STATE OF NORTH CAROLINA )
: LEASE AGREEMENT
COUNTY OF FORSYTH )
THIS LEASE AGREEMENT made this 6th day of February, 1998, by and between XXXXXXX
X. XXXX and wife, JO XXXX XXXX, of Xxxxxxx County, North Carolina (hereinafter
referred to as "LANDLORD"), and XXXX MOTIONS CONTROLS, INC., a North Carolina
business corporation (hereinafter referred to as "TENANT").
W I T N E S S E T H:
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1. LEASE OF PREMISES. The Tenant hereby agrees to rent and take upon the
following terms and conditions hereinafter set forth that certain real property,
including all of the improvements located thereon, located at 0000 Xxxxxxxx
Xxxx, Xxxxxxx-Xxxxx, XX, 00000, as more specifically described on the attached
Exhibit "A" which is incorporated herein by reference as if the fully set forth
(hereinafter referred to as "PREMISES").
2. TERM. The term of this Lease shall be Twenty-Four (24) months
commencing as of the 1st day of February, 1998 and ending on January 31, 2000.
3. RENT. Tenant agrees to pay Landlord the following rents:
The annual rent of Twenty-Five Thousand Four Hundred Thirty Seven and
50/100 Dollars ($25,473.50) which annual rent shall be payable in equal monthly
installments of Two Thousand One Hundred Nineteen and 79/100 Dollars
($2,119.79), which the first such installment being due and payable on the first
day of February, 1998, and being due and payable on the first day of each and
every consecutive month thereafter for the remaining term of this Lease.
4. TAXES AND INSURANCE. The Landlord is responsible for the total ad
valorem and real estate taxes and the insurance on the building. The Tenant
shall be responsible for such insurance coverage as provided in Paragraph 18 of
this Lease.
5. USE. The Premises shall be used for any purpose permitted under
applicable zoning laws. The Premises shall not be used for any illegal purposes;
nor shall they be used in any manner to create any nuisance or trespass; nor in
any manner to vitiate the insurance or increase the rate of insurance on the
Premises.
6. UTILITIES. Water and sewer will be paid by the Tenant. Electric power
bills and all other utility bills are the sole responsibility of the Tenant.
7. LANDLORD'S MAINTENANCE.. Landlord shall, at the expense of the
Landlord, maintain and be liable for the foundation, outside walls, eaves,
troughs, spouts, window frames, roofing and flashing, water and sewer lines
outside or inside the building on the Premises, parking lot, and driveways.
These items are listed by way of illustration but are not exclusive. In addition
to the above, and except as provided herein, the Landlord shall be financially
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responsible for any and all repairs, replacements or service to the Premises.
Landlord warrants that upon delivery of possession of the demised premise, all
plumbing, wiring, and the heating and air conditioning systems shall be in good
working order.
8. TENANT'S MAINTENANCE. Tenant, at its expense, shall maintain the HVAC
system to include two (2) annual maintenance calls. Landlord shall be
responsible for replacement or repairs to said HVAC system. Tenant, at its
expense, shall maintain the plumbing system to include leaking faucets and
clogged toilets. Major repairs or replacements will be responsibility of the
Landlord.
9. CONDITION OF PREMISES. Tenant accepts the Premises in their present
condition and acknowledges that the same are suited for the use intended by
Tenant. Tenant agrees to return the Premises to Landlord at the expiration or
sooner termination of the term hereof in as good condition and repair as when
first received, normal wear and tear, damage by storm, fire, lightning,
earthquake or casualty excepted.
10. INTERIOR DESIGN, ETC. Any changes or alterations in the interior
design, decor, furnishings, trade fixtures, and other decorating of or for the
Premises must be first submitted to Landlord for approval, which shall not be
unreasonably withheld or delayed, before installation thereof by Tenant, and
such installation shall be at Tenant's expense and shall be free of any liens.
11. ADVERTISING SIGNS. All advertising signs are subject to approval of
Landlord, which shall not be unreasonably withheld or delayed, and Tenant must
obtain such approval in writing prior to installation. Such approval will be
granted if the sign is satisfactory with the zoning and sign regulations of the
appropriate governmental agency in charge of the same. Tenant shall remove
Tenant's signs from the Premises at the expiration or sooner termination of the
term hereof.
12. NO NUISANCE. The Tenant shall keep the Premises clean, both inside and
outside, at its own expense, and will remove all trash, garbage and other refuse
from the p clean, both inside and outside, at its own expense, and will remove
all trash, garbage and other refuse from the Premises. Tenant agrees to keep all
accumulated rubbish in covered containers provided by the Landlord and removed
regularly at Landlord's expense.
