EXHIBIT 10.5
OFFICE LEASE
THIS OFFICE LEASE (the "Lease"), is made and entered into effective as
of this 1st day of March, 2004, by and between HDP - KANSAS CITY, L.L.C., the
"Landlord," and U.S. PREMIUM BEEF, LTD. the "Tenant".
BASIC TERMS
1. PREMISES: Suite 501, consisting of approximately 2,727 rentable square feet
and located on the 5th floor of the Building. See Exhibit A
attached hereto.
BUILDING: 00000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxx, XX
2. COMMENCEMENT DATE: March 1, 2004
EXPIRATION DATE: February 28, 2006
3. TERM: 24 months
4. BASE RENT: Base Rent Base Rent
(per rentable square foot)
Months (monthly installments)
1-24 $10 per square foot $ 2,272.50 per month
5. ADDRESS OF LANDLORD FOR NOTICES: HDP - Kansas City, L.L.C.
c/o Higgins Development Partners
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Facsimile: 000-000-0000
6. ADDRESS OF TENANT FOR NOTICES: 00000 Xxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: President
7. BROKER(S): None
8. GUARANTOR(S): None
9. SECURITY DEPOSIT: $ 0
10. EXHIBITS: Exhibit "A" - Premises
Exhibit "B" - Rules and Regulations
WITNESSETH:
For and in consideration of the rents, covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree as follows:
1. PREMISES AND COMMON AREA: (a) Landlord, for and in
consideration of the rents, covenants and agreements hereinafter specified to be
paid, kept and performed by Tenant, leases to Tenant, and Tenant hereby accepts,
the Premises (as defined in the Basic Terms) on an AS IS, WHERE IS basis. In
addition to the Premises, Landlord shall provide Tenant with access to the
storage room located behind the East elevators on an
AS IS, WHERE IS basis, end such use of the storage area shall be on a rent-free
basis, but subject to all other terms and conditions of this Lease.
(b) Landlord grants Tenant the non-exclusive right, together
with all other occupants of the Building and their agents, employees and
invitees, to use the Common Area during the Term. For purposes of this Lease,
"Common Area" means the parking area, driveways, loading docks, lobby areas,
multi-tenant corridors and landscaped areas, as well as other areas of the
Building and Land which Landlord may designate from time to time as common area
available to all tenants. Landlord, at Landlord's sole and exclusive discretion,
may make changes to the Common Area provided that such changes do not prevent
use of the Common Area by Tenant except as otherwise provided in the last
sentence of this subsection (b) Landlord's rights regarding the Common Area
include, but are not limited to, the right to (a) restrain unauthorized persons
from using the Common Area; (b) place permanent or temporary kiosks, displays,
carts or stands in the Common Area and lease the same to tenants; (c)
temporarily close any portion of the Common Area (i) for repairs, improvements
or alterations, (ii)to discourage unauthorized use, (iii) to prevent dedication
or prescriptive rights, or (iv) for any other reason Landlord deems sufficient
in Landlord's reasonable judgment; (d) change the shape and size of the Common
Area; (e) add, eliminate or change the location of any improvements located in
the Common Area and construct buildings or other structures in the Common Area;
and (f) impose and revise Rules and Regulations concerning use of the Common
Area, including, but not limited to, any parking facilities comprising a portion
of the Common Area.
2. SECURITY DEPOSIT: [Intentionally Deleted.]
3. TERM:
A. The Lease term shall commence on the Commencement
Date (as stated in the Basic Terms). The Lease term shall be for the Term (as
stated in the basic Terms) and shall end at midnight on the last day of said
period (the "Expiration Date").
B. Either party shall have the right to terminate this
Lease prior to the Expiration Date with six (6) months advance written notice to
the non-terminating party. Such early termination notice shall expressly set
forth the last day of the Lease term. In the event Tenant shall fail to quit and
vacate the Premises upon the expiration or the termination of this Lease, as set
forth in the early termination notice, then Tenant shall immediately be in
default of the terms and conditions of' this Lease, and Landlord shall be able
to pursue any rights or remedies it may have available to it under the terms of
this Lease, including but not limited to the terms and provisions set forth in
Section 28 below.
4. ACCEPTANCE OF PREMISES: Tenant's occupancy of the Premises
establishes Tenant's acceptance of the Premises, the Building and the Land in an
"AS IS - WHERE IS" condition. All warranties, express or implied, are hereby
waived and disclaimed by Tenant.
5. RENT:
(a) Base Rent. Tenant agrees to pay Landlord at such
place as Landlord shall designate from time to time, Rent as
follows: Tenant will pay Base Rent in monthly installments to
Landlord, in advance, without offset or deduction, commencing
on the Commencement Date and continuing on the first day of
each and every calendar month after the Commencement Date
during the Term through and including the Expiration Date,
except that Tenant shall pay the first month's Base Rent
within ten (10) days after full execution of this Lease. Base
Rent shall be payable in equal monthly installments subject to
Section 7.
(b) Additional Rent. In addition to the Base Rent, Tenant
shall pay during the Lease Term as additional rent
("Additional Rent"), all other sums or amounts provided for in
this Lease, which are to be paid for by Tenant.
6. RENT ADJUSTMENT: [Intentionally Deleted.]
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7. PRORATION OF FIRST AND LAST MONTH'S RENT: Tenant's obligation
to pay Rent under this Lease will commence upon the Commencement Date. The
parties hereto acknowledge and agree that, as of March 1,2004, Landlord has not
received notice of termination from Farmland Industries, Inc. of that certain
Build-To-Suit Lease/Sublease Agreement (the "Farmland Lease") by and among
HDP-Kansas City, L.L.C. and Farmland Industries, Inc. dated September 9, 1999.
Although it is anticipated that Farmland Industries, Inc. intends to terminate
the Farmland Lease, such termination has not been received by Landlord as of
March 1, 2004. Tenant hereby holds Landlord harmless in the event such Farmland
Lease is not terminated by Farmland Industries, Inc. If the Commencement Date
occurs on any day other than the first day of a calendar month, then all Rent
provided shall he prorated for that month, and the Lease Term shall be adjusted
accordingly. If Tenant's lease shall end on any other day other than the last
day of a calendar month, then all Rent shall be prorated for that month.
8. USE: Tenant agrees that it shall occupy and use the Premises
for general office use, and for no other purpose, and that it will conduct its
business in such a manner as will not interfere with or infringe upon the rights
of any other tenants or occupants of the Building, or disturb their quiet
enjoyment, or interfere with any services to be provided to any Common Areas or
to any other tenant within the Building, or which may invalidate or increase the
premium cost of any insurance carried on the Building. Tenant further agrees
that it will observe and comply with all present and future laws, ordinances,
requirements, orders, directions, rules and regulations of all governmental
authorities affecting the Premises, specifically relating to Tenant's use of the
Premises, and that it will not use or permit the use of the Premises for any
unlawful, disreputable or hazardous use. In no event shall Tenant he required to
make alterations so the Premises, whether structural, mechanical or otherwise,
to comply with such laws, or to remove any hazardous substance not placed on the
Premises by Tenant or its employees, contractors or invitees. Tenant shall not
use or occupy the Premises in violation of the certificate of occupancy. Tenant
shall obtain all licenses, permits or other authorizations from any governmental
or quasi-governmental agencies needed for the operation of Tenant's business on
the Premises. For purposes of this section, the Maximum Occupancy Density shall
he computed as if all occupants, employees and/or independent contractors of
Tenant stationed at the Premises is present at the Premises at any given time.
