imposed on Lessor by the terms of any mortgage or trust deed covering the
Premises. Accordingly, if any installment of rent or any other sum due
from Lessee shall not be received by Lessor or Lessor's designee within
ten (10) days after such amount shall be due, then, without any
requirement for notice to Lessee, Lessee shall pay to Lessor a late charge
equal to 6% of such overdue amount. The parties hereby agree that such
late charge represents a fair and reasonable estimate of the costs Lessor
will incur by reason of last payment by Lessee. Acceptance of such late
charge by Lessor shall in no event constitute a waiver of Lessee's default
with respect to such overdue amount, nor prevent Lessor from exercising
any of the other rights and remedies granted hereunder. In the event that
a late charge is payable hereunder, whether or not collected, for three
(3) consecutive installments of rent, then rent shall automatically become
due and payable quarterly in advance, rather than monthly, notwithstanding
Paragraph 4 or any other provision of this Lease to the contrary.
13.5 Impounds. In the event that a late charge is payable hereunder,
whether or not collected, for three (3) installments of rent or any other
monetary obligation of Lessee under the terms of this Lease, Lessee shall
pay to Lessor, if Lessor shall so request, in addition to any other
payments and insurance expenses on the Premises which are payable by
Lessee under the terms of this Lease. Such fund shall be established to
insure payment when due, before delinquency, of any or all such real
property taxes and insurance premiums. If the amounts paid to Lessor by
Lessee under the provisions of this paragraph are insufficient to
discharge the obligations of Lessee to pay such real property taxes and
insurance premiums as the same become due, Lessee shall pay to Lessor,
upon Lessor's demand, such additional sums necessary to pay such
obligations. All moneys paid to Lessor under this paragraph may be
intermingled with other moneys of Lessor and shall not bear interest. In
the event of a default in the obligations of Lessee to perform under this
Lease, then any balance remaining from funds paid to Lessor under the
provisions of this paragraph may, at the option of Lessor, be applied to
the payment of any monetary default of Lessee in lieu of being applied to
the payment of real property tax and insurance premiums.
14. Condemnation. If the Premises or any portion thereof are taken under
the power of eminent domain, or sold under the threat of the exercise of
said power (all of which are herein called "condemnation"), this Lease
shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs. If more than
10% of the floor area of the building on the Premises, or more than 25% of
the land area of the Premises which is not occupied by any building, is
taken by condemnation, Lessee may, at Lessee's option, to be exercised in
writing only within ten (10) days after Lessor shall have given Lessee
written notice of such taking (or in the absence of such notice, within
ten (10) days after the condemning authority shall have taken possession)
terminate this Lease as of the date the condemning authority takes such
possession. If Lessee does not terminate this Lease in accordance with
the foregoing, this Lease shall remain in full force and effect as to the
portion of the Premises remaining, except that the rent shall be reduced
in the proportion that the floor area of the building taken bears to the
total floor area of the building situated on the Premises. No reduction
of rent shall occur if the only area taken is that which does not have a
building located thereon. Any award for the taking of all or any part of
the Premises under the power of eminent domain or any payment made under
threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation for diminution in value
of the leasehold or for the taking of the fee, or as severance damages;
provided, however, that Lessee shall be entitled to any award for loss of
or damage to Lessee's trade fixtures and removable personal property. In
the event that this Lease is not terminated by reason of such
condemnation, Lessor shall to the extent of severance damages received by
Lessor in connection with such condemnation, repair any damage to the
Premises caused by such condemnation except to the extent that Lessee has
been reimbursed therefor by the condemning authority. Lessee shall pay
any amount in excess of such severance damages required to complete such
repair.
15. Broker's Fee.
(a) Upon execution of this Lease by both parties, Lessor shall pay to
Xxxxx & Xxxxx Company Licensed real estate broker(s), a fee as set forth
in a separate agreement between Lessor and said broker(s) for brokerage
services rendered by said broker(s) to Lessor in this transaction.
(b) Lessor further agrees that if Lessee exercises any Option as defined
in Paragraph 32.1 of this Lease, which is granted to Lessee under any
rights to the Premises or other premises described in this Lease which are
substantially similar to what Lessee would have acquired had an Option
herein granted to Lessee been exercised, or if Lessee remains in
possession of the Premises after the expiration of the term of this Lease
after having failed to exercise an Option, or if said broker(s) are the
procuring cause of any other lease or sale entered into between the
parties pertaining to the Premises and/or any adjacent property in which
Lessor has an interest, then as to any of said transactions, Lessor shall
pay said broker(s) a fee in accordance with the schedule of said broker(s)
in effect at the time of execution of this Lease.
