EXHIBIT 10.3
LEASE
BETWEEN
INDUSTRIAL DEVELOPMENT ASSOCIATES
AND
ALPHABET, INC.
Carolina Central Industrial Center
Mebane, North Carolina
INDUSTRIAL DEVELOPMENT ASSOCIATES
LEASE SUMMARY FORM
Date: June 11, 1985
TENANT: MCR, INC.
-------------------------------------------------------------------------
UNIT LEASED: Building I 0000 Xxxxxxx, Xxxxxx Feet: 50,998
----------------------------- --------------------------
LEASE DATE: October 28, 1978
------------------------------
EFFECTIVE DATE: March 31, 1979 ADJUSTMENT DATE: October 28, 2003
------------------------- -----------------------
SECURITY DEPOSIT: $7,863.00
-----------------------
TENANT IMPROVEMENTS BY LANDLORD: COST:
--------------- ------------------------
ORIGINAL TERM: 25 years RENEWALS: 3 addl. terms at 5 years each
----------------------- --------------------------------
BASIC RENT:1st Yr. 1983=$11,360/mo. 2nd Yr. 1984= $11,701/mo.
------------------------ -------------------------
3rd Yr.1985=$12,500/mo 4th Yr. 3% CPI (for utilities) 5th Yr. 3% CPI
---------------------- ------------------------------ ---------------
RENEWAL RENT BASE: 1st: , 2nd:
-----------------------
ADDITIONAL RENT:
UTILITIES: Landlord pays utilities
--------------------------------------
OPERATING PASS THRU: Insurance and taxes
----------------------------------
C.P.I.: 3% annual
-----------------------------------------
OTHER: Pro rata share of common area
------------------------------------------
PARKING: Included
------------------------------------------------
FIRST RIGHT OF REFUSAL:
---------------------------------
OTHER: Renewal notice 180 days prior to term. (10/28/03
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
COMMENTS: Original Rent $7,863.00 $1.85 sq.ft.
----------------------------------------------------------------------
1985 approx. $2.85 sq.ft./Landlord pays utilities
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
RENEWAL DATE: October 28, 2003 EXERCISED:
------------------- ----------------------
LEASE EXPIRATION DATE: October 28, 2028
-----------------------------------------
(Including renewals)
TABLE OF CONTENTS
Page
ARTICLE I
Premises and Construction
-------------------------
Section 1.1. Premises .................................................. 1
Section 1.2. Construction of Improvements .............................. 1
Section 1.3. Work to Be Performed by
Landlord for Tenant at
Tenant's Expense .......................................... 2
ARTICLE II
Lease Term
----------
Section 2.1. Term ...................................................... 3
Section 2.2. Renewal Option ............................................ 4
ARTICLE III
Rent
----
Section 3.1. Annual Rent ............................................... 5
Section 3.2. Impositions ............................................... 5
Section 3.3. Utilities ................................................. 6
Section 3.4. Expenses .................................................. 6
Section 3.5. Security Deposit .......................................... 7
ARTICLE IV
Occupancy
---------
Section 4.1. Quiet Enjoyment ........................................... 7
Section 4.2. Use of Premises ........................................... 8
Section 4.3. Compliance with Law ....................................... 8
Section 4.4. Covenants ................................................. 8
-i-
Page
ARTICLE V
Transfers
---------
Section 5.1. Subletting ................................................. 9
ARTICLE VI
Parking
-------
Section 6.1. Parking .................................................... 9
ARTICLE VII
Maintenance, Alterations
------------------------
and Additional Space
---------------------
Section 7.1. Maintenance and Repair .................................... 10
Section 7.2. Common Area Maintenance. . . ............................. 11
Section 7.3. Alterations by Tenant ..................................... 11
ARTICLE VIII
Surrender of Leased Premises
----------------------------
Section 8.1. Surrender ................................................. 12
Section 8.2. Tenant Equipment Excepted ................................. 12
ARTICLE IX
Mechanic's Liens
----------------
Section 9.1. Mechanic's Liens .......................................... 13
ARTICLE X
Insurance and Indemnity
-----------------------
Section 10.1. Casualty Insurance ........................................ 13
Section 10.2. Indemnity ................................................. 14
Section 10.3. Public Liability Insurance ................................ 15
Section 10.4. Revision of Insurance
Coverage .................................................. 15
-ii-
Page
ARTICLE XI
Eminent Domain
--------------
Section 11.1. Total Taking ............................................ 16
Section 11.2. Partial Taking .......................................... 16
Section 11.3. Damages ................................................. 17
Section 11.4. Rent .................................................... 17
ARTICLE XII
Damage and Destruction
----------------------
Section 12.1. Restoration of Damaged
or Destroyed Leased
Premises ................................................ 17
Section 12.2. No Abatement ............................................ 18
ARTICLE XIII
Default by Tenant
-----------------
Section 13.1. Tenant's Default ........................................ 18
Section 13.2. Remedies Not Exclusive;
No Waiver ............................................... 21
Section 13.3. Cure by Landlord ........................................ 22
ARTICLE XIV
Bankruptcy
----------
Section 14.1. Effect of Bankruptcy or
Other Proceedings ....................................... 22
-iii-
Page
ARTICLE XV
Miscellaneous
-------------
Section 15.1. Recording .................................................. 23
Section 15.2. Estoppel Certificates ...................................... 23
Section 15.3. Right to Enter ............................................. 24
Section 15.4. Conditions and Termination ................................. 24
Section 15.5. Laws of North Carolina ..................................... 25
Section 15.6. Severability ............................................... 25
Section 15.7. Headings ................................................... 25
Section 15.8. Notices .................................................... 25
Section 15.9. Force Majeure .............................................. 25
Section 15.10. Successors ................................................. 26
Section 15.11. Subordination .............................................. 26
Section 15.12. Assignment of Landlord's
Interest ................................................... 26
Section 15.13. Transfer by Landlord ....................................... 26
Section 15.14. Time of Essence ............................................ 27
-iv-
CAROLINA CENTRAL INDUSTRIAL CENTER
LEASE
THIS AGREEMENT OF LEASE is made as of this 24th day of October, 1978,
by and between INDUSTRIAL DEVELOPMENT ASSOCIATES, a Maryland limited
partnership, having a place of business c/o MSC Corporation at 00 Xxxx Xxxx,
Xxxxxx, Xxxxxxxx 00000 ("Landlord"), as landlord, and ALPHABET, INC.
, a Ohio corporation having a place of business
at P. O. Xxx 000, Xxxxxx, Xxxx 00000 ("Tenant"), as tenant.
Article I
---------
Premises and Construction
-------------------------
1.1. PREMISES. Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord, the premises described in Exhibit A to this Lease
consisting of approximately 50,998 square feet of space (the "Leased Premises")
in the building constructed or to be constructed (the "Building") on the
property described in Exhibit B to this Lease (the "Property") located at the
Carolina Central Industrial Center, Mebane, Alamance County, North Carolina,
together with necessary access, parking and utility easements to serve the
Leased Premises, upon the terms and conditions stated in this Lease.
1.2. CONSTRUCTION OF IMPROVEMENTS. Landlord intends to construct or has
constructed on the Property the Building described in the plans and
specifications referred to in Exhibit C to this Lease (the "Landlord's Plans").
Landlord expects to complete construction of the Building and the Leased
Premises on or before March 31, 1979 in a manner ready for Tenant to install
Tenant's own improvements.
1.3. WORK TO BE PERFORMED BY LANDLORD FOR TENANT AT TENANT'S EXPENSE.
Landlord, at Tenant's cost and expense shall perform and complete such work on
the interior of the Leased Premises as set forth in the plans and specifications
for Tenant's improvements ("Tenant's Plans") attached as Exhibit D to this
Lease. Tenant's Plans shall include, but shall not be limited to, all necessary
partitions, interior walls, interior doors, acoustical ceilings, lights,
switches, wiring, exterior and interior wall finishes, finished floors, sinks,
toilets, and installation of all fixtures and equipment necessary for the
completion of first-class office and manufacturing facilities suitable for
Tenant's needs. Upon submission of a xxxx therefor from Landlord, Tenant shall
pay Landlord the costs of all work performed by Landlord pursuant to this
Section 1.3.
During the period Landlord is performing work on the Leased Premises
pursuant to Section 1.2 and this Section 1.3, Tenant shall have the right to
enter upon the Leased Premises to install its fixtures, equipment, and other
property so long as Tenant does not interfere with Landlord in the performance
of Landlord's work.
Upon completion of construction as set forth in Section 1.2 and in this
Section 1.3, Landlord shall deliver to Tenant (a) a certificate of completion by
the architect who supervised the construction, which shall state that all work
performed by Landlord has been completed in accordance with Landlord's Plans and
Tenant's Plans and (b) a certificate of occupancy or any equivalent permit or
certificate which may be required by any governmental authority prior to the
commencement of business on the Leased Premises.
Page 2
Landlord shall notify Tenant in writing as soon as the Leased Premises
are substantially completed in accordance with Landlord's Plans and Tenant's
Plans and ready for Tenant to take occupancy. Taking of possession by Tenant
shall be deemed to establish that the Building on the Property is completed in
accordance with Landlord's Plans and Tenant's Plans and that the Leased Premises
are in good and satisfactory condition as of and when possession is taken,
except for punch list items for the Leased Premises specified by the parties at
the time Tenant takes possession and for faulty materials or workmanship
warranted by Landlord. Landlord hereby warrants the materials and workmanship
for the work performed by Landlord for a period of one year commencing on the
date Tenant takes possession of the Leased Premises to install Tenant's
improvements, provided that Tenant gives Landlord written notice of any defect
promptly as it appears and within such one-year period.
