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EXHIBIT 10.14
LEASE
(1) THIS LEASE made this 23rd day of October , 2000, by and between:
INTERNATIONAL-WIXOM, LLC a Michigan limited liability company
00000 Xxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000
the Lessor, hereinafter designated as Landlord, and:
ROCKWELL MEDICAL TECHNOLOGIES, INC.
a Michigan corporation
00000 Xxxxxxx Xxx Xxxxx
Xxxxx, XX 00000
the Lessee, hereinafter designated as Tenant.
(2) DESCRIPTION/TERM/COMMENCEMENT.
(A) PREMISES. Landlord, in consideration of the Rent to be paid and the
covenants and agreements to be performed by Tenant, leases to Tenant
the following described premises situated in the City of Wixom, County
of Oakland, State of Michigan: a free standing building consisting of
approximately Fifty Thousand Eight Hundred Fifty Eight (50,858) square
feet commonly known as 00000 Xxxxx Xxxx, Xxxxx, Xxxxxxxx 00000 (the
"Building"), which, together with the contiguous parking and
landscaping areas used by and servicing the Building, are hereinafter
referred to as the "Premises". The Premises are part of a larger
complex which contains a total of five (5) industrial buildings,
either constructed or to be constructed as shown on the site plan
attached hereto as Exhibit A (the "Property"). The Property contains
parking and common areas which are or will be shared by and used by
all of the buildings which are located or will be located on the
Property.
(B) TERM. The Lease term shall begin on the Commencement Date and shall
run for Eighty Four (84) full calendar months thereafter, unless
sooner terminated as provided herein (the "Term"). In the event that
the Commencement Date is other than the first day of a month, then the
Term shall be extended by the number of days remaining in the first
month after the Commencement Date, and the Rent shall be
correspondingly increased as provided in Paragraph 3 below.
(C) COMMENCEMENT. The Term shall commence on the earliest of the following
(the "Commencement Date"):
(i) May 1, 2001; or
(ii) Occupancy of the Premises by Tenant in whole or in part.
Provided, however, in the event that Tenant shall be unable to occupy
the Premises due solely to the inability of Landlord to complete
Landlord's work so as to ready the Premises for Tenant's occupancy and
provided further that Tenant shall not have contributed to or caused
in whole, or in part, the delay, then in that event, the Commencement
Date shall be delayed until the date on which the City of Wixom issues
either a conditional or final Certificate of Occupancy.
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(3) RENT. Tenant agrees to pay to Landlord as rental for the Premises (the
"Rent") during the Term, the sum of Two Million Six Hundred Seventy
Thousand Forty Five ($2,670,045.00) Dollars payable in monthly installments
in advance, on the first day of each month as follows:
Thirty One Thousand Seven Hundred Eighty Six and 25/100 ($31,786.25)
Dollars upon execution of this Lease, receipt of which is hereby
acknowledged representing payment of Rent for May, 2001, and a like
sum on the first day of each consecutive month thereafter during the
Term of this Lease until a total of Eighty Four (84) consecutive
monthly Rent payments of Thirty One Thousand Seven Hundred Eighty Six
and 25/100 ($31,786.25) Dollars have been made.
The Rent shall commence on the Commencement Date. If the Commencement Date
is other than the first day of a month, the Rent and other payments due to
Landlord shall be adjusted to reflect the addition of the days in the month
of commencement, and in such case, the Rent due for the month of
commencement shall be prorated based upon the number of days remaining in
said month.
(4) RENT/ADDITIONAL RENT. The purpose and intent of this Lease is that the Rent
shall be an absolute net return to Landlord and shall continue unreduced
and unabated throughout the entire Term. Tenant shall pay to and reimburse
Landlord as additional rent Real Estate Taxes and expenses and charges of
every kind and nature incurred in connection with the maintenance, upkeep
and preservation of the Building and Tenant's pro rata share ("Pro Rate
Share") of all Real Estate Taxes, insurance and other expenses and charges
of every kind and nature incurred in connection with the maintenance,
upkeep and preservation of the Property during the Term as follows:
(A) REAL ESTATE TAXES. Tenant shall pay to and reimburse Landlord for: (i)
all of the Real Estate Taxes which are levied against the Building
during the Term, and (ii) Tenant's Pro Rata Share of all Real Estate
Taxes which are levied against the land valuation portion of the
Property during the Term.
"Real Estate Taxes" as used herein shall mean all property taxes and
assessments levied or imposed upon the Building and/or Property. For
determining the valuation of the land portion of the Property (as
opposed to the valuation of buildings constructed thereon), Landlord
and Tenant will utilize the records and calculations of the Township
Assessor as the same may be adjusted from time to time. If, due to a
change in the method of taxation or the elimination of any Real Estate
Tax now or previously in effect, any franchise or other tax shall be
levied against Landlord in substitution for or in lieu of any tax
which would otherwise constitute a Real Estate Tax, such franchise or
other tax shall be deemed to be Real Estate Taxes for purposes hereof.
(B) INSURANCE/UPKEEP/MAINTENANCE/REPAIRS. Tenant shall pay to and
reimburse Landlord for: (i) Landlord's premiums for the insurance
which Landlord maintains on the Building including Landlord's fire and
extended casualty coverage, liability coverages and loss of rental
income insurance, and (ii) any expenses which Landlord incurs for the
maintenance, repair, upkeep, and preservation of the Building, and
(iii) Tenant's Pro Rata Share of the maintenance, repair, upkeep, and
preservation expenses attributable to the land portion of the
Property. Landlord's maintenance expenses shall include, but not be
limited to, any expense which Landlord incurs pursuant to Paragraph 15
of this Lease and in contracting with independent contractors for
services attributable to the maintenance, repair, upkeep and
preservation of the Building or Property including but not limited to
snow removal, maintenance, repairs, upkeep, parking lot maintenance
and upkeep (including striping, seal coating, etc.), repair,
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preservation and replacement of landscaping, parking areas, driveways
and other Building common areas, as well as the lighting, sprinkling
systems, water and other utilities associated therewith. If Landlord,
pursuant to the terms of this Lease, contracts for or undertakes to
perform any maintenance, repair or upkeep, such undertaking shall not
relieve Tenant of its obligations and responsibilities set forth in
this Lease.
Anything contained in this Paragraph 4(b) to the contrary
notwithstanding, Tenant shall not be required to reimburse Landlord
for Landlord's insurance premiums which are attributable to the
primary personal liability insurance coverage in the amount which
Tenant is required to obtain and carry pursuant to Paragraph 14. It is
the intent of this provision to make certain that Tenant is not
required to pay for duplicating the cost of personal liability
insurance to the extent that Tenant is required to carry the same
under Paragraph 14.
(C) ESTIMATED MONTHLY PAYMENT. Tenant shall pay to Landlord on a monthly
basis, in addition to Rent, an amount equal to one-twelfth (1/12th) of
Tenant's anticipated annual liability for reimbursement to Landlord
for Real Estate Taxes/insurance/upkeep/maintenance/repairs (set forth
in subparagraphs (a) and (b) above). For computation purposes, Tenant
shall pay $4,166.00 month as Tenant's anticipated expense for said
reimbursements for the first year (ending December 31st). If the
amount of Tenant's actual liability for any calendar year exceeds the
amount which Tenant has paid for such year, Tenant shall pay Landlord
an amount equal to the deficiency within thirty (30) days after
receipt of a xxxx from Landlord. The amount of Tenant's monthly
payment may be adjusted from time to time by Landlord to reasonably
reflect Tenant's monthly anticipated liability under subparagraphs (a)
and (b) above. Landlord shall give Tenant thirty (30) days written
notice of any such adjustment. Tenant's payments shall be treated as
Rent for the purposes of this Lease.
As used herein, the term "Tenant's Pro Rata Share" shall mean thirty nine
(39%) percent. Pro Rata Share has been derived pursuant to Exhibit A
attached hereto. In the event that when all the buildings shown on Exhibit
A have been constructed, the buildings contain either a greater or lesser
amount of square feet than shown on Exhibit A, Landlord and Tenant agree to
prepare an addendum modifying this Lease, increasing or decreasing the Pro
Rata Share, so that Tenant's Pro Rata Share will be the ratio the square
footage contained in the Building bears to the total square footage of all
buildings constructed on the Property.
(5) INSURANCE/HAZARD. In addition to the Rent hereinbefore specified, Tenant
agrees to pay as additional Rent any increase on premiums for insurance
against loss by fire that may be charged during the Term on the amount of
insurance carried by the Landlord resulting from the business carried on in
the Premises by the Tenant or the character of Tenant's occupancy, whether
or not Landlord has consented to the same.
(6) LANDLORD PAYMENT. If Tenant shall default in any payment or expenditure
other than Rent required to be paid or expended by Tenant under the terms
hereof, Landlord may at its option, make such payment or expenditure, in
which event the amount thereof shall be payable as Rent to Landlord by
Tenant on the next ensuing Rent day together with interest at 15% per annum
from the date of such payment or expenditure by Landlord and on default in
such payment Landlord shall have the same remedies as on default in payment
of Rent. Landlord and Tenant acknowledge that the charge set forth herein
is a reasonable estimate of the expense and inconvenience which Landlord
will be put to if payments are not made on time, and acknowledge that the
actual damages which Landlord will or may suffer in such case are difficult
or impossible to ascertain and measure.
(7) PLACE OF PAYMENT. All payments of Rent or other sums to be made to Landlord
shall be made at such a place as Landlord shall designate in writing from
time to time.
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(8) ASSIGNMENT. Tenant covenants not to assign or transfer this Lease or
hypothecate or mortgage the same or sublet said Premises or any part
thereof without the written consent of Landlord. Any assignment, transfer,
hypothecation, mortgage, or subletting without said written consent shall
give Landlord the right to terminate its Lease and to reenter and repossess
the Premises.
(9) BANKRUPTCY AND INSOLVENCY. Tenant agrees that if the estate created hereby
shall be taken in execution, or by other process of law, or if Tenant shall
be declared bankrupt or insolvent, according to law, or any receiver be
appointed for the business and property of Tenant, or if any assignment
shall be made of Tenant's property for the benefit of creditors, then and
in such event this Lease may be canceled at the option of Landlord.