13. NO OBSTRUCTION. Tenant shall neither encumber nor obstruct the area
adjoining the Premises not allow the same to be obstructed or encumbered in any
manner, and shall keep said area and adjoining sidewalks, if any, free of ice,
snow, rubbish and dirt. Tenant shall not place, or cause to be placed, any
merchandise, vending machines, or anything else on said area or sidewalks, if
any, or the exterior of the Premises, without the written consent of the
Landlord first obtained, which shall not be unreasonably withheld or delayed.
14. DESTRUCTION OF PREMISES. Should fire or other casualty totally destroy
the building on the leased property or render the same more than fifty percent
(50%) unfit for the operation of Tenant's business, Landlord shall with all
reasonable dispatch rebuild or restore such building so as to afford
substantially the same space and facilities as at the time of such
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damage or destruction; providing however, that in the event of damage or
destruction to such extent by fire, or other casualty the Tenant shall have an
option to terminate this Lease without payment of further rent, within thirty
(30) days of the date thereof by giving written notice to that effect to the
Landlord and upon receipt of such notice the Landlord shall be under no duty to
rebuild or restore any buildings on the leased property.
In the event of partial destruction or damage to said buildings on the
leased property by fire or other casualty which does not render them more than
fifty percent (50%) unfit for occupancy, the Landlord shall, at its expense
restore and repair such property with all reasonable dispatch, and this Lease
shall continue in full force and effect except as provided in the next paragraph
relating to rental.
The rental payable by the Tenant hereunder shall xxxxx to the extent and
so long as the leased property is unfit for the conduct of the Tenant's regular
business therein as the result of fire or other casualty. Any rent which may
have been paid in advance for such period during which occupancy by the Tenant
is impossible or impractical shall be adjusted or rebated, as the case may be,
depending upon the extent of the leased property made by the Tenant during such
period.
15. ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES.
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(A) Tenant agrees to comply with any and all Federal, State or local
environmental laws regulating Tenant's use and occupancy of the Premises,
including, without limitation, any such law regulating Hazardous Materials. As
used herein, "Hazardous Materials" means asbestos, FCBs, petroleum or any other
hazardous or toxic substance, material, waste or other environmentally regulated
substance that is subject to any Hazardous Materials Law (as defined below).
(B) Landlord represents and warrants to the best of its knowledge,
that no Hazardous Materials are located on, in or about the Premises, the
Building or the real estate on which the Building is located, or used in
connection therewith. Landlord agrees to disclose to Tenant in writing the
existence, extent and nature of any Hazardous Material ascertained on, in or
about the Premises, Building or real estate, or used in connection therewith,
upon Landlord's knowledge of the same.
16. ALTERATIONS REQUIRED BY LAW. In the event any local, state or federal
laws, rules and regulations require that the leased premises be altered, changed
or modified in order to comply with any law, rule or regulation, and said
alteration, change or modification is within reason, such alteration, change or
modification shall be the sole and separate responsibility of the Landlord and
shall be completed in compliance with said law, rule or regulation at Landlord's
expense. (For example, in the event that the leased premises do not comply with
any rule or regulation concerning requirements for the handicapped it shall be
the sole and separate responsibility of Landlord to bring the leased premises
into compliance with said laws, rules and regulations.) In the event
alterations, changes and modifications are not within reason, then in this event
if the Landlord fails to make the required alterations, changes and
modifications the Tenant shall have the option to (1) make at its own expense
the alterations, changes and
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modifications required or (2) terminate this Lease by giving Landlord thirty
(30) days prior written notice thereto.
17. INDEMNIFICATION. Tenant agrees to indemnify and save harmless the
Landlord against all claims for damages to persons or property by reason of the
negligent use or occupancy of the Premises and all expenses incurred by Landlord
as a result thereof or in connection therewith including reasonable attorney's
fees, court costs, and related expenses actually incurred.
18. INSURANCE. Tenant is responsible for insurance on its contents and
fixtures. Tenant agrees to carry $1,000,000.00 liability insurance with Landlord
named as co-insured.
19. COMPLIANCE WITH LAWS. Tenant agrees, at its own expense, to comply
promptly with all requirements of any legally constituted public authority,
except as such requirements concern responsibilities of Landlord, in which event
Landlord agrees to promptly comply, at its own expense, with said requirements.