ARTICLE II
----------
Lease Term
----------
2.1. TERM. The term of this Lease shall begin on the Commencement Date
and shall end on the last day of the month in which the twenty-fifth (25th)
annual anniversary of the Commencement Date shall occur, unless sooner
terminated as provided in this Lease (such term as it may be extended pursuant
to this Lease is called the "Term"). "Commencement Date" shall be the date that
Landlord gives notice to Tenant pursuant to Section 1.3 that Tenant may take
possession of the Leased Premises.
If the Commencement Date falls on the first day of a calendar month,
the twenty five year Term shall begin to run (25) from that date. If that date
falls on other than the first
Page 3
day of a month, the Term shall commence on the first day of the month next
following. Upon the request of Landlord, Tenant shall execute a written
agreement, in recordable form if requested, acknowledging the Commencement Date
of the Term.
2.2. RENEWAL OPTION. Provided that this Lease shall be in good standing
and in full force and effect and shall not theretofore have been terminated and
that Tenant shall not be in default under any of the terms or conditions of this
Lease, Tenant shall have the option to renew this Lease for three (3) additional
terms of five (5) years each by notifying Landlord of Tenant's election not less
than one hundred eighty (180) days before the expiration of the initial twenty-
five (25) year term of this Lease or the immediately preceding renewal term, as
the case may be. Each such renewal shall be on the same terms and conditions set
forth in this Lease, except (a) that the annual rent payable during the first
renewal term of this Lease shall be the sum of Ninety-four thousand three
hundred forty-six Dollars ($94,346.00 ) multiplied by a fraction the numerator
of which shall be the 1978 Revised Consumer Price Index for Urban Wage Earners
and Clerical Workers (1967=100) issued by the Bureau of Labor Statistics of the
United States Department of Labor (or the most nearly comparable successor
index) (the "Index") as of the last day of the initial twenty-five (25)
year term and the denominator of which shall be the Index as of the date of this
Lease, and (b) that the annual rent payable during the second renewal term of
this Lease shall be the amount of annual rent calculated in subsection 2.2(a)
multiplied by a fraction the numerator of which shall be the Index as of the
last day of the first renewal term and the denominator of which shall be the
Index as of the first day of the first renewal term. Rent shall be payable in
monthly
Page 4
installments of one-twelfth (1/12th) of the annual rent, in
advance, on the first day of each and every month during such
extended Term. The annual rent shall not be adjusted, however,
below Ninety-four thousand three hundred forty-six -- Dollars
($94,346.00) for either renewal period.
ARTICLE III
-----------
Rent
----
3.1. ANNUAL RENT. Beginning on the Commencement Date, or on the first
day of the month next following if the Commencement Date falls on other than the
first day of a month, Tenant shall pay to Landlord annual rent of Ninety-four
thousand three hundred forty-six - Dollars ($94,346.00), payable to Landlord in
equal monthly installments at the rate of Seven thousand eight hundred
sixty-three Dollars ($7,663.00), without demand or set-off, in legal tender,
and in advance on the first day of each and every month in each year during the
Term. If the Commencement Date shall fall on a day other than the first day of a
calendar month, then Tenant shall pay to Landlord for the month in which the
Commencement Date shall occur an additional rental of an amount calculated by
prorating the monthly rent payment. Tenant shall make all rental payments to
Landlord c/o , attention: Xxxxxxx Xxxxxxxx or at such other address
designated by Landlord.
3.2. IMPOSITIONS. If the annual real estate or other taxes and special
assessments imposed on or with respect to the land and improvements on the
assessed unit of which the Leased Premises are a part (including, without
limitation, front foot or benefit assessments for sewerage, water, or paving and
any rent or occupancy tax which may be imposed) (collectively the "Impositions")
for any tax year
Page 5
during the term of this Lease shall exceed the amount of such taxes and
assessments for the first full tax assessment year commencing after the sixth
(6th) calendar month after the Commencement Date, then Tenant shall pay
Landlord, upon receipt of a xxxx therefor from Landlord, as part of additional
rent for the Leased Premises, the amount of such excess. Tenant shall not be
obligated to pay any installment of any special assessment levied or assessed
during the Term but not due until after termination of this Lease. Impositions
shall be based on a square foot proportional basis as to any assessed unit of
which the Leased Premises are a part.
Unless otherwise required by Landlord, Tenant shall pay its share of
Impositions directly to the Landlord. Upon the request of Tenant, the Landlord
shall deliver copies of Imposition bills and notices to Tenant following their
receipt by Landlord.
3.3. UTILITIES. Beginning on the date Landlord gives notice to Tenant
that Tenant may take possession of the Leased Premises, Tenant shall pay when
due, as part of additional rent, all charges for gas, electricity, water,
sewer, telephone, and all other utilities used or consumed at the Leased
Premises. Landlord shall provide that gas, electricity, and water be separately
metered for the Leased Premises. Tenant shall pay all such bills directly to
the billing entity, and, upon request of Landlord, shall forward to Landlord a
receipt or other appropriate evidence that all such bills are paid.
3.4. EXPENSES. Unless expressly otherwise provided in this Lease,
Tenant shall pay all costs, expenses and obligations of every kind relating to
the Leased Premises which may arise during the Term except (a) municipal, state
or federal
Page 6
income taxes or estate, succession, inheritance or gift taxes, or corporation
franchise taxes assessed against Landlord, (b) costs, expenses, and obligations
incurred by Landlord in connection with the sale or mortgaging of the Leased
Premises, and (c) costs of maintenance and repairs for which Landlord is
responsible under the terms of this Lease.
3.5. SECURITY DEPOSIT. Tenant shall pay to Landlord upon the
execution of this Lease the amount of Seven thousand eight hundred sixty-three
Dollars ($7,863.00) as a security deposit for the faithful performance by
Tenant of all the terms and covenants of this Lease. If any amount owed by
Tenant to Landlord as rent, additional rent or otherwise shall be in arrears,
Landlord may apply the security deposit toward such obligation and Tenant agrees
to re-establish the full amount of security deposit by paying such additional
amount along with the next monthly installment of rent. Provided Tenant shall
not be in default under this Lease, Landlord shall return the security deposit
to Tenant upon the termination of this Lease, less all costs incurred by
Landlord in correcting or satisfying any default by Tenant under this Lease or
in returning the Leased Premises to the same condition as existed at the time
Tenant took possession of the Leased Premises, reasonable wear and tear
excepted. No right or remedy available to Landlord under this Section 3.5 shall
be deemed to preclude any other right or remedy to which Landlord might
otherwise be entitled by this Lease or law.
ARTICLE IV
----------
Occupancy
---------
4.1. QUIET ENJOYMENT. Upon payment of the rent as required under this
Lease and performance by Tenant of all of the covenants and provisions of this
Lease to be performed by
Page 7
Tenant, Tenant shall have during the Lease Term peaceful and quiet use and
possession of the Leased Premises without hindrance on the part of Landlord.
4.2. USE OF PREMISES. Tenant may use the Leased Premises only for the
purpose of
4.3. COMPLIANCE WITH LAW. Tenant shall at all times during the Term, at
its own expense, conform to and comply with all laws, regulations, orders and
other governmental requirements, or requirements of the Board of Fire
Underwriters, now or hereafter in force, affecting the use or occupancy of all
or any part of the Leased Premises. At all times during the Term and for any
period that Tenant enters the Leased Premises prior to the Commencement Date to
make its installations, Tenant indemnifies Landlord against and agrees to save
Landlord harmless from all expenses, liability, and penalty, imposed or incurred
for or because of any violation of any law, regulation, order or other
governmental requirement occasioned by the neglect or omission, or willful act
of Tenant, its customers, employees, visitors, or invitees, independent
contractors, or any person on the Leased Premises by permission or holding under
Tenant unless such violation results solely from an act or omission on the part
of Landlord or an agent or employee of Landlord. Following notice to Landlord,
Tenant, by appropriate proceedings conducted with due diligence at Tenant's
expense in Tenant's name, may contest in good faith the validity or enforcement
of any applicable governmental requirement provided that Landlord is not
subjected to any fine or penalty.
4.4 COVENANTS. At all times during the Term, Tenant shall comply with,
perform, and be bound by, all the terms, provisions, conditions, restrictions,
and covenants set
Page 8
forth in the covenants with respect to the Carolina Central Industrial Center
recorded, or intended to be recorded, among the land records of Alamance County,
North Carolina (the "Covenants") substantially in the form attached as Exhibit
E to this Lease. For the purposes of this Lease, the word "Developer" as used in
the Covenants shall be deemed to mean the Landlord, and the words "Owner" and
"lot owner" as used in the Covenants shall be deemed to mean the Tenant
provided, however, that Tenant shall not be deemed an owner for purposes of the
Article of the Covenants entitled "Duration and Modification of Restrictions";
and, provided further, that no amendment or revocation of the Covenants shall
serve to reduce or revoke Tenant's obligation to Landlord to perform and be
bound by the Covenants as set forth in Exhibit E without Landlord's written
agreement to the contrary delivered to Tenant.
ARTICLE V
---------
Transfers
---------
5.1. SUBLETTING. Tenant shall not have the right to sublet the Leased
Premises, or any portion thereof, or to assign Tenant's interest in this Lease,
or any portion thereof, without the prior consent of Landlord. Subletting or
assignment shall not relieve Tenant of its obligations to Landlord under this
Lease.
ARTICLE VI
Parking
-------
6.1. PARKING. Subject to such reasonable rules, regulations, or
conditions as Landlord may impose, Tenant shall be entitled to the non-exclusive
use in common with others of automobile parking areas, driveways, access roads,
footways, and loading facilities as may be constructed by
Page 9
Landlord for the common use by other tenants of the Building.
