EXHIBIT 10.17
INDENTURE OF LEASE
THIS INDENTURE OF LEASE is made at Monrovia , California,
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this twentieth day of October, 1983, by and between
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Dale E. Turner and Frances R. Turner , as Lessor,
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and Staar Surgical Company, a California Corporation , as Lessee.
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WITNESSETH THAT:
IT IS MUTUALLY UNDERSTOOD AND AGREED by and between the parties hereto that
this lease is made for the term and upon the conditions and agreements
hereinafter expressed, each and all of which parties hereto acknowledge to have
read, and with each and everyone of which the parties hereto agree to comply,
to-wit:
1. PROPERTY OWNERSHIP: Lessors do hereby warrant and covenant that they
hold title to the real property described in Schedule ("A") attached hereto and
that they have full capacity and ability to lease said property to the Lessee,
including the building and improvements now in place or scheduled to erected or
installed on said premises in conformance with the plans and specifications and
plot plan therefor that has been mutually agreed upon by the parties hereto.
2. DEFINITIONS: A. Whenever the words "demised premises", "demised
property", "leased property", "premises", or words of similar import, are used
in this Lease they are intended and shall be construed to mean and include both
the real property and all improvements thereon or provided to be constructed or
installed thereon as described, set forth or provided for in Schedule "A", and
as designated in the plans and specifications for said improvements, unless a
different meaning is clearly required by the context.
B. LEASEHOLD IMPROVEMENTS: Leasehold improvements designation as
used herein shall be construed to mean and include those special improvements
constructed or installed, at Lessor's expense, on demised premises as a part
thereof, at request of Lessee, that are described, set forth or provided for in
Schedule "A" and/or the Lessee and Lessor approved plans and specifications or
modifications thereto agreed to in writing by Lessee and Lessor.
C. LESSEE IMPROVEMENTS: The words "Lessee Improvements" as used
herein shall be construed to mean those improvements installed by either the
Lessor or Lessee, at Lessee request and expense, that remain the property of
Lessee and do not become a part of the demised premises.
D. SCHEDULES, EXHIBITS AND LEASE ADDITIONS: All schedules, exhibits
and lease additions attached hereto or referred to herein hereby are
incorporated herein and made a part hereof.
E. HEAD NOTES: The paragraph head notes are inserted merely for
convenience and are not to be construed as part of this Lease or in any way
affecting it.
F. GENDER: As used herein the neuter gender includes both the
masculine and feminine, and the singular number includes the plural and vice
versa.
3. LEASE CONSIDERATION: The Lessors, for and in consideration of the
payment of the rents and payments in the nature of rent herein reserved and
agreed to be made by the Lessee, and of the performance and observance by the
Lessee of all and singular, the terms, covenants, conditions, provisions and
agreements which are herein contained, and which are to be kept, performed,
observed and fulfilled by the Lessee, and subject to the matters hereinafter set
forth, has demised and leased, and by these presents does demise and lease unto
the Lessee, and the Lessee has hired, and by these presents does hire and take
from the Lessor, for the term hereinafter provided, certain real property
located at 1911 Walker Avenue
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in the City of Monrovia , County of Los Angeles , State of California,
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and all improvements now located thereon or provided to be constructed thereon,
as particularly described, set forth or provided in Schedule "A" attached
hereto, and in conformance with the plans and specifications and plot plan
therefor, Exhibit "A", that has been mutually agreed to and approved by
endorsement thereon by both parties hereto.
*1. 4. LEASE TERM: The term of this lease shall be sixty-two months,
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commencing on November 1, 1983 and terminating at midnight December 31, 1988,
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provided construction or installation of improvements as specified or provided
for herein to be provided by Lessor are substantially completed and ready for
occupancy on commencement date herein stated.
*2. If, however, the demised premises shall not be ready for occupancy by
_________, by reason of any delay or delays caused by a common carrier, or by
order, decree, or judgement of any court or judge thereof, or by any contractor,
or by fire or other casualty, or by reason of strikes, lockouts, acts of God, or
by any other cause or causes beyond the control of Lessor, whether similar or
dissimilar to any of the foregoing, then, and in such event, Lessor shall not be
liable to Lessee for any loss or damage whatsoever occasioned thereby, directly
or indirectly, nor shall this Lease be void or voidable on account of any such
delay, or delays, but in that event there shall be no rental payments until
commencement date has been established as herein provided. The term of this
Lease shall be extended for a period equal to such delay or delays, as might be
occasioned, provided, such resultant commencement date shall not be later than
the date Lessor has substantially finished the constructions and installation of
improvements herein provided for and delivers or offers delivery of possession
of same to Lessee.
*3. 5. RENTAL: The Lessee covenants and agrees to pay the Lessor, as rent
for said premises as described in Schedule "A", the sum of six hundred
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eighty-four thousand and no/100 dollars ($684,000.00), payable in equal monthly
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installments of eleven thousand four hundred and no/100 ($11,400.00)
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1
TDE FORM 41960
Revised 7/1/76
* 1. Provisions of Paragraph 4 are extended by Paragraph 1 of First Lease
Addition.
* 2. Provisions of Paragraph 4 are further extended by Paragraph 2 of First
Lease Addition.
* 3. Provisions of Paragraph 5 are extended by Paragraph 3 of First Lease
Addition.
during each and every month of the term of this Lease commencing on date as
provided in Paragraph Four (4) hereof.
Each installment of rent shall be paid to the Lessors by the Lessee in advance,
on or before the first day of each and every calendar month during the term
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hereof. Should the commencement date of this Lease be on a day other than the
first of a calendar month, then the rental for the first month of the term
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hereof shall be prorated so as to make all other payments due on the first of
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each month as herein provided.
In addition to the rental payments provided for above, Lessee covenants and
agrees to pay to Lessor, equal monthly payments of no dollars ($ no) during each
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and every month of the term of this Lease commencing on commencement date and
ending on termination date of the Lease Term as established in Paragraph 4
hereof, for the Leasehold Improvements installed in accordance with provisions
of Schedule A. Lessee and Lessor approved plan and specifications, or at written
request of Lessee.
6. TAXES AND ASSESSMENTS: As additional rent the Lessee agrees to pay to
proper authority or to reimburse Lessor for any such payments made by Lessor, as
the Lessor may designate, promptly as the same become due and payable, all taxes
and general and special assessments levied upon or assessed against the leased
property or any part thereof which are assessed and are, or become, a lien
during the term of this Lease. Unless and until the Lessor gives the Lessee
written notice that it elects to have such payments made by the Lessee direct
the Lessor shall itself first pay all such taxes and assessments and the Lessee
shall, on written notice of the amount of any such payment, reimburse the Lessor
therefor in full within ten (10) days after such notice. If and in the event the
Lessor gives the Lessee written notice that it elects to have such payments made
by the Lessee direct the Lessee shall make all such payments directly to the
proper tax collecting authority prior to delinquency and forthwith thereafter
shall deliver to the Lessor original or duplicate receipts evidencing such
payments. If the Lessee fails to make any such payment within such time, the
Lessor may, at its option, make the same and in such event the Lessee shall, on
demand, repay to the Lessor within ten days the amount so paid by Lessor.
The Lessee shall be entitled to protest or challenge any such tax or
assessment or the validity thereof in the name of the Lessor or otherwise, but
any such action shall be at its own cost and expense and without cost or expense
to the Lessor or the demised premises, and no such action shall be taken or
maintained without first delivering an indemnity agreement from a solvent
licensed surety company in an appropriate sum guaranteeing to hold the Lessor
and the demised premises free and harmless from loss, cost, expense or liability
in connection with or arising out of any such action.
If any special assessment made against the property covered by this Lease
may, at option of the owner of the property, be paid in installments or covered
by bond which is payable in installments, then the Lessee shall be entitled to
require that the assessment be paid in installments or that the bond be issued,
and in such case the Lessee shall be liable only for the payment of such
installments, or the prorate thereof, as become payable during the term of this
Lease.
The first at such taxes and assessments to be paid by the Lessee, either
directly or by reimbursement to Lesser shall be those payable for the fiscal tax
year in which the term of this Lease begins and the last of such tax
and assessments shall be those for the fiscal year in which the term of this
Lease ends; provided however the amount of such payments for the first and last
fiscal years shall be pro-rated to coincide with the beginning and the end of
the term hereof.
The Lessee shall pay and discharge before delinquency any and all taxes
and assessments against property of any kind or nature belonging to Lessee or
placed or kept upon or about the demised premises and agrees to save and hold
the Lessor and the demised premises free and harmless from any liability
therefor or in lien thereof.
7. SECURITY DEPOSIT. As security for the faithful performance of the
terms, conditions and covenants of this Lease, as well as to indemnify the
Lessor for damages, costs, expenses and attorney's fees to which Lessor may be
put by reason of any default by Lessee, Lessee hereby agrees to deposit with the
Lessor the sum of eleven thousand five hundred Dollars, ( $11,500.00 ), at least
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one-half of said sum shall be paid at time of signing this Lease and any balance
of said sum be paid prior to taking of possession of the premises hereby
demised. In the event that Lessee shall be in default at any time prior to
termination hereof, then Lessor may apply the security deposit in payment of its
costs, expenses and attorney's fees in enforcing the terms hereof, and/or in
payment of any damages or loss suffered by Lessor, provided that nothing herein
contained shall be construed to mean that the recovery of damages by Lessor
against Lessee shall be limited to the sum of the Security Deposit. In the event
any portion or all of the Security Deposit is applied as aforesaid, then Lessee
shall within thirty (30) days after notification of such expenditures from said
Security Deposit deposit with Lessor additional sums so that the Security
Deposit in the hands of Lessor shall at all times during the term of the Lease
total eleven thousand five hundred & no/100 Dollars ($11,500.00). Subject to
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application of the Security Deposit to the payment of sums due in accordance
with the foregoing provisions, any moneys remaining in the hands of the lessor
as Security Deposit, upon termination of the Lease, shall be refunded to the
Lessee:
8. CONSTRUCTION. Lessor, at his own cost and expense, shall forthwith,
after the delivery of this Lease executed by the parties hereto, begin and with
all reasonable expedition thereafter proceed to erect and install upon the
herein, described premises any required improvements as may be set forth in
Schedule "A" attached hereto and any such improvements shall be erected or
installed in accordance with plans and specifications agreed to and approved by
endorsement thereon by both parties. Said improvements shall conform to the
applicable building codes, laws, ordinances, rules and regulations as attested
to by the local authorized building inspector's initial or signature on building
permit card designating satisfactory completion.
