EXHIBIT 10.13
Prepared By: Lessee: Lessee:
University of Tennessee Tristar Enterprises, Inc.
Office of Real Estate Management 0 X. Xxxxxx Xxxxxx
Xxx Xxxxxxxxxxx Xxxxxxxx Xxxxxxx, XX 38 I63
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
L E A S E
THIS LEASE, made and entered into this 7th day and effective as of
March, 2001, and effective as of October 1, 2000, by and between THE UNIVERSITY
OF TENNESSEE, hereinafter called the Lessor, and TRISTAR ENTERPRISES, INC.,
hereinafter called the Lessee.
WITNESSETH:
The parties hereto, for the considerations hereinafter mentioned,
covenant and agree as follows:
1. DESCRIPTION: The Lessor hereby leases unto I, Lessee those
premises with the appurtenances thereto situated in the State of Tennessee,
County of Shelby, City of Memphis, in the Van Vleet Building at 0 X. Xxxxxx
Xxxxxx. The premises above are more particularly described as follows:
Approximately 2,050 rentable square feet of Office Space located on the
second floor and identified on attached Addendum Number One as C202, C206, C207,
C208, C212, C216, C219, C223, C224, C226 and C228. Approximately 4,818 rentable
square feet of Laboratory Space located on the third floor and identified on
attached Addendum Number Two as N321, N324. N324A, N325, N326, N326A, N328,
N328A, N329, N330, N333, N333A, N334, N334A, N334B. Plans for the building are
located in the Office of facilities at The University of Tennessee Health
Science Center in Memphis, Tennessee and are incorporated by reference as if
fully set out herein.
Being part of the same property described in the last recorded instrument
conveyed to Lessor in Plat Book No. I, Page 69. recorded in the Register's
Office, Shelby County, Tennessee. (Reference Instrument No. 6005-287 -no other
recorded deeds were located).
2. TERM: The term of this lease shall commence on October 1,
2000, and shall end on September 30, 2005, with such rights of termination
and/or extension as may be hereinafter expressly set forth. Should the Lessee
occupy the premises beyond the term of this lease such occupancy shall in no
event be year-to-year but at the will of the Lessor.
3. RENT: The Lessee shall pay annual rent of $94,820 ($11.00 per
rentable square foot of Office Space and $15.00 per rentable square foot of
Laboratory space), payable in installments of $7,901.67 per month. The rental
cost may subsequently be adjusted each July 1 and shall be based on the
percentage difference between the two most recent annual State and Local Index
values listed in Table 3.8B Real Government consumption Expenditures by Type and
Real Gross Investment by Type (formerly entitled Government Purchases by Type in
Constant Dollars) contained in the applicable July issue of the Department of
Commerce's Survey of Current Business. For example, if this adjustment factor
had been put into effect prior to July 1, 1996, a 2.3% increase in the prior
rate would be permissible for the period of July 1, 1996 - June 30, 1997 (the
July 1996 issue of the Department of Commerce's Survey of Current Business lists
the 1995 State and Local Index value as 788.6 and the 1994 value as 770.5
(788.6/770.5 = 1.023)).
4. PURPOSE: The premises hereby leased shall only be used for
education, research, or public service activities. Lessee shall not permit or
suffer any act or event to occur upon the premises which is extra hazardous on
the account of tire or explosion.
Tristar Enterprises, Inc.
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Further Lessee covenants to comply with all City laws and ordinances
and State and federal laws in regard to nuisances, insofar as the premises are
concerned and to make no unlawful or offensive use of the premises.
5. ASSIGNMENT AND SUBLETTING: The Lessee shall neither assign
this Lease nor sublet the premises in whole or part without the written consent
of the Lessor. Further, the Lessee shall not permit the use or occupation of
said premises by anyone other than Lessee without the written consent of the
Lessor.
6. REPAIR/MAINTENANCE: The Lessee accepts the premises in its
present physical condition. During the lease term, the Lessor shall maintain the
leased premises and appurtenances which he provides in good repair and
tenantable condition, including, but not limited to, the maintenance and repair
of the elevators, plumbing, heating, electrical, air conditioning and
ventilating equipment and fixtures to the end that all such facilities are kept
in good operative condition except in case of damage arising solely from a
willful or negligent act of' the Lessee's agent, invitee, or employee.
