OFFICE LEASE
between
LPC OF S.C., INC
(a Subsidiary of The Liberty Corporation)
LANDLORD
and
Trico Envirometrics, Inc.
TENANT
4055 Faber Place Drive
The Executive Park at Faber Place
No. Charleston, South Carolina
Date:
OFFICE LEASE
LEASE made this/ day of January, 1996, by and between LPC of S. C., Inc. ,
a corporation organized and existing under the laws of the State of South
Carolina (hereinafter called "Landlord"), and Trico Envirometrics. Inc.
(hereinafter called "Tenant").
WITNESSETH:
1. Demised Premises. Landlord. for the term and subject to the provisions
and conditions hereof, leases to Tenant, and Tenant rents from Landlord, Suite
201 (inclusive of Suite 210) the space (hereinafter referred to as the "Demised
Premises" and more particularly delineated on the floor plans annexed hereto as
Exhibit "A"), consisting of approximately 9,094 square feet of rentable space
(which includes the area outlined in Exhibit "A" Tenant's proportionate share of
common areas) on the second floor of the commercial office building located at
4055 Faber Place Drive in Executive Park at Faber Place in North Charleston.
South Carolina. The office building and adjacent land (consisting of
approximately 4.5 acres) on which it is situated is referred to hereinafter as
the Building. Landlord and Tenant agree that the Total Rentable Space in the
Building is 54.270 rentable square feet.
2. Term.
A. Duration. This Lease shall become fully effective and rent shall begin
to accrue on February 1, 1996, (the "Rent Commencement Date") and further
outlined on Exhibit "B" attached hereto and made a part hereof. The Lease Term
shall commence on the Rent Commencement date, except that the Lease Term shall
commence on the first day (the "Term Commencement Date") of the first calendar
month following the rent commencement Date if the Rent Commencement Date is
'other than the first day of a calendar month. The Lease Term shall continue for
a period of Three (3) years unless extended or sooner terminated as herein
provided. The Lease Term shall expire at midnight of the last day of the last
month of the Lease Term. If Landlord has not delivered possession of the Demised
Premises to Tenant by said Rent Commencement Date, the Rent Commencement Date
and Term Commencement Date shall be the date such possession is actually
delivered. Provided. however. that if possession has not been delivered by the
thirtieth day after the Rent Commencement Date specified above, Tenant may
cancel this lease at any time before possession is actually delivered. by giving
Landlord written notice thereof
B. Memorandum. 'When the date of commencement of the term of this Lease is
established, Landlord shall prepare and deliver to Tenant and Tenant shall
promptly execute and acknowledge a memorandum in form substantially as set forth
in hereto, containing the information set forth in said Exhibit. which. when
executed. shall be incorporated herein by reference.
3. Minimum Rent.
A. Minimum Rent shall accrue during the term at the annual rate specified
in Exhibit "B" hereto.
Such Minimum Rent shall be payable in advance. in equal monthly
installments of one twelfth (1/12th) of the annual amount, the installment for
the first full calendar to be payable upon execution of this Lease and
subsequent installments to be payable on the first day of each successive month
of term hereof following the first month of such term.
B. If the Rent Commencement Date of this Lease falls on a day other than
the first day of rent a month, Minimum Rent from such day until the first day of
the following month shall be prorated (on the basis of the number of days during
the first month) and shall be payable, in advance, on the Rent Commencement
date. In such event, the installment of rent paid at execution hereof shall be
applied to the due for the first full calendar month of the term hereof
C. Tenant hereby covenants and agrees to pay when due all Minimum Rent,
Additional Rent and other sums due to Landlord hereunder at such address as
Landlord may designate, from time to time, by written notice to Tenant, without
demand and without deduction, set- of, counterclaim or abatement for any reason.
D. If Landlord, at any time or times. shall accept said rent or any other
sum due to it hereunder after the same shall become due and payable. such
acceptance shall not excuse delay upon subsequent occasions or constitute, or be
construed as, a waiver of any Landlord's rights hereunder.
E. All sums payable by Tenant under this Lease, whether or not stated to be
Minimum Rent or Additional Rent. shall be collectible by Landlord as Additional
Rent, and on default in payment thereof Landlord shall have the same rights and
remedies as for failure to pay rent (without prejudice to any other right or
remedy available therefor).
F. Late Charge. Landlord may impose a late charge, due on demand. of not
more than five (5%) percent of any installment of Base Rent that is not received
within five (5) days after it is due. Any such late charge is in lieu of
interest on such installment, but it otherwise is in addition to, and does not
waive, limit, or otherwise impair, any other right or remedy of Landlord.
4. Rent Adjustment, Increment in Taxes and Operating.- Expenses.
A. Definitions. As used in this Paragraph 4. the followin2 terms shall be
defined as hereinafter set forth:
(I.) "Taxes" shall mean all taxes, assessments. and charges levied upon or
with respect to the Building or any personal property of Landlord used in the
operation thereof. Taxes shall include. without limitation. all general real
property taxes and general and special assessments. charges, fees. or
assessments for sit, housing, police, fire or other governmental services or
purported benefits to the Building, service payments in lieu of taxes. and any
tax. fee, or excise on the act of entering, into this Lease or any other lease
of space in the Building-, on the use or occupancy of the Building or any part
thereof, or on the rent payable under any lease or in connection with the
business of renting space in the Building, that are now or hereafter levied or
assessed against Landlord by the United States of America, the State of South
Carolina or any political subdivision, public corporation, district, or other
political or public entity. Taxes shall also include any other tax, fee, or
other excise, however. described, that may be levied or assessed as a substitute
for or as an addition to, in whole or in part, any other Taxes, whether or not
now customary or in the contemplation of the parties on the date of this Lease.
Taxes shall not include franchise, transfer, inheritance, or capital stock taxes
or income taxes measured by the net income of Landlord from all sources, unless,
due to a change in the method of taxation, any such tax is levied or assessed
against Landlord as a substitute for or as an addition to, in whole or in part,
any other tax that would otherwise constitute a property tax. Taxes shall also
include reasonable legal fees, costs, and disbursements incurred in connection
with proceedings to contest, determine. or reduce Taxes.
(2.) "Operating Expenses" shall include all expenses, costs and charges
paid or incurred by Landlord for the management, operation, maintenance and
repair ("repair" as used in connection with operating expenses shall not include
alterations or other capital expenditures made by Landlord. but shall include
the cost of any capital improvements made that were required under any
governmental law or regulation that was not applicable to the premises at the
time of delivery of possession of the Demised Premises to Tenant) of the
Building as a first class office building and shall include. but not be limited
to. the following:
a. Salaries or wages and fringe benefits and related costs for the services
of Landlord's employees performing services required in connection with the
operation. repair and maintenance of the Building; on a regular basis including:
(i) watchmen and persons engage d in patrolling and protecting the
Building;
(ii) carpenters. engineers. architects, mechanics. electricians, painters
and plumbers engaged in the operation, repair and maintenance of any part of the
Building, the plazas and sidewalks around the Building and the heating,
air-conditioning, ventilating, plumbing, electrical, elevator and other such
systems of the Building.
(iii) such other personnel employed from time to time in order to properly
maintain and operate the Building; and
(iv) personnel engaged exclusively in supervision of any of the persons
mentioned above.
b. The cost of materials and supplies used in the operation, repair and
maintenance of the Building.
c. The cost of replacement for tools and equipment used in the operation.
repair and maintenance of the Building.
d. The costs incurred by Landlord for building management and reasonable
legal, accounting or other professional fees incurred in connection with the
operation of the Building.
e. Amounts charged to Landlord by contractors for services. materials and
supplies furnished in connection with the operation, repair and maintenance of
any part of the Building, and the heating, air-conditioning, ventilating,
plumbing, electrical. elevator and other systems of the Building.
f. Amounts charged to Landlord by contractors for window cleaning, and
cleaning, janitorial and landscaping maintenance services in about the Building.
9. Premiums paid by Landlord for All Risk Insurance for the Building,
including, without limitation, fire insurance, with such extended coverage,
vandalism and malicious mischief coverage. and rent insurance coverage. of the
type and character usually carried by landlords of similar first class buildings
and premiums paid for comprehensive general public liability insurance against
claims for bodily or other personal injury, death or property damage, and if
carried by Landlord, boiler and machinery insurance and war risk insurance. and
such other insurance as may from time to time be reasonably require d by
Landlord to protect Landlord against other insurable hazards, which at the time
are commonly insured against in the case of premises similar to the Building.
h. Water and sewer charges.
i. Utility Costs for the operation. maintenance and repair of the Building.
The term "Utility Costs" shall include Landlord's annual expenses for the
operation and maintenance of the Building and the Office Space with respect to
utility charges for furnishing, heat, air conditioning, electricity, water.
sewage. gas, garbage removal, etc. If the final lease year (to include renewals)
during which escalation may occur shall contain less than twelve months. the
increases hereunder shall be prorated. the Tenant's obligation to pay such
increase to survive the expiration of the Lease (and renewal) term.
Any other expense or charge which, in accordance with sound accounting and
management principles generally accepted with respect to first class buildings
in Charleston, SC area would be construed as an operating expense.
Operating expenses shall be "net only". and for that purpose shall be
reduced by the amounts of any reimbursement. credit. recoupment. discount. or
allowance actually received by Landlord in connection with such expenses.
The following items shall be excluded from Operating Expenses:
(i) Labor Costs in respect of officers and executives of Landlord or
individual partners of a successor of Landlord if such successor be a
partnership;
(ii) Any insurance premium to the extent that Landlord is reimbursed
for such premium (other than by Additional Rent payments);
(iii) The cost of any items for which Landlord is reimbursed by
insurance or otherwise compensated;
(iv) The cost of any additions to the Building subsequent to the date
of original construction or any alterations or refurbishing of space leased
to other tenants of the Building.
(v) "Tenant's Share" means a pro rata portion which is a percentage
calculated by dividing the number of rentable square feet in the Demised
Premises by the Total Rentable Square feet in the Building, as set forth in
Article 1.
B. Payment of Tenant's Share
(1.) Tenant's Share of Taxes and Operating Exi2enso. For and with
respect to each calendar year within which the term of this Lease (and any
renewal or extension thereof) falls, during which the total of "Operating
Expenses" and the "Taxes" as hereinabove defined exceeds Four ($4.00)
Dollars per rentable square foot of Building- space per annum (the
"Operating Expense Base"), there shall accrue as Additional Rent Tenant's
Share of such excess Taxes and Operating Expenses for such year. Such
Additional Rent shall be prorated on a per them basis for any partial
calendar year included within the beginning and end of the term. For
purposes of this Paragraph 4B (I.), any assessment upon which Tenant's
Share of Taxes is based shall be deemed to be the amount initially assessed
until such time as a refund, rebate or increase, if any (retroactive or
otherwise), shall be finally determined to be due. and upon such final
determination, Landlord shall promptly notify Tenant of the amount, if any.
due to Tenant or Landlord. as the case may be. as a result of the
adjustment, and appropriate payment to Landlord or Tenant, as the case may
be. shall thereafter be promptly made. Landlord shall have no duty to
Tenant to contest. appeal or otherwise challenge any Taxes. In the event of
any reduction in Taxes by reason of legal or other action taken by Landlord
in contest of same. there shall be added to and be deemed a part of the
Taxes in question the amount of Landlord reasonable legal and other costs
and expenses in obtaining- the reduction (but not an amount in excess of
the tax saving for one year).
Time and Manner of Payment. Prior to the end of each calendar year
during the Term (and any renewal period), Landlord shall deliver to Tenant
a statement setting forth the amount by which the Operating Expenses and
Taxes are projected to exceed the Operating Expense Base. During, each
month of the ensuing calendar year, Tenant shall pay to Landlord as
Additional Rent, contemporaneously with payment of Minimum Rent, an amount
equal to one-twelfth (1/12) of Tenant's Share of such excess.
(3.) Tax and Operating- Expense Statements. On or about April I
following the end of each calendar year, or at such later time as Landlord
may be able to determine the actual amounts of Taxes and Operating Expenses
for the calendar year last ended, Landlord shall notify Tenant in writing
of such actual amounts. If the actual amounts exceed the amounts paid by
Tenant as Additional Rent on account thereof in the calendar Year last
ended, Tenant shall, within thirty (30) days of receipt of such notice, pay
to Landlord Tenant's Share of such excess. If the actual amounts of Taxes
and Operating Expenses for the calendar year last ended are less than the
amounts paid by Tenant in the calendar year last ended, then Landlord shall
credit such excess to installments of rent payable after the date of
Landlord's notice until such credit is exhausted. No interest or penalty
shall accrue to Tenant on any amounts which Landlord may be obligated to
credit or pay to Tenant by reason of this paragraph.
C. Survival After Termination. If. upon termination of this Lease for
any cause, the amount of any Additional Rent due pursuant to this Paragraph
4 has not yet been determined, Tenant shall pay Landlord an estimated
amount of Additional Rent as determined by Landlord based upon the
preceding year's Additional Rent, and an appropriate payment from Tenant to
Landlord or refund from Landlord to Tenant shall be made promptly after
such determination.
5. Use of Demised Premises. The Demised Premises shall be used by
Tenant as a business or professional office and for no other purposes
without the prior written consent of Landlord. Tenant will not use the
Demised Premises for the purpose of retail sales. Tenant shall not do or
permit to be done in or about the Demised Premises, nor bring or keep or
permit to be brought or kept therein, anything which is prohibited by or
will in any way conflict with any law, statute, ordinance or government
rule or regulation now in force or which may hereafter be enacted or
promulgated, or which is prohibited by any standard form of fire insurance
policy or will in any way increase the existing rate or affect any fire or
other insurance upon the Building or any of its contents, or cause a
cancellation of any insurance policy covering the Building or part thereof
or any of its contents. Tenant shall not do or permit anything to be done
in or about the Demised Premises which will in any way obstruct or
interfere with the rights of other tenants of the Building, or injure or
annoy them or use or allow the Demised Premises to be used for any
improper, immoral. unlawful or objectionable purpose nor shall Tenant
cause. maintain. or permit any nuisance in, on, or about the Demised
Premises, or commit or suffer to be committed any waste in. on or about the
Demised Premises. Tenant shall occupy the Demised Premises during the term
and use it for the uses permitted herein.
. Improvement of the Demised Premises. Landlord's standard finish in
the Demised premises for Tenant shall be limited to the items set forth in
Exhibit A- I attached hereto. It shall be presumed that all work performed
by or on behalf of Landlord as required herein was satisfactorily performed
in accordance with, and meeting the requirements of. this Lease. unless
within sixty (60) days after delivery of possession of the space to Tenant
and completion of such work Tenant shall notify Landlord, in writing, of
the specific deficiencies.
7. Services. The following provisions relating to Building services
shall be applicable:
A. HVAC. Landlord shall furnish heat, ventilation and air-conditioning
to the Demised Premises Monday through Friday from 8:00 a.m. to 6:00 p.m.,
and 8:00 a.m. to 1:00 p.m. Saturdays, holidays (meaning New Year's Day,
Memorial Day, July 4th. Labor Day, Thanksgiving Day, Christmas Day or such
days as are customarily designated for observance of such days) excepted.
Heat and conditioned air required by Tenant at times other than those
mentioned above shall be supplied upon reasonable prior notice, and shall
be paid for by Tenant, promptly upon billing, at such rates as Landlord
shall from time to time establish therefor. The heating and
air-conditioning systems intended to service the Demised Premises have been
designed to be capable of providing comfortable occupancy for normal office
use. Any additional or supplementary heating or cooling systems required or
desired by Tenant and approved by Landlord shall be installed at Tenant's
cost in accordance with the provision of paragraph 6 hereof The furnishing
of heat and conditioned air shall be subject to any statute, ordinance.
rule, regulation. resolution or recommendation for energy conservation
which may be promulgated by any governmental agency or organization which
Landlord shall be required to abide by, or in good faith may elect to abide
with.
B. Access. Tenant and its employees and agents shall have access to
the Demised Premises at all times, subject to the compliance with such
security measures as shall from time to time be in effect for the Building.
C. Janitorial. Landlord shall provide janitorial services to the
Demised Premises as specified on Exhibit "E" annexed hereto. Any and all
additional or specialized janitorial service desired by Tenant may be
contacted for by Tenant directly with Landlord's janitorial agent, and the
cost and payment therefor shall be and remain the sole responsibility of
Tenant. Tenant shall not place nor store any trash or other refuse matter
or debris in any corridors or common areas of the Building,. unless in
receptacles provided therefor by Landlord.
D. Repairs. Landlord shall be responsible for making structural
repairs to the Building, for maintaining the Building roof and exterior.
and for making repairs to systems, facilities and equipment located outside
of but furnishing service to the Demised Premise. In the event that any
such repair is required by reason of the negligence or abuse of Tenant or
its agents. employees. invitees or of any other person using the Demised
Premises with Tenant's consent, express or implied. Landlord may make such
repair and add the cost thereof to the first installment of rent which will
thereafter become due, unless Landlord shall have actually recovered or has
the right to recover such cost through insurance proceeds. All other
repairs of every type and nature including those to windows, plate glass
and doors. excluding repairs required by reason of acts of God. latent
defects in and settlement of the Building-. shall be Tenant's sole
responsibility,
E. Common Areas. Landlord shall keep and maintain the common areas and
facilities of the Building clean and in good working, order.
F. Lighting. Landlord will provide replacement of Building standard
lighting tubes, bulbs and ballast's.
G. Electricity. Landlord shall furnish the Demised Premises with
electric current for lighting and normal office use and for heating and
air-conditioning. Tenant shall not install or operate in the Demised
Premises any electrically operated equipment or other machinery, other than
typewriters, adding machines. reproduction machines. and other machinery
and equipment using I 10 voltage normally used in modem offices, without
first obtaining the prior written consent of the Landlord. Landlord may
condition such consent upon the payment by Tenant of Additional Rent as
compensation for the additional consumption of electricity occasioned by
the operation of said equipment or machinery. Landlord may require that
special. high electricity consumption installations of Tenant (such as
mainframe computer or reproduction facilities) be separately submetered for
electrical consumption, at Tenant's cost. In such case. Tenant shall pay
for such metered consumption based upon the retail rate (including all
applicable taxes and adjustment charges) which Tenant would have paid had
Tenant purchased such electricity directly from electric utility company.
8. Limitation Regarding Services. Landlord reserves the right, without
any liability to Tenant and without being in breach of any covenant of this
Lease, to interrupt or suspend service of any of the heating, ventilating,
air-conditioning, electric, or other Building systems serving the Demised
premises, or the rendition of any of the other services required of
Landlord under this Lease. whenever, and for so long as may be necessary by
reason of accidents. emergencies. strikes or the making of repairs or
changes which Landlord is required by this Lease or by law to make or in
good xxxxx xxxxx advisable, or by reason of difficulty in securing proper
supplies of fuel, steam, water, electricity, labor or supplies. or by
reason of any other cause beyond Landlord's reasonable control, including
without limitation. mechanical failure and governmental restrictions on the
use of materials or the use of any of the Building- systems. In each
instance, however, Landlord shall exercise reasonable diligence to
eliminate the cause of interruption and to effect restoration of service.
and shall give Tenant reasonable notice, when practicable, of the
commencement and anticipated duration of such interruption. Tenant shall
not be entitled to any diminution or abatement of rent or other
compensation nor shall this Lease or any of the obligations of the Tenant
be affected or reduced by reason of the interruption. stoppage or
suspension of the Building systems or services arising out of the causes
set forth in this paragraph.
9. Care of the Demised Premises. Tenant agrees that it shall comply
with the following requirements:
A. Governmental Requirements. Tenant shall at all times comply with
any and all Federal, state and local statues. regulations, ordinances. and
other requirements, of any of the constituted public authorities and of all
insurance underwriters, relating- to its use and occupancy of the Demised
Premises.
B. Access. Tenant shall give Landlord access to the Demised Premises
at all reasonable times, without charge or diminution of rent. and upon
reasonable prior notice (except that no prior notice shall be required in
an emergency), to enable Landlord: (1) to examine the same and to make such
repairs. additions and alterations as Landlord may be permitted or required
to make hereunder or as Landlord may deem advisable for the preservation of
the integrity. safety and good order of the Building or any part thereof.
and (2) to show the Demised Premises to prospective mortgages and
purchasers and, during the twelve (12) month period prior to expiration of
the term hereof. to prospective tenants. Except in the case of emergency,
and, such repairs. additions and alterations made by Landlord in the
Demised Premises shall be made during nonbusiness hours and in such manner
as not to unreasonably interfere with the conduct of Tenant's business.
unless required by virtue of Tenant's negligence or fault.
C. Condition. Tenant shall keep the Demised Premises and all
installations and systems therein in safe. good order and condition
generally and except for such structural repairs as are Landlord's
obligation under this Lease, Tenant shall, at its own cost. make all
repairs and replacements to the Demised Premises of every type and nature,
ordinary and extraordinary, foreseen or unforeseen, as are necessary to
maintain same in such safe, good order and condition. excluding repairs
required by reason of acts order of God, latent defects and settlement of
Building.
D. Surrender. Upon the termination of this Lease for any cause
whatsoever, Tenant shall remove Tenant's goods and effects and those of any
other person claiming under Tenant, and quit and deliver up the Demised
Premises to Landlord peaceably and quietly in as good order and condition
as at the inception of the term of this Lease (or in such condition as the
same hereafter may be improved by Landlord or Tenant), reasonable wear and
tear, damage by fire or other casualty and repairs which are Landlord's
obligation excepted. Goods and effects not removed by Tenant at the
termination of this Lease shall be considered abandoned and Landlord may,
upon ten (IO) days' notice to Tenant. treat the same as its own and use,
dispose of and/or store the same as it deems expedient, the cost of
disposal or storage to be charged to Tenant.
E. Tenant shall not place. paint or display signs lettering. logo or
advertising matter on the exterior or interior of the Building except with
the prior written approval of the Landlord.
F. Care, Insurance. Tenant shall not overload, damage or deface the
Demised Premisesor do any act which might make void or voidable any
insurance on the Demised Premises or the Building, or which may render an
increased or extra premium payable for insurance (and without prejudice to
any right or remedy of Landlord regarding, this subparagraph. Landlord
shall have the right to collect from Tenant upon demand, any such increase
or extra premium).
G. Alterations: Additions. Tenant shall not make any alterations of or
additions to the Demised Premises without the prior written approval of
Landlord. Said approval shall not be unreasonably withheld for
nonstructural interior alterations, provided reasonably detailed plans and
specifications for the work are furnished to Landlord. All such alterations
and additions, as well as all fixtures. equipment. improvements and
appurtenances installed in the Demised Premises (but excluding- Tenant's
trade fixtures) shall, upon installation. become and remain the property of
Landlord and shall be maintained by Tenant during the term hereof. and any
renewals and extensions thereof. in the same good order and repair in which
the Demised Premises are generally required to be maintained. Tenant shall,
at the expiration of the term hereof. remove Tenant's trade fixtures and
other personal property which can be removed without damage to the Demised
Premises. All alterations and additions by Tenant shall be performed in
accordance with the plans and specifications therefor submitted to
Landlord. in a good and workmanlike manner and in conformity with all laws,
regulations, rules, ordinances. and other requirements of any governmental
or quasi-governmental authorities having jurisdiction.
H. Rules and Regulations Tenant shall observe the rules and
regulations annexed hereto as Exhibit "D", as the same may from time to
time be amended by Landlord for the general safety, comfort and convenience
of occupants and tenants of the Building.
1. System Changes. Tenant shall not exceed the capacity of any of the
electrical conductors and equipment in the Demised Premises or Building and
shall not install any equipment of any kind or nature whatsoever which
would or might necessitate any changes, replacements or additions to (or
which might cause damage to) the plumbing system, the heating system,
air-conditioning system or the electrical system servicing the Demised
Premises or any other portion of the Building without the prior written
consent of the Landlord, and in the event such consent is granted. all
costs in connection with such replacements. changes or additions shall be
paid for by Tenant in advance.
10. Subletting and Assigning: Mortgages
A. General Restrictions. Tenant shall not assign this Lease or sublet
all or any portion or portions of the Demised Premises without obtaining
Landlord's prior written consent thereto, which consent, if given, will not
release Tenant from its obligations hereunder unless expressly so stated in
the consent and will not be deemed a consent to any further subletting or
assignment. Tenant shall furnish to Landlord, in connection with any
request for such consent, reasonably detailed information as to the
identity and business history of the proposed assignee or subtenant, as
well as the proposed effective date of the assignment or sublease. If
Landlord consents to any such subletting or assignment, it shall
nevertheless be a condition to the effectiveness thereof that a fully
executed copy of the sublease or assignment, in form and substance approved
by Landlord, be furnished to Landlord and that any assignee assume in
writing all obligations of Tenant hereunder. Tenant shall not mortgage or
encumber this Lease. Any profit made by Tenant from such assignment or
subletting shall be paid by Tenant to Landlord.
B. Affiliates. Landlord shall not unreasonably withhold its consent to
an assignment of this Lease or to a subletting of all or any portion of the
Demised Premises to a corporate affiliate of Tenant, for the uses permitted
in this Lease. For purposes hereof, the term corporate affiliate shall mean
a business entity or corporation that controls or is controlled by, or is
under common control with, Tenant. The word "control" means the right and
power, direct or indirect, to direct or cause the direction of the
management policies of an entity-,, through ownership of voting,
securities, contract or otherwise.
11. Fire or Other Casualty. In the event of damage to the Demised
Premises or those portions of the Building PTOvidin2 access or essential
services thereto. by fire, hurricane or other casualty, Landlord shall at
its expense cause the damage to be repaired to a condition as nearly as
practicable to that existing prior to the damage. with reasonable speed and
diligence. Landlord shall not however. be obligated to restore or rebuild
the Demised Premises to a condition in excess of that in which it was
delivered from Landlord to Tenant as specified in Paragraph 6 hereof. nor
in an, event to repair, restore or rebuild any of Tenant's property or any
alterations or additions made by Tenant after commencement of the term
hereof. To the extent and for the time that the Demised Premises are
thereby rendered untenantable. the rent shall proportionately xxxxx unless
the damage was due to the negligence of Tenant. In the event the damage
shall involve the Building generally and shall be so extensive that
Landlord shall decide not to repair or rebuild the Building. or if any
mortgagee of the Building shall not permit the application of adequate
insurance proceeds for repair or restoration of the Building, or if the
casualty of the Building shall not be of a type insured against under
standard fire policies with extended type coverage. this Lease shall, at
the option of Landlord, exercisable by written notice to Tenant given
within sixty (60) days thereof. be terminated as of a date specified in
such notice (which shall not be more than thirty (30) Xxxxx thereafter) and
the rent (taking into account any abatement as aforesaid) shall be prorated
to the termination date and Tenant shall thereupon promptly vacate the
Demised Premises.
12. Liability.
A. Damage in General. Tenant agrees that Landlord and its respective
officers, employees and agents. shall not be liable to Tenant, and Tenant
hereby releases said parties, for any personal injure or damage to or loss
of personal property in or about the Demised Premises c,;- Building, from
any cause whatsoever, unless such damage. loss or injury results from the
gross negligence or willfulness of Landlord or its officers, employees or
agents. Landlord and its officers, employees and agents shall not be liable
to Tenant for any such damage or loss whether or not such damage or loss
results from the gross negligence, or willfulness, to the extent Tenant is
compensated therefor by Tenant's insurance or could have obtained insurance
at customary rates to cover such damage or loss.
B. Indemnity. Tenant shall defend. indemnify and save harmless
Landlord and its agents and employees against and from all liabilities.
obligations. damages, penalties, claims, costs, charges and expenses,
including reasonable attorneys' fees, which may be imposed upon or incurred
by or asserted against Landlord and/or its agents by reason of any of the
following which shall occur during the term of this Lease or during any
period of time prior to the commencement date hereof when Tenant may have
been given access to or possession of all or any part of the Demised
Premises:
(I.) any work or act done in. on or about the Demised Premises or any
licensees or part thereof at the direction of Tenant, its agents,
contractors, subcontractors, servants, employees, invitees;
(2.) any negligence or other wrongful act or omission on the part of
Tenant or any of its agents. contractors. subcontractors. servants.
employees. subtenants, licensees or invitees;
(3.) any accident, injury or damage to any person or property
occurring in. on or about the Demised Premises or any part thereof, unless
caused by the gross negligence of Landlord. its employees or agents: and
(4.) any failure on the part of Tenant to perform or comply with any
of the covenants, agreements, terms, provisions, conditions or limitations
contained in this Lease on its part to be performed or complied with.
13. Eminent Domain. If all or any part of the Building shall be taken
or condemned for a public or quasi-public use under any statute or by right
of eminent domain or private purchase in lieu thereof by any competent
authority. Tenant shall have no claim against Landlord and shall not have
any claim or right to any portion of the amount that my be awarded as
damages or paid as a result of any such condemnation or purchase. and all
rights of the Tenant to damages therefor are hereby assigned by Tenant to
Landlord. The foregoing shall not. however. deprive Tenant of any separate
award for moving expenses, business dislocation damages or for any other
award which would not reduce the award payable to Landlord. Upon the date
the right to possession shall vest in the condemning authority. this Lease
shall cease and terminate with rent prorated to such date and Tenant shall
have no claim against Landlord for the value of any unexpired term of this
Lease. Notwithstanding the foregoing, if the condensation does not affect
the tenantabilitv of the Demised Premises, Landlord may,. at its sole
option, continue this Lease in full force and effect.
14. Insolvency. (a) The appointment of a receiver or trustee to take
possession of all or a substantial portion of the assets of Tenant, or (b)
an assignment by Tenant for the benefit of creditors, (c) the institution
by or against Tenant of any proceedings for bankruptcy or reorganization
under any state or federal law (unless, in the case of involuntary
proceedings, the same shall be dismissed within sixty, (60) days after
institution). or (d) any execution issued against a significant portion of
the assets of Tenant or against Tenant's leasehold interest hereunder which
is not stayed or discharged at least twenty (20) days prior to a scheduled
execution sale, shall constitute a breach of this Lease by Tenant.
Landlord, in the event of such a breach, shall have, without need of
further notice, the rights enumerated in Section 15 herein.
15. Default,
A. Events of Default. If Tenant shall fail to pay minimum Rent.
Additional Rent or any other s= payable to Landlord hereunder when due. or
if Tenant shall fail to perform or observe any of the other covenants,
terms or conditions contained in this Lease within ten (10) days (or such
longer period as is reasonably required to correct any such default, but
not more than thirty ('30.) days, provided Tenant promptly commences and
diligently continues to effectuate a cure) after written notice thereof by
Landlord, or if any of the events specified in Paragraph 14 hereof occur.
or if Tenant vacates or abandons the Demised Premises during- the term
hereof or removes or manifests an intention to remove any substantial
portion of Tenant's code or property. therefrom other than in the ordinary
and usual course of Tenant's business. or in the event Tenant's interest
under this Lease is assigned by operation of law without Landlord's
acceptance thereof. - if any of Tenant's property or goods in the Demised
Premises are seized or impounded by legal authority, then. and in any of
said cases (notwithstanding any former breach of covenant or waiver thereof
in a former instance), Landlord, in addition to all other rights and
remedies available to it by law or equity or by any other provisions
hereof. may at any time thereafter: upon five (5) days' notice to Tenant.
declare to be immediately due and payable, on account of the rent and other
charges herein reserved for the balance of the term of this Lease (taken
without regard to any early termination of said term on account of
default). a sum equal to the Accelerated Rent Component (as hereinafter
defined), and Tenant shall remain liable to Landlord as hereinafter
provided; and/or
(2.) whether or not Landlord has elected to recover the Accelerated
Rent Component. terminate this Lease on at least five (5) days' notice to
Tenant and. on the date specified in said notice. this Lease and the term
hereby demised and all rights but not obligations of Tenant hereunder shall
expire and terminate and Tenant shall thereupon quit and surrender
possession of the Demised premises to Landlord in the condition elsewhere
herein required and Tenant shall remain liable to Landlord as hereinafter
provided.
B. Accelerated Rent Component. For purposes hereof. the Accelerated
Rent Component shall mean the aggregate of-.
(I.) all rent and other charges, payments, costs and expenses due from
Tenant to Landlord and in arrears at the time of the election of Landlord
to recover the Accelerated Rent Component,
(2.) the Minimum Rent reserved for the then entire unexpired balance
of the term of @s Lease (taken without regard to any early termination of
the term by virtue of any default), plus all other charges, payments, costs
and expenses herein agreed to be paid by Tenant up to the end of said term
which shall be capable of precise determination at the time of Landlord's
election to recover the Accelerated Rent Component. discounted to present
value at the then existing prime rate of Wachovia National Bank or its
successor; and
(').) Landlord's good faith estimate of all charges, payments, costs
and expenses herein agreed to be paid by Tenant up to the end of said term
which shall not be capable of precise determination as aforesaid (and for
such purposes no estimate of any component of Additional Rent to accrue
pursuant to the provisions of Paragraph 4 hereof shall be less than the
amount which would be due if each such component continued at the highest
monthly rate or amount in effect during the twelve (12) months immediately
preceding the default) discounted to present value at the then existing
prime rate of Wachovia National Bank or its successor.
C. Re-entry. In any case in which this Lease shall have been
terminated, or in any case in which Landlord shall have elected to recover
the Accelerated Rent Component and any portion of such sum shall remain
unpaid, Landlord may, without further notice, enter upon and repossess the
Demised Premises, by summary proceeding( ejectment or otherwise, and may
dispossess Tenant and remove Tenant and all other persons and property from
the Demised Premises and may have. hold and enjoy the Demised Premises and
the rents and profits therefrom. Landlord may, in its own name, as agent
for Tenant. if this Lease has not been terminated, or in its own behalf. if
this Lease has been terminated, relet the Demised Premises or any part
thereof for such term or terms (which may be greater or less than the
period which would otherwise have constituted the balance of the term of
this Lease) and on such conditions and provisions (which may include
concessions or free rent) as Landlord 'in its sole discretion may
determine. Landlord may, in connection with any such relenting, cause the
Demised Premises to be redecorated. altered. divided. consolidated with
other space or otherwise changed or prepared for reletting. No reletting-
shall be deemed a surrender and acceptance of the Demised Premises.
D. Continuing, Liability. Tenant shall. with respect to all periods of
time up to and including the expiration of the term of this Lease (or what
would have been the expiration date in the absence of default or breach)
remain liable to Landlord as follows:
(I.) in the event of termination of this Lease on account of Tenant's
default or breach. Tenant shall remain liable to Landlord for damages equal
to the rent and other charges payable under this Lease b,,- Tenant as if
this Lease were still in effect, less the net proceeds of any relenting
after deducting all costs incident thereto (including- without limitation
all repossession costs. brokerage-e and management commissions. operating
and legal expenses annual tees, alteration 0 costs and expenses of
preparation for reletting) and to the extent such damages shall not have
been recovered by Landlord by virtue of payment by Tenant of the
Accelerated Rent Component (but without prejudice to the night of Landlord
to demand and receive the Accelerated Rent Component), such damage shall be
payable to Landlord monthly upon presentation to Tenant of a xxxx for the
amount due: and
(2.) in the event and so long as this Lease shall not have been
terminated after default or breach by Tenant, the rent and all other
charges payable under this Lease shall be reduced by the net proceeds of
any reletting by Landlord (after deducting all costs incident thereto as
above set forth) and by any portion of the Accelerated Rent Component paid
by Tenant to Landlord, and any amount due to Landlord shall be payable
monthly upon presentation to Tenant of a xxxx for the amount due.
E. Credit. In the event Landlord shall, after default or breach by
Tenant, recover the Accelerated Rent Component from Tenant and it shall be
determined at the expiration of the term of this Lease (taken without
regard to early termination for default) that a credit is due Tenant
because the net proceeds of relating, as aforesaid, plus the amounts paid
to Landlord by Tenant exceed the aggregate of rent and other charges
accrued in favor of Landlord to the end of said term. Landlord shall refund
such excess to Tenant. without interest, promptly after such determination.
F. No Duty to Relet. Landlord shall in no event be responsible or
liable for any failure to relet the Demised Premises or any part thereof,
or for any failure to collect any rent due upon a reletting.
G. Additional Rights. As a cumulative and alternative remedy of
Landlord in the event of termination of this Lease by Landlord following
any breach or default by Tenant, Landlord, at its option, shall be entitled
to recover damages for such breach in an amount equal to the Accelerated
Rent Component (determined from and after the date of Landlord's election
under this subsection (G) less the discounted present value of the fair
rental value of the Demised Premises for the remainder of the term of this
Lease (taken without regard to the early termination), and such damages
shall be payable by Tenant upon demand. All remedies set forth in this
Section 15 shall be in addition to any other remedies provided by law.
H. Bankruptcy. Nothing contained in this Lease shall limit or
prejudice the right of Landlord to prove for and obtain as damages incident
to a termination of this Lease, in any bankruptcy, reorganization or other
court proceedings. the maximum amount allowed by any statute or rule of law
in effect when such damages are to be proved.
I. Overdue Payments. If rent or any other sum due from Tenant to
Landlord shall be overdue for more than fifteen (15) days after the due
date. it shall thereafter bear interest at the rate of eighteen percent (I
8%) per annum (or, if lower. the hi2hest le2al rate) until paid.
16. Subordination.
A. General. This Lease is and shall be subject to and subordinate to
all ground or underlying- leases of the entire Building and to all
mortgages which may now or hereafter be secured upon the Building and/or
Land. and to all renewals, modifications, consolidations, replacements and
extensions thereof This clause shall be self-operative and no further
instrument of subordination shall be required by any lesser or mortgagee.
but in confirmation of such subordination. Tenant shall execute, within
fifteen (15) days after request, any certificate that Landlord may
reasonably require acknowledging such subordination. Notwithstanding the
foregoing, the party holding the instrument to which this Lease is
subordinate shall have the right to recognize and preserve this Lease in
the event of any foreclosure sale or possessory action. and in such case,
this Lease shall continue in full force and effect at the option of the
party holding the superior lien or interest and Tenant shall attorn to such
party and shall execute, acknowledge and deliver any instrument that has
for its purpose and effect the confirmation of such attornment. If
Landlords shall so request. Tenant shall send to any mortgagee or ground
lessor or lessor of the entire Building designated by Landlord. a copy of
any notice given by tenant to Landlord alleging a material breach by Land
lord in its obligations under this Lease. The foregoing provisions
concerning subordination shall be subject to the further limitation that
this Lease shall not be subordinated to any mortgage other than a first
mortgage unless the holder of such first mortgage shall consent thereto.
B. Rights of Mortgagee. In the event of any act or omission of
Landlord which would give Tenant the right. immediately or after lapse of a
period of time. to cancel or terminate this Lease, or to claim a partial or
total eviction. Tenant shall not exercise such right:
(I.) until it has given written notice of such act or omission to the
holder of each such mortgage and ground lease or underlying lease of the
entire Building whose name and address shall previously have been furnished
to Tenant in writing; and
(2.) until a reasonable period for remedying such act or omission
shall have elapsed following the giving of such notice (which reasonable
period shall in no event be less than the period to which Landlord would be
entitled, under this Lease or otherwise. after similar notice. to effect
such remedy).
C. Non-disturbance Agreement. The subordination of this Lease and of
Tenant's leasehold interest hereunder to the lien of any mortgage, ground
lease or other encumbrance hereafter placed on the Demised Premises is
conditioned upon execution and delivery by such mortgagee, ground lessor or
other encumbrancer to the Tenant of an agreement in form acceptable to
Landlord and the holder of such superior lien and in recordable form, under
which such mortgagee, around lessor or other encumbrancer (for itself, its
successors and assigns, and for anyone asserting title to, or right to
possession of, the Demised Premises under the remedies afforded by the
mortgagee, ground lease or other encumbrance). shall covenant and agree for
the benefit of Tenant. its successors and assigns:
(I.) to take no action to interfere with the possession and use of the
Demised Premises by Tenant. its successors and assigns and/or Tenant's
rights hereunder, except to the extent permitted to Landlord by the express
provisions of this Lease: and
(2.) upon any, foreclosure sale or other sale, the purchaser shall
become the Landlord under this Lease and agrees to be bound by all of its
terms, provided Tenant attorns to such purchaser.
17. Reservations in Favor of Landlord All walls, windows and doors
bounding the Demised Premises (including exterior Building walls, core
corridor walls and doors and any core corridor entrance), except the inside
surfaces thereof. any terraces or roofs adjacent to the Demised Premises,
and any space in or adjacent to the Demised Premises used for shafts.
pipes, conduits, fan rooms. ducts. electric or other utilities. sinks or
other Building facilities, and the use thereof. as well as reasonable
access thereto throu2h the Demised Premises for the purposes of operation,
maintenance. decoration and repair, are reserved to Landlord.
18. Notices. All bills. statements, notices or other communications
given hereunder shall be deemed sufficiently . given or rendered only if in
writing delivered personally or sent by certified mail, return receipt
requested, postage prepaid, as follows:
If to Tenant
Envirometrics, Inc.
Attn:
Faber Xxxxx Xxxxx Xxxxx 000
Xxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
If to Landlord: LPC of S.C.. Inc.
Attn: X. X. Xxxxxxxx, Xx.
Xxxx Xxxxxx Xxx 000
Xxxxxxxxxx. Xxxxx Xxxxxxxx 00000-0000
Copy to: Liberty Properties Group, Inc.
Attn: Xxxxx Xxxxxxxx
0000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxxx. Xxxxx Xxxxxxxx 00000
or to such other person or place as a party may designate by notice as
aforesaid. Notice by mail shall be deemed given on the date or receipt as
shown on the return receipt. Notices requesting after-hours Building
services may be given. in writing by Tenant to' the Building superintendent
designated by Landlord for such purposes.
19. Holding Over. Should Tenant wrongfully continue to occupy the
Demised Premises after expiration of the term of this Lease or any renewal
or renewals thereof, except on expiration of the term of this Lease or any
renewal or renewals thereof occasioned by default, such tenancy shall
(without limitation on any of Landlord's rights or remedies therefor) be
one at sufferance from month to month at a minimum monthly rent equal to
twice the total Minimum Rent and Additional Rent payable for the last month
of the term of this lease prior to the holdover. The foregoing right to
recover double rent shall not apply if Tenant shall experience any
unavoidable delay in moving due to strikes. accidents or acts of God. not
in excess of fifteen (I 5) days.
20. Waiver of Subordination. Each party hereto hereby, waives any and
every claim which arises or which may arise in its favor and against the
other party hereto during the term of this Lease or any extension or
renewal thereof for-any and all loss of. or damage to, any of its property
located within or upon or constituting a part of the Building. to the
extent that such loss or damage is recovered under an insurance policy or
policies and to the extent such policy or policies contain provisions
permitting such waiver of claims. Each party agrees to request its insurers
to issue policies containing such provisions and if any extra premium is
payable therefor, the party which would benefit from the provision shall
have the option to pay such additional premium in order to obtain such
benefit.
21. Rent Tax. If, during the term of this Lease or any renewal or
extension thereof. any tax is imposed upon the privilege of renting or
occupying the Demised Premises or upon the amount of rentals collected
therefor. Tenant will pay each month, as Additional Rent. a sum equal to
such tax or charge that is imposed for such month. but nothing herein shall
be taken to require Tenant to pay any income. estate, inheritance or
franchise tax imposed upon Landlord.
22. Prior Agreements, Amendments. This Lease constitutes the entire
agreement between the parties relating to the subject matter contained
herein. Neither party hereto has made any representations or promises
except as contained herein. This Lease supersedes all prior negotiations.
agreements, informational brochures, letters, promotional information and
other statements and materials made or furnished by Landlord or its agents.
No agreement hereinafter made shall be effective to change. modify,
discharge or effect an abandonment of this Lease, in whole or in part,
unless such agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge is sought. No agent or
employee of Landlord has authority to make or offer any modification or
amendment hereof except as provided herein.
23. Captions. The captions of the paragraphs in this Lease are
inserted and included solely for convenience and shall not be considered or
given any effect in construing the provisions hereof
24. Mechanic's Liens. Tenant shall, within twenty (20) days after
notice from Landlord, discharge or bond against any mechanic's lien for
material or labor or other 'reason for which mechanic's liens may be filed
claimed to have been furnished to the Demised Premises on Tenant's behalf
(except for work contracted for by Landlord) and shall indemnify, defend
and hold harmless Landlord from any loss incurred in connection therewith.
If Tenant fails to do so. Landlord may secure such discharge or bond
without liability to Tenant and all amounts paid and costs incurred therein
by Landlord shall be payable by Tenant to Landlord as Additional Rent with
the next due installment of Minimum Rent.
25. Landlord's Right to Cure. Landlord may (but shall not be
obligated), on five (5) days' notice to Tenant (except that no notice need
be given in case of emergency) cure on behalf of, and without liability to,
Tenant any default hereunder by Tenant. and the cost of such cure
(including any attorney's fees incurred) shall be deemed Additional Rent
payable upon demand.
26. Public Liability Insurance. Tenant shall at all times during the
period in which it has any occupancy rights in the Demised Premises,
maintain in full force and effect comprehensive public liability insurance.
naming Landlord and its Building management firm. if any. as additional
insureds, covering injury to persons in amounts at least equal to
$1.000,000 for bodily injury or death to any one person, $1.000,000 for any
one occurrence. and $500.000 for property damage. occurring in or about the
Demised Premises. Tenant shall deliver to Landlord duplicate originals or
certificates ' of such insurance at or prior to the date Tenant shall make
any entry into the Demised Premises. together with evidence of paid up
premiums. and shall deliver to Landlord renewals thereof at least thirty
(30) days prior to expiration. All such policies of insurance shall provide
that they shall not be canceled or amended without at least twenty (20)
days' prior notice to Landlord.
27. Estoppel Statement. Tenant shall from time to time. within ten
(10) days after request by, Landlord. execute. acknowledge and deliver to
Landlord a statement. which may be relied upon by Landlord or any proposed
mortgagee or ground lessor, certifying that this Lease is unmodified and in
full force and effect (or that same is in full force and effect as
modified, listing the instruments of modification). the dates to which rent
and other charges have been paid, and whether or not, to the best of
Tenant's knowledge, Landlord is in default hereunder or whether Tenant has
any claims or demands against Landlord (and. if so. the default. claim
and/or demand shall be specified).
28. Quiet Enjoyment. Tenant. upon payment of all rent and performance
of all obligations imposed under this Lease, shall have the peaceful and
quiet enjoyment of the Demised Premises without hindrance or disturbance by
Landlord or those claiming by, through, or under Landlord, subject,
however, to the terms of the Lease and to any mortgagee or lease which is
superior to this Lease.
29. Brokers. Tenant represents and warrants that it has not dealt with
any broker or agent in the negotiation for or the obtaining of this Lease
and that there are no claims for commissions or finders fees in connection
herewith and agrees to indemnify and hold Landlord harmless from any and
all cost or liability for compensation claimed by an broker or agent
employed by Tenant or claiming to have been engaged by Tenant in connection
with this Lease.
30. Certain Meanings, Limitation of Liability-,,.
A. Tenant. The word "Tenant" as used in this Lease shall be construed
to mean tenants in all cases where there is more than one tenant, and the
necessary grammatical changes required to make the provisions hereof apply
to corporations, partnerships or individuals. men or women, shall in all
cases be assumed as though in each case fully expressed. Each provision
hereof shall extend to and shall, as the case may require. bind and inure
to the benefit of Tenant and its successors and assigns, provided that this
Lease shall not inure to the benefit of any assignee of Tenant except upon
the express written consent of Landlord as herein provided.
B. Landlord. Mortgagee-. The term "Landlord" as used in this Lease
means the fee owner of the Building or. if different. the party holding and
exercising the right. as against all others (except space tenants of the
Building) to possession of the entire Building. Landlord above-named
represents that it is the fee owner as of the date hereof. In the event of
the voluntary or involuntary transfer of such ownership or right to a
successor-in-interest of Landlord, Landlord shall be freed and relieved of
all liability and obligation hereunder which shall thereafter accrue and
Tenant shall look solely to such successor-in-interest for the performance
of the covenants and obligations of the Landlord hereunder which shall
thereafter accrue. The liability of Landlord and its
successors-in-interest, under or with respect to this Lease, shall be
strictly limited to and enforceable only out of its or their interest in
the Buildings. and shall not be enforceable out of any other assets. No
mortgagee or around lessor which shall succeed to the interest of Landlord
hereunder (either in terms of ownership or possessor rights) shall: (i) be
liable for any previous act or omission of a prior landlord; (ii) be
subject to any rental offsets or defenses against a prior landlord- (iii)
be bound by any amendment of this Lease made without its written consent.
or by payment by Tenant of rent in advance in excess of one (1) month's
rent; (iv) be liable for any security not actually received by it: or (v)
be liable for an initial construction of the Improvements to be made to the
Demised Premises. Subject to the fore-foregoing,. the provisions hereof
shall be binding upon and inure to the benefit of the successors and
assigns of Landlord.
Miscellaneous.
A. Nonwaiver. The failure of either party to insist in any one or more
instances upon the strict performance of any one or more of the agreements.
terms, covenants, conditions or obligations of this Lease. or to exercise
any right. remedy or election herein contained. shall not be construed as a
wavier or relinquishment in the future of such performance or exercise. but
the same shall continue and remain in full force and effect with respect to
any subsequent breach. act or omission.
B. Partial Payment. No payment by Tenant or receipt by Landlord of a
lesser amount than the correct Minimum Rent or Additional Rent due
hereunder shall be deemed to be other than a payment on account, nor shall
any endorsement or statement on any check or any letter accompanying any
check or payment be deemed to effect or evidence an accord and
satisfaction. and Landlord may accept and negotiate .3uch check or payment
without prejudice to Landlord's right to recover the balance or pursue any
other remedy in this Lease or at law provided. No term or condition to the
contrary set forth on such check or payment shall be effective or valid to
any extent.
C. Requested Modifications. If. in connection with obtaining,
continuing or renewing financing for which the Building or the Demised
Premises or any interest therein represents collateral in whole or in part.
a banking. insurance other lender (even if the lender is Landlord) shall
require modifications of this Lease as a condition of such financing.
Tenant hereby expressly agrees to consent to any such required changes or
modifications to this Lease. except such as would alter the amount of
Minimum Rent or the term hereof or substantially impair Tenant's use and
enjoyment of the Demised Premises for the uses permitted herein.
D. Partial Invalidity. If any of the provisions 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 provision or provisions to persons or circumstances
other than those as to whom or which it is held invalid or unenforceable.
shall not be affected thereby, and every provision of this Lease shall be
valid and enforceable to the fullest extent permitted by law.
E. Common Facilities. Tenant and its agents. employees and invitees,
shall have the right to use, in common-non with all others granted such
rights by Landlord, in a proper and lawful manner, the common walkways and
sidewalks on the Land, the common entranceways, elevators and lobbies
furnshing, access to the Demised Premises, and the common lobbies. hallways
and toilet rooms on the floors on which the Demised Premises are located.
Such use shah be subject to such reasonable rules, regulations and
requirements as Landlord may from time to time prescribe with respect
thereto.
F. Governing. Law-. This Lease shall be governed in all respects by
the laws of the State of South Carolina.
32. Parking Landlord shall provide and maintain parking,-, areas in
-good condition in common with other tenants in the Building. Landlord
reserves the right to control the method. manner and time of park-in-. to
designate or assign specific spaces to Tenant and to designate areas where
tenants employees working regularly in the Building must park. Tenant shall
require its employees to abide by any such rules.
33. Effectiveness of Lease. The submission of this Lease for
examination does not constitute a reservation or offer of nor an option for
the Demised Premises or any other space within the Building and shall vest
no right in either party. This Lease shall not be binding nor become
effective to any degree unless and until it is fully executed and delivered
by both parties.
34. Rent A Separate Covenant. Tenant shall not for any reason withhold
or reduce Tenant's required payments of rentals and other charges provided
in this Lease, it being agreed that the obligations of Landlord hereunder
are independent of Tenant's obligations.
35. Joint And Several Liability. If two
A. or more individual corporations, partnerships, or other business
associations (or any combination of two or more thereof) shall sign this
Lease as Tenant, the liability of each such individual, corporation.
partnership or other business association to pay rent and perform all other
obligations hereunder shall be deemed to be joint and several. In like
manner, if the Tenant named in this Lease shall be a partnership or other
business association, the members of which are, by virtue of statute or
-general law, subject to personal liability, the liability of each such
member shall be joint and several.
36. Corporate Tenancy. If Lessee is a corporation. the undersigned
officer of Lessee hereby warrants and certifies to Lessor that Lessee is a
corporation in good standing and is authorized to do business in the State
of South Carolina. The undersigned officer of Lessee hereby further
wan-ants and certifies to Lessor that he or she as such office, is
authorized and empowered to bind the corporation to the terms of this Lease
by his or her signature thereto.
37. Force Majeure. Whenever a period of time is herein prescribed for
action to be taken by Landlord. Landlord shall not be liable or responsible
for. and there shah be excluded from the computation of any such period of
time. any delays due to strikes. riots, acts of God. shortages of labor or
materials, theft. fire. public enemy, injunction. insurrection, court
order. requisition of other governmental body or authority. war,
governmental laws, regulations or restrictions or any other causes of any
kind whatsoever are beyond the control of Landlord.
IN WITNESS WHEREOF. the parties hereto have caused this Lease to be
executed by their duly authorized representatives the day and year first
above written.
TENANT:
ENVIROMETRICS, INC
By:
Its:
LANDLORD:
LPC of S.C.. Inc.
By:
Its:
WITNESS:
SCHEDULE OF EXHIBITS
EXHIBIT CONTENTS
A FLOOR PLAN
A-1 LANDLORD'S WORK
B RENT SCHEDULE
c CONFIRMATION OF LEASE TERM
D BUILDING AND REGULATIONS
E JANITORIAL SPECIFICATIONS
WORK LETTER
1. Prior to the Commencement Date, Landlord shall, at its sole cost and
expense, do the work (herein called the "Work") necessary to furnish and install
within the Premises in accordance with the Working, Drawings (defined below) to
be prepared by the Landlord and approved in writing, by the Tenant, the
following Building Standard Tenant Improvements and Allowances (hereinafter
referred to as "Build Standard") and any Tenant's Non-Standard Work are
collectively referred to herein as the "Leasehold Improvements":
A. BUILDING STANDARD TENANT IMPROVEMENTS
1. CEILINGS Lay-in acoustical tile ceiling system (24" x 24" tile material
suspension system with cross "Ts") in pattern indicated on ceiling plan as it is
developed.
2. HEATING, VENTILATION, AND AIR CONDITIONING Heating, ventilating and air
conditioning (HVAC) system on each floor. HVAC system consists of packaged,
roof-mounted, cooling only, variable air volume air conditioning units (one unit
for each floor); primary duct system from roof mounted units to variable air
volume (VAV), or fan-powered variable air volume (FPVAV) terminal units:
secondary duct system from each VAV or FPVAV terminal unit to air distribution
devices (diffusers, registers and grilles). Landlord's HVAC system will provide
conditioned air in quantities necessary to support typical office use occupancy
(one person per 150 square feet two xxxxx per square foot lighting, one watt per
square foot miscellaneous sensible heat load for office equipment).
3. TOILET ROOMS Centrally located toilet rooms on each floor, including all
plumbing fixtures, toilet accessories, lighting, wall, floor an ceiling
finishes.
4. ELECTRICAL, TELEPHONE, AND JANITOR CLOSETS Electrical, telephone, and
janitor closets will be provided on each floor.
5. TENANT FINISH See attached Contractor's Work Letter.
OFFICE: (000)000-0000 FAX-. (000)000-0000
CONTRACT PROPOSAL
JANUARY 4,1996
LIBERTY PROPERTIES
ATTN.: XXX XXXXXXXX
Premises below described: Carolina Services, Inc. (here inafter known as
Contractor), hereby proposed to perform the following work, and to furnish
necessary material, labor and workmanship to install, construct and place the
improvement according to do following specification terms and condition on the
premises below described.
JOB. FABER PLACE, 4055 FABER PLACE DR. 2ND FLR -TRICO
Contractor submits the specification and estimates for the following:
CONSTRUCT WALLS AS PER PLANS IN Rm. 104 AND 109. WALLS TO BE 3 5/8 Metal
Studs WITH1/2' DRYWALL BOTH SIDES BUILT FLOOR TO WIDER SIDE OF CEILING GRID,
FURNISH AND INSTALL FOUR HOLLOW METAL DOORS FRAMES AND SOLID CORE BIRCH VENEER
DOOR WITH HARDWARE AND FINISH TO MATCH EXISTING. RM. 104 AND 109.FURNISH AND
INSTALL TWO WOOD FRAME FIXE GLASS WINDOWS IN ROOM 109. PAINT WALL TWO COATS FLAT
LATEX COLOR TO BE SELECTED WINDOW AND DOOR FRAMES TWO COATS SEMI GLOSS COLOR TO
BE SELECTED DOORS T\STAINED TO MATCH EXISTING AND REMOVE. AND REPLACE CARPET IN
RM. 10 1, 102,103,104,105,107AM 109. REMOVE AND REPLACE ALL COVE BASE. RELOCATE
AND/OR ADD FOUR SPRINKLER HEADS, ELECTRICAL -RELOCATE TWO 2/4 LIGHTS ADD FOUR
2.4 LIGHTS TOMATCH EXISTING ADD FOUR SWITCHES ADD FIVE OUTLETS
TOTAL $14.599.00
EXHIBIT ""
RENT SCHEDULE
Minimum Rent during the Lease Term and each renewal period shall be as
follows for approximately 9,094 square feet of space:
Xxxxx 000
6,243 SF
Effective Dates Rate Annual Monthly
02/01/96 - 01/31/97 $14.00 $87,402.00 $7,283.50
02/01/97 - 01/31/98 $15.50 $96,766.50 $8,063-88
02/01/98 - 01/31/99 $16.12 $100,637.16 $8,386.43
Xxxxx 000
2,851 SF
Effective Dates Rate Annual Monthly
02/01/96 - 01/31/97 $16.00 $45,616.00 $3,801.33
02/01/97 - 01/31/98 $16.64 $47,440.64 $3,953.39
02/01/98 - 01/31/99 $17.31 $49,350.81 $4,112.57
Combined Suites 201 &
9,094 SF
Effective Dates Rate Annual Monthly
02/01/96 - $14.63 $133,018.00 $11,084.83
01/31/97
02/01/97 - $15.86 $144,207.14 $12,017.26
01/31/98
02/01/98 - $16.49 $149,987.97 $12,499.00
01/31/99
EXHIBIT C
CONFIRMATION OF LEASE TERM
AGREEMENT made this 17 day of January, 1996, by and between LPC of S.C.,
Inc., (hereinafter referred to as "Landlord") and Trico Envirometrics, Inc.
(hereinafter referred to as "Tenant").
WITNESSETH:
WHEREAS, under a lease dated the day of January, 1996, between Landlord and
Tenant (the "Lease"), Tenant leased from Landlord certain space containing
approximately 9,094 square feet on the 2nd floor in Landlords building at 4055
Faber Place Drive, North Charleston, South Carolina, upon the terms and
conditions set forth in the Lease; and
WHEREAS, the Lease provides that the parties shall execute a confirmation
of certain information when the commencement date of the term has beer
determined;
NOW, THEREFORE the parties hereto confirm that the Rent Commencement Date
is Feb 1, 1996 and the Term Commencement Date is Feb 1, 1996 the Lease Term
shall continue until midnight on the 31 day 1999 unless sooner terminated as
provided in the Lease.
Tenant acknowledges that it is in possession of the Demised Premises
pursuant to the Lease that rent the amount specified in the Lease has begun
accruing, in accordance with the terms of the Lease; that said premises, as
completed, have been accepted by Tenant as being- in accordance with the terms
of the Lease except as follows:
Landlord and Tenant both acknowledge that as of the date hereof, the Lease
is in full force by the other under the Lease except as follows:
This Memorandum is hereby incorporated into and made part of the Lease. IN
WITNESS WHEREOF, the parties hereto have caused this document to be duly
executed the day and year first above written. LANDLORD: TENANT: LPC of S.C.,
Inc. Envirometrics. Inc.
BUILDING RULES AND REGULATIONS
1. The sidewalks, entryways, passages, corridors, stairways and elevators
shall not be obstructed by any of the tenants, their employees or agents. or
used by them for purposes other than ingress or egress to and from their
respective suites.
All safes or other heavy articles shall be carried up or into the leased
premises only, at such times and in such manner shall be prescribed by the
Landlord. and the Landlord shall in all cases have the right to specify a
maximum weight and proper position or location of any such safe or other heavy
article. Any damage done to the Building by taking in or removing, any safe or
from overloading any floor in any way shall be paid by the Tenant. The cost of
repairing or restoring any part of the Building which shall be defaced or
injured by a tenant, its agents, invitees or employees, shall be paid for by the
tenant.
2. Landlord shall have the right to approve all contractors'
representatives and installation technicians rendering any contract service on
or to the leased premises for the tenant before performance. This provision
shall apply to all work performed in the Building, including installation of
telephones, telegraph equipment computer equipment, electrical devices and
attachments and installations of any nature affecting, floors, walls, woodwork,
windows, ceilings, equipment or any other physical portion of the Building.
3. Landlord shall furnish a reasonable number of door keys to Tenant's
Demised Premises and/or Building, which shall be surrendered on termination of
the Lease. Landlord reserves the right-ht to require a deposit for such keys to
insure their return at the termination of the Lease. Tenant shall -et keys only
from Landlord and shall not obtain duplicate keys from any outside source.
Further. Tenant shall not alter the locks or effect any substitution of such
locks as are presently being- used in Tenant's Demised Premises or the Building.
No additional locks shall be placed upon any doors without the written consent
of the Landlord. All keys shall be surrendered upon the termination of a lease.
4. No windows or other openings that reflect or admit light into the
corridors or passageways, or to any other place in the Building, shall be
covered or obstructed BV any of the tenants.
5. The water closets and other water fixtures shall not be used for any
purpose other than those for which they were constructed, and any damage
resulting to them from misuse or abuse by a tenant or its agents, employees or
invitees, shall be borne by the tenant.
6. No person shall disturb the occupants of the Building, by the use of any
musical instruments, the making or transmittal of noises which are audible
outside the leased premises, or any unreasonable use. No dogs or other animals
or pets of any kind will be allowed in the Building.
7. No bicycles or similar vehicles will be allowed in the Building.
8. Nothing shall be thrown out the windows of the Building or down the
stairways or other passages.
9. Tenant shall not be permitted to use or to keep in the Building any
kerosene. camphene, burning, fluid or other illuminating- materials, or to bum
any article or material (except ordinary smoking tobacco products).
10. If any tenant desires telegraphic. telephonic or other electrical
connections, Landlord or its agents will direct the electricians as to where and
how the wires may be introduced, and without such directions no boring or
cutting for wires will be permitted. 26
11. No portion of the Building shall be used for the purpose of lodging
rooms or for any immoral or unlawful purposes.
12. The delivery of supplies to tenants in the Building will be permitted
only in a manner and at times approved by the Lessor.
13. All entrance doors leading from the hallways are to be kept closed at
all times.
14. Landlord reserves the right at all times to exclude newsboys,
loiterers. vendors, solicitors, and peddlers from the Building and to require
registration or satisfactory identification or credentials from all persons
seeking access to any part of the Building- outside ordinary business hours.
Landlord will exercise its best judgment in the execution of such control but
not be liable for the granting or refusal of such access.
15. Landlord reserves the right at all times to exclude the general public
from the Building upon such days and at such hours as in Landlord's sole
judgment will be in the best interest of the Building- and its tenants.
16. No wires of any kind or type (including but not limited to TV and radio
antennas) shall be attached to the outside of the Building and no wires shall be
run or installed in any part of the Building, without Landlord's prior written
consent.
17. If the Demised Premises are furnished with carpeting, Tenant shall
provide a Plexiglas or comparable carpet protection mat for each desk chair
customarily used by Tenant. For default or carelessness in these respects,
Tenant shall pay Landlord the cost of repairing- or replacing said carpets, in
whole or in part, as Additional Rent when, in Landlord's sole judgment, such
repair or replacement is necessary.
18. No smoking is allowed in the interior common areas of the Building.
Smoking may be permitted in designated exterior areas on the Property.
SPECIFICATIONS FOR CLEANING AND JANITORIAL SERVICES
DAILY:
1. All desks and other furniture will be dusted with specially treated dust
cloths.
2. All window xxxxx, chair rails, baseboards. molding, partitions, picture
frames under six feet in height will be hand dusted and wiped clean.
3. All floors will be dust mopped with specially treated dust mops.
4. All bright metal work will be maintained and kept in a clean, polished
condition.
5. All drinking fountains will be thoroughly cleaned and sanitized.
6. All stairways will be vacuumed or mopped as needed.
7. Replacement of light bulbs as needed.
8. All elevators will be wet mopped, once coat of finish applied to floor
and machine buffed. If floors are carpeted, carpet will be vacuumed nightly.
Interior of cabs will be wiped clean and all metal hardware polished.
9. Empty, clean and dust all wastepaper baskets, ash trays, receptacles,
etc.
10. Remove trash and wastepaper to designated areas.
11. Carpeting and rugs to be vacuumed nightly.
12. All tile floors in all areas will maintain a satin finish. Trafficked
areas to receive regularly programmed floor maintenance to insure luster and
remove black marks and scuffs.
LAVATORIES
1. Floors to be swept and washed, using- antiseptic liquid detergent.
2. Bowls, urinals and bases will be cleaned nightly. A safe antiseptic and
deodorant bowl cleaner will be used.
3. All metal and mirrors will be cleaned and polished.
4. Fill and maintain mechanical operations of all tissue, towel. soap and
sanitary napkin dispensers. Materials to be supplied from contractor's stock.
5. Remove wastepaper and refuse.
WEEKLY:
1. Spot clean all interior partition -glass as required.
2. Remove fingerprints. smudges and scuff marks from all vertical and
horizontal surfaces (doors, walls, xxxxx) under six feet in height.
3. Wash and refinish resilient floors in public areas, strip, wax and
polish as needed.
MONTHLY:
1. Polish and buff (no wax) resilient floors in tenant areas as needed.
2. Dust all louvers, grills and other than flush light fixtures.
OUARTERLY:
1. Dust clean all vertical surfaces; such as walls, partitions, doors,
etc. not reached in nightly cleaning.
EVERY FOUR MONTHS:
Wax and buff all resilient flooring in tenant areas, or as needed. Floors
shall be stripped, rewaxed and buffed when required. Unusual traffic conditions
will receive special attention.
EVERY SIX MONTHS:
1. Dust and damp wipe all ceiling vents.
2. Wash windows, inside and out.