9. RESTRICTIONS AND RESERVATIONS. This Lease is made and accepted and the
demised premises leased subject to conditions, covenants, restrictions,
reservations, easements and rights of way of record, and other is excepted and
reserved unto the Lessor and to its successors and assigns all water, oil, gas
and other hydrocarbons and other minerals in and under said demised property.
2
10. ACCEPTANCE OF POSSESSION: Lessee covenants and agrees that, prior to
taking possession of the demised premises, it will inspect and examine the
condition of the said demised premises and every part thereof and that such
inspection and examination shall be made within five (5) days from date Lessor
notifies Lessee that the demised premises are ready for occupancy and the Lessee
will take and accept possession and occupancy of demised premises on date of
said inspection, provided facilities are found to be in substantial conformance
with specifications set forth in Schedule "A". Acceptance of possession of the
herein demised premises by Lessee shall constitute an agreement by Lessee with
Lessor that the demised premises are in good and tenantable condition and that
Lessor has complied with each and every obligation on its part to be performed
relating thereto, except Lessor shall and hereby agrees that any incomplete work
or items not in conformance with specifications set forth in Schedule "A", at
time of inspection, will without delay, and with reasonable expedition
thereafter be repaired, completed or otherwise made to conform to said
specifications, and thereafter, unless otherwise expressly provided for herein,
Lessee shall have no claims or demands and shall not assert any claims or
demands of any character based upon or arising out of the condition of the
demised premises, or any alleged failure of the Lessor to provide demised
property in the manner and within the time provided for in this Lease.
If Lessee does not take possession as herein provided, this Lease shall be,
at Lessor's option, terminated by reason of default on the part of the Lessee
and the Security Deposit, herein provided for, will be paid to and forfeited to
the Lessor and in addition Lessee will reimburse Lessor for all expenditures
made by Lessor in providing the Leasehold improvements for Lessee as specified
in Schedule "A" and/or Lessee and Lessor approved plans and specifications or by
written request of Lessee and Lessee shall also repay Lessor for any
expenditures by Lessor for removal of any of said Leasehold Improvements not
deemed to be an asset to the demised premises by the Lessor.
11. RECORDATION: This Lease shall not be recorded but the Lessor and the
Lessee shall, at option of either party, when the construction herein provided
for is completed, and the commencement date hereof has been determined execute a
written memorandum in recordable form, fixing the commencing and termination
dates of this Lease, and include therein Lessee's acceptance of the demised
property and acknowledgement of compliance by Lessor with the provisions of
Paragraph 8 hereof.
12. PERSONAL INJURIES AND PROPERTY DAMAGES: Lessee expressly agrees that
Lessor shall not be liable to Lessee or any other person in privity with Lessee
for any injury or damage to property that may occur on demised premises during
term of this Lease. The Lessee shall and agrees to indemnify and forever save
the Lessor and the demised premises free and harmless from and against (a) any
and all liability, penalties, losses, damages, costs and expenses, causes of
action, claims or judgements arising from or growing out of any injury or
injuries suffered or claimed by any person or persons or any damage or damages
to any property as a result of any accident or other occurrence during the term
of this Lease occasioned by any act or acts or omissions of the Lessee, its
officers, employees, agents, servants, subtenants, concessionaires, licencees,
contractors, invitees or permittees, or arising from or growing out of the
maintenance, occupation, operation, or the use or misuse of the demised premises
by any person or persons, during the term of this Lease, and (b) from and
against all legal costs and charges, including reasonable attorneys' fees,
incurred in and about any of such matters and the defense of any action arising
out of the same or in discharging the demised premises or any part thereof from
any and all liens, charges or judgements which may accrue or be placed thereon
by reason of any claim or claims hereunder.
*4. 13. PUBLIC LIABILITY INSURANCE: The Lessee shall and agrees, at its own cost
and expense, to procure and maintain in force and effect at all times during the
term hereof a policy or policies of public liability insurance issued by an
insurance company or companies approved by Lessor, in which the Lessor shall be
named as the insured or one of the insured covering all of the demised premises
which are the subject of this Lease irrespective of the use and occupancy
thereof, and insuring the Lessor against loss, damage or liability in minimum
amounts of $50,000.00 - Property damage in any one occurrence; $250,000.00 for
death or injury to any one person in any one occurrence $500,000.00 for death or
injury to two or more persons in any one occurrence. The limits of said policy
or policies shall not limit liability of Lessee hereunder.
The Lessee shall and agrees to furnish to the Lessor from time to time, at
its (the Lessee's) option, either a certificate or certificates or the actual
insurance policy or policies of the insurance carrier or carriers, indicating
insurance in compliance with the terms and provisions of this paragraph to be in
full force and effect. In the event the Lessee shall at any time during the term
hereof fail, neglect or refuse to procure, maintain or renew any such insurance
the Lessor may procure or renew such insurance, but shall be under no obligation
so to do, and any premium or premiums incurred or paid by the Lessor therefor
shall be charged against the Lessee, as an item in the nature of rent, and shall
be added to and deemed a part of and paid with the next installment of rental
payable by the Lessee to the Lessor hereunder.
14. FIRE AND COMPREHENSIVE INSURANCE: Lessor or Lessee, at option of Lessor,
shall obtain and keep in effect insurance on the demised premises covering fire
and any peril included in the California standard form of extended coverage, in
the amount of the stipulated replacement value of the demised premises, as
established and agreed with the insurance carrier to be 100% of the cost of
replacement, and also insurance against vandalism, malicious mischief and war
damage, when available. In addition to the other coverage herein stipulated said
insurance shall, in case of damage to or destruction of demised premises,
provide for payment to Lessor of up to twelve (12) monthly rental installment
payments payable by Lessee to Lessor during the time of repair or replacement of
damage to or destruction of demised premises. Any premium or premiums incurred
or paid by the Lessor therefor shall be charged against the Lessee, as an item
in the nature of rent, and shall be added to and deemed a part of and paid with
the next installment of rental payable by the Lessee to the Lessor hereunder.
Should a loss occur the Lessee agrees to promptly endorse to the Lessor any
checks that may be made payable to the Lessee by the insurance company in
payment of such loss.
It is understood and agreed between Lessee and Lessor that it is the
responsibility of Lessee to insure Lessee improvements and that they shall not
be covered by the Fire and Comprehensive insurance Policy covering the demised
premises.
Lessee agrees and shall not use or permit said premises or any part thereof
to be used, nor acts to be done, which will increase existing rate of insurance
upon adjacent property or cause a cancellation of any insurance policy covering
said demised premises or adjacent property or any part thereof, nor shall Lessee
sell or permit to be kept, used or sold in or about said premises any article
which may be prohibited by the standard form of fire
*4. Provisions of Paragraph 13 are modified by Paragraph 4 of First Lease
Addition.
3
insurance policy. Lessee shall at his sole cost and expense comply with any and
all requirements pertaining to said premises necessary for the maintenance of
fire and extended coverage and public liability insurance, as herein provided.
15. SUBROGATION: Lessor and Lessee each shall procure forthwith after the
execution of this Lease from each of the insurers under appropriate policies of
insurance issued to or carried by Lessor and Lessee, respectively, pertaining to
the demised premises and to Lessee's business to be conducted thereon, a waiver
in writing of subrogation which said insurer might have or thereafter acquire
against Lessor and Lessee, respectively, and shall thereafter forthwith upon
becoming insured or reinsured under any such policy or policies of insurance
procure applicable waivers of subrogation as provided for herein.
16. USAGE: Lessee may use said demised premises for the purpose of
conducting the business of general offices, sales, manufacturing and
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distribution of medical devices and any other allied or related line of business
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permitted in Zone M-1 locations as provided in the ordinances of Monrovia.
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Lessee shall and agrees that it will not use demised premises for any illegal or
immoral purposes and that Lessee will keep, maintain and operate the demised
premises in a clean, orderly and business-like condition and manner and in
compliance with the best standards and practices, and in conformity with all
mandates, laws, ordinances and regulations of all judicial, administrative and
governmental bodies having jurisdiction. Lessee shall at all times indemnify and
forever save the Lessor harmless from and against all fines, penalties, loss,
damage, costs, expense, attorney's fees and other charges imposed for or
resulting from any violation by any person or persons, at, in or about the
demised premises, of any mandates, ordinances, regulation and laws of all
judicial, administrative and governmental bodies having jurisdiction thereover.
Lessee shall not use the Leased Premises or any part thereof so as to constitute
a nuisance to or otherwise substantially interfere with owners or occupants of
adjoining or neighboring property or so as to cause cancellation of or prevent
the use of standard form fire insurance policy or insurance covering any peril
included in the California standard form of extended coverage. Lessee may
install or maintain any machinery or apparatus reasonable and necessary for the
purpose of its business, but will use due precaution and available safeguards to
prevent injury to the demised premises. All damage or injury to the demised
premises caused by the use or misuse during the term of this Lease, or in
removal therefrom, shall be repaired and demised premises restored to original
condition by the Lessee at his sole expense, provided Lessee shall not be
required to restore items attributable to fair wear and tear. The parking area
allocated to this building and included as a part of the demised premises shall
not be used for production work, storage or other non-parking uses without the
prior written consent of the Lessor.
