EXHIBIT 10.1
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INDUSTRIAL LEASE
RIVERSIDE INDUSTRIAL PARK I
1. LEASED PREMISES, BUILDING, PROPERTY, COMMON AREAS, AND TERM. This Lease
Agreement is made and entered into by and between GREYSTONE PROPERTIES, LLC
an OKLAHOMA Corporation ("Landlord") and GREYSTONE MANUFACTURING, LLC an
OKLAHOMA Corporation ("Tenant"). The Landlord does hereby demise and lease
unto the Tenant approximately 60,000 square feet of space which is the
property known as RIVERSIDE INDUSTRIAL PARK, said space which is located at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ (hereinafter referred to as the
"Leased Premises"). The building in which the Leased Premises is situated
(hereinafter referred to as the "Building") comprises a portion of the
property that is legally described in the attached Exhibit A ("Property").
In addition to the Building and the land upon which the Building is
situated, the Property also includes parking areas, loading areas and
roadways ("Common Areas"). The Term of this Lease shall be for a period of
TEN (10) YEARS, commencing on JULY 1, 2004 OR UPON CLOSING OF THE SALE OF
THE PROPERTY, excepting delays due to strikes, acts of God, failure in
delivery of materials and events beyond Landlord's control, and ending 120
MONTHS LATER, unless said Term shall be terminated sooner as hereinafter
provided.
2. BASE RENT AND SECURITY DEPOSIT.
(a) In consideration of said Lease, the Tenant, without prior notice or
demand, agrees to pay to the Landlord on a monthly basis a Base Rent
for said Leased Premises for the term of the Lease as follows:
FROM 11/01/04 TO 06/30/14 $25,000.00 PER MONTH
In addition, Tenant shall also be responsible for payment of personal
property taxes and Rent taxes, if any. For the purpose of this Lease,
the term ("Rent") shall include all Base Rent and any Additional Rent
owed by Tenant to Landlord as provided for herein. Said Rent shall be
due and payable in advance on the first day of each month during the
Term of this Lease at the office of the Landlord's Management Agent,
or such other place as the Landlord from time to time, in writing, may
designate. Rent not received on or before the tenth (10th) day of each
month during the Term of this Lease shall be considered delinquent and
subject to the Late Charges as enumerated in Paragraph 3 of this
Lease. With the execution of this Lease, Tenant has deposited with the
Landlord the sum of $25,000.00.
(b) Security Deposit is defined as monies pledged as security for the
payment of Rent and other charges herein agreed to be paid, and for
the faithful performance of all the terms, conditions, and covenants
of this Lease. If at any time during the term of this Lease, Tenant
shall be in default in performance of any provision of this
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Lease, and shall fail to remedy or cure said default after having
received ten (10) days written Notice of same, then the Landlord may,
at its option, apply monies held as partial or full satisfaction of
said default or declare said Security Deposit to be forfeited. If
Landlord applies all or a portion of Tenant's Security Deposit to cure
said default, Tenant agrees to pay to Landlord within ten (10) days of
said Notice an equal amount so that the Landlord has at all times a
Security Deposit equal to the original amount herein agreed to.
Tenant's failure to do so constitutes a default of this Lease. Within
sixty (60) days after the Tenant's satisfactory completion of this
Lease, Landlord shall refund the Tenant's Security Deposit in full and
without interest.
(c) No dispute between the Landlord and the Tenant as to Landlord or
Tenant obligations under this Lease shall excuse payment of Rent or
the faithful performance of any other conditions of this Lease by
either Party.
3. LATE CHARGE. Tenant acknowledges that late payment to Landlord of Rent or
other sums due hereunder will cause Landlord to incur costs not
contemplated by this Lease. the exact amount of which would be extremely
difficult and impractical to ascertain. Such costs include, but are not
limited to, processing and accounting charges, and late charges that may be
imposed on Landlord by the terms of any mortgage or trust deed covering the
Property. Therefore, in the event Tenant should fail to pay any installment
of Rent or any sum due hereunder after such amount is due, Tenant shall,
upon demand, pay to Landlord as Additional Rent, a late charge equal to 10%
of each such installment or other sum due and payable, or $50.00 per day
said installment of Rent or sum due hereunder is past due, whichever is
greater. Said late charge shall be assessed on the 11th day of each month.
Tenant shall be assessed a $25.00 charge for each check that is returned
due to insufficient funds in the Tenant's account.
4. PROPERTY OPERATING EXPENSES.
(a) REAL PROPERTY TAXES AND PROPERTY INSURANCE PREMIUMS: Tenant agrees to
pay to the Landlord as Additional Rent its pro rata share of the
estimated real property taxes and property insurance premiums incurred
during each calendar year. Said payment shall be made in advance to
the Landlord, in monthly installments and due and payable on the first
day of each month during the term of this Lease. As used in this
paragraph, ("real property tax") shall mean any form of assessment
(both general and special), levy, penalty, or tax (other than estate
or inheritance tax) imposed by any authority having direct or indirect
power to tax any legal or equitable interest of Landlord in the
Property, including any tax on rent (other than income tax) in lieu
of, or in addition to normal real property taxes or assessment.
(b) OPERATING COSTS: Tenant agrees to pay to the Landlord as Additional
Rent its pro rata share of the maintenance, repairs and operating
costs for the Property ("Operating Costs") incurred by Landlord during
each calendar year. Said payment shall be made to the Landlord in
advance, in monthly installments and
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due and payable on the first day of each month during the term of this
Lease. Said Operating Costs shall include, but not be limited to, the
maintenance, replacement, and repair of HVAC equipment, electrical
fixtures and systems, the replacement of light fixtures and ballasts,
plumbing fixtures and systems, ceiling tile replacement, building
equipment maintenance and repairs, landscaping and grounds
maintenance, maintenance and repairs to walks and parking areas
(including sealcoating, striping, patching and overlay), electricity,
gas, sewer, water, and any other utilities furnished to the Property,
including any taxes thereon (see Paragraph 3(c) below), management
services, roof repairs, exterior painting, pest control, and any other
property maintenance expenses which may be required from time to time
in maintaining the Property in a prudent manner. In the event Landlord
makes an investment for improvements to the Property which has the
effect of reducing operating costs, these expenditures will be
amortized over the asset's useful life as determined by the Landlord
and such amortization shall be included as an additional component of
Operating Costs.