(10) RIGHT TO MORTGAGE. Tenant shall at any time upon not less than seven (7)
days prior written notice from Landlord, execute, acknowledge and deliver
to landlord a statement in writing (i) certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the
nature of such modification, and certifying that this Lease, as so
modified, is in full force and effect) and the date to which the Rent and
other charges are paid in advance, if any; (ii) acknowledging that there
are not, to Tenant's knowledge, any uncured defaults on the part of
Landlord hereunder, or specifying such defaults if any are claimed; and
(iii) any additional information, statements or certifications that may be
reasonably required by any actual or prospective purchaser or mortgagee of
the Building.
This Lease, at Landlord's option, shall be subordinate to any mortgage, now
or hereafter placed upon the Property of which the Premises are a part and
to any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof.
Notwithstanding such subordination, Tenant's right to quiet possession of
the Premises shall not be disturbed if Tenant is not in default and so long
as Tenant shall pay the Rent and observe and perform all of the provisions
of this Lease, unless this Lease is otherwise terminated pursuant to its
terms. If any mortgagee shall elect to have this Lease prior to the lien of
its mortgage, and shall give written notice thereof to Tenant, this Lease
shall be deemed prior to such mortgage, whether this Lease is dated prior
or subsequent to the date of said mortgage.
(11) USE AND OCCUPANCY. It is understood and agreed between the parties hereto
that the Premises during the continuance of this Lease shall be used and
occupied for any lawful use and for no other purpose or purposes. Tenant
will not use the Premises for any purpose in violation of any law,
municipal ordinance, or regulation, and that on any breach of this
agreement Landlord may, at its option, terminate this Lease forthwith and
reenter and repossess the Premises.
(12) FIRE. It is understood and agreed that if the Premises hereby leased be
damaged or destroyed in whole or in part by fire or other casualty during
the Term, Landlord will, upon collection, use its insurance proceeds for
the repair and restoration of the Premises to good and tenantable condition
with reasonable dispatch, and that the Rent herein provided for shall xxxxx
entirely in case the entire premises are untenantable and pro rata for the
portion rendered untenantable, in case a part only is untenantable, until
the same shall be restored to a tenantable condition; provided, however,
that if Tenant shall fail to adjust its own insurance or to remove its
damaged goods, wares, equipment or property within a reasonable time, and
as a result thereof the repairing and restoration is delayed, there shall
be no abatement of Rent during the period of such delay, and provided
further there shall be no abatement of Rent if such fire or other cause
damaging or destroying the Premises shall result from the negligence or
willful act of Tenant, its agents or employees, and provided further that
if Tenant shall use any part of the Premises for storage during the period
of repair a reasonable charge shall be made therefor against Tenant, and
provided further that in case the Premises, or the Building shall be
destroyed to the extent of more than one-half (1/2) of the value thereof,
Landlord
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may, at its option, terminate this Lease forthwith by a written notice to
Tenant. Landlord's duty to restore shall at all times be conditioned upon
collection of insurance proceeds.
(13) GLASS. Tenant agrees to keep any glass, including glass windows which are
part of the Premises insured with a responsible insurance company in the
name of Landlord and to deliver the policy or policies to Landlord and upon
its failure to do so, Landlord may place such insurance and charge the same
to Tenant as additional Rent as provided in Paragraph 6; but the failure on
the part of Landlord to place such insurance does not release Tenant for
any liability.
(14) INSURANCE/INDEMNIFICATION. Tenant, at its sole cost and expense, will
procure and keep in effect during the Term personal liability and property
damage insurance on an occurrence basis (and not on a "claims made" basis)
for the benefit of Landlord in the sum of One Million and no/100
($1,000,000.00) Dollars for damages resulting to one person and One Million
and no/100 ($1,000,000.00) Dollars for damages resulting from one casualty,
and Two Million and no/100 ($2,000,000.00) Dollars property damage
insurance resulting from any one occurrence. The policies shall be written
by insurance companies or carriers licensed to do business in the State of
Michigan which are reasonably acceptable to Landlord. Tenant shall deliver
said policies to Landlord and upon Tenant's failure to do so Landlord may
at its option obtain such insurance and charge the same to Tenant as
additional Rent as provided in Paragraph 6; but the failure on the part of
Landlord to place such insurance does not release Tenant for any liability.
Tenant agrees, at its sole cost and expense, during the entire Term, to
procure, pay, and keep in full force and effect business interruption
insurance and all risk property insurance, insuring against loss of income
and Tenant's personal property (and the property of its customers, if
applicable) located on or in the Premises. Tenant hereby releases and
discharges Landlord and its members, officers, shareholders, partners,
agents, employees, and representatives from any liability whatsoever
arising from the interruption of Tenant's business or loss, damage, or
injury to Tenant's property or to the property of others in or on the
Premises, Building, or Property from any cause whatsoever, including fire
or other casualty.
Tenant agrees to indemnify and hold harmless Landlord from and against any
and all claims, actions, damages, liabilities, costs and expenses in
connection with all losses, including loss of life, personal injury and/or
property damage from any cause whatsoever arising or occurring on or about
the Property, Building or Premises arising out of or attributable to
Tenant's use of the Property, Building or Premises.