17. PUBLIC UTILITY CHARGES: The Lessee shall pay and discharge all
electric, gas, water, telephone, fuel and other public utility charges arising
out of or in any manner connected with the furnishing of services to the
premises herein demised or any part or position thereof and shall hold said
premises and all thereof and the Lessor harmless of and from any and all claims,
demands or liabilities arising out of or in any manner connected with the
failure of the Lessee to pay and discharge any such charge.
*5. 18. REPAIRS AND MAINTENANCE: During the entire term of this Lease the
Lessee shall and agrees to, at its own cost and expense, make any and all proper
or necessary repairs, alterations and replacements to the demised premises and
keep and maintain all of the demised premises and every part thereof clean and
in good order, condition and repair as they shall be upon commencement of the
term hereof, reasonable wear and tear excepted, and in compliance with all
applicable laws and regulations and orders of public authority, whether now in
effect or hereafter adopted or issued; and the Lessor shall not be liable for or
be called upon to make or do any repairs alterations, replacements, painting or
maintenance in or upon the demised premises or any part or portion thereof under
any condition whatsoever except in accordance with the terms and provisions of
Paragraph 20 hereof. Provided, however, that Lessor shall be required to repair
any defects in or to the leased premises which appear, notification of which is
given in writing by Lessee to Lessor, during the first year of the term of said
Lease, and which are due to improper or faulty construction or installation. The
obligation of the Lessee with respect to repairs, alterations, replacements and
maintenance as set forth in this paragraph is intended and understood to and
shall cover and include but not be limited to the following: all plumbing,
heating, cooling, ventilating, lighting, fire-protection and utility
installations, fixtures and apparatus; all roofs, walls and foundations; all
painting, windows and glass; all stairways, doors, shades and shutters; all
locks and hardware; all fences or enclosures; all ground surfacing, walks,
aprons and curbs; and all planting and ornamentation. In the event the Lessee
shall at any time during the term hereof fail, neglect or refuse to make or do
any and all repairs, replacements or maintenance required to be
made or done by it under the terms and provisions of this paragraph the Lessor,
upon ten (10) days written notice and the failure of the Lessee to make or do
required repairs, alterations, replacements or maintenance within such time,
may make or do such repairs, alterations, replacements or maintenance for the
account of the Lessee, but shall be under no obligation so to do, and any costs
and expenses incurred or paid by the Lessor therefor shall be charged against
the Lessee and shall be added to and deemed a part of and paid with the next
installment of rental payable by the Lessee to the Lessor hereunder. The Lessee
hereby waives the provisions of Section 1942 of the Civil Code of the State of
California and any and all other statutes or laws, whether now in force or
hereafter adopted, permitting a tenant to make repairs at the expense or for the
account of the owner or to terminate a lease by reason of the condition of the
premises. Lessee shall not be responsible for repair or replacement of any
structural defects in the demised premises, that may appear, that are due to
improper or faulty construction or installation. Lessee shall be responsible for
the repair or replacement of Lessee improvements, if and when needed.
19. CHANGES, ALTERATIONS AND RESTORATION: Lessee shall have the right to
make, at its own expense, such improvements to the leased premises as it deems
necessary for its own use provided that none will be made affecting the
structural components of the building leased hereby without Lessor's prior
written approval. Title to improvements made at Lessee's expense shall remain in
Lessee until the conclusion or sooner termination of this Lease. Lessee shall
not remove any improvements made by it, except those improvements covered by
prior written removal permission granted by Lessor, and upon the conclusion or
sooner termination of this Lease title to said improvements shall forthwith vest
in Lessor, and Lessee agrees to execute such documents as Lessor may request to
effectuate such vesting. The improvements referred to are all improvements other
than trade fixtures, machinery and equipment installed and used by Lessee in its
business, and shall include, without limiting the generality of the foregoing,
lighting fixtures, lighting, gas, water, power and other conduits, pipes, power
installations, plumbing installations, air condition-
TDE FORM 41960
Revised 7/1/76
5. Provisions of Paragraph 18 are extended by Paragraph 5 of First Lease
Addition.
ing; heating, sprinkler systems, fencing and partitions, except that such
improvements shall not include portable partitions or other portable
installations.
Signs, trade fixtures, machinery and equipment placed or installed upon or
within the Leased Premises by Lessee shall remain the property of Lessee and may
be removed by Lessee at any time prior to the last day of the term of this
Lease, and all such property shall remain Lessee's personal property, however,
any damage caused to the demised premises by reason of the installation, usage
or removal thereof shall be repaired and paid for by Lessee. Provided, that
should any such trade fixtures, machinery and equipment be left upon the demised
premises by Lessee at the end of the term or prior termination of this Lease,
such property shall be and become Lessor's property, at Lessor's option, if
Lessee has not removed same within five (5) days after notice has been given to
Lessee that such property remains upon the demised premises.
Upon the termination of this Lease Lessee shall restore the Leased premises
to Lessor in the same condition as when Lessee received same, excepting
reasonable wear and tear, damage or destruction for which Lessee is not liable
under provisions of this Lease, and improvements made by Lessee which under the
provision of this Paragraph become the property of Lessor. Provided, however,
that Lessor, in its discretion, may require Lessee to remove any improvements
made by Lessee even though under the terms of this Paragraph such improvements
would otherwise become the property of Lessor. Such restoration shall be
completed by Lessee not later than the last day of the term or sooner
termination of this Lease.
*6. 20. DAMAGE OR DESTRUCTION OF LEASED PREMISES: Should the demised building
or buildings become destroyed or damaged by fire or other insured loss or by
calamity such as earthquake, flood, or similar or dissimilar violent actions of
the elements, or by act of God, war, threats of war, bombing, insurrection,
invasion, falling objects from without the premises, explosions occurring off
the premises without the fault of Lessee or Sublessee and not resulting from the
activities of Lessee or Sublessee, or other calamities of such nature, then:
(a) If the damage be so slight as not to interfere substantially with the
use of said building or buildings by Lessee, Lessor shall repair the same to
substantially the same condition as it was in immediately preceding the damage
with due diligence, and there shall be no abatement of rent. If Lessor does not
commence said repairs within thirty (30) days from the date of notification of
such damage or after such commencement fails to proceed with due diligence to
complete said repairs Lessee may obtain an appropriate reduction in rental for
damaged space in accordance with Paragraph 41 hereof, from said date of such
damage until such repairs have been completed.
(b) If damage is substantial but renders the premises untenantable only in
part and Lessee may nevertheless continue its operation therein, Lessor shall
repair the same to substantially the same condition it was immediately preceding
the damage if such work can be completed within ninety (90) days from the date
of notification of such fire, loss or calamity, and there shall be an abatement
of rent for damaged space, as provided in Paragraph 41 hereof, from said date of
such damage until such repairs have been completed. If Lessor does not commence
said repairs within thirty (30) days from the date of notification of such
damage or after such commencement fails to proceed with due diligence to
complete said repairs Lessee may cancel this Lease on ten (10) days written
notice of intention to do so if said repairs are not commenced or proceeding as
herein provided within said ten (10) days.
(c) If the building or buildings are totally destroyed, Lessor may rebuild
the building or buildings to substantially the condition in which it or they
were immediately preceding the destruction if the work can be commenced within
thirty (30) calendar days of notification of damage and completed within one-
hundred-twenty (120) days after commencement. Within thirty (30) days after such
notification of destruction, Lessor may by written notice to Lessee cancel this
Lease. Lessee may cancel this Lease on ten (10) day written notice if, (1)
within thirty (30) days after such notification of damage to Lessor if Lessor
fails to notify Lessee in writing within said thirty (30) days that Lessor
intends to rebuild and that work can be commenced within thirty (30) calendar
days and completed within one-hundred twenty (120) days from commencement, if
not delayed by causes beyond control of Lessor, or (2) if the rebuilding is not
in fact completed within such period due to the lack of diligence of Lessor. Any
cancellation shall be effective as of the date of destruction. In the event of
rebuilding, rent shall be abated, in accordance with provisions of Paragraph 41
hereof, from the date of destruction to completion of rebuilding, but said
period shall be included as part of the term of this Lease unless it be mutually
agreed by and between Lessee and Lessor that this Lease should be extended by
said period.
(d) In event of loss or damage of Leasehold Improvements through calamity
such as earthquake, flood, Act of God, war, act of war or any other cause not
covered by insurance Lessee hereby agrees to replace or repair all Leasehold
Improvements, at his sole cost and expense, to as good or better condition as
they were just prior to such loss or damage, unless the demised building is
damaged at same time to the extent that the Lease is cancelled as provided for
in this Lease Paragraph 20, in which event the total of all the unpaid monthly
Leasehold Improvement payments, provided for in Paragraph 5 of this Lease, due
Lessor from Lessee for said Leasehold Improvements for each and every unexpired
month of the full term of this Lease, as set forth in Paragraph 4 of this Lease
shall be paid by Lessee to Lessor within thirty (30) days after such loss.
(e) In the event Lease is not cancelled because of damage or destruction,
as provided for in this Lease Paragraph 20, and Lessee desires Lessor to replace
or repair such loss or damage to said Leasehold Improvements, Lessor agrees to
make such repair or replacement at Lessee's expense.
