LEASE
This lease made this 18th day of SEPTEMBER 1998 by and between QUALITY DAIRY
COMPANY a Michigan CORPORATION having its principal offices at 000 X. XX. XXXX
XXX.. LANSING. MI 48190 hereinafter called "Landlord" and OPEN PLAN SYSTEMS.
INC., a Virginia CORPORATION having its principal office at 0000 XXXXXXXX XXX.,
XXXX. X. XXXXXXXX, XX 00000, hereinaffer called "Tenant".
WITNESSETH:
1. LEASED PREMISES - Landlord, in consideration of the rent to be paid and
covenants to be performed by Tenant, does hereby demise and lease unto Tenant,
and the Tenant hereby rents from Landlord, those certain premises located at
2100 and 0000 X. XXXXXXXXXX XXX. XXXXXXX, XX 00000 which property is legally
described as:
SEE ATTACHED EXHIBITS A, B, AND C THAT ARE INCLUDED AND MADE A PART OF THIS
LEASE.
2. TERM - The term of this Lease shall commence on OCTOBER 1. 1998 at which time
occupancy shall begin and shall be for TWO ( 2 ) year ending SEPTEMBER 30. 2000
at 12:00 midnight. Tenant shall have the option to continue and renew this lease
under the following terms and conditions:
1) Tenant must notify Landlord ninety (90) days before the termination of this
lease of its intention to exercise its option to renew the same.
2) The option to renew this lease shall be ONE (1) YEAR. OCTOBER 1. 2000 TO
SEPTEMBER 30. 2001.
3. LEASE YEAR DEFINED - The term "lease year" as used herein shall be defined to
mean a period of twelve (12) consecutive calendar months. The first lease year
shall begin on the commencement date of the term of this Lease. Each succeeding
lease year shall commence on the anniversary date of the first lease year.
4. MINIMUM ANNUAL RENT - Tenant shall pay the Landlord as minimum rent during
the term of this lease the sum of ONE HUNDRED NINETY THREE THOUSAND THREE
HUNDRED SIXTY EIGHT AND 00/100 ( $193.368.00 1 Dollars annually which is to be
paid at the rate of SIXTEEN THOUSAND ONE HUNDRED FOURTEEN AND 00/100 ($16 114.00
) Dollars monthly in advance on the first day of each month. This minimum rent
is calculated at the rate of $2.65 per square feet for the 58.850 leaseable
square feet and at the rate of $1.17 per so. ft. for the 32 100 sq. ft.
basement.
Tenant shall pay -0- Security deposit
Tenant shall pay -0- Security deposit
Tenant shall pay -0- Security deposit
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5. COST OF LIVING ADJUSTMENT - On every anniversary of the beginning of the
lease term, the monthly minimum rent as specified for the yearly period shall be
adjusted, but not below the rent for the prior yearly period, to compensate for
the loss of purchasing power of the United States of America Dollar during the
preceding year. Increases shall be limited to $.085 per sq. ft. per year for
main floor areas and $.03 per sq. ft. per year for the basement area.
6. USE OF PREMISES - Tenant shall use premises for STORAGE AND RECONDITIONING OF
OFFICE FURNITURE AND OFFICES
Tenant shall conduct no other business from the premises. Tenant must notify
Landlord in writing of any intended change in use at least thirty (30) days
prior to such change in use and Tenant shall not make such change without
Landlord's written permission which permission will not be unreasonably
withheld. There shall be no storage of toxic substances within the leased area,
7. REPAIRS BY LANDLORD AT LEASE COMMENCEMENT'- Tenant-will inform Landlord in
writing within thirty (30) days of commencement of the lease of any defects in
the operation of the air, heat, electric and plumbing. Landlord will bring these
systems into good operating condition within seven (7) days of receipt of
Tenants written correspondence.
8. JANITORIAL - Tenant shall be liable for the removal of its trash, interior
cleaning and cleaning of the exterior grounds within fifty (50) feel radius of
the leased premises.
9. PARKING AREA - Tenant, its employees and agents shall restrict their parking
of any vehicle only to that area designated by the Landlord for such parking.
10. SNOW REMOVAL - Landlord will hire an independent contractor to remove snow
from the parking lot. Tenant will pay AS BILLED per incidence of such removal
costs when billed by the Landlord. Sidewalk snow removal and deicing of
sidewalks and parking lot shall be the responsibility of the Tenant.
11. REPAIR AND MAINTENANCE - Landlord agrees during the term of this Lease, at
Landlord's cost and expense, to properly maintain and make necessary exterior
walls, roof and structural portions of the leased premises. Tenant agrees to
maintain and repair, ceilings, floor cover, wall finish, glass windows and
doors, Heating, Ventilating, Air conditioning system rest rooms. Landlord agrees
to maintain all utility connections from the exterior walls of the premises to
the utility connections. Tenant agrees to maintain and repair all utility
systems, pipes, lines, etc. on the interior of the leased premises at his own
cost. Landlord agrees to maintain the parking lot surface and landscaping.
12. FIRE OR CASUALTY - If the leased premises shall be damaged or destroyed in
whole or in part by fire, the elements or other casualty during the term hereof,
Landlord shall, at its own cost and expense promptly repair and restore the
entire leased property to a condition substantially equal to the condition of
the lease property before the damage. The minimum rents, and all other changes
shall xxxxx from the date of such damage until the date thirty (30) days after
the xxxx the Landlord shall have repaired and restored the leased premises as
outlined.
In the event the Landlord has not completed the repairs and restoration of the
leased premises within three (3) months after the date of the damage, the Tenant
at its option, may cancel and terminate this Lease upon ten (10) days written
notice.
13. CONDITION OF PREMISES - Tenant agrees to maintain the premises in the same
condition as when received and will not allow any waste, misuse or neglect or
should waste, misuse or neglect occur on the leased premise, that the
responsibility therefore shall be that of the Lessee, unless damage occurs
through the fault of the Lessor.
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14. IMPROVEMENTS - Tenants may not alter, make improvements or change the
property or its improvements, without the prior approval of Landlord.
15. CONDITION OF PREMISES UPON TERMINATION - At the expiration of this Lease
Tenant will quit and surrender the leased premises in as good a condition as it
was when entered into except for wear and tear.
16. UTILITIES AND TAXES - Tenant shall be responsible for the payment of all
utility costs and personal property taxes. Landlord shall pay annual real estate
taxes assessed against this property when due.
17. EMINENT DOMAIN - If the whole of the leased premises shall be taken for any
public or quasi-public use under any statute or by right of eminent domain, then
this Lease shall automatically terminate as of the date the title shall be
taken. If any part of the leased premises shall be taken so that it interferes
with the right of Tenant in carrying out its general business, then the tenant
shall have the right to terminate this Lease upon thirty (30) days written
notice to Landlord given within ninety (90) days after the date of such taking
and upon termination the parties hereto shall be released from a all their
respective obligations hereunder. Landlord shall be entitled to claim all
damages and award for damages and all compensation for the diminution in value
of the fee of the leased premises.
18. RE-RENTING - Tenant hereby agrees that for a period commencing sixty (60)
days prior to the expiration of this Lease, Landlord may show the leased
premises to prospective Tenants by giving 24 hours written notice to Tenant and
only during normal business hours.
19. HOLDING OVER - In the event Tenant holds over after the expiration of the
term of this Lease, including any extensions thereof, thereafter the tenancy
will be deemed to be from month to month at the rents specified (prorated on a
monthly basis) and shall otherwise be on the terms and conditions herein
specified as applicable.
20. TENANT'S DEFAULT - Tenant shall be deemed in default for failing to timely
pay the rent or other charges due hereunder. After seven (7) day written notice
of these charges has been given. to Tenant and the allotted time for payment has
lapsed and Tenant has failed to correct the default, Landlord shall be entitled
to start eviction procedures for the removal of Tenant from the leased premises.
Tenant shall be deemed to be in default of other provisions of this Lease if
written notice of such violation has not been corrected within thirty (3) days
of the date such written notice is given to Tenant.
21. RIGHT TO RE-ENTER - In the event any rent shall be due and unpaid, and such
default shall not have been cured after written notice and within the time
herein provided, or if the leased premises shall be abandoned, then it shall be
lawful for Landlord, its certain attorney, representative or assigns, upon ten
(10) day written notice to Tenant, to either terminate this Lease or to lawfully
re-enter into and repossess the leased premises and Tenant and each and every
occupant to remove and put out.
22. ASSIGNMENT - Tenant may not assign this Lease or any interest in it without
the prior written approval of Landlord, which approval will not be unreasonably
withheld.
23. SUCCESSORS - All rights and liabilities herein given or imposed upon the
parties hereto shall extend to and bind the heirs, executors, administrators,
successors and assigns of the said parties.
24. NOTICE - Any notice, demand, request, or other instrument which may be or is
required to be given under this lease shall be sent by United State Certified
mail, return receipt requested, postage prepaid to the respective parties at the
addresses given hereto in this Lease.
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25. ARBITRATION - Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled by arbitration administered by
the American Arbitration association under its Commercial Arbitration rules, and
judgment on the award rendered by the arbitrator(s) may be entered in the Xxxxxx
County, Michigan Circuit Court. This is intended to be statutory arbitration
under MCL 600.5001, et. sea. MSA 27 A.5001, and MCR3.602.
26. JURY TRIAL - Landlord and Tenant knowingly, voluntarily, and intentionally
waive trail by jury in any action to enforce this lease.
27-. ATTORNEY FEES - Each party shall pay their own respective legal fees.
28. INSURANCE REQUIREMENTS - Tenant shall keep in force throughout the Term: (a)
A Commercial General Liability insurance policy or policies to protect the
Landlord Entities against any liability to the public or to any invitee of
Tenant or a Landlord Entity incidental to the use of or resulting from any
accident occurring in or upon the Premises with limits of not less than
$1,000,000.00 per occurrence and not less than $2,000,000.00 in the annual
aggregate, or such larger amount as Landlord may prudently require from time to
time, covering bodily injury and property damage liability and $1,000,000.00
products completed operations aggregate: (b) A Business Auto Liability insurance
policy or policies covering owner, non-owned and hired vehicles with limits of
not less than $1,000,000.00 per accident; (c) An insurance policy or policies
protecting against liability under Worker's Compensation Laws with limits at
least as required by statue; (d) An Employer's Liability insurance policy or
policies with limits of $100,000.00 per accident, $500,000.00 disease policy
limit, $100,000.00 disease - each employees: (e) All Risk or Special Form
insurance coverage protecting Tenant against loss or damage to Tenant's
alterations, additions, improvements, carpeting, floor coverings, panelings,
decorations, fixtures, inventory, plate glass and other business personal
property situated in or about the premises to the full replacement value of the
property so insured loss of income.
29. PROOF OF INSURANCE - Each of the required policies shall (a) be provided at
Tenant's expense; (b) name the Landlord Entities as additional insureds; (c) be
issued by an insurance company authorized to transact business in Michigan and
rated at Least "A Class Vll" by Best's Insurance Reports during the Term; and
9d) provide that said insurance shall not be canceled unless thirty (30) days
prior written notice (ten days for non-payment of premium) shall have been given
to Landlord; and said policy or policies or certificates thereof shall be
delivered to Landlord by Tenant upon the Actual Commencement Date and at least
thirty (30) days prior to each renewal of said insurance.
30. WAIVER OF SUBROGATION - Tenant and Landlord hereby mutually waive their
respective rights of recovery against each other for any loss insured by fire,
extended coverage, All Risks or other insurance now or hereafter existing for
the benefit of the respective party by only to the extent of the net insurance
proceeds payable under such policies. Each party shall obtain any special
endorsements required by their insurer to evidence compliance with the
aforementioned waiver.
31. CONTRACTORS INSURANCE - Whenever Tenant shall undertake any alterations,
additions or improvements in, to or about the Premises ("Work") the aforesaid
insurance protection must extend to and indude injuries to persons and damage to
property arising in connection with such Work, without limitation, including
liability arising under any applicable structural work act, and such other
insurance as Landlord shall require; and the policies of or certificates
evidencing such insurance must be delivered to Landlord prior to the
commencement of any such Work.
-4- 32. HOLD HARMLESS AGREEMENT - Tenant shall save the Landlord and its Agents
harmless and indemnified from all loss, damage liability or expense incurred,
suffered or claimed by any person by reason of Tenant's negligence or use of the
lease premises or the building of which the leased premises are apart or
anything herein, or the parking facilities on or adjacent thereto ... or by
reason of any injury, loss, or damage to any person or property upon the leased
premises not caused by negligence of the Landlord.
33. INDEMNIFICATION - None of the Landlord Entities shall be liable and Tenant
hereby waves all claims against them for any damage to any property or any
injury to any person in or about the Premises or from any cause whatsoever
(including without limiting the foregoing, rain or water leakage of any
character from the roof, windows, walls, basement, pipes, plumbing works or
appliances, the premises not being in good condition or repair), except to the
extent caused by or arising from the sole negligence of Landlord or its agents,
employees contractors. Tenant shall protect, indemnify and hold the Landlord
Entities harmless from and against any and all loss, claims liability or costs
(including court costs and attorney's fees) incurred by reason of; (a) any
damage to any property (including but not limited to property of any Landlord
Entity) or any injury (including but not limited to death) to any person
occurring in, on or about the Premises to the extent that such injury or damage
shall be caused by or arise from any actual or alleged act, neglect, fault, or
omission by or of Tenant, its agents, servants, employees, invitees, or visitors
to meet any standards imposed by any duty with respect to the injury or damage;
(b) the conduct or management of any work or thing whatsoever done by the Tenant
in or about the Premises or from transactions of the Tenant concerning the
Premises; (c) Tenant's failure to comply with any and all governmental laws,
ordinances and regulations applicable to the condition or use of the Premises or
its occupancy; or (d) any breach or default on the part of Tenant in the
performance of any covenant or agreement on the part of the Tenant to be
performed pursuant to this Lease. The provisions of this Article shall survive
the termination of this Lease with respect to any claims or liability accruing
prior to such termination. Landlord may charge Tenant for additional insurance
costs related to the use or occupancy of the premises or from the failure of the
Tenant to supply Landlord with the insurance and proper proof of insurance.
34. PARTIAL INVALIDITY - The invalidity or unenforceability of any provision of
this Lease shall not effect or impair the validity of any other provision. The
Lease shall be governed by the laws of the State of Michigan.
35. ENTIRE AGREEMENT - This Lease the Exhibits attached hereto, set forth all
the covenants, promises, agreements, conditions and understandings of the
parties hereto and there exist no other oral or written covenants, promises,
agreements, conditions or understandings between them. No change or amendment to
the Lease can be made or be binding unless it is in writing and signed by both
parties.
36. ODOR CONTROL - Tenant agrees to effectively prevent odors from vaporized
paints, solvents or other materials used in the restoration of office furniture
or any other operations in the leased premises to contaminate the air space in
any building area above, below or the sides of the leased premises. Tenant shall
remove odors from its leased premises upon written notification by Landlord. It
is mutually agreed that time is of the essence.
37. OFFICE AREA LIMITATION - Tenant shall limit its office space to 5,000 sq.
ft. at 2110 X. Xxxxxxxxxx and to 800 sq. ft. existing office space at 0000 X.
Xxxxxxxxxx Xxxxxx. No further expansion of office space is allowed or
contemplated with this lease.
38. TRUCK PARKING - Tenant shall not park trucks or trailers that are longer
than 25 ft. overnight at any of the truck docks at 0000 X. Xxxxxxxxxx Xxxxxx.
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39. COMMON DOCKS - Use of two docks at 2100 and 2104 X. Xxxxxxxxxx shall be made
available to Tenant. The dock area is not under lease of Tenant, it is a
non-dedicated common use dock.
40. BASEMENT STORAGE - All storage of products in basement are on pallets or any
other material raised two (2) inches or more off floor.
41. UTILITY ROOM - Landlord reserves a 3,200 sq. ft. area in the North-East
corner of the basement of 2110 X. Xxxxxxxxxx for access to various utility
connections.
42. PARKING for Tenant is described as follows:
A. 55 employee parking spaces.
B. 5 customer parking spaces
C. 8 truck or trailer parking spaces.
43. EXTERIOR AREA USES - No storage or staging of materials in dock areas,
raceway or elevator areas which are designated common areas by Landlord.
44. DUMPSTERS - Trash Containers may not be stored outside of leased premises
unless approved in advance by Landlord.
45. SECURITY - Tenant shall secure all exterior doors to common areas and close
and lock all fire doors in raceways (both floors) when not actively moving
materials.
46. SUCCESSOR LEASE - This lease is intended to replace the Lease originally
signed on August 8, 1993 between Quality Dairy Co. and Immaculate Eagle, Inc.
47. FLOOR REPAIR - Landlord shall promptly repair floors that need repair and
are the responsibility of the Landlord to repair.
48. FORK TRUCK LOADS - Tenants fork trucks maximum loaded weight may not exceed
8,000 pounds. Tenant minimum tire size for three (3) existing fork trucks
numbered 1, 2, and 3 in 4 1/2" wide by 13" in diameter. All new fork trucks
shall have Pneumatic tires (either air or rubber filled) and have a tire size of
6" wide and 13" in diameter. Tenants use of fork trucks that contain wheel sizes
smaller than the defined minimum sizes constitutes misuse of the premises.
Tenant will then be responsible for repairs to the damaged building structures
such as floors and floor supports.
IN WITNESS WHEREOF, Landlord and Tenant have signed their names and fixed their
seals (if any) as of this day and year first above written.
In the Presence of: Landlord
By:
/s/ Quality Dairy Inc.
/s/ Xxxxx X. Xxxxx Its:
Tenant By:
/s/ Xxxxxxx X. Xxxxxxxx