The Lessee shall take good care of the premises hereby leased and the
appurtenances thereof and neither commit nor permit any waste. At the end or
other expiration of the term of this Lease, the Lessor shall deliver up said
premises in as good order or condition as they were at the beginning of this
Lease, ordinary wear and tear thereof and damage by earthquake the elements,
acts of God, or fire over which the Lessee has no control excepted.
7. ALTERATIONS: The Lessee shall not make any alterations,
additions or improvements in the premises without first obtaining written
consent from the Lessor. All alterations, additions or improvements made by the
Lessee shall inure to the benefit of the property of the Lessor upon the
termination and end of this lease unless hereinafter specified to the contrary
or otherwise agreed to in writing and signed by both parties.
8. UTILITIES: The costs associated with utilities and janitorial
services will be included as part of the rent as set forth in paragraph 3.
9. INSPECTION: 'The Lessor shall have the right, upon notice to
the Lessee, to enter the leased premises at reasonable times in order to
inspect, render services or make necessary repairs to the premises.
10. FIRE AND CASUALTY: If the premises be destroyed by fire or
other casualty, this Lease shall immediately terminate. In the case of partial
destruction or damage so as to render the premises untenantable, either party
may terminate the Lease by giving written notice to the other within
fourteen(14) days thereafter.
11. LIABILITY: Lessor shall not be liable for any property or
valuables destroyed, damaged, lost, stolen, taken or missing from the Premises,
the Lessee agreeing to sufficiently protect, secure, insure, and safeguard any
and all property maintained or stored upon the Premises. Any property placed on
or within the Premises is maintained strictly at Lessee's own risk. The Lessor
agrees to provide fire and casualty insurance or self insurance in amounts
sufficient to protect its own interest in the Building only.
Lessee, its successors and assigns, shall indemnify and hold harmless
Lessor and the State of Tennessee from any and all claims, costs or damages, and
judgments of whatsoever nature, including without limitation costs and expenses
incurred by Lessor or the State in the defense of any action, arising out of the
activities of Lessee on the premises pursuant to this Lease and to assume all
responsibility and liability therefore.
The Lessee, its successors and approved assigns, agrees to maintain
adequate public liability insurance and will provide satisfactory evidence of
such insurance to the State. Further, the liability limits of this insurance
must not be less than the exposure and limits of' the State's liability under
the Claims Commission Statute, T.C.A. Section 9-8-307, as it may be from time to
time amended and/or construed by the claims commission and courts. This statute
currently limits liability of the State to $300,000 per claimant, $1,000,000 per
occurrence. The insurance policy shall include a provision for the insurance
company to notify the State in writing of any cancellation or changes of the
policy at least 30 days in advance of the cancellation or change.
Tristar Enterprises, Inc.
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12. TERMINATION/EXTENSION: Notwithstanding any other provision to
the contrary in the event that the Lessee becomes insolvent or bankruptcy
proceedings are filed against or by the Lessee, his heirs or assigns in any
court whatsoever, it shall give the rights to Lessor or its assigns, at their
option, to immediately declare this contract null and void and at once resume
possession of the property. No receiver, trustee or other judicial officer shall
have any right, title or interest in or to the above described property by
virtue of' this contract.
Further, if the Lessee shall fail or neglect to make any payment of
rent when due, vacate the premises without notice to the Lessor or shall violate
any of' the provisions of this Lease, the Lessor, without any other demand or
notice, may at Lessor's option, immediately terminate this Lease and if
necessary require the Lessee to vacate the leased premises.
In lieu of any termination right mentioned herein or in conjunction
therewith, Lessor may pursue any other lawful right or remedy incident to the
relationship created by this Lease. Should the Lessor at any time seek to
rightfully recover possession of the premises and be obstructed or resisted
therein, and any litigation thereon ensue, the Lessee shall be bound to pay the
Lessor reasonable attorney's fees and all court costs.
It is agreed that either party shall have the right and privilege to
terminate the agreement by giving a written notice to the other party at least
90 days prior to the specified termination date.
This lease may be extended by both parties agreeing to the terms and
conditions of such extension in writing and signed by all parties subject to the
approval of the State Building Commission.
13. NOTICES: All notices herein provided to be given, or which may
be given, by either delivered in person or by certified mail as follows:
TO THE LESSOR: TO THE LESSEE:
OFFICE OF REAL ESTATE MANAGEMENT TRISTAR ENTERPRISES, INC.