16. Estoppel Certificate.
(a) Lessee shall at any time upon not less than ten (10) days' prior
written notice from Lessor execute, acknowledge and deliver to Lessor a
statement in writing (i) certifying that this Lease, as so modified, is in
full force and effect) and the date to which the rent and other charges
are paid in advance, if any, and (ii) acknowledging that there are not, to
Lessee's knowledge, any uncured defaults on the part of Lessor hereunder,
or specifying such defaults if any are claimed. Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer of
the Premises.
(b) At Lessor's option, Lessee's failure to deliver such statement within
such time shall be a material breach of this Lease or shall be conclusive
upon Lessee (i) that this Lease is in full force and effect, without
modification except as may be represented by Lessor; (ii) that there are
no uncured defaults in Lessor's performance; and (iii) that not more than
one month's rent has been paid in advance or such failure may be
considered by Lessor as a default by Lessee under this Lease.
(c) If Lessor desires to finance, refinance, or sell the Premises, or any
part thereof, Lessee hereby agrees to deliver to any lender or purchaser
designated by Lessor such financial statements of Lessee as may be
reasonably required by such lender or purchaser. Such statements shall
include the past three years' financial statements of Lessee. All such
financial statements shall be received by Lessor and such lender or
purchaser in confidence and shall be used only for the purposes herein set
forth.
17. Lessor's Liability. The term "Lessor" as used herein shall mean only
the owner or owners at the time in question of the fee title or a Lessee's
interest in a ground lease of the Premises, and except as expressly
provided in Paragraph 15, in the event of any transfer of such title or
interest, Lessor herein named (and in case of any subsequent transfers
then the grantor) shall be relieved from and after the date of such
transfer of all liability as respects Lessor's obligations thereafter to
be performed, provided that any funds in the hands of Lessor or the then
grantor at the time of such transfer, in which Lessee has an interest,
shall be delivered to the grantee, provided further that such transferee
has accepted in writing this Lease Agreement. The obligations contained
in this Lease to be performed by Lessor shall, subject as aforesaid, be
binding on Lessor's successors and assigns, only during their respective
periods of ownership.
18. Severability. The invalidity of any provision of this Lease as
determined by a court of competent jurisdiction, shall in no way affect
the validity of any other provision hereof.
19. Interest on Past-due Obligations. Except as expressly herein
provided, any amount due to Lessor not paid when due shall bear interest
at the maximum rate then allowable by law from the date due. Payment of
such interest shall not excuse or cure any default by Lessee under this
Lease, provided however, that interest shall not be payable on late
charges incurred by Lessee nor on any amounts upon which late charges are
paid by Lessee.
20. Time of Essence. Time is of the essence.
21. Additional Rent. Any monetary obligations of Lessee to Lessor under
the terms of this Lease shall be deemed to be rent.
22. Incorporation of Prior Agreements; Amendments. This Lease contains
all agreements of the parties with respect to any matter mentioned herein.
No prior agreement or understanding pertaining to any such matter shall be
effective. This Lease may be modified in writing only, signed by the
parties in interest at the time of the modification. Except as otherwise
stated in this Lease, Lessee hereby acknowledges that neither the real
estate broker(s) listed in Paragraph 15 hereof nor any cooperating
broker(s) on this transaction nor the Lessor or any employees or agents of
any of said persons has made any oral or written warranties or
representations to Lessee relative to the condition or use by Lessee of
said Premises and Lessee acknowledges that Lessee assumes all
responsibility regarding the Occupational Safety Health Act, the legal use
and adaptability of the Premises and the compliance thereof with all
applicable laws and regulations in effect during the term of this Lease
except as otherwise specifically stated in this Lease.
23. Notices. Any notice required or permitted to be given hereunder
shall be in writing and may be given by personal delivery or by certified
mail, and if given personally or by mail, shall be deemed sufficiently
given if addressed to Lessee or to Lessor at the address noted below the
signature of the respective parties, as the case may be. Either party may
by notice to the other specify a different address for notice purposes
except that upon Lessee's taking possession of the Premises, the Premises
shall constitute Lessee's address for notice purposes. A copy of all
notices required or permitted to be given to Lessor hereunder shall be
concurrently transmitted to such party or parties at such addresses as
Lessor may from time to time hereafter designate by notice to Lessee.
24. Waivers. No waiver by Lessor and Lessee or any provision hereof
shall be deemed a waiver of any other provision hereof or of any
subsequent breach by Lessor and Lessee of the same or any other provision.