ARTICLE VII
Maintenance and Alterations
---------------------------
7.1. MAINTENANCE AND REPAIR. Except as provided in this Section 7.1
and except as provided in Section 1.2, Tenant at its sole cost and expense, at
all times during the Term, shall maintain and keep in an orderly condition and
in a good state of repair the Leased Premises and every part thereof, including,
but not by way of limitation, all interior walls, windows, roof, plumbing and
sewerage facilities, air-conditioning system, heating system, electrical
facilities and equipment, exterior lighting, and all other fixtures, equipment
and appliances of every kind and nature, reasonable use and wear thereof
excepted, provided, however, that if any part of the Building of which the
Leased Premises are a part is leased by Landlord to one or more entities other
than Tenant, Landlord, provided Landlord is given written notice of the
necessity therefor, shall perform all such maintenance and repair with respect
to such Building except those items which relate solely to the interior of the
Leased Premises and other interior parts of the Building leased to other
tenants. Landlord shall charge the cost therefor to Tenant and to such other
tenants, and shall apportion such cost according to a square foot proportional
basis as each area so leased to Tenant or other tenants bears to the total area
of the Building. Tenant shall pay such charge as additional rent upon receipt of
a xxxx therefor from Landlord. The cost of maintenance and repair shall include
all costs allocable to such maintenance and repair in accordance with generally
accepted accounting principles.
Landlord shall maintain all exterior walls, foundations, and
structural parts of the Building of which the
Page 10
Leased Premises are a part. Tenant waives all right to make repairs at the
expense of Landlord as provided by any provision of law now or hereafter in
effect. Except as expressly provided in this Lease, Landlord shall not be called
upon or obligated to make or pay for any repairs, replacements, restorations,
improvements, alterations, or additions whatsoever in or about the Leased
Premises.
7.2 COMMON AREA MAINTENANCE. For each year during the Term and all
renewal periods, Tenant shall pay as additional rent upon receipt of a xxxx
therefor from Landlord, a common area maintenance charge representing Tenant's
proportionate share of the cost to Landlord of operating, maintaining,
repairing and replacing the parking areas and exterior grounds in and around the
Property of which the Leased Premises are a part. Such charge shall be for
repair of the parking areas and for keeping them clear of snow, debris, and
other rubbish and for maintenance of all exterior grounds, grass, landscaping
and related areas. Tenant's proportionate share shall be the amount determined
by multiplying the total annual expense to the Landlord for so maintaining the
parking areas and exterior grounds by a fraction, the numerator of which is
_________, representing the number of square feet of the Leased Premises, and
the denominator of which shall be the floor area of the other buildings on the
Property of which the Leased Premises are a part. The cost of maintenance shall
include all costs and expenses of operating, maintaining, repairing and
replacing such areas allocable thereto in accordance with generally accepted
accounting principles.
7.3. ALTERATIONS BY TENANT. Tenant, without the prior written consent
of Landlord, shall not make any interior alterations, structural alterations,
changes to the exterior
Page 11
appearance of the Leased Premises, additions, or other improvements to the
Leased Premises, except for maintenance and repair required of Tenant.
ARTICLE VIII
Surrender of Leased Premises
----------------------------
8.1. SURRENDER. Upon termination of the Term, or any earlier
termination of this Lease, Tenant shall surrender to Landlord the Leased
Premises, including all alterations, improvements and other additions, in good
order and repair, reasonable wear and tear excepted.
8.2. TENANT EQUIPMENT EXCEPTED. If Tenant is not in default under this
Lease, Tenant shall be entitled to (or, at Landlord's request, must) remove from
the Leased Premises at the end of the Term Tenant's office, trade and
manufacturing fixtures, furniture, equipment and signs, which Tenant has
installed on the Leased Premises prior to or during the Term at the cost of
Tenant and which are not an integral part or necessary to the operation of the
Leased Premises as are plumbing, heating, ventilating, air-conditioning, and
other similar equipment. Tenant shall at its own cost and expense repair any and
all damage to the Leased Premises resulting from or caused by such removal, and
shall restore the Leased Premises to good order and condition, reasonable wear
and tear excepted. Tenant shall have thirty (30) days after termination of
this Lease for any reason whatsoever to effect such removal, repair and
restoration, except that no such fixtures or equipment placed on or in the
Leased Premises by Tenant, and which remain the property of Tenant, may be
removed at a time when Tenant is in default in payment of rent or any other
money payable hereunder, or in the performance of any other covenant under this
Lease.
Page 12
ARTICLE IX
Mechanic's Liens
----------------
9.1. MECHANIC'S LIENS. Prior to approving any construction on the
Leased Premises by Tenant, Landlord shall have the right to require Tenant, or
Tenant's contractor for such construction, to furnish a bond in an amount equal
to the estimated cost of such construction with corporate surety approved by
Landlord for (a) completion of such construction and (b) indemnifying Landlord
and Tenant, as their interests may appear, against liens for labor and
materials, which bond shall be furnished before any work is begun or any
materials delivered. Landlord shall also have the right at any time before,
during or after such construction to require Tenant to furnish such other
assurances against mechanic's liens as may be reasonable including, but not
limited to, releases of liens signed by all contractors, subcontractors and
suppliers, and affidavits executed by Tenant, Tenant's contractor or architect,
that all labor and materials theretofore furnished have been paid.
ARTICLE X
Insurance and Indemnity
-----------------------
10.1. CASUALTY INSURANCE. Beginning on the date of this Lease and
continuing during the entire Term, Landlord, at its expense, shall keep the
Building on the Leased Premises insured against loss or damage by fire,
vandalism and other casualty to the extent now or hereafter covered under
standard extended coverage, provided, however, that if the premiums for such
insurance for any year during the Term exceed the amount of such premiums for
the first full calendar year commencing after the Commencement Date, Tenant
shall pay Landlord as additional rent upon receipt of a xxxx therefor from
Landlord
Page 13
the amount of such excess. Such payment by Tenant shall be based on a square
foot proportional basis as to the total area of any Building of which the Leased
Premises are a part.
Tenant shall at all times during the Term maintain at its own cost and
expense such casualty insurance against loss, damage, or destruction to all
signs, trade fixtures, improvements, equipment, furniture and other
installations and property installed by Tenant on the Leased Premises, and
shall, upon Landlord's request, provide Landlord with certificates of insurance
evidencing that such policies are in force or copies of such policies.
10.2. INDEMNITY. At all times after Tenant takes possession of the
Leased Premises and for any period that Tenant enters the Leased Premises prior
to the Commencement Date to make its installations, Tenant shall protect,
indemnify, and save the Landlord harmless of, from and against any and all
actions liabilities, damages, costs, expenses, fees, demands or claims of any
nature whatsoever arising from (a) any work or thing done in or about the Leased
Premises, and the improvements now or hereafter constructed thereon, or any part
thereof, by Tenant or its agents or employees or independent contractors hired
by Tenant, (b) injury to or death of persons or damage to property on the Leased
Premises or the improvements now or hereafter constructed thereon, and (c) any
negligent act or omission on the part of the Tenant, or its employees or
invitees or independent contractors arising out of the occupancy or use of the
Leased Premises and the improvements now or hereafter constructed thereon,
except that Tenant shall not be required to save and hold Landlord harmless or
to indemnify Landlord if the injury or loss is due to the negligence of the
Landlord or its agents or employees.
Page 14
10.3. PUBLIC LIABILITY INSURANCE. During all periods of construction
or reconstruction work performed by Tenant on the Leased Premises, Tenant, at
its own expense, shall keep in force, by advance payments of premiums, workmen's
compensation and builder's risk insurance reasonably acceptable to Landlord.
Beginning on the date of commencement of Tenant's entry upon the Leased
Premises and continuing during the entire Term, Tenant, at Tenant's expense,
shall keep in force, by advance payments of premiums, public liability
insurance in an amount of not less than three million dollars ($3,000,000.00)
for personal injury or death and not less than two hundred thousand dollars
($200,000.00) for damage to property, insuring against any liability that may
accrue on account of any occurrences in or about the Leased Premises or in
consequence of Tenant's occupancy of the Leased Premises. Such insurance shall
protect and indemnify not only against any and all such liability, but also
against all loss, expense and damage of any and every sort and kind, including
costs of investigation and attorney's fees and other costs of defense. All such
insurance shall be with insurers approved by Landlord, and all policies shall
name Landlord and Tenant as beneficiary as their respective interests may
appear. Such policies shall provide that notwithstanding any act or negligence
of Tenant which might otherwise result in a forfeiture, such policies shall not
be cancelled without at least ten (10) days' prior written notice to each
insured. Tenant shall furnish Landlord with a copy of all such policies or a
certificate that such policies are in effect.
10.4. REVISION OF INSURANCE COVERAGE. As of January 1, and January 1 of
each fifth (5th) year thereafter,
Page 15
the parties shall review whether the insurance minimums stated in Section 10.3
provide for sound and prudent coverage in relation to liability risks as of each
such date. As of each date, the parties shall mutually agree on appropriate
liability insurance minimums. If within fifteen (15) days following each date
the parties are unable to agree on liability insurance minimums, the Landlord
may procure the required insurance and charge the cost thereof to Tenant as
additional rent.
Within thirty (30) days following establishment of any required
adjustment, Tenant shall forward to Landlord certificates of insurance
indicating that insurance in no less than the required adjustment amounts is in
full force and effect.
ARTICLE XI
Eminent Domain
--------------
11.1. TOTAL TAKING. If the entire Leased Premises be taken under
the power of eminent domain or by purchase in lieu thereof (herein together
called "Eminent Domain"), this Lease shall terminate as of the date possession
is taken.