Landlord and Tenant hereby release and discharge each other and any
officer, directors, shareholder, partner, member, or employee of each other
of and from any liability whatsoever arising from loss, damage, or injury
to property caused by fire or other casualty (irrespective of the cause of
such fire or casualty and irrespective of whether or not insurance coverage
is in effect) upon the expressed proviso that if at any time their
respective insurers shall refuse to permit waivers of subrogation, Landlord
or Tenant may in each instance revoke this waiver of subrogation effective
thirty (30) days from the date of notice to the other, unless within such
thirty (30) days period, the other is able to secure and furnish without
additional expense insurance in other companies with such waiver of
subrogation, or if such waiver can be obtained at additional expense, if
the other agrees to pay such additional expense. The foregoing release
shall not be deemed to impair Landlord's rights under Paragraph 39 below.
(15) REPAIRS/ALTERATIONS. Landlord, after receiving written notice from Tenant
or independently discovering a condition on its own, and having reasonable
opportunity thereafter to obtain the necessary workmen therefor, agrees to
provide for the repair of the roof and the four outer walls of the Building
but not the doors, door frames, the window glass, window casings, window
frames, windows or any of the appliances or appurtenances of said doors or
window casings, window frames
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and windows, or any attachment thereto or attachments to Premises used in
connection therewith. Landlord's expenses hereunder shall be part of
Landlord's maintenance expenses under Paragraph 4(b) hereof.
Except as provided in the paragraph above, Tenant covenants and agrees that
Tenant will, at Tenant's own expense, during the continuation of this
Lease, properly maintain and keep Premises and every part and component
thereof including the doors, windows, fixtures, gutters, downspouts, HVAC
system (heating and cooling), plumbing (including pipes), electric, other
utility systems and all other appliances, appurtenances and equipment
belonging or used in connection therewith in good repair and at the
expiration of the Term yield and deliver up the same in like condition as
when taken. All repairs and replacements shall be made in a quality manner
and in a class at least equal to the original work. As part of Tenant's
obligations hereunder, Tenant agrees to obtain a maintenance contract on
the HVAC system with a qualified, reputable, competent firm which provides
for maintenance and servicing of the HVAC system at least quarterly, such
maintenance to include changing of filters and/or fuses and servicing of
components of said system which are normally and customarily serviced. In
the event that Tenant, after receiving notice from Landlord that a repair
to the Premises is necessary to keep the same in good repair and condition,
and fails to do so within a reasonable time, Landlord may at its option
enter the Premises and make said repair and charge the same to Tenant as
Additional Rent as provided in paragraph 6; but the failure on the part of
Landlord to make said repair shall not release Tenant from any liability.
Tenant shall not make any alterations, additions, or improvements to said
Premises without the Landlord's written consent, and all alterations,
additions, or improvements made by either of the parties thereto upon the
Premises, except movable office furniture and trade fixtures put in at the
expense of the Tenant, shall be the property of Landlord and shall remain
upon and be surrendered with the premises at the termination of this Lease,
without molestation or injury. Provided, however, Landlord may, at any
time, designate by written notice to Tenant those alterations, additions,
or improvements to the Premises which, upon termination of the Lease,
Tenant must remove. Tenant shall promptly remove, when requested, the
alteration, additions, and improvements and repair any damage to the
Premises caused by such removal or caused by the removal of Tenant's
movable office furniture and trade fixtures.
Tenant will, during the Term of this Lease, replace all light bulbs and
fixtures located in the Building and keep the same in good working
condition throughout the Term of this Lease.
Upon vacating, Tenant will broom clean the shop area and clean the
carpeting located in the Building.
(16) EMINENT DOMAIN. If the whole or any substantial part of the Premises are
taken under the power of eminent domain, then the Term shall cease on the
part so taken and the Rent shall be paid up to the date of such taking, and
from that day the Tenant shall have the right to either cancel this Lease
and declare the same null and void or to continue in possession of the
remainder of Premises under the terms of this Lease, except that the Rent
shall be reduced in proportion to the amount of the Premises taken. All
damages awarded for such taking shall belong to and be the property of
Landlord, whether such damages shall be awarded as compensation for
diminution in value to the leasehold or to the fee of the Premises
provided, however, that Landlord shall not be entitled to any portion of
the award made to Tenant for loss of business.
(17) RESERVATIONS. Landlord shall have free access at all times to the roof of
the Premises. Tenant shall not erect any structures for storage or any
aerial, or use the roof for any purpose without the written consent of
Landlord. If the Premises consist of only part of a Building owned or
controlled by Landlord, Landlord may enter the Premises at any reasonable
time and install or repair pipes, wires,
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and other Building systems and components or make any repairs deemed by
Landlord essential for the use and occupancy of the other parts or portions
of the Building. Tenant agrees that Landlord may enter the Premises at
reasonable times and install or repair pipes, wires, and other appliances
or make any repairs deemed by Landlord essential to the use and occupancy
of the other parts of the Building.