Lessor and Lessee consent to, or approval of, any act shall not be deemed
to render unnecessary the obtaining of Lessor's and Lessee's consent to or
approval of any subsequent act by Lessor and Lessee. The acceptance of
rent hereunder by Lessor and Lessee shall not be a waiver of any preceding
breach by Lessor and Lessee of any provision hereof, other than the
failure of Lessor and Lessee to pay the particular rent so accepted,
regardless of Lessor's and Lessee's knowledge of such preceding breach at
the time of acceptance of such rent.
25. Recording. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of
this Lease for recording purposes.
26. Holding Over. If Lessee, with Lessor's consent, remains in
possession of the Premises or any part thereof after the expiration of the
term hereof, such occupancy shall be a tenancy from month to month upon
all the provisions of this Lease pertaining to the obligations of Lessee,
but all options and rights of first refusal, if any, granted under the
terms of this Lease shall be deemed terminated and be of no further effect
during said month to month tenancy.
27. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.
28. Covenants and Conditions. Each provision of the Lease performable by
Lessee shall be deemed both a covenant and a condition.
29. Binding Effect; Choice of Law. Subject to any provisions hereof
restricting assignment or subletting by Lessee and subject to the
provisions of Paragraph 17, this Lease shall bind the parties, their
personal representatives, successors and assigns. This Lease shall be
governed by the laws of the State wherein the premises are located.
30. Subordination.
(a) This Lease, at Lessor's option, shall be subordinate to any ground
lease, mortgage, deed of trust, or any other hypothecation or security now
or hereafter placed upon the real property of which the Premises are a
part and to any and all advances made on the security thereof and to all
renewals, modifications, consolidations, replacements and extensions
thereof. Notwithstanding such subordination, Lessee's right to quite
possession of the Premises shall not be disturbed if Lessee is not in
material default and so long as Lessee shall pay the rent and be in
substantial compliance with all of the provisions of the Lease, unless
this Lease is otherwise terminated pursuant to its terms. If any
mortgagee, trustee or ground lessor shall elect to have this Lease prior
to the lien of its mortgage, deed of trust or ground lease, and shall give
written notice thereof to Lessee, this Lease shall be deemed prior to such
mortgage, deed of trust, or ground lease, whether this Lease is dated
prior or subsequent to the date of said mortgage, deed of trust or ground
lease or the date of recording thereof.
(b) Lessee agrees to execute any documents required to effectuate an
attornment, a subordination or to make this Lease prior to the lien of any
mortgage, deed of trust or ground lease, as the case may be. Lessee's
failure to execute such documents within 10 days after written demand
shall constitute a material default by Lessee hereunder, or, at Lessor's
option, Lessor shall execute such documents on behalf of Lessee as
Lessee's attorney-in-fact. Lessee does hereby make, constitute and
irrevocably appoint Lessor as Lessee's attorney-in-fact and in Lessee's
name, place and stead, to execute such documents in accordance with this
Paragraph 30(b).
31. Attorney's Fees. If either party or the broker(s) named herein
brings an action to enforce the terms hereof or declare rights hereunder,
the prevailing party in any such action, on trial or appeal, shall be
entitled to his reasonable attorney's fees to be paid by the losing party
as fixed by the court. The provisions of this Paragraph 31 shall inure to
the benefit of the broker named herein who seeks to enforce a right
hereunder.
32. Lessor's Access. Lessor and Lessor's agents shall have the right to
enter the Premises at reasonable times for the purpose of inspecting the
same, showing the same to prospective purchasers, lenders, or lessees, and
making such alterations, repairs, improvements or additions to the
Premises or to the building of which they are a part as Lessor may deem
necessary or desirable. See Addendum to Lease, Paragraph 61. Lessor may
at any time place on or about the Premises any ordinary "For Sale" signs
and Lessor may at any time during the last 120 days of the term hereof
place on or about the Premises any ordinary "For Lease" signs, all without
rebate of rent or liability to Lessee.
33. Auctions. Lessee shall not conduct, nor permit to be conducted,
either voluntarily or involuntarily, any auction upon the Premises without
first having obtained Lessor's prior written consent. Notwithstanding
anything to the contrary in this Lease, Lessor shall not be obligated to
exercise any standard of reasonableness in determining whether to grant
such consent.
34. Signs. Lessee shall be allowed to place signage upon the Premises so
long as all such signage is in compliance with all applicable codes and
regulations. Lessor shall be provided copies of all sign applications.
35. Merger. The voluntary or other surrender of the Lease by Lessee, or
a mutual cancellation thereof, or a termination by Lessor, shall not work
a merger, and shall, at the option of Lessor, terminate all or any
existing subtenancies or may, at the option of Lessor, operate as an
assignment to Lessor of any or all of such subtenancies.
36. Consents. Except for Paragraph 33 hereof, wherever in this Lease the
consent of one party is required to an act of the other party such consent
shall not be unreasonably withheld.