11.2. PARTIAL TAKING. If any portion of the Leased Premises shall be
taken under the power of Eminent Domain, and the portion not so taken would
not, in the reasonable judgment of Tenant which shall be communicated in
writing to Landlord stating the reasons therefor within sixty (60) days
following the date on which Tenant receives notice of the condemning
authority's intention to take such property, be adequate for the continued
operation of Tenant's business, either unrestored or restored, or if Landlord
deems such restoration to be impractical, this Lease shall be deemed to have
terminated as of the date of taking of possession. If this Lease is not
terminated pursuant to this Section 11.2, Landlord, im-
Page 16
mediately following the taking, to the extent of condemnation proceeds made
available to Landlord, shall proceed to restore such part of the Leased
Premises as is not taken to as near the former condition of the original Leased
Premises, less all signs, trade fixtures, improvements, furniture, and other
installations and property installed by Tenant, as the circumstances will
permit, and Tenant shall continue to pay rent in full and to utilize the Leased
Premises for the operation of its business.
11.3. DAMAGES. All damages awarded for any such taking under the
power of Eminent Domain shall be paid to the Landlord, except for Tenant's
fixtures and equipment used in operation of the Leased Premises.
11.4. RENT. If this Lease is terminated as provided in this Article XI,
all rent shall be paid up to the date that possession is taken by the condemning
authority, and Landlord shall make a proportional refund to Tenant of any rent
or other amounts paid by Tenant which are applicable to any period after that
date and not yet earned.
ARTICLE XII
Damage and Destruction.
-----------------------
12.1. RESTORATION OF DAMAGED OR DESTROYED LEASED PREMISES. If the
Leased Premises, or any other portion of the Building, shall, through no fault
of Tenant or Tenant's agents, servants, employees, customers, contractors,
visitors or licensees, be damaged by fire, the elements, unavoidable accident
or other casualty, but the Leased Premises are not thereby rendered
untenantable, or are thereby rendered only partially untenantable, Landlord
shall promptly at its own expense cause such damage to be repaired to the
extent of insurance proceeds made available to Landlord. If by reason of such
occurrence
Page 17
the Leased Premises shall be rendered wholly untenantable, Landlord shall
promptly at its own expense cause such damage to be repaired, unless within
sixty (60) days after such occurrence Landlord shall give Tenant written notice
that it has elected not to reconstruct the destroyed premises in which event,
this Lease and the tenancy hereby created shall cease as of the date of such
occurrence, the rental to be adjusted as of such date. Any repair or
reconstructions performed by Landlord pursuant to this Section shall not
include any and all signs, trade fixtures, improvements, equipment, furniture,
or other installations and property installed by Tenant. Such items shall be
restored or replaced by Tenant at Tenant's sole cost and expense. All of the
above notwithstanding, if Landlord, in its absolute discretion, shall desire,
within a reasonable time after the occurrence of any such accident or casualty,
(even though the Leased Premises may not have been affected by the same) to
demolish the Building, then, upon written notice from Landlord to Tenant, this
Lease shall terminate on a date to be specified in such notice, and all rent
payable hereunder shall be adjusted as of the time of the occurrence of any
such accident or casualty.
12.2. NO ABATEMENT. Tenant shall not be entitled to any abatement or
diminution of rent during any period because of any casualty damage. Tenant at
all times shall maintain business interruption insurance with respect to the
business operated on the Leased Premises and rent abatement insurance in such
amounts as the Landlord shall reasonably request.
ARTICLE XIII
Default by Tenant
-----------------
13.1. TENANT'S DEFAULT. If Tenant (a) shall fail to pay any rent or
other sum of money due hereunder within
Page 18
ten (10) days after receipt of written notice that such payment has not been
made when due, (b) shall fail to perform any other of the terms, conditions, or
covenants of this Lease to be observed or performed by Tenant for more than
thirty (30) days after written notice of such default as shall have been mailed
to Tenant, unless such default is of a nature that it cannot practically be
cured within such thirty (30) day period and Tenant is proceeding with due
diligence to cure such default, or (c) shall abandon the Leased Premises, then
at Landlord's option and without limiting Landlord in the exercise of any other
right or remedy Landlord may have in law or equity on account of such default,
and without any further demand or notice, Landlord may
(i) Re-enter the Leased Premises with or without process
of law, take possession of all Improvements, additions, alterations,
equipment and fixtures thereon, eject all parties in possession thereof
therefrom, and, without terminating this Lease, at any time and from
time to time relet the Leased Premises or any part or parts thereof for
the account of Tenant or otherwise, receive and collect the rents
therefor, applying the rents first to the payment of such expenses as
Landlord may have paid, assumed or incurred in recovering possession of
the Leased Premises, including costs, expenses and attorney's fees, and
for placing the Leased Premises in good order and condition or
preparing or altering the same for reletting, and all other expenses,
commission and charges paid, assumed or incurred by Landlord in or in
connection with reletting the Leased Premises, and then
Page 19
to the fulfillment of the covenants of Tenant. Any such reletting may
be for the remainder of the Term of this Lease or for a longer or
shorter period. Landlord may execute any lease made pursuant to the
terms hereof either in Landlord's name or in the name of Tenant, as
Landlord may see fit, and the subtenant therein shall be under no
obligation whatsoever for the application by Landlord of any rent
collected by Landlord from such subtenant to any and all sums, due
and owing or which may become due and owing under the provisions of
this Lease. Nor shall Tenant have any right or authority to collect any
rent from subtenant. In any case and whether or not the Leased Premises
or any part thereof be relet, Tenant shall pay to Landlord all sums
required to be paid by Tenant up to the time of re-entry by Landlord.
Thereafter Tenant, if required by Landlord, shall pay to Landlord,
until the end of the Term of this Lease, the equivalent of the amount
of all rent and other charges required to be paid by Tenant under the
terms of this Lease, less the proceeds of such reletting during the
Term of this Lease, if any, after payment of the expenses of Landlord.
Such rent shall be due and payable on the several rent days herein
specified, and Landlord need not wait until the termination of this
Lease to recover any rent by legal action or otherwise. Re-entry by
Landlord shall not constitute an election to terminate this Lease
unless Landlord gives Tenant
Page 20
notice of Landlord's election to terminate.
(ii) Declare this Lease at an end, reenter the Leased Premises
with or without process of law, eject all parties in possession
thereof therefrom and repossess and enjoy the Leased Premises
together with all Improvements thereto, and Landlord shall thereupon
be entitled to recover from Tenant the worth, at the time of such
termination, of the amount of rent and charges equivalent to rent
reserved in this Lease for the balance of the Term. For the purpose
of this sub-paragraph (ii), all Impositions and contributions to
expenses and other items paid by Tenant shall be projected over the
term of the Lease at an average increase of such items as may have
occurred since the date of this Lease to the date of default.
13.2. REMEDIES NOT EXCLUSIVE; NO WAIVER. The remedies of Landlord set
forth in this Lease are cumulative and are in addition to and not exclusive of
any other remedy of Landlord herein given or which may be permitted by law, and
if any breach or threatened breach by Tenant of this Lease occurs, Landlord
shall be entitled to enjoin such breach or threatened breach and shall have the
right to invoke any right and remedy allowed by law or in equity or by statute
or otherwise in addition to rights set forth in this Lease. Tenant shall
permit any re-entry as provided for in this Article XIII without hindrance to
Landlord, and Landlord shall not be liable in damages or guilty of trespass
because of such re-entry. The failure of Landlord to insist, in any one or more
instances, upon a strict performance of any of the covenants of this Lease or to
exer-
Page 21
cise any option contained herein, shall not be construed as a waiver or a
relinquishment for the future of such covenant or option. A receipt by Landlord
of rent with knowledge of breach of any covenant of this Lease shall not be
deemed a waiver of such breach. No waiver by Landlord of any provision of this
Lease shall be deemed to have been made unless expressed in writing and signed
by Landlord. If Tenant fails to make any payments when due and payable as
provided in this Lease and Landlord sends notice to Tenant more than twice in
any one calendar year, then Tenant shall be deemed in default, and Landlord
shall have all rights and remedies provided in this Lease for default by Tenant.
13.3 Cure by Landlord. If Tenant at any time defaults in making any
-----------------
payment or in performing any other obligation under this Lease within the time
required allowing notice, Landlord may cure such default by payment of the
amount due or performance of such obligation and Landlord may collect from
Tenant as additional rent the costs thereof, together with interest at the rate
of ten per cent (10%) per annum from the date of payment until reimbursement by
Tenant.
ARTICLE XIV
-----------
Bankruptcy
----------
14.1. Effect of Bankruptcy or Other Proceedings.
------------------------------------------
If at any time any bankruptcy or any reorganization proceeding is instituted by
or against Tenant either in the State or Federal Courts, or if a receiver is
appointed under Chapter X or XI of the Bankruptcy Act, for its business or
property on or in the Leased Premises, or if any lien is assessed against Tenant
or its property on or in the Leased Premises, or if Tenant shall make an
assignment for the benefit of creditors or voluntarily or involuntarily take
advantage of any debtor relief proceedings under present or future law, Landlord
in
Page 22
addition to any other remedies provided Landlord in the event of Tenant's
default as set forth in this Lease or under any applicable law, shall have the
option, to be exercised by written notice given to Tenant, to declare this Lease
terminated at any time after the expiration of twenty (20) days following the
commencement of such proceeding or the assertion of such lien, unless the
proceeding is dismissed or the lien discharged and unless all payments of rent
and other payments required by this Lease to be made by Tenant to Landlord are
paid promptly during such period of twenty (20) days. Landlord shall under no
circumstances be required to permit a receiver or any person claiming through or
under Tenant to retain possession of the Leased Premises. Landlord need not
lease the Leased Premises to such receiver or person, and Landlord shall be
entitled to immediate possession of the Leased Premises. Any repossession or
termination hereunder shall not operate in any way to prejudice or affect the
right of Landlord for recovery of rent or other charges theretofore accrued,
thereafter accruing or to any other damages, nor shall any such termination or
repossession ever be construed as a waiver of or an election not to claim future
damages on account of such breach, but all such damages, including all future
rentals, shall be fully recoverable by Landlord.