9. SERVICES:
A. If Tenant is not in default under this Lease, then
Landlord agrees to furnish Tenant during the Lease Term, the following services
consistent with those services provided to other class A office building:
(i) Heating and Air Conditioning: Landlord agrees to
supply heating and air conditioning when necessary for normal comfort
in the Premises from Monday through Friday, during the period from 7:00
a.m. to 6:00 p.m., and on Saturday from 8:00 a.m. to 1:00 p.m.,
exclusive of holidays ("Normal Business Hours"). When machines or
equipment are used in the Premises that generate heat or in any way
affect the temperature otherwise maintained by the air conditioning
system, or when occupancy of the Premises or electrical load exceeds
standards set from time to time by building management, Landlord
reserves the right to require Tenant to install (or, at Landlord's
option, to require Tenant to reimburse Landlord for its installation
of) supplementary air conditioning and/or ventilation units in the
Premises, in such manner, and of such kind or quality as Landlord may
in its sole discretion determine. Tenant shall bear all costs and
expenses related to this installation, including maintenance and
operation of any such unit(s). Landlord further agrees that heating or
air conditioning services for the Premises at times other than Normal
Business Hours shall be provided on the condition that Tenant shall pay
as Additional Rent the entire cost of such additional services based
upon prevailing rates (on an hourly basis). Landlord reserves the right
to set reasonable requirements for prior notice of the need for
off-hours services.
(ii) Electricity: Landlord agrees to supply electrical
wiring and facilities for standard building lighting fixtures provided
by the Landlord and for Tenant's normal office uses during Normal
Business Hours, but not including electrical service required for any
item of equipment which requires voltage other than 120 volts. Landlord
shall not be responsible for providing electricity required for any
electrical equipment requiring voltage other than 120 volts single
phase, and Tenant's equipment and the Premises lighting may not exceed
an average of five (5) watt per square foot of the Premises. No
electrical circuit for the supply of Tenant's incidental uses will have
a current capacity exceeding 15 amperes; and electricity to be used by
Tenant shall be only for equipment and accessories normal to office
usage. Landlord reserves the right to require Tenant to install (or, at
Landlord's option, to require Tenant to
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reimburse Landlord for its installation of) conduit wiring and other
equipment necessary to supply electricity for Tenant's use requirements
in excess of those set forward in this subsection at Tenant's expense
by arrangement with the approved electrical utility, if applicable. If
Tenant's electrical usage as determined either by metering, submetering
or an electrical usage survey exceeds normal electrical usage to be
provided by Landlord hereunder, Tenant further agrees to pay monthly as
Additional Rent the entire cost of providing such excess electricity.
(iii) Water: Landlord agrees to supply water to the Common
Areas of the Building from regular Building outlets for drinking,
lavatory and toilet purposes.
(iv) Janitorial: Landlord agrees to furnish to the Common
Areas and to the Premises reasonable janitorial services and normal
trash removal customarily furnished by similar office buildings in the
suburban Platte County area.
(v) Elevator: Landlord shall supply appropriate elevator
services for the Building during Normal Business Hours and at all other
times shall provide what Landlord deems to be sufficient elevator
service, subject always to reasonable security requirements, to permit
Tenant reasonable access to the Premises.
(vi) Maintenance: Routine maintenance and electric
lighting service (including lamp replacement), will be provided by
Landlord for all Common Areas and service areas of the Building in the
manner Landlord deems appropriate, including, without limitation, snow
and ice removal.
(vii) Backup Generator. The parties acknowledge that a
backup generator services the Building. Landlord shall maintain such
backup generator during the Term of the Lease. Notwithstanding the
above, Landlord makes no representations or warranties as to the
sufficiency of such backup generator to serve Tenant's operational
needs in the Premises.
(viii) Lobby Desk and Security: Landlord shall provide a
person to work at the lobby desk of the Building during normal business
hours. Landlord shall further provide a card key access system for
after hours use of the Premises by the Tenant. Notwithstanding the
above, Landlord shall have no liability to the Tenant, Tenant's agents,
servants, employees, customers, invitees, licensees or any person
entering the Premises or the Building under the invitation of Tenant or
any assignee or subtenant of the Tenant (all of whom, exclusive of
Tenant only, are hereinafter jointly and severally referred to as
"Invitees") for any losses resulting from theft, burglary or damage
done to persons on the Premises, and Landlord shall not be required to
insure against such losses.
B. If Tenant requests additional work or services from
Landlord, then Landlord may furnish such additional work or service in Tenant at
Landlord's option. If Landlord performs such work or service for Tenant, then
Tenant agrees to pay Landlord any additional costs associated with this work,
including a reasonable administrative or overhead charge.
C. Services and utilities provided to the Building or
the Premises by Landlord are not warranted by Landlord to be free from
interruption. Landlord is not responsible or liable for any injury, damage, loss
or inconvenience resulting from failure to furnish any of the services or
utilities which Landlord agrees to provide; however, Landlord shall use
commercially reasonable efforts to restore any services or utilities that are
interrupted. Failure to provide any such service will not constitute a default
under this Lease, is not an eviction, and does not entitle Tenant to any
reduction, offset or abatement in the payment of Base Rent or Additional Rent
under this Lease; provided, however, that if the interruption or cessation of
utilities resulted from a cause within Landlord's exclusive control and the
Premises are not usable by Tenant for the conduct of Tenant's business as a
result thereof, Base Rent and Additional rent shall be abated for the period
which commences five(5) business days after the date Tenant gives to Landlord
written notice of such interruption until such time as the utilities required
for the conduct of Tenant's business are restored. Tenant shall not be entitled
to such abatement if Tenant is in fact conducting business in the Premises
during such interruption of utilities.
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D. Tenant shall be solely responsible for the
installation, use and maintenance of telephone and other communication services
to the Premises. Landlord shall have the right to direct and approve the
location and method of installation of all wires and other equipment to be
installed in the Premises and the Building, as well as the contractor performing
any such work in the Building. In no event shall Landlord be responsible for
payment for such installation, use or maintenance of the telephone or other
communication services. Tenant shall not have the right to install wiring or
other equipment outside of the Premises without the advance written consent of
Landlord, and agrees to coordinate such efforts with Landlord. All expenses
incurred by Landlord in connection with such telephone or communication services
shall be payable by Tenant as Additional Rent.