37. Guarantor. In the event that there is a guarantor of this Lease,
said guarantor shall have the same obligations as Lessee under this Lease.
38. Quiet Possession. Upon Lessee paying the rent for the Premises and
observing and performing all of the covenants, conditions and provisions
of Lessee's part to be observed and performed hereunder, Lessee shall have
quiet possession of the Premises for the entire term hereof subject to all
of the provisions of this Lease. The individuals executing this Lease on
behalf of Lessor represent and warrant to Lessee that they are fully
authorized and legally capable of executing this Lease on behalf of Lessor
and that such execution is binding upon all parties holding an ownership
interest in the Premises.
39. Options.
39.1 Definition. As used in this Paragraph the word "Options" has the
following meaning: (1) the right or option to extend the term of this
Lease or to renew this Lease or to extend or renew any Lease that Lessee
has on other property of Lessor; (2) the option or right of first refusal
to lease the premises or the right of first offer to lease the Premises or
the right of first refusal to lease other property of Lessor or the right
of first offer to lease other property of Lessor; (3) the right or option
to purchase the Premises, or the right of first refusal to purchase the
Premises, or the right of first offer to purchase the Premises or the
right or option to purchase other property of Lessor, or the right of
first refusal to purchase other property of Lessor or the right of first
offer to purchase other property of Lessor.
39.2 Options Personal. Each Option granted to Lessee in this Lease are
personal to Lessee and may not be exercised or be assigned voluntarily or
involuntarily by or to any person or entity other than Lessee, provided
however, the Option may be exercised by or assigned to any Lessee
Affiliate as defined in Paragraph 12.2 of this Lease. The Options herein
granted to Lessee are not assignable separate and apart from this Lease.
39.3 Multiple Options. In the event that Lessee has any multiple options
to extend or renew this Lease a later option cannot be exercised unless
the prior option to extend or renew this Lease has been so exercised.
39.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option notwithstanding any
provision in the grant of Option to the contrary: (i) during the time
commencing from the date Lessor gives to Lessee a notice of default
pursuant to Paragraph 13.1(b) or 13.1(c) and continuing until the default
alleged in said notice of default is cured; or (ii) during the period of
time commencing on the day after a monetary obligation to Lessor is due
from Lessee and unpaid (without any necessity for notice thereof to
Lessee) continuing until the obligation is paid; or (iii) at any time
after an event of default described in Paragraphs 13.1(1), 13.1(d), or
13.1(e) (without any necessity of Lessor to give notice of such default to
Lessee); or (iv) in the event that Lessor has given to Lessee three or
more notices of default under Paragraph 13.1(b), where a late charge has
become payable under Paragraph 13.4 for each of such defaults, or
Paragraph 13.1(c), whether or not the defaults are cured, during the 12
month period prior to the time that Lessee intends to exercise the subject
Option.
(b) The period of time within which an Option may be exercised shall not
be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of Paragraph 39.4(a).
(c) All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's
due and timely exercise of the Option, if, after such exercise and during
the term of this Lease, (i) Lessee fails to pay to Lessor a monetary
obligation of Lessee for a period of 30 days after such obligation becomes
due (without any necessity of Lessor to give notice thereof to Lessee); or
(ii) Lessee fails to commence to cure a default specified in Paragraph
13.1(c) within 30 days after the date that Lessor gives notice to Lessee
of such default and/or Lessee fails thereafter to diligently prosecute
said cure to completion; or (iii) Lessee commits a default described in
Paragraph 13.1(a), 13.1(d) or 13.1(e) (without any necessity of Lessor to
give notice of such default to Lessee); or (iv) Lessor gives to Lessee
three or more notices of default under Paragraph 13.1(b), where a late
charge becomes payable under Paragraph 13.4 for each such default, or
Paragraph 13.1(c), whether or not the defaults are cured.
40. Multiple Tenant Building. In the event that the premises are part of
a larger building or group of buildings then Lessee agrees that it will
abide by, keep and observe all reasonable rules and regulations which
Lessor may make from time to time for the management, safety, care and
cleanliness of the building and grounds, the parking of vehicles and the
preservation of good order therein as well as for the convenience of other
occupants and tenants of the building. The violations of any such rules
and regulations shall be deemed a material breach of this Lease by Lessee.
41. Security Measures. Lessee hereby acknowledges that the rental
payable to Lessor hereunder does not include the cost of guard service or
other security measures, and that Lessor shall have no obligation
whatsoever to provide same. Lessee assumes all responsibility for the
protection of Lessee, its agents and invitees from acts of third parties.