ARTICLE XV
Miscellaneous
-------------
15.1. RECORDING. Landlord reserves the right at any time to require
this Lease, or a short form thereof, to be recorded at Landlord's expense among
the Land Records of Alamance County, North Carolina.
15.2. ESTOPPEL CERTIFICATES. Each party agrees at reasonable intervals
and from time to time upon not less than five (5) days' prior written notice by
the other to execute,
Page 23
acknowledge and deliver a statement in writing certifying (i) that this Lease
is unmodified and in full force and effect (or if there have been
modifications, that the Lease is in full force and effect as modified and
stating the modifications), (ii) the dates to which the rent and other charges
have been paid in advance, if any, and (iii) stating whether or not to the best
knowledge of the signer of such certificate the signing party is in default in
performance of any covenant, agreement or condition contained in this Lease
and, if so, specifying each such default of which the signer may have
knowledge. Each party acknowledges that any such statement delivered under this
Lease may be relied upon by third parties not a party to this Lease.
15.3. RIGHT TO ENTER. Landlord and its agents shall have the right to
enter the Leased Premises at reasonable hours, and at any time if any emergency
exists, to examine the Leased Premises, or to make such repairs and alterations
as shall be reasonably necessary for the safety and preservation of the Leased
Premises, or during the last twelve (12) months of the Term to show both the
interior and exterior of the Leased Premises to prospective tenants or
purchasers and to place "For Rent" or "For Sale" signs thereon.
15.4. CONDITIONS AND TERMINATION. At Landlord's option this Lease shall
become void and all parties shall be relieved of all obligations imposed
hereunder (a) if, by December 31, 1978, Landlord has not yet obtained (i) water
and sewer connection permits, (ii) building permits, and (iii) all other
governmental approvals necessary to permit the construction of the Building on
the Leased Premises or (b) if Landlord has not completed construction of the
Building by December 31, 1979.
If this Lease terminates pursuant to this Section
Page 24
15.4, Landlord shall refund to Tenant the amount of all security deposits made
by Tenant to Landlord under this Lease.
15.5. LAWS OF NORTH CAROLINA. This Lease shall be construed and applied
in accordance with the laws of the State of North Carolina.
15.6. SEVERABILITY. Any provision or provisions of this Lease which
shall prove to be invalid, void, or illegal shall in no way affect or impair or
invalidate any other provision, and the remaining provision shall remain
in full force and effect.
15.7. HEADINGS. The headings of the various Articles and Sections of
this Lease are inserted for reference only and shall not to any extent have the
effect of modifying, amending or changing the express terms and provisions of
this Lease.
15.8. NOTICES. Any notice, request, demand, approval, or consent to be
given under this Lease shall be in writing and shall be deemed to have been
received when mailed by United States, registered or certified mail, postage
prepaid, addressed to the other party at the addresses set forth in the first
paragraph of this Lease.
Either party may at any time change its address by mailing a notice, as
specified in this Section 15.8, that such change is desired and setting forth
the new address.
15.9. FORCE MAJEURE. In no event shall Landlord be liable for, nor
shall Tenant have the right to terminate this Lease for, delays in the
prosecution of Landlord's share of construction beyond Landlord's control
("Force Majeure") , including (but not limited to) delays caused directly or
indirectly by strikes, lockouts, the unavailability of labor or materials, Acts
of God, acts of any Federal, State, or local governmental agency or authority,
war, insurrection, rebellion, riot, civil disorder, fire, explosion, windstorm,
Page 25
hail, snow, extreme cold, rain, flood, damage from aircraft, vehicles, or smoke,
or by any other casualty of a substantial enough nature to cause delay.
15.10. SUCCESSORS. This Lease shall be binding upon and inure to the
benefit, as the case may require, of the parties hereto and their respective
heirs, executors, administrators, successors and assigns.
15.11. SUBORDINATION. This Lease shall be subject to and subordinate at
all times to the Covenants (whether recorded before or after the date of this
Lease) and to the lien of any mortgages or deeds of trust now or hereafter made
by Landlord on the Leased Premises and to all advances made or hereafter to be
made thereunder. Although this subordination provision shall be self-operative
and no further instrument of subordination shall be required, Tenant will,
nevertheless, execute and deliver such further instruments confirming such
subordination or status of this Lease as may be required by the Landlord for
financing or refinancing the Leased Premises.
15.12. ASSIGNMENT OF LANDLORD'S INTEREST. If Landlord should ever
assign this Lease or the rents hereunder to a creditor as security for a debt,
Tenant shall, after notice of such assignment and upon demand by Landlord or the
assignee, pay all suns thereafter becoming due Landlord hereunder to the
assignee and give all notices required to be given Landlord hereunder both to
Landlord and the assignee.
15.13. TRANSFER BY LANDLORD. If Landlord sells, leases or in any manner
transfers title to the Leased Premises, including foreclosure sale by judicial
proceeding or otherwise the Landlord shall be relieved of all covenants and
obligations arising hereunder, provided the Landlord is not then in default
hereunder and that such transferee shall agree to assume all
Page 26
covenants and obligations of the Landlord hereunder. Tenant agrees that it will
attorn to such transferee, provided such transferee has assumed Landlord's
covenants and obligations hereunder, and Tenant shall continue to perform all of
the terms, covenants, and conditions, and obligations of this Lease.
If Tenant obtains a money judgment against Landlord, any of its
partners or its successors or assigns under any provisions of, or with respect
to this Lease or on account of any matter, condition or circumstance arising out
of the relationship of the parties under this Lease, or of Tenant's occupancy of
the Property, Tenant shall be entitled to have execution upon such judgment only
upon Landlord's estate in the Leased Premises, and not out of any other assets
of Landlord, any of its partners, or its successors or assigns; and Landlord
shall be entitled to have any such judgment so qualified as to constitute a
lien only on the fee simple estate subject to any liens antedating any such
judgment except that this limitation shall not apply to the extent that any such
judgment against Landlord is covered by insurance.
15.14. TIME OF ESSENCE. Time is of the essence in this Lease.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.
ATTEST: LANDLORD
INDUSTRIAL DEVELOPMENT ASSOCIATES
MSC Corporation, General Partner
/s/ Xxxx X. Xxxxxxx
------------------------------ By /s/ Xxxxxxx X. Xxxxx
Xxxx X. Xxxxxxx --------------------------------
Xxxxxxx X. Xxxxx, Xx.,
Vice President
ATTEST: TENANT
ALPHABET, INC.
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------ By /s/ Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxx --------------------------------
Xxxxx X. Xxxxxx
Page 00
XXXXX XX XXXXXXXX, XXXXXX XX XXXXXXXXX, to wit:
I HEREBY CERTIFY that on this day of 197 before me, the
subscriber, a notary public of the State of Maryland, personally appeared
Xxxxxxx X. Xxxxx, Xx., Vice President of MSC Corporation, a Maryland
corporation and general partner of Industrial Development Associates, a
Maryland limited partnership, and on behalf of such limited partnership
executed the foregoing instrument and acknowledged such execution of such
instrument as the act and deed of such limited partnership.
IN WITNESS WHEREOF, I have affixed my official seal.
--------------------------------------
[Seal] Notary Public
My Commission Expires:
STATE OF OHIO, COUNTY OF , to wit:
I HEREBY CERTIFY that on this 24th day of October, 1978 before me, the
subscriber, a notary public of the State of Ohio, personally appeared Xxxxx
X. Xxxxxx, President of Alphabet Inc., and on behalf of such corporation
executed the foregoing instrument and acknowledged such execution of such
instrument as the act and deed of such corporation.
IN WITNESS WHEREOF, I have affixed my official seal.
--------------------------------------
[Seal] Notary Public
My Commission Expires: 11-14-82
Page 28
SCHEDULE OF EXHIBITS
1. Exhibit A - Description of the Leased Premises
2. Exhibit B - Description of the Property
3. Exhibit C - Landlord's Plans
4. Exhibit D - Tenant's Plans
5. Exhibit E - Covenants
Page 29
Exhibit A to Lease
between
Industrial Development
Associates
and
Alphabet, Inc.
Description of Leased Premises
The description of Leased Premises shall consist of final plans and
specifications known as the CMS, Inc. Manufacturing Plant, as prepared by Alley,
Xxxxxxxx, Xxxxxx & Xxxx, Inc., engineers ard architects, dated 19 May 1978.
Sheets 1-A, 1-B, 2, 3, 4, 5, 6, 7, 8, and 9 inclusive.
Exhibit B to Lease
between
Industrial Development
Associates
and
Alphabet, Inc.
Property On Which The Building Is Located
Shall consist of site plan and survey as it appears on Sheet 2 of Final
Plans and Specifications for the CMS, Inc. Manufacturing Plant, dated 19, May
1978, as prepared by Alley, Xxxxxxxx, Xxxxxx & Xxxx.
Exhibit C to Lease
between
Industrial Development
Associates
and
Alphabet, Inc.
Landlord's Plans
Exhibit E to
Carolina Central
Industrial Center
Lease
CAROLINA CENTRAL INDUSTRIAL CENTER
Declaration of
Covenants and Restrictions
This Declaration is made this day of 1978 by INDUSTRIAL
DEVELOPMENT ASSOCIATES, a Maryland limited partnership ("Developer").