(c) PROPERTY OPERATING EXPENSES: Real Property Taxes, Property Insurance
Premiums, and Operating Costs ("Property Operating Expenses")
associated with the operation of the Property are currently estimated
to be $1.20 PER SQUARE FOOT. The Tenant's pro-rata share of Property
Operating Expenses is equal to $6,000.00, per month. Payment shall be
made by Tenant to Landlord in monthly installments, and said
installments shall be due and payable on the first day of each month
during the term of this Lease. Said monthly payments will be in
addition to Base Rent and reviewed annually by Landlord, and
adjustments required to compensate for any overpayment or underpayment
will be made at that time. Landlord's records relating to Property
Operating Expenses for the preceding calendar year shall be made
available for Tenant's inspection upon the Tenant's written request.
(d) UTILITIES: The Tenant shall pay all charges incurred for any utility
services metered to the Leased Premises and shall cause all utility
services provided to the Leased Premises to be placed in its name with
the respective vendor for direct billing. Such utilities shall include
but are not limited to: water, wastewater, storm water, sewer,
electricity, gas, cable television and telecommunications ("Utility
Services"). Tenant shall pay all such ▇▇▇▇▇▇▇▇ within ten (10) days of
receipt thereof. The Tenant shall not, without the written consent of
Landlord, connect with electric current, except through existing
electrical outlets in the Leased Premises. If Tenant shall require
water, gas, or electric current in excess of that normally supplied
for use of the Leased Premises as general office/warehouse space,
Tenant shall first obtain the written consent of the Landlord, which
Landlord shall not unreasonably refuse to grant. Any additional
expense in monitoring the water, gas, and electric current consumed
will be paid for by the Tenant. Costs of any meters, and the
installation, maintenance, and repair thereof, shall be paid for by
the Tenant.
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(e) MAINTENANCE & REPAIRS BY TENANT. Tenant agrees to be responsible for
all repairs, replacements, and maintenance to the Leased Premises
other than those specifically required to be performed by Landlord
during the term of this Lease. In such cases, Tenant agrees to comply
with all of the applicable government laws, ordinances, regulations,
and any other requirements. Tenant shall promptly pay for the costs of
all work performed and shall indemnify and hold harmless the Landlord
against liens, costs, damages, or expenses incurred in connection
therewith, including attorney's fees, incurred by the Landlord if
Landlord shall be joined in any action or proceeding involving such
work. Under no circumstances shall Tenant commence any such work until
Landlord has been provided with evidence that the contractor is
licensed to do the desired repairs in the state in which the Leased
Premises is situated, that the contractor carries adequate worker's
compensation as required by the laws of the State in which the Leased
Premises is situated, and that the contractor carries public liability
and builder's risk insurance in amounts deemed satisfactory by the
Landlord. Tenant shall not be required to make structural repairs or
alterations which may be required by governmental rules, orders, or
regulations unless resulting from the business operations maintained
by Tenant within the Leased Premises. In addition, Tenant shall not be
responsible for the repair of any damage caused by the gross
negligence of the Landlord, its employees, or agents. Landlord or
Landlord's agents and representatives shall have the right to enter
and inspect the Leased Premises at any time during reasonable business
hours for the purpose of ascertaining the condition of the Leased
Premises or to make such repairs, additions, or alterations as may be
required to be made by the Tenant or the Landlord under the terms of
this Lease. Tenant shall pay the Landlord a reasonable charge for any
cleaning of the Leased Premises required because of the carelessness
or indifference of Tenant, or because of the nature of Tenant's
business, and for any special cleaning done at the request of Tenant.
Any janitorial services to be provided to the Leased Premises shall be
at the Tenant's sole option and expense.
(f) MAINTENANCE & REPAIRS BY LANDLORD: Landlord shall be responsible for
implementing the maintenance and repairs associated with the operation
and management of the Property, including but not limited to those
items listed in Paragraph 3(b) herein. Landlord shall be responsible
for the cost associated with the replacement of the roof (if it
becomes necessary to do so) and the maintenance and repair of the
foundation and the structural soundness of the exterior walls of the
Building. Landlord shall commence to make all repairs required as per
this Lease within a reasonable time period of receipt of said Notice
from Tenant. Landlord's liability hereunder shall be limited to the
cost of such repairs or corrections.
(g) LANDLORD DISCLAIMER: Tenant agrees that Landlord shall not be held
liable for failure to supply to the Leased Premises any plumbing,
heating, air conditioning service or Utility Services as herein
defined unless such failure is due to gross negligence on the
Landlord's part. Landlord reserves the right to
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temporarily discontinue such services due to accidents, repairs,
alterations or improvements, strikes, lockouts, riots, acts of God, or
any event in which Landlord is unable to furnish same.
5. PRORATION. Whenever the term "pro-rata" or any other similar term or phrase
appears in this Lease, it shall refer to the square footage of the Tenant's
Leased Premises (as stated in Paragraph One of this Lease) as a percentage
of the total square footage of the Building of which the Leased Premises is
a part and all other buildings that may be situated upon the Property,
Landlord and Tenant agree that the total rentable area of the building(s)
situated upon the Property is equal to 60,000 square feet, resulting in the
Leased Premises accounting for 100.00% of the total rentable area contained
within the building(s). Said percentage shall be used in calculating
Additional Rent, if any, owed by Tenant per the terms and provisions
contained herein.
6. TENANT DEFAULT / LANDLORD REMEDIES.
(a) The following events shall be deemed to be events of default by Tenant
under this Lease:
(1) Tenant fails to pay any installment of the Rent or other charges
hereby reserved and such failure continues for a period of five
(5) days after receipt of written Notice;
(2) Tenant fails to comply with any term, provision, or covenant of
the Lease other than the payment of Rent or other charges, and
does not cure such failure within ten (10) days after receipt of
written Notice, or as otherwise prescribed in this Lease;
(3) Tenant becomes insolvent, or makes a transfer in fraud of
creditors, or makes an assignment for the benefit of creditors;
(4) Tenant files petition under any section or chapter of the
National Bankruptcy Act, as amended, or under any similar law or
statute of the United States or any state thereof; or Tenant is
adjudged bankrupt or insolvent in proceedings filed against
Tenant thereunder;
(5) A receiver or trustee is appointed for all or substantially all
of the assets of Tenant;
(6) Tenant supplies false or misleading information to the Landlord
or its agents or representatives in the form of personal or
business data;
(7) Tenant fails to vacate any substantial portion of the Leased
Premises as herein agreed;
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(8) Tenant fails to comply with provisions or reporting requirements
of either the Subordination Clause, the Attornment Clause, or the
Estoppel Clause contained within this Lease and such failure to
comply continues for a period of ten (10) days after receipt of
written Notice;
(9) Tenant fails to discharge any lien that is placed against the
Property, said lien being the result of the Tenant's actions,
within five (5) days after such lien is filed against the
Property.