42. Easements. Lessor reserves to itself the right, from time to time,
to grant such easements, rights and dedications that Lessor deems
necessary or desirable, and to cause the recordation of Parcel Maps and
restrictions, so long as such easements, rights dedications, Maps and
restrictions do not unreasonable interfere with the use of the Premises by
Lessee. Lessee shall sign any of the aforementioned documents upon
request of Lessor and failure to d so shall constitute a material breach
of this Lease.
43. Performance Under Protest. If at any time a dispute shall arise as
to any amount or sum of money to be paid by one party to the other under
the provisions hereof, the party against whom the obligation to pay the
money is asserted shall have the right to make payment "under protest" and
such payment shall not be regarded as voluntary payment, and there shall
survive the right on the part of said party to institute suit for recovery
of such sum. If it shall be adjudged that there was no legal obligation
on the part of said party to pay such sum or any part thereof, said party
shall be entitled to recover such sum or so much thereof as it was not
legally required to pay under the provisions of this Lease.
44. Authority. If Lessee is a corporation, trust, or general or limited
partnership, each individual executing this Lease on behalf of such entity
represents and warrants that he or she is duly authorized to execute and
deliver this Lease on behalf of said entity, if Lessee is a corporation,
trust or partnership, Lessee shall, within thirty (30) days after
execution of this Lease, deliver to Lessor evidence of such authority
satisfactory to Lessor.
45. Conflict. Any conflict between the printed provisions of this Lease
and the typewritten or handwritten provisions shall be controlled by the
typewritten or handwritten provisions.
46. Insuring Party. The insuring party under this lease shall be the
Lessee.
47. Addendum. Attached hereto is an addendum or addenda containing
Paragraphs 49 through 62 which constitutes a part of this Lease. Addendum
to Lease and Exhibits A and B are attached to and made a part of this
Lease.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH
TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW
THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE
THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR
AND LESSEE WITH RESPECT TO THE PREMISES.
IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO
YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS
MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL
ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION
RELATING THERETO; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR
OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
The parties hereto have executed this Lease at the place on the
dates specified immediately adjacent to their respective
signatures.
Executed at NZ Properties, Inc.
on By
Address By s/X.X. Xxxxxx, Xx. VP
Treasurer
NZ PROPERTIES, INC. "LESSOR" (Corporate Seal)
Executed at Neltec, Inc., a wholly owned subsidiary of
Park Electrochemical Corp.
on By
Address By
NELTEC, INC. a wholly owned subsidiary of Park Electrochemical
Corporation.
NOTE: These forms are often modified to meet changing requirements of law
and needs of the industry. Always write or call to make sure you are
utilizing the most current form: AMERICAN INDUSTRIAL REAL ESTATE
ASSOCIATION; 000 Xx. Xxxxxxxx Xx. X-0; Xxx Xxxxxxx XX 00000
(000) 000-0000
ADDENDUM TO LEASE
Between NZ Properties, Inc., an Arizona Corporation, Lessor and Neltec,
Inc., a Delaware Corporation, a Wholly Owned Subsidiary of Park
Electrochemical Corp., Lessee, dated November 26, 1990.
49. Improvements:
a. Lessor shall provide Lessee with an allowance of $151,632.00 to be
used solely for the purpose of performing those improvements to Premises
which Lessee determines to be necessary for the operation of Lessee's
business. Such allowance shall be disbursed to Lessee upon Lessee's
presentation of receipts and lien wavers to Lessor for work performed or
goods purchased.
b. Lessee shall be permitted to construct an enclosed, elevated portion
of building extending above existing roof by approximately 15 to 20 feet
and measuring approximately 40 feet by 40 feet and located in interior
portion of building. All structural work shall be performed by a licensed
general contractor and shall comply with all applicable codes and
regulations.
c. Lessee shall be permitted to bring natural gas service to premises
which shall be at Lessee's expense.
x. Xxxxxx shall remove all debris and miscellaneous parts and equipment
from rear, fenced yard at Lessor's expense.
50. Phase I Environmental Study: Lessor shall provide, at Lessor's
expense, a current Phase I Environmental Audit which shall be completed no
later than December 15, 1990, and a copy of which shall be provided
Lessee.
51. Contingency: The proposed lease shall be subject to Lessee's
obtaining all required licenses and permits required to operate Lessee's
business and to modify premises as Lessee requires. Lessee shall have one
hundred twenty (120) days from the lease commencement date to obtain such
licenses and permits. Lessee's failure to obtain such licenses and
permits within the prescribed period shall result in allowing Lessee at
Lessee's option, the right to cancel this lease by providing Lessor with
thirty (30) days advance written notice. In the event of such
cancellation, Lessee shall, at Lessee's expense and Lessor's option: (a)
return premises to its original condition; or (b) reimburse Lessor for
Lessor's expenses to date associated with the improvement allowance
contained in Paragraph 49 of this Addendum to Lease. In addition, in the
event Lessee elects to cancel this Lease at any time after the lease has
been in effect for sixty (60) days and prior to the prescribed 120 day
period, Lessee shall also pay to Lessor rental equal to two months rent
based upon the monthly rental of $12,232.67 plus rental tax.