10. REPAIRS AND MAINTENANCE:
A. Landlord agrees to maintain the structure, roof,
exterior walls, exterior doors, exterior windows, public restrooms, public
elevators, all plumbing, heating, air conditioning and similar equipment and the
corridors of the Building of which the Premises is a part, and the grounds and
parking areas serving the Building, in good repair and in a manner which is
consistent with the maintenance and repair of other class A office buildings.
Such maintenance and repair costs incurred by Landlord shall be at Landlord's
sole cost and expense; provided, however, that if any repairs to any part of the
Building or any such equipment installed in or used in connection with the
Building or any of the grounds or parking areas serving the Building are
necessitated by the negligent act or omission of Tenant or its Invitees, Tenant
shall immediately reimburse Landlord for the cost thereof upon demand, as
Additional Rent.
B. Tenant shall be responsible for the Premises and at
Tenant's cost, shall keep it in a safe, neat and attractive condition. Tenant
shall pay for all redecoration, remodeling, alteration and painting of the
Premises desired by Tenant, which must be approved by Landlord. Tenant shall
also pay for the repair and maintenance during the Lease Term of all special
equipment or improvements installed in the Premises, including, but not limited
to, supplemental air handling units, dishwashers, icemakers, disposals, showers,
sinks, commodes, glass walls and other similar equipment or improvements. All
improvements by Tenant shall be subject to Section 12.B. below.
11. ASSIGNMENT AND SUBLETTING: Tenant shall not assign or mortgage
this Lease or sublet all or any portion of the Premises without Landlord's prior
written consent, in each instance, which such consent will be granted in
Landlord's sole discretion. Any request for Landlord's written consent shall be
accompanied by a copy of the proposed assignment or sublease, which must be ins
form acceptable to Landlord. No assignment, mortgaging, or subletting, if
consented to by Landlord, shall relieve Tenant of its liability under this
Lease. Tenant shall pay to Landlord, in consideration for Landlord's written
consent to the assignment or sublease, all rent and other consideration received
by Tenant from any such assignee or subtenant which is in excess of the rental
obligation required under the terms of this Lease for the Premises or portion
thereof for which the consent of Landlord is requested. Consent by Landlord so
any assignment or sublease shall not operate as a waiver of the necessity for
Tenant to obtain the prior written consent of Landlord to any subsequent
assignment, mortgaging or subletting and the terms of any such consent shall be
binding upon the assignee, mortgagee or subtenant. Any transfer of this Lease by
merger, consolidation, or liquidation or any change in ownership of or power to
vote the majority of outstanding voting stock of Tenant or, if Tenant is a
partnership, any withdrawal, replacement, or substitution of any partner or
partners, either general or limited, whether as the result of a single or series
of transactions, shall constitute an assignment for purposes of this Lease.
Notwithstanding the above, Tenant, without Landlord's consent (provided that
Tenant is not in default in the performance of its obligations under this
Lease), may cause an assignment or subletting (each, a "Transfer") to an
Affiliate of Tenant if Tenant (a) notifies Landlord at least thirty (30) days
prior to such Transfer; (b) delivers to Landlord, at the tune of Tenant's
notice, current financial statements of Tenant and the Affiliate that are
reasonably acceptable to Landlord; and (c) the Affiliate assumes and agrees ins
writing delivered to and reasonably acceptable to Landlord to perform Tenant's
obligations under this Lease arising after such Transfer and to observe all
terms and conditions of this Lease. For purposes of this Section 11, the term
"Affiliate" means any person or entity that, directly or indirectly, controls,
is controlled by or is under common control with Tenant. For purposes of this
definition, "control" means possessing the power to direct or cause the
direction of the management and policies of the entity by the ownership of a
majority of the voting interests of the entity.
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12. IMPROVEMENTS; ALTERATIONS:
A. Tenant shall make no alterations, improvements or
changes to the Premises or the Building without Landlord's prior written
consent, which consent shall not he unreasonably withheld or delayed. Unless
Landlord shall otherwise agree, any alterations, improvements or changes to
which Landlord may consent shall be done either by or tinder the direction of
Landlord, but at the sole cost of Tenant and pursuant only to such plans,
specifications and agreements approved in writing by Landlord. By consenting to
or approving any plans, specifications and agreements for any alterations,
improvements or changes which Tenant desires to make to the Premises, Landlord
does not warrant and shall assume no responsibility or liability for the
completeness, design sufficiency, or compliance of such plans with all
applicable laws, rules and regulations of governmental agencies or authorities.
If Landlord performs such work for Tenant, then Tenant agrees to pay Landlord
any additional costs associated with this work, including a reasonable
administrative or overhead charge.
B. Tenant will keep the Building and Common Areas free
from any mechanics', materialmen's, designers' or other liens arising out of any
work performed, materials furnished or obligations incurred by or for Tenant or
any person or entity claiming by, through or under Tenant.
13. SIGNAGE:
A. Landlord hereby approves of Tenant's signage in place
as of January 15, 2004.
B. Tenant shall not display, inscribe, paint or affix
any sign, picture, advertisement or notice visible from anywhere outside the
Premises without Landlord's prior written consent. Such consent may he granted
in Landlord's sole discretion. If consented to by Landlord, any such sign will
meet all requirements set by Landlord, will be maintained at Tenant's expense
and removed at the termination of this Lease at Tenant's expense. Tenant will
immediately repair any damage to the Building or Premises caused by such
removal. Tenant shall have the right to place its name on the front sign by the
entrance of the building; provided (i) all costs associated therewith shall be
solely borne by Tenant, (ii) Tenant shall be responsible for obtaining all
governmental approvals, and (iii) Tenant shall obtain Landlord's prior approval
as to the location and design of the signage prior to installation by Tenant.
14. RISK OF LOSS - INDEMNITY:
A. Landlord shall not be responsible or liable to Tenant
for any injury, loss or damage to persons or property occurring in or on the
Premises regardless of cause (except to the extent caused by the gross
negligence or willful misconduct of Landlord or its agents, contractors or
employees), it being understood and agreed that all risk of loss shall be borne
by Tenant.
B. Subject to Section 15.D. hereof, Tenant agrees to
indemnify and save Landlord harmless from and against any and all claims and
demands (except to the extent caused by the gross negligence or willful
misconduct of Landlord or its agents, contractors or employees) for, or in
connection with, any accident, injury, loss or damage whatsoever caused or
alleged to have been caused in whole or in part to any person or property
arising, directly or indirectly, out of the business conducted in the Premises
or occurring in or on the Premises, or arising from any act or omission of
Tenant or any assignee or subtenant of Tenant or their respective licensees,
agents, employees or contractors, and from and against any and all costs,
expenses and liabilities incurred in connection with any such claim or
proceeding brought thereon.