(f) In the event of loss or damage of Leasehold Improvements that are
covered by insurance Lessor hereby agrees to either replace or repair said
Leasehold Improvements with insurance funds without cost to Lessee provided this
Lease is not cancelled as provided for in this Paragraph 20 and Lessee continues
making the monthly Leasehold Improvement payments for in Paragraph 5 of this
Lease. If Lease is cancelled per terms of this Paragraph 20 the insurance funds
received by Lessor for such insured loss will be accepted by Lessor as full
payment of and will relieve Lessee from making any further monthly Leasehold
Improvement payments provided for in Paragraph 5 of this Lease.
(g) In the event of loss or damage of Lessee Improvements, whether insured
or not, Lessee shall have the option of determining whether to replace or repair
or not to replace or repair such Lessee Improvements. Any replacement or repair
of Lessee Improvements shall be at the expense of Lessee.
Any sums payable to Lessor by Lessee for repair, replacement or rebuilding,
as provided for in this Paragraph 20, shall be due and payable in progressive
payments as work is completed for major job and in any event all sums shall be
due and payable ten (10) days after completion of such repair, replacement or
rebuilding.
Lessee shall not be entitled to collect from Lessor any compensation or
damages on account of any inconveni-
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6. Paragraph 20 provisions are extended by Paragraph 6 of First Lease Addition.
ence or annoyance of any work of repair or rebuilding or because of any injury,
damage, or destruction of demised premises except that it shall be entitled to a
pro rata reduction in rent payable during such period of repair as herein
provided.
Lessor shall not be entitled to collect from Lessee any compensation or
damages on account of any damages or destruction to demised premises caused by
calamity such as earthquake, flood, or similar violent action of the elements,
war or act of war, or act of God, or covered by fire or extended overage
insurance, however, in the event the damages or destruction were caused directly
or indirectly by the Lessee through the use or misuse of the demised premises
Lessee shall not be entitled to Lease cancellation privileges or rent abatement
as herein provided and shall pay Lessor for all repairs and rebuilding not
covered and paid for by any insurance and in addition Lessee will pay Lessor
reasonable compensation for supervising said repairs or rebuilding. Provided
further that in the event Lessor does repairs or rebuilding as provided for in
subparagraphs (a), (b) and (c) Lessor shall not thereby be deemed to have waived
its right or be estopped to contend that it was not obligated to do so. In the
event Lessor makes such repairs or rebuilding and it be thereafter determined
that said repairs or rebuilding were the obligation of the Lessee then Lessor
shall have the right to reasonable compensation and to reimbursement from Lessee
of expenditures made in such repairs or rebuilding and for any reduction or
abatement of rental taken by Lessee.
21. BANKRUPTCY OR INSOLVENCY OF LESSEE: This Lease and the interest of
Lessee hereunder shall not be subject to garnishment or sale under execution in
any proceeding which may be brought against or by Lessee without the written
consent of Lessor, and this Lease and all rights of Lessee hereunder shall, at
the option of Lessor, cease and terminate upon Lessee, or any person or persons
acting for or against Lessee, filing a petition in bankruptcy which petition
remains undismissed for a period of thirty (30) days, making an assignment for
the benefit of creditors, entering into a composition with creditors, entering
into any reorganization proceeding under the terms of the Bankruptcy Act or
being by any court adjudged bankrupt or insolvent. Not withstanding anything to
the contrary herein provided. Lessor may, at its option, in either or any of
such events, without notice to Lessee or any other person or persons,
immediately re-enter and take possession of the demised premises and terminate
this Lease with or without process of law, such process and or notice being
expressly waived by the Lessee. The option hereby given to Lessor to terminate
may be exercised at any time or stage of any of the contingencies herein noted,
and no delay in exercising the right to terminate shall constitute a waiver or
release of such right. Under such termination all installments of rental earned
to the date of termination and unpaid together with any other sums accrued to
Lessor as herein provided shall at once become due and payable and, in addition
thereto, Lessor shall have all rights provided by the bankruptcy laws relating
to the proof of claims of an anticipatory breach of an executory contract. In no
event shall this Lease or any interest of Lessee therein be considered as an
asset of Lessee in any bankruptcy receivership or other judicial proceeding.
22. LOSS THROUGH CONDEMNATION OR EMINENT DOMAIN: In the event all the
demised premises or more than ten (10) per cent of the floor area of the
building or buildings on the leased premises or more than twenty five (25) per
cent of the demised ground area not occupied by buildings shall be appropriated,
condemned or taken by eminent domain this Lease may, at option of either Lessee
or Lessor, be terminated. In the event this Lease is not terminated in total as
provided in this paragraph and in the event less than ten (10) per cent of the
demised floor area and twenty-five (25) per cent of the demised ground area be
appropriated, condemned or taken by eminent domain this Lease shall terminate
only as to the part appropriated, condemned or taken and the Lessor shall,
without delay, do any remodeling or repairs necessary to put remaining portion
of demised premises in good and operative condition and repair. Any and all
award or compensation arising from such appropriation, condemnation or taking
shall be paid and belong to Lessor except any award for damage or loss of use of
fixtures, Lessee Improvements machinery and equipment of Lessee, which later
award shall belong to Lessee, and there shall be an abatement in rent payable
after the actual taking and during the balance of the term hereof in accordance
with Paragraph 41 hereof.
23. CONVEYANCE OR ENCUMBRANCE OF PREMISES: In the event of a conveyance or
transfer of the fee title to the demised premises or of the Lessor's interest in
this Lease, and of the assumption in writing by the grantee or transferee of the
provisions, covenants and conditions herein contained on the part of the Lessor
to be kept and performed, then and in that event and upon there being delivered
to the Lessee an executed copy of such assumption agreement, the Lessor shall be
relieved and discharged of and from any and all further obligations or liability
thereafter accruing hereunder. This Lease shall be at all times subject and
subordinate to the lien or liens of mortgage or trust deeds now on or that
Lessor may put on demised premises, and to all advances made or hereafter to be
made upon the security thereof as well as any renewals or extensions of the
same. The Lessee agrees at any time during term hereof, and from time to time
upon written request of the Lessor to execute, acknowledge and deliver to the
Lessor a statement in writing certifying that this Lease is in full force and
effect, and if there have been modifications, stating the modifications, and the
dates to which the rent and other charges in the nature of rent have been paid
in advance, if any, and current financial condition of Lessee, it being
intended that any such statements may be relied upon by any prospective
purchaser of, or by the holder or prospective holder of any obligation secured
by any lien upon the fee title to the demised premises. The Lessor agrees that
the Lessee shall have the right at any time to redeem for the Lessor by payment,
any mortgages, or other liens upon the demised property made or suffered by the
Lessor and not agreed herein to be paid by the Lessee, in the event of default
of payment by the Lessor, and to be subrogated in the event of such payment to
the rights of the holder thereof.
Lessor hereby warrants that demised premises are now free and clear of any
lien or mortgage that might negate the terms of this Lease, as long as Lessee is
not in default per terms of this Lease at any time during term of this Lease.
Should Lessor, during the term of this Lease, place a lien or mortgage on said
demised premises proper subrogation provisions shall be included in such lien or
mortgage to protect Lessee's right to lease said demised premises for the term
set forth in Paragraph 4 of this Lease, provided Lessee is not then in default
and continues to fulfill all the obligations of Lessee per terms of this Lease.
24. DEFAULT OF LESSEE: Should default be made and continue for ten (10)
days after written notice from the Lessor specifying such default, either of
vacating or abandonment of premises by Lessee or in the payment of any portion
of the rent, or items in the nature of rent, or other charges, whether similar
or dissimilar thereto, herein provided to be paid by the Lessee as and when the
same come due, or should default be made and continue for thirty (30) days after
written notice from the Lessor specifying such default, in the performance of
any of the other covenants herein contained on the part of the Lessee to be kept
or performed, provided, that if the default complained of
6
is of such a nature that the same cannot be rectified in such thirty (30) day
period as aforesaid, then such default shall be deemed to be rectified if Lessee
shall have within the said thirty (30) day period commenced and shall diligently
continue to remedy any such default until the same shall have been fully
rectified or performed, the Lessor or its agent or attorney shall have and at
its option may exercise any one or more of the following rights and remedies
each of which shall be cumulative and in addition to all other rights and
remedies authorized by law:
(a) It may, without terminating this Lease, bring and maintain an action
for any amount due and unpaid.
(b) It may re-enter and take possession of the premises, remove all persons
and property therefrom and, at its option, declare this Lease and the leasehold
estate hereby created to be, and thereupon shall be and become, terminated and
ended. In this event such default shall be deemed to be a breach of this Lease
in its entirety and the Lessor, at its option, shall thereupon be entitled to
recover from the Lessee pursuant to the provisions of section 3308 of the Civil
Code of the State of California the worth at the time of such termination of the
excess, if any, of the amount of the rent and charges or items equivalent to or
in the nature of rent reserved in this Lease for the balance of the term hereof
over the rental that can then be obtained for the premises for the same period.
(c) It may re-enter and take possession of the premises and remove all
persons therefrom and, at its option, without declaring this Lease or the
leasehold estate created hereby terminated or ended, may re-let the premises
herein demised or any portion thereof, for the account of the Lessee for such
rent and upon such terms as it may deem proper, or it may operate said property
itself. In this event if a sufficient sum shall not be thus realized, after-
paying the expenses of re-entry, reletting, collecting, or of operating said
property, and all other damages or expenses sustained by Lessor, to satisfy the
rent hereby reserved or items equivalent to or in the nature of rent payable by
the Lessee plus payments that may be herein reserved for leasehold improvements
the Lessee agrees forthwith to satisfy and pay any such deficiency as and when
the same arises and as and when demanded by the Lessor.