52. First Right of Refusal to Purchase: Lessee shall be provided the
first right of refusal to purchase subject property so long as Lessee is
not in material default of this lease for a period not to exceed the first
ten (10) years of Lessee's occupancy after which time Lessee shall no
longer retain such right. During the period such right is in force, in
the event Lessor receives a signed bona fide purchase contract for the
purchase of premises from a third party which is acceptable to Lessor,
prior to Lessor's accepting such purchase contract, Lessor shall first
submit a copy of such purchase contract to Lessee for Lessee's approval or
disapproval. Lessee shall have three business days from Lessee's receipt
to accept such purchase contract and Lessee's failure to accept such
purchase contract within the prescribed period shall result in Lessee's
losing such right to accept such purchase contract and Lessor shall then
have the right to enter into such purchase contract with such third party.
53. Right of First Offer: So long as Lessee is not in material default
of this Lease, Lessee shall have the right of first offer throughout the
initial term of this lease and the option periods contained herein.
Lessor shall notify Lessee at any time or times Lessor elects to make
premises available for sale prior to Lessor's making such information
public.
54. Rental and Rental Adjustments: The monthly rental shall be as
follows:
Period Monthly Rental
12/01/90 thru 05/31/91 None
06/01/91 thru 11/30/91 $ 8,718.84
12/01/91 thru 11/30/93 $11,372.40
Beginning in the thirty-seventh (37th) month of the initial term and in
the first and thirty-first month of each renewal period the monthly rental
shall be adjusted by a percentage equal to the percentage of change in the
All Urban Consumer Price Index (CPI-U) as compiled and published monthly
by the U.S. Department of Labor by using November, 1990 as the base
period. The difference in the Index between the base period and the month
ending immediately preceding each scheduled adjustment date as a
percentage shall be applied toward the then current rental to establish
the rental until the next scheduled adjustment date.
No such adjustments, however, shall be greater than an average of 6% per
annum increase nor less than that rental for the immediately preceding
period. Due to the delay between the scheduled rental adjustment date and
the date the Index information is made available, the rental shall remain
the same as that rental for the period immediately preceding the scheduled
rental adjustment date until such time as Lessor notified Lessee of such
change in rental as a result of any change in the Index. Lessor shall
notify Lessee within thirty days of such change following the release of
such Index information and shall include any back rental due extending
back to the scheduled rental adjustment date.
55. Options to Renew: So long as Lessee is not in material default of
this Lease and, as consideration of Lessee's payment of rent, Lessee shall
have three (3) five (5) year options to renew this Lease which shall
commence consecutively with the termination of the Lease term. The terms
and conditions for such renewal periods shall be the same as those
contained in this Lease except that the rental shall be adjusted as set
forth in Paragraph 54 of this Addendum. To exercise each option to renew,
Lessee shall provide Lessor with a minimum of 120 days advance written
notice prior to the termination date of the then current lease term or
extension period.
56. Hazardous Substances:
(a) Reportable Uses Require Consent. The term "Hazardous Substance" as
used in this Lease shall mean any product, substance, chemical, material
or waste whose presence, nature, quantity, and/or intensity of existence,
use, manufacture, disposal, transportation, spill, release or effect,
either by itself or in combination with the other materials expected to be
on the Premises, is either: (i) potentially injurious to the public
health, safety or welfare, the environment or the Premises, (ii) regulated
or monitored by any governmental authority, or (iii) a basis for liability
of Lessor to any governmental agency or third party under any applicable
statute or common law theory. Hazardous Substance shall include, but not
be limited to, hydrocarbons, petroleum, gasoline, crude oil or any
products, by-products or fractions thereof. Lessee shall not engage in
any activity in, on or about the Premises which constitutes a Reportable
Use (as hereinafter defined) of Hazardous Substances without the
substantial compliance in a timely manner (at Lessee's sole cost and
expense) with all Applicable Law (as defined in Paragraph 56(c).
"Reportable Use" shall mean (i) the installation or use of any above or
below ground storage tank, (ii) the generation, possession, storage, use,
transportation, or disposal of a Hazardous Substance that requires a
permit from, or with respect to which a report, notice, registration or
business plan is required to be filed with, any governmental authority.
Reportable Use shall also include Lessee's being responsible for the
presence in, on or about the Premises of a Hazardous Substance with
respect to which any Applicable Law requires that a notice be given to
persons entering or occupying the Premises or neighboring properties.