15. INSURANCE:
A. Tenant, at its own cost and expense, shall maintain:
(i) Commercial general liability insurance on an
occurrence basis protecting and insuring Landlord, Landlord's
mortgagees, and Tenant against claims and liabilities for injury or
damage to persons or property or for the loss of life or property
occurring upon, in or about the Premises, the Building or the Land, or
the contiguous sidewalks, parking lots, driveways and private streets,
caused by or resulting from any act or omission of Tenant, its
employees, agents, contractors, customers, guests, licensees or
invitees,
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such insurance to afford minimum protection during the Lease term in
such amounts as Landlord shall from tune to time designate by written
notice to Tenant, but in no event less than Two Million Dollars
($2,000,000) combined single limit coverage per location for bodily
injury, including death, and for property damage liability or a
combination thereof. Such insurance shall contain coverage for broad
form property damage and contractual liability (including, without
limitation, that specifically assumed herein). Any policy shall (i) be
endorsed to name Landlord and its property manager an additional
insureds, without qualification, limitation, or reservation; (ii) be
endorsed to he primary to and noncontributory with any insurance
maintained by Landlord and its property manager; (iii) contain a
separation of insureds clause in the policy; and (iv) contain a waiver
of any rights of subrogation in favor of Landlord and ha property
manager. Landlord shall notify Tenant of any change in its property
manager and Tenant shall have a reasonable period thereafter to update
its insurance certificate;
(ii) Insurance in accordance with the applicable laws
relating to workers' compensation, with respect to all of the Tenant's
employees working on the Premises, regardless of whether such coverage
or insurance is mandatory or merely elective under the law. Tenant
shall also maintain employer's liability coverage with limits of not
less than One Million Dollars ($1,000,000) per accident Any policy
shall contain a waiver of rights of subrogation in favor of Landlord
and its property manager. If Landlord is required by any applicable law
to pay any workers' compensation premiums with respect to employees of
Tenant, Tenant shall reimburse Landlord for such payment,
(iii) Fire insurance in an amount adequate to cover the
cost of replacement of all equipment, installations, fixtures and
contents in the Premises, including leasehold improvements paid for by
Tenant, in the event of loss or damage by fire and against loss or
damage by other risks now or hereafter embraced by so called "All-Risk
Coverage", with protection against vandalism, malicious mischief and
sprinkler leakage; and
(iv) When required by Landlord, such other insurance
against other insurable hazards and in such amounts as may from time to
time be commonly and customarily insured against and are generally
available for tenants in first class office buildings in the City of
Kansas City, Missouri.
B. Tenant will not do or commit, or permit to be done or
committed, any act or thing which might cause any policy or policies of
insurance written in connection with the Building, the Land or property therein,
to become void or suspended, or which might cause the insurance risk on the
Building, the Land or property therein, to be rendered more hazardous or
otherwise increase the rate of premium for any such insurance over the rate in
effect at the commencement of the Lease term. All property kept, stored or
maintained within the Premises by Tenant shall be at its sole risk. Tenant, at
its own expense, shall comply with all rules, orders, regulations or
requirements of the Board of Fire Underwriters responsible for the geographic
area in which the Premises is located or any other body exercising similar
functions.
C. All such insurance shall be effected under valid and
enforceable policies (which may cover the Premises and other locations), shall
be issued by insurers of recognized responsibility acceptable to Landlord, and
shall contain a provision whereby the insurer agrees not to cancel or materially
alter the insurance without thirty (30) days' prior written notice to Landlord.
On or before the Commencement Date of this Lease, Tenant shall furnish Landlord
with certificates and copies of policies evidencing the aforesaid insurance
coverage. All insurance maintained by Tenant shall be primary coverage to the
extent Tenant has agreed to indemnify, save harmless and/or release Landlord,
its agents, servants, employees, customers, invitees, licensees and mortgagees,
or any one or more of them, from liability for such claim or liability pursuant
to any other provision of this Lease, and as to such claim or liability, any
insurance maintained by Landlord shall be excess coverage and non-contributory.
Renewal policies or certificates therefor shall be furnished to Landlord at
least thirty (30) days prior to the expiration date of each policy for which a
certificate was theretofore furnished.
D. Landlord shall cause any insurance policy carried by
Landlord on or relating to the Premises and Tenant shall cause any insurance
policy carried by Tenant on or relating to the Premises to be written in such a
manner so as to provide that the insurance company waives all right of recovery
by way of subrogation against Landlord or Tenant, as the case may be, in
connection with any loss or damages covered by such policies. Anything in this
Lease to the contrary notwithstanding, it is agreed that each party (the
"Releasing Party") hereby
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releases the other (the "Released Party") from any liability or responsibility
(to the Releasing Party or anyone claiming through or under the Releasing Party
by way of subrogation or otherwise) which the Release Party would, but for this
Paragraph D. have had to the Releasing Party during the terns of this Lease
resulting from the occurrence of any accident or occurrence or casualty (i)which
is or would be covered by a fire and extended coverage policy (with a vandalism
and malicious mischief endorsement attached) or by sprinkler leakage, boiler and
machinery or water damage policy in the State of Missouri (irrespective of
whether such coverage is being carried by the Releasing Party), or (ii)covered
by any other casualty or property damage insurance being carried by the
Releasing Parry at the time of such occurrence, even if such casualty resulted
in whole or in part from any act or neglect of the Released Party, its partners,
officers, agents or employees; provided, however, that the releases herein
contained shall not apply to any loss or damage occasioned by the willful,
wanton or premeditated action or omission of the Released Party.
16. LANDLORD'S USE: Landlord reserves the right at all reasonable
times upon prior notice to Tenant (except in the case of emergencies) to enter
and he upon the Premises fur the purpose of examining same, to show the same to
prospective purchasers and mortgagees, and for such repairs, alterations,
additions, installations and removals as Landlord may deem proper or useful for
serving the Premises or the Building; provided that Landlord shall use
reasonable efforts nor to unreasonably interfere with Tenants use and operation
of the Premises. At all times during the Term of this Lease, Landlord shall have
the right to enter upon the Premises at all reasonable times upon prior notice
to Tenant (except in the case of emergencies) and exhibit the same to
prospective tenants or purchasers.
17. DAMAGED OR DESTRUCTION: If the Premises is damaged by fire or
other casualty, Landlord may, at its option, exercisable within sixty (60) days
of the date of such damage, elect either to repair and restore the same or to
terminate this Lease. If Landlord shall elect to repair or restore the Premises,
is shall do so at its own expense within a reasonable time thereafter and rent
shall xxxxx from the dare of such damage or destruction until the Premises is
ready for occupancy in the proportion that the untenantable square foot area of
the Premises bears to the total square foot area of the Building. If Landlord
shall elect to terminate this Lease, this Lease will terminate as of the date of
such damage or destruction. In the event that the Building cannot, in the
reasonable determination of Landlord, be restored to tenantable condition within
sixty (60) days of the date of such damage or destruction, Tenant shall have the
right to terminate this Lease by written notice to Landlord within fifteen (15)
days after such determination by Landlord, which termination will he effective
as of the date of such damage or destruction. Landlord in its work to repair and
restore the Premises shall not be required to exceed the scope of the work
required to be done by Landlord in originally constructing the Premises or the
proceeds of any available insurance, whichever is less.
18. CONDEMNATION:
A. If the whole of the Premises shall he taken for any
public or quasi public use under any statute or by right of eminent domain, or
by private purchase in lieu thereof, this Lease shall automatically terminate as
of the date that possession shall be taken.
B. If only a portion of the Premises shall be so taken,
but in the reasonable determination of Landlord the remaining Premises cannot he
restored to a functional building for use by Tenant as herein contemplated, then
either Landlord or Tenant shall have the right to terminate this Lease as of the
date that possession shall be taken upon giving written notice to the other
party within sixty (60) days after such taking. If no such election is made to
terminate this Lease, Landlord shall restore the Premises to an architectural
unit as nearly like its condition prior to such taking as shall be practicable,
but such work shall not exceed the scope of the work required to be done by
Landlord in originally constructing the Premises or the amount of any available
condemnation proceeds. If this Lease is not terminated, as hereinbefore
provided, all of its terms shall continue in effect, but the rent, or a fair and
just proportion thereof, according to the nature and extent of the damage to the
Premises, shall be suspended or abated.
C. All compensation awarded or paid upon a total or
partial taking of the Premises shall belong to and be the property of Landlord
without any participation by Tenant; provided, however, that nothing contained
herein shall be construed to preclude Tenant from prosecuting any claim directly
against the condemning authority for loss of business, depreciation to, damage
to, cost of removal of, or for the value of moving expenses and personal
property taken, so long as such claim shall not diminish or otherwise adversely
affect Landlord's award.
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19. DEFAULT:
A. If (1) Tenant shall fail to pay any rent or any other
sum of money due hereunder when due and such failure shall continue for a period
of five (5) days after such due date, (2) Tenant shall fail to perform or comply
with any other covenant or agreement herein contained and such failure shall
continue for a period often (10) days after written notice thereof is given
Tenant (or such additional period as may be reasonably required to cure such
default, if the default is of such a nature that it cannot be cured within such
10-day period, provided Tenant commences cure within said ten (10) days, and
thereafter diligently prosecutes cure to completion), (3) any guarantor under
this Lease dies, or (4) Tenant or any guarantor under this Lease (if an entity)
dissolves or liquidates, then Tenant shall be in default under this Lease, and
at any time thereafter Landlord may, at its option:
(i) terminate this Lease; or
(ii) effect or pay or perform that obligation as to which
the Tenant is in default, and the Tenant shall thereupon be indebted to
the Landlord for all amounts so paid or advanced and all costs and
expanses incurred in connection therewith, such indebtedness to be
payable on demand; or
(iii) reenter, take possession of the Premises and remove
all persons and property therefrom (any property so removed may be
stored in a public warehouse or elsewhere at the cost of, and for the
account of Tenant), and without being deemed guilty of trespass, or
liable for any loss or damage occasioned thereby.
If Tenant shall, after default, voluntarily give up possession of the Premises
to Landlord, or deliver the keys to the Premises to Landlord, or both, such
actions shah be deemed to be in compliance with Landlord's rights and the
acceptance thereof by Landlord shall not be deemed to constitute a surrender of
the Premises. Should Landlord elect to reenter, or should it take possession
pursuant to legal proceedings or pursuant to any notice provided by law, it may
either terminate this Lease or, without terminating this Lease, may relet the
Premises (or any part thereof) for such term or terms (including a term
extending beyond the Lease term), at such rental or rentals and upon such other
terms and conditions as Landlord in its sole discretion may deem advisable. Upon
each such reletting all rentals shall be applied first to the payment of any
indebtedness other than rent due hereunder from Tenant to Landlord; second to
the payment of any costs and expenses of such reletting, including brokerage
fees, attorney's fees and cost of any alterations and repairs which Landlord, in
its sole judgment, deemed necessary in connection with such reletting; 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 or damage as the same may
become due and payable hereunder. If such rentals received from such reletting
during any month shall be less than that to be paid during said month by Tenant
hereunder, Tenant shall pay any such deficiency to Landlord monthly. No such
reentry or retaking of possession by Landlord shall be construed as an election
by Landlord to terminate this Lease unless a written notice of such election is
given to Tenant or unless the termination thereof is decreed by a court of
competent jurisdiction. Notwithstanding any such reletting without termination,
Landlord may at any time thereafter elect to terminate this Lease for such
previous breach.
B. The acceptance of any sums of money from Tenant after
the expiration of any five (5) day or ten (10) day notice as above provided may,
at Landlord's option, be taken robes payment on account by Tenant and shall not
constitute a waiver by Landlord of any of its rights hereunder or at law, nor
shall it reinstate this Lease or cure a default on the part of Tenant.
20. ABANDONMENT: If Tenant shall vacate the Premises or abandon
the Premises for any period in excess of fourteen (14) days, Landlord shall have
the right to enter upon the Premises and exhibit it to prospective tenants, and
at its option, upon ten (10) days' prior written notice to Tenant, to terminate
this Lease thereafter by giving ten (10) days' prior written notice to Tenant.
21. RIGHTS AND REMEDIES: The rights and remedies hereunder and any
others provided by law shall he construed as cumulative and no one of them is
exclusive of any other right or remedy. Such rights and
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remedies shall further be continuing rights, none of which shall be exhausted by
being exercised on one or more occasions. A party shall be entitled to an
injunction in proper cases to enforce any part or parts of this Lease or to
prevent or stop any violation or default on the part of the other party. A
waiver of any default, breach or failure shall not be construed as a continuing
waiver or as a waiver of any subsequent default, breach or failure. Whenever in
this Lease Landlord reserves or is given the right and power to give or withhold
its consent to any action on the part of Tenant, such right and power shall not
be exhausted by its exercise on one or more occasions, but shall be a continuing
right and power for the full Lease term.
22. ATTORNEY'S FEES AND COSTS: If either Landlord or Tenant
commences any litigation or judicial action to determine or enforce any of the
provisions of this Lease, the prevailing party in any such litigation or
judicial action is entitled to recover all of its costs and expenses (including,
but not limited to, reasonable attorneys' fees, costs and expenditures) from the
nonprevailing party.
23. RELOCATION OF TENANT: Upon not less than forty-five (45) days
prior written notice to Tenant, Landlord may relocate Tenant to other space of
comparable size and quality within the Building, so long as both Tenant is
relocated to space that is contiguous to space of which National Beef Packing
Company, L.P. has been relocated and provided further that each is provided the
same electrical back-up and configuration of space and amenities as is provided
in the Premises. Landlord will move or pay for physically moving Tenant's
personal property and equipment to the new space and will reimburse Tenant for
reasonable, documented out-of-pocket costs Tenant incurs in connection with the
relocation. Prior to or concurrently with the relocation, Landlord will prepare,
and the parties will execute, an amendment to this Lease to evidence the
relocation and make any necessary changes to the Basic Terms resulting from the
relocation.
24. SUBORDINATION-ASSIGNMENT OF LEASE BY LANDLORD-ESTOPPEL
CERTIFICATES:
A. This Lease shall be subject and subordinate to any
existing or future mortgages or deeds of trust placed by Landlord on the
Building or the Common Area; provided, however, that Landlord may, at its
option, by written document duly recorded in the applicable Office of the
Register of Deeds, cause this Lease to become superior to any mortgage or deed
of trust on the Building, the Common Areas or any portion thereof. Tenant shall
execute a written document evidencing such subordination to any mortgages
affecting the Building or the Common Areas in form and substance reasonably
acceptable to Landlord. Further, at Landlord's option, this Lease may be
assigned by Landlord to any mortgagee or cestui que trust as additional security
fur any loan so Landlord, and Tenant upon request shell acknowledge receipt of
notice of each such assignment. Such assignment may be recorded and Tenant
shall, upon notice of such assignment, comply with the terms thereof. At the
option of the holder or beneficiary of any encumbrance upon the Building or the
Common Areas, Tenant agrees that no foreclosure of such encumbrance, nor the
institution of any suit, action, or proceedings against Landlord, shall by
operation of law or otherwise result in cancellation or termination of this
Lease or the obligations of the Tenant, Upon request, Tenant agrees to execute
such instruments satisfactory to the holder, beneficiary, or purchaser at a
foreclosure proceeding whereby Tenant attorns to such successor in interest. In
the event of such transfer, this Lease and Tenant's rights hereunder shall
continue undisturbed so long as Tenant is not in default hereunder beyond any
applicable notice and cure periods hereunder.
B. Within ten (10) days after Landlord's request
therefor, Tenant shall execute a written instrument to Landlord or any other
person, firm or corporation specified by Landlord, certifying: (a) that Tenant
has accepted the Premises, is in occupancy, and is paying rent on a current
basis with no off-sets or claims, or if it is not paying rent on a current basis
or does have off-sets or claims, Tenant shall specify the status of its rental
payments and the basis and amount claimed due as off-sets or claims; (b) that
this Lease is unmodified and in full force and effect, or if there has been any
modification, that the same is in full force and effect as so modified, and
identifying any such modification; (c) whether or not there are any off-sets or
defenses then existing in favor of Tenant against the enforcement of any of the
terms, covenants and conditions of this Lease, and if so, specifying the same,
and also whether or not Landlord has observed and performed all of the terms,
covenants and conditions on the part of Landlord to be observed and performed,
and if not, specifying the same; and (d) the dates to which monthly base rent,
additional rent and all other charges equivalent to rent hereunder have been
paid. Such request may be made by Landlord at any time and from time to time
during the Lease term.
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C. Landlord and any party succeeding to Landlord's
interest herein may transfer, assign, convey or otherwise dispose of this Lease
and in such event shall be free from and relieved of all covenants and
obligations of the Landlord herein and from any liability resulting from any act
or omission or event occurring after such conveyance or other disposition. Any
party succeeding to Landlord's interest herein shall be deemed to have agreed to
assume and carry out any and all of the covenants of Landlord under this Lease,
so long as it shall hold such interest, all without further agreement between
the parties hereto or their successors in interest.
25. BANKRUPTCY: The filing of any petition in bankruptcy or
insolvency or for reorganization under any bankruptcy act by or against Tenant,
or Tenant's making of a voluntary assignment for the benefit of its general
creditors, or the filing of any petition for an arrangement or composition under
any bankruptcy act, or the appointment of a receiver or trustee after notice and
hearing to take charge of its business, or the filing of any other petition or
application seeking relief under any other federal or state laws now or
hereafter providing for the relief of debtors, shall automatically constitute a
default in this Lease by Tenant for which Landlord may, at any time or times
thereafter, as its option, exercise any of the remedies and options provided to
Landlord in Sections 11 and 19 of this Lease; provided, however, if such
petition is filed by a third party against Tenant and Tenant desires in good
faith to defend the same, if Tenant is nor in default of any obligation
hereunder at the time of the filing of such petition and within ninety (90) days
thereafter procures a final adjudication that it is solvent and a judgment
dismissing such petition, this Lease shall be fully reinstated as though such
petition bad never been filed.
26. RULES AND REGULATIONS: Tenant agrees to abide by all rules and
regulations now or hereinafter in effect and applicable to the Premises, and all
covenants and agreements therein contained. The rules and regulations in effect
as of the date hereto are attached hereto as Exhibit "B".
27. SURRENDER OF PREMISES; REMOVAL OF PROPERTY: Upon termination
of this Lease, whether by expiration of its stated Term or otherwise, Tenant
shall peaceably quit and surrender to Landlord the Premises in good condition
and repair, ordinary wear and tear and damage by fire or other casualty
excepted. All furniture, movable trade fixtures, and equipment installed by
Tenant during or prior to the Commencement Date, will be removed by Tenant at
termination of the Lease. All such removals shall be accomplished in a
workmanlike manner so as not to damage the Premises or the Building, including
the Structure or structural qualities of the Building or the plumbing,
electrical lines, or other utilities. Except for movable office furnishings,
equipment and trade fixtures owned by Tenant, all improvements, alterations or
additions made by either Landlord or Tenant within the Premises shall become the
property of Landlord when the Premises is vacated by Tenant and shall remain
upon and be surrendered with the Premises without compensation to Tenant;
provided, however, that Landlord may solely at its option, require Tenant to
remove at the end of the Lease Term, any and all leasehold improvements
installed by Tenant after the date of this Lease which are designated by
Landlord and all fixtures, equipment and other property installed on or in the
premises by Tenant and to thereafter restore the Premises. Except for damage by
fire or casualty, the maintenance and care of such improvements during the term
of this Lease shall be the responsibility of Tenant. If Tenant fails to remove
any leasehold improvements, fixtures, equipment or property designated by
Landlord for removal, Landlord may remove all or any portion of such
improvements or property at Tenant's cost, with no obligation on the part of
Landlord to preserve or store any such removed improvements, fixtures, equipment
or property. Any such furniture, movable trade fixtures, and equipment not
promptly removed by Tenant shall be deemed conclusively to have been abandoned
by Tenant and may be appropriated, sold, destroyed, or otherwise disposed of by
Landlord without notice to Tenant or obligation to compensate Tenant or to
account therefore. Tenant shall pay Landlord, on demand, all costs incurred by
Landlord in connection with such abandonment Tenant's obligation to observe or
perform the provisions of this section shall survive the expiration or other
termination of this Lease.
28. HOLDING OVER: In the event Tenant or any of its successors in
interest shall fail to quit and vacate the Premises upon expiration or
termination of this Lease, then Tenant shall immediately be in default of the
terms and conditions of this Lease, and such holding over shall constitute and
be construed at Landlord's option as a tenancy at will, from month to month, and
in such event Tenant shall pay 300% Rent for all the time Tenant retains
possession of the Premises, or any part thereof, after the termination of this
Lease, whether by lapse of time or by election of either party, pursuant to
Section 3 of this Lease, unless Landlord consents in writing to a specified
allowable holdover period, and in addition Tenant shall pay all consequential
damages, including attorney's fees, suffered by Landlord because of such holding
over. Should Tenant hold over in any manner after expiration or termination of
this Lease, such holding over by Tenant shall be subject to all terms, covenants
and conditions of this
11
Lease which are not inconsistent with such holding over, and no such holding
over by Tenant shall ever be construed as an extension of the Lease Term without
Landlord's written consent.