THE UNIVERSITY OF TENNESSEE 0 X. XXXXXX XXXXXX
000 XXXXXXXXXXXXXX XXXXXXXX XXXXXXX, XX 00000
XXXXXXXXX, XX 00000-0000
14. SPECIAL PROVISIONS: Prior to the execution of this lease the
following special provisions, if any, were agreed upon:
a. This agreement constitutes the entire agreement concerning the
least of this property. Any previous written or oral agreements between the
Lessee and the previous owners of the property are entirely superseded.
b. Additional space in the amount of approximately 1, 014
rentable square feet on the first floor and 976 rentable square feet on the
third floor will be required at a later date. This lease will be amended at that
time to include this additional space at the then-current rental rate.
c. This Lease may not be amended, modified or in any way changed
except by written agreement signed by both parties.
d. This Lease is not binding upon the Lessor until the fully
executed document is delivered to the Lessee.
15. CERTIFICATION: The Lessee hereby certifies that Lessee is
neither now nor within the past six (6) months has been an official or employee
of 'The University of' Tennessee or any other agency or institution of the State
of Tennessee and that no official or employee of The University of-Tennessee or
no official or employee of the University or one of those agencies has any
personal interest in the leased premises.
Tristar Enterprises, Inc.
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IN WITNESS WHEREOF, this lease has been executed by the parties hereto
on the day and year first above written.
LESSOR LESSEE
THE UNIVERSITY OF TENNESSEE TRISTAR ENTERPRISES, INC.
BY: /s/ illegible BY: /s/ illegible
__________________________________ ____________________________
VICE PRESIDENT ITS: President & CEO
STATE OF TENNESSEE
BY: /s/ C. Xxxxxx Xxxx,
-----------------------------------
C. XXXXXX XXXX, PhD, Commissioner
Finance and Administration
APPROVED:
BY: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx
Attorney General
BY: /s/ Xxx Xxxxxxxxx
-----------------------------------
Xxx Xxxxxxxxx
Governor
Tristar Enterprises, Inc.
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AUTHENTICATION FORM FOR LEASE
BETWEEN
THE STATE OF TENNESSEE
AND
TRISTAR ENTERPRISES, INC.
STATE OF TENNESSEE
COUNTY OF XXXX
Personally appeared before me, the undersigned Notary Public for Xxxx County,
Xxxxxxx X. Fly, Vice-President of the University of Tennessee, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence,
and who, upon oath, acknowledged that he/she is the Vice-President of the
University of Tennessee and that he/she as Vice-President, being authorized so
to do, executed the foregoing instrument for the purpose therein contained by
signing the name of the State by himself as Vice-President.
Witness my hand and seal at office, this 25th day of July,
2001.
/s/ Sophie Xxxxx Xxxxxx Xxxxxxx
--------------------------------------------
Notary Public
My Commission Expires:
0-00-00
XXXXX XX XXXXXXXXX
XXXXXX OF DAVIDSON
Personally appeared before me, the undersigned, Notary Public for Davidson
County, C. Xxxxxx Xxxx, PhD, with whom I am personally acquainted and who, upon
oath, acknowledged that he is the Commissioner of Finance and Administration and
that he as Commissioner, being authorized so to do, executed the foregoing
instrument for the purpose therein contained by signing the name of the State of
Tennessee, by himself as Commissioner.
Witness my hand and seal at office, this 27th day of August,
2001.
/s/ Xxxxxxxx Xxxxxxxx
-----------------------------------
Notary Public
My Commission Expires:
Nov. 29, 2003
AUTHENTICATION FORM FOR LEASE
MADE BY AND BETWEEN
TRISTAR ENTERPRISES, INC.
AND THE STATE OF TENNESSEE
DATED_________
STATE OF TENNESSEE
COUNTY OF SHELBY
Before me ______________________________, a Notary Public in and for said County
and State aforesaid, personally appeared _______________________________, with
whom I am personally acquainted, and who, upon oath, acknowledged
himself/herself to be the ___________________________ of
___________________________, the within named Lessor, a corporation, and that
he/she as such __________________________, being authorized so to do, executed
the foregoing lease for the purposes therein contained, by signing the name of
the Corporation by himself/herself as __________________________________.
Witness my hand and seal, at the office in Memphis, TN, this 7th day of March,
2001.
Notary Public
________________________
My Commission Expires:
March 12, 2002