(b) Indemnification. Lessee shall indemnify, protect, defend and hold
Lessor, its agents, employees, lenders and ground lessor, if any, and the
Premises, harmless from and against any and all loss of rents and/or
damages, liabilities, judgments, costs, claims, liens, expenses,
penalties, permits and attorney's and consultant's fees arising out of or
involving any hazardous Substance or storage tank brought onto the
Premises by or for Lessee or under Lessee's control. Lessee's obligations
under this Paragraph 6 shall include, but not be limited to, the effects
of any contamination or injury to person, property or the environment
created or suffered by Lessee, and the cost of investigation (including
reasonable consultant's and attorney's fees and testing), removal,
remediation, restoration and/or abatement thereof, or of any contamination
therein involved, and shall survive the expiration or earlier termination
of this Lease. No termination, cancellation or release agreement entered
into by Lessor and Lessee shall release Lessee from its obligations under
this Lease with respect to Hazardous Substances or storage tanks, unless
specifically so agreed by Lessor in writing at the time of such agreement.
(c) Lessee's Compliance with the Law. Except as otherwise provided in
this Lease, Lessee shall, at Lessee's sole cost and expense, fully,
diligently and in a timely manner, comply with all "Applicable Law", which
term is used in this Lease to include all laws, rules, regulations,
ordinances, directives, covenants, easements and restrictions of record,
permits, relating in any manner to the Premises (including but not limited
to matters pertaining to (i) industrial hygiene, (ii) environmental
conditions on, in, under or about the Premises, including soil and
groundwater conditions, and (iii) the use, generation, manufacture,
production, installation, maintenance, removal, transportation, storage,
spill or release of any Hazardous Substance or storage tank), now in
effect or which may hereafter come into effect, and whether or not
reflecting a change in policy from any previously existing policy. Lessee
shall, within five (5) days after receipt of Lessor's written request,
provide Lessor with copies of all documents and information, including,
but not limited to, permits, registrations, manifests, applications,
reports and certificates, evidencing Lessee's compliance with any
Applicable Law specified by Lessor, and shall immediately upon receipt,
notify Lessor in writing (with copies of any documents involved) of any
threatened or actual claim, notice, citation, warning, complaint
pertaining to or involving failure by Lessee or the Premises to comply
with any Applicable Law.
(d) Inspection; Compliance. Lessor and Lessor's Lender(s) as defined
in Paragraph 8.3(a) shall have the right to enter the Premises at any
time, in the case of an emergency, and otherwise at reasonable times, and
upon reasonable notice, for the purpose of inspecting the condition of the
Premises and for verifying compliance by Lessee with this Lease and all
Applicable Laws (as defined in Paragraph 56.3), and to employ experts
and/or consultants in connection therewith and/or to advise Lessor with
respect to Lessee's activities, including but not limited to the
installation, operation, use, monitoring, maintenance, or removal of any
hazardous Substance or storage tank on or from the Premises. The costs
and expenses of any such inspections shall be paid by the party requesting
same, unless a material default or Breach of this Lease, violation of
Applicable Law, or a contamination, caused or materially contributed to by
Lessee is found to exist or be imminent, or unless the inspection is
requested or ordered by a governmental authority as the result of any such
existing or imminent violation or contamination. In any such case, Lessee
shall upon request reimburse Lessor or Lessor's Lender, as the case maybe,
for the reasonable costs and expenses of such inspections.
57. Lessor's Representation: Lessor hereby represents and warrants that,
prior to the time Lessee begins its modifications to the building, all
structural aspects of the Premises shall be in sound condition and in good
repair. Notwithstanding the provisions of paragraph 7.1, Lessee shall not
be required to make any repairs to the Premises which are required as a
result of the breach, by Lessor, of the foregoing representation and
warrantee. Notwithstanding the provisions of Paragraph 7.4, Lessor shall
be obligated to effect such repairs and maintenance to the Premises which
are required as a result of the breach, by Lessor, of the foregoing
representation and warrantee. Notwithstanding the provisions of the last
sentence of Paragraph 8.6, Lessee assumes no risk and waives no claim with
respect to any damage or injury which results from the breach, by Lessor,
of the foregoing representation and warrantee. Notwithstanding the
provisions of Paragraph 8.7, Lessor shall not be relieved from any
liability relating to the matters described in Paragraph 8.7, provided
that such matters or circumstances result from or are attributable to the
breach, by Lessor, of the foregoing representation and warrantee.
Notwithstanding the last sentence of Paragraph 9.6, lessor shall not be
relieved of any claim of Lessee with respect to any such damage,
destruction, repair or restoration referred to in such sentence, provided
that such matters result from or are attributable to the breach, by
Lessor, of the foregoing representation and warrantee.
