Exhibit 10.55
LEASE
THIS LEASE, made this 28th day of March 2001, by and between
XXXXXX X. XXXXXX and XXXXX X. XXXXXX, individual residents of the State of North
Carolina (hereinafter referred to collectively as "Landlord"), and MEDTOX
SCIENTIFIC, INC., a Delaware corporation (hereinafter referred to as "Tenant").
WITNESSTH THAT:
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1.00 PREMISES. For and in consideration of Ten and No/100
Dollars ($10.00) paid by Tenant to Landlord (receipt whereof is hereby
acknowledged by Landlord) and in further consideration of the rentals herein
reserved and agreed to be paid and of the covenants herein contained and
provided, Landlord hereby leases unto Tenant, and Tenant hereby leases from
Landlord, that certain approximately 40,000 square foot building located in the
City of Burlington, Alamance County, North Carolina, commonly known as the "Nova
Building", more particularly described on Exhibit A attached hereto and
incorporated herein (the "Building"), together with all other improvements
including all driveways, parking lots, walkways, landscaping and other
appurtenances thereto (collectively referred to herein, together with the
Building, as the "Improvements") together with the land upon which the
Improvements are located (the "Property"), said Property being a portion of the
tract of land described on Exhibit A-1 attached hereto and incorporated herein
(the Property, together with the Improvements, is hereinafter referred to as the
"Demised Premises"). Tenant shall have the right to use the Demised Premises as
a laboratory facility or for any other purpose in compliance with all applicable
governmental laws, rules and regulations. Landlord represents and warrants to
Tenant that, as of the date of this Lease, the Demised Premises and the current
and intended use thereof are in compliance with all applicable laws, rules,
ordinances and restrictive covenants affecting the Demised Premises, including,
without limitation, the Americans With Disabilities Act of 1990 and all
applicable zoning ordinances.
2.00 TERM.
2.01 Initial Term. Upon all the terms and conditions of this Lease, Tenant
shall have and hold the Demised Premises for an initial term beginning on April
1, 2001. (hereinafter referred to as the "Commencement Date") and ending at
midnight on that certain calendar day one (1) day prior to the tenth (10th)
anniversary of the Commencement Date, unless said initial term of this Lease is
sooner terminated or extended as specifically hereinafter provided.
2.02 Option to Extend. Landlord hereby grants to Tenant one
(1) option to extend the Term for a period of five (5) years, such option to be
exercised by Tenant giving written notice of its exercise to Landlord in the
manner provided in this Lease at least one hundred twenty (120) days prior to
the expiration of the term. The Monthly Rental for the Demised Premises for the
extension term shall be subject to a one-time adjustment at the beginning of the
extension term and shall be calculated by multiplying the Monthly Rental for the
Demised Premises during the last year of the initial ten (10) year term of the
Lease by a fraction, the numerator of which shall be the CPI (as hereinafter
defined) for the month most recently published prior to exercise by Tenant of
the extension option and the denominator of which shall be the CPI for the month
immediately preceding the month in which the Commencement Date occurs. Such
Monthly Rental shall not be subject to any additional increase during the
extension term. For purposes of this section, "CPI" shall mean the Consumer
Price Index published by the Bureau of Labor Statistics of the United States
Department of Labor for All Urban Consumers (CPI-U) for the South Region for the
Size Class which encompasses Greensboro, North Carolina (1982-84=100).
3.00 RENTAL.
3.01 Monthly Rental. As gross Monthly Rental for the Demised
Premises, Tenant shall pay the sum of $16,452.33, in advance, on the first day
of each month of the initial ten (10) year term. Landlord hereby directs Tenant
to make all such payments to Landlord at the following address:
Xxxxxx X. Xxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
3.02 Gross Rental. Monthly Rental hereunder shall be gross to
Landlord, and during the entire term of this Lease Tenant shall have no cost,
obligation, responsibility or liability whatsoever for, and Landlord hereby
agrees that it shall be responsible for and shall pay directly, the cost of (i)
all ad valorem taxes (including sanitary taxes) and all other assessments and
levies, general or special, ordinary or extraordinary, of every nature or kind
whatsoever which may be fixed, charged, levied, assessed or otherwise imposed
upon the Demised Premises as it presently exists or as it may hereafter be
improved, (ii) all insurance for the Demised Premises, as more particularly
described in Paragraph 5 below, except as otherwise set forth in Paragraph 5,
and (iii) all repairs and maintenance of or to the Demised Premises, except as
set forth in Paragraph 6.02 below.
3.03 Late Charge. If Tenant shall default in the payment of
any Monthly Rental as and when due hereunder and such default shall continue for
a period of ten (10) calendar days after written notice by Landlord, then a late
charge equal to five percent (5%) of the past due amount shall be immediately
due and payable by Tenant to compensate Landlord for its costs and expenses
incurred as a result of such late payment.
4.00 ALTERATIONS TO THE DEMISED PREMISES.
4.01 Alterations. Tenant shall have the right, but not the obligation, to
make any and all interior improvements to the Demised Premises which Tenant
desires, so long as the value of the Improvements is not reduced. All such
improvements shall be constructed in Tenant's name, lien-free and in a good and
workmanlike manner using good quality materials; the cost of all such
improvements shall be borne solely by Tenant and shall in no event result in any
expense to Landlord except as otherwise set forth in Paragraph 4.03 below.
4.02 Landlord Approval. Notwithstanding the foregoing, Landlord shall have
the prior right to approve or disapprove in writing Tenant's written plans and
specifications and drawings for any proposed improvements which will materially
adversely affect the mechanical, electrical, or plumbing systems or the
structure or value of the Improvements. Tenant shall not commence construction
of any improvements requiring Landlord's approval until such written approval of
Tenant's said plans, specifications and drawings have been obtained from
Landlord in accordance with this paragraph. Landlord shall not unreasonably
withhold or condition its approval to such plans of Tenant and shall notify
Tenant, in writing, of its approval or disapproval within five (5) business days
after Tenant's request therefor. If Landlord fails to respond within such five
(5) business day period, Tenant's plans, specifications and drawings shall be
deemed approved.