(18) CARE OF PREMISES. Tenant shall not perform any acts or carry on any
practices which may injure the Property or Building or be a nuisance or
menace to the tenants in adjoining buildings and shall keep the Building
and Property (including adjoining drives, streets, sidewalks, alleys, or
yard) clean and free from rubbish and dirt at all times. In addition,
Tenant shall use reasonable care to keep the Premises free from snow and
ice at such times as they accumulate prior to Landlord's normal and
customary snow and ice removal service. In the event Tenant shall not
comply with these provisions, Landlord may enter upon the Premises and have
rubbish and dirt removed and the Building cleaned, in which event Tenant
agrees to pay all charges that Landlord shall pay including the cost of
administration as provided in Paragraph 6.
(19) LEGAL COMPLIANCES. Tenant shall at its own expense under penalty of
forfeiture and damages promptly comply with all lawful laws, orders,
regulations or ordinances of all municipal, County and State authorities
affecting the Premises and the cleanliness, safety, occupation and use of
same.
(20) CONDITION OF PREMISES/IMPROVEMENTS AT TIME OF LEASE. Tenant acknowledges
that Tenant has examined the Premises prior to the execution of this Lease
and knows the condition thereof, and that no representations as to the
condition or state of repairs thereof have been made by Landlord or its
agents which are not herein expressed. Tenant hereby accepts the Premises
in their present condition.
Landlord shall complete any improvements subject to architectural and
engineering plans attached hereto required to be made by Landlord pursuant
to the terms of this Lease with reasonable diligence unless prevented
therefrom by labor disputes, fire, usual delay in transportation,
unavoidable casualty or other cause beyond Landlord's control. When
Landlord has completed any improvements Landlord is required to make and
the Premises are delivered to Tenant, if Tenant shall take occupancy of the
Premises, then Tenant shall be deemed to have accepted the improvements in
the condition delivered by Landlord without further representations or
warranties from Landlord.
(21) TENANT'S LOSSES. Landlord shall not be responsible or liable to Tenant for
any loss or damage to Tenant's property or business from any cause
whatsoever including, but not limited to, loss or damage that may be
occasioned by or through the acts or omissions of persons occupying
adjoining premises or any other portion of the Building, or for any loss or
damage resulting to Tenant or its property from interruption of electric
service or bursting, stoppage or leaking of water, gas, sewer or steam
pipes, or any other cause whatsoever.
(22) RE-RENTING. Tenant hereby agrees that for a period commencing ninety (90)
days prior to the termination of this Lease, Landlord may show the Premises
to prospective tenants, and display in and about the Premises "TO RENT"
signs.
(23) HOLDING OVER. If Tenant remains in possession of the Premises after the
termination of this Lease and without execution of a new Lease or other
written agreement signed by Landlord, Tenant shall be deemed to be
occupying the Premises as a tenant from month-to-month and shall be subject
to the provisions of this Lease in effect on the day before the expiration
of this Lease, except those terms relating to the Term and except that the
monthly Rent shall be increased by One Hundred Fifty (150%) percent of the
monthly Rent payable during the last month prior to the
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termination of this Lease, without prejudice to any claim or damages which
Landlord may have against Tenant for the failure of Tenant to vacate the
Premises upon the termination of this Lease.
If Tenant holds over, Tenant shall be required to give Landlord written
notice of its intention to vacate the Premises no less than two (2) months
prior to the first day of the month in which Tenant intends to vacate and
Tenant shall vacate by the end of that month and shall be liable to
Landlord for the Rent payment (as well as the additional payments/rent
required to be made pursuant to paragraph 4 of this Lease for said month.
(24) GAS, WATER, HEAT, ELECTRICITY. Tenant will pay all charges made against the
Premises for gas, water, heat, and electricity during the continuance of
this Lease, as the same shall become due.
(25) SIGNS. No sign or awning shall be installed or displayed by Tenant on or
about the Premises except as shall be approved in writing by Landlord and
in accordance with all City building codes, including the obtaining to the
extent necessary and required City approval, permits or licenses.
(26) ACCESS TO PREMISES. Landlord shall have the right to enter upon the
Premises at all reasonable hours for the purpose of inspecting the same. If
Landlord deems any repairs necessary Landlord may demand that Tenant make
the same and if Tenant refuses or neglects forthwith to commence such
repairs and complete the same with reasonable dispatch Landlord may make or
cause to be made such repairs. Landlord shall not be responsible to Tenant
for any loss or damage that may occur to Tenant's property or business by
reason of the repairs made or ordered to be made by Landlord. If Landlord
makes or causes to be made repairs or replacements, Tenant agrees that it
will forthwith on demand pay to Landlord the cost thereof including
administration with interest as provided in Paragraph 6 hereof.
(27) DEFAULT/REENTRY. In case any Rent shall be due and unpaid or if default be
made in any of the covenants herein contained, or if the Premises shall be
deserted or vacated, then it shall be lawful for Landlord, its agents,
representatives and assigns to reenter into and repossess the Premises,
provided that Landlord shall have first given Tenant the notice which
Landlord is required to give pursuant to subparagraphs (a) or (b) below,
whichever shall be applicable. In addition to any other remedies that
Landlord may have under this Lease or pursuant to law, in the event of
default:
(A) In the event Tenant shall fail to pay the Rent or make any of the
other payments required by Tenant to be made pursuant to paragraph 4
hereof when due, Landlord may give Tenant written notice of such
default and if Tenant shall fail to cure such default within seven (7)
days, Landlord shall, in addition to its other remedies provided by
law, have the remedies set forth in subparagraph 27(c) hereof.