29. DELAYS BEYOND LANDLORD'S CONTROL: If performance of any
obligation hereunder by Landlord is delayed due to fire, strikes or labor
trouble, riots, acts of God, inability or difficulty in obtaining labor or
materials, civil commotion, war, governmental laws, regulations, restrictions,
or any other causes that are beyond such party's reasonable control, financial
inability excepted, the period of delay shall be added to Landlord's time for
performing such obligations and Landlord shall have no liability because of such
delay.
30. QUIET ENJOYMENT: Landlord agrees that subject to the terms,
covenants, and provisions of this Lease, Tenant may upon observing and complying
with all terms, covenants, and provisions of this Lease, peaceably and quietly
occupy the Premises.
31. BROKERAGE: Tenant represents that it has had negotiations with
and dealt with a broker in connection with the negotiation and execution of this
Lease and hereby agrees to pay such broker and to indemnify Landlord against any
claim or liability in connection therewith.
32. RELATIONSHIP OF PARTIES: Nothing contained herein shall he
deemed or construed to create any principal-agent, partnership or other
relationship between Landlord and Tenant, except that of landlord and tenant.
33. NOTICE: Every notice required or permitted hereunder shall be
in writing and shall be deemed duly served for all purposes if: (a) upon
Landlord, by depositing a copy thereof in the United States mail, postage
prepaid and certified, and addressed to Landlord at the address set forth in the
Basis Terms, or at such other place or places an Landlord from time to time may
designate in writing as the place for the payment of rent hereunder; or if (b)
upon Tenant, by depositing a copy thereof in the United States mail, postage
prepaid and certified, and addressed to Tenant at the address of the Premises,
or by delivering the same in person to an officer of such party with written
acknowledged receipt, or by overnight delivery, when appropriate, addressed to
the party to be notified at the address of the Premises. Any such notice shall
be effective as of the earlier of the date it is so delivered, mailed, or sent
by overnight delivery.
34. PARKING: Parking will be provided on-site on a non-reserved,
rent-free basis. The use of Tenant's share of all parking spaces provided by
Landlord for the Building shall be subject always to all applicable rules and
regulations.
35. LIMITED LIABILITY OF LANDLORD: Tenant understands and agrees
that none of the Landlord's covenants, undertakings or agreements are made or
intended as personal covenants, and that any liability for damage, breach or
non-performance by the Landlord will be collectible only out of Landlord's
interest in the Building. No personal liability is assumed by the Landlord, nor
may any such personal liability beat any time asserted against the Landlord. If
Landlord shall for any reason terminate its ownership of the Building. Tenant
understands and agrees that any claim which Tenant may have against Landlord as
of such date will be deemed to have been waived or terminated, it being
understood that Tenant's recourse in the event of any such claim shall be any
successor's respective ownership of the Building.
36. HEIRS, SUCCESSORS AND ASSIGNS: The term "Tenant" as used in
this Lease means and applies to whomever executes this Lease as a Tenant
regardless of number, gender or nature or entity. If more than one Tenant
executes this Lease, such Tenants shall be jointly and severally liable
hereunder. Subject to the provisions of Sections 11 and 24 of this Lease, all
covenants, conditions and agreements herein contained shall he binding upon and
inure to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.
37. ENTIRE AGREEMENT: Tenant acknowledges that, except as
expressly set forth herein, Landlord, its agents and employees have made no
representations or warranties respecting the Premises, the Building or the
Common Areas. If any provision of this Lease shall be declared invalid or
unenforceable, the remainder of this Lease shall continue in full force and
effect. This Lease contains the entire agreement between the
12
parties. This Lease may be modified only by a writing signed by both parties.
This Lease shall be governed by the laws of the State of Missouri.
38. HAZARDOUS MATERIALS:
A. Compliance with Hazardous Materials Laws: Tenant will
not cause any Hazardous Material to he brought upon, kept or used on the
Building or Common Areas in a manner or for a purpose prohibited by or that
could result in liability under any Hazardous Materials Law. Tenant, at its sole
cost and expense, will comply with all Hazardous Materials Laws and prudent
industry practice relating to the presence, treatment, storage, transportation,
disposal, release or management of Hazardous Materials in, on, under or about
the Building or Common Areas that Tenant brings upon, keeps or uses on the
Building or Common Areas and will notify Landlord of any and all Hazardous
Materials Tenant brings upon, keeps or uses on the Building or Land (other than
small quantities of office cleaning or other office supplies as are customarily
used by a tenant in the ordinary course in a general office facility). On or
before the Expiration Date or earlier termination of this Lease, Tenant, at its
sole cost and expense, will completely remove from the Building and Common Areas
(regardless whether any Hazardous Materials Law requires removal), in compliance
with all Hazardous Materials Laws, all Hazardous Materials Tenant causes so be
present in, on, under or about the Building or Common Areas.
B. Definitions: For purposes of this Lease, "Hazardous
Materials" means any of the following, in any amount: (a) any petroleum or
petroleum product, asbestos in any form, urea formaldehyde and polychlorinated
biphenyls; (b) any radioactive substance; (c) any toxic, infectious, reactive,
corrosive, ignitable or flammable chemical or chemical compound; and (d) any
chemicals, materials or substances, whether solid, liquid or gas, defined as or
included in she definitions of "hazardous substances," "hazardous wastes;"
"hazardous materials," "extremely hazardous wastes," "restricted hazardous
wastes," "toxic substances," "toxic pollutants," "solid waste," or words of
similar import in any federal, state or local statute, law, ordinance or
regulation now existing or existing on or after the Commencement Date as the
same may be interpreted by government offices and agencies. "Hazardous Materials
Laws" means any federal, state or local statutes, laws, ordinances or
regulations now existing or existing after the Commencement Date that control,
classify, regulate, list or define Hazardous Materials or require remediation of
Hazardous Materials contamination.
C. Notice of Actions: Tenant will notify Landlord of any
of the following actions affecting Landlord, Tenant, the Building or the Common
Areas that result from or in any way relate to Tenant's use of the Building or
Common Areas immediately after receiving notice of the same: (a) any
enforcement, clean-up, removal or other governmental or regulatory action
instituted, completed or threatened under any Hazardous Materials Law; (b) any
claim made or threatened by any person relating to damage, contribution
liability, cost recovery, compensation, loss or injury resulting from or claimed
to result from any Hazardous Material; and (c) any reports made by any person,
including Tenant, to any environmental agency relating to any Hazardous
Material, including any complaints, notices, warnings or asserted violations.
Tenant will also deliver to Landlord, as promptly as possible, copies of all
claims, reports, complaints, notices, warnings or asserted violations relating
in any way to the Premises or Tenant's use of the Premises. Upon Landlord's
written request, Tenant will promptly deliver to Landlord documentation
acceptable to Landlord reflecting the legal and proper disposal of all Hazardous
Materials removed or to be removed from the Premises. All such documentation
will list Tenant or its agent as a responsible party and will not attribute
responsibility for any such Hazardous Materials to Landlord.
D. Disclosure and Warning Obligations: Tenant
acknowledges and agrees that all reporting and warning obligations required
under Hazardous Materials Laws resulting from or in any way relating to Tenant's
use of the Premises, the Building or the Common Areas are Tenant's sole
responsibility, regardless whether the Hazardous Materials Laws permit or
require Landlord to report or warn.
E. Indemnification: Tenant releases and will indemnity,
defend (with counsel reasonably acceptable to Landlord), protect and hold
harmless the Landlord from and against any and all claims whatsoever arising or
resulting, in whole or in part, directly or indirectly, from the presence,
treatment, storage, transportation, disposal, release or management of Hazardous
Materials in, on, under, upon or from the Building and Common Areas.(including
water tables and atmosphere) that Tenant brings upon, keeps or uses on the
Premises, the Building or the Common Areas, obligations under this section
survive the expiration or earlier termination of this Lease.
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39. PERSONAL GUARANTY: [Intentionally Deleted.]
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day
and year first above written.
LANDLORD: TENANT:
HDP - KANSAS CITY, L.L.C. U.S. PREMIUM BEEF, LTD.
BY: /s/ Xxxx Xxxxx Xxxxxxx BY: /s/ Xxxxxx X. Xxxx
-------------------------------- ----------------------------------
NAME: Xxxx Xxxxx Xxxxxxx NAME: Xxxxxx X. Xxxx
TITLE: Vice President TITLE: CEO
14
EXHIBIT A
PREMISES
15
EXHIBIT B
RULES AND REGULATIONS
A. Tenant, its agents, employees, customers, guests,
licensees and invitees shall not loiter in entrances, nor in any way obstruct
any sidewalks or parking areas. Canvassing, soliciting and peddling in the
Building is prohibited.
B. Tenant shall not xxxx, drive rails, screw or drill
into, paint or in any way deface the walls, ceilings, partitions, floors, wood,
stone or iron work of the Building, except as necessary to hang paintings,
certificates and similar decorations for reasonable office decoration.
C. No awnings or other projections shall be attached to
the outside walls of the Building, and no window shades, blinds, drapes or other
window coverings shall be hung in the Premises, without the prior written
consent of Landlord.
D. The toilets and urinals shall not be used for any
purposes other than those for which they were constructed, and no substance of
any kind shall be thrown therein. Waste and excessive or unusual use of water
shall not be allowed.
E. Tenant shall not use any apparatus, machinery or
device in or about the Premises that will make any objectionable noise or
vibration, and Tenant shall not connect any apparatus, machinery or device with
electric wires to water pipes or air conditioning ducts without the prior
written consent of Landlord.
F. Electrical wiring of every kind shall be introduced
and connected only as directed by Landlord, and no boring or cutting for wires
shall be allowed except with the prior consent of Landlord. All telephones,
telephone call boxes, telephone cables and other related equipment shall be
installed and located in such manner as is directed by Landlord.
G. Landlord's approval of the weight, size and location
of all heavy equipment to be brought into the Building must be obtained prior to
the same being brought into the Building, and all such property shall be moved
into or out of the Building only during such time or times and at such entrances
as may be designated by Landlord or Landlord's Agent. Further, all such moving
must be done by professional bonded movers under the supervision of Landlord.
Landlord shall not be responsible for any loss or damage to any such property
from any cause, but all damage caused to such Building in the moving or
maintaining of any such property shall be at the expense of Tenant
H. No tenant shall cause or permit any unusual or
objectionable odors to escape from the Premises. The Premises shall not be used
for lodging or sleeping or for any immoral or illegal purposes. No tenant shall
make, or permit to he made, any unseemly or disturbing noises, sounds or
vibrations, or otherwise disturb or interfere with occupants of the Building or
those having business with them. No tenant shall throw anything out of doors or
in the corridors, stairways or in other common areas.
I. No additional lock or locks shall be placed on any
door in the Building of which the Premises is a part without Landlord's prior
written consent. Two keys to the Premises shall be furnished by Tenant to
Landlord and all such keys shall at all times remain the property of Landlord.
J. All removals or deliveries of freight must take place
during normal business hours and in the locations designated by Landlord from
time to time.
K. All vehicles must be parked in striped, designated,
parking areas. In order to keep all required fire lanes open, to protect persons
and property from injury or damage due to fire or other casualty, to avoid
unreasonably interfering with the rights of Landlord and other tenants within
the Building, and such other tenants' Invitees, to keep all driveways, aisles,
entry ramps, roadways, sidewalks and parking areas available for their
16
intended uses, to provide suitable parking for visitors and the disabled, and to
not unreasonably interfere with anyone's ingress and egress to the Building,
Tenant agrees to restrict the parking of its motor vehicles and the motor
vehicles of all of its Invitees to only those striped, designated parking areas
provided for the Building, so that all roadways, driveways, aisles, entry ramps,
sidewalks and pedestrian passageways shall remain open and unobstructed at all
times for their intended use, and that those parking spaces designated as
reserved for visitors and the disabled will be available to and used only by
those for whom they are intended. Tenant shall not park any vehicles in any
parking lot overnight, unless the owner of such car is then within the Building,
without Landlord's prior consent. Should a motor vehicle be parked by Tenant or
by any of its invitees other than in such designated parking areas, or overnight
without Landlord's consent, or otherwise fail to be in compliance with all
applicable rules and regulations, Landlord may remove or cause the removal of
such vehicle from the Property at the cost of the owner thereof, and Landlord
shall not be liable to Tenant or any of its Invitees or any other person for any
loss or damage which may result therefrom.
L. Sidewalks and pedestrian plazas are provided for
ingress to and egress from parking areas and building(s). Tenant and Tenant's
agents, employees, customers, guests, licensees and Invitees are required to use
them at all times and shall not walk on the grass or over plant beds.
M. No explosives, firearms, flammables or hazardous
substances of any kind shall be brought into the Building or the Premises.
N. No refuse or garbage will be stored anywhere except
inside the Premises or in areas designated by Landlord.
O. Tenant shall comply with all covenants, conditions,
restrictions, declarations and similar encumbrances which affect the Building
and the Common Areas.
Landlord reserves the right to establish and enforce
additional rules and regulations and to modify existing rules and regulations
for rise safety, maintenance, repair and cleanliness of the Building and the
Common Areas, and for the preservation of good order therein, and Tenant agrees
to comply with and abide by all such further rules and regulations. Landlord
further reserves the right to establish, modify and enforce the roles and
regulations as to the parking areas and other Common Areas and Tenant agrees to
comply with and abide by the same.
17
