Exhibit 10.9
STANDARD LEASE
SUITE To Be Determined
Lincoln Park East #3
This Lease made as of May 22, 1996 , By and between the Landlord
and the Tenant named below.
ARTICLE 1. - BASIC LEASE TERMS
For purposes of this Lease, the following terms shall have the
meanings set forth below:
1.1 Landlord. Parker-Raleigh Development I, Limited Partnership
1.2 Tenant. General Parcel Service, Inc.
1.3 Manager. Parker Lincoln Developers, Inc.
1.4 Building. The Building (including the Premises) known as
1200 Corporation Parkway, Raleigh, NC 27610
located on that tract of land (the "Land") described on Exhibit
A hereto, together with all other buildings, structures,
fixtures and other improvements located thereon from time to
time as depicted on the drawing (the "Site Plan") attached
hereto as Exhibit B. The Building and the Land are
collectively referred to herein as the "Property".
1.5 Premises. The floor space and interior wall and ceiling
space of that portion of the Building outlined in red or
highlighted on Exhibit C attached hereto, resulting in an
aggregate of approximately 15,818 square feet
of leasable area known as To Be Determined
1.6 Lease Term. 5 years, 0 months and 0 days beginning on the
Commencement Date.
1.7 Commencement Date. If improvements are to be erected upon
the Premises as described in Section 6.1, then the Commencement
Date shall be earlier of the date Tenant begins operating its
business in the improvements erected upon the Promises or, ten
(10) days after Landlord notifies Tenant that the Premises am
ready for occupancy; and if no improvements are to be erected
upon the Premises, the Commencement Date shall be the earlier of
the date Tenant begins operating its business in the Premises or
upon issuance of Certificate of Occupancy. The Commencement
Date shall constitute the commencement of the term of this Lease
for all purposes whether or not Tenant has actually taken
possession. Within thirty (30) days after the Commencement
Date, Landlord and Tenant will execute an acknowledgment of the
Commencement and Expiration Dates in the form attached hereto as
Exhibit D. If Tenant is permitted access to the Premises prior
to the Commencement Date, such early entry will be subject to
all the terms and provisions of this Lease as though
Commencement Date had occurred.
1.8 Base Rent. Base Rent is:
Months PSF Annual Monthly
1 through 12 $4.26 $67,384.68 $5,615.39
13 through 24 $4.39 $69,441.02 $5,786.75
25 through 36 $4.52 $71,497.36 $5,958.11
37 through 48 $4.66 $73,711.88 $6,142.66
49 through 60 $4.80 $75,926.40 $6,327.20
1.9 Security Deposit. Security deposit is $6,538.11.
1.10 Addresses.
Landlord's Address:
Post Office Box 58036
Raleigh, NC 27658
Tenant's Address:
8923 Western way, Suite 150
Jacksonville, Florida 32256
Manager's Address:
Post Office Box 58036
Raleigh, NC 27658
Landlord, Tenant and Manager, by written notice to the others
may change from time to time the foregoing addresses, and
Landlord, by written notice to Tenant, may notify Tenant from
time to time of the appointment of a new Manager and such new
Manager's address.
1.11 Permitted Use. Parcel delivery service
1.12 Common Areas. Such parking areas, streets, driveways,
aisles, sidewalks, curbs, delivery passages, loading areas,
lighting facilities, and all other areas situated on or in the
Property which are designated by Landlord, from time to time,
for use by all tenants of the Property in common.
1.13 Proportionate Share. The proportion expressed as a
percentage, that the gross public area in square feet in the
Premises, as determined by Landlord bears to the total number
of constructed grow leasable area in square feet in the Building,
as determined by Landlord, as of the date that the computation is
made. The computation shall be adjusted by Landlord if additional
square footage is added to the Building or to the Premises.
1.14 Estimated Initial Common Area Costs Payment (Includes
Common Area Maintenance, Taxes and Insurance):
PSF $.70 Annual $11,072.60 Monthly $922.72
1.15 Total Rental: (Estimated for the First Year)
Annual $78,457.28 Monthly $6,538.11
1.16 Guarantor(s). The guarantor(s) of Tenant's obligations
under this Lease is (are) None
ARTICLE 2. - GRANTING CLAUSE AND RENT PROVISIONS
2.1 Grant of Premises. In consideration of the obligation of
Tenant to pay the rent and other charges as provided in this
Lease and in consideration of the other terms and provisions of
this Lease, Landlord hereby leases the Promises to the Tenant
during the Lease Term, subject to the terms and provisions of
this Lease.
2.2 Base Rent. Tenant agrees to pay monthly as Base Rent during
the term of this Lease the sum of money set forth in Section 1.8
of this Lease, which amount shall
be payable to Landlord at the address shown above or at the
address that Landlord in writing shall notify Tenant. One (1)
monthly installment of base Rent shall be due and payable on the
date of execution of this Lease by Tenant for the first month's
rent and a like monthly installment shall be due and payable on
or before the first day of each calendar month succeeding the
Commencement Date during the term of this Lease, without demand,
offset or deduction; provided, if the Commencement Date should
be a date other than the first day of a calendar month, the
monthly rental set forth above shall be prorated to the end of
that calendar month, and all succeeding installments of rent
shall be payable on or before the first day of each succeeding
calendar month during the term of this Lease. Tenant shall
pay, as Additional rent, a11 other sums due under this Lease.
Base Rent and Additional Rent are sometimes collectively referred
to herein as "Rent".
2.3 Common Area Costs. As used in this Lease, the term "Common
Area Costs" shall mean all expenses of Landlord with respect to
the maintenance, servicing, repairing and operation of the
Property, including, but not limited to the following:
maintenance, repair and replacement costs; electricity, fuel,
water, sewer, gas and other utility charges; security, window
washing and janitorial services; trash and snow and ice removal;
landscaping and pest control; management fees payable to
Landlord, Landlord's affiliates or third parties; wages and
benefits payable to employees of Landlord whose duties are
directly connected with the operation and maintenance of the
Property; all services, supplies, repairs, replacement or other
expenses for maintaining and operating the Property: the cost,
including interest amortized over its useful life, of any
capital improvements made to the Property by Landlord after the
date of this Lease which is required under any governmental law
and regulation that was not applicable to the Property at time
it was constructed; the cost, including interest, amortized over
its useful life, of installation of any device or other
equipment which improves the operating efficiency any system
within the Premises and thereby reduces operating expenses; all
other expenses which generally would be regarded as operating
and maintenance expenses which would reasonably be amortized
over a period not to exceed live (5) years; all real property
taxes and installments of special assessments, including dues
and assessments by means of deed restrictions and/or owner's
association which accrue against the Properly during the term of
this Lease; governmental levies or charges of any kind or nature
assessed or imposed on the Property, whether by state, county,
city or any political subdivision thereof; and all insurance
premiums Landlord is required to pay or deems necessary to pay,
including public liability insurance, with respect to the
Property. The term operating expenses does not include the
following: expenses for repairs, restoration or other work
occasioned by fire, wind, the elements or other casualty that
are covered by insurance; income and franchise taxes of
Landlord; expenses incurred in leasing to or procuring of
tenants, leasing commissions, advertising expenses and expenses
for renovating of space for new tenants, interest or principal
payments on any mortgage or other indebtedness of Landlord:
compensation paid to any employee of Landlord above the grade of
property manager; any depreciation allowances or expenses; or
operating expenses which are the responsibility of Tenant.
Prior to the Commencement Date, and from time to time
thereafter, Landlord shall deliver to Tenant its estimate of the
Common Area Costs to be incurred during the then-current
calendar year. Landlord may adjust the estimate from time to
time during the year to which it relates.
2.4 Common Area Costs Payments. Tenant, on the first day of
each month during the Lease Term shall pay to Landlord, as
Additional Rent, without offset or deduction, an amount equal
to one-twelth (1/12) of Tenant's Proportionate Share of the
estimated Common Area Costs as calculated by Landlord (prorated
for any partial month). The Estimated Initial Common Area Costs
Payment due from Tenant shall be the sum set forth in Section 1.14
above. All sums payable as additional rent under the terms of this
Section shall be subject to adjustment as provided in Section 2.5.
2.5 Adjustments to Common Area Costs. Within one hundred twenty
(120) days following the end of each calendar year, Landlord
shall furnish to Tenant a statement showing the total actual
Common Area Costs for the calendar year just expired, the amount
of Tenant's Proportionate Share of the Common Area Costs, and
payments made by Tenant during such calendar year under Section
2.4. If Tenant's Proportionate Share of the actual Common Area
Costs for such calendar year exceeds the aggregate of Tenant's
monthly payments made during tire calendar year just expired,
Tenant shall pay to Landlord the deficiency within thirty (30)
days after receipt of said statement. If Tenant's payments
exceed Tenant's Proportionate Share of the actual Common Area
Costs as shown on such statement, Tenant shall be entitled to
offset the excess against payments thereafter becoming due as
Tenant's Proportionate Share of Common Area Costs. No portion
of the Common Area Costs paid by Tenant under this Article 2
shall be credited against Base Rent or any other rental
obligations hereunder.
2.6 Late Payment. Other remedies for nonpayment of rent
notwithstanding, if any payment of Base Rent or Additional Rent
is not received by Landlord on or before the fifth (5th) day of
the month for which the rent is due, or if any other payment
hereunder due Landlord by Tenant is not received by Landlord on
or before the fifth (5th) day of the month next following the
month in which Tenant was invoiced, Tenant shall also pay (a) a
late payment charge of four percent (4%) of such past due amount
and (b) interest of eighteen percent (18%) per annum or the
maximum rate allowed by applicable law, whichever is less, on
the remaining unpaid balance, retroactive to the date originally
due until paid.
2.7 Increase in Insurance Premiums. If an increase in any
insurance premiums paid by Landlord for the Property is caused
by Tenant's use of the Premises in a manner other than set forth
in Section 1.11, or if Tenant vacated the Premises and caused an
increase in such premiums, then Tenant shall pay as Additional
Rent the amount of such increase to Landlord. Tenant agrees to pay
any amounts due under this Section within ten (10) days
following receipt of the invoice showing the Additional Rent
due.
2.8 Security Deposit. The Security Deposit set forth in Section
1.9 (if any) shall be held by Landlord for the performance of
Tenant's covenants and obligations under this Lease, it being
expressly understood that the security deposit shall not be
considered an advance payment of rental or a measure of
Landlord's damage in case of default hereunder by Tenant, and
shall be held by Landlord without payment of any interest
thereon. Upon the occurrence of any event of default by Tenant
under this Lease, Landlord may, from time to time, without
prejudice to any other remedy. use the security deposit to the
extent necessary to make good any arrears of rent, or to repair
any damage or injury, or pay any expense or liability incurred
by Landlord as a result of the event of default or breach of
covenant, and any remaining balance of the security deposit
shall be refunded by Landlord to Tenant upon the termination of
this Lease. If any portion of the security deposit is used or
applied, Tenant shall upon ten (10) days written notice from
Landlord, deposit with Landlord by cash or cashier's check and
amount sufficient to restore the security deposit to its
original amount. The Security Deposit may be assigned and
transferred by Landlord to the successor in interest of Landlord
and upon acknowledgment by such successor of receipt of such
security and its assumption of the obligation to account to
Tenant for such security in accordance with the terms of this
Lease, Landlord shall thereby be discharged of any further
obligation relating thereto.
2.9 Notice to Vacate. Tenant shall give written notice to
Landlord one hundred and eighty (180) days prior to the
expiration of this Lease to vacate upon expiration of the Lease,
to negotiate a renewal or to exercise an option to renew, if
available. Failure to provide such written notice will indicate
that Tenant intends to vacate and Landlord shall have the right
to place signs, for the purpose of marketing, in the windows of
the premises and to begin showing the Premises to potential new
tenants. Negotiations of renewal options must be completed
within thirty (30) days, after Tenant gives written notice to
exercise its option to renew. Notwithstanding the above,
Landlord may decide not to renew Tenant's lease at its sole
discretion.
2.10 Holding Over. If Tenant does not vacate the premises
upon the expiration or earlier termination of this Lease, Tenant
shall be a Tenant at sufferance for the holdover period and all
of the terms and provisions of this Lease shall be applicable
during that period, except that Tenant shall pay Landlord (in
addition to Additional Rent payable under Section 2.3 and any
other sums payable under this Lease) as Base Rent for the period
of such holdover an amount equal to two times the Base Rent
which would have been payable by Tenant had the holdover period
been a part of the original term of this Lease (without waiver
of Landlord's rights to recover damages as permitted by law).
Upon the expiration or earlier termination of this Lease, Tenant
agrees to vacate and deliver the Premises, and all keys thereto,
to Landlord upon delivery to Tenant of notice from Landlord to
vacate. The rental payable during the holdover period shall be
payable to Landlord on demand. No holding over by Tenant,
whether with or without the consent of Landlord shall operate to
extend the term of this Lease. Tenant shall indemnify Landlord
against all claims made by any tenant of prospective tenant
against Landlord resulting from delay by Landlord in delivering
possession of the Premises to such other tenant or prospective
tenant.
ARTICLE 3. OCCUPANCY, USE AND OPERATIONS
3.1 Use and Operations of Tenant's Business. Tenant warrants and
represents to Landlord that the Premises shall be used and
occupied only for the purpose as set forth in Section 1.11.
Tenant shall occupy the Premises, conduct its business and
control its agents, employees, invitees and visitors in such a
manner as is lawful, reputable and will not create a nuisance to
other tenants of the property. Tenant shall continuously
throughout the Lease Term occupy the Premises under the Trade
Name. Tenant shall at all times operate its business in a first
class manner. Tenant shall not conduct any auction or fire or
bankruptcy sale in the Premises. Tenant shall not solicit
business, distribute handbills or display merchandise within the
common areas, nor take any action which would interfere with the
rights of other persons to use the Common Areas. Tenant shall
not permit any operations which emits any odor or matter which
intrudes into other portions of the Property, use any apparatus
or machine which makes undue noise or causes vibration in any
portion of the Property or otherwise interfere with, annoy or
disturb any other tenant in its normal business operations or
Landlord in its management of the Property. Tenant shall neither
permit any waste on the Premises nor allow the Premises to be
used in any way which would, in the opinion of Landlord, be
extra hazardous on account of fire or which would in any way
increase or render void the fire insurance on the Property.
3.2 Signs. Tenant shall be responsible for the installation of
a sign within thirty (30) days of occupancy in accordance with
the sign criteria attached hereto as Exhibit G. No other sign
of any type or description shall be erected, placed or painted
in or about the premises or the property without Landlord's
prior written consent, and Landlord reserves the right to
remove, at Tenant's expense, all signs other than signs approved
in writing by Landlord under this Section 3.2, without notice to
Tenant and without liability to tenant for any damage caused by
the removal of the signs. Landlord reserves the right, in
Landlord's discretion, to permit a sign or signs which deviate
from the Landlord's then-established sign criteria, and such
permission by Landlord to any tenant or tenants shall not give
rise to any rights in other tenants to object thereto or to
require Landlord to permit such other tenant to deviate from the
criteria. Nothing contained herein shall limit Landlord's right
to modify or amend such criteria from time to time.
3.3 Compliance with Laws, Rules and Regulations. (a) Tenant at
Tenant's sole cost and expense, shall comply with all laws,
ordinances, orders, rules and regulations of state, federal,
municipal or other agencies or bodies having jurisdiction over
the use, condition or occupancy of the Premises. Tenant shall
procure at its own expense all permits and licenses required for
the transaction of its business in the Premises.
(b) The "Americans with Disabilities Act of 1990" (ADA) is a
federal law that prohibits discrimination on the basis of
disability. The requirements of this act vary with the type of
business the Tenant is engaged in and the number of employees
the Tenant has both at this. and other locations. The Landlord
is not qualified to determine which provisions of ADA apply to
Tenant. therefore the Tenant shall determine if the leased
space complies with the accessibility guidelines under ADA and
advise the Landlord if any physical modifications to this
facility are required to meet the Tenant's needs under this law,
or any other law, code or regulations. Modifications requested
by Tenant to the leased facility shall be made by Landlord, and
the Tenant shall pay Landlord the full cost of the modifications
requested. The Tenant shall indemnify and hold harmless the
Landlord and its agents and employees from and against all
claims, damages, loses and expenses, including but not limited
to Attorney's fees, arising out of or resulting from the
Tenant's compliance of failure to comply with the ADA or other
laws, codes or regulations.
(c) Tenant will comply with the rules and regulations of the
Property adopted by Landlord attached hereto as Exhibit E. If
Tenant is not complying with such rules and regulations, or if
Tenant is in any way not complying with this Article 3, then,
notwithstanding anything to the contrary contained herein,
Landlord may, at its election, enter the Premises without
liability therefor and fulfill Tenant's obligations. Tenant
shall reimburse Landlord on demand, as Additional Rent, for any
expenses which Landlord may incur in effecting compliance with
Tenant's obligations and agrees that Landlord shall not be
liable for any damages resulting to Tenant from such actions.
Landlord shall have the right at all times to change and amend
the rules and regulations in any reasonable manner as it may
deem advisable for the safety, care, cleanliness, preservation
of good order and operations or use of the Property or Premises.
All changes and amendments to the rules and regulations of the
Property will be forwarded by Landlord to Tenant in writing and
shall thereafter be carried out and observed by Tenant.
3.4 Warranty of Possession. Landlord and Tenant each warrants
that it has the right and authority to execute this Lease, and
Landlord warrants to Tenant that upon payment of the required rents
by Tenant and subject to the terms, conditions, covenants and
agreements contained in this Lease, Tenant shall have possession of
the Premises during the full term of this Lease, as well as any
extension or renewal thereof, without hindrance from Landlord or
any person or persons lawfully claiming the Premises by, through or
under Landlord (but not otherwise); subject, however, to all
mortgages, deeds of trust, leases and agreements to which this
Lease is subordinate and to all laws, ordinances, orders, rules
and regulations of any governmental authority. Landlord shall
not be responsible for the acts or omissions of any other lessee
or third party that may interfere with Tenant's use and
enjoyment of the Premises.
3.5 Inspection. Landlord or its authorized agents shall at any
and all reasonable times have the right to enter the Premises to
inspect the same, to supply janitorial service or any other
service to be provided by Landlord, to show the Premises to
prospective mortgagees, purchasers or prospective tenants, and
to alter, improve or repair the Premises or any other portion of
the Property. Tenant hereby waives any claim for abatement or
reduction of rent, or for any damages for injury, or inconvenience
to, or interference with, Tenant's business, for any loss or occupancy
or use of the Premises, and for any other loss occasioned thereby.
Landlord shall at all times have and retain a key with which to unlock
all of the doors in, upon and about the Premises. Tenant shall
not change Landlord's lock system or in any manner prohibit
Landlord from entering the Premises. Landlord shall have the
right at all times to enter the Premises by any means in the
event of an emergency without liability therefor.
3.6 Taxes. Tenant shall be liable for all taxes levied against
leasehold improvements, merchandise, personal property, trade
fixtures and all other taxable property located in the Premises.
If any such taxes for which Tenant is liable are levied against
Landlord or Landlord's property and if Landlord elects to pay the
same or if the assessed value of Landlord's property is increased
by inclusion of personal property and trade fixtures placed by Tenant
in the Premises and Landlord elects to pay the taxes based on such
increase, Tenant shall pay to Landlord, upon demand, that part
of such taxes for which the Tenant is primarily liable pursuant
to the terms of this Section. Tenant shall pay when due any and
all taxes related to Tenant's use and operation of its business
in the Premises.
3.7 Garbage. All garbage and refuse shall be kept in an area
designated by Landlord and in the kind of container specified by
Landlord and shall be placed outside of the Premises daily,
prepared for collection in the manner and at the times and
places specified by Landlord. If Landlord provides or
designates a service for collection of refuse and garbage,
Tenant shall use it, at Tenant's expense, provided the cost
thereof is competitive with any identical service available to
Tenant.
ARTICLE 4. - UTILITIES AND SERVICE
4.1 Utility Services. Landlord shall provide or cause to be
provided the mains, conduits and other facilities necessary to
supply water, gas, electricity, telephone service, and sewage
service to the Premises. Tenant shall, however, be responsible,
at its expense, to make provisions for connecting or hooking up
to such utilities, directly with the appropriate utility company
furnishing same.
4.2 Tenant Responsible for Charges. Tenant shall promptly pay
all charges and deposits for electricity, water, gas, telephone
service and sewage service and utilities furnished to the
Premises. Landlord may, if it so elects, furnish one or more
utility services to Tenant, and in such event, Tenant shall
purchase the use of such services as are tendered by Landlord,
and shall pay upon demand the rates established therefor by
Landlord which shall not exceed the rate which would be charged
for the same services if furnished to Tenant directly by the local
public utility furnishing the same to the public at large. Landlord
may at any time discontinue furnishing any such service without
obligation to Tenant other than to connect the Premises to the
public utility, if any, furnishing such service.
4.3 Landlord's Services. Landlord shall provide routine
maintenance, painting and electrical lighting service for all
Common Areas and special service areas of the Property in the
manner and to the extent deemed by Landlord to be standard.
Landlord may, in its sole discretion, provide additional
services not enumerated herein.
4.4 No Liability. Landlord shall not be liable for any
interruption whatsoever in utility services not furnished by it,
nor for interruption in utility service furnished by it which
are due to fire, accident, strikes, acts of God, riot, civil
commotion, terrorist act, national emergency, shortage or labor
or materials or other causes beyond the control of Landlord or
in order to make alterations, repairs or improvements. Moreover,
Landlord shall not be liable for any interruption of such
utility services which continues during any reasonable period
necessary to restore such service upon the occurrence of any of
the foregoing conditions. Failure by Landlord to any extent to
provide any services of Landlord specified herein or any other
services not specified, or any cessation thereof, shall not render
Landlord liable in any respect for damages to either person or
property, be construed as an eviction of Tenant, work and abatement
of or relieve Tenants from fulfillment of any covenant in this Lease.
If any of the equipment or machinery necessary or useful for provision
of any utility services, and for which Landlord is responsible, breaks
down, or for any cause ceases to function property, Landlord
shall use reasonable diligence to repair the same promptly, but
Tenant shall have no claim for rebate of rent or damages on
account of any interruption in service occasioned from the
repairs.
4.5 Theft or Burglary. Landlord shall not be liable to Tenant
for losses to Tenant's property or personal injury caused by
criminal acts or entry by unauthorized persons into the Premises
or the Property.
ARTICLE 5. - REPAIRS AND MAINTENANCE
5.1 Landlord Repairs. Landlord shall not be required to make
any improvements, replacements or repairs of any kind or
character to The Premises during the term of this Lease except
as are set forth in this Section. Landlord shall maintain only
the roof, foundation, parking and Common Areas, the structural
soundness of the structural soundness of the exterior walls.
Landlord's cost of maintaining and repairing the items set
forth in this Section are subject to the additional rent
provisions in Section 2.2. Landlord shall not be liable to
Tenant except as expressly provided in this Lease, for any
damage or inconvenience, and Tenant shall not be entitled to any
damages nor to any abatement or reduction of rent by reason of
any repairs, alterations or additions made by Landlord under
this Lease.
5.2 Tenant Repairs. Tenant, at its own cost and expense, shall
maintain the Premises in a first class condition (except for
those items that are the responsibility of Landlord under
Section 5. 1). Without limiting the generality of the
foregoing, Tenant shall maintain and keep in good repair
(including replacement when necessary):
(a) the interior of the Premises, including walls, floors and
ceilings;
(b) all windows and doors, including frames, glass, molding and
hardware;
(c) all wires and plumbing within the Premises which service the
Premises (as distinguished from those serving the Building
generally);
(d) all signs, air conditioning and hearing equipment,
mechanical doors and other mechanical equipment situated on or
in the Premises or serving the Premises (as distinguished from
those serving the Building generally); and
(e) those utility facilities that are not the Landlord's
responsibility hereunder. Tenant shall further make all other
repairs to the Premises made necessary by Tenant's failure to
comply with its obligations under this Section. All fixtures
installed by Tenant shall be new or shall have been completely
and recently reconditioned.
5.3 Request for Repairs. All requests for repairs or maintenance
that are the responsibility of the Landlord pursuant to any
provision of this Lease must be made in writing to Landlord at
the address in Section 1.10.
5.4 Tenant Damages. Tenant shall not allow any damage to be
committed on any portion of the Premises or Property, and at the
termination of this Lease, by lapse of time or otherwise, Tenant
shall deliver the Premises to Landlord in as good condition as
existed at the Commencement Date of this Lease, ordinary wear
and tear excepted. The cost and expense of any repairs
necessary to restore the condition of the Premises shall be
borne by Tenant.
ARTICLE 6. ALTERATIONS AND IMPROVEMENTS
6.1 Construction. If any construction of tenant improvements is
necessary for the initial occupancy of the Premises, such action shall
be accomplished and the cost of such construction shall be borne by
Landlord and/or Tenant in accordance with Exhibit F attached hereto.
Except as expressly provided in this Lease, Tenant acknowledges
and agrees that Landlord has not undertaken to perform any
modification, alteration or improvements to The Premises, and
Tenant further waives any defects in the Premises and
acknowledges and accepts (1) the Premises as suitable for the
purpose for which they are leased and (2) the Property and every
part and appurtenance thereof as being in good and satisfactory
condition. Upon the request of Landlord, Tenant shall deliver
to Landlord a completed acceptance of premises memorandum in
Landlord's prescribed form.
6.2 Tenant Improvements. Tenant shall not make or allow to be
made any alterations, physical additions or improvements in or to the
Premises without first obtaining the written consent of Landlord, which
consent may in the sole and absolute discretion of Landlord be denied.
Any alterations, physical additions or improvements the Premises made
by or installed by either party hereto shall remain upon and be
surrendered with the Premises and become the property of
Landlord upon the expiration or earlier termination of this
Lease without credit to Tenant; provided, however, Landlord at
its option may require Tenant to remove any physical
improvements or additions and/or repair any alterations in order
to restore the Premises to the condition existing at the time the Tenant
took possession, all costs of removal and/or alterations to be borne
by Tenant. This clause shall not apply to moveable equipment,
furniture or moveable trade fixtures owned by Tenant, which may
be removed by Tenant at the end of the term of this Lease if
Tenant is not then in default and if such equipment and
furniture are not then subject to any other rights, liens and
interests of Landlord. Tenant shall have no authority or power,
express or implied, to create or cause any mechanic's or
materialmen's lien, charge or encumbrance of any kind against
the Premises, the Property or any portion thereof. Tenant shall
promptly cause any such liens that have arisen by reason of any
work claimed to have been undertaken by or through Tenant to be
released by payment, bonding or otherwise within thirty (30)
days after request by Landlord, and shall indemnify Landlord
against losses arising out of any such claim (including, without
limitation, legal fees and court costs).
6.3 Common and Service Area Alterations. Landlord shall have the
right to decorate and to make repairs, alterations, additions,
changes or improvements, whether structural or otherwise, in,
about or on the exterior of the Property, or any part there of
exclusive of the Premises, and to change, alter, relocate,
remove or replace service areas and/or Common Areas, and to
otherwise alter or modify the Property exclusive of the Premises
and for such purposes, to take such measures for safety or for
the expediting of such work as may be required, in Landlord's
judgment, all without affecting any of Tenant's obligations
hereunder.
ARTICLE 7. - CASUALTY AND INSURANCE
7.1 Substantial Destruction. If in the determination of Landlord
the Premises should be totally destroyed by fir or other
casualty, or if in the determination of Landlord the Premises
should be damaged to that rebuilding cannot reasonably be
completed substantially within one hundred and eighty (180)
working days after Landlord's receipt of written notification of
Tenant of the destruction, or if the Premises are damaged or
destroyed by casualty not covered by the standard broad form of
fire and extended coverage insurance then in common use in the
State of North Carolina, then, at Landlord's sole option, this
Lease shall terminate and, in such case, the rent shall be
abated for the unexpired portion of the Lease, effective as of
the date of the written notification.
7.2 Partial Destruction. If following damage or destruction to
the Premises by fire or other casualty, this Lease is not
terminated pursuant to Section 7.1 hereof, this Lease shall not
terminate, and Landlord shall proceed, to the extent of
insurance proceeds actually received by Landlord after the
exercise by any mortgage of the Property of an option to apply
proceeds against Landlord's debt to such mortgages, with
reasonable diligence to rebuild or repair the Building or other
improvements to substantially the same conditions in which they
existed prior to the damage. If the Premises are to be rebuilt
or repaired and are untenable in whole or in part following the
damage, and the damage or destruction was not caused or
contributed to by act or negligence of Tenant, its agents,
employees, invitees or those for whom Tenant is responsible, the
Base Rent payable under this Lease during the period for which
the Premises are untenable shall be reduced to an amount
determined by multiplying the Base Rent that would otherwise be
payable but for this provision by the ratio that the portion of
the Premises not rendered untenable bears tot he total net
rentable area of the Premises prior to the casualty.
Landlord's obligation to rebuild or restore under this Section
shall be limited to restoring the Premises to substantially the
condition in which the same existed prior to the casualty,
exclusive of improvements for which Tenant is responsible under
Section 6.1 and Exhibit F, and Tenant shall, promptly after the
completion of such work by Landlord, proceed with reasonable
diligence and at Tenant's sole cost and expense to restore those
improvements for which Tenant is responsible to substantially
the condition in which the same existed prior to the casualty
and to otherwise make the Premises suitable for Tenant's use. If
Landlord fails to substantially complete the necessary repairs
or rebuilding within one hundred and eighty (180) working days
from the date of the Landlord's receipt of written notification by
Tenant of the destruction, Tenant may at its own option terminate
this Lease by delivering written notice of termination to Landlord,
whereupon all rights and obligations under this Lease shall cease to exist.