RECITALS
--------
A. Developer is the owner of a parcel of land located in Alamance
County, North Carolina (the "Property") described in Exhibit A to this
Declaration, as may be amended.
B. Developer has caused the Property to be subdivided for use as an
industrial center and desires to subject Property to certain covenants,
agreements, and restrictions (the "Restrictions") as hereinafter set forth.
THEREFORE, Developer hereby declares that the Property shall be subject
to the Restrictions as set forth in this Declaration.
ARTICLE I
The Property
------------
The Property subject hereto is situated in Alamance County, North
Carolina and is more particularly described in Exhibit A attached hereto and
made part hereof. Additional lands may be annexed to the Property, and thereby
subject to the Restrictions, as set forth herein.
Page 1
ARTICLE II
Definition of Terms
-------------------
Wherever used in this Declaration, the following terms shall have the
following meanings:
"Occupant" shall mean and refer to persons or entities in actual
possession of any parcel on the Property.
"Owner" shall mean and refer to the owner of any parcel on the
Property.
"Restrictions" shall mean and refer to the covenants and restrictions
contained herein or as the same may be modified in accordance with the
provisions of Article III hereof.
"Person" shall mean artificial persons as well as natural persons and
includes the plural.
"Property" shall mean and refer to that certain property described in
Exhibit A attached hereto and made part hereof and, from and after any
annexation, such additional property as may be annexed in the manner described
herein.
"Street" shall mean any street, highway or other thoroughfare within
the Property and shown on any recorded subdivision plat, whether designated
thereon as street, xxxxxxxxx, xxxxx, xxxxx, xxxx, xxxxxxx, way, lane, circle or
otherwise.
"Structure" shall mean and refer to any thing or device the placement
of which upon the Property might affect the physical appearance thereof,
including, by way of illustration and not limitation, buildings, sheds, covered
patios, fountains, swimming, wading or other pools, trees, shrubbery, paving,
curbing, landscaping or fences or walls more than three (3) feet in height or
any sign or signboard. "Structure" shall also mean any excavation or fill, the
volume of which exceeds ten (10) cubic yards; or any excavation, fill, ditch,
diversion dam or other thing or device which affects or alters the natural flow
of surface waters upon or across the Property or which affects or alters the
Page 2
flow of any water in any natural or artificial stream, wash or drainage channel
upon or across the Property.
ARTICLE III
Duration and Modification of Restrictions
-----------------------------------------
1. DURATION. These Restrictions shall continue from the date of this
Declaration until January 1, 2010, subject to modification pursuant to Article
III, Section 2, and thereafter shall be automatically extended for successive
periods of ten years, unless and until terminated pursuant to Article III,
Section 2 below.
2. MODIFICATION OR TERMINATION. These Restrictions may at any time
after the date hereof be modified in any particular, or terminated in their
entirety, by the recording among the Land Records of Alamance County, North
Carolina, of an agreement of modification or termination executed jointly by
the Developer (so long as the Developer or its successor pursuant to Article IX
exists) and the Owners (excluding mortgagees, holders of security devices who
are not in possession, lessees and tenants) of a majority of the acreage in the
Property, provided that no such modification shall affect any plans,
specifications, or use theretofore approved by the Developer pursuant to these
Restrictions or any improvements theretofore or thereafter made pursuant to
such approval.
3. ANNEXATION. Developer may, from time to time, annex additional lands
to the Property, and thereby subject the same to the Restrictions, by the
execution and filing for recordation among the Land Records of Alamance County
of an instrument expressly stating an intention so to annex and describing such
additional lands (and the interests and estates therein) to be so annexed.
ARTICLE IV
Use of Property; Restrictions
-----------------------------
1. NO RESIDENCES. No building or other Structure on the Property shall
be used, temporarily or permanently, as a residence .
2. BUILDING HEIGHT LIMITATION. All buildings shall be limited to a
height of fifty (50) feet above finished grade elevation; except that this
height limitation may be exceeded, with written approval of the Developer.
3. PARKING. All present and future vehicle parking, including trucks,
trailers, employee and visitor parking, shall
Page 3
be provided on the Property and shall comply with all provisions of the
applicable governmental requirements. All parking areas are to be paved to
provide dustfree all-weather surfaces with macadam, concrete or any approved
material other than gravel. No parking area will be permitted within building
set back lines (fifty (50) feet on primary roads and thirty (30) feet on
secondary roads) except that lots bounded by more than one road may have parking
areas within the set-back lines along roads other than the one on which the
building fronts if, in the judgment of the Developer, the parking area is set
back a reasonable distance and is properly screened from both front and side
roads. Off-street parking spaces will be provided in accordance with the
following:
a) one space - size 10' x 20' for automobiles per 1,000 sq. ft. of
warehouse space
b) one space - size 10' x 20' for automobiles per 600 sq. ft. of
manufacturing space
c) one space - size 10' x 20' for automobiles per 250 sq. ft. of office
space
4. LOADING. No loading docks shall be permitted on t f the front of any
building, and, exceot where a lot is bounded by three or more roads, no loading
docks shall be permitted on the side of any building facing a road.
5. STORAGE. No material, supplies, or products shall be stored or
permitted to remain on the Property outside a permanent structure without the
prior written consent of Developer. Approval of outside storage will be granted
only where storage is screened from view by a masonry wall, or other appropriate
screen, six (6) feet in height or rising two (2) feet above the stored material,
whichever is higher.
6. MATERIALS. Without the Developer's prior written consent, the use
of concrete block or cinder block for outside facing of exterior walls will not
be permitted nor will any frame structures be permitted.
7. SIGNS. A scale drawing in color of any sign, billboard, trademark
or advertising device to be used on any lot or the exterior of any building or
Structure will be submitted to Developer in triplicate for the written approval
by Developer. Normally the Occupant's trade xxxx and/or trade name may be
displayed on the building in the manner in which they are generally used by the
Occupant.
8. OPEN AREA. Not more than fifty per cent (50%) of any lot area shall
be covered by Structures.
Page 4
9. COLOR. No building or Structure shall be painted, repainted,
stuccoed or be surfaced with any material unless and until Developer approves
the color and/or material in writing.
10. GROUND COVER. All set-back areas facing roads between the front
building line and the curb, with the exception of driveways, sidewalks, and
other walk ways shall be used exclusively for the planting and growing of trees,
shrubs, lawns and other ground covering or material as approved by Developer. If
developed lots are not properly maintained, Developer may undertake such
maintenance as may be necessary, at the expense of the Owner.
11. NUISANCE. Owners shall not cause or make (or permit to be caused or
made) any excessive noise, odors, harmful sewage or vibration that could be
deemed objectionable to other occupants and that would conflict with the
purposes or restrictions of the Property, and shall not create or maintain a
nuisance. Each Owner must provide for trash disposal from his building.
No use will be made of any lot or any portion thereof or any building
or Structure thereon at any time, nor shall any materials or products be
manufactured, processed or stored thereon or therein, which shall, cause an
undue fire hazard to adjoining properties, or which shall constitute a nuisance
or cause the emission of noxious odors or gases or smoke, or cause noises or
other conditions which might injure the character of the lot in question or
neighboring properties or which shall constitute a violation of any law of the
United States, the State of North Carolina, or Alamance County, or any
regulation or ordinance promulgated thereunder.
12. UNUSED AREA. All unused land area that is planned for future
building expansion or other purposes shall be maintained and kept free of
unsightly plant growth, stored material, rubbish and debris.
ARTICLE V
Setbacks
--------
No Structure, or any part thereof or projection therefrom, shall be
erected nearer than fifty (50) feet from any primary road on the Property (a
primary road being a public right-of-way sixty (60) feet or more in width
granted, or intended to be granted, such intention to be evidenced by prior
written notice to each Owner, to Alamance County), nor nearer
Page 5
than thirty (30) feet from any secondary road on the Property (a secondary road
being a public right-of-way less than sixty (60) feet in width granted, or
intended to be granted, such intention to be evidenced by prior written notice
to each Owner, to Alamance County), nor nearer than thirty (30) feet from any
side or rear boundary line of the parcel on which the Structure is erected.
ARTICLE VI
Plans and Specifications
------------------------
1. No Structure, building, fence, wall, sign, advertising device,
roadway, loading facility, outside storage facility, parking area, site grading,
planting, landscaping, facility for industrial waste or sewage disposal, nor any
other improvement shall be commenced, erected or constructed, nor shall any
addition thereto or change or alteration therein be made (except to the interior
of a building), nor shall any change in the use of any premises be made, until
the plans and specifications therefor, showing the nature, kind, shape,
heights, materials, color scheme, lighting and location on the lot of the
proposed improvements, grading, landscaping or alterations and the proposed use
or change in the use of the premises, shall have been submitted to and approved
in writing by the Developer and a copy of such plans and specifications as
finally approved lodged permanently with the Developer. The Developer shall have
the right to refuse to approve any plans or specifications or proposed use of
the premises for any reason which the Developer, in its sole discretion, may
deem in the best interests of the Property and the Owners, occupants or lessees
or prospective owners or lessees of other properties therein.
2. No parking will be permitted on the Streets on the Property and each
Owner, unless otherwise agreed to by Developer, shall provide on his property
necessary and adequate parking facilities and private driveways as approved by
the Developer under paragraph 1 of this Article VI.
3. Construction and alteration of all improvements on the Property
shall be in accordance with the requirements of all applicable Building, Zoning,
and other Codes and Regulations.
ARTICLE VII
Maintenance
-----------
1. Each Owner shall at all times keep his premises, buildings,
improvements and appurtenances in a safe, clean, neat and
Page 6
sanitary condition and shall comply with all laws, ordinances and regulations
pertaining to health and safety. Each Owner shall provide for the removal of
trash and rubbish from his premises.