58. If Lessor shall be obligated to repair or restore the Premises under
the provisions of Paragraph 9 and Lessor cannot reasonably assure Lessee
that such repair or restoration shall be substantially completed within
ninety (90) days after such obligations first accrued, Lessee may at
Lessee's election to do so at any time prior to the commencement of such
repair or restoration. In such event, this Lease shall terminate as of
the date of such notice. For purposes of this Paragraph, repairs or
restorations shall be considered to be substantially completed if and when
Lessee can reasonably operate and conduct its business in the portion of
the Premises which were damaged.
59. The following shall be made a part of Paragraph 7.5(a) of this Lease
to be inserted as shown:
except for the alterations, improvements, additions or utility
installations contemplated by Paragraph 49 hereof or as generally
contemplated by the schedule of exterior, interior and structural
modifications annexed hereto as Exhibit "B" and made a part hereof, and
except for non-structural alterations not exceeding $25,000 in cumulative
costs per calendar year.
60. The following shall be made a part of Paragraph 7.5(b) of this Lease
to be inserted as shown at the end of the paragraph:
In any case, lessor may not unreasonably withhold its consent to any
alterations, improvements, additions or utility installations, whether
structural or otherwise, proposed by Lessee.
61. The following shall be made a part of Paragraph 7.5(d) to be inserted
as shown at the end of the paragraph:
Notwithstanding the foregoing, lessee may in all cases remove any and all
machinery and equipment (whether or not affixed to Premises) provided that
Lessee repair to Lessor's reasonable satisfaction any and all damage
caused by such removal.
62. The following shall be made a part of Paragraph 32 or this Lease as
shown:
, provided that except under emergency circumstances, lessor shall provide
Lessee with two business days advance notice of any such entry.
LESSOR: LESSEE:
NZ Properties, Inc. Neltec, Inc., a Wholly Owned Subsidiary of
Park Electrochemical Corporation
/s/ X.X. Xxxxxx /s/ Xxxxx Xxxxxx
X.X. Xxxxxx Vice President
Senior Vice President
and Treasurer
EXHIBIT B
The following is a description of the current modifications plans for the
facility at 0000 X. 00xx Xxxxx, Xxxxx, XX.
EXTERIOR MODIFICATIONS:
1. All exterior glass and the main entrance door is to be replaced with
new. All glass and door locations will remain unchanged.
2. The existing landscaping will be upgraded by adding new bushes and
gravel. Also some of the mature trees will be replaced with new ones
since the existing trees have grown close to the building.
3. Some minor architectural changes may be made to the facade if these
changes can be effected without altering the basic structure of the
building.
4. The rear yard chain link fence may be replaced with a block wall.
INTERIOR MODIFICATIONS:
1. All existing offices will be demolished. This area will be rebuilt
with a second story to allow for future growth.
2. A maintenance shop and lunchroom will be constructed to the east of
the offices and will also have a second story for expansion.
3. The balance of the area will be divided into separate manufacturing
areas, each having its own function and character. The areas to be
included are:
. Glass and copper storage
. Treater Bay
. Treater control room
. Resin mix and storage room
. Hot oil room
. Prepreg storage room
. B-Sales rooms
. Lay-up rooms
. Set-up rooms
. Shear/inspection/Shipping and receiving
. Gowning rooms
STRUCTURAL MODIFICATIONS:
1. The approximately 1,000 square foot resin mix room will require that
the floor be removed and re-poured at a level 18" below grade. This will
allow for state of the art passive secondary containment of all mixed
chemicals.
2. The heavy weight of the treater will require that the approximately
3,000 square foot treater bay floor be removed and re-poured at a
thickness of 18" to allow for the heavy load of the machine. The new
floor will be at grade level.
3. To accommodate the height of the treater and a room mounted thermal
oxidizer, the treat bay will consist of a structural steel base with half
of the bay extending 40 feet up, and the other half supporting the thermal
oxidizer.
4. The outdoor loading dock may have to be relocated to accommodate
product flow.
MECHANICAL, ELECTRICAL, and PLUMBING MODIFICATIONS:
1. Several rooftop air-conditions systems will be required to facilitate
the environmental needs of the facility. These system include at lease
one 50 ton unit as well as several 10 ton units.
2. The facility will require complete plumbing distribution systems for
compressed air, resin transfer, cooling water, hot oil distribution,
natural gas, and other minor processes.
3. The facility will require a complete electrical distribution system as
would by typical for a facility as described here. The service entrance
section will be about 1600 amps at 480 volts A.C., 3 phase.
[EXH1013]