20. CONDEMNATION. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purposes herein rented, be condemned by
any legally constituted authority for any public use or purpose, then, in either
of said events, the term hereof shall cease from time when possession thereof is
taken by such authority; and rental shall be accounted for as between Landlord
and Tenant as of that date. Such termination, however, shall be without
prejudice to the rights of either Landlord or Tenant to recover compensation and
damage caused by condemnation from the condemnor. It is further understood and
agreed that neither Tenant nor Landlord shall have any rights in any award made
to the other by any condemnation authority.
21. ASSIGNMENT AND SUBLETTING. Tenant shall not, without the prior written
consent of Landlord endorsed hereon, which shall not be unreasonably withheld or
delayed, assign this Lease or any interest hereunder. Tenant may subrent or
sublease the Premises or any part thereof, or permit the use of the Premises by
any party other than Tenant.
22. REMOVAL OF TRADE FIXTURES. Tenant may (if not in default hereunder)
prior to the expiration or sooner termination of the term hereof, remove all
trade fixtures and supplies which Tenant has placed in the Premises, provided
Tenant shall restore the Premises to the same condition as existed at the
commencement of the term hereof, normal wear and tear excepted.
23. DEFAULT. It is mutually agreed that (a) in the event the Tenant shall
default in the payment of rent herein reserved, when due, and fails to cure such
default within ten (10) days after the date of receipt of written notice of
default from Landlord, or (b) if Tenant shall be in default in any of the terms
or provisions of this Lease, other than the provisions requiring payment of
rent, and fails to cure such default within thirty (30) days after the date of
receipt of written notice of default from Landlord, or (c) if Tenant is
adjudicated bankrupt, or (d) if a permanent receiver is appointed for Tenant's
property and such receiver is not removed within sixty (60) days after written
notice from Landlord to Tenant to obtains such removal, or (e) if, whether
voluntarily or involuntarily, Tenant takes advantage of any debtor relief
proceedings
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under any present or future law, whereby the rent of any part thereof is, or is
proposed to be, reduced or payment thereof deferred, or (f) if Tenant's effects
should be levied upon or attached under process against Tenant, and such levy or
attachment is not satisfied or dissolved within thirty (30) days after written
notice from Landlord to Tenant to satisfy or dissolve the same, then, in any of
said events, Landlord, at its option, may terminate this Lease by written notice
to Tenant, whereupon this Lease shall terminate. Any notice provided in the
paragraph may be given by Landlord or its attorney. Upon such termination by
Landlord, Tenant will at once surrender possession of the Premises to Landlord
and remove all of Tenant's effects therefrom; and Landlord may forthwith reenter
the Premises and repossess itself thereof, and remove all persons and effects
therefrom, using such force as may be necessary.
24. LANDLORD'S RIGHT OF ENTRY. Landlord may post on the Premises "For
Rent" signs sixty (60) days before the expiration of the term hereof. Landlord
may enter the Premises at reasonable hours to extend the same to prospective
tenants and to make repairs required of or permitted to be made by Landlord
under the terms hereof, or to inspect the premises for the purpose of
determining if Tenant is complying with the requirements of this Lease.
25. HOLD OVER. If Tenant remains in possession of the Premises after the
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant shall be a Tenant from month to month
at the same monthly rental in effect at the end of such term and there shall be
no renewal of this Lease by operation of law.
26. NO WAIVER. No failure of Landlord to exercise any power given to
Landlord hereunder, or to insist upon strict compliance by Tenant with Tenant's
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof shall constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.
27. NOTICES. Any notices required to be given by any party hereto shall be
considered given if addressed to the parties hereinafter set forth and mailed by
certified mail, return receipt requested.
For the Landlord: Xxxxxxx X. Xxxx and wife, Jo Xxxx Xxxx
c/o H. Xxxxx Xxxxxxx
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000 Xxxxxxxx Xxxx.
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Xxxxxxx-Xxxxx, XX 00000
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Attn: Xxxxx Xxxxxxx
For the Tenant: Xxxx Motion Controls, Inc.
c/o Speizman Industries, Inc.
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X.X. Xxx 00000
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Xxxxxxxxx, XX 00000
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Attn: Xxxxxx X. Xxxxxxxx, President
28. ENTIRE AGREEMENT. This Lease contains the entire agreement of the
parties hereto; and no representations, inducements, promises or agreements,
oral or other, between the parties not embodied herein, shall be of any force or
effect.
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be
executed all as of the date first above written.
LANDLORD:
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
/s/ Jo Xxxx X. Xxxx
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Jo Xxxx Xxxx
TENANT:
Xxxx Motion Controls, Inc.
By:
/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: President
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