2. During construction it shall be the responsibility of each Owner to
insure that construction sites are kept free of unsightly accumulations of
rubbish and scrap materials, and the construction materials, trailers, shacks
and the like are kept in a neat and orderly manner.
3. The Developer agrees to maintain all undeveloped land owned by it within
the Property in a manner compatible with the provisions of this Article VII.
ARTICLE VIII
Covenants Run with Land; Enforceability
---------------------------------------
1. The foregoing covenants and restrictions shall run with, burden, and
bind the Property and shall bind and inure to the benefit of, and be
enforceable by, Developer and Owner and the respective heirs, successors and
assigns of each. The Developer reserves the right, however, from time to time
hereafter to delineate, plat, grant or reserve within the Center such public
streets, roads, sidewalks, ways and appurtenances thereto, and such easements
for drainage and public utilities, as it may deem necessary or desirable for the
development of the Property (and from time to time to change the location of the
same) free and clear of these restrictions and covenants, and to dedicate the
same to public use or to grant the same to Alamance County and/or to appropriate
public utility corporations.
2. Such covenants and restrictions shall be jointly and severally
enforceable by the Developer and its succesors and assigns and by the Owner, and
its successors and assigns, provided however that only the Developer or its
assignees, under Article IX hereof, shall have the right to exercise the
discretionary powers herein reserved to the Developer.
3. If any violation or breach of any of these Restrictions shall exist on
the Property, and the Owner shall not have taken reasonable steps toward the
removal or termination of the same within fifteen (15) days after written notice
thereof, the Developer shall have the right, through their agents and employees,
to enter upon the Property, with respect to any operation being conducted
thereon, and summarily xxxxx, remove and extinguish any thing or condition that
may be or exist thereon contrary to the provisions hereof. The Developer, or any
such agent, shall not thereby be deemed to have trespassed
Page 7
upon the Property and shall be subject to no liability to the Owner or Occupant
of the Property for such entry, abatement or removal.
The cost of any abatement or removal of violations authorized under
this Section shall be a binding, personal obligation of the Owner as well as a
lien (enforceable in the same manner as a mortgage) upon the Property. The lien
provided in this Section shall not be valid as against a bona fide purchaser
(or bona fide mortgagee) of the property in question unless a suit to enforce
such lien shall have been filed in a court of record in Alamance County prior to
the recordation among the Land Records of Alamance County of the deed (or
mortgage) conveying the property in question to such purchaser (or subjecting
the same to such mortgage).
4. Violation of any of these Restrictions may be enjoined, abated,
restrained or otherwise remedied by appropriate legal or equitable proceedings.
Proceedings to restrain violation of these Restrictions may be brought at any
time that such violation appears reasonably likely to occur in the future. In
the event of proceedings brought by any party or parties to enforce or restrain
violation of any of these Restrictions, or to determine the rights or duties of
any person hereunder, the prevailing party in such proceedings may recover a
reasonable attorneys' fee to be fixed by the court, in addition to court costs
and any other relief awarded by the court in such proceedings.
5. The failure of any person entitled to enforce any of these
Restrictions, to enforce the same shall in no event be deemed a waiver of the
right of any such person to enforce these Restrictions thereafter.
6. Waiver or attempted waiver of any provision of these Restrictions
shall not be deemed a waiver thereof with regard to any subsequent violation
with respect to such provision or any other provision of these Restrictions.
ARTICLE IX
Nominees and Successors of Developer
------------------------------------
The Developer may from time to time delegate any or all of its rights'
powers, discretion and duties hereunder to such agent or agents as it may
nominate. It may also permanently assign any or all of its powers and duties
(including discretionary powers and duties), obligations, rights, title,
easements and estates reserved to it by this Declaration to any one or more
corporations, associations, or persons that will accept
Page 8
the same. Any such assignment shall be in writing recorded among the Land
Records of Alamance County and the assignee shall join therein for the purpose
of evidencing its acceptance of the same, and such assignee shall thereupon have
the same rights, title, powers, obligations, discretion and duties as are herein
reserved to the Developer, and the Developer shall thereupon be released
therefrom.
ARTICLE X
Good Faith Lenders Clause
-------------------------
No violation of any of these Restrictions shall defeat or render
invalid the lien of any mortgage or deed of trust made in good faith and for
value upon the Property; provided, however, that any mortgagee or trustee or
beneficiary under any deed of trust in actual possession, or any purchaser at
any trustees', mortgagees' or foreclosure sale shall be bound by and subject to
these Restrictions as fully as the Owner.
ARTICLE XI
Owner's Covenant
----------------
The Owner covenants for himself, his heirs, successors and assigns to
observe, perform and be bound by these Restrictions and to incorporate these
Restrictions by reference in any deed or other conveyance of all or any portion
of the Property.
IN WITNESS WHEREOF, the Developer has caused this Declaration to be
executed as of the day and year first above written.
ATTEST: INDUSTRIAL DEVELOPMENT ASSOCIATES
MSC Corporation, General Partner
/s/ Xxxx Xxxxxxx
-------------------------------------- /s/ Xxxxxxx X. Xxxxx, Xx.
Xxxx Xxxxxxx ---------------------------------
Xxxxxxx X. Xxxxx, Xx.
(Vice President)
ATTEST: Alphabet, Inc., General Partner
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------- By /s/ X.X. Xxxxxx
Xxxxxx X. Xxxxxxx --------------------------------
X.X. Xxxxxx (President)
Page 9
STATE OF
COUNTY OF
I, a Notary Public of said County and State, do hereby certify that
Xxxxxxx X. Xxxxx, Xx. the duly authorized Vice President of MSC Corporation, a
Naryland corporation, such corporation being a duly authorized General Partner
of INDUSTRIAL DEVELOPMENT ASSOCIATES, a Maryland limited partnership, personally
appeared before me this day and acknowledged the due execution of the foregoing
instrument. Witness my hand and official seal this day of______________, 1978.
---------------------------
Notary Public
My commission expires:
STATE OF
COUNTY OF
I, Xxxxxx X. Xxxxxxx a Notary Public of said County and State, do
hereby certify that the duly authorized President of Alphabet Inc., an Ohio
corporation, such corporation being a duly authorized General Partner of
INDUSTRIAL DEVELOPMENT ASSOCIATES, a Maryland limited partnership, personally
appeared before me this day and acknowledged the due execution of the foregoing
instrument. Witness my hand and offical seal this 24th day of October, 1978.
/s/ Xxxxxx X. Xxxxxxx
---------------------------
Notary Public
My commission expires: 11/14/82
Page 10
Exhibit A
---------
Exhibit E to Lease
between
Industrial Development
Associates
and
Alphabet, Inc.
Covenants
MEMORANDUM 0F LEASE
THIS MEMORANDUM OF LEASE is made this 24th day of October, 1976 by and
between INDUSTRIAL DEVELOPMENT ASSOCIATES, a Maryland limited partnership having
a place of business c/o MSC Corporation at 00 Xxxx Xxxx, Xxxxxx, Xxxxxxxx 00000
("Landlord") as Landlord and ALPHABET, INC.
, an Ohio corporation having a place of business at X.X. Xxx 000,
Xxxxxx, Xxxx 00000 ("Tenant") as Tenant.
A. By lease dated October 24, 1978, (the "Lease") Landlord has leased
to Tenant the premises described in Exhibit A to this Memorandum of Lease and
located in the Carolina Central Industrial Center, Mebane, Alamance County,
North Carolina together with necessary access, parking and utility easements to
serve the premises.
B. Landlord and Tenant desire to enter into this Memorandum of Lease
for the purpose of recordation and giving notice of the existence of the Lease.
NOW THEREFORE, in consideration of the rents received and the covenants
and conditions more particularly set forth in the Lease, Landlord and Tenant do
hereby covenant, promise and agree as follows:
1. Landlord, in consideration of the rent to be paid and the covenants
to be performed by Tenant, does hereby demise and Lease unto Tenant and Tenant
hereby rents from Landlord, a portion of the premises known as Carolina
Central Industrial Center, Mebane, Alamance County, North Carolina, which
portion thereof leased to Tenant is shown and described on Exhibit "A", attached
hereto and made a part hereof, being part of the
Carolina Central Industrial Center as shown on Exhibit "B", attached
hereto and made part hereof.
2. The original term of the lease shall commence on March 31, 1979, (or
on such date that landlord gives tenant notice pursuant to Section 1.3 of said
lease) and shall terminate on the last day of the month in which the 25th
annual anniversary of the "commencement" date shall occur.
3. Tenant has three (3) consecutive five (5) year renewal options to
renew such Lease.
4. This instrument is executed for the purpose of giving public notice
of the fact of execution of the above described Lease and all of the terms and
conditions of such Lease and Exhibits and Attachments thereto are incorporated
herein by reference.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written. '
ATTEST: LANDLORD :
INDUSTRIAL DEVELOPMENT ASSOCIATES
MSC Corporation, General Partner
----------------------------------- By /s/ Xxxxxxx X. Xxxxx, Xx. (Seal)
---------------------------
Xxxxxxx X. Xxxxx, Xx.,
Vice President
ATTEST: TENANT:
ALPHABET, INC.
----------------------------------- By /s/ Xxxxxxx X. Xxxxxxxx (Seal)
-----------------------------
Xxxxxxx X. Xxxxxxxx
Vice President
Page 2
STATE OF MARYLAND
COUNTY OF HARFORD
This 24th day of October, 1978, personally came before me, E. Xxxxxxx
Xxxxxxx a notary public of said county and state, Xxxxxxx X. Xxxxx, Xx. who,
being by me duly sworn, says that he is Vice President of MSC Corporation, a
corporation, and general partner of Industrial Development Associates, a
Maryland limited partnership, and that the seal affixed to the foregoing
instrument in writing is the corporate seal of said corporation, and that said
writing was signed and sealed by him in behalf of said corporation acting as a
general partner of said partnership by its authority duly given. And the said
Xxxxxxx X. Xxxxx, Xx. acknowledged the said writing to be the act and deed of
said corporation acting as general partner of said partnership.