In the event of any such reletting, as herein provided, the Lessee agrees
that any and all of its furniture, furnishings, machinery, equipment, trade
fixtures and all Lessee Improvements that are in, on or about the demised
premises may be used by the Lessor or its tenant until the expiration of the
natural term or any earlier termination of this Lease, without payment of or
any liability for rent, compensation or other charge: but if, on the expiration
of the natural term or any earlier termination of this Lease the total net
amount so collected or received by the Lessor from and through any such
reletting has exceeded the total amount accrued and due and unpaid from the
Lessee then such excess shall be paid to the Lessee.
In the event Lessor takes and operates property itself Lessor shall waive
all payment of rent and items in the nature of rent during period of such
operation and shall, each month, credit Lessee with an amount equivalent to
their rental for use of any of its furniture, furnishings, machinery, equipment
and trade fixtures.
In the event of any such reletting by the Lessor, as herein provided, the
Lessor may execute any such lease either in the name of Lessor or in the name of
Lessee, as Lessor may see fit, and the tenant therein named shall be under no
obligation whatsoever to see to the application by the Lessor of any rent
collected by Lessor from such tenant, nor shall Lessee have any right or
authority whatever to collect any rent whatever from such tenant. Such
reletting to another tenant may be for the unexpired term of this Lease, or any
lesser part thereof or for a longer period of time, in which latter event the
period of time in excess of the term of this Lease shall be for the sole account
of Lessor. At Lessor's option this Lease may nevertheless be terminated by
written notice to Lessee prior or subsequent to such reletting. Nothing herein
contained shall be construed as obligating Lessor to re-let or lease the whole
or any part of the leased premises in case of default by Lessee.
Any re-entry or repossession of sid premises by the Lessor, or any notice
served in connection therewith shall not operate to release the Lessee from any
obligation under this Lease, except with the written consent of the Lessor.
In the event of any such re-entry by the Lessor, the Lessor may, at its
option, require the Lessee to remove from the premises any of the Lessee's
property located thereon. If the Lessee fails to do so, within ten (10) days
after written notice to do so, the Lessor shall not be responsible for the care
or safekeeping thereof and may remove any of the same from the demised premises
and place the same in storage in a public warehouse at the cost, expense and
risk of the Lessee with authority to the warehouseman to sell the same in the
event that the Lessee shall fail to pay the costs of transportation and storage
all in accordance with the rules and regulations applicable to the operation of
a public warehouseman's business. Any refusal by a public warehouseman to accept
personal property upon such conditions shall be conclusive evidence that same is
of no substantial value, and shall be an unconditional warrant to the Lessor for
disposing of the same in any manner it sees fit and without accountability for
any alleged value thereof. In any and all such cases of re-entry the Lessor may
make any repairs in, to or upon the demised premises which may be necessary and
the Lessee hereby waives any and all claims on account of any and all damage
which may be caused or occasioned by such re-entry or any of the aforesaid acts
of the Lessor or by reason of any loss or destruction or damage to any property
in or about the demised premises or any part thereof.
In addition to the foregoing rights and remedies the Lessor shall have and
at its option may exercise all other rights and remedies, whether similar or
dissimilar to the foregoing and whether now or hereafter authorized by law or
equity, it being understood that each and all of the rights and remedies
available to the Lessor shall be cumulative and none of them exclusive.
Whenever a right of re-entry is given to the Lessor by the terms of this
Lease, the Lessor may exercise the same by agent or attorney, and with or
without legal process, such process and any demand for possession of said
premises being expressly waived by the Lessee, and the Lessor may use all force
necessary to make such entry and to hold the demised premises after such entry,
and to remove the Lessee and any other person and property from the demised
premises; and the Lessor shall be entitled, on application to a court of
competent jurisdiction, to have a receiver appointed in aid of the enforcement
of any remedy herein provided for.
25. ASSIGNMENT AND SUBLETTING. It is agreed that the Lessee's leasehold
interest in the demised premises shall not, nor shall any part or portion
thereof or any interest therein, be sold, assigned, sublet, transferred or
encumbered, voluntarily, by operation of law or otherwise, without the written
consent of the Lessor first had and obtained; and the Lessee agrees that it will
not attempt to assign, sell, transfer, encumber or hypothecate this Lease or any
part or portion thereof or interest therein without such written consent;
provided however, such restriction shall not apply to the transfer to the
personal representative or distributee of a deceased individual Lessee; and
provided further, the Lessee may, if it is not in default and without release
from liability hereunder, assign this Lease and leasehold estate or any interest
therein or right thereto, to a subsidiary, affiliated, related or successor
corporation, or any corporation with which Lessee may become merged and
consolidated, for any use permitted in this Lease; provided, however, that as
such assignment shall be effective until delivery to the Lessor of a written
instrument or instruments executed by Lessee and such assignee, evidencing such
assignment and such assignee's acceptance thereof and assumption of
7
all further obligations of the Lessee hereunder.
Any attempt to assign, transfer, encumber or hypothecate the Lessee's
interest or any portion thereof, and any attempt to sublet the demised premises
or any portion thereof, contrary to the terms of this Lease, shall be void and
of no force or effect; provided however, the Lessor shall not and agrees that
it will not arbitrarily withhold its consent to the subletting of the premises
or any part thereof to any subtenant of good character for the purpose of
operating a business that will not be harmful to the premises or out of keeping
with the general character of business conducted in and about the immediate
neighborhood.
Any consent given by the Lessor to the Lessee of any assignment of this
Lease or any interest herein, or to any subletting hereunder, shall not be
construed as a consent to any further or subsequent assignment or subletting or
as a waiver of the right of the Lessor to object to any further or subsequent
assignment or subletting, to which its consent has not been first had and
obtained.
The Lessee, together with all assignees, if the Lessor elects to treat such
assignees as tenants, shall be held and hereby agree to be held jointly and
severally responsible for the payment of rent and the faithful fulfillment of
all the covenants, terms and conditions of this Lease.
26. ENTRY AND RIGHT OF INSPECTION. The right is reserved to Lessor to
enter upon said premises at all reasonable times, and at any time in an
emergency, for the purpose of examination and inspection, and making repairs,
alterations or improvements to the extent permitted herein or exercising any of
the rights under this Lease or for posting notices required by law. Lessor,
however, shall make any repairs, alterations or improvements at such times so as
to inconvenience as little as possible Lessee in the operation of its business.
During the last thirty (30) days of the term of this Lease, Lessor shall have
the right to post or display on said premises such "For Rent" or "For Sale"
signs as Lessor shall deem advisable and also to show said premises to
prospective Lessees or purchasers.
Lessee shall have the right to require Lessor to be escorted by an employee
of Lessee during any entry by Lessor provided for herein.
27. DELIVERY & PREMISE CONDITION ON TERMINATION. Upon the expiration of
the term hereof or upon the cancellation or earlier termination of this Lease by
the Lessor or by operation of law for any cause whatsoever the Lessee shall
deliver and yield up the premises herein demised to the Lessor in as good
condition and repair as the same may be upon commencement of the term hereof,
obsolescence, damage by earthquake or other casualty or act of God and
reasonable wear and tear excepted.
28. WAIVER OF BREACH. No waiver of any rights and/or remedies by the
Lessor of any breach or breaches of any provision, covenant, or condition of
this Lease or provided by law shall be construed to be a waiver of any preceding
or succeeding breach of such provision, covenant or condition or of any other
provision, covenant or condition, and time is of the essence of each and every
provision, covenant and condition herein contained and on the part of either the
Lessor or on the part of the Lessee to be done and performed. Any forebearance
in seeking a remedy for any breach shall not be deemed a waiver of any rights or
remedies with respect to such breach.
29. SIGNS. Lessee agrees not to paint or install, or to allow to be
installed, any sign on the exterior of the said demised buildings, except on the
windows thereof, without the written consent of the Lessor first had and
obtained; except the Lessee is hereby granted permission to erect the usual
trade signs on the exterior of the demised building, on condition that the signs
and designs of the said signs are first submitted for the written approval of
the Lessor, and that the Lessee comply strictly with all applicable ordinances
now in effect or which may hereafter become effective in connection with the
size, style, maintenance and erection thereof provided. Lessee agrees to remove
said signs, repair damage caused by sign installation and removal, and repaint
building exterior as necessary to remove all trace of sign installation upon
termination of this Lease.
30. PROVISIONS OF ENFORCEMENT: This Lease contains all of the conditions,
covenants, stipulations, agreements and provisions agreed upon between the
parties hereto in relation to the demised premises; and this Lease supercedes
and cancels each and every other agreement, promise and/or negotiation between
the parties with reference to the demised premises; and neither party shall be
bound by any inducement, statement, representation promise or agreement not in
conformity herewith.
In the event any suit is brought by either party against the other to
protect its rights hereunder or to enforce any of the terms and provisions of
this Lease, or to collect any sum alleged to be due hereunder, then it is
agreed that the successful party in such suit shall be entitled to attorney's
fees and expenses in a reasonable amount to be fixed by the Court and included
in any judgement rendered in such action if such action is prosecuted to
judgement of a Court; if action is settled without being prosecuted to judgement
the successful party shall be entitled to reasonable attorney's fees and
expenses included in said settlement.
If Lessor is made a party defendant to any litigation with Lessee
concerning the operation of this Lease or the leased premises or the occupancy
thereof by Lessee, then Lessee shall hold harmless lessor from all liability by
reason of said litigation, including reasonable attorney's fees and expenses
incurred by Lessor in any such litigation, whether or not any such litigation is
prosecuted to judgement.
The various rights, options, elections and remedies of the Lessor provided
by law or contained in this Lease shall be construed as cumulative, and no one
of them as exclusive of any of the others or of any right or priority allowed
by law.
It is agreed that this Lease shall be construed pursuant to the laws of
the State of California and that the execution hereof be deemed to have taken
place on the part of all signatories hereto within the County of Los Angeles,
State of California.