4.03 Renovation Allowance. Notwithstanding the foregoing, Tenant may elect
to have Landlord pay for the cost of any alterations or improvements undertaken
by or on behalf of Tenant within the Demised Premises or any equipment or trade
fixtures to be used by Tenant within the Demised Premises up to an amount equal
to $600,000. If Tenant so elects, Landlord shall deliver such funds to Tenant
from time to time as construction of such alterations or improvements progresses
upon Landlord's receipt from Tenant of a request for payment, together with lien
waivers from all contractors, subcontractors, laborers or materials suppliers
having performed work at the Demised Premises, and all invoices, receipts and
other evidence substantiating the cost of said alterations or improvements. Any
such amounts paid by Landlord shall be amortized at an annual interest rate of
9.5%, over the term of the Lease in one hundred twenty (120) equal monthly
installments and the monthly amortization amount shall be added to and shall
increase the Monthly Rental installments throughout the term. Within seven (7)
days following the expiration or earlier termination of this Lease, Tenant shall
pay to Landlord the unamortized portion, if any, of said renovation allowance.
5.00 DAMAGE, CASUALTY, CONDEMNATION AND INDEMNITIES.
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5.01 Commercial General Liability Insurance. Throughout the
term of this Lease, Tenant shall, at Tenant's expense, obtain and maintain in
force a policy of commercial general liability insurance in the name of Tenant
as insured but with Landlord named as an additional insured, such insurance to
be written on an "occurrence" basis with combined single limits, for any one
injury, including death, and for property damage of not less than $1,000,000.00
per occurrence. Said policy shall be issued by a reputable insurance company
authorized to transact business in the State of North Carolina.
5.02 Casualty. Landlord shall, at Landlord expense, obtain and
maintain in force a policy of "all risks" fire and property insurance on the
Improvements and all alterations or additions thereto made by Tenant, in amounts
at least equal to the full replacement value of the Improvements. Said policy of
insurance shall be issued by a reputable insurance company authorized to
transact business in the State of North Carolina. In the event of a casualty to
the Demised Premises, Landlord shall be obligated, promptly after such casualty,
to repair and restore all the Improvements to as good a condition as that
existing prior to said casualty, unless Tenant elects to terminate this Lease by
written notice to Landlord within thirty (30) days following such casualty, in
which case neither Landlord nor Tenant shall have any further rights, duties or
obligations under this Lease following such termination, except for those which
specifically survive any such termination pursuant to the terms hereof. If
Tenant does not elect to terminate this Lease and Landlord is, therefore,
obligated to repair and restore the Improvements, all insurance proceeds
relating to the Improvements shall be made available to Landlord for
restoration, Landlord shall promptly commence such restoration and diligently
pursue it to completion, and all Monthly Rental due hereunder shall be equitably
reduced or abated during such restoration period.
Landlord and Tenant hereby waive any rights each may have against the
other on account of any loss or damage occasioned to Landlord or Tenant, as the
case may be, their respective property, the Demised Premises, its contents or to
the other portions of the Demised Premises, arising from any risk covered by all
risks fire and extended coverage insurance of the type and amount required to be
carried hereunder, provided that such waiver does not invalidate such policies
or prohibit recovery thereunder. The parties hereto shall cause their respective
insurance companies insuring the property of either Landlord or Tenant against
any such loss, to waive any right of subrogation that such insurers may have
against Landlord or Tenant, as the case may be.
5.03 Condemnation. If at any time during the term of this
Lease the entire Demised Premises is acquired by condemnation or the exercise of
power of eminent domain or sale under threat thereof (such condemnation, power
or sale being hereinafter collectively referred to as "Condemnation"), this
Lease shall terminate at the time possession of the entire Demised Premises is
surrendered, and Tenant shall then be relieved of all future payments of Monthly
Rental, and Landlord and Tenant shall be relieved of all other obligations
provided for in this Lease. Should at any time during the term of this Lease a
material portion of the Demised Premises be acquired by a Condemnation, then
Tenant shall have the right to either (i) terminate this Lease on the date
possession thereof is surrendered by providing written notice to Landlord thirty
days (30) or more prior to the date on which possession shall be so surrendered
informing Landlord of such termination, or (ii) cause Landlord, to the extent
practicable, to restore any portion of the Improvements so taken, during which
time all Monthly Rental due hereunder shall be equitably reduced or abated. If
Tenant does not so terminate this Lease or cause Landlord to restore the
Improvements, or if less than a material portion of the Demised Premises is so
surrendered, the Monthly Rental described in Paragraph 3 hereof, shall, by
virtue of a Condemnation, be equitably reduced proportionately to the percentage
of said land area or Improvements so surrendered.
Any Condemnation award received by Landlord hereunder shall be
the sole property of Landlord; provided, however, that if Tenant does not
terminate this Lease as provided above, Landlord hereby agrees to use such
Condemnation award for the restoration of the Improvements on the Demised
Premises to the extent practicable. Nothing herein contained shall be deemed to
prohibit Tenant from making a separate claim, against the condemnor, to the
extent permitted by law, for the value of Tenant's estate hereunder, and its
moveable trade fixtures, machinery and moving expenses.
5.04 Indemnities. Tenant shall be responsible for and shall
indemnify and hold Landlord harmless from and against all damages, claims or
demands that may, during the term of this Lease, arise or be occasioned from or
by the condition, use or occupancy of the Demised Premises or by reason of any
injury (including death) or damage to any person or property in or on the
Demised Premises, unless such damages, claims or demands arise out of the
negligence or willful misconduct of Landlord, its agents or employees or out of
Landlord's failure to repair the Improvements as required by Paragraph 6.01
below. Landlord does hereby indemnify and hold Tenant harmless from and against
any damages, claims or demands arising out of any such matters.