/s/ E. Xxxxxxx Xxxxxxx
---------------------------
Notary Public
My Commission Expires: 0/0/00
XXXXX XX XXXXX XXXXXXXX
XXXXXX XX XXXXXXXX
This 15th day of December, 1978, personally came before me, Xxxxx X.
Xxxxxx, a notary public of said county and state, Xxxxxxx X. Xxxxxxxx, who
being by me duly sworn, says that he is Vice President of Alphabet, Inc., an
Ohio corporation, and that the seal affixed to the foregoing instrument in
writing is the corporate seal of said corporation, and that said writing was
signed and sealed by him in behalf of said corporation by its authority duly
given. And the said Xxxxxxx X. Xxxxxxxx acknowledged the said writing to be the
act and deed of said corporation.
/s/ Xxxxx X. Xxxxxx
---------------------------
Notary Public
My Commission expires: 8-9-83
Page 3
SCHEDULE OF EXHIBITS
1. Exhibit A - Description of the Leased Premises
2. Exhibit B - Description of the Carolina Central Industrial
Center
Exhibit A to Memorandum
of Lease between
Industrial Development
Associates
and
Alphabet, Inc.
Description of Leased Premises
Tenant has leased from Landlord 50,256 square feet of light
manufacturing space, consisting of the entire single tenant building located on
4.278 acres of land owned by Industrial Development Associates known as Building
#1 in the Carolina Central Industrial Center.
Exhibit B to Lease
between
Industrial Development
Associates
and
Alphabet, Inc.
Carolina Central Industrial Center
[Street map showing location of Building Number 1 and plot lines.]
FIRST AMENDMENT TO LEASE
BETWEEN
INDUSTRIAL DEVELOPMENT ASSOCIATES
AND
ALPHABET, INC.
This First Amendment to Lease is made this 23 day of December, 1978 by
and between INDUSTRIAL DEVELOPMENT ASSOCIATES, a Maryland limited partnership
("Landlord") and ALPHABET) INC. ("Tenant") .
PRELIMINARY STATEMENT
---------------------
A. By lease dated October 24 , 1978 (the "Lease") Landlord leased to
Tenant certain property (the "Leased Premises") located at the Carolina Central
Industrial Center, Alamance County, North Carolina, as more particularly des-
cribed in Exhibit A to the Lease.
B. New York Life Insurance Company ("New York Life"), in connection
with its agreement to provide financing to the Landlord with respect to the
Carolina Central Industrial Center, has requested that Landlord and Tenant
amend the Lease.
NOW, THEREFORE, in consideration of the covenants herein contained and
other good and valuable consideration, Landlord and Tenant agree as follows:
1. If New York Life, its successors or assign, whether by foreclosure
or otherwise, shall succeed to the interest of the landlord under the Lease,
Tenant shall not seek to hold New York Life responsible for the return to Tenant
of any security deposit paid by Tenant to Landlord pursuant to Section 3.5 of
the Lease unless New York Life has received such security deposit from the prior
landlord or otherwise.
2. Section 4.2 of the Lease is amended as follows:
"4.2. Use of Premises. Tenant may use the
Leased Premises only for the purpose of light manufacturing of wiring
harness for automotive and related industries.
3. Section 7.2 of the Lease is hereby amended by inserting in the
fifteenth line of such section the number "50,998 which represents the number of
square feet of the Leased Premises.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.
ATTEST: LANDLORD:
INDUSTRIAL DEVELOPMENT ASSOCIATES
MSC Corporation, General Partner
/s/ E. Xxxxxxx Xxxxxxx
----------------------------------- By /s/ Xxxxxxx X. Xxxxx, Xx. (Seal)
------------------------
Xxxxxxx X. Xxxxx, Xx.
Vice President
ATTEST: TENANT :
ALPHABET, INC
/s/ Xxxxx X. Xxxxxx
----------------------------------- By /s/ Xxxxxxx X. Xxxxxxxx (Seal)
------------------------
ALPHABET, INC.
STATE OF MARYLAND
COUNTY OF HARFORD
This 23rd day of December 1978, personally came before me E. Xxxxxxx
Xxxxxxx, a notary public of said county and state, Xxxxxxx X. Xxxxx, Xx., who,
being by me duly sworn, says that he is Vice President of MSC Corporation, a
corporation, and general partner of Industrial Development Associates, a
Maryland limited partnership, and that the seal affixed to the foregoing
instrument in writing is the corporate seal of said corporation, and that said
writing was signed and sealed by him in behalf of said corporation acting as a
general partner of said partnership by its authority duly given. And the said
Xxxxxxx X. Xxxxx, Xx., acknowledged the said writing to be the act and deed of
said corporation acting as general partner of said partnership.
NOTARY PUBLIC
E. Xxxxxxx Xxxxxxx
----------------------------
Notary Public
My Commission Expires 7/1/82
STATE OF NORTH CAROLINA
COUNTY OF ALAMANCE
This 2 day of January, 1979, personally came before me, Xxxxx X.
Xxxxxx, a notary public of said county and state, Xxxxxxx X. Xxxxxxxx, who,
being by me duly sworn, says that he is Vice President of Alphabet, Inc., an
Ohio corporation, and that the seal affixed to the foregoing instrument in
writing
was signed and sealed by him in behalf of said corporation by its authority
duly given. And the said Xxxxxxx X. Xxxxxxxx, acknowledged the said writing to
be the act and deed of said corporation.
Xxxxx X. Xxxxxx
----------------------------------- ----------------------------
Notary Public
My Commission Expires 8-9-83
SECOND AMENDMENT TO LEASE
BETWEEN
INDUSTRIAL DEVELOPMENT ASSOCIATES
AND
ALPHABET INC. (t/a MCR, INC.)
This Second Amendment to Lease is made this 15th day of December, 1981
by and between INDUSTRIAL DEVELOPMENT ASSOCIATES, a Maryland limited
partnership ("Landlord") and ALPHABET INC. ("Tenant").
By Lease dated October 24, 1978 (the "Lease"), and First Amendment
dated December 23, 1978 (the "First Amendment") ' Landlord leased to Tenant
certain property (the "Leased Premises") located at the Carolina Central
Industrial Center, Alamance County, North Carolina, as more particularly
described in Exhibit A to the Lease.
Tenant and Landlord are desirous of amending the Lease and First
Amendment.
NOW, THEREFORE, in consideration of the covenants herein contained
and other good and valuable consideration, Landlord and Tenant hereby agree as
follows:
1. Section 3.1, ANNUAL RENT, of the Lease, is hereby amended so as to
provide as of January 1, 1982 an annual rent increase from $94,346.00 to
$132,356.00. Said rent to be paid in equal monthly installments of $11,029.67.
2. Section 3.3, UTILITIES, of the Lease, is hereby amended so as to
provide beginning January 1, 1982, that Landlord shall be responsible for and
pay all charges for gas, electricity, water, and sewer expenses. Tenant shall
maintain the services in its name and control. Monthly, upon receipt of bills
for the abovementioned services, Tenant shall forward same to Landlord. Landlord
shall pay all utility bills in a prompt manner.
Tenant shall retain the right, in the event of Landlord's failure to
pay the utility charges, to cure the default. Tenant reserves all legal rights
to pursue, in the event of said default, whatever action it may have under
appropriate North Carolina law to recoup its out-of-pocket expenses and legal
fees for same.
Tenant will continue to pay all charges and expenses related to use of
telephone services.
3. Add Section 3.6, ANNUAL ADJUSTMENT. Tenant's basic annual rent as
amended ($132,356.00) shall be adjusted annually by an amount equal to 3% of
the previous year's rent. This adjustment is intended to compound on an annual
basis. Landlord shall advise Tenant of his new monthly rent prior to year end
and xxxx the gross adjusted amount beginning January l of each calendar year.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
ATTEST: LANDLORD:
INDUSTRIAL DEVELOPMENT ASSOCIATES
______________________________ By _________________________________(SEAL)
Xxxxxxx X. Xxxxx, Xx.
Meridian Inc., General Partner
ATTEST : TENANT:
ALPHABET INC.
_______________________________ By ___________________________________(SEAL)
Xxxxxxx X. Xxxxxxxx
STATE OF ___________, COUNTY OF __________, to wit:
I HEREBY CERTIFY that on this ____ day of _____________, 198__ before
me, the subscriber, a notary public of the State of ________________,
personally appeared XXXXXXX X. XXXXX, XX., Assistant Secretary of Meridian
Inc., a Maryland corporation and general partner of Industrial Development
Associates, a Maryland limited partnership, and on behalf of such limited
partnership executed the foregoing instrument and acknowledged such execution
of such instrument as the act and deed of such limited partnership.
IN WITNESS WHEREOF, l have affixed my officiaL seal.
(SEAL) -----------------------------
Notary Public
My Commission expires:
STATE OF ____________, COUNTY OF ___________, to wit:
l HEREBY CERTIFY that on this ____ day of _______________, 198__
before me, the subscriber, a notary public of the State of __________________,
personally appeared XXXXXXX X. XXXXXXXX, Vice President of Alphabet Inc., and
on behalf of such corporation executed the foregoing instrument and acknowledged
such execution of such instrument as the act and deed of such corporation.
IN WITNESS WHEREOF, l have affixed my official seal.
(SEAL) -----------------------------
Notary Public
My Commission expires:
Page 2