(B) If Tenant shall be in default in performing any of the terms of this
Lease (other than those specified in Paragraph 27(a) above), Landlord
may at its option (i) give Tenant written notice of such default, and
if Tenant shall fail to cure such default within thirty (30) days,
then Landlord shall, in addition to all other remedies provided by
law, have the remedies set forth in subparagraph 27(c) hereof, or (ii)
Landlord may cure such default for the account of Tenant and any sum
so expended by Landlord shall be paid by Tenant with interest as
provided in Paragraph 6.
(C) If any Rent shall be due and unpaid or Tenant shall be in default upon
any of the other terms of this Lease, and such default has not been
cured within the time provided in Paragraph 27(a) or Paragraph 27(b)
above, whichever shall apply, or if the Premises are wrongfully
abandoned or vacated, then Landlord, in addition to its other remedies
provided by law, shall have the immediate right of re-entry. Should
Landlord elect to re-enter or take possession pursuant to legal
proceedings or any notice provided by law, Landlord may either
terminate
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this Lease or from time to time, without terminating this Lease, relet
the Premises or any part thereof on such terms and conditions as
Landlord shall in its sole discretion deem advisable. The proceeds of
such reletting shall be applied: first, to the payment of any
indebtedness of Tenant to Landlord other than Rent due hereunder;
second, to the payment of any costs of such reletting, including the
cost of alterations and repairs to the Premises, brokerage fees, etc.;
third, to the payment of Rent due and unpaid hereunder, and the
residue, if any, shall be held by Landlord and applied in payment of
future Rent as the same may become due and payable hereunder. Should
the proceeds of such reletting during any month be less than the
monthly Rent reserved hereunder, then Tenant shall during each such
month promptly pay any such deficiency to Landlord. Landlord reserves
the right to bring any action or legal proceeding for the recovery of
any deficiency remaining unpaid from time to time, without being
obligated to wait until the end of the Term hereof.
(28) EXPENSES, DAMAGES, RE-ENTRY. In the event that Landlord shall, during the
Term, obtain possession of the Premises by re-entry, summary proceedings,
or otherwise, Tenant hereby agrees to pay Landlord the expense incurred in
obtaining possession of the Premises and also all expenses and commissions
which maybe paid in and about the letting of the same, and all other
damages.
(29) REMEDIES NOT EXCLUSIVE. It is agreed that each and every of the rights and
benefits provided by this Lease shall be cumulative, and shall not be
exclusive of any other of said rights, remedies and benefits, or of any
other rights, remedies and benefits allowed by law or in equity.
(30) QUIET ENJOYMENT. Landlord covenants that Tenant, on payment of all the
aforesaid installments and performing all the covenants aforesaid, shall
and may peacefully and quietly have, hold and enjoy the Premises for the
Term aforesaid.
(31) WAIVER. One or more waivers of any covenant or condition by Landlord shall
not be construed as a waiver of a further breach of the same covenant or
condition.
(32) DELAY OF POSSESSION. It is understood that if Tenant shall be unable to
enter into and occupy the Premises at the time above provided, by reason of
the Premises not being ready for occupancy, or by reason of the holding
over of any previous occupancy of the Premises, or as a result of any cause
or reason, Landlord shall not be liable in damages to Tenant therefor, but
during the period Tenant shall be unable to occupy said premises as
hereinbefore provided, the Rent therefor shall be abated and Landlord is to
be the sole judge as to when the Premises are ready for occupancy.
(33) NOTICES. Any notice or other communication required or permitted to be
given under this Lease must be given in writing and sent by certified mail,
return receipt requested. Notices shall be deemed given when deposited in
the U.S. mail with proper postage affixed and addressed to Tenant to its
last known address or to the Premises and if to Landlord, to its last known
address. Notice need be sent to only one Tenant where Tenant is more than
one individual.
(34) GENDER. The gender of any word contained in this Lease shall not affect the
meaning of this Lease, and whenever herein the singular number is used, the
same shall include the plural, and any gender shall be deemed to include
the masculine, feminine, or neuter genders.
(35) BINDING. The covenants, conditions and agreements made and entered into by
the parties hereto are declared binding on their respective heirs,
successors, representatives and assigns.
(36) LATE FEES. If any installment of Rent is unpaid for ten (10) days after
Tenant receives written notice that the Rent is due, Tenant shall pay, in
addition to all other charges, a charge of ten (10%) percent of the amount
of such overdue installment to compensate Landlord for the cost and expense
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of said delay. Tenant agrees to pay a Fifty ($50.00) Dollar fee for any
check returned for non-sufficient funds.
(37) WINDOW TREATMENTS. Tenant shall not install any shades, blinds or other
window treatments in the Premises without the written consent of Landlord.
(38) RULES AND REGULATIONS. Tenant agrees to keep and use the Premises in a
manner which shall be in compliance with all applicable laws, rules,
regulations, orders and ordinances which relate to the Premises or which
are imposed by reason of law and/or Tenant's use of the Premises, and
further agrees not to suffer or permit the Premises to be used for any
unlawful purpose, and to protect, defend and hold Landlord harmless from
and against any and all liabilities, costs, expenses or damages that may
result from or be due to or arise out of any infractions of or
non-compliance with any of said laws, rules, regulations, orders or
ordinances.
(39) ENVIRONMENTAL LAWS. Tenant, its agents, employees, invitees, contractors,
sublessees or assignees, shall not do, or cause to be done, any work or
activity upon or at the Premises which may cause the Premises, or any parts
thereof, to be in violation of any federal, state or local environmental
health or safety law, statute, ordinance, rule, regulation, order or
decree, relating to the environment, or imposing liability or standards
concerning or in connection with hazardous, dangerous or toxic materials,
waste or substances, including any common law theories based on nuisance,
negligence or strict liability (collectively the "Environmental Laws").
Tenant shall not cause or permit the Premises to be used to generate,
manufacture, refine, transport, treat, store, handle, dispose, transfer,
produce or process Hazardous Substances (as hereinafter defined) or any
other dangerous or toxic substances, or waste materials, except in
compliance with all applicable Environmental Laws and shall not cause or
permit the release of any Hazardous Substances upon the Premises or off
site of the Premises. "Hazardous Substances" shall mean and include,
without limitation, any flammable substances, explosives, radioactive
materials, solid and liquid wastes, contaminants, pollutants or toxic
matter or any substance regulated by any or defined as a hazardous
substance or hazardous material by any law, statute, ordinance, rule,
regulation, or order of any federal, state or local government body or
entity or other governmental body or agency or organization.
Tenant shall defend and indemnify Landlord from and against any losses,
claims, damages, penalties, liabilities, costs (including clean-up costs)
and expenses (including reasonable attorney's fees) resulting from Tenant,
its agents, employees, invitees, contractors, sublessees or assignees
breach or violation of this paragraph of this Lease or any Environmental
Laws. The obligations and liabilities contained in this paragraph shall
survive and continue in full force and effect and shall not be terminated,
discharged or released irrespective of the termination or expiration of
this Lease.
(40) ATTORNEY REVIEW. This Lease has been prepared for submission to your
attorney for approval. No representation or recommendation is made as to
the legal sufficiency, legal effect or tax consequences of this Lease or
the transaction relating thereto; the parties shall rely solely upon the
advice of their own legal counsel as to the legal and tax consequences of
this Lease.
(41) LANDLORD'S IMPROVEMENTS. Landlord shall make the following improvements to
the Premises at Landlord's expense in accordance with the architectural and
engineering plans attached hereto as Exhibit B (which are incorporated
herein and made a part of this Lease), using Landlord's Standard finishes.
(All dimensions are plus or minus and are to be adjusted in the field.):
(a) Parking - Parking areas will be completed with painted striping to
city code. (See Site Plan Exhibit "A").
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(b) Finishes:
o All perimeter walls of the office area will be furred out with
metal furring strips and 1/2" thickness drywall, nine (9) feet to
height. Floors shall be standard concrete construction per
Exhibit B.
o Ceiling tiles 2' x 4' with metal grid. 2' x 2' ceiling tiles as
shown on Exhibit "B".
o Standard ceilings of 2'0" x 4'0" fissured white acoustical panels
will be used in the office area.
(c) Resilient Flooring & Carpet:
o Floors in the toilet areas will be finished with standard grade
vinyl composition tile.
o All areas which are to be finished with Resilient Tile and Carpet
will be trimmed out and completed with a standard 4" high curved
or straight vinyl base.
o Floors in the General Office area of approximately 7,224 square
feet will be finished with a commercial grade carpet (Allowance
of $10 per sq. yd.) Includes cove base and V.C.T. tile, labor and
material installation. Color to be chosen by Tenant.
(d) Painting - Interior drywall surfaces are to be finished with one (1)
application of primer and one (1) finish coat of white paint.
(e) Miscellaneous Specialties:
o Grab bars are to be provided in each handicap accessible toilet
compartment.
o Mirrors are to be provided at each vanity.
o Toilet paper dispensers are to be provided within each toilet
compartment.
o Sink and cabinets to be installed in the lunchroom. Counter
countertop with upper and lower cabinets and a disposal.
(f) Heating, Ventilating & Air Conditioning:
o The Office area heating and cooling shall be a ducted system
designed as follows:
Heat to 72 degrees Fahrenheit (F) inside when 0 degrees F
outside. Cool to 75 degrees dry bulb inside at 90 degrees F
outside. Standard thermostats.
o The HVAC equipment and materials will be selected from the
following:
o Ceiling diffusers shall be adjustable pattern and lay-in with
volume control dampers.
o The packaged roof-top conditioning units with accessories shall
be Lennox or "Trane" or equal.
o The Warehouse heating system shall be per Mechanical Contractor
layout and spec.
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(g) Electrical:
(1) Service and Distribution:
o The incoming, secondary electrical service work will include
conduit, panel, switchgear, and cable work or per Edison
code.
o One (1) 1000-amp, three phase Edison service, per Edison
code.
o Location on masonry wall/west wall.
(2) Lighting - In the General Office (private offices, open office
area) area we are providing 2'0" x 4'0" recessed, commercial
fluorescent fixtures, lay-in type lens fixtures.
(3) Shop Lights - Plugs for 47-fixtures tenant will supply.
(4) Exit Lights - Emergency and exit lights per code. In the event
Tenant's racks require additional emergency lights/or exits
Tenant will supply per fire marshal's requirements.
(5) General Notes - This proposal does not include provision for an
alarm system, a smoke detection system, a clock system, an
intrusion alarm system, a sound system, a paging system, or other
miscellaneous electrical signal systems, fax, dedicated lines.
(6) The interior of the Building will have a fire suppression system.
(7) All electrical to code.
(42) SECURITY DEPOSIT. Landlord herewith acknowledges the receipt of Sixty Three
Thousand Five Hundred Seventy Two and 50/100 ($63,572.50) Dollars (the
"Security Deposit"), which it is to retain as security for the faithful
performance of all of the covenants, conditions and agreements of this
Lease, but in no event shall Landlord be obliged to apply the same upon
Rents or other charges in arrears or upon damages for Tenant's failure to
perform the said covenants, conditions and agreements; Landlord may so
apply the Security Deposit at its option; and Landlord's right to
possession of the Premises for non-payment of Rent or for any other reason
shall not in any event be affected by reason of the fact that Landlord
holds this security. The Security Deposit if not applied toward the payment
of Rent in arrears or toward the payment of damages suffered by Landlord by
reason of Tenant's breach of the covenants, conditions and agreements of
this Lease is to be returned to Tenant when this Lease is terminated,
according to these terms, and in no event is the Security Deposit to be
returned until Tenant has vacated the Premises and delivered possession to
Landlord.
In the event that Landlord repossesses itself of the said Premises because
of Tenant's default or because of Tenant's failure to carry out the
covenants, conditions and agreements of this Lease, Landlord may apply the
Security Deposit upon all damages suffered to the date of said repossession
and may retain the Security Deposit to apply upon such damages as may be
suffered or shall accrue thereafter by reason of Tenant's default or
breach. Landlord shall not be obliged to keep the Security Deposit as a
separate fund, but may mix the Security Deposit with its own funds.
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In addition to the Security Deposit set forth above, Tenant herewith
deposits with Landlord as additional security the sum of One Hundred
Thousand ($100,000.00) Dollars (the "Additional Security Deposit"). The
Additional Security Deposit shall be held, used and applied by Landlord
upon the same terms and conditions and for the same purposes as is the
Security Deposit. Tenant shall be permitted to request the return of the
Additional Security Deposit any time after six (6) months after the
Commencement Date, and provided that Tenant shall not have been in default
under the terms of the Lease, Landlord shall, upon such request, return the
Additional Security Deposit to Tenant within ten (10) days of receipt of
such request.
(43) RECORDING. Tenant shall not record this Lease or a Memorandum of this Lease
without the written consent of Landlord. In the event that Tenant records
this Lease or a Memorandum without the written consent of Landlord, Tenant
grants Landlord a limited power of attorney in Tenant's name to discharge
the instrument which was recorded without Landlord's consent.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
and year first above written.
WITNESSES: LANDLORD:
INTERNATIONAL-WIXOM, LLC
By:
---------------------- ---------------------------------------------------
Xxxxxx X. Xxxxxx
Its: Member
TENANT:
ROCKWELL MEDICAL TECHNOLOGIES, INC.
By:
---------------------- ---------------------------------------------------
Its:
---------------------- -------------------------------------------------
Print Name and Title
Attachments: Exhibit A - Site Plan
Exhibit B - Floor Plan
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In addition to the Security Deposit set forth above, Tenant herewith
deposits with Landlord as additional security the sum of One Hundred
Thousand ($100,000.00) Dollars (the "Additional Security Deposit"). The
Additional Security Deposit shall be held, used and applied by Landlord
upon the same terms and conditions and for the same purposes as is the
Security Deposit. Tenant shall be permitted to request the return of the
Additional Security Deposit any time after six (6) months after the
Commencement Date, and provided that Tenant shall not have been in default
under the terms of the Lease, Landlord shall, upon such request, return the
Additional Security Deposit to Tenant within ten (10) days of receipt of
such request.
(43) RECORDING. Tenant shall not record this Lease or a Memorandum of this Lease
without the written consent of Landlord. In the event that Tenant records
this Lease or a Memorandum without the written consent of Landlord, Tenant
grants Landlord a limited power of attorney in Tenant's name to discharge
the instrument which was recorded without Landlord's consent.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
and year first above written.
WITNESSES: LANDLORD:
INTERNATIONAL-WIXOM, LLC
By: /s/ Xxxxxx X. Xxxxxx
---------------------- ---------------------------------------------------
Xxxxxx X. Xxxxxx
Its: Member
TENANT:
ROCKWELL MEDICAL TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------- ---------------------------------------------------
Its: Xxxxxx X. Xxxxxxx Chairman & CEO
---------------------- -------------------------------------------------
Print Name and Title
Attachments: Exhibit A - Site Plan
Exhibit B - Floor Plan
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