7.3 Property Insurance. Landlord shall at all times during the
term of this Lease insure the Property against all risk of
direct physical loss in an amount and with such deductibles as
Landlord considers appropriate, provided, Landlord shall not be
obligated in any way or manner to insure personal property
(including, but not limited to, any furniture, machinery, goods
or supplies) of Tenant upon or within the Premises, any fixtures
installed or paid for by Tenant upon or within the Premises, or
any improvements which Tenant may construct on the Premises.
Tenant shall have not right in or claim to the proceeds of any
policy of insurance maintained by Landlord even if the cost of
such insurance is borne by Tenant as set forth in Article 2.
Landlord shall have the right to self-insure against the
above-described risk. Tenant at all times during the term of
this Lease shall, at its own expense keep in full force and
effect insurance against fire and such other risks as are from
time to time included in standard all-risk insurance policy
(including coverage against vandalism and malicious mischief)
for the full replacement cost of Tenant's trade fixtures,
furniture, supplies and all items of personal property of Tenant
located on or within the Premises. Tenant's policy shall
include business interruption/extra expense coverage in
sufficient amounts. Landlord shall be a named insured on said
policy.
7.4 Waiver of Subrogation. Anything in this Lease to the
contrary notwithstanding, Landlord and Tenant hereby waive and
release each other of and from any and all right of recovery,
claim, action or cause of action against each other, their
agents, officers and employees, for any loss or damage that may
occur to the Premises, improvements to the Property, or personal
property within the Property, by reason of fire or the elements,
regardless of cause or origin, including negligence of Landlord
or Tenant and their agents, officers and employees. Landlord and
Tenant agree immediately to give their respective insurance
companies which have issued policies of insurance covering all
risk of direct physical loss, written notice of the terms of the
mutual waivers contained in this Section, and to have the
insurance policies properly endorsed, if necessary, to prevent
the invalidation of the insurance coverages by reason of the
mutual waivers.
7.5 Hold Harmless. Landlord shall not be liable to Tenant or to
Tenant's customers, employees, agents, guests or invitees, or to
any other person whomever, for any injury to persons or damage
to property on or about the Premises, including but not limited
to, consequential damage, (1) caused by any act or omission of
Tenant, its employees, subtenants, licensees and concessionaires
or of any other person entering the Property or the Premises by
express or implied invitation of Tenant, or (2) arising out of
the use of the Premises or the Property by Tenant, its
employees, subtenants, licensees, concessionaires or invitees,
or (3) arising out of any breach or default by Tenant in the
performance of its obligations hereunder or, (4) caused by the
improvements located in the Premises becoming out of repair or
by defect in or failure of equipment, pipes, or wiring, or by
broken glass or by the backing up of drains, or by gas, water,
steam, electricity or oil leaking, escaping or flowing into the
Premises or Property, or (5) arising out of the failure or
cessation of any service provided by Landlord (including
security service and devices), and Tenant hereby agrees to
indemnify Landlord and hold Landlord harmless from any
liability, loss, expense or claim (including, but not limited
to, reasonable attorney's fees) arising out of such damage or
injury. Nor shall Landlord be liable to Tenant for any loss or
damage that may be occasioned by or through the acts of
omissions of other tenants of the Property or of any other
persons whomsoever, excepting only duly authorized employees and
agents of Landlord acting within the scope of their authority.
Further, Tenant specifically agrees to be responsible for and
indemnify and hold Landlord harmless from any and all damages or
expenses of whatever kind arising out of or caused by a
burglary, theft, vandalism, malicious mischief or other illegal
acts performed in, at or from the Premises.
7.6 Liability Insurance. (a) Tenant at all times during the
Lease shall, at its own expense, keep in full force and effect,
commercial general liability insurance with "personal injury"
coverage and contractual liability coverage, with minimum
combined bodily injury and property damage limit of $1,000,000
per occurrence and $2,000,000 aggregate per location subject to
no deductible. Landlord shall be an additional insured on said
policy. Definition of additional insured shall include all
partners, officers, directors, employees, agents and
representatives of the named entities including its managing
agent. Further, coverage for additional insured shall apply on a
primary basis irrespective of any other insurance, whether
collectible or not. All insurance policies or duly executed
certificates for the same required to be carried by Tenant under
this Lease, together with satisfactory evidence of the payment
of the premium thereof, shall be deposited with Landlord on the
date Tenant first occupies the Premises and upon renewals of
such policies not less than fifteen (15) days prior to the
expiration of the term of such coverage. All insurance
required to be carried by Tenant under this Lease shall be in
form and content, and written by insurers acceptable to
Landlord, in its sole discretion. If Tenant shall fail to
comply with any of the requirements contained relating to
insurance, Landlord may obtain such insurance and Tenant shall
pay to Landlord, on demand as additional rent hereunder, the
premium cost thereof.
(b) Affording coverage under the Workers Compensation laws of
the State of North Carolina and Employers Liability coverage
subject to a limit of no less than $100,000 each employee,
$100,000 each accident, $500,000 policy limit.
(c) Tenant shall maintain umbrella liability insurance of not
less than a $3,000,000 limit providing excess coverage over all
limits and coverages noted in 7.6a and 7.6b above. This policy
shall be written on an occurrence basis. All policies noted
above shall be written with insurance companies licensed to do
business in the State of North Carolina and rated no lower than
A:10 in the most current edition of AM Best's Casualty Key
Rating Guide. All policies shall be endorsed to provide that in
the event of cancellation, non-renewal or material modification,
Landlord shall receive thirty (30) days written notice thereof.
7.7 Boiler Insurance. At all times when a "boiler", as that
term is defined for the purposes of boiler insurance, is
located within the Premises, Tenant shall carry, at its expense,
boiler insurance with policy limits of not less than One Hundred
Thousand Dollars ($100,000.00) insuring both Landlord and Tenant
against loss or liability caused by the operation or malfunction
of such boiler.
7.8 Hazardous Material. Throughout the term of this Lease,
Tenant shall prevent the presence, use, generation, release,
discharge, storage, disposal, or transportation of any hazardous
materials (as herein after defined) on, under, in, above, to, or
from the Premises other than in strict compliance with all applicable
federal, state, and local laws, rules, regulations and orders.
For purposes of this provision the term "hazardous materials" shall
mean and refer to any wastes, materials or other substances of any
kind or character that are or become regulated as hazardous or toxic
waste or substances, or which require special handling or treatment,
under any applicable local, state or federal law, rule, regulation or
order. Tenant shall indemnify, defend, and hold harmless from
and against:
(a) any loss, cost, expense, claim or liability arising out of
any investigation, monitoring, clean-up, containment, removal,
storage, or restoration work (herein referred to as "Remedial
Work") required by, or incurred by Landlord or any other person
or party in a reasonable belief that such Remedial Work is
required by any applicable federal, state or local law, rule,
regulation or order, or by any governmental agency, authority,
or political subdivision having jurisdiction over the Premises,
and
(b) any claims of third parties for loss, injury, expense or
damage arising out of the presence, release or discharge of any
hazardous materials on, under, in, above, to or from the
Premises. In the event any Remedial Work is so required under
any applicable federal, state, or local law, rate, regulation or
order, Tenant shall promptly perform or cause to be performed
such Remedial Work in compliance with such law, rule, regulation
or order. In the event Tenant shall fail to commence the
Remedial Work in a timely fashion, or shall fail to prosecute
diligently the Remedial Work to completion, such failure shall
constitute an event of default on the part of the Tenant under
the terms of this Lease, and Landlord, in addition to any other
rights or remedies afforded it hereunder, may, but shall not be
obligated to, cause the Remedial Work to be performed, and
Tenant shall promptly reimburse Landlord for the cost and
expense thereof upon demand.
ARTICLE 8 - CONDEMNATION
8.1 Substantial Taking. If in the determination of the Landlord
all or a substantial part of the Premises are taken for any
public or quasi-public use under any governmental law, ordinance
or regulation, or by right of eminent domain or by purchase in
lieu thereof, and in the determination of Landlord the taking
would prevent or materially interfere with the use of the
Premises for the purpose for which it is then being used, this
Lease shall, at the option of either Landlord or Tenant,
terminate and the rent shall be abated during the unexpired
portion of this Lease effective on the date physical possession
is taken by the condemning authority.
8.2 Partial Taking. If in the determination of Landlord a
portion of the Premises shall be taken for any public or
quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain or by purchase in lieu
thereof, and this Lease is not terminated as provided in Section
8.1 above, Landlord shall restore and reconstruct, to the extent
of condemnation proceeds (excluding any proceeds for land)
actually received after the exercise by any mortgagee of the
Property of an option to apply such proceeds against Landlord's
debt to such mortgagee, the Property and other improvements on
the Premises to the extent necessary to make it reasonably
tenantable. The Base Rent payable under this Lease during the
unexpired portion of the term shall be reduced to an amount
determined by multiplying the Base Rent that would otherwise be
payable but for this provision by the ratio that the portion of
the Premises not rendered untenantable bears to the total net
rentable area of the Premises prior to the casualty. If
Landlord fails to substantially complete such restoration and
reconstruction within one hundred and eighty (180) working days
of the date of the physical possession by the condemning
authority, Tenant may at its option terminate this Lease by
delivering written notice of termination to Landlord, whereupon
all rights and obligations of this shall cease to exist.
8.3 Condemnation Proceeds. All compensation awarded for any
taking (or the proceeds of private sale in lieu thereof),
whether for the whole or a part of the Premises, shall be the
property of Landlord (whether such award is compensation for
damages to Landlord's or Tenant's interest in the Premises) and
Tenant hereby assigns all of its interest in any such award to
Landlord, provided, however, Landlord shall have no interest in
any award made to Tenant for loss of business or for taking of
Tenant's fixtures and other property within the Premises if a
separate award for such items is made to Tenant.
ARTICLE 9. - ASSIGNMENT OR SUBLEASE
9.1 Tenant Assignment. Tenant shall not assign in whole or in
part, this Lease or allow it to be assigned, in whole or in
part, by of law or otherwise (including without limitation by
merger, dissolution or transfer of a controlling interest in any
partnership or corporate Tenant, which merger, dissolution or
transfer shall be deemed an assignment) or mortgage or pledge
the same, or sublet the Premises, in whole or part, without the
prior written consent of Landlord, and in no event shall any
such assignment of sublease ever release Tenant or any guarantor
from any obligation or liability hereunder. No assignee or
subleasee of the Premises or any portion thereof may assign or
sublet the Premises or any portion thereof.
9.2 Conditions of Tenant Assignment. If Tenant desires to assign
or sublet all or any part of the Premises, it shall notify
Landlord in writing at least (30) days in advance of the date on
which Tenant desires to make such assignment or sublease.
Tenant shall provide Landlord with a copy of the proposed
assignment or sublease and such information as Landlord might
request concerning the proposed sublessee or assignee to allow
Landlord to make informed judgments as to the financial
condition, reputation, operations and general desirability of
proposed sublessee or assignee. Within Fifteen (15) days after
Landlord's receipt of Tenant's proposed assignment or sublease
and all required information concerning the proposed sublessee
or assignee, Landlord shall have the following options:
(1) cancel this Lease as to the Premises or portion thereof
proposed to be assigned or sublet;
(2) consent to the proposed assignment or sublease, and, if the
rent due and payable by any assignee or sublessee under any such
permitted assignment or sublease (or a combination of the rent
payable under such assignment or sublease plus any bonus or any
other consideration or any payment incident thereto) exceeds the
rent payable under this Lease for such space, Tenant shall pay
to Landlord all such excess rent and other excess consideration
within ten (10) days following receipt thereof by Tenant; or
(3) refuse, in its sole and absolute discretion and judgment, to
consent to the proposed assignment or sublease, which refusal
shall be deemed to have been exercised unless Landlord gives
Tenant written notice stating otherwise. Upon the occurrence of
an event of default by Tenant under this Lease, if all or any
part of the Premises are then assigned or sublet, Landlord, in
addition to any other remedies provided by this Lease or
provided by law, may, at its option, collect directly from the
assignee or sublessee all rents becoming due to Tenant by reason
of the assignment or sublease, and Landlord shall have a
security interest in all properties belonging to Tenant on the
Premises to secure payment of such sums. No collection directly
by Landlord from the assignee or sublessee shall be construed to
constitute a novation or a release of Tenant or any guarantor
from the further performance of its obligations under this
Lease. All legal fees and expenses incurred by Landlord in
connection with the review by Landlord of Tenant's requested
assignment or sublease pursuant to this Section, together
with any legal fees and disbursements incurred in the
preparation and/or review of any documentation, shall be the
responsibility of Tenant and shall be paid by Tenant within five
(5) days of demand for payment thereof, as rental hereunder. If
the rent due and payable by any assignee or sublessee under any
such permitted assignment or sublease (or a combination of the
rent payable under such assignment or sublease plus any bonus or
any other consideration or any payment incident thereto) exceed
the Rent payable under this Lease for such space, Tenant shall
pay to Landlord all such excess rent and other excess
consideration within ten (10) days, following receipt thereof by
Tenant.
9.3 Landlord Assignment. Landlord shall have the right to sell,
transfer or assign, in whole or in part, its rights and
obligations under this Lease and in the Property. Any such sale,
transfer or assignment shall operate to release Landlord from
any and all liabilities under this Lease arising after the date
of such sale, assignment or transfer.
9.4 Rights of Mortgagee. Tenant accepts this Lease subject and
subordinate to any recorded lease, mortgage or deed of trust
lien presently existing, if any, or hereafter encumbering the
Property and to all existing ordinances and recorded
restrictions, covenants, easements and agreements with respect
to the Property. Landlord hereby is irrevocably vested with
full power and authority to subordinate Tenant's interest under
this Lease to any mortgage or deed of trust lien hereafter
placed on the Property. Upon any foreclosure, judicially or
non-judicially, of any such mortgage, or the sale of the
Property in lieu of foreclosure, or any other transfer of
Landlord's interest in the Property, whether or not in
connection with a mortgage, Tenant hereby does, and hereafter
agrees to attorn the purchaser at such foreclosure sale or to
the grantee under any deed in lieu of foreclosure or to any
other transferee of Landlord's interest, and shall recognize
such purchaser, grantee, or other transferee as Landlord under
this Lease, and no further attornment or other agreement shall
be required to effect or evidence Tenant's attornment to and
recognition of such purchaser or grantee as Landlord hereunder.
Such agreement of Tenant to attorn shall survive any such
foreclosure sale, trustee's sale, conveyance in lieu thereof, or
any other transfer of Landlord's interest in Property. Tenant,
upon demand, at any time, before or after any such foreclosure
sale, trustee's sale, conveyance in lieu thereof, or other
transfer shall execute, acknowledge, and deliver to the
prospective transferee and/or mortgage a Lease Subordination,
Non-Disturbance and Attornment Agreement and any additional
written instruments and certificates evidencing such attornment
as the mortgagee or other prospective transferee may reasonably
require, and Tenant hereby irrevocably appoints Landlord as
Tenant's agent and attorney-in-fact for the purpose of
executing, acknowledging, and delivering any such instruments
and certificates. Notwithstanding anything to the contrary
implied in this Section, any mortgagee under any mortgage shall
have the right at any time to subordinate any such mortgage to
this Lease on such terms and subject to such conditions as the
mortgagee in its discretion may consider appropriate.
9.3 Estoppel Certificates. Tenant agrees to furnish, from time
to time, within ten (10) days after receipt of a request from
Landlord or Landlord's mortgagee, a statement certifying, if
applicable, all or some of the following; Tenant is in
possession of the Premises; the Lease is in full force and
effect; the Lease is unmodified (except as disclosed in such
statement); Tenant claims no present charge, lien or claim of
offset against Rent; the Rent is paid for the current month, but
it is not prepaid for more than one (1) month and will not be
prepaid for more than one (1) month in advance; there is no
existing default by reason of some act or omission by Landlord;
the Landlord has performed all inducements required of Landlord
in connection with the Lease, including construction
obligations, and Tenant accepts the Premises as constructed; an
acknowledgment of the assignment of rentals and other sums due
hereunder to the mortgagee and agreement to be bound thereby;
an agreement requiring Tenant to advise the mortgagee of damage
to or destruction of Premises by fire or other casualty
requiring reconstruction; an agreement by Tenant to give the
mortgagee written notice of Landlord's default hereunder and to
permit the mortgagee to cure such default within a reasonable
time after such notice before exercising any remedy Tenant might
possess as a result of such default; and such other matters as
may be reasonably required by Landlord's mortgagee. Tenant's
failure to deliver such statement, in addition to being a
default under this Lease , shall be deemed to establish
conclusively, that this Lease is in full force and effect except
as declared by Landlord, that Landlord is not in default of any
of its obligations under this Lease, and that Landlord has not
received more than one (1) month's Rent in advance.
ARTICLE 1O. -LIENS
10.1 Landlord's Lien. As security for payment of Rent, damages
and other payments required to be made by this Lease, and in
addition to any statutory lien or security interest, Tenant
hereby grants to Landlord a lien upon and security interest in
all property of Tenant now or subsequently located upon the
Premises. If Tenant is in default of any provision of this
Lease, Landlord may enter upon the Premises by picking or
changing locks if necessary , without being liable for any claim
for damages, and take possession of all or any part of such
property, and may sell all or any part of such property at a
public or private sale, in one or successive sales, with or
without notice, to the highest bidder for cash, and, on belief
of Tenant, sell and convey all or part of such property to the
highest bidder all of Tenant's title and interest in the
property sold. The proceeds of the sale of such property shall
be applied by Landlord toward the reasonable costs and expenses
of the sale, including attorneys fees, and then toward the
payment of all sums then due by Tenant to Landlord under the
terms of this Lease. Any excess remaining shall be paid to
Tenant or any person entitled thereto by law.
10.2 Uniform Commercial Code. This Lease is intended as and
constitutes a security agreement within the meaning of the
Uniform Commercial Code of the state in which the Premises are situated.
Landlord, in addition to the rights prescribed in this Lease, shall have
all of the rights, titles, liens and interests in and to Tenant's property,
now or hereafter located upon the Premises, which may be granted a
secured party, (as that term is defined under such Uniform
Commercial Code), under this Lease. Tenant will on request
execute and deliver to Landlord a financing statement (or
continuation statement) for the purpose of perfecting landlord's
security interest under this Lease.
ARTICLE 11 - DEFAULT AND REMEDIES
11.1 Default by Tenant. The following shall be deemed to be
events of default by Tenant under this Lease:
(1) Tenant shall fail to pay when due any installment of Rent
or any other payment required pursuant to this Lease;
(2) Tenant shall abandon any substantial portion of the
Premises;
(3) Tenant or any guarantor of Tenant's obligations hereunder
shall file a petition or be adjudged bankrupt or insolvent under
any applicable federal or state bankruptcy or insolvency law or
admit that it cannot meet its financial obligations as they
become due, or a receiver or trustee shall be appointed for all
or substantially all of the assets of Tenant or any guarantor of
Tenant's obligations hereunder;
(4) Tenant or any guarantor of Tenant's obligations hereunder
shall make a transfer in fraud of creditors or shall make an
assignment for the benefit of creditors;
(5) Tenant shall do or permit to be done any act which results
in a lien being filed against the Premises or the Property;
(6) the liquidation, termination, dissolution or (of the Tenant
is a natural person) the death of Tenant or any guarantor of
Tenant's obligations hereunder;
(7) Tenant vacates or abandons the Premises for a period of
fifteen (15) consecutive business days;
(8) Tenant shall be in default of any other term, provision or
covenant of this Lease, and such default is not cured within ten
(10) days after written notice thereof to Tenant;
11.2 Remedies for Tenant's Default. Upon the occurrence of any
event of default set forth in this Lease, Landlord shall have
the option to pursue any one or more or the remedies set forth
in this Section 11.2 without any additional notice or demand:
(1) Without declaring the Lease terminated, Landlord may enter
upon and take possession of the Premises, by picking or changing
locks if necessary, and lock out, expel or remove Tenant and any
other person who may be occupying all or any part of the
Premises without being liable for any claim for damages, and
relet the Premises on behalf of Tenant and receive the rent
directly by reason of the reletting. Tenant agrees to pay
Landlord on demand any deficiency that may arise by reason of
any reletting of the Premises, further, Tenant agrees to
reimburse Landlord for any reasonable expenditure made by it in
order to relet the Premises, including but not limited to,
remodeling and repair costs, brokerage commissions and
attorney's fees.
(2) Without declaring the Lease terminated, Landlord may enter
upon the Premises by picking or changing locks if necessary,
without being liable for any claim for damages, and do whatever
Tenant is obligated to do under the terms of this Lease. Tenant
agrees to reimburse Landlord on demand for any reasonable
expenses which Landlord may incur in effecting compliance with
Tenant's obligations under this Lease; further, Tenant agrees
that Landlord shall not be liable for any damages resulting to
Tenant from effecting compliance with Tenant's obligations under
this Lease caused by the negligence of Landlord or otherwise.
(3) Landlord may terminate this Lease, in which event Tenant
shall immediately surrender the Premises to Landlord, and of
Tenant fails to surrender the Premises, Landlord may, without
prejudice to any other remedy which it may have for possession
or arrearages in rent, enter upon and take possession of the
Premises, by picking or changing locks if necessary, and lock
out, expel or remove Tenant and any other person who may be
occupying all or any part of the Premises without being liable
for any claim for damages. Tenant agrees to pay on demand the
amount of all loss and damage which Landlord may suffer for any
reason due to the termination of this Lease unde this Section
11.2, including (without limitation) loss and damage due to the
failure of Tenant to maintain and/or repair the Premises as
required hereunder and/or due to the inability of Landlord to
relet the Premises on satisfactory terms or otherwise.
Landlords exercise, following a default by Tenant under this
Lease, of any right granted hereunder or under any applicable
law to lock out or change the locks securing the Premises shall
not impose upon Landlord any duty to notify Tenant of the name
and address or telephone number of the individual or company
from whom a new key may be obtained, nor shall Landlord have any
duty to provide Tenant with a new key or any other means of
access to the Premises. To the maximum extent permitted by law,
Landlord and Tenant agree that the parties hereto intend that
all rights and remedies of Landlord under this Lease shall
supersede any conflicting provision of the General Statutes of
North Carolina, and any amendments, modifications,
recodification or other changes thereto.
Notwithstanding any other remedy act forth in this Lease, if
Landlord has made rent concessions of any type or character, or
waived any Base Rent, and Tenant fails to take possession of the
Premises on the Commencement Date or otherwise defaults at any
time during the term of this Lease, the rent concessions,
including any waived Base Rent, shall be canceled and the amount
of the Base Rent or other rent concessions shall be due and
payable immediately as if no rent concessions or waiver of any
Base Rent had ever been granted. A rent concession or waiver of
Base Rent shall not relieve Tenant of any obligation to pay any
other charge due and payable under this Lease. Notwithstanding
anything contained in this Lease to the contrary, this Lease may
be terminated by landlord only by written notice of such
termination to Tenant given in accordance with section 13.7
below, and no other act or omission of Landlord shall be
construed as a termination of this Lease.
11.3 Remedies Cumulative. All rights and remedies of Landlord
herein or existing at law or in equity are cumulative and the
exercise of one or more rights or remedies shall not be taken to
exclude or waive the rights to the exercise of any other.
ARTICLE 12 - DEFINITIONS
12.1 Abandon. "Abandon" means the vacating of all or a
substantial portion of the Premises by Tenant, whether or not
Tenant is in default of the rental or other payments due under
this Lease.
12.2 Act of God or Force Majeure. An "Act of God" or "Force
Majeure" is defined for purposes of this Lease as strikes,
lockouts, sitdowns, material or labor restrictions by any
governmental authority, unusual transportation delays, riots,
floods, washouts, explosions, earthquakes, fire storms, weather
(including wet grounds or inclement weather which prevents
construction), acts of the public enemy, ware, insurrections,
and/or any other cause not reasonably within the control of
Landlord or which by the exercise of due diligence Landlord is
unable wholly or in part, to prevent or overcome.
ARTICLE 13. - MISCELLANEOUS
13.1 Waiver. Failure of Landlord to declare and event of
default immediately upon its occurrence, or delay in taking any
action in connection with an event of default, shall not
constitute a waiver of the default, but Landlord shall have the
right to declare the default at any time and take such action as
is lawful or authorized under this Lease. Pursuit o f any one or
more of the remedies set forth in Article 11 above shall not
preclude pursuit or any one or more of the other remedies
provided elsewhere in this Lease or provided by law, nor shall
pursuit of any remedy hereunder or at law constitute forfeiture
or waiver of any rent or damages accruing to Landlord by reason
of the violation of any of the terms, provisions or covenants of
this Lease. Failure of Landlord to enforce one or more of the
remedies provided hereunder or a t law upon any event of default
shall not be deemed or construed to constitute a waiver of the
default or of any other violation or breach of any of the terms,
provisions and covenants contained in this Lease. Waiver by
Landlord of any default by Tenant hereunder shall in no event be
deemed or construed to be a waiver of identical or similar
future defaults. Landlord may collect and receive rent due from
Tenant without waiving or affecting any rights or remedies that
Landlord may have at law or in equity or by virtue of this
Lease at the time of such payment. To the maximum extent
allowable pursuant to applicable law, institution of a summary
ejectment action to re-enter the Premises shall not be construed
to be an election by Landlord to terminate this Lease.
13.2 Act of God. Landlord shall not be required to perform any
covenant or obligation in this Lease, or be liable in damages to
Tenant, so long as the performance or nonperformance of the
covenant or obligation is delayed, caused or prevented by an act
of God, force majeure or by Tenant.
13.3 Attorney's Fees. If Tenant defaults in the performance of
any of the terms, covenants, agreements or conditions contained
in this Lease and Landlord places in the hands of any attorney
the enforcement of all or any part of this Lease, the collection
of any rent or other sums due or to become due or recovery of
the possession of the Premises, Tenant agrees to pay Landlord's
cost of collection, including reasonable attorneys' fees,
whether suite is actually filed or not.
13.4 Successors. This Lease shall be binding upon and inure to
the benefit of Landlord and Tenant and the respective heirs,
personal representations, successors and assigns.
13.5 Rent Tax. If applicable in the jurisdiction where the
Premises are situated, Tenant shall pay and be liable for all
rental, sales and use taxes or other similar taxes, if any, or
imposed by any city, state, county or other governmental body
having authority, such payments to be in addition to all other
payments required to be paid to Landlord by Tenant under the
terms of this Lease. Any such payment shall be paid
concurrently with the payment of the Base Rent, Additional Rent,
Common Area Costs, or other charge upon which the tax is based
as set forth above.
13.6 Interpretation. The captions appearing in this Lease are
convenience only and in no way define, limit, construe or
describe the scope or intent of any Section . Grammatical
changes required to make the provisions of this Lease apply (1)
in the plural sense where there is more than one tenant and (2)
to either corporations, associations, partnerships or
individuals, males or females, shall in all instances be assumed
as though each case fully expressed. The laws of the State of
North Carolina shall govern the validity, performance and
enforcement of this Lease. This Lease shall not be construed
more or less favorably with respect to either party as a
consequence of the Lease or various provisions hereof having
been drafted by one of th e parties hereto.
13.7 Notices. All rent and other payments required to be made
by Tenant shall be payable to Landlord, in care of Manager, at
Manager's address set forth on page 1 (or if no address be set
forth for Manager, to Landlord at Landlord's address set forth
on page 1. All payments required to be made by Landlord to
Tenant shall be payable to Tenant at Tenant's address set forth
on page 1. Any notice or document (other than rent) required or
permitted to be delivered by terms of this Lease shall be deemed
to be delivered (whether or not actually received) when
deposited in the United States Mail, postage prepaid, certified
mail, return receipt required, addressed to the parties at the
respective addresses as set forth on page 1 (or, in the case of
Tenant, at the Premises), or to such address as the parties may
have designated by written notice to each other, with copies of
notices to Landlord being sent to Landlord's address as shown on
page 1. Manager shall be co-addressee with Landlord on all
notices sent to Landlord by Tenant hereunder, and any notice
sent to Landlord and not to Manager, also, in accordance with
this section shall be deemed ineffective.
13.8 Submission of Lease. SUBMISSION OF THIS LEASE TO TENANT
FOR SIGNATURE DOES NOT CONSTITUTE A RESERVATION OF SPACE OR AN
OPTION TO LEASE. THE LEASE IS NOT EFFECTIVE UNTIL EXECUTION BY
AND DELIVERY TO BOTH LANDLORD AND TENANT.
13.9 Corporate Authority. If Tenant executes this Lease as a
corporation or partnership (general or limited), each person
executing this lease on behalf of Tenant personally represents
and warrants that: Tenant is a duly authorized and existing
corporation or partnership (general or limited), Tenant is
qualified to do business in the state in which the Premises are
located, the corporation or partnership (general or limited) has
full right and authority to enter into this Lease, each person
signing on behalf of the corporation or partnership (general or
limited) is authorized to do so, and the execution and delivery
of the Lease by Tenant will not result in any breach of , or
constitute a default under any mortgage, deed of trust, lease,
loan, credit agreement, partnership agreement, or other contract
or instrument to which Tenant is a party or by which Tenant may
be bound. If any representation or warranty contained in this
Section is false, each person who executes this Lease shall be
liable, individually, as Tenant hereunder.
13.10 Multiple Tenants. If this Lease is executed by more than
one person or entity as "Tenant," each such person or entity
shall be jointly and severally liable hereunder. It is
expressly understood that any one of the named Tenants shall be
empowered to execute any modification, amendment, exhibit, floor
plan, or other document herein referred to and bind all of the
named Tenants thereto; and Landlord shall be entitled to rely
on same to the extent as if all of the named Tenants had
executed same.
13.11 Tenant's Financial Statements. Tenant represents and
warrants to Landlord that, as of the date of execution of this
Lease by Tenant, the financial statements, if any, of Tenant
provided to Landlord prior or simultaneously with the execution
of this Lease represent the financial condition of the Tenant as
of the dates and for the periods indicated therein, such
financial statements are true and do not contain any untrue
statements of a material fact or omit to state any material fact
necessary to make the statements included therein not misleading
and there has been no material adverse change in the financial
condition or business prospects of Tenant since the respective
dates of such financial statements. If there is a material
adverse change in Tenant's financial condition, Tenant will give
immediate notice of such material adverse change to Landlord.
If Tenant fails to give such immediate notice to Landlord, such
failure shall be deemed to be an event of default under this
Lease.
13.12 Severability. If any provision of this Lease or the
application thereof to any person or circumstances shall be
invalid or unenforceable to any extent, the remainder of this
Lease and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law. Each covenant
and agreement contained in this Lease shall be construed to be a
separate and independent covenant and agreement and the breach
of any such covenant or agreement by Landlord shall not
discharge or relieve Tenant from Tenant's obligation to perform
each and every covenant and agreement of this Lease.
13.13 Landlord's Liability. If Landlord shall be in default
under this Lease, and if a consequence of such default, Tenant
shall recover a money judgment against Landlord, such judgment
shall be satisfied only out of the right , title, and interest
of Landlord in the Property as the same may then be encumbered
and neither Landlord nor any other person or entity comprising
Landlord shall be liable for nay deficiency. In no event shall
Tenant have the right to levy execution against any property of
Landlord other than the Property, nor any person or entity
comprising Landlord other than its interest in the Properties
herein expressly provided.
13.14 Sale of Property. Upon any conveyance, sale, or exchange
of the Premises or assignment of this Lease, Landlord shall be
and is hereby entitled free and relieved of all liability under
any and all of its covenants and obligations contained in or
derived from this Lease arising out of any act, occurrence, or
omission relating to the Premises or this Lease occurring after
the consummation of such sale or exchange or assignment.
13.15 Time is of the Essence. The time of the performance of
all of the covenants, conditions and agreements of this Lease is
of the essence.
13.16 Subtenancies. At the Landlord's option, the voluntary or
other surrender of this Lease by Tenant, or a mutual
cancellation thereof; shall not work a merger of estates and
shall operate as an assignment of any or all permitted subleases
or subtenancies.
13.17 Common Areas. Landlord reserves the right to change, from
time to time, the dimensions and location, identity and type of
any buildings comprising the Building, and to construct
additional buildings or additional stories on existing buildings
or other improvements on the Property, provided that such
changes and additional construction do not materially or
adversely affect parking and signage for the Premises. Landlord
reserves the right to change, from time to time, the dimensions
and location of the Common Area and to allow the Common Area to
be put to such uses as Landlord shall, from time to time, deem
desirable. Tenant and its employees and customers shall have
the nonexclusive right to use the Common Area in common with
Landlord, other tenants of the Property and other Persons
designated by Landlord, subject to reasonable rules and
regulations governing use that Landlord from time to time
prescribes. Tenant shall not solicit business, distribute
handbills or display merchandise within the Common Area or take
any action which would interfere with the rights of other
persons to use the Common Area. Landlord may temporarily close
any part of the Common Area to make repairs or alterations.
Tenant acknowledges that Landlord may be required to grant to major
tenants of the Property the right to display and sell merchandise and
services on portions of the Common Area and the rights herein granted to
Tenant shall be inferior to any rights granted to major tenants.
The Common Area shall be under Landlord's sole operation and
control. Tenant shall be responsible for and shall indemnify
hold Landlord harmless from any liability, loss or damage
arising out of or caused by Tenant its employees. subtenants.
licensees, concessionaires, agents, suppliers, vendors or
service contractors, to any part of the Common Area, or to the
Property whether such damages be structural or nonstructural.
13.18 Employee Parking. Landlord may, from time to time,
designate specific areas in which vehicles owned by Tenant and
its employees shall be parked, and Tenant shall use best efforts
to see that such vehicles are parked in such areas. Upon request
Tenant shall furnish to Landlord a complete list of the license
numbers of all vehicles operated by Tenant's employees.
ARTICLE 14. - AMENDMENT AND LIMITATION OF WARRANTIES
14.1 Entire Agreement. IT 1S EXPRESSLY AGREED BY TENANT, AS A
MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT
THIS LEASE, WITH THE SPECIFIC REFERENCES TO EXTRINSIC DOCUMENTS,
1S THE ENTIRE AGREEMENT OF THE PARTIES; THAT THERE ARE, AND WERE
NO VERBAL REPRESENTATIONS, WARRANTIES, UNDERSTANDINGS,
STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO THE SUBJECT
MATTER OF THIS LEASE OR OF ANY EXPRESSLY MENTIONED EXTRINSIC
DOCUMENTS THAT ARE NOT INCORPORATED IN WRITING IN THIS LEASE OR
IN SUCH DOCUMENTS.
14.2 Amendment. THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED
OR EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY
LANDLORD AND TENANT.
14.3 Limitation of Warranties. LANDLORD AND TENANT EXPRESSLY
AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF
MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS
LEASE AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE
EXPRESSLY SET FORTH IN THIS LEASE. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, TENANT EXPRESSLY ACKNOWLEDGES THAT
LANDLORD HAS MADE NO WARRANTIES OR REPRESENTATIONS CONCERNING
ANY HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS
AFFECTING ANY PART OF THE PROPERTY. AND LANDLORD HEREBY
EXPRESSLY DISCLAIMS AND TENANT WAIVES ANY EXPRESS OR IMPLIED
WARRANTIES WITH RESPECT TO ANY SUCH MATTERS.
14.4 Waiver and Release. TENANTS SHALL NOT HAVE THE RIGHT TO
WITHHOLD OR TO OFFSET RENT OR TO TERMINATE THIS LEASE EXCEPT AS
EXPRESSLY PROVIDED HEREIN. TENANT WAIVES AND RELEASES ANY AND
ALL STATUTORY LIENS AND OFFSET RIGHTS.
14.5 Non-Disclosure of Lease Terms. NOTWITHSTANDING ANYTHING
CONTAINED WITHIN THIS LEASE TO THE CONTRARY. IF TENANT
DISCLOSES ANY OF THE MATERIAL, TERMS AND/OR PROVISIONS OF THIS
LEASE, INCLUDING BUT NOT LIMITED TO THE BASE RENT, TENANTS COMMON
AREA COSTS OR ANY CAPS ON SUCH COSTS, THE TENANT FINISH OUT
ALLOWANCE. TENANTS PROPORTIONATE SHARE OF GENERAL TAXES OR ANY
CAP ON SUCH EXPENSES, TENANTS PROPORTIONATE SHARE OF INSURANCE
PREMIUMS OR ANY CAP ON SUCH EXPENSE, OR THE LEASE TERM TO ANY
PERSON OR ENTITY NOT A PARTY TO THIS LEASE, EXCEPT TENANTS
ATTORNEY, THEN TENANT SHALL BE LIABLE FOR ALL DAMAGE OR INJURY
TO LANDLORD RESULTING FROM TENANTS FAILURE TO KEEP ALL SUCH
INFORMATION CONFIDENTIAL AND TENANT SHALL INDEMNIFY AND HOLD
LANDLORD HARMLESS FROM ANY DAMAGE, LOSS OR INJURY OCCASIONED
THEREBY. IN THE ALTERNATIVE, AND AT LANDLORDS SOLE OPTION. IF
7 -
DAMAGES ARE DIFFICULT TO CALCULATE, TENANT SHALL PAY LIQUIDATED
DAMAGES EQUAL TO ONE (l) MONTH'S BASE RENT AS DEFINED IN ARTICLE
1 HEREOF. See Addendum.
EXECUTED by Tenant on and by Landlord on June 12, 1996 to be
effective as of the first day written herein.
LANDLORD:
Parker-Raleigh Development I, Limited Partnership
By: (Signed)
ATTEST: (Signed)
Assistant Secretary
TENANT: (if a corporation)
General Parcel Service, Inc.
(Signed)
By: E. Hoke Smith, Jr.
Title: President
ATTEST:
(Signed)
Secretary
- -8-
ADDENDUM
This Addendum is attached to the Lease by and between
PARKER-RALEIGH DEVELOPMENT 1, LIMITED PARTNERSHIP ("Landlord")
and GENERAL PARCEL SERVICE, INC. ("Tenant") ("the Lease"). In
the event of a conflict between the terms and conditions of this
Addendum and the general provisions of the Lease, this Addendum
shall govern and control.
The following shall constitute additional provisions or
conditions to the Lease:
1 . Landlord and Tenant agree that Tenant may occupy temporary
space of approximately 9,600 square feet located at 3216
Wellington Court, Suite H and I, Lincoln Park North, Raleigh,
North Carolina, 27615, beginning June 1, 1996, until Tenant's
space at Lincoln Park East, 1200 Corporation Parkway, (Suite to
be determined) Raleigh, North Carolina is complete and Tenant
has received a Certificate of Occupancy.
Tenant will pay to Landlord the sum of $3,544.00 monthly, which
includes base rent, taxes, insurance, and common area
maintenance, during their term at the temporary space known as
3216 Wellington Court, Suite H and I, Raleigh, North Carolina,
27615.
2. Landlord, at its sole expense, shall enclose the open window
inside the space located at 3216 Wellington Court, Suite H and
I, Raleigh, North Carolina.
3. Landlord, at its sole expense, shall make all improvements as
per attached Exhibit F at building located at 1200 Corporation
Parkway, Raleigh, North Carolina.
Except as modified herein, all provisions of the Lease shall be
in full force and effect.
LANDLORD.
PARKER RALEIGH DEVELOPMENT I, LIMITED PARTNERSHIP
By: Parker-Raleigh Development 1, Inc., sole
General Partner
BY: (Signed)
ATTEST:
(Signed)
Secretary
[CORPORATE SEAL]
TENANT:
GENERAL PARCEL SERVICE, INC.
BY: (Signed)
President
ATTEST:
(Signed)
Secretary
[CORPORATE SEAL]
EXHIBIT A
Legal Description
Lincoln Park East - Building #3
1200 Corporation Parkway
Being all of Lot 3, Phase One, Part "B" of Lincoln Park East,
containing 3.338 Acres, according to a map thereof recorded in
Book of Maps 1987, Page 456, Wake County Registry, North
Carolina.
Exhibit E
RULES & REGULATIONS
The following rules and regulations will remain in full force
and effect until Tenant is notified in writing by Landlord of
any changes.
1. Access to the Building. Access to the Demised Premises shall
be gained by use of a key to the outside doors of the Demised
Premises. Landlord may, from time to time, establish security
controls for the purpose of regulating access to the building.
Tenant shall abide by all such security regulations to be
established.
2. Protecting Demised Premises. Before leaving the Demised
Premises unattended, Tenant shall close and securely lock all
doors or other means of entry to the Demised Premises and shut
off all utilities in the Demised Premises.
Tenant must maintain an adequate number of suitable fire
extinguishers on the premises at all times for use in case of
fire, including electrical or chemical fares.
3. Large Articles. Furniture, freight and other large or heavy
articles may be brought into the building only at times and in
the manner designated by Landlord and always at Tenant's sole
responsibility. All damage to the building, its furnishings,
fixtures or equipment by moving or maintaining such furniture,
freight or articles shall be repaired at the expense of Tenant.
4. Signs. Tenant shall not paint, display, inscribe, maintain
or affix any sign, placard, picture, advertisement, name,
notice, lettering or direction on any part of the outside or
inside of the building, or on any part of the inside of the
Demised Premises which can be seen from the outside of the
Demised Premises, without the written consent of the Landlord,
and then only such name or names or matter and in such color,
size, style, character and material as shall be first approved
Landlord in writing. Landlord reserves - the right to remove,
at the Tenant's expense, all matter other than that above
provided for without notice to Tenant.
5. Compliance with Laws. Tenant shall comply with all
applicable laws, ordinances, governmental orders or regulations
and applicable orders or directions from any public office or
body having jurisdiction, whether now existing or hereinafter
enacted with respect to the Demised Premises and the use or
occupancy thereof. Tenant shall not make or permit any use of
the Demised Premises which directly or indirectly is forbidden
by law, ordinance, governmental regulations or order or
direction of applicable public authority, or which may be
dangerous to person or property.
6. Waste Disposal. Tenant must keep, and prepare for
collection, all garbage and refuse in a container approved by
Landlord. Landlord must also approve the location of the
container. Tenant will be responsible for the cost of container
and the cost of trash removal. Tenant must not burn trash or
garbage of any kind on or about the leased premises or the
building or park where located.
7. Antenna or Satellite Dish. Tenant may not erect any
aerial, antenna or satellite dish on the roof or exterior walls
of the premises or on the grounds without prior written approval
of the Landlord. Any costs associated with any such
installation will be the sole responsibility of the Tenant.
Landlord will not unreasonably withhold permission to erect a
communications antenna. Tenant shall have the privilege at any
time after the installation of the aerial, antenna or satellite
dish to remove same and shall repair any damage caused thereby.
Tenant shall, at its own expense, remove aerial, antenna or
satellite dish at lease termination.
8. Obstruction of Public Areas. Tenant may not place or permit
any obstructions, materials or equipment in the outside areas
adjoining the premises without the written consent of the
Landlord. All equipment, merchandise, freight or other
materials must be moved inside the premises at the end of each
business day.
Tenant shall not, whether temporarily, accidentally or
otherwise. allow anything-to remain in, place or store anything
in, or obstruct in any way, any sidewalk, court passageway,
entrance, or shipping area. Tenant shall lend its full
cooperation to keep such areas free from all obstruction and in
a clean and sightly condition, and move all supplies, furniture
and equipment as soon as received directly to the Demised
Premises, and shall move all such items and waste (other than
waste customarily removed by the building employees) that are
any time being taken from the Demised Premises directly to the
areas designated for disposal. All courts, passageways,
entrances, exits, elevators, escalators, stairways, corridors,
halls and roofs are not for the use of the general public and
Landlord shall in all cases retain the right to control and
prevent access thereto by all persons whose presence in the
judgment of landlord shall be prejudicial to the safety,
character, reputation and interest of the building and its
tenants provided, however, that nothing herein contained shall
be construed to prevent such access to persons with whom Tenant
deals within the normal course of Tenant's business unless such
persons are engage in illegal activities.
9. Defacing Demised Premises and Overloading. Tenant shall not
place anything or allow anything to be placed in the Demised
Premises near the glass of any door, partition, wall or window
which may be unsightly from outside the Demised Premises.
Tenant shall not place or permit to be placed any article of any
kind on any window ledge or on the exterior walls; blinds,
shades, awnings or other forms of inside or outside window
ventilators or similar devices shall not be placed in or about
the outside windows in the Demised Premises.
Tenant shall not do any painting or decorating in the Demised
Premises or install any floor coverings in the Demised Premises
or make, paint, cut or drill into, or in any way deface any part
of the Demised Premises or building without in each instance
obtaining the prior written consent of Landlord. Tenant shall
not overload any floor or part thereof in the Demised Premises,
or any facility in the building or any public corridors or
elevators therein by bringing in or removing any large or heavy
articles and Landlord may direct and control the location of
safes, files, and all other heavy articles and, if considered
necessary by Landlord, require supplementary supports at
Tenant's expense of such material and dimensions necessary to
properly distribute the weight.
10. Additional Locks. Tenant shall not attach or permit to be
attached additional locks or similar devices to any door or
window, change existing locks or the mechanism thereof, or make
or permit to be made any keys for any door other than those
provided by Landlord. Upon termination of this lease or
termination of Tenant's possession, Tenant shall surrender all
keys to the Demised Premises.
II. Communications or Utility Connections. If Tenant desires
signal, alarm or other utility or similar service connections
installed or changed, Tenant shall not install or change the
same without the approval of Landlord, and then only under the
direction of Landlord and at Tenant's expense. Tenant shall not
install in the Demised Premises any equipment which requires a
substantial amount of electrical current without the advance
written consent of Landlord. Tenant shall ascertain from
Landlord the maximum amount of load or demand for or use of
electrical current which can safely be permitted in the Demised
Premises, taking into account the capacity of the electric
wiring in the building, and shall not in any event connect a
greater load that which is safe.
Tenant shall not operate any electrical device from which may
emanate electrical waves which may interfere with or impair
radio or television broadcasting or reception from or in the
building or elsewhere and/or cause disturbing noises or
vibrations. Tenant shall not use any illumination or power for
the operation of any equipment or device other than electricity.
12. Parking. Parking is in designated parking areas only..
There should not be any parking in the "no parking" zones or at
curbs. Handicapped spaces are for handicapped persons and the
Police Department will ticket unauthorized (unidentified) cars
in handicapped spaces. Visitor parking spaces should not be
used by Tenant's employees. Storage of vehicles on the parking
lot is prohibited except with the written consent of the Landlord
13. Pest Control. Tenant must keep the Demised Premises free
from pests, insects and rodents by using a professional pest
exterminating contractor when needed, at Tenant's expense.
14. Restrooms. The Restrooms, toilets, urinals, vanities and
the other apparatus shall not be used for any purpose other than
that for which they were constructed and no foreign substance of
any kind whatsoever shall be thrown therein and the expense of
any breakage, stoppage, or damage resulting from the violation
of this rule shall be home by Tenant who, or whose employees or
invitees, shall have caused it.
15. Solicitation. Tenant shall not make any room-to-room
canvass to solicit business from other tenants in the building
and shall not exhibit, sell or offer to sell, use, rent or
exchange any products or services in or from the Demised
Premises unless ordinarily embraced within the Tenant's use of
the Demised Premises specified herein and specific authority
granted in the lease agreement. Tenant, his employees, and
agents, may not solicit business in the parking lot or other
common areas and may not distribute handbills or other
advertising matter in automobiles parked in the parking area or
other common area.
16. Energy Conservation. Tenant shall not waste electricity,
water, heat or air conditioning and agrees to cooperate fully
with Landlord to assure the most effective operation of the
building's heating and air conditioning, and shall not allow the
adjustment (except by Landlord's authorized building personnel)
of any controls.
17. Intoxication. Landlord reserves the right to exclude or
expel from the building any person who, in the judgment of
Landlord, is intoxicated or under the influence of liquor
or drugs, or who shall in any manner do any act in violation of
any of the rules and regulations of the building.
18. Nuisances and Certain Other Prohibited Uses. Tenant shall
not:
(a) engage in any mechanical business, utilize any article or
thing, or engage in any service in or about the Demised Premises
or building, except those ordinarily embraced within the
permitted use of the Demised Premises;
(b) use the Demised Premises for housing, lodging, or sleeping
purposes;
(c) create excessive noise, place a musical or sound producing
instrument or device inside or outside the Demised Premises
which may be heard outside the Demised Premises;
(d) bring or permit to be in the building complex any bicycle or
other vehicle, or dog (except in the company of a blind person)
or other animal or bird;
(e) cause or permit any noxious or offensive odors, fumes,
gases, smoke, dust, steam or vapors;
(f) do anything in or about the Demised Premises tending to
create or maintain a nuisance or do any act tending to injure
the reputation of the building.
19. Amendment of Rules and Regulations. Landlord reserves the
right to amend or waive any of the foregoing rules or
regulations at any time when, in its judgment, it is in the
property's best interests and the Tenants' best interests. No
such amendment or waiver of any rules and regulation in favor of
one Tenant operates as an alteration or waiver in favor of any
other Tenant. Landlord is not responsible to any Tenant for the
nonobservance or violation by any other Tenant of any these
rules and regulations at any time.