(b) Upon the occurrence of any such events of default, Landlord shall
have, in addition to normal remedies provided by law, the option to
pursue any one or more of the following remedies without having to
provide to the Tenant any notice or demand whatsoever. In addition,
the Landlord shall not be liable for any damages incurred by the
Tenant due to the Landlord's actions whether such damages were caused
by the gross negligence of the Landlord or otherwise:
(1) Terminate this Lease, in which event Tenant shall immediately
surrender the Leased Premises to Landlord. If the Tenant fails to
surrender the leased Premises to the Landlord, then Landlord,
without prejudice to any other remedy which it may have for
possession or arrearage in Rent, may take possession of the
Leased Premises and expel or remove the Tenant or any other
person or entity occupying the Leased Premises or any part
thereof. Tenant agrees to pay the Landlord on demand the amount
of all loss and damage that the Landlord may suffer by reason of
such termination, whether through liability to relet the Leased
Premises on satisfactory terms or otherwise, including damages
the Landlord may incur due to special sums expended for fixing up
the Leased Premises;
(2) Enter the Leased Premises without terminating the Lease and
perform the Tenant's obligations per the terms of this Lease. The
Tenant agrees to reimburse the Landlord on demand for all
expenses incurred by the Landlord in performing the Tenant's
obligations under this Lease, including the amount of Rent due
and payable by the Tenant per the terms of this Lease;
(3) Relet the Leased Premises or any part or parts thereof, either in
the name of the Landlord or as an agent for the Tenant, for a
term or terms which may, at the Landlord's option, be less than
or exceed the period of the remainder of the Lease term hereof or
which otherwise would have constituted the balance of the Lease
term. The Landlord shall receive the rents for such reletting and
shall apply the same as follows: first, to the payment of any
indebtedness other than rent due hereunder from Tenant to
Landlord; second, to the payment of such expenses as Landlord may
have incurred in connection with reentering, ejecting, removing,
dispossessing, reletting, altering, repairing, redecorating,
sub-dividing, or otherwise preparing the Leased Premises for
reletting, including brokerage and
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reasonable attorney's fees; and third, to the fulfillment of the
terms, covenants and conditions of this Lease to be performed by
the Tenant hereunder. The Tenant hereby agrees to waive all
claims to any surplus rents, if any. The Tenant shall be and
hereby agrees to be liable for and to pay to the Landlord any
deficiency arising between the rents, additional rents and other
charges due and payable per this Lease and the net rentals
received by the Landlord due to the reletting the Leased
Premises. The deficiency shall be for each month of the period
which otherwise would have constituted the balance of the Lease
term. The Tenant hereby agrees to pay such deficiency to the
Landlord in monthly installments on the rent day specified in
this Lease. Any suit or proceeding brought to collect the
deficiency for any month, either during the Lease term or after
any termination thereof, shall not prejudice or preclude in any
way the rights of the Landlord to collect the deficiency for any
subsequent month by similar suit or proceeding. The Landlord
shall in no event be liable in any way whatsoever for the failure
to relet the Leased Premises or, in the event of such reletting,
for failure to collect the rents due and payable thereunder. The
Landlord is hereby authorized and empowered to make such repairs,
alterations, declarations, subdivisions, or other preparations
for the reletting of the Leased Premises as the Landlord shall
deem necessary without in any way releasing the Tenant from any
liability under this Lease. No such re-entry or taking possession
of the Leased Premises by the Landlord shall be construed as an
election on the Landlord's part to terminate this Lease and the
Tenant hereby specifically waives any law, statue, rule, decree
or judgment of any court to the contrary.
(c) Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies herein provided or any other remedies
provided by law, nor shall pursuit of any remedy herein provided
constitute a forfeiture or waiver of any Rent due to Landlord
hereunder or of any damages accruing to Landlord by reason of the
violation of any of the terms, provisions, and covenants herein
contained. No waiver by the Landlord of any violation or breach of any
terms, provisions or covenants herein contained shall be deemed or
construed to constitute a waiver of any other violation or breach.
Upon an event of default by the Tenant, forbearance by the Landlord to
enforce one or more of the remedies herein provided shall not be
deemed or construed to constitute a waiver of such default.
(d) The Tenant acknowledges and agrees that should it become necessary for
the Landlord to serve a notice for the demand for the payment of Rent
or a notice for possession of the Leased Premises ("Notice") in
accordance with applicable state statutes, the Notice shall not
terminate the Tenant's obligations to pay future Rents and this Lease,
at the sole option of the Landlord, may continue in full force and
effect;
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(e) The laws of the state in which the Property is located shall govern
this Lease and any interpretations or constructions thereof. Further,
the place of performance and transaction of business shall be deemed
to be in the county of ▇▇▇▇▇, state of IOWA, and in the event of any
litigation, the exclusive venue and place of jurisdiction shall be as
heretofore prescribed.
7. LANDLORD'S LIEN AND UNIFORM COMMERCIAL CODE. As security for payment of
Rent, damages, and all other payments to be made by Tenant as required
herein, Tenant hereby grants to Landlord a lien upon all goods, wares,
equipment, fixtures, and furniture of Tenant now or subsequently located
upon the Leased Premises or Property. If Tenant abandons or vacates any
portion of the Property, or is in default of the payment of any Rent,
damage, or other payments as required herein, Landlord may enter upon the
Leased Premises, by force if necessary, and take possession of all or part
of the aforesaid items. Landlord may sell all or part of the aforesaid
items at a public or private sale, in one or successive sales, with or
without Notice, to the highest bidder for cash. In addition, Landlord may,
on behalf of Tenant, sell and convey all or part of aforesaid items to the
bidder, and deliver to the bidder all of the Tenant's title and interest in
said items. The proceeds of the sale shall be applied by the Landlord
toward the cost of the sale and then toward the payment of all sums then
due by Tenant to Landlord under the terms of this Lease. The statutory lien
for Rent is not hereby waived, the express contractual lien herein granted
being in addition and supplementary thereto, to the extent, if any, this
Lease grants Landlord or recognizes in Landlord any lien or lien rights
greater than provided by the laws of the state in which the Property is
located. At Landlord's option, this Lease may be intended as a security
agreement within the meaning of the Uniform Commercial Code. Landlord, in
addition to the rights prescribed in this Lease, shall have all the rights,
titles, liens, and interests in and to Tenant's property now or hereafter
located upon the Leased Premises which are granted a secured party, as that
term is defined under the Uniform Commercial Code, to secure the payment to
Landlord of the various amounts provided for in this Lease and in
compliance with same.
