LEASE AGREEMENT
This lease agreement, dated as of the 28th day of April, 1995, by and
between G. D. Package Machinery, Inc., hereinafter referred to as "Landlord",
and ITI Technologies, Inc., hereinafter referred to as "Tenant".
Witnesseth, that for and in consideration of the rent hereafter
reserved, and the covenants contained herein, the parties hereby agree as
follows:
1. LEASE PREMISES.
Landlord hereby leases to Tenant the premises situated in the County of
Chesterfield, Virginia, known and described as follows: a portion of that
development known as Southport Corporate Center and located at 000
Xxxxxxxxx Xxxxxxxxx. Said Premises contains approximately 2,725 square feet
of office/warehouse space. Said premises are outlined in red on Exhibit "A"
site plan, which is attached hereto and made a part hereof, hereinafter
referred to as the "Premises".
2. TERM AND POSSESSION.
2.1 TERM. The term of this Lease shall be for thirty six (36) months
commencing on June 1, 1995 and ending on May 30, 1998 unless sooner
terminated pursuant to any provision hereof.
2.2 DELAY IN POSSESSION. Notwithstanding said commencement date, if for any
reason Landlord cannot deliver possession of the Premises to Tenant on said
date, Landlord shall not be subject to any liability therefor, nor shall
such failure affect the validity of this Lease or the obligations of Tenant
hereunder or extend the term hereof, but in such case, Tenant shall not be
obligated to pay rent until possession of the Premises is tendered to
Tenant, provided, however, that if Landlord shall not have delivered
possession of the Premises within sixty (60) days from said commencement
date, Tenant may, at Tenant's option, by notice in writing to Landlord
within ten (10) days thereafter, cancel this Lease in which event the
parties shall be discharged from all obligations hereunder; provided
further, however, that if such written notice of Tenant is not received by
landlord within said ten (10) day period, Tenant's right to cancel this
Lease hereunder shall terminate and be of no further force or effect.
2.3 EARLY POSSESSION. If Tenant occupies the Premises prior to said
commencement date, such occupancy shall be subject to all provisions
hereof, such occupancy shall not advance the termination date, and Tenant
shall pay rent for such period at the rate of the "basic monthly rental"
set forth below.
3. RENT.
3.1 RENT. Tenant shall pay to Landlord as rent for the Premises as follows:
PERIOD MONTHLY
------ -------
June 1, 1995 - May 30, 1996 $1,325.00
June 1, 1996 - May 30, 1997 $1,365.00
June 1, 1997 - May 30, 1998 $1,406.00
Rent shall be payable without deduction or demand, in equal monthly
installments as herein stated and hereinafter referred to as the "basic
monthly rental", in advance on the first day of each calendar month during
the term hereof, the first installment payable upon execution of this Lease
and the remaining installments payable on the first day of each month
during the said term to and at the office of G. D. Package Machinery, Inc.,
000 Xxxxxxxxx Xxxx., Xxxxxxxx, XX 00000, or at such other place as Landlord
may from time to time designate to Tenant in writing. Rent checks shall be
made payable to G. D. Package Machinery, Inc. Should the term of this Lease
commence on a day other than the first day of a calendar month, the parties
agree that rental for the first month of the term shall be pro-rated and
rent for the remaining months shall be due and payable on the first of the
month as provided above.
3.2 LATE CHARGE. Tenant hereby recognizes and acknowledges that if rental
or other payments are not received when due, Landlord will suffer damages
and additional expense thereby and Tenant therefore agrees, in addition to
such other remedies as are available to Landlord, to pay as additional rent
(if not waived by Landlord) a late charge equal to five percent (5%) of any
sum due hereunder which is not paid within seven (7) days or its due date.
Furthermore, Landlord or Agent shall have the right to require that rental
payments be made by certified or cashier's check.
4. SECURITY DEPOSIT.
Tenant shall deposit with Landlord, upon execution hereof, One Thousand
Three Hundred Twenty Five and No/100 Dollars ($1,325.00) as security for
the faithful performance of Tenant's obligations hereunder. The conditions
under which Landlord will hold (and be obligated subsequently to return)
the security deposit are as follows:
a. Full term of Lease has expired.
b. Tenant has given Landlord at least sixty (60) days' written notice
that it will vacate the Premises.
c. Tenant does vacate the Premises at the termination of Lease and
returns keys thereto.
d. Premises, inside and out, are left in "broom clean" condition and
undamaged (except ordinary wear and tear).
e. That there are no unpaid late charges, delinquent rent, court costs
or attorneys fees or other monies owed by Tenant to Landlord.
If Tenant has complied with each of the above requirements, Landlord agrees
that said security deposit will be returned. No interest shall be paid on
the security deposit and Tenant shall not offset any payment due hereunder
by the security deposit or any part thereof. If Tenant violates any of the
above requirements, Landlord may apply a part of, or all of the security
deposit to cover the cost of expense incurred or deficiency existing in any
monies due to the Landlord for failure to comply with the provisions of
this Lease and the matters as set forth in paragraph 4(a) through (e) and
the Landlord shall have the right to proceed with any other legal or
equitable remedies available to it.
5. USE
The Premises shall be used and occupied only for general office/warehouse
purposes as allowed in the Chesterfield County M-1 Zoning classification
and for no other purpose.
6. UTILITIES.
Tenant agrees to pay when due all utility charges incurred in connection
with its use and occupancy of the Premises, including, but not limited to,
electricity, fuel, gas and telephone (including equipment and installation
charges) and to immediately transfer all utility accounts into its own name
at the commencement of the term of this Lease (or whenever Tenant occupies
the Premises, if such occupancy is prior to the commencement of this
Lease).