6.00 MAINTENANCE OF THE DEMISED PREMISES.
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6.01 Landlord's Repair Obligations. Landlord shall, at all
times during the term of this Lease, at Landlord's sole expense, maintain in
good condition and repair (a) the roof, exterior walls, foundation, and
structural portions of the Improvements and all portions of the electrical and
plumbing systems lying outside the Improvements but serving the Improvements and
(b) the portion of the Demised Premises located outside the building, including,
but not limited to, the parking lot and landscaped areas; provided, however,
that Tenant shall be responsible for the routine maintenance and repair of the
parking lot (excluding restriping, resealing and repaving thereof) and
landscaped areas. In addition, Landlord, at Landlord's sole cost and expense,
shall be responsible for the cost of all major (non-routine) repairs and/or
replacement of any of the Building systems during the term, including, without
limitation, the heating, ventilating and air conditioning systems, the plumbing
and sewage system, the elevator system, all windows and doors within the
Building, and the security and fire alarm system. In addition, Landlord, at
Landlord's sole cost and expense, shall perform all repairs, alterations or
modification to the Demised Premises that are necessary for the Demised Premises
to remain in compliance with any existing or future laws, ordinances, orders,
rules, regulations or requirements of all federal, state and municipal
governments. The foregoing shall not apply to repairs, alterations or
modifications made necessary solely as a result of Tenant's specific use of the
Demised Premises, which repairs, alterations or modifications shall be the
responsibility of Tenant. In order to clarify the responsibilities of the
Landlord and Tenant with respect to the maintenance, repair and replacement of
all portions of the Demised Premises, the parties have agreed to the attached
Exhibit `C' as an accurate articulation of each parties responsibilities. Any
modifications or additions to Exhibit `C' shall be agreed to by both parties.
6.02 Tenant's Repair Obligations. Except as set forth in
Paragraph 6.01 above and Exhibit `C' Tenant shall, at all times during the term
of this Lease, at Tenant's sole expense, maintain the interior of the Building
in a good, clean, safe and orderly condition, including, without limitation, the
routine maintenance and repair (but not replacement) of the heating, ventilating
and air conditioning systems, elevator system, lighting system and the security
and fire alarm system of the Building.
6.03 Surrender of the Demised Premises. Tenant shall surrender
to Landlord on the last day of the final term of this Lease possession of the
Demised Premises and the Improvements in good, clean and orderly condition,
except for normal wear and tear and damage due to casualty, condemnation or
Landlord's negligence, willful misconduct or failure to repair as required by
Paragraph 6.01.
6.04 Personalty. All of Tenant's personal property in the
Demised Premises shall be and remain at Tenant's sole risk. Landlord, its
agents, employees and contractors, shall not be liable for, and Tenant hereby
releases Landlord from, any and all liability for theft thereof or any damage
thereto occasioned by any act of God or by any acts, omissions or negligence of
any persons, other than Landlord, its agents, employees or contractors. At the
time possession of the Demised Premises is surrendered, Tenant shall remove all
of Tenant's personalty from the Demised Premises, and Landlord shall have the
right to enter the Demised Premises subject to applicable law, and be
repossessed thereof.
6.05 Utilities. During the term of this Lease, Tenant shall
pay for all charges for water, sanitation, sewer, light, heat, gas, electricity,
power, fuel, janitorial and all other utilities and services rendered or
delivered to the Demised Premises. Landlord shall be responsible for all utility
costs attributable to buildings other than the Building, and Tenant, during the
term of the Lease, may elect to have separate utility meters or sub-meters
installed at the Demised Premises, at Landlord's expense.
7.00 QUIET ENJOYMENT. Landlord represents and warrants to
Tenant that so long as Tenant performs all the obligations of Tenant under this
Lease, Tenant shall have quiet and peaceful possession of the Demised Premises
during the entire term of this Lease and Landlord shall defend Tenant's right to
possession against the claims of all parties.
8.00 TENANT'S TRADE FIXTURES. Landlord recognizes that from
time to time throughout the term hereof Tenant (or its sublessees or assigns)
may place upon the Demised Premises and within the Improvements located thereon
certain machinery, equipment, fixtures and trade fixtures (hereinafter
collectively referred to as "trade fixtures"). Landlord further covenants that
such trade fixtures shall be and remain personal property regardless of the
manner in which said trade fixtures are attached or secured to the Demised
Premises, that such trade fixtures shall not at any time be deemed a part of the
realty, and that such trade fixtures may be removed from the Demised Premises by
Tenant (or its sublessees or assigns) at any time at or prior to the termination
of the term of this Lease; provided, however, that Tenant (or its sublessees or
assigns) shall not have the right to remove any trade fixtures from the Demised
Premises if Tenant is then in default of any of the terms and conditions hereof
and provided further that the party removing said fixtures shall at its expense
repair simultaneously with the removal of such trade fixtures any damage caused
by such removal.
9.00 DEFAULT AND REMEDIES. If Tenant shall default in the
payment of Monthly Rental hereunder when due and if any such default shall
remain uncured for more than ten (10) calendar days after written notice from
Landlord of such default; or if Tenant shall fail to cure any default of Tenant
of any obligation set forth in this Lease other than such nonpayment of Monthly
Rental within thirty (30) calendar days after written notice thereof from
Landlord (but if such default is not susceptible to cure within such thirty (30)
day period, Tenant shall not be in default if Tenant promptly commences such
cure and diligently and continuously pursues the cure to completion); or if
Tenant is adjudicated bankrupt or a permanent receiver is appointed for Tenant's
property; or if Tenant takes advantage of any debtor relief proceedings under
any present or future law whereby any rental hereunder is, or is proposed to be,
reduced or payment thereof deferred; or if Tenant makes an assignment for the
benefit of creditors; or if Tenant's effects should be levied upon or attached
under process against Tenant, not satisfied or dissolved or stayed by bond
within ten (10) days after written notice from Landlord to Tenant to obtain
satisfaction thereof; then and in any such event, Landlord shall have the right
at once to terminate this Lease by written notice to Tenant, whereupon this
Lease shall end and Landlord shall be entitled to pursue and recover all damages
provided by North Carolina law to Landlord upon the occurrence of such default.
In the event Landlord does not elect to terminate this Lease, Landlord shall
have the right to collect rent from Tenant as it shall come due, provided,
however, that Landlord shall, in such event, be under a good faith obligation to
enter upon the Demised Premises, as Tenant's agent, and attempt to relet the
Demised Premises at the best price obtainable by reasonable effort and Tenant
shall be liable to Landlord for, and shall pay to Landlord monthly, any
deficiency between the amount of Monthly Rental payable by Tenant hereunder and
the price obtained by Landlord on reletting.
9.01 Cure Rights. If either Landlord or Tenant fails to
perform any of its obligations hereunder after written notice from the other
party, or to pay any amount due hereunder within ten (10) days of the date such
payment is due, the other party shall have the right to perform such obligations
or to make any payment of overdue amounts of taxes, assessments, levies,
utilities, bonding of liens, insurance premiums, maintenance of the improvements
on the Demised Premises, or any other amounts directly or indirectly provided to
be paid by Landlord or Tenant under this Lease for such non-performing party's
account and, in the case of Landlord, to immediately add such total amount paid,
with interest thereon at the rate of twelve percent (12%) per annum from date of
disbursement by Landlord to date of reimbursement of Landlord, to the next
installment of Monthly Rental due hereunder or, in the case of Tenant, to
off-set the cost to perform such obligations or the total amount paid, with
interest thereon at the rate of twelve percent (12%) per annum from the date of
disbursement by Tenant to the date of reimbursement to Tenant, from the next
installment of Monthly Rental due hereunder, or, in the case of Landlord or
Tenant, to otherwise demand immediate reimbursement thereon, with such interest,
from the non-performing party.
10.00 SUBLETTING AND ASSIGNMENT. Tenant shall have the right
to sublet the Demised Premises or to assign this Lease without the prior written
consent of Landlord to any reputable party who will use the Demised Premises as
permitted hereunder; provided, however, Tenant shall remain liable for all the
obligations of Tenant hereunder. The proceeds from any and all such subleases or
assignments shall be due and payable directly to Tenant and Landlord shall have
no right thereto or interest therein.
11.00 SIGNS. Tenant (or its sublessees or assigns) shall have
the right to install interior or exterior signs upon or within the Demised
Premises, provided such signs shall not violate any applicable law or ordinance.
12.00 LANDLORD'S WARRANTIES. Landlord warrants that:
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12.01 Landlord is the owner of fee simple title to the Demised
Premises and that the Demised Premises are not currently encumbered by a
mortgage or deed of trust or any other encumbrance which could adversely affect
Tenant's use and occupancy of the Demised Premises or which limits or prohibits
the execution of this Lease by Landlord;
12.02 Landlord does not have knowledge of any pending Condemnation or
similar proceeding affecting any part of the Demised Premises;
12.03 Landlord does not have knowledge of any uncured violations of
federal, state or municipal laws, ordinances, orders, regulations or
requirements affecting any portion of the Demised Premises; and
12.04 On the Commencement Date, there will be water, electrical, sanitary
sewer and gas utility service adequate for Tenant's intended use of the Demised
Premises available at the Demised Premises.
12.05 On or before December 31, 2001, Landlord shall have completed all of
the "Repairs and Maintenance" set forth in Exhibit `D' attached hereto and
incorporated by reference, at Landlords sole cost and expense. Such "Repairs and
Maintenance" shall be necessary in order to provide Tenant with the Premises in
a condition suitable for Tenant's intended use and shall be completed in
coordination with the Renovations to be done by Tenant as provided for in
Paragraph 4.03 hereof as the parties shall agree. If, however, for any reason,
all of the "Repairs and Maintenance" activities set forth in Exhibit `D' are not
fully completed on or before December 31, 2001, then Tenant shall give Landlord
written notice of the "Repairs and Maintenance" activities yet to be completed.
If such remaining "Repairs and Maintenance" activities are not completed by
Landlord to Tenants reasonable satisfaction within 30 days following such
notice, the Tenant shall be entitled thereafter to complete all remaining
unfinished "Repairs and Maintenance" activities at Tenant's expense and to
deduct the costs of such "Repairs and Maintenance" activities completed by
Tenant from any and all subsequent Monthly Rental payments due Landlord (as
provided in Paragraph 3.01 hereof) until the Tenant has fully recovered all
costs incurred by Tenant in making such "Repairs and Maintenance."
13.00 HOLDING OVER. If Tenant remains in possession of the
Demised Premises after expiration of the term hereof, with Landlord's
acquiescence and without any express agreement of Landlord and Tenant, Tenant
shall then be a tenant at will of Landlord at one hundred twenty-five percent
(125%) of the Monthly Rental in effect at the end of the term hereof and there
shall be no extension or renewal of this Lease by operation of law.
14.00 SHORT FORM LEASE. Landlord and Tenant hereby agree, upon
request of either Landlord or Tenant, to enter into a Short Form of this Lease
setting out (a) the names of the parties hereto, (b) the description of the
Demised Premises, (c) the dates of this Lease and the Commencement Date of the
term hereof and (d) and Tenant's rights to purchase the Demised Premises, as set
forth in Paragraphs 16.00 and 17.00 hereof. Such Short Form Lease shall be in
writing, duly executed by Landlord and Tenant and shall be properly witnessed
and acknowledged for recording under the laws of the State of North Carolina.
15.00 NOTICES. All notices required or permitted to be given
to Landlord under this Lease shall be sent to Landlord at X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, and all notices required or permitted to
be given to Tenant shall be sent to Tenant at the Demised Premises, Attention:
Vice President - Operations, fax no.(000) 000-0000, with a copy to Tenant's
executive offices at 000 Xxxx Xxxxxx Xxxx X, Xxxxx Xxxx, Xxxxxxxxx 00000,
Attention: Chief Financial Officer, fax no. (000) 000-0000, unless either party
notifies the other in writing of a change of address. All notices given
hereunder may be given by certified mail, hand delivery, nationally recognized
overnight delivery service or by facsimile and shall be deemed given when
deposited for delivery or transmission by an approved method; provided, however,
that the time period for any response to such notice shall begin to run only
upon actual receipt or when delivery is refused or cannot be accomplished
because the party has moved and has not provided the other party with notice of
its new address by notice as provided herein.
16.00 RIGHT OF FIRST REFUSAL TO PURCHASE. Landlord does hereby
grant to Tenant a right of first refusal to purchase the Demised Premises. If,
at any time during the term of this Lease, Landlord receives a bona fide offer
to purchase the Demised Premises which Landlord is willing to accept, Landlord
shall notify Tenant in writing of such offer and shall specify, in detail, the
terms of such offer. Tenant shall have thirty (30) days from his receipt of such
notice to notify Landlord in writing whether or not Tenant elects to purchase
the Demised Premises. If Tenant does so notify Landlord that it exercises the
right of first refusal, Tenant shall purchase the Demised Premises in accordance
with the terms set forth in Landlord's offer; provided, however, that Tenant
shall not be obligated to close the purchase of the Demised Premises any earlier
than ninety (90) days following the date of Landlord's notice to Tenant.
17.00 OPTION TO PURCHASE.
17.01 Landlord hereby grants to Tenant the exclusive option and right (the
"Purchase Option") to purchase the Demised Premises from Landlord upon the terms
and conditions set forth herein.
17.02 The Purchase Option shall be exercisable by Tenant at any time from
the Commencement Date through the end of the term (as the same may be extended)
by giving written notice to Landlord of such exercise (the "Option Notice").
17.03 The purchase price (the "Purchase Price") of the Demised Premises in
the event the Purchase Option is properly and timely exercised shall be equal to
the "Fair Market Value" of the Demised Premises on the date the Option Notice is
delivered, as calculated below:
(a) Landlord shall, within thirty (30) days after the
receipt of Tenant's Option Notice, notify Tenant in writing of
Landlord's reasonable determination of the Fair Market Value
for the Demised Premises. Tenant shall have thirty (30) days
from its receipt of Landlord's notice to notify Landlord in
writing whether Tenant agrees with Landlord's determination of
the Fair Market Value or whether Tenant elects to determine
the Fair Market Value in the manner set forth below. If Tenant
does not notify Landlord of such election within thirty (30)
days of its receipt of Landlord's notice, Fair Market Value
for the Demised Premises shall be determined in the manner set
forth in sub-paragraph (b) below. The phrase "Fair Market
Value" shall mean the then prevailing fair market value for
the Demised Premises calculated on a per square foot or per
acre basis for improved property comparable to the Demised
Premises (as adjusted for any variances between such property
and the Demised Premises and subject to the existence and
terms of this Lease) located in the area of Burlington, North
Carolina (hereinafter referred to as the "Market Area").
(b) In the event that Tenant fails to notify Landlord
that Tenant agrees with Landlord's determination of the Fair
Market Value and that Tenant elects to determine the Fair
Market Value via appraisal, then Tenant shall specify to
Landlord Tenant's selection of a real estate appraiser who
shall act on Tenant's behalf in determining the Fair Market
Value. Within twenty (20) days after Landlord's receipt of
Tenant's selection of a real estate appraiser, Landlord, by
written notice to Tenant, shall designate a real estate
appraiser who shall act on Landlord's behalf in the
determination of the Fair Market Value. Within twenty (20)
days of the selection of Landlord's appraiser, the two (2)
appraisers shall render a joint written determination of the
Fair Market Value, which determination shall take into
consideration any differences between the Demised Premises and
other improved properties comparable to the Demised Premises
located in the Market Area, including without limitation age,
location, setting and type of building and the existence and
terms of this Lease. This determination shall also take into
account the value of any improvements or alterations to the
Demised Premises which have been amortized by Landlord over
the term of the Lease. If the two (2) appraisers are unable to
agree upon a joint written determination within said twenty
(20) day period, the two appraisers shall select a third
appraiser within such twenty (20) day period. Within twenty
(20) days after the appointment of the third appraiser, the
third appraiser shall render a final written determination of
the Fair Market Value by selecting, without change, the
determination of one (1) of the original appraisers as to the
Fair Market Value. All appraisers selected in accordance with
this subparagraph shall have at least ten (10) years prior
experience in the commercial real estate market of the Market
Area and shall be members of the American Institute of Real
Estate Appraisers or similar professional organization. If
either Landlord or Tenant fails or refuses to select an
appraiser, the other appraiser shall alone determine the Fair
Market Value. Landlord shall bear the fee and expenses of its
appraiser; Tenant shall bear the fee and expenses of its
appraiser; and Landlord and Tenant shall share equally the fee
and expenses of the third appraiser, if any.
(c) In the event that Tenant is not, for any reason,
satisfied with the determination of Fair Market Value made
pursuant to sub-paragraph (b) above, Tenant may, within ten
(10) days following such determination, revoke its Option
Notice by written notice to Landlord, and shall thereafter
have no obligation to purchase the Demised Premises pursuant
hereto; provided, however, that such revocation shall not
impair Tenant's ability to again exercise its Purchase Option
in the future in accordance with the terms of this Paragraph
17.
17.04 The closing or settlement ("Closing") of the sale of the Demised
Premises contemplated hereby shall be held at the offices of Landlord's
attorney, during regular business hours on or before the date which is sixty
(60) calendar days following the giving of the Option Notice or thirty (30) days
following the determination of Fair Market Value, whichever is later. The exact
time and date of Closing shall be selected by Tenant by written notice given to
Landlord at least five (5) days prior to the date so specified.
17.05 At Closing, Landlord shall convey fee simple title to the Demised
Premises to Tenant by limited warranty deed, which shall expressly be made
subject to all matters of record except for past due monetary liens and any
security deeds, mortgages, deeds of trust or other financing created by
Landlord, which Landlord shall be obligated to pay off and discharge at Closing.
Landlord shall execute and deliver reasonable evidence of authority and
existence, evidence of non-foreign status required by the Internal Revenue Code
(without which tax will be withheld as required by law), a closing statement, an
owner's affidavit of title (in substantially the form required by Lawyers Title
Insurance Company, Chicago Title Insurance Company or another national title
insurance company reasonably approved by Landlord (the "Title Company")), and
other documents which are customarily required by the title company at the time
of Closing to issue its extended coverage owner's title insurance policy. Seller
shall pay the State transfer tax payable in connection with conveyance of the
Demised Premises. All other costs of Closing shall be paid in the manner
customary in North Carolina. Ad valorem taxes assessed against the Demised
Premises for the year in which the Closing occurs shall be prorated as of the
day of Closing.
18.00 ENVIRONMENTAL MATTERS.
---------------------
18.01 Definitions. For purposes of this Lease:
-----------
(a) "Contamination" as used herein means the uncontained or uncontrolled
presence of or release of Hazardous Substances (as hereinafter defined) into any
environmental medium from, upon, within, below, into or on any portion of the
Demised Premises so as to require remediation, cleanup or investigation under
any applicable Environmental Law (as hereinafter defined).
(b) "Environmental Laws" as used herein means all federal, state, and local
laws, regulations, orders, permits, ordinances or other requirements, which
exist now or as may exist hereafter, concerning protection of human health,
safety and the environment, all as may be amended from time to time. (c)
"Hazardous Substances" as used herein means any hazardous or toxic substance,
material, chemical, pollutant, contaminant or waste as those terms are defined
by any applicable Environmental Laws (including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
9601 et seq. ("CERCLA") and the Resource Conservation and Recovery Act, 42
U.S.C. 6901 et seq. "RCRA") and any solid wastes, polychlorinated biphenyls,
urea formaldehyde, asbestos, radioactive materials, radon, explosives, petroleum
products and oil.
18.02 Landlord's Representations and Warranties. Landlord represents that
it has delivered to Tenant copies of all existing environmental reports, Phase I
reports, or other documentation concerning the environmental condition of the
Demised Premises now in Landlord's possession (collectively, the "Environmental
Reports"), that it has not treated, stored or disposed of Hazardous Substances
upon or within the Demised Premises, that to Landlord's best knowledge except as
revealed in the Environmental Reports, no Hazardous Substances are present on or
under the Demised Premises as of the date of this
Lease, and that Landlord's activities on the Demised Premises prior to the date
of this Lease have been conducted in compliance with Environmental Laws.
18.03 Tenant's Representations and Warranties. Tenant represents that all
its activities on the Demised Premises during the course of this Lease will be
conducted in compliance with Environmental Laws.
18.04 Indemnification. Landlord shall and hereby does
indemnify Tenant and hold and defend Tenant harmless from and against any and
all expense, loss, and liability suffered by Tenant (except to the extent that
such expenses, losses, and liabilities arise out of Tenant's own negligence or
willful act, for which Tenant shall indemnify Landlord), by reason of the
storage, generation, handling, treatment, transportation, disposal, or
arrangement for transportation or disposal, of any Hazardous Substances (whether
accidental, intentional, or negligent) by or for Landlord or any other party
(other than Tenant), at any time either prior to, during or after the term of
this Lease, or by reason of Landlord's breach of any of the provisions of this
Section 18. Such expenses, losses and liabilities shall include, without
limitation, (i) any and all expenses that Tenant may incur in the nature of
consequential damages, including, without limitation, the loss of use of the
Demised Premises, lost profits and loss of business as a result of the
foregoing; (ii) any and all expenses that Tenant may incur to comply with any
Environmental Laws; (iii) any and all costs that Tenant may incur in studying or
remedying any Contamination at or arising from the Demised Premises; (iv) any
and all costs that Tenant may incur in studying, removing, disposing or
otherwise addressing any Hazardous Substances; (v) any and all fines, penalties
or other sanctions assessed upon Tenant; and (vi) any and all reasonable legal
and professional fees and costs incurred by Tenant in connection with the
foregoing. The indemnity contained herein shall survive the expiration or
earlier termination of this Lease.
19.00 TEMPORARY ABATEMENT OF RENT. Landlord and Tenant
acknowledge and agree that as of the date hereof the entire Premises is not
ready for use and occupancy by Tenant due to in part to the completion of
necessary improvements and repairs and in part to the fact that certain other
tenants ("Third Party Tenants") continue to occupy space within the Demised
Premises. Therefore, in order to reasonably accommodate both Landlord and
Tenant, the parties agree to work cooperatively during the balance of the
calendar year 2001 to enable Landlord to remove the remaining Third Party
Tenants in a manner designed to minimize cost and expense and to allow Tenant to
take over and pay for the additional space in the Demised Premises as that space
is actually used by Tenant, all subject to the mutual understanding that no
later then December 31, 2001 all Third Party Tenants shall have been removed by
Landlord and Tenant shall commence paying rent on all the 39,485.6 usable square
feet comprising the Demised Premises pursuant to rent rate set forth in
Paragraph 3.01 hereof. Notwithstanding anything in Paragraph 3.01 to the
contrary, however, until the earlier of December 31, 2001 or the date upon which
Tenant is occupying all 39,485.6 square feet, Tenant shall pay monthly rent in
accordance with this Paragraph 19. Effective as of the date hereof, Tenant shall
continue to pay monthly gross rent at an annual gross rent rate of $5.38 per
square foot on all space actually used by Tenant (currently 35,644.4 square
feet) (including any area under renovation by Tenant). Each month until the
Demised Premises is fully occupied by Tenant, Landlord shall submit a statement
setting forth the square footage occupied by Tenant upon which footage the $5.38
is to be paid. Landlord shall continue to pay all operating expenses, utilities,
taxes and insurance on the Demised Premises until the Premises is fully occupied
by Tenant and the provisions of Paragraph 3.01 with respect to the rent payment
due under Paragraph 3.01 become effective as provided herein. In addition Tenant
shall pay to Landlord as additional monthly rent interest (at a 9.5% annual
rate) on any portion of the $600,000 of the Renovation Allowance that Landlord
has advanced to pay such renovation expenses as provided for in Paragraph 4.03
hereof. The parties also agree that any Third-Party Tenants, whose leases and
possessory rights in the Demised Premises have not yet been terminated, shall be
terminated by Landlord upon the receipt of sixty (60) days notice from Tenant or
upon Landlord giving sixty (60) days notice to Tenant, whichever shall first
occur. Until such possessory rights are terminated and such "Third-Party Tenants
have in fact vacated the Building, the Tenant shall pay rent in accordance with
this Paragraph 19.
20.00 BROKERAGE. Landlord and Tenant warrant that they have
had no dealings with any broker or agent to whom a commission is due in
connection with the negotiation or execution of this Lease, and Landlord and
Tenant agree to indemnify each other against all costs, expenses, attorneys'
fees or other liability for commissions or other compensation or charges claimed
by any broker or agent claiming the same by, through or under Landlord or
Tenant, or as the case may be.
21.00 FUTURE EXPANSION. Landlord and Tenant acknowledge and
agree that Tenant may desire in the future to expand the size of the Demised
Premises and the Building to include certain property adjacent to the Property,
now owned by various third parties as more particularly shown on the plat
attached hereto as Exhibit B (the "Expansion Property"). Upon Tenant's request,
Landlord agrees to use its best efforts to secure options to purchase the
Expansion Property from the owners thereof on terms and conditions satisfactory
to Tenant and to cooperate with Tenant in connection with any necessary rezoning
of the Expansion Property required in order to allow Tenant to conduct its
operations thereon.
22.00 MISCELLANEOUS. The Lease contains the entire agreement
of the parties hereto, and no modification of this Lease shall be binding unless
in writing, duly executed by all the parties hereto. If any provision hereof
shall be declared invalid as offending any applicable law, the remaining
provisions of this Lease shall continue in full force and effect. The terms,
conditions and provisions of this Lease shall be binding upon Landlord and
Tenant and their respective heirs, executors, administrators, legal
representatives, successors and assigns and shall be interpreted in accordance
with the substantive law of North Carolina. The failure of either party at any
time to require performance by the other of any provision of this Lease will not
affect that party's right to enforce that provision, nor will the waiver by
either party of any breach of any provision of this Lease constitute a waiver of
any further breach of the same provision or any other provision. The parties may
execute this Lease in any number of counterparts and all those counterparts
taken together will constitute a single agreement.
IN WITNESS WHEREOF, Landlord and Tenant have set their hands and seals
hereunto and have caused this Lease to be executed on their behalf in their
names under seal, the day and year first above written.
AS TO Landlord: LANDLORD:
Signed, sealed and delivered in the
presence of:
____________________________(SEAL)
Xxxxxx X. Xxxxxx
--------------------------------
[Unofficial Witness]
____________________________(SEAL)
________________________________ Xxxxx X. Xxxxxx
[Witness] [Notary Public]
(Affix seal and date of expiration of
commission)
AS TO Tenant: TENANT:
Signed, sealed and delivered in the
presence of: MEDTOX SCIENTIFIC, INC.,
a Delaware corporation
By:______________________________
________________________________ Name: Xxxxx Xxxxxxxx
[Unofficial Witness] Title: VP Fin. and Admin.
--------------------------------
[Witness] [Notary Public]
(Affix seal and date of expiration of
commission)
EXHIBIT A
Description of the Building
The "Nova Building" is a two-story facility with a penthouse located at 0000
Xxxxxxx Xxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Alamance in North Carolina.
The subject building is zoned for light industrial use and contains
approximately 40,000 sq. ft. of combined office and manufacturing space along
with adjacent grounds and parking facilities. The subject building fronts on
Xxxxxxx Road at the intersection with Nova Lane. The subject property was
constructed in 1981 and is rectangular in shape.
EXHIBIT A-1
The Property
The "Nova Building" and related parking area comprising approximately 3.5 to 4.0
acres out of a parent tract of land comprised of 7.134 acres identified as lot
6-6-38 in the Alamance County tax records in Graham Township. Lot 6-6-38 is
owned by Xxxxxx X. and Xxxxx X. Xxxxxx.
EXHIBIT B
The Expansion Property
EXHIBIT C
Ongoing Repair and Maintenance Responsibilities
Item Repairs / Maintains / Replaces
------------------------------- -----------------------------------------------------
Mowing the grass/seeding MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------- -----------------------------------------------------
Landscaped area maintenance MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------- -----------------------------------------------------
External parking lot lights MEDTOX-Replaces (bulbs only)
Xxxxxx maintains currently XXXXXX-Repairs/Maintenance
------------------------------- -----------------------------------------------------
Parking lot MEDTOX-Routine Repairs/Maintenance (excluding
Xxxxxx maintains currently re-striping, re-sealing and re-paving)
XXXXXX-Replaces
------------------------------- -----------------------------------------------------
External signage MEDTOX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------- -----------------------------------------------------
Window washing MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------- -----------------------------------------------------
Roof (leaks, damage, etc.) XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------- -----------------------------------------------------
Exterior walls XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------- -----------------------------------------------------
Foundation XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------- -----------------------------------------------------
Structural portions XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------- -----------------------------------------------------
External plumbing XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------- -----------------------------------------------------
External electrical XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------- -----------------------------------------------------
------------------------------------------------------- -----------------------------------------------------
External natural gas XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------------------------------- -----------------------------------------------------
External water lines XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------------------------------- -----------------------------------------------------
External sewer lines XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------------------------------- -----------------------------------------------------
External HVAC gas packs (~9 each) XXXXXX-Repairs/Replaces
Xxxxxx maintains currently MEDTOX - Maintains
------------------------------------------------------- -----------------------------------------------------
External HVAC electric heat pumps (2 each) XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------------------------------- -----------------------------------------------------
External facility window (exclusive of washing) XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------------------------------- -----------------------------------------------------
External facility doors XXXXXX-Repairs/Maintains/Replaces
Xxxxxx maintains currently
------------------------------------------------------- -----------------------------------------------------
Trash container/pickup MEDTOX-Maintains
Xxxxxx maintains currently
------------------------------------------------------- -----------------------------------------------------
Cardboard container/pickup MEDTOX-Maintains
MEDTOX maintains currently
------------------------------------------------------- -----------------------------------------------------
Internal HVAC ductwork & coils MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Hot water boiler for heating system MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Heat exchanger/blower for boiler heating MEDTOX-Routine Repairs/Maintenance
system (7 each) XXXXXX-Replaces
Xxxxxx maintains currently
------------------------------------------------------- -----------------------------------------------------
Internal plumbing MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
------------------------------------------------------- -----------------------------------------------------
Internal electrical MEDTOX-Routine Repairs/Maintenance
MEDTOX maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Internal natural gas MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Internal water lines MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Internal compressed air lines MEDTOX-Routine Repairs/Maintenance
MEDTOX maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Air compressors (2 each) MEDTOX-Repairs/Maintains/Replaces
(purchased by MEDTOX)
MEDTOX maintains currently
------------------------------------------------------- -----------------------------------------------------
Refrigerated air dryers (2 each) MEDTOX-Repairs/Maintains/Replaces
(purchased by MEDTOX)
MEDTOX maintains currently
------------------------------------------------------- -----------------------------------------------------
Internal sewer lines MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Hot water heater MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Elevator system MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Dehumidification system MEDTOX-Repairs/Maintains/Replaces
(purchased by MEDTOX)
MEDTOX maintains currently
------------------------------------------------------- -----------------------------------------------------
Fire extinguishers MEDTOX-Routine Repairs/Maintenance
(came with building) XXXXXX-Replaces
MEDTOX maintains currently
------------------------------------------------------- -----------------------------------------------------
Fire Alarm System XXXXXX-Repairs/Maintains/Replaces
(Simplex and Xxxxx Fargo)
MEDTOX maintains currently (Simplex system came with
building and MEDTOX purchased Xxxxx Fargo system)
------------------------------------------------------- -----------------------------------------------------
------------------------------------------------------- -----------------------------------------------------
External Security System (ADT) MEDTOX-Repairs/Maintains/Replaces
(doors, windows, openings, etc.)
MEDTOX maintains currently (MEDTOX
purchased ADT system)
------------------------------------------------------- -----------------------------------------------------
Internal Security System (ADT) MEDTOX-Repairs/Maintains/Replaces
(equipment monitoring and notification)
MEDTOX maintains currently (MEDTOX
purchased ADT system)
------------------------------------------------------- -----------------------------------------------------
Internal facility windows MEDTOX-Routine Repairs/Maintenance
Xxxxxx maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Internal facility doors MEDTOX-Repairs/Maintains/Replaces
MEDTOX maintains currently
------------------------------------------------------- -----------------------------------------------------
Overhead shipping doors (2 each) MEDTOX-Repairs/Maintains/Replaces
MEDTOX maintains currently
------------------------------------------------------- -----------------------------------------------------
Emergency lighting system MEDTOX-Routine Repairs/Maintenance
MEDTOX maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Internal flooring MEDTOX-Routine Repairs/Maintenance
MEDTOX maintains currently (our areas) XXXXXX-Replaces (50% of total cost)
MEDTOX - Replaces (50% of total costs)
------------------------------------------------------- -----------------------------------------------------
Internal housekeeping MEDTOX-Routine Repairs/Maintains
MEDTOX maintains currently (our areas)
------------------------------------------------------- -----------------------------------------------------
Internal ceiling tiles MEDTOX-Repairs/Maintains
Xxxxxx maintains currently XXXXXX-Replaces (if water damaged from roof leaks)
------------------------------------------------------- -----------------------------------------------------
Internal lighting MEDTOX-Routine Repairs/Maintenance
MEDTOX maintains currently XXXXXX-Replaces
------------------------------------------------------- -----------------------------------------------------
Exhibit D
Repairs and Maintenance Activities
to be completed by Landlord
on or before 12/31/2001
1. Patch, reseal and stripe the asphalt parking lot areas (to identify 1
handicapped space, identify visitor spaces on side parking lot, and
remainder as employee parking spaces) per Property Condition Survey1.
2. Install Site lighting at the rear and southeast corner of the building per
Property Condition Survey1.
3. Secure door to Air Duct room to avoid injury due to inadequate flooring per
Property Condition Survey1.
4. Install HVAC unit in break room area if required, after building
renovation.
5. Increase HVAC capacity to improve QC/QA Department cooling & heating if
required, after building renovation.
6. Handle all existing tenant issues regarding vacating the premises,
equipment removal and preparing/cleaning the area for MEDTOX move-in.
7. Separate utilities outside the Nova building by placing "xxxxx usage
meters" on incoming lines to monitor and charge-back costs (current usage
xxxxx X current KW/hr cost) to Landlord, or installing separate metered and
billed line(s) from utility company(s).
8. Seal openings through roof due to hoods and inactive fans by leaving
hoods/fans on roof and sealing roof from inside with appropriate vapor
barrier materials to reduce the overall humidity levels in the Nova
building. Seal all openings/holes/etc. in walls, floors, etc. to outside to
reduce overall building humidity levels.
9. Remove all inactive HVAC equipment, roofing materials, etc. from Penthouse
area to provide racked record document storage per Property Condition
Survey1.
10. Remove all asbestos containing floor tiles and replace as necessary in
conjunction with MEDTOX facility renovations (EPOXY COVERING WILL PREVENT
NEED FOR REMOVAL...LANDLORD TO PAY FOR THIS IMPROVEMENT) per Property
Condition Survey1.
11. Install roof drains in "low areas" to remove excessive standing water on
roof per Property Condition Survey1.
12. Repaint Lobby ceiling, which is stained from water leakage.
13. Provide suitable hot water for operations in building by upgrading current
residential hot water heater to commercial grade hot water heater with
larger capacity per Property Condition Survey1.
14. Repair lower shipping dock leaks in overhead covering and leaks in
guttering around overhead covering.
15. Remove discarded conduit from roof and scrap conduit/metal studs from
Penthouse area per Property Condition Survey1.
16. Repair and re-key all external door locks.
17. Replace external residential style glass door in Olympic Labs with a
commercial grade metal door and re-key to external door locks.
18. Restore upper dock to original condition by removing outside walls, door,
covering, etc. to facilitate shipping/receiving operations by MEDTOX.
19. Remove water softener and well storage tank from warehouse S2 (old
Geoscience area).
20. Upgrade and renovate all restrooms (8 each). Several sinks are rusting and
porcelain is chipping off per Property Condition Survey1.
21. Restore all emergency lighting and exit signage by repairing or replacing
bulbs, batteries, chargers, signage, etc. per Property Condition Survey1.
22. Replace carpet (worn and stained) in Lobby.
23. Repair or replace torn, worn or unattached wallpaper.
24. Repair hole in the poured concrete wall to outside from Olympic Labs area
(Geoscience had a fan/blower installed at one time).
25. Power wash external concrete slabs on building, concrete walkways and
entranceways to remove mold and residue buildup.
26. Replace fireproofing in missing area above first floor warehouse per
Property Condition Survey1.
27. Seal joints between front stairwell slab and masonry retaining wall per
Property Condition Survey1.
28. Repair/replace aluminum siding pulled away from building addition on east
side per Property Condition Survey1.
29. Repair all roof leaks as necessary:
a. Library/Conference Room
b. Administrative area and remove gutter/bucket system
c. Upstairs production area around HVAC unit
d. DOD room area
e. Skylight in Lobby
1 Property Condition Survey report by Environmental Investigations, Inc. (for
Atlantic Partners, Ltd.) of NOVA Building conducted on June 8, 2000.