8. COSTS AND ATTORNEY'S FEES. If it becomes necessary for either the Landlord
or Tenant to employ an attorney due to the default or breach of a provision
of this Lease, to gain possession of the Leased Premises, or to further
protect its interest as granted per the terms and provisions herein
contained, the non-prevailing party shall pay, in addition to its own costs
and expenses, a reasonable attorney's fee and all costs and expenses
expended or incurred by the prevailing party in connection with such
default or action.
9. ALTERATIONS TO THE LEASED PREMISES, BUILDING, PROPERTY AND COMMON AREAS.
(a) To Leased Premises. Tenant shall not make any alterations, additions,
or improvements to the Leased Premises without the prior written
consent of Landlord, which shall not be unreasonably withheld or
delayed. Tenant may, at its own cost and expense, make such minor
alterations such as shelves, bins, and trade fixtures as it may deem
advisable, without altering the basic character of the Property or
Leased Premises, provided it is accomplished in a good, workmanlike
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manner. In such cases, Tenant agrees to comply with all of the
applicable governmental laws, ordinances, regulations, and any other
requirements including, but not limited to, the application for
building permits, request for inspections, etc. Tenant shall promptly
pay for the costs of all work performed and shall indemnify and hold
harmless the Landlord against liens, costs, damages, or expenses
incurred in connection therewith, including attorney's fees, incurred
by the Landlord if Landlord shall be joined in any action or
proceeding involving such work. Under no circumstances shall Tenant
commence any such work until Landlord has been provided with evidence
that the contractor is licensed to do the desired repairs in the state
in which the Leased Premises is situated, that the contractor carries
adequate worker's compensation as required by the laws of the state in
which the Leased Premises is situated, that the contractor is
adequately bonded and that the contractor carries public liability and
builder's risk insurance in amounts deemed satisfactory by the
Landlord.
Upon Lease termination, Tenant shall remove all alterations,
additions, improvements, shelves, bins, equipment, and trade fixtures
and partitions erected by Tenant and restore the Leased Premises to
its original condition, wear and tear excepted, if so desired by
Landlord; otherwise, such improvements shall become a part of the
Leased Premises and shall be delivered to the Landlord along with the
Leased Premises upon Lease termination. Any such removals and
restorations shall be accomplished in a workmanlike manner so as not
to damage the primary structure or structural qualities of the Leased
Premises, the Property, the Common Areas or any other improvements
situated on the Property.
(b) To Building, Common Areas and Property. Landlord reserves the right to
change from time to time the dimensions and location of the Common
Areas, as well as the dimensions, identity, and type of any building
situated on the Property, including constructing a new building(s) on
and/or removing an existing building(s) from the Property. Landlord
shall also be permitted to make changes to the Building, unless doing
so would reasonably interfere with the Tenant's use of the Leased
Premises, in which case the Landlord must first reach agreement with
the Tenant about those changes that are to be made to the Building
prior to commencing work on any such changes to the Building. Landlord
also reserves the right to dedicate portions of the Common Areas for
streets, parks, utilities, and other public purposes as well as to
utilize portions thereof for other such uses as the Landlord may from
time to time deem profitable or desirable, provided that in doing so
does not unreasonably interfere with the Tenant's use thereof. The
Common Areas shall be subject to rules and regulations as Landlord
deems reasonable and appropriate. Landlord reserves the right to
designate specific areas in which vehicles owned by the Tenant, its
employees, sublessee(s), concessionaires, and licensees shall be
parked. Upon Landlord's request, the Tenant agrees to furnish to
Landlord a complete list of the license numbers of all vehicles
operated by the Tenant. The Landlord reserves the right to temporarily
close any part of the Common Areas for such periods of time as may be
necessary to prevent the public from obtaining prescriptive rights
thereto or to make repairs
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or alterations. The Tenant shall not take any action that would
interfere with the rights of the Landlord or of any other tenants of
the Property, including their respective employees, agents,
contractors, vendors or invitees.
10. SIGNS, WINDOW COVERINGS. No sign, placard, picture, advertisement, name,
notice, lettering, door sign, window covering, awning, or other projection
("Signage") visible from the exterior of the Leased Premises shall be
exhibited, inscribed, painted, or otherwise displayed by the Tenant on any
part of the inside or outside of the Leased Premises, including all windows
and doors which comprise a portion of the Leased Premises, or on any
building(s) situated upon the Property without first obtaining the consent
of the Landlord. If the Landlord shall have given said consent, whether
before or after the execution of this Lease, said consent shall in no way
operate as a waiver or release of any of the provisions of this Lease and
shall be deemed to relate only to that particular Signage consented to by
the Landlord and shall not be construed as dispensing with the necessity of
obtaining the specified written consent of the Landlord with respect to any
other such Signage. Tenant shall remove all Signage at the termination of
this Lease. Signage installation and removal shall be made in such a manner
as to avoid injury, defacement, or overloading the Building and any other
improvements thereto. Drawings for all Tenant identification Signage shall
be approved by Landlord before the manufacture and installation thereof.
The cost and installation of all Signage shall be at the sole expense of
the Tenant.
11. MECHANIC'S LIENS. Tenant agrees that it will not permit any mechanic's
liens to attach to the Property.
12. CHARACTER OF OCCUPANCY. The Leased Premises shall be used exclusively for
MANUFACTURING, WAREHOUSE AND OFFICE USE. Tenant shall at its own cost and
expense obtain any and all licenses and permits necessary for such use.
Tenant shall comply with all governmental laws, ordinances, and regulations
applicable to the use of the Leased Premises. The Tenant, at its own cost
and expense, shall comply with all laws, rules, and regulations applicable
to the peculiar nature of the Tenant's use of the Leased Premises. The
Tenant's obligation to comply with laws, rules, and regulations applicable
to the peculiar nature of the Leased Premises shall include the obligation
to locate furniture and fixtures in accordance with the Americans With
Disabilities Act (A.D.A.) and the rules and regulations adopted thereunder.
The Tenant shall promptly comply with all Landlord or governmental orders
and directives for the correction, prevention, and abatement of nuisances
in or upon, or connected with the Leased Premises, all at Tenant's sole
expense. Tenant agrees to pay, on demand, costs for any damage or repairs
to the Leased Premises or Property caused by the misuse of same by the
Tenant, its agents, or employees. Tenant shall not permit the Leased
Premises to be used in any way which would, in the opinion of the Landlord,
be extra hazardous or which would in any way increase the insurance
premiums upon the Property or cause the cancellation of any insurance
policy covering the Leased Premises or the Property, nor shall Tenant sell
or permit to be kept, used, or sold in or about the Leased Premises any
articles which may be prohibited by a standard form policy of fire or other
hazard insurance. If Tenant's use of the Leased Premises results in any
increase in premiums for
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insurance, Tenant will promptly reimburse Landlord for the cost of such
increase. Tenant's acts which might result in insurance premium increases
include, without limiting the generality of the foregoing, such things as
storing or using flammable substances, stocking materials too close to the
ceiling or sprinklers, failure to maintain adequate aisles, or failure to
impose or enforce smoking rules. Any conduct of Tenant which causes an
increase in fire or other hazard insurance premiums, or which is in
violation of recommendations by Landlord's insurance carrier, or failure by
Tenant to promptly take any corrective action recommended by Landlord's
insurance carrier shall be a material default under this Lease and Landlord
shall be entitled to all of the remedies in Paragraph Six of this Lease.
Tenant shall not use the Leased Premises or permit anything to be done in
or about the Leased Premises which will in any way conflict with any law,
statute, zoning restriction, ordinance or governmental rule or regulation
or requirement of duly constituted public authorities now in force or which
may hereafter be enacted or promulgated. Tenant shall, at its sole cost and
expense, promptly comply with all applicable laws, statutes, ordinances,
and governmental rules, regulations, or requirements now in force or which
may hereafter be in force, and with the requirements of any board of fire
underwriters or other similar body now or hereafter constituted relating to
or affecting the condition, use or occupancy of the Leased Premises. The
judgment of any court of competent jurisdiction or the admission of Tenant
in any action against Tenant, whether Landlord be a party thereto or not,
that Tenant has violated any law, statute, ordinance or governmental rule,
regulation or requirement, shall be conclusive of that fact as between
Landlord and Tenant.
This Paragraph applies particularly and specifically, without limiting the
generality thereof, to any act that is in violation of that body of law
generally referred to as The Hazardous Substances Law. At the time this
Lease is made, such body of law includes, but is not limited to, the Atomic
Energy Act, the Clean Air Act, the Comprehensive Environmental Response
Compensation and Liability Act of 1980 (known as "Superfund"), the Clean
Water Act, the Federal Insecticide, Fungicide and Rodenticide Act, the
Occupational Safety and Health Act, the Resource Conservation and Recovery
Act of 1976 (Amended), the Solid Waste Disposal Act, the Toxic Substances
Control Act, and the Used Oil Recycling Act. Tenant will indemnify Landlord
against all cost, expense, or loss, including attorney's fees, which
Landlord may sustain as a result of Tenant's violation of its obligations
under this Paragraph. Any violation by Tenant of its duties contained
herein shall be a material default under this Lease that will entitle
Landlord to all of its remedies under this Lease. All obligations of Tenant
shall survive termination of this Lease.
13. POSSESSION.
(a) If Landlord cannot deliver possession of the Leased Premises to the
Tenant upon the commencement of the term hereof, this Lease shall not
be void or voidable, nor shall Landlord be liable to Tenant for any
loss or damage resulting therefrom. The term of the Lease shall be
amended to commence on the date when Landlord
11
can deliver possession of the Leased Premises to the Tenant and the
expiration date shall be extended accordingly. If permission is given
to Tenant to occupy the Lease Premises prior to the commencement date
of the Lease, such occupancy shall be subject to all provisions of
this Lease and the Rent shall be prorated to the date of the Tenant's
occupancy of the Leased Premises. If the term hereof commences on the
date later than said commencement date pursuant to the provisions set
forth above, Landlord and Tenant agree to execute and acknowledge a
written statement setting forth the actual commencement date and
termination date of this Lease. This Lease shall be in full force and
effect even though either Landlord or Tenant may fail or refuse to
execute such Statement.
(b) The taking of possession of the Leased Premises by the Tenant shall be
conclusive evidence that said Leased Premises was in good and
satisfactory condition when possession of same was taken.
14. LEASE ASSIGNMENT OR SUBLETTING.
(a) Landlord's Consent Required. Tenant shall not have the right to
assign, sell, encumber, pledge, sublease, or otherwise transfer all or
any part of Tenant's leasehold estate herein (any of the preceding
constituting a "Transfer"), or permit the Leased Premises to be
occupied by anyone other than the Tenant or its employees, or to
sublet the Leased Premises or any portion thereof without first
obtaining prior written consent of Landlord. Consent by Landlord to
one or more Transfers shall not be deemed to be a consent to any
subsequent Transfer. The Tenant shall not change the ownership of the
business in order to avoid this provision, and will, at the request of
the Landlord, provide whatever documentation is necessary to establish
that the Tenant is in compliance with this provision.
(b) Tenant's Request For Landlord Consent. If Tenant desires at any time
during the term of this Lease to Transfer its interest, or any portion
thereof, it shall first notify Landlord of its desire to do so and
shall submit to the Landlord in writing the name and address of the
proposed assignee, the nature of the proposed assignee's work or
business to be conducted at the Leased Premises, the proposed
sublease, assignment, and other Transfer documentation, all in
reasonable detail as Landlord may request, along with a non-refundable
processing fee equal to the greater of one thousand five hundred
dollars ($1,500.00) or one-half (1/2) of the then monthly Base Rent.
In addition, Tenant agrees to reimburse Landlord for all legal fees
and other expenses associated with any proposed Transfer.
(c) Landlord's Rights. At any time within thirty (30) days after Landlord
is in receipt of the above-referenced items, Landlord may by written
notice to Tenant elect to consent to the Transfer of the Lease upon
the terms and to the assignee as proposed, refuse to give its consent
to the proposed Transfer, terminate this Lease and enter directly into
a new lease with the proposed assignee, or terminate this Lease
effective as of the date such proposed Transfer would have become
12
effective. If the Landlord allows Tenant to Transfer its Lease or to
sublet the Leased Premises, then in the event of default as herein
defined, Landlord may collect all Rent and other sums due hereunder
directly from such assignee or subtenant and apply said Rent against
any sums due the Landlord by the Tenant hereunder. Tenant or any other
assignor or sublessor may not collect Rent in excess of the existing
Lease rates and any such sums received by the Tenant or other assignor
or sublessor must be immediately paid to the Landlord. The Landlord
shall also have the right to assign any of its rights under this
Lease.
(d) No Release of Liability. No Transfer, even with the consent of
Landlord, shall relieve Tenant of its obligations to pay Rent and to
perform all other obligations to be performed by Tenant under this
Lease. The acceptance by Landlord of any payment due hereunder from
any other person shall not be deemed to be a waiver by Landlord of any
provision of this Lease or to be a consent to any Transfer.
15. INSURANCE, LIABILITY, INDEMNITY AND WAIVER OF SUBROGATION.
(a) Insurance and Liability. Tenant shall throughout the Lease Term, at
its sole cost and expense, provide and keep in force with responsible
insurance companies satisfactory to Landlord and to any mortgagee
under a mortgage constituting a lien upon the Property, public
liability and property damage insurance. The liability limits of all
said insurance shall be a minimum of $2,000,000 Bodily Injury,
$1,000,000 Property Damage, or a combined single limit of $2,000,000
protecting Landlord and any such mortgagee, as well as Tenant, against
liability to any employees or servants of Tenant or to any other
person whomsoever arising out of or in connection with Tenant's use of
the Leased Premises or Property or the condition of the Leased
Premises. Tenant shall furnish Landlord a Certificate of Insurance
prior to the commencement of this Lease naming Landlord as an
additional insured. Tenant shall also furnish Landlord's Management
Agent a Certificate of Insurance prior to the commencement of this
Lease naming Landlord's Management Agent as an additional insured.
Landlord, at its sole option, may procure and maintain at times during
the term of this Lease a policy or policies of insurance covering loss
or damage to the Property (exclusive of Tenant's trade fixtures,
equipment, and personal property), providing protection against those
perils as Landlord deems appropriate.
(b) Indemnity.
(1) Tenant hereby agrees to defend, pay, indemnify, and save free and
harmless Landlord, from and against any and all claims, demands,
fines, suits, actions, proceedings, orders, decrees, and
judgments of any kind or nature by or in favor of anyone
whomsoever and from and against any and all costs and expenses,
including reasonable attorney's fees, resulting from or in
connection with loss of life, bodily or personal injury or
property damage arising, directly or indirectly, out of or from
or on account of any occurrence in, upon at or from the Leased
Premises or occasioned wholly or
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in part through the use and occupancy of the Leased Premises or
any improvements therein or appurtenances thereto, or by any act
or omission or negligence of Tenant, or any subtenant,
concessionaire, or licensee of Tenant or their respective
employees, agents, or contractors in, upon, at or from the Leased
Premises, or its appurtenances.
(2) Tenant and all those claiming by, through or under Tenant shall
store their property in and shall occupy and use the Leased
Premises and any improvements therein and appurtenances thereto,
solely at their own risk and hereby release Landlord to the full
extent permitted by law, from all claims of every kind, including
loss of life, personal, or bodily injury, damage to merchandise,
equipment, fixtures, or other property, or damage to business or
for business interruption, arising, directly or indirectly, out
of or from or on account of such occupancy and use or resulting
from any present or future condition, state of repair thereof.
(3) Landlord shall not be responsible or liable for damages at any
time to Tenant, or those claiming by, through or under Tenant,
for any loss of life, bodily, or personal injury, or damage to
property or business, or for business interruption that may be
occasioned by or through the acts, omissions or negligence of any
other person.
(4) Landlord shall not be responsible or liable for damages at any
time for defects, latent or otherwise, in any building(s), in any
improvements within the Leased Premises or in any of the
equipment, machinery, utilities, appliances or apparatus therein.
Landlord shall not be responsible or liable for damages at any
time, for loss of life, or injury or damage to any person or any
property or business of Tenant, or those claiming by, through or
under Tenant, caused by or resulting from the bursting, breaking,
leaking, running, seeping, overflowing or backing up of water,
steam, gas, sewage, snow or ice in any part of the Leased
Premises or Property or which is caused by, or resulting from,
acts of nature or the elements, or resulting from any defect or
negligence in the occupancy, construction, operation or use of
the Leased Premises or any of the equipment, fixtures, machinery,
appliances, or apparatus therein.
(c) Waiver of Subrogation. In the event that any portion of the Property
or any portion of the Leased Premises is damaged or destroyed by fire,
explosion or other casualty, and to the extent that any such loss is
covered by insurance in force and recovery is made for such loss,
whether or not such damage or destruction is caused, or claimed to be
caused, by the negligence or misconduct of Landlord or Tenant, or any
of their respective officers, employees, agents, contractors or
invitees, Landlord and Tenant hereby mutually release each other from
liability and waive all right of recovery against each other for any
loss from perils insured against under their respective fire insurance
policies (including extended coverage). Both Landlord and Tenant shall
cause its insurance company
14
to waive all right of recovery by way of subrogation against the other
party in connection with any such damage. In addition, during or after
Tenant's occupancy of the Leased Premises, Landlord and Tenant shall
indemnify and hold each other harmless from any claim made by way of
subrogation by either the Landlord's or Tenant's fire and extended
coverage insurance carrier(s).
16. DAMAGE OR DESTRUCTION.
(a) In the event improvements to the Leased Premises or the Property are
damaged by any casualty which is insured, then Landlord may either
repair such damage as soon as is reasonably possible at Landlord's
expense, in which event this Lease shall continue in full force and
effect, or give written Notice to the Tenant within thirty (30) days
after the date of such occurrence of the Landlord's intention to
cancel and terminate this Lease. If the Leased Premises is totally
destroyed during the term of this Lease from any cause whether or not
covered by the insurance required herein, including any destruction
required by any authorized public authority, this Lease may
automatically terminate, at the option of the Landlord, as of the date
of such total destruction.
(b) If the Leased Premises is partially destroyed or damaged and Landlord
makes repairs pursuant to this Lease, the Rent payable hereunder for
the period during which such damage and repair continues shall be
abated in proportion to the extent which Tenant's use of the Leased
Premises is impaired. Except for abatement of Rent, if any, Tenant
shall have no claim against Landlord for any damage suffered by reason
of such damage, destruction, repair, or restoration.
17. EMINENT DOMAIN. If the Property shall be taken by right of eminent domain,
in whole or substantially in part, for public purposes, then this Lease, at
the option of the Landlord, shall forthwith cease and terminate, and the
current Rent shall be properly apportioned to the date of such taking. In
such event, Landlord shall receive the entire award for the lands and
improvements so taken, and Tenant shall make no claim against Landlord for
compensation in connection with said taking.
18. SUBORDINATION. This Lease, and all of the rights of Tenant hereunder, are
and shall be subject and subordinate to any sale and/or lien of any
mortgage now or hereafter placed on the Property or any part thereof, and
to any and all renewals, modifications, consolidations, replacements,
extensions, or substitutions of said sale and/or mortgage. Tenant agrees to
execute any documents required to effectuate such subordination or to make
this Lease subordinate to the lien of any mortgage, deed of trust, or
ground lease, as the case may be.
19. ATTORNMENT. If a successor landlord under the sale or the holder of the
mortgage shall succeed to the rights of the Landlord under this Lease,
whether through possession or foreclosure action or delivery of a new lease
or deed, then Tenant, upon the request of such successor landlord, shall
attorn to and recognize such successor landlord as Tenant's Landlord under
this Lease, and shall promptly execute and deliver any instrument that
15
such successor landlord may request to further evidence such attornment.
Tenant hereby irrevocably appoints Landlord or the successor landlord as
attorney-in-fact of Tenant to execute and deliver such instrument on behalf
of Tenant, should Tenant refuse or fail to do so promptly after request.
Upon such attornment, this Lease shall continue in full force and effect as
if it were a direct lease between the successor landlord and Tenant, upon
all of the terms, conditions, and covenants as set forth herein.
20. ESTOPPEL CERTIFICATES. The Tenant shall be obligated to duly execute and
deliver to the Landlord within seven (7) days after receipt of written
notice an Estoppel Certificate that certifies the following information:
(a) that the attached Lease, together with all amendments, modifications,
extensions and renewals thereof, comprise a complete copy of the
entire Lease Agreement, and that the Lease is presently in full force
and effect and has not been otherwise modified or amended, that there
are no oral agreements existing as to the terms of the Lease or the
use or occupancy of the Leased Premises, that the Lease contains all
of the understandings and agreements between the Tenant and Landlord
and their predecessors, if any;
(b) the Lease is correctly identified by the date as stated therein;
(c) the commencement date and the expiration date of the Lease
(d) the Tenant does or does not have the right to renew the Lease
(e) the Tenant does or does not have the right to terminate the Lease;
(f) the amount of the monthly Base Rent (not including any percentage rent
or expense pass through) presently payable under the Lease and the
date through which such Base Rent has been paid;
(g) the amount of the security deposit the Tenant deposited with the
Landlord, if any;
(h) that the Landlord is not in default of any terms or conditions of the
Lease, the Landlord has observed and performed all of its obligations
and has fulfilled all of its warranties and representations, if any,
with respect to the Lease and that the Tenant is not asserting any
offsets, counterclaims or defenses against the Landlord;
(i) that the Tenant is not in default of any terms or conditions of the
Lease;
(j) that the Tenant is in possession of Leased Premises and that the
Leased Premises is in conformity with that stated in the Lease;
(k) the Tenant does or does not have an option or a first right of refusal
(FRR) to purchase the Property in which the Leased Premises is
situated.
16
(1) the guarantor of the Lease, if any.
(m) the square footage of the Leased Premises, the total square footage of
the Property and the Tenant's pro-rata share of the Property;
(n) that the statements contained therein are made for the purpose of
verifying the current status of the Tenant's Leasehold interest in
Leased Premises and may be relied upon by the Landlord and any
successor(s) and/or assignee(s).
At the Landlord's option, the Tenant's failure to deliver such written
instrument within the allotted time period shall constitute a material
breach of this Lease or shall be conclusive upon the Tenant that: 1)
this Lease is in full force and effect, without modification except as
may be represented by Landlord; 2) there are no uncured defaults
pertaining to Landlord's performance of this Lease; and 3) that the
Tenant has not paid in advance more than one (1) month's Base Rent.
21. HOLDING OVER. Should Tenant, or any of its successors-in-interest, hold
over the Leased Premises, or any part thereof, after the expiration of the
term of this Lease, unless otherwise agreed to in writing by Landlord, such
holding over shall constitute and be construed as tenancy from
month-to-month only, at a Base Rent equal to 150% of the monthly Base Rent
paid during the last month of the Term prior to the holdover.
22. QUIET ENJOYMENT. Landlord warrants that it has full right to execute and to
perform this Lease and to grant the estate leases, and, that Tenant, upon
payment of the required Rent and performing the terms, conditions,
covenants, and agreements contained in this Lease, shall peaceably and
quietly have, hold, and enjoy the Leased Premises during the full term of
this Lease as well as any extension or renewal thereof. However, Tenant
accepts this Lease subject and subordinate to any underlying lease,
mortgage, deed of trust, or other lien presently existing upon the
Property. Landlord hereby is irrevocably vested with full power and
authority to subordinate Tenant's interest under this Lease to any
underlying lease, mortgage, deed of trust, or other lien hereafter placed
on the Property, and Tenant agrees upon demand to execute additional
instruments subordinating this Lease as Landlord may require. If the
Landlord's interest under this Lease shall be transferred by reason of
foreclosure or other proceedings for enforcement of any lien, deed of
trust, or mortgage on the Property, Tenant shall be bound to the transferee
(sometimes called "Purchaser") under the terms, covenants, and conditions
of this Lease for the balance of the term remaining, and any extensions or
renewals thereof, with the same force and effect as if the Purchaser were
the Landlord under this Lease. Tenant agrees to attorn to the Purchaser, as
its Landlord, the attornment to be effective and self-operative without the
execution of any further instruments upon the Purchase succeeding to the
interest of the Landlord under this Lease. The respective rights and
obligations of Tenant and the Purchaser upon the attornment, to the extent
of the then remaining balance of the term of this Lease, and any extensions
and renewals thereof, shall be the same as those herein contained.
17
23. SEVERABILITY CLAUSE. If any clause or provision of this Lease is illegal,
invalid, or unenforceable under present or future laws effective during the
term of this Lease, it is the intention of Landlord and Tenant that the
remainder of this Lease shall not be affected thereby. The caption of each
paragraph hereof is added as matter of convenience only and shall be
considered to be of no effect in the construction of any provision or
provisions of this Lease.
24. SURRENDER OF POSSESSION. The Tenant agrees to deliver, upon the surrender
to the Landlord, possession of the Leased Premises, along with all keys
thereto, at the expiration or termination of this Lease, by lapse of time
or otherwise, in as good repair as when the Tenant obtained the same at the
commencement of said term, normal wear and tear excepted, and except damage
by the elements (occurring without the fault of the Tenant or other persons
permitted by the Tenant to occupy or enter the Leased Premises or any part
thereof), or by act of God, or by insurrection, riot, invasion, or of
military or usurped power.
25. REMOVAL OF TENANT'S PROPERTY. If the Tenant shall fail to remove all
effects from said Leased Premises or Property upon the abandonment thereof,
or upon the termination of this Lease for any cause whatsoever, the
Landlord, at its option, may remove the same in any manner that it shall
choose, and store the said effects without liability to the Tenant for loss
thereof. Tenant agrees to pay Landlord on demand for any and all expenses
incurred in such removal, including court costs, attorney's fees, and
storage charges on such effects. If Landlord is forced to sell any of the
same at public or private sale to collect any amounts due under this Lease
from Tenant, or simply to dispose of Tenant's effects, the Landlord agrees
to render any surplus to Tenant after deducting all costs and expenses
associated with such sale.
26. CONSENT NOT UNREASONABLY WITHHELD. Unless otherwise provided, whenever
consent or approval of Landlord or Tenant is required under the terms of
this Lease, such consent shall not be unreasonably withheld or delayed.
Tenant's sole remedy, if Landlord unreasonably withholds or delays consent
or approval, shall be an action for specific performance and the Landlord
shall not be liable for damages.
27. TENANT FINANCIAL STATEMENTS. Tenant shall furnish to Landlord, upon
Landlord's request but not more than once per any given calendar year
(except in the event of a sale of the Property, in which case upon the
Landlord's request, the Tenant shall furnish to Landlord copies of the
Tenant's most current Financial Statements), copies of various financial
reports, including but not limited to, a Statement of Income and Expense, a
Statement of Financial Position, a Statement of Cash Flows, a Statement of
Change in Financial Position, a copy of the Tenant's Federal Income Tax
Return and a report enumerating any important information not contained in
any of the financial statements ("Tenant Financial Statements").
28. ENTIRE AGREEMENT. Tenant acknowledges and agrees it has not relied upon any
agreements, conditions, representations, statements, or warranties except
those expressed and contained herein. Tenant acknowledges and agrees that
no amendment or
18
modification of this Lease shall be valid or binding unless expressed in
writing and executed by the Landlord and Tenant in the same manner as the
execution of this Lease.
29. IMPLIED ACCEPTANCE/SURRENDER.
(a) No act or thing done by Landlord or Landlord's agents during the Term
hereof or any extension thereof, shall be deemed an acceptance or a
surrender of the Leased Premises, and no agreement to accept such
surrender shall be valid unless in writing and signed by Landlord or
its designated representative.
(b) The delivery of keys to any employee of the Landlord, or of Landlord's
agents, shall not operate as a termination of this Lease or a
surrender of the Leased Premises. No partial payment of Rent by Tenant
shall be deemed to be other than a payment on account, nor shall any
endorsement or statement on any check or any letter accompanying any
check or payment as Rent be deemed an accord and satisfaction.
Landlord may accept any such payment of Rent without prejudice to
Landlord's right to recover the balance of any Rent due or pursue any
other remedy available to Landlord.
30. FORCE MAJEURE. In the event Landlord or Tenant shall be delayed, hindered,
or prevented from the performance of any act required herein by reason of
strikes, lockouts, labor troubles, inability to procure materials, failure
of power, restrictive governmental laws or regulations, riots,
insurrection, war, or any other reason of a like nature ("Event") that is
not the fault of the Party delayed in performing the work or doing the acts
required under the terms of this Lease, then said performance of any such
act shall be excused for the period of time the Event takes place. The
period for the performance of any such act shall be extended for a period
of time equivalent to the time period of the Event. The provisions of this
section shall not operate to excuse Tenant from prompt payment of the Base
Rent and any other Rent required by the terms of this Lease.
31. SUCCESSORS. The terms, provisions, covenants, and conditions contained in
this Lease shall apply to, inure to the benefit of, and be binding upon the
parties, hereto and upon their respective successors in interest and legal
representatives except as otherwise herein expressly provided.
32. GENDER. Words of any gender used in this Lease shall be held and construed
to include any other gender, and words in the singular number shall be held
to include the plural, unless the context otherwise requires.
33. CORPORATE AUTHORITY. If Tenant is a corporation, Tenant warrants that it
has legal authority to operate and is authorized to do business in the
state in which the Property is situated. Tenant also warrants that the
person or persons executing this Lease on behalf of Tenant has authority to
do so and to fully obligate Tenant to all terms and provisions of this
Lease. Tenant shall, upon request from Landlord, furnish Landlord with a
certified copy of resolutions of the Board of Directors authorizing this
Lease and
19
granting authority to execute it to the person or persons who have executed
it on Tenant's behalf.
34. NOTICES.
(a) Each provision of this Lease or of any applicable governmental laws,
ordinances, regulation, or other requirements with reference to the
sending, mailing, or delivery of any payment of Rent by Tenant to
Landlord or vice-versa, shall be deemed to be complied with if and
when the following steps are taken:
(1) All Rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord's Management
Agent at the address hereinbelow set forth or at such other
address as Landlord may specify from time to time by written
notice delivered in accordance herewith.
(2) All payments required to be made by Landlord to Tenant hereunder
shall be payable to Tenant at the address hereinbelow set forth,
or at such other address within the United States as Tenant may
specify from time to time by written notice delivered in
accordance herewith.
(b) All Notices required or permitted under this Lease shall be in writing
and shall be deemed to be properly served if sent by personal
delivery, special delivery, overnight delivery, certified mail, or by
facsimile transmission. Notices to the Tenant may be sent to either of
the addresses delineated herein. Notices to the Landlord shall be to
the address as specified below. The effective date of any Notice shall
be the date on the shipping invoice for all personal deliveries,
special deliveries, or overnight deliveries, the date of the postmark
stamped on the envelope by the U.S. Postal Service, or the date a
facsimile transmission is sent. The parties hereto shall not refuse to
accept delivery of said Notices.
As of the effective date of this Lease, the Landlord's address, the
Landlord's Leasing Agent's address, the Landlord's Management Agent's
address, and the Tenant's address are as follows:
LANDLORD'S MAILING ADDRESS: LANDLORD'S PHYSICAL ADDRESS:
▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇, ▇▇
▇▇▇▇▇
LANDLORD'S LEASING AGENT:
▇▇▇▇ & ▇▇▇▇ Commercial Company
c/o ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, SIOR
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
20
TENANT'S MAILING ADDRESS: TENANT'S PHYSICAL ADDRESS:
Greystone Manufacturing Greystone Manufacturing
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(c) If and when included within the term "Landlord" as used in this
instrument, there is more than one person, firm, or corporation, all
shall jointly arrange among themselves for their joint execution of
such a Notice specifying some individual at some specific address for
the receipt of Notