STATE OF ALABAMA
MADISON COUNTY
LEASE
THIS LEASE made, entered into and executed, in duplicate on this the 25th day
of January, 1996 by and between HIGH TECH PROPERTIES hereinafter referred to as
LANDLORD, which expression shall include the successors and assigns of the
LANDLORD, and XXXXXXX RESEARCH CORPORATION hereinafter referred to as TENANT
which expression shall include the successors, heirs, executors, administrators
and assigns of the TENANT.
WITNESSETH, that
LANDLORD is the owner of, or otherwise has a good and lawful right to lease,
let and demise the following described premises, situated in Huntsville,
Madison County, Alabama, (hereinafter referred to as the demised premises), to-
wit:
KNOWN AS THAT CERTAIN BUILDING LOCATED AT 0000 XXXX XXXX,
XXXXXXXXXX, XX 00000 AND CONSISTING OF APPROXIMATELY
17,850 SQUARE FEET.
LANDLORD has agreed and, subject to the covenants, terms and conditions
hereinafter set forth, does hereby lease, let and demise the premises above
described unto TENANT, and TENANT does hereby rent said premises from LANDLORD
upon said covenants, terms and conditions.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter made, the LANDLORD hereby leases to TENANT, and TENANT
hires from LANDLORD, the demised premises above described for us as:
1. TERM AND RENT. This lease is for a term of 5 years, beginning on the 1st
day of January, 1996, and ending on the 31st day of December, 2000. The total
rent is to be $669,375.00 ($11,156.25 ) Dollars per month, due on the FIRST day
of each month in advance and considered delinquent after the fifth day of each
month. LANDLORD covenants to keep the TENANT in possession of the premises for
the term of this lease, subject to the terms and conditions herein, in
consideration whereof TENANT agrees to pay the rent as hereinabove specified
at the place designated by LANDLORD. (If TENANT shall take possession on the
day other than the first day of the month, the first month's rent shall be
prorated.) In the event that the TENANT holds over for more that one day
after expiration of the term of this lease without the consent of the LANDLORD,
the LANDLORD may, at its option, deem such holdover a renewal of this lease for
an addition term of one year under the same terms covenants and conditions
thereof, except rent, or the LANDLORD may take such steps as may be required
to remove TENANT from the leased property. In the event LANDLORD shall deem
holdover by TENANT a renewal of this lease, rent for the renewal terms shall be
the rent charged for the initial term increased by the same percentage as the
consumer price index has increased since the date this lease was originally
executed.
2. CONDITION AND MAINTENANCE OF PREMISES. LANDLORD represents that insofar as
it can reasonably ascertain, the demised premises at the time of the
commencement of the TENANT'S obligation to pay rent hereunder will be in first
class tenantable condition with no broken glass and heating and air conditions
plant, plumbing, wiring, and all other apparatus or fixtures in good working
condition. The LANDLORD will, at LANDLORD'S expense, property maintain the
exterior of said building, parking areas, and adjacent side walks and make at
LANDLORD'S expense, all structural and all exterior repairs, including all
repairs to roof, walls and window frames in the building necessary or required
to maintain the demised premises in such condition during the term of this
lease or any extension thereof, and will maintain and repair the heating and
air conditioning system (provided, however, that where any such repairs, those
caused by fire or other insurable casualty, are made necessary by or as a
result of the voluntary waste, negligence, or abusive conduct of the TENANT or
of any person for whose conduct the TENANT is legally responsible, the TENANT
shall forthwith reimburse the LANDLORD for the expense of any and all such
repairs). LANDLORD shall make all interior repairs necessary or required by
any act, omission, negligence or misconduct of the Landlord or of any person
for whose conduct the LANDLORD is responsible. The LANDLORD further covenants
to save the TENANT harmless and indemnified from all injury, loss or damage to
any person or property, all liability incurred, suffered or claimed by reason
of the LANDLORD'S neglect or failure to observe and perform the terms,
covenants and conditions or any of them, in this paragraph contained and on the
part of the LESSOR to be performed and observed.
3. COMPLIANCE WITH THE LAW. The TENANT in its use and occupancy of the
premises will comply with all local, state and federal laws and ordinances
applicable thereto, as well as the lawful requirements of all competent
authorities; the TENANT will not knowingly permit said premises to be used for
any unlawful, improper or offensive purpose. The TENANT agrees to comply with
all reasonable rules and regulations for said building as may hereafter be
adopted by LANDLORD and TENANT agrees to require TENANT'S employees and
invitees when on the premises to comply with said rules and regulations.
4. TENANT'S DUTY TO KEEP PREMISES IN REPAIR. Subject to the duties of the
LANDLORD as provided herein, the TENANT will keep all and singular the said
leased premises in such repair as the same are at the commencement of the said
term or may be put in by the LANDLORD during the continuance thereof, damage
due to reasonable wear and tear and damage by negligent acts or omissions of
the LANDLORD being excepted. promptly replace all glass broken by TENANT during
the said term by other of the same size and quality, damage by fire or other
casualty excepted.
5. INSURANCE (LIABILITY). During the lease term, TENANT shall, at its own
expense, maintain in full force a policy or policies of comprehensive liability
TENANT will insurance, written by one or more responsible insurance companies
licensed to do business in the State of Alabama, that will insure against
liability for injury to persons and property and for death of any person
occurring in or about the Leased Premises.
The liability under such insurance shall not be less than Three Hundred
Thousand and no/100 ($300,000.00) Dollars for any one person injured or killed,
not less than Five Hundred Thousand and no/100 ($500,000.00) Dollars for any
one accident, and not less than Twenty Five Thousand and no/100 ($25,000.00)
Dollars for property damage.
6. INSURANCE (HAZARD). LANDLORD shall keep the building (including all
improvements, alterations, additions and changes made thereto by LANDLORD)
insured against damage or destruction by fire and the perils commonly covered
under the extended coverage endorsement to the extent of ninety percent (90%)
of the full insurable value thereof; the proceeds of such policy or policies
shall be used for the repair of the Leased Premises.
7. TENANT'S EMPLOYEES AND INVITEES. TENANT is responsible for the acts and
conduct of TENANT'S employees and invitees while in or about the leased
premises insofar as such acts and conduct result in physical damage to said
premises and TENANT is liable for such damage done them to the same extent as
if done by the TENANT.
8. UTILITIES. The TENANT, at TENANT'S expense, shall pay all utility meter
deposit fees and such sewer service and such utilities (including but not
limiting same to water, electric current and gas) throughout the term hereof as
Tenant requires for operation and occupancy of Leased Premises.
9. JANITORIAL SERVICE. The TENANT, at TENANT'S expense, shall furnish to the
Leased Premises, janitorial services sufficient to maintain the building in a
clean and sanitary condition.
10. LANDLORD RIGHT OF ENTRY. LANDLORD shall have the right at all times to
enter said leased premises to inspect same and may at any time remove placards,
sign, fixtures, alterations or additions not in conformity with this lease and
may make such repairs and alterations as with this lease and may make such
repairs and alteration as may be deemed by the LANDLORD necessary to the
preservations of leased premises or the building; the LANDLORD is not required
to repair the premises leased herein except as specifically provided in the
lease.
11. PREMISES UNFIT FOR USE, EMINENT DOMAIN, FIRE. It is agree that if the
leased premises, or any part thereof or the whole or any part of the buildings
of which they are a part, shall be taken for any street or other public use
under any statute by right of eminent domain or shall be destroyed or damaged
by fire or other casualty (under circumstances where such fire or other
casualty was not caused by a negligent act of omissions of the TENANT or its
agents, servants or employees) so as to be thereby unfit for use, then, and in
such case the rent hereinabove reserved, or a just proportion thereof,
according to the nature and extent of the damage sustained by the leased
premises shall be abated until the leased premises shall have been fully
repaired or restored by the LANDLORD. In the event of such damage or
destruction or taking TENANT may, however, elect to terminate this lease in its
entirety if LANDLORD is unable or unwilling to repair or to restore the demised
premises to tenantable condition for the use of the TENANT within thirty (30)
days of the date of such taking, damage or destruction. In the event of any
such taking for public use as hereinabove referred to, or damage or destruction
of the premises for which restitution is to be make, whether all or any part of
the demised premises be taken, damaged or destroyed, nothing herein shall
preclude the TENANT from intervening in any condemnation proceedings involving
the demised premises and from taking appropriate legal steps to prove its
damage which might result from the taking, damage or destruction.
12. TAXES AND LICENSES.
(a) TENANT to Pay Personal Property Taxes. TENANT agrees to pay all taxes
levied upon personal property not owned by LANDLORD and kept or stored on the
Leases Premises by TENANT.
(b) LANDLORD to Pay Real Property Taxes and Assessments. LANDLORD shall pay
all taxes and assessments lived against the land, building and improvements
other than for the personal property of TENANT.
13. ASSIGNMENT. TENANT will not assign this lease, or sublease the premises,
or any portion thereof, or permit any transfer thereof by operation of law,
without the written consent of the LANDLORD first obtained, which consent
shall not be unreasonable withheld.
14. ALTERATIONS OF LEASED PREMISES; FIXTURES; SIGNS.
(a) Alterations. TENANT shall not make any structural changes or alterations
in or to any part of the building, or to the Leased Premises, except upon the
prior written consent of the LANDLORD, which consent shall not be unreasonable
withheld. Notwithstanding the foregoing, the parties agree that TENANT may,
from time to time without the approval of LANDLORD, make at TENANT'S expense,
alterations to the interior of the Leased Premises provided the same do not
materially diminish the value of the Leased Premises.
(b) Fixtures. TENANT may install and affix to the Leased Premises such
fixtures and equipment as TENANT deems desirable and all such fixtures and
equipment shall remain the property of TENANT and may be removed at any time
provided that TENANT, at its expense, shall repair any damage caused by reason
of such removal.
(c) Signs and Advertisements. TENANT shall not attach any sign to the
exterior of the leased premises unless the design nature and content thereof
have been approved by LANDLORD. The TENANT shall at its expense maintain and
repair any such sign and may upon the expiration of the term of the Lease or
any renewal thereof, remove said signs.
15. CARE OF LEASED PREMISES. TENANT shall not permit allow or cause any act
or deed to be performed or any practice to be adopted or followed in or about
said Leased Premises which shall cause, or be likely to cause, injury or damage
to any person, or to said Leased Premises, or to the building, or to the
sidewalks and pavements adjoining the Leased Premises. TENANT, at all times,
shall keep said Leased Premises in a neat and orderly condition. TENANT agrees
to permit no waste of the property but to take good care of the same.
16. DAMAGE OR LOSS OF PROPERTY. LANDLORD shall not be liable for any loss of
any property of the TENANT from said Leased Premises, or for any damage to any
property of the TENANT, however, occurring, except only such damage in the
latter instance as may result directly from the failure of LANDLORD to perform
any act required of him under the terms and conditions of this Lease.
17. QUIET ENJOYMENT. The LANDLORD covenants that the TENANT upon paying rent,
herein specified and observing the covenants hereof, shall peaceable and
quietly have, hold and enjoy the demised premises during the term hereof and
any extensions thereto, and at all time when the TENANT may hereafter be a
TENANT at will of said premises.
18. SURRENDER OF PREMISES. The TENANT shall, at the expiration of said term,
or any extension thereof, peaceable yield up to the LANDLORD the demised
premises and all additions made upon the same by the LANDLORD, in as good
repair in all respects as the same now are or may be hereafter put in the
LANDLORD, damage by fire, or other casualty caused by negligent acts or
omissions of the LANDLORD and reasonable wear and tear excepted.
19. PERSONAL INJURY. As a part of the consideration hereof the TENANT hereby
covenants and agrees to hold the LANDLORD, its agents and employees free and
harmless and indemnified from any and all liability for claims or suits for
damages, for personal injury or death, sustained by TENANT, or sustained by any
other person, while on the leased premises during the terms of this lease as
the result of the negligence of the TENANT, or of its servants, agents or
employees, acting within the line and scope of their authority. LANDLORD
hereby covenants and agrees to hold the TENANT, its agents and employees free
and harmless and indemnified from any and all liability for claims or suits for
damages for personal injury or death, sustained by TENANT or sustained by any
employee, invitee or guest of TENANT while on the premises of the LANDLORD,
during the term of this lease, as the result of the negligence of the LANDLORD
or its servants, agents or employees, acting within the line and scope of their
authority. Said indemnity by each party shall include all reasonable
attorney's fees and other expenses and Court costs connected therewith.