31. EXECUTION OF RECORD MAPS. In the event the Lessor subdivides all or
any part of the real property forming a part of the demised premises into a
tract or tracts containing the same, and with or without adjacent property, the
Lessee shall and agrees to, upon the request of the Lessor, join in the
execution of such sub-division or record map or maps as may be prepared in
connection therewith on the condition that no part of the demised premises shall
be dedicated on said sub-division or record map or maps for any public purpose
that will interfere with the use thereof by the Lessee in connection with its
right or occupancy under the terms and provisions hereof.
32. SUCCESSORS AND ASSIGNS. Each of the provisions, covenants and
conditions of this Lease shall, subject to the provisions as to assignment,
extend to and bind and inure to the benefit of, as the case may be, not only the
parties hereto but each and every of the personal representatives, successors
and assigns of the respective parties, and whenever in this Lease a reference to
either of the parties is made such reference shall be deemed to include,
whenever applicable, also a reference to the personal representatives,
successors and assigns of such party the same
as if every case so expressed; and all of the conditions and covenants contained
in this Lease shall be construed as covenants running with the land. No
modification of this Lease agreed upon with any successor shall release the
Lessee from liability under this Lease.
33. HOLDING OVER. In the event the Lessee holds over or remains in the
possession or occupancy of the demised premises after the expiration of the term
of this Lease by lapse of time without any written Lease of said promises being
made or entered into between the Lessor and the Lessee, such holding over or
continued possession or occupancy shall not be deemed or be held to operate as
any renewal or extension of the term of this Lease and shall, as rent is paid by
Lessee and accepted and acknowledged by Lessor for or during any period of time
the Lessee so holds over or remains in possession or occupancy, only create a
tenancy from month to month at the rental, including items or charges in the
nature of rent, hereinbefore provided for and subject to all applicable terms
and conditions herein provided, and such month to month tenancy may at any time
be terminated by either the Lessor or the Lessee giving to the other thirty (30)
days' written notice of intention to terminate the same.
34. LIENS. Lessee will not permit any mechanics', laborers' or
materialmen's lien to stand against premises for any labor or material furnished
to Lessee or claimed to have been furnished to Lessee or to Lessee's agents'
contractors or sub-lessees, in connection with work of any character performed
or claimed to have been performed on said premises by or at the direction or
sufferance of Lessee, provided, however, that the Lessee shall have the right to
contest the validity or amount of any such lien or claimed lien provided Lessee
shall give to the Lessor reasonable security as may be demanded by the Lessor to
insure payment thereof and prevent any sale, foreclosure or forfeiture of the
premises by reason of such non-payment provided such security need not exceed
one and one-half times the amount of such lien or claimed lien. On final
determination of the lien or claim for lien the Lessee will immediately pay any
judgement rendered plus all costs and charges and shall have the lien released
or judgement satisfied at Lessee's own expense.
35. RIGHT OF TERMINATION. This Lease shall not be terminable for any
reason by either party hereto, except as expressly provided for in this
instrument. Without limiting the generality of the foregoing, damage to or
destruction of any portion or all of the building or buildings and fixtures upon
the Leased Premises by fire, the elements or any other cause whatsoever, whether
or not without fault on the part of the Lessee, shall not terminate this Lease
or entitle the Lessee to surrender the Leased Premises, or entitle the Lessee to
any abatement of or reduction in rent payable by the Lessee hereunder, except as
specifically provided in this Lease, or otherwise affect the respective
obligations of the parties hereto, any present or future law to the contrary
notwithstanding.
36. ARBITRATION. In the event of any dispute between the Lessor and
Lessee concerning any provision of this Lease, such dispute shall be settled by
three (3) disinterested arbitrators, one of whom shall be chosen by each of the
parties hereto and the third by the two so chosen, or any such dispute may be
submitted for arbitration to the American Arbitration Association upon
application of either party hereto. Such arbitration shall be conducted by said
Association under its rules and regulations then prevailing and the
determination of such arbitration shall be final and binding upon both parties
hereto. Only one of the above methods of arbitration shall be used in resolving
any one dispute unless, in the case of submission to the three man arbitration
group, they can not agree on a decision, in which case, if parties hereto are
still in disagreement, the dispute will be submitted to the above mentioned
Association for arbitration. The cost of any such arbitration shall be borne
equally between the parties.
37. QUIET ENJOYMENT. The Lessor covenants that the Lessee, on paying the
rent and all other sums herein reserved, and performing all the other provisions
hereof on the Lessee's part to be performed, shall and may at all times
peaceably and quietly have, hold and enjoy the demised premises for the demised
term, subject to the provisions of this Lease.
38. EXPENDITURES BY LESSOR ON BEHALF OF LESSEE. If the Lessor shall make
any expenditure or incur any liability which the Lessee is required to make or
pay under this Lease, the amount thereof may, at the option of the Lessor, be
added to and be deemed a part of any installment of rent thereafter falling due.
39. PLACE 7 METHOD OF NOTICE AND PAYMENT DELIVERY. Lessor may from time to
time designate some one person, firm or corporation, which may or may not be the
Lessor, to receive notices, rental payments, tenders, documents, etc., which
Lessee is required or permitted to deliver to or serve upon it respectively and
will furnish Lessee the address of such designated receiver at least ten (10)
days prior to effective date thereof. Any notice herein required or permitted to
be given by Lessee to Lessor shall be deemed given if and when properly
addressed and mailed by registered mail, postage prepaid, to Lessor or to
receiver designated by Lessor.
Any notice herein required or permitted to be given by Lessor to Lessee
shall be deemed given if and when delivered or served personally or mailed in a
sealed wrapper, by United States registered mail, postage prepaid, properly
addressed to Lessee at the herein demised premises, whether or not Lessee has
departed from, abandoned or vacated the premises, and any further or additional
notice is hereby waived by Lessee.
Until changed as herein provided, notices, communications and rental
payments from Lessee to the Lessor shall be addressed as follows: D. E. Turner,
-------------
32771 Seven Seas Drive, Laguna Niguel, California 92677.
- -------------------------------------------------------
40. LEASE IN DUPLICATE. For the convenience of the parties hereto, this
Lease has been executed in duplicate, which in all respects are identical. Each
of them shall be deemed complete in itself.
41. RENT ABATEMENT. Should the Lessee be deprived of usage of all or any
part of the demised premises herein provided by reason of demised premises being
appropriated, condemned or taken by eminent domain, destroyed or damaged by fire
or other insured loss or by calamity such as earthquake, flood, tornado, or
similar or dissimilar violent action of the elements, or by the act of God, war,
bombing, insurrection, invasion, or other calamities of such nature, without the
fault of the Lessee and not resulting from the activities of Lessee, Lessee
shall be entitled to abatement or reductions of rental, from date of such
destruction, damage, appropriation, condemnation or taking of demised premises
and for such period of time as such part or portion of demised premises
immediately prior to said loss or usage of building and/or ground area, except
that rental payable for any land herein reserved for future expansion of
building or parking area shall not be included in rental so pro-rated unless
such expansion area is a part of area lost by eminent domain.
Under no circumstances will payments due Lessor from Lessee for any
Leasehold improvements, as may be herein
9
reserved, be subject to abatement or reduction, nor shall payments of taxes,
assessments and insurance on demised premises, or other charges, whether similar
or dissimilar thereto, herein provided to be paid by the Lessee, be subject to
abatement, reduction or proration, except such as may be allowed or permitted by
the Insurance Company providing Fire and Comprehensive Insurance coverage for
demised property, taxing and/or assessing authority or by provisions of
Paragraph 20 of this Lease.
42. ABANDONMENT OF LEASED PREMISES. Lessee shall not vacate or abandon the
demised premises at any time during the term of this Lease, and shall not permit
the demised premises to remain unoccupied except during and for the purpose of
making such repairs or restoration as may become necessary under the provisions
hereof. If Lessee shall abandon, vacate, or surrender said premises or be
dispossessed by process of law or otherwise, any personal property belonging to
Lessee and left on the premises shall, at the option of the Lessor, be deemed
abandoned by Lessee and shall forthwith become the property of Lessor.
43. LEASE SURRENDER. The voluntary or other surrender of this Lease by
Lessee, or a mutual cancellation thereof, shall not work a merger, and shall at
the option of Lessor, terminate all or any existing subleases or subtenancies or
may, at the option of Lessor, operate as an assignment to him of any or all of
such subleases or subtenancies.
44. INTEREST. Any sums payable to Lessor by Lessee, as herein provided,
that are not paid when due shall, at option of Lessor bear interest at the rate
of ten (10) per cent per annum from due date of such payment to date such
payment and accumulated interest is paid to Lessor.
IN WITNESS WHEREOF, the Lessor and the Lessee have executed this instrument the
day and year first above written.
Dale E. Turner & Frances R. Turner Staar Surgical Company
__________________________________ ___________________________________
LESSOR LESSEE
By /s/ Dale E. Turner By /s/ Thomas R. Waggoner
-------------------------------- ----------------------------------
Dale E. Turner Thomas R. Waggoner, President
By /s/ Frances R. Turner By /s/ C. Frederick Reish
-------------------------------- ----------------------------------
Frances R. Turner C. Frederick Reish, Secretary
STATE OF CALIFORNIA }
} SS
COUNTY OF LOS ANGELES }
On Oct. 31 , 1983, before me, the undersigned, a Notary Public in and for
--------------
said County and State, personally appeared Thomas R. Waggoner known to me to be
------------------
the X President and C. Frederick Reish, personally known to me to be the X
--- ------------------ ---
Secretary of Staar Surgical Company, A California Corporation, the Corporation
------------------------------------------------
that executed the within Lease between said Corporation, as Lessee, and Dale E.
-------
Turner & Frances R. Turner, as Lessor, consisting of 13 pages including
- -------------------------- --
Schedule "A", and the First Lease Addition, numbered consecutively from 1 to 15,
--
and known to me to be the persons who executed the within Lease on behalf of the
said Corporation, and acknowledged to me that said Corporation executed the
same.
WITNESS MY HAND AND OFFICIAL SEAL
/s/ Bonnie M. Davis
---------------------------------------
Notary Public in and for said County
(NOTARIAL SEAL) and State
STATE OF CALIFORNIA }
} SS
COUNTY OF LOS ANGELES }
On October 31, 1983, before me, the undersigned, a Notary Public
----------------
in and for said County and State, personally appeared Dale E. Turner
--------------
and Frances R. Turner, personally known to me to be the person (persons) who
- ---------------------
executed the within Lease between Staar Surgical Company, a Calif. Corp.,
---------------------- --------------
Lessee, and Dale E. Turner and Frances R. Turner, Lessor, consisting of 13
------------------------------------ --
pages including Schedule "A", and the First Lease Addition, numbered
consecutively from 1 to 13, and acknowledged to me that he (they) executed the
--
same.
WITNESS MY HAND AND OFFICIAL SEAL
/s/ M. Kathleen Lansing
---------------------------------------
Notary Public in and for said County
(NOTARIAL SEAL) and State
10
SCHEDULE "A"
Attached to and made a part of Lease made the twentieth day of October,
----------------------------
1983, between Dale E. Turner and Frances R. Turner, Lessor, and Staar Surgical
- ---- ------------------------------------ --------------
Company, a California Corporation, Lessee.
- ---------------------------------
The promises, covenants, agreements, statements, understandings and
declarations made and set forth in this Schedule "A" are intended to and shall
have the same force and effect as if set forth at length in the body of said
Lease.
The real property herein described, together with the improvements thereon
or herein provided to be constructed or installed thereon shall constitute the
total property leased by this Lease.
1. LEGAL DESCRIPTION. All of Lot 2 and the North sixty-five (65') feet
of Lot 3 Tract 28379 of Los Angeles County. Address of demised premises is 1911
Walker Avenue, Monrovia, California 91016.
2. IMPROVEMENTS: The above described real property is improved with a
structure of approximately 36,750 square feet. Building is completely air
conditioned, lighted and fire sprinklered.
3. FACILITY PREPARATION: Lease is accepting demised property in `as is'
condition. Lessor shall, however, provide premise preparations as set forth in
Paragraph 2 of First Lease Addition.
11
THIS FIRST LEASE ADDITION made in the City of Monrovia, State of
California, as of the twentieth day of October, 1983, to Lease by and between
Dale E. Turner and Frances R. Turner, Lessor, and Staar Surgical Company, A
- ------------------------------------ ----------------------
California Corporation, Lessee, dated the twentieth day of October, 1983,
- ---------------------- --------- -------
becomes a part thereof as though it were incorporated in and included as a part
of the original.
WITNESSETH THAT,
In consideration of the mutual promises, agreements, and covenants
hereinafter contained, the parties hereto further agree as follows:
1. LEASE TERM EXTENSION: The five year two month Lease Term as established
in Paragraph 4 of this Lease may be extended, at option of Lessee, for two
additional five (5) year terms, provided Lessee exercises such option at least
four (4) months prior to then current expiration date established per terms of
provisions of Paragraph 4 and this Paragraph 1 of the First Lease Addition, and
further provided Lessee is then occupying said demised premises and is not then
in default in the performance of any of the provisions of this Lease.
2. FACILITY PREPARATION: Lessee is to accept building and premises in 'as is'
condition and shall make all necessary leasehold improvements at expense of
Lessee. Plans for Lessee proposed leasehold improvements affecting the present
building improvements will be submitted to Lessor for approval prior to
installation. Permission is hereby given by Lessor to Lessee to remove the room
designated as a drying room located near the Northwest corner of the building.
Lessor does not know the condition of and therefore does not warranty the drying
room equipment. Lessor will have the following improvements made at the expense
of Lessor:
1. Install new steel rollup overhead door at North ground level truck
entry.
2. All air conditioning equipment shall be inspected and repaired as
required. Lessor shall warranty said air conditioning equipment for a
period of one hundred and twenty days and will pay in full for any
major equipment replacements that may be required during the first six
months of the Lease Term and one-half of such cost of replacements
during the next six months.* The evaporative water coolers are excluded
from any Lessor warranty or responsibility.
3. Paint exterior of building with color to be selected by Lessee.
4. Paint all mustard colored interior factory walls.
5. Reroof main (original) building and check and repair, if needed, the
balance of the roof system.
Lessor to have all the above work completed without delay.
3. RENTAL PAYMENTS: Rental installments as established in Paragraph 5 of
Lease shall start January 1, 1984. Lessee shall pay Lessor rental for the first
thirty (30) months of any Lease Term Extension, as provided for in Paragraph 1
of this Lease Addition, as determined by the following method: The monthly
rental rate starting January 1, 1989 shall be the monthly rental rate
established in Paragraph 5 of this Lease adjusted to equal the increase, if any,
in the Consumer Price Index, (United States City average, all items, 1967
equaling 100, from the U.S. Department of Labor, Bureau of Labor Statistics,
Washington, D.C.) for the month of August 1988 over that of 300.3 for August
1983. At the end of each thirty (30) month period during Lease Term Extension
(on June 1, 1991, January 1, 1994 and June 1, 1996 based on C.P.I. Index figures
of March 1991, October 1993 and March 1996 respectively) the monthly rental
payable as established by this Paragraph 3 for the first thirty (30) months of
optioned Lease Term Extension, shall be adjusted, from the date of last rental
adjustment, in accordance with provisions of this Paragraph, if any increase
occurs, in the Consumer Price Index during each period as stipulated herein. In
the event the monthly rental rate established in Paragraph 5 of this Lease is
increased during the term of this Lease by a subsequent Lease Addition covering
alteration or additions to demised premises the monthly rental established in
such subsequent Lease Addition will be used as the base rental for determining
the rental for any Lease Term Extension. If said Index is discontinued by the
Government, then the most nearly comparable Index shall be substituted.
* Provided, however, if Lessee engages the services of Mr. Pat McClory in
fulfillment of its obligation under Paragraph 5 of this First Lease
Addition, Lessor shall warrant said air conditioning equipment for a period
of one year and will pay in full for any major equipment replacements that
may be required during the first year of the Lease term.
-12-
4. PUBLIC LIABILITY INSURANCE: Insurance limits as set forth in Paragraph
13 of Lease shall be increased to $31,000,000.00 for Bodily Injury and Personal
Injury combined for each occurance.
5. REPAIRS AND MAINTENANCE: Lessee agrees to secure and keep in force
an air conditioning equipment service and maintenance contract from a qualified
air conditioning servicing contractor approved by Lessor to perform monthly
service as required or needed on all the air conditioning equipment and shall
have all the air conditioning equipment included as a part of the demised
premises in good and operable condition at expiration or termination of this
Lease. In addition, if air conditioning equipment servicing contractor is not a
qualified water chemist, Lessee shall also secure and keep in for a contract
with a qualified water chemist to service the evaporative water condensor NOTE:
Airmac Heating & Air Conditioning (Mr. Pat McClory), 714-737-2034, is the most
knowledgeable contractor of the air conditioning equipment in this building
having maintained and serviced same for approximately eight years. Quoted
service rate of 3225.00 per month.
6. RESTORATION OR REBUILDING AFTER DAMAGE OR DESTRUCTION: The provisions
of Paragraph 20 of basic Lease are hereby amended by way of addition as follows:
The provision that the starting time or time limitations to effect repairs,
restoration or rebuilding be based on date of notification of such damage, fire,
or other loss or calamity as the starting point is hereby amended to date Lessee
and Lessor and their respective insurance carriers, as their interests may be
affected, have mutually agreed to extent of damage and their respective
liabilities.
7. LAND USE: None of the demised land area not covered with a
building, built or approved by Lessor, shall be used for production work,
storage or other non-vehicle parking uses without the prior written consent of
the Lessor.
8. SUBTENANT: Graphic Installation Services are now occupying
approximately 3000 square feet of the two story section of the demised premises.
Lessor hereby assigns and Lessee hereby accepts assignment of Graphic
Installation Services as a subtenant on a month to month basis under terms and
conditions as set forth in attached letter rental agreement between Lessors and
Graphic Installation Services as Lessee. Graphic Installation Services shall pay
monthly rental of $1200.00 to Lessor for months of November and December.
Starting January 1, 1984 said rental shall be payable to Staar Surgical Company.
IN WITNESS WHEREOF, the Lessor and Lessee have executed this instrument on the
day and year first above written.
Dale E. Turner & Frances R. Turner Staar Surgical Company
- ----------------------------------------- --------------------------------
LESSOR LESSEE
By: /s/ Dale E. Turner By: /s/ Tom Waggoner
-------------------------------------- --------------------------------
Dale E. Turner Thomas R. Waggoner, President
By: /s/ Frances R. Turner By: /s/ Frederick Reish
-------------------------------------- --------------------------------
Frances R. Turner C. Frederick Reish, Secretary
9. Right of First Refusal: If Lessor determines to sell all or any part of the
premises, Lessor shall notify Lessee of the terms on which Lessor will be
willing to sell.
If Lessee, within 15 days after receipt of Lessor's notice, indicates in
writing its agreement to purchase the premises or a part of the premises
on the terms stated in Lessor's notice, Lessor shall sell and convey the
premises or a part of the premises to Lessee on the terms stated in the
notice. If Lessee does not indicate its agreement within 15 days, Lessor
thereafter shall have the right to sell and convey the premises or a part of
the premises to a third party on the same terms stated in the notice. If
Lessor does not sell and convey the premises or a part of the premises
within 90 days, any further transaction shall be deemed a new
determination by Lessor to sell and convey the premises or a part of the
premises and the provisions of this paragraph shall be applicable.
-13-
LEASE ADDITION
THIS THIRD LEASE ADDITION made in the City of Monrovia, State of California, as
of the second day of January, 1987, to Lease by and between Turner Trust, Dale
E. Turner & Frances R. Turner, Trustees, Lessor, and Staar Surgical Company, A
California Corporation, Lessee, dated the twentieth day of October, 1983,
becomes a part thereof as though it were incorporated in and included as a part
of the original.
WITNESSETH THAT,
In consideration of the mutual promises, agreements, and covenants
hereinafter contained, the parties hereto further agree as follows:
1. CHANGES, ALTERATIONS AND RESTORATION: Lessor hereby grants permission
to Lessee to cut up to a 6' wide by 8' high opening in rear wall of 1911 Walker
Avenue building to provide access to 1900 South Myrtle Avenue building through
opening of same size cut in rear (East) wall of 1900 South Myrtle Avenue
building, provided:
A. Opening is provided with necessary reinforcing to maintain the
structural integrity of wall cut to provide said opening. Such opening
reinforcing shall consist of a complete side and top frame made of T.S. (Tubular
Steel) 5" x 2" x 0.1875 steel tube across the top, secured in place by two (2)
each 5/8" x 6" redheads, and supported on each end by tubes of same size and
secured in place by a minimum of three (3) each 5/8" x 6" redheads in each
support.
B. Opening and space between buildings shall be provided with a water
proof surround of heavy gauge metal or other Lessor approved material.
C. Opening shall be provided with a self closing Fire Underwriters
approved fire door, either sliding or swinging, meeting current applicable code
requirements for exterior wall on property line installation.
D. Lessee shall, at expense of Lessee, close said opening and shall
leave floors and said affected wall in as near pre-opening condition as possible
on or before termination or expiration date of this Lease or usage by Lessee of
premises located at 1900 South Myrtle Avenue, Monrovia.
2. LEASE PROVISIONS: All the terms and provisions set forth in the basic
Lease as extended, amended or clarified by the First and Second Lease Additions
shall remain in full force and effect except such terms and provisions that have
been specifically amended, extended or clarified by this Third Lease Addition.
IN WITNESS WHEREOF, the Lessor and Lessee have executed this instrument on the
day and year first above written.
TURNER TRUST STAAR SURGICAL COMPANY
- ------------------------------------ ----------------------------------
LESSOR LESSEE
By: /s/ Dale E. Turner, Trustee By: /s/ Thomas R. Waggoner
-------------------------------- -----------------------------
Dale E. Turner, Trustee Thomas R. Waggoner, President
By: /s/ Frances R. Turner, Trustee By: /s/ Donald Hardy
-------------------------------- ------------------------------
Frances R. Turner, Trustee Donald Hardy, Vice President
-15-
LEASE ADDITION
THIS FOURTH LEASE ADDITION made in the City of Monrovia, State of
California, as of the first day of October, 1988, to Lease by and between Turner
Trust, Dale E. Turner & Frances R. Turner, Trustees, Lessor, and Staar Surgical
Company, A California Corporation, Lessee, dated the twentieth day of October,
1988, becomes a part thereof as though it were incorporated in and included as a
part of the original.
WITNESSETH THAT,
IN CONSIDERATION OF THE MUTUAL PROMISES, AGREEMENTS, AND COVENANTS
HEREINAFTER CONTAINED, THE PARTIES HERETO FURTHER AGREE AS FOLLOWS:
1. LEASE TERM: The provisions of Paragraph 4 of Lease as extended by
Paragraph 1 of First Lease Addition are further amended as follows: The Lease
Term is hereby extended five (5) years to new termination date of December 31,
1993.
2. RENTAL: The provisions of Paragraph 5 of Lease as extended by Paragraph
3 of First Lease Addition as hereby amended by way of addition as follows: The
monthly rental rate starting January 1, 1989 shall be thirteen thousand five
hundred thirty-five and no/100 dollars ($13,535.00) increasing the total rental
payable under terms of this Lease by eight hundred twelve thousand one hundred
and no/100 dollars ($812,100.00), from six hundred eighty-four thousand and
no/100 dollars ($684,000.00) to one million four hundred ninety-six thousand one
hundred and no/100 dollars ($1,496,100.00) subject to further adjustment June 1,
1991 and thereafter as provided for in Paragraph 3 of First Lease addition.
3. RENTAL ADJUSTMENT IN CASE OF LEASE ASSIGNMENT OR SUBLETTING: Provisions
of Paragraph 25 of basic Lease are extended as follows: Lessor shall, in the
event Lessee in conformance with provisions of Paragraph 25 of Lease, makes an
assignment or subleases demised premises have the additional option of further
adjusting the rental rate being paid by Lessee at time of such assignment or
subletting to increase monthly rental to the then current fair market rental
rate. Fair market rate to be determined by mutual agreement between Lessee and
Lessor based on local leasing rates for comparable property located in the local
and adjacent areas supplied by reputable industrial leasing brokers active in
the local and adjacent areas. In the event agreement can not be reached between
Lessee and Lessor arbitration shall be had in accordance with applicable rules
of the American Arbitration Association which are in effect at the time the
demand for arbitration is filed.
4. BANKRUPTCY OR INSOLVENCY OF LESSEE: The provisions of Paragraph 21 of
Lease are modified as follows: In the event any petition in bankruptcy remains
undismissed for a period of thirty (30) days through no fault of Lessee such
period can be extended up to sixty (60) days provided due diligence has been and
continues to be exercised to effect such dismissal.
5. SECURITY DEPOSIT APPLICATION: Provisions of Paragraph 7 of basic Lease
are further extended as follows: The Security deposit is to be applied as set
forth in Paragraph 7 of Lease and shall not be used by Lessee toward payment of
the last, or any other, months rental due Lessor. Lessor shall refund to Lessee,
in accordance with terms of said Paragraph 7 of Lease, the then balance of the
Security Deposit upon termination of this Lease.
6. CONTAMINATION AND HAZARDOUS WASTE: Provisions of Paragraph 16 of basic
Lease are extended as follows: Lessee shall not use any hazardous substances or
substances that can generate contamination or hazardous waste without first
obtaining a permit from the proper authority controlling use of such substance
under California Health and Safety Codes. Lessee, in any event, shall conform to
and comply with applicable California Health and Safety Codes in the cleanup and
disposal of any contamination and/or hazardous waste that Lessee might generate
on or near demised property during the lease term provided for herein, or any
extension thereof.
-16-
7. LEASE PROVISIONS: All terms and provisions set forth in the basic
Lease as extended, amended or clarified by the First, Second, and Third Lease
Additions shall remain in full force and effect except such terms and provisions
that have been specifically amended, extended or clarified by this Fourth Lease
Addition.
IN WITNESS WHEREOF, the Lessor and the Lessee have executed this instrument
effective the day and year first above written.
TURNER TRUST STARR SURGICAL COMPANY
- ------------------------------- ------------------------------
LESSOR LESSEE
By: /S/ Dale E. Turner By: /S/ Tom Waggoner
---------------------------- ------------------------------
Dale E. Turner, Trustee Thomas R. Waggoner, President
By: /S/ Frances R. Turner By: /S/ LaMar Laster
---------------------------- ------------------------------
Frances R. Turner, Trustee LaMar F. Laster, Secretary
LEASE ADDITION
THIS FIFTH LEASE ADDITION made in the City of Monrovia, State of
------- ----------------
California, as of the ninth day of November, 1992, to Lease by and between
------- --------- ----
Turner Trust, Dale E. Turner & Frances R. Turner, Trustees, Lessor, and
- ----------------------------------------------------------
Staar Surgical Company, A California Corporation, Lessee, dated the twentieth
- ------------------------------------------------ ----------
day of October, 1983 , becomes a part thereof as though it were incorporated
-------- ----
and included as a part of the original.
WITNESSETH THAT,
In consideration of the mutual promises, agreements, and covenants
hereinafter contained, the parties hereto further agree as follows:
1. LEASE TERM: The provisions of Paragraph 4 of Lease as amended and extended
by Paragraphs 1 of the First and Fourth Lease Addition are further amended and
extended as follows: The Lease Term is hereby extended for ten (10) years to a
new termination date of December 31, 2003.
2. FACILITY IMPROVEMENTS: Lessor shall pay up to thirty-five thousand dollars
($35,000.00) for facility improvements desired by Lessee.
3. ACCESS TO 1941 WALKER AVENUE BUILDING: Lessor shall provide a 6' x 8'
access opening in South wall of 1911 Walker building and in the North wall of
1941 Walker building to provide access to 1941 Walker for personnel and
equipment. Plus an additional 3' x 6'8" personnel access doorway, if desired by
Lessee and is structurally practical in location desired.
4. LEASE PROVISIONS: All the terms and provisions set forth in the basic
Lease as extended, amended and clarified by the First, Second, Third and Fourth
Lease Additions shall remain in full force and effect except such terms and
provisions that have been specifically amended, extended or clarified by this
Fifth Lease Addition.
IN WITNESS WHEREOF, the Lessor and Lessee have executed this instrument on the
day and year first above written.
TURNER TRUST STAAR SURGICAL COMPANY
- ----------------------------- ----------------------------------------
LESSOR LESSEE
By: /s/ Dale E. Turner By: /s/ John R. Wolf
-------------------------- ---------------------------------------
Dale E. Turner, Trustee John R. Wolf, President
By: /s/ Frances R. Turner By: /s/ LaMar Laster
-------------------------- ---------------------------------------
Frances R. Turner, Trustee LaMar Laster, Chairman and Secretary