7. CONDITION OF PREMISES.
7.1 PREMISES NOT NEW. Landlord shall paint and carpet the office area and
install a doorless passageway between the office area and the warehouse
area, otherwise, the Landlord shall deliver the Premises to Tenant "as is"
on the commencement of the term and Landlord agrees that the heating,
plumbing, and electrical systems, as well as the air conditioning, will be
in good working order and condition at the commencement of the term, or
that Landlord will promptly, and at Landlord's expense, place same in good
working order and condition if, but only if, within thirty (30) days after
the commencement of the initial season during which the heating and air
conditioning systems would normally be used, Tenant shall promptly give
Landlord written notification of any defect in any such system which shall
not have been caused by the fault or neglect of the Tenant. Upon tender by
Landlord to Tenant of the above-mentioned equipment in good working order,
Tenant shall thereafter be solely responsible for all maintenance, repairs
and/or replacements required therefor during the term of this Lease as
provided in Paragraph 8.2 below.
7.2 ACCEPTANCE OF PREMISES. Except as otherwise provided in this Lease,
Tenant hereby accepts the Premises in their condition existing as of the
Lease commencement date or the date that Tenant takes possession of the
Premises, whichever is earlier, subject to all applicable zoning,
municipal, county and state laws, ordinance and regulations governing and
regulating the use of the Premises, and any easements, covenants,
restrictions or other matters of record, and accepts this Lease subject
thereto and to all matters disclosed thereby and by any exhibits attached
hereto. Tenant acknowledges that neither Landlord nor Landlord's agent has
made any representation or warranty as to the present or future suitability
of the Premises for the conduct of Tenant's business.
8. MAINTENANCE AND REPAIRS.
8.1 STRUCTURAL MAINTENANCE. Landlord shall be solely responsible for and
shall maintain in good condition and repair the roof, foundation, exterior
walls, as well as the underground pipes and conduits,: and Landlord shall
make all repairs becoming necessary by reason of any structural defect in
the Premises; provided, however, that Landlord shall not be required to
make any repairs necessitated by reason of any act or omission by Tenant,
its employees, agents, licensees, invitees or anyone entering the Premises
by force, but if Landlord does make any such repairs, Tenant agrees to
promptly, upon demand, reimburse Landlord for the full costs thereof. That
no liability shall be imposed on the Landlord because of any injury or
damage to personal property, or because of any interference with the
services and facilities listed above, caused by accidents or repairs,
riots, strikes, or any other reason beyond the control of the Landlord, and
that the Landlord shall be under no duty to restore any of such services
and facilities or to make any of the repairs for which the Landlord is
obligated, except after receipt of written notice from the Tenant of a need
therefore, and there shall be a reasonable period of time within which the
Landlord may make such repairs.
8.2 OTHER MAINTENANCE AND REPAIRS. Except as otherwise expressly provided
in Paragraph 8.1, Tenant shall, at its own expense, during the full term of
this Lease, keep the Premises in good order and condition, and make all
repairs and do all acts of maintenance becoming necessary in, upon or about
the Premises, including specifically but not being limited to the doors sad
door jambs, both inside and outside, loading docks, windows and window
casings and xxxxx, both inside and outside, and plate or other glass
windows and doors, and to make, at Tenant's expense, all repairs and to do
all acts or maintenance becoming necessary during the term of the Lease and
to replace all worn out and broken parts of the heating, plumbing and
electrical systems and equipment as well as the air conditioning and to
enter into a service contract on behalf of Tenant only, for the regular
maintenance of the heating system and air conditioning. All plate glass and
other glass which may be damaged or broken shall be replaced by Tenant, at
Tenant's expense with glass of the same kind and quality as that which may
be damaged within 24 hours of such damage.
9. ALTERATIONS.
9.1 INSTALLATION. Tenant shall not make any alterations, additions,
modifications or improvements to the Premises without the prior written
consent of the Landlord, which consent will not be unreasonably withheld,
and with the consent of any mortgagee or underlying lessor to the extent
required. If Tenant desires to make any such alterations, etc., plans for
same shall first be submitted to and approved by Landlord and same shall be
done by Tenant, at its own expense, and Tenant agrees that all such work
shall be done in a good and workmanlike manner and in accordance with
applicable laws and regulations, that the structural integrity of the
building shall not be impaired, that no liens shall attach to the Premises
by reason thereof, and that Tenant will secure all necessary permits
pertaining to the aforementioned alterations.
9.2 OWNERSHIP AND REMOVAL. The alterations, additions, modifications and
improvements referred to in Paragraph 9.1, and consented to in writing by
Landlord, shall become part of the real property as soon as they are
affixed thereto; however, Landlord may, at Landlord's option, require that
Tenant remove all or any part of said alterations prior to the expiration
of the Lease Term. If Landlord so requires, Tenant agrees at its own
expense, to remove same and to restore the Premises to their original
condition, reasonable wear and tear excepted.
10. HAZARDOUS STORAGE.
Tenant agrees that it will not store gasoline or other explosive, flammable
or toxic material in the Premises or do anything which may cause Landlord's
insurance company to void the policy covering the Premises or to increase
the premium thereon, and that Tenant will immediately conform to all rules
and regulations from time to time established by the Landlord's insurance
company or insurance rating bureau.
11. INSURANCE.
11.1 FIRE INSURANCE. Tenant agrees, in addition to the provisions of
Paragraph 10, that it will not do anything that will cause Landlord's
insurance against loss by fire or other hazards, as well as public
liability insurance, to be canceled or that will prevent Landlord from
procuring same in acceptable companies and at standard rates. Tenant will
further do everything reasonably possible and consistent with the conduct
of Tenant's business, to enable Landlord to obtain the lowest possible
rates for insurance on the Premises. If the cost to Landlord of obtaining
insurance on the Premises (or the building in which the Premises are
located) is increased above the first year due to the Tenant's occupancy
thereof or any increase in rate or value of the Premises, Tenant agrees to
pay, promptly upon demand, as additional rental, any such increase.
11.2 LIABILITY INSURANCE AND INDEMNIFICATION OF LANDLORD. Landlord and
Agent shall not be liable to Tenant for and Tenant does hereby release
Landlord and Agent and their respective agents and employees from liability
for any injury, loss or damages to the Tenant or to any other person or
property occurring upon the Premises or the approaches thereto or the
parking facilities in or adjacent thereto from any cause. Tenant agrees to
indemnify and save the Landlord harmless against and from any and all
liability, damages, expenses, including reasonable attorneys' fees, claims
and demands of every kind, that may be brought against it, for or on
account of any damages, loss or injury to persons or property in or about
the Premises during the term of this Lease, or during any occupancy by
Tenant prior to the commencement of this Lease. Tenant further agrees to
carry, at its own expense, at all times, during the term hereof, public
liability insurance, in a form and with a company satisfactory to
Landlord's bodily injury and property damage combined single limit policy
of at least $1,000,000 or in such greater amounts as Landlord may from time
to time reasonably require. Tenant shall also carry, at its own expense,
plate glass insurance, where appropriate. All such policies shall name the
Tenant, the Landlord and Agent, as parties insured and shall contain a
provision that the same may not be canceled without giving the Landlord and
the Agent at least thirty (30) days' prior written notice. In addition,
such policies or certificates evidencing that such policies are in effect,
shall be delivered to Landlord and Agent at the commencement of the term
hereof and renewals shall be delivered at least ten (10) days prior to the
expiration or cancellation of any such policy.
12. PERMITS - COMPLIANCE WITH LAWS.
12.1 COMPLIANCE WITH LAWS. Tenant shall thereafter promptly comply with all
statutes, laws, ordinances, orders, rules, regulations and requirements of
the Federal, State and local governments and of the Board of Fire
Underwriters applicable to Tenant's use of the Premises, for the
correction, prevention and abatement of nuisances or violations in, upon or
connected with the Premises during the term of this Lease. Tenant shall not
use nor permit the use of the Premises in any manner that will tend to
create waste or a nuisance or, if there shall be more than one tenant in
the building containing the Premises, shall tend to disturb such other
tenants.
13. ASSIGNMENT AND SUBLETTING.
Tenant agrees that it will not transfer, assign or sublet the Premises, in
whole or in part, without Landlord's prior written consent. Landlord agrees
that it will not arbitrarily withhold its consent, but if such consent is
given, Tenant shall not be relieved from any liability under this Lease.
Tenant further agrees that if it wishes to assign this Lease or sublet more
than 25% of the Premises, it will first notify Landlord in writing, and
Landlord may, by written notice to Tenant within thirty (30) days after
receipt of Tenant's notice, cancel this Lease, in which event Landlord
shall release Tenant as to liability arising under this Lease after the
date of cancellation. Consent by Landlord to any assignment or subletting
shall not constitute a waiver of the necessity for such consent to any
subsequent assignment or subletting. This prohibition against assigning or
subletting shall be construed to include a prohibition against any
assignment or subletting by operation of law.
14. SUBORDINATION.
Unless otherwise provided in the applicable instrument, Tenant accepts this
Lease, and the tenancy created hereunder, subject and subordinate to any
underlying leases, mortgages, deeds of trust, leasehold mortgages or other
security interests now or hereafter a lien upon or affecting the Premises
or any part thereof. Tenant shall, at any time hereafter, on request
execute any instruments that may be required by any mortgage, mortgagee,
deed of trust, trustee, or underlying owner or Landlord hereunder to
subordinate Tenant's interest hereunder to the lien of any such mortgages,
deed or deeds of trust or underlying lease, and the failure of Tenant to
execute any such instruments, leases or documents shall constitute a
default hereunder.
15. ATTORNMENT AND NON-DISTURBANCE.
Tenant agrees that upon any termination of Landlord's interest in the
Premises, Tenant will, upon request, attorn to the person or organization
then holding title to the reversion of the Premises (the "Successor") and
to all subsequent Successors, and shall pay to the Successor all rents and
other monies required to be paid by the Tenant hereunder and perform all of
the other terms, covenants, conditions and obligations contained in this
Lease, provided, however, that Tenant shall not be so obligated to attorn
unless, if Tenant shall so request in writing, such Successor will execute
and deliver to Tenant an instrument wherein such Successor agrees that so
long as Tenant performs all of the terms, covenants and conditions of this
Lease, Tenant's possession of the Premises under the provisions of this
Lease shall not be disturbed by any such Successor.
16. TAX ESCALATION.
Tenant agrees to pay its proportionate share (which is hereby agreed to be
5%) if any increase in real estate taxes in excess of taxes paid or which
the Landlord is obligated to pay for the calendar year 1995, upon the
Premises or the tax parcel of which the Premises are a part, whether such
increase shall be caused by an increase in the assessed value of the land
and the improvements, or by increase in the tax rate, or otherwise. Such
additional tax shall be payable as additional rental hereunder in one lump
sum within fifteen (15) days after Landlord's demand therefor. Such
payments shall be pro-rated in the event Tenant occupies the Premises for
less than the applicable full tax year. A tax xxxx issued by the
appropriate government authorities shall be accepted as conclusive evidence
of the amount of said real estate taxes.
17. PROPERTY LOSS OR DAMAGE.
17.1 Tenant hereby expressly agrees that Landlord and Agent shall not be
responsible in any manner for and does hereby release Landlord and Agent
and their respective agents and employees from any and all liability for
any damage or injury directly or indirectly caused by (i) dampness or
water, whether due to a break or leak in any part of the roof, heating,
plumbing, sprinkler or other system within the Premises, or in the building
in which the Premises are located, no matter how caused; (ii) theft; (iii)
fire or other casualty; (iv) any other cause whatsoever.
17.2 Subject to the provisions of paragraph 17.1, Landlord shall not be
liable for damage or injury to person or property of Tenant or of any other
person or business unless notice in writing of any defect (a) which
Landlord has under the terms of this Lease the duty to correct and (b)
which has caused such damage or injury, shall have been given in sufficient
time before the occurrence of such damage or injury reasonably to have
enabled Landlord to correct such defect, and even then only if such damage
or injury is due to Landlord's negligence.
18. TENANT'S FAILURE TO PERFORM.
In the event that Tenant fails, after fifteen (15) days' written notice
from Landlord, to keep the Premises in good state of condition and repair,
or to commence and continuously make required repairs, or to do any act or
make any payment or perform any term or covenant on Tenant's part required
under this Lease or otherwise fails to comply herewith, Landlord may (at
its option, but without being required to do so) immediately, or at any
time thereafter and without notice perform the same for the account of
Tenant (including entering the Premises at all reasonable hours to make
repairs and do any act or make any payment which Tenant has failed to do),
and if Landlord makes any expenditures, or incurs any obligations for the
payment of money in connection therewith, including, but not limited to,
attorneys' fees in instituting prosecuting or defending any action or
proceeding, such sums paid or obligations incurred, with interest at the
rate of twelve percent (12%) per annum and costs, shall be deemed to be
additional rent hereunder and shall be paid by Tenant to Landlord within
five (5) days of rendition of any xxxx or statement to Tenant therefor. All
rights given to Landlord in this section shall be in addition to any other
right or remedy of Landlord herein contained.
19. LANDLORD'S RIGHT TO ENTER AND SHOW PREMISES.
19.1 LANDLORD'S RIGHT TO INSPECT AND REPAIR. Tenant agrees to permit
Landlord or Agent to enter the Premises at any reasonable time for the
purpose of determining the condition of the Premises and making repairs
thereto, as provided above in Paragraph 17.
19.2 LANDLORD'S RIGHT TO SHOW PREMISES. Tenant agrees that Landlord may
show prospects through the premises during normal business hours and,
within the last six months of the lease term, display a "For Lease" or "For
Sale" sign on the Premises.
20. SURRENDER AT END OF TERM.
Except as otherwise provided in Paragraph 9.2, Tenant shall vacate the
Premises at the expiration or other termination of this Lease and shall
remove all goods and effects not belonging to Landlord and shall surrender
possession of the Premises and all fixtures and systems thereof in good
repair, reasonable wear and tear excepted. If Tenant shall fail to perform
any of the foregoing obligations, Landlord is hereby expressly authorized
to do so on Tenant's behalf and Landlord may sell such articles on the
Premises as Landlord in its sole discretion deems saleable, and may dispose
of others in any manner which it chooses. The proceeds of any such sale
shall be applied toward the expenses thus incurred and any sums due under
this Lease, and Tenant will receive net proceeds, if any, and agrees to pay
any remaining balance promptly.
21. HOLDING OVER.
If Tenant shall not immediately surrender possession of the Premises at the
termination of this Lease, Tenant shall become a month-to-month tenant upon
the provisions of this Lease except the rate of the basic monthly rental
shall be one and one half times the basic monthly rental applicable just
prior to termination of this Lease, said rental to be payable in advance;
but unless Landlord elects to accept such rental from Tenant, the Landlord
shall continue to be entitled to re-take possession of the Premises without
any prior notice to Tenant. If the Tenant shall fail to surrender
possession of the Premises immediately upon the expiration of the term
hereof, the Tenant hereby agrees that all of the obligations of the Tenant
and all rights of the Landlord applicable during the term of this Lease
shall be equally applicable during such period of subsequent occupancy,
whether or not a month-to-month tenancy shall have been created as
aforesaid. Tenant further agrees that it shall be liable for any damages
suffered by Landlord by reason of Tenant's failure to immediately surrender
the Premises.
22. DESTRUCTION - FIRE OR OTHER CASUALTY.
In case of partial damage to the Premises by fire or other casualty,
insured against by Landlord, Tenant shall give immediate notice thereof to
Landlord, and Landlord, to the extent that insurance proceeds respecting
such damage are subject to and, in fact, are under the control and use of
Landlord, shall thereupon cause such damage to all property owned by
Landlord to be repaired with reasonable speed at the expense of Landlord,
due allowance being made for reasonable delay which may arise by reason of
adjustment of loss under insurance policies on the part of Landlord and/or
Tenant, and for reasonable delay on account of "labor troubles" or any
other cause beyond Landlord's control, and to the extent that the Premises
are rendered untenantable, the rent shall proportionately xxxxx, provided
the damage above mentioned occurred without the fault or neglect of Tenant,
those employing or retaining the services of Tenant, Tenant's servants,
employees, agents, contractors, licensees, invitees or visitors. But if
such partial damage is due to the fault or neglect of Tenant or any of
other said persons, the damage may be repaired by Landlord at Tenant's
expense and there shall be no apportionment or abatement of rent. In the
event the damage shall be so extensive to the Premises as to render it
uneconomical, in Landlord's opinion, to restore for the use of Tenant, as
specified in Paragraph 5 hereof, or Landlord shall decide not to repair or
rebuild the Premises, this Lease, at the option of Landlord, shall be
terminated upon written notice to Tenant and the rent shall, in such event,
be paid to or adjusted as of the date of such damage, and the terms of this
Lease shall expire by lapse of time upon the third day after such notice is
mailed, and Tenant shall thereupon vacate the Premises and surrender the
same to Landlord, but no such termination shall release Tenant from any
liability to Landlord arising from such damage or from any breach of the
obligations imposed on Tenant hereunder.
23. EMINENT DOMAIN.
If the entire Premises shall be substantially taken (either temporarily or
permanently) for public purposes, or in the event Landlord shall convey or
lease the Premises to any public authority under threat or condemnation or
taking, the rent shall be adjusted to the date of such taking or leasing or
conveyance, and this Lease shall thereupon terminate. If only a portion of
the Premises shall be so taken, leased or condemned, and a result of such
partial taking, Tenant is reasonably able to use the remainder of the
Premises for the purposes intended hereunder, then this Lease shall not
terminate, but, effective as of the date of such taking, leasing or
condemnation, the rent hereunder shall be abated in any amount thereof
proportionate to the area of the Premises so taken, leased or condemned.
If, following such partial taking, Tenant shall not be reasonably able to
use the remainder of the premises for the purposes intended hereunder, then
this Lease shall terminate as if the entire Premises had been taken, leased
or condemned. In the event of a taking, lease or condemnation as described
in this Paragraph, whether or not there is a termination hereunder, Tenant
shall have no claim against Landlord other than an adjustment of rent, to
the date of taking lease or condemnation, and Tenant shall not be entitled
to any portion of any amount that may be awarded as damages or paid as a
result or in settlement of such proceedings or threat.
24. DEFAULTS - REMEDIES.
The occurrence of any one or more of the following events shall constitute
a material default and breach of this Lease by Tenant:
(a) The vacating or abandonment of the Premises by Tenant.
(b) The failure by Tenant to make any payment of rent or any other
payment required to be made by Tenant hereunder, as and when due.
(c) The failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed
by Tenant other than described in Paragraph (b) hereinabove, where
such failure shall continue for a period of five (5) days after
written notice thereof from Landlord to Tenant; provided, however,
that if the nature of the Tenant's default is such that more than
five (5) days are reasonably required for its cure, then Tenant
shall not be deemed to be in default if Tenant commences such cure
within said five (5)day period and thereafter, diligently prosecutes
such cure to completion.
(d) The making by Tenant of any general assignment or general
arrangement for the benefit of creditors, filing by or against
Tenant under any law relating to bankruptcy (unless in the case of a
petition filed against Tenant, the same is dismissed within sixty
(60) days), the appointment of a Trustee or receiver to take
possession of substantially all of the Tenant's assets located in
the Premises or the Tenant's interest in this Lease where possession
is not restored to Tenant within thirty (30) days or the attachment,
execution of other judicial seizure of substantially all of Tenant's
assets located at the premises or Tenant's interest in this Lease,
where such seizure is not discharged within thirty (30) days.
In the event of such material default or breach by Tenant, Landlord may at
any time hereunder, with or without notice or demand, without limiting
Landlord in the exercise of any other right or remedy which Landlord may
have hereunder or pursuant to applicable law by reason of such default or
breach, proceed in the following manner:
Notwithstanding that Landlord prior to such breach or default shall have
received rent or any payment, however designated, for the use of the
Premises from or on behalf of Tenant or from any other person and
regardless of and notwithstanding the fact that Landlord has or may have
some other remedy under this Lease or by virtue hereof or by law or in
equity, Landlord may immediately or at any time after any of such breach or
default give to Tenant a notice of termination of this Lease, and, upon the
giving of such notice, this Lease and the term and estate hereby granted
shall expire and terminate upon the day so specified in such notice as
fully and completely and with the same force and effect as if the day so
specified were the date hereinbefore fixed for the normal expiration of the
term of this Lease and all rights of Tenant under this Lease shall expire
and terminate, but Tenant shall remain liable for damages as hereinafter
provided.
Upon any such termination of this Lease, Tenant shall peaceably quit and
surrender the Premises to Landlord, and Landlord may, without further
notice, enter upon, re-enter, possess and repossess itself thereof, by
force, summary proceeding, ejectment, unlawful detainer, or otherwise, and
may dispossess and remove Tenant and all other persons and property from
the Premises, and may have, hold and enjoy the Premises and the right to
receive all rental and other income of and from the same. No re-entry by
Landlord shall be deemed an acceptance of a surrender of this Lease.
It is covenanted and agreed by Tenant that in the event of the termination
of this Lease or of re-entry by Landlord, under any provisions of this
Section or pursuant to law by reason of default hereunder on the part of
Tenant, Tenant will pay to Landlord, as damages, at the election of
Landlord, either:
(a) a sum which at the time of such termination of this Lease represents
the excess, if any, of:
(i) the aggregate basic rental, additional rental and any other
sums which would have been payable by Tenant for the period
commencing with such termination of this Lease and ending with
the date hereinabove set for the normal expiration of the full
term hereby granted had this Lease not so terminated or had
Landlord not so re-entered the Premises,
or
(ii) the aggregate rental value of the Premises (as determined by a
M.A.I. appraiser selected by Landlord) for the same period;
or
(b) sums equal to the basic rental, additional rental and any other sums
which would have been payable by Tenant had this Lease not so
terminated, payable upon the days specified herein following such
termination or such re-entry and until the date hereinabove set for
the normal expiration of the full term hereby granted, provided,
however, that if Landlord shall re-let the Premises during said
period (it being understood that Landlord has no obligation to do
so), Landlord shall credit Tenant with the net rents, if any,
received by Landlord from such re-letting, the expenses incurred or
paid by Landlord in terminating this Lease or of re-entering the
Premises and of securing possession thereof, as well as the expenses
of re-letting, including altering and preparing the Premises for new
tenants, brokers' commissions and all other expenses chargeable
against the Premises and the rental therefrom; but in no event shall
Tenant be entitled to receive any excess of such net rents over the
sums otherwise payable by Tenant to Landlord hereunder.
Suit or suits for the recovery of such damages, or any installments
thereof, may be brought by Landlord from time to time at its
election, and nothing contained herein shall be deemed to require
Landlord to postpone suit until the date when the term of this Lease
would have expired if it had not been terminated under the
provisions of this paragraph, or under any provisions of law, or had
Landlord not re-entered the Premises. Landlord shall also be
entitled to collect from Tenant any attorney's fees arising out of
Tenant's default hereunder. Landlord shall also be entitled to such
other remedies as may be available at law or in equity in the event
of default by Tenant hereunder.
Tenant, for Tenant, and on behalf of any and all persons claiming by,
through or under Tenant, including creditors of all kind, does hereby waive
and surrender all right and privilege which they or any of them might have
under or by reason of any present or future law to redeem the Premises or
to have a continuance of this Lease for the term hereby demised after being
dispossessed or ejected therefrom by process of law or under the terms of
this Lease or after the termination of this Lease as herein provided.
25. SEVERAL LIABILITY.
If the Tenant shall be one or more individuals, corporations or other
entities, whether or not operating as a partnership or joint venture, then
each such individual, corporation, entity, joint venture or partner shall
be deemed to be both jointly and severally liable for the payment of the
entire rent and other payments specified herein and all other duties and
obligations of Tenant hereunder.
26. ESTOPPEL CERTIFICATES.
Tenant agrees at any time and from time to time upon five (5) days' prior
notice by Landlord to execute, acknowledge and deliver to Landlord a
statement in writing certifying that this Lease is unmodified and in full
force and effect (or if there have been modifications, that the same is in
full force and effect as modified and stating the modifications) and the
dates to which the rent and other charges have been paid in advance, if
any, and stating whether or not, to the best knowledge of the signer of
such certificate, Landlord is in default in performance of any covenant,
agreement or condition contained in this Lease and, if so, specifying each
such default of which the signer may have knowledge, and such other matters
as Landlord may request, it being intended that any such statement
hereunder may be relied upon by any third part not a party to this Lease.
27. NOTICES.
Any notices required to be served in accordance with the terms of this
Lease shall be in writing and served by registered or certified mail, or
delivered in person and duly acknowledged, as follows:
To Tenant: Xxxx Xxxxxxxx
ITI Technologies, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx Xx. Xxxx, XX 00000
To Landlord: G. D. Package Machinery, Inc.
000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Either party may at any time designate by written notice to the other a
change in the above addresses or addressees. All notices, demands and
requests which shall be served by registered or certified mail in the
manner aforesaid shall be deemed sufficiently served or given for all
purposes hereunder at the time such notice, demand or request shall be
mailed by United States registered or certified mail as aforesaid in any
Post Office or Branch Post Office regularly maintained by the United States
Government.
28. SEPARABILITY.
If any term or provision of this Lease or the application thereof to any
person or circumstances shall, to any extent, be invalid or unenforceable,
the remainder of this Lease or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term and provision of
this Lease shall be valid and enforceable to the fullest extent permitted
by law.
29. CAPTIONS.
All headings in this Lease are intended for convenience of reference only
and are not to be deemed or taken as a summary of the provisions to which
they pertain or as a construction thereof.
30. SUCCESSORS AND ASSIGNS.
Except as otherwise provided, the covenants, conditions and agreements
contained in this Lease shall bind and inure to the benefit of Landlord and
Tenant, and their respective heirs, distributees, executors,
administrators, successors and assigns.
31. GOVERNING LAW.
This Lease was made in the state of Virginia and shall be governed by and
construed in all respects in accordance with the laws of the State of
Virginia.
32. INCORPORATION OF PRIOR AGREEMENTS.
This Lease contains all agreements of the parties with respect to any
matters contained herein. No prior agreement or understanding pertaining to
any such matter shall be affected. This Lease may be modified only in
writing and signed by the parties in interest at the time of the
modification.
33. CUMULATIVE REMEDY.
No remedy or election hereunder shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or in
equity.
34. AGENCY.
The Landlord, in appointing XXXXXX X. XXXXXXXXX, INC., as its Agent herein
does so for and in consideration of its services in securing the Tenant
herein and the negotiation of the Lease, and agrees to pay said Agent a
commission as set forth below:
Four percent (4%) of the annual base rent of the initial term of the Lease
shall be payable to XXXXXX X. XXXXXXXXX, INC., upon commencement of the
Lease. There shall be NO commissions paid on any extensions or renewals of
the Lease.
35. ATTORNEY'S FEES.
If Landlord or Tenant shall bring action against the other to enforce the
terms hereof or declare rights hereunder, and prevails in any such action,
the other party shall pay the attorney's fees incurred by the prevailing
party.
36. AUCTIONS.
Tenant shall not conduct, nor permit to be conducted, either voluntarily or
involuntarily, any auction upon the Premises without first having obtained
Landlord's prior written consent. Notwithstanding anything to the contrary
in this lease, Landlord shall not be obligated to exercise any standard of
reasonableness in determining whether to grant such consent.
37. RECORDING.
Either Landlord or Tenant shall, upon request of the other, execute,
acknowledge and deliver to the other a "short form" memorandum of this
lease suitable for recording purposes.
38. EASEMENTS.
Landlord reserves to itself the right, from time to time to grant such
easements, rights and dedications that Landlord deems necessary or
desirable, and to cause the recordation of Subdivision Maps and
restrictions, so long as such easements, rights, dedications, Maps and
restrictions do not unreasonably interfere with the permitted use of the
Premises by Tenant. Tenant shall sign any of the aforementioned documents
upon request of Landlord and failure to do so shall constitute a material
breach of this Lease.
39. RULES AND REGULATIONS.
Tenant shall faithfully observe and comply with the Rules and Regulations
set forth in Exhibit "B", which is attached hereto and made a part hereof.
Landlord may, from time to time, delete or modify existing Rules and
Regulations or adopt new Rules and Regulations for use, safety, cleanliness
and care of the Premises, the Southport Corporate Center, and the comfort,
quiet and convenience of occupants of Southport Corporate Center.
Modifications or additions to the Rules and Regulations will be effective
upon notice to the Tenant from Landlord. Landlord shall not be responsible
to Tenant for non-performance of any such Rules and Regulations by any
other tenant of Southport Corporate Center. In the event of any conflict
between the provisions of the Lease and the Rules and Regulations, the
provisions of the Lease shall govern.
40. AUTHORITY.
If Tenant is a corporation, trust, or general or limited partnership, each
individual executing this Lease on behalf of such entity represents and
warrants that he or she is duly authorized to execute and deliver this
Lease on behalf of said entity. If Tenant is a corporation, trust or
partnership, Tenant shall, within thirty (30) days after execution of this
Lease, deliver to Landlord evidence of such authority satisfactory to
Landlord.
41. MISCELLANEOUS.
(a) As used in this Lease, and where the context requires: (1) the
masculine shall be deemed to include the feminine and neuter and
vice-versa; and (2) the singular shall be deemed to include the
plural and vice-versa.
(b) Landlord and Tenant do hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto
against the other on any matters whatsoever arising out of or in any
way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, and/or any claim
of injury or damage, and any emergency statutory or any other
statutory remedy.
(c) Tenant covenants and agrees that it shall not inscribe, affix, or
otherwise display signs, advertisements or notices in, on, upon or
behind any windows or on any door, partition or other part of the
interior or exterior of the building without the prior written
consent of the Landlord. If such consent be given by Landlord, any
such sign, advertisement or notice shall be inscribed, painted or
affixed by Landlord, or a company approved by Landlord, but the cost
of same shall be charged to and be paid by Tenant, and Tenant agrees
to pay the same promptly, on demand.
(d) Tenant covenants and agrees that it shall not attach or place
awnings, antennas or other projections to the outside walls or any
exterior portion of the building. No curtains, blinds, shades or
otherwise shall be attached to or hung in, or used in connection
with any window or door of the Premises, without the prior written
consent of Landlord.
(e) Tenant further covenants and agrees that it shall not pile or place
or permit to be placed any goods on the sidewalks or parking lots in
the front, rear or sides of the building, or to block said
sidewalks, parking lots and loading areas and not to do anything
that directly or indirectly will take away any of the rights or
ingress or egress or of light from any other tenant of the Landlord.
(f) Tenant waives statutory notice to quit prior to commencement of an
action for summary possession for nonpayment of rent.
(g) Except as otherwise expressly provided, Landlord or Agent shall not
be deemed to have waived any of the provisions hereof unless the
waiver be in writing and signed by the party against whom waiver is
sought to be enforced.
42. AGENCY DISCLOSURE.
Tenant and Landlord hereby confirm the following: XXXXXX X. XXXXXXXXX, INC.
has acted in this transaction as agent for the Landlord. Oral or written
disclosure of such representation was provided to both Tenant and Landlord
prior to the signing of this lease.
Landlord and Tenant have carefully read and reviewed this Lease and each
term and provision contained herein and, by execution of this Lease, show their
informed and voluntary consent thereto. The parties hereby agree that, at the
time this Lease is executed, the terms of this Lease are commercially reasonable
and effectuate the intent and purpose of Landlord and Tenant with respect to the
Premises. The Parties shall rely solely upon the advice of their own legal
counsel as to the legal and tax consequences of this Lease.
In witness whereof, Landlord and Tenant have respectively signed and sealed
this Lease of the day and year first above written.
WITNESS LANDLORD: G.D. PACKAGE MACHINERY, INC.
A VIRGINIA CORPORATION
/s/ (illegible signature) /s/ (illegible signature)
---------------------------------- -------------------------------------
Name
WITNESS TENANT: ITI TECHNOLOGIES, INC.
A DELAWARE CORPORATION
/s/ (illegible signature) /s/ (illegible signature)
---------------------------------- -------------------------------------
Name Vice President, Customer Service
EXHIBIT "B"
RULES AND REGULATIONS SOUTHPORT CORPORATE CENTER
1. Signs, etcetera. No sign, advertisement, name or notice shall be
installed or displayed on any part of the outside or inside of the Building
without the prior written consent of Landlord. Suite entry door signs will be
supplied by Landlord.
2. Awnings. No awning shall be permitted on any part of the Premises.
3. No Unsightly Materials. No tenant shall place anything (including
but not limited to blinds, shades screens, or hanging plants) against or near
glass partitions or doors or windows which may appear unsightly from outside
such tenant's premises.
4. Rights of Third Parties. No tenant shall obstruct or interfere with
the rights of others to use any Building sidewalks, halls, exits, entrances,
elevators, stairways, loading docks or parking areas. The common areas of the
Building are not for the general public, and Landlord retains the right to
control and prevent access thereto by all persons whose presence in the judgment
of Landlord would be prejudicial to the safety, character, reputation and
interests of the Building and its tenants including any person who appears to
Landlord to be intoxicated or under the influence of liquor or drugs; provided
that nothing herein contained shall be construed to prevent such access to
persons with whom any tenant is dealing in the ordinary course of business,
unless such persons are engaged in illegal activities or unless such persons
violate the terms of the lease agreement between Landlord and such tenant or
these Rules and Regulations.
5. Roof. No tenant and no employee or invitee of any tenant shall go
upon the roof of the Building unless pursuant to an approved maintenance
agreement and after notice to Landlord.
6. Janitorial Services. Each tenant shall provide its own cleaning and
janitorial services. Each tenant shall keep the loading docks, xxxxxx and stairs
adjacent to its premises free of dirt, grime, snow and ice.
7. Keys and Locks. Landlord will furnish each tenant, free of charge,
with two keys to each door lock in the premises demised to such tenant. Landlord
may make reasonable charge for any additional keys. No tenant shall alter any
lock or install a new additional lock or bolt on any door of its premises. Upon
the termination of its tenancy, each tenant shall deliver to Landlord all keys
for all doors.
8. Truck Parking. No trucks shall be parked at any time at any location
other than at each tenant's loading dock positions.
9. Load Limits: Vibrations. No tenant shall place a load upon any floor
of the Building which exceeds the load per square foot which such floor was
designed to carry. Landlord shall have the right to prescribe the weight, size
and position of all safes and other heavy objects. Business machines and
mechanical equipment which cause noise or vibration that may be transmitted to
the structure of the Building or to any space therein to such a degree as to be
objectionable to Landlord or to any tenant in the Building shall be placed and
maintained by any such tenant, at such tenant's expense, on vibration
eliminators or other devices sufficient to eliminate noise or vibration.
10. Use Restrictions. No tenant shall (i) use or keep in its premises
or the Building any kerosene, gasoline or flammable or combustible fluid or
material other than limited quantities necessary for the operation or
maintenance of office equipment or forklifts or (ii) use any combustible fluids
for heating, warming, or lighting. No tenant shall use or permit to be used in
the Building any foul or noxious gas or substance, or permit or allow the
Building to be occupied or used in a manner offensive or objectionable to
Landlord or other tenants of the Building by reason of noise, odors or
vibrations, or bring into or keep in or about the Building any birds, animals
(except for seeing eye dogs), bicycles or other vehicles not required for the
conduct of such tenant's business.
11. Heating. No tenant shall use any method of heating (including but
not limited to the use of kerosene heaters) or air-conditioning other than that
supplied by Landlord.
12. Building Systems. Each tenant shall cooperate with Landlord to
assure the effective operation of the Building's heating and air-conditioning
systems and shall comply with any governmental energy-saving rules, laws or
regulations.
13. Building Names & Address. Landlord reserves the right, exercisable
on thirty (30) days notice and without liability to any tenant, to change the
name and street address of the Building.
14. Closing Premises. Each tenant shall close and lock the doors of its
premises and entirely shut off all water faucets or other water apparatus and
electricity, gas and air outlets before its employees leave the premises. Each
tenant shall be responsible for any damage or injuries sustained as a result of
noncompliance with this rule.
15. Vending Machines. No tenant shall install, maintain or operate any
vending machine within the Building without the written consent of Landlord,
provided such consent shall not be required for the installation, maintenance
and use within a tenant's premises of not more than two (2) soft drink vending
machines.
16. Retail Sales: Canvassing. No tenant shall sell or permit the sale
at retail of newspapers, magazines, periodicals, theater tickets or any other
goods or merchandise to the general public in or on the Building. No tenant
shall make any room-to-room solicitation of business from other tenants in the
Building and each tenant acknowledges that canvassing and peddling of any kind
in the Building are prohibited.
17. Antennas. No tenant shall install any radio or television antenna,
loudspeaker or other device on the roof or exterior walls of the Building. No
tenant shall interfere with radio or television broadcasting or reception from
or in the Building.
18. Walls and Floors. Other than for the hanging of artwork, no tenant
shall xxxx, drive nails, screw or drill into the partitions, woodwork or plaster
or in any material way deface the Building or any part thereof. Landlord
reserves the right to direct electricians as to where and how telephone and
telegraph wires are to be introduced to the Building or any part thereof. No
tenant shall cut or bore holes for wires or affix any floor covering to the
floor of the Building or any part thereof in any manner except as approved by
Landlord. Each tenant shall repair any damage resulting from noncompliance with
this rule.
19. Trash. Each tenant in the Building shall store all its trash and
garbage within its premises. No tenant shall store any materials outside its
premises, including but not limited to pallets, crates, machinery, or equipment.
Landlord reserves the right to remove such materials at tenant's expense.
20. Prohibited Uses. No tenant shall use the Building for the sale of
merchandise to the general public, or for lodging.
21. Material Handling Equipment. No tenant shall use in any space or in
the public halls of the Building any hand trucks except those equipped with
rubber tires and side guards or such other material-handling equipment as
Landlord may approve.
22. Use of Name. Without the prior written consent of Landlord, no
tenant shall use the name of the Building in connection with or in promoting or
advertising the business of such tenant except as such tenant's address.
23. Emergency Procedures. Each tenant shall comply with all safety,
fire protection and evacuation procedures and regulations established by
Landlord or any governmental agency having jurisdiction.
24. Protection Against Theft. Each tenant assumes any and all
responsibility for protecting its premises from theft, robbery and pilferage,
which includes keeping doors locked and other means of entry to such premises
closed.
25. Landlord's Services. The requirements of tenants will be attended
to only upon appropriate application to the offices of the Building by an
authorized individual. Employees of Landlord shall not perform any work or do
anything outside their regular duties unless under special instructions from
Landlord, and no employee of Landlord will admit any person (tenant or
otherwise) to any office without specific instructions from Landlord.
26. Parking. No tenant (and no employees thereof) shall park its
vehicles in any parking areas designated by Landlord as areas for parking by
visitors to the Building. No tenant shall leave vehicles in the Building parking
areas overnight or park any vehicles in the Building parking areas other than
automobiles, motorcycles, motor-driven or mopeds, bicycles or four-wheeled
trucks.
27. Temperature. Each tenant shall keep the temperature in its premises
above 35 degrees Fahrenheit at all times.
28. Third Party Services. Each tenant shall be responsible for entering
into maintenance/service agreements for the HVAC equipment in its premises, and
shall provide Landlord with copies of all maintenance and service agreements
entered into by such tenant and with certificates of insurance from each
provider of maintenance services evidencing the existence of insurance with
carriers, in amounts and on terms and conditions satisfactory to Landlord.
29. Enforcement of Rules and Regulations. Each tenant shall be
responsible for the observance of all of the foregoing rules by such tenant's
employees, agents, clients, customers, invitees and guests.
30. Changes in Rules and Regulations. These Rules and Regulations may
be modified or amended by Landlord from time to time in Landlord's sole
discretion.