20. DEFAULT BY TENANT. Landlord shall have the right to terminate this lease
upon the following listed defaults by TENANT and shall be entitled to elect to
collect periodic damages or total damages as follows:
a. The occurrence of any of the following shall constitute an event of
default:
(1) Delinquency in the due and punctual payment of any rent or additional rent
payable under this period of five days after written notice.
(2) Delinquency by the Tenant in the performance of or compliance with any of
the conditions contained in this lease other than those referred to in the
foregoing subparagraph (1), for a period of thirty (30) days after written
notice thereof from the LANDLORD to the TENANT, except for any such 30 day
period, in which event the time permitted to the TENANT to cure such default,
provided the TENANT commences promptly and proceeds diligently to cure such
default, and provide further that such period of time shall not be so extended
as to jeopardize the interest of the LANDLORD or the TENANT to any civil or
criminal liabilities.
(3) Filing by the TENANT in any court pursuant to any statue, either of the
United States or any state, or a petition in bankruptcy or insolvency, or for
reorganization, or for the appointment of a receiver or trustee of all or a
portion of the TENANT'S property or an assignment by the TENANT for the benefit
of creditors.
(4) Filing against the TENANT in any court pursuant to any statue, either of
the United States or of any state, of a petition in bankruptcy or insolvency,
or for reorganization or for appointment of a receiver or trustee of all or a
portion of the TENANT'S property, if within ninety (90) days after the
commencement of any such proceeding against the TENANT such petition shall not
have been dismissed.
b. Upon the occurrence of an event of default, the LANDLORD at any time
thereafter may give written notice to the TENANT specifying such event of
default and stating that this lease shall expire on the date specified in such
notice, and upon the date specified in such notice this lease and all rights of
the TENANT hereunder shall terminate.
c. Upon the expiration of this lease pursuant to paragraph (b) of this
article, the TENANT shall peacefully surrender the demised property to the
LANDLORD, and the LANDLORD, upon or at any time after any such expiration, may
without further notice reenter the leased property and repossess it by force,
summary proceedings ejectment, or otherwise, and may dispossess the TENANT and
remove the TENANT and all other persons and property from the leased property
and may have, hold, and enjoy the leased property including the right to
receive all rental income therefrom.
d. At any time after any such expiration, the LANDLORD may relet the demised
premises or any part thereof, in the name of the LANDLORD or otherwise, for
such term (which may be greater of less of the term of this lease) and on such
conditions (which may include concessions or free rent) as the LANDLORD, in its
uncontrolled discretion, may determine, and may collect and receive the rent
therefor. The landlord shall in no way be responsible or liable for any
failure to relet the leased property or any part thereof, or any failure to
collect any rent due upon any such reletting.
e. No such expiration of this lease shall relive the TENANT of its liability
and obligations under this lease, and such liability and obligations, shall
survive any such expiration. In the event of any such expiration, whether or
not the demised premises or any part the rent and additional rent required to
be paid by the TENANT up to the time of such expiration, and thereafter the
TENANT, until the such expiration, shall be liable to the LANDLORD for, and
shall pay to the LANDLORD as and for liquidated and agreed current damages for
the TENANT'S default:
(1) The equivalent of the amount of the rent and additional rent which would
be payable under this lease by the TENANT if this lease were still in effect,
less
(2) The net proceeds of any reletting effected pursuant to the provisions of
paragraph (d) of this article, after deducting all the LANDLORD'S expenses in
connection with such reletting, including without limitation, all repossession
cost, brokerage commissions, legal expenses, reasonable attorneys' fees,
alteration costs, and expenses of preparation for such reletting.
f. Then TENANT shall pay such current damages, herein called deficiency, to
the LANDLORD monthly on the days on which the rent and additional rent would
have been payable under this lease if this lease were still in effect, and the
LANDLORD shall be entitled to recover from the TENANT each monthly deficiency,
as such deficiency shall arise. At any time after any such expiration, whether
or not the LANDLORD shall have collected any monthly deficiency, the LANDLORD
shall be entitled to recover from the TENANT, and the TENANT shall pay to the
LANDLORD, on demand, as and for liquidated and agreed final damages for the
TENANT'S default, an amount equal to the difference between the rent and
additional rent reserved hereunder for the unexpired portion of the lease term
and then fair and reasonable rental value of the leased property for the same
period. In the computation of such damages the difference between any
installment of rent becoming due hereunder after the date of termination and
the fair and reasonable rental value of the leased property for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent per annum. If the leased property or
any part therof is relet by the LANDLORD for the unexpired term of this lease,
or any part thereof, before presentation of proof of such liquidated damages to
any court, commission, or tribunal, the amount of rent reserved upon such
reletting shall be deemed prima facie to be the fair and reasonable rental
value for the part or the whole of the leased property so relet during the term
of the reletting. Nothing herein contained shall limit or prejudice the right
of the LANDLORD to prove for and obtain as liquidated damages by reason of such
termination an amount equal to the maximum allowed by any statute or rule of
law in effect at the time when, and governing the proceedings in which, such
damages are to be proved, whether or not such amount be greater, equal to, or
less than the amount of the difference referred to above.
g. The TENANT hereby expressly waives, so far as permitted by law, the service
of any notice of intention to reenter provided for in any statue, or of the
institution of legal proceedings to that end. The TENANT, for and on behalf of
itself and all persons claiming through or under the TENANT, also waive any
right of redemption or reentry or repossession or to restore the operation of
this lease in case the TENANT shall be dispossessed by a judgment or by warrant
of any court or judge or in case of reentry or repossession by the LANDLORD.
h. The terms "enter", "reenter", "entry", or "reentry", as used in this lease
are not restricted to their technical legal meaning.
i. In the event a civil action shall be brought for recovery of possession of
the demised premises or for the recovery of any rent due under the provisions
of this lease, or because of the breach of any other covenant herein contained,
on the part of TENANT to be kept or performed, TENANT shall pay to LANDLORD a
reasonable attorney's fee which shall be fixed by the Court.
21. NOTICES.
All notices hereunder shall be served by certified mail, and if intended for
the LANDLORD shall be addressed to the LANDLORD (HIGH TECH PROPERTIES) at the
following address:
C/O L & H PROPERTIES
0000 XXXX XXXX, XXXXX X
XXXXXXXXXX, XX 00000
and if intended for the TENANT shall be addressed to the demised premises or to
such other address as may be requested by the LANDLORD or TENANT in writing.
22. WAIVER.
No assent, express or implied, by the LANDLORD to any breach of any of the
TENANT covenant, or by the TENANT to any breach of the LANDLORD'S covenants
shall be deemed to be a waiver of any succeeding breach of the same covenant.
23. ADDITIONAL PROVISIONS.
1. NRC has the option to terminate the lease at the end of the 2nd Anniversary
Year by giving a 6 month written notice and paying $17,850.00 penalty.
2. NRC has the option to terminate the lease at the end of the 3rd Anniversary
Year by giving a 6 month written notice and paying $13,387.50 penalty.
3. NRC has the option to renew the lease for 1 additional year, based on the
same terms and conditions as the original lease.
24. COMPLETE AGREEMENT.
The LANDLORD and TENANT further covenant with each other that all covenants,
agreements, and representations relating to the premises or any part therof,
whether oral or written, made by an between the parties, either personally or
by their authorized agents, prior to the execution and acceptance hereof, be
deemed to have been fully performed and discharged; that each of the parties
hereto has read and understood this lease; and that all prior covenants and
agreements, so far as they have any force and validity, have been included
herein.
Feminine and neuter pronouns may be substituted for those of the masculine
form, and the plural form may be substituted for the singular number, in any
place herein where the context may require substitution.
IN WITNESS WHEREOF, the LANDLORD and TENANT have executed this lease on the
date first above written.
LANDLORD TENANT
X. X. Xxxxxx Xxxxx X. Xxxxxxx
By:_______________________________ By:____________________________________
X. X. Xxxxxx Xxxxx X. Xxxxxxx
WITNESS FOR LANDLORD WITNESS FOR TENANT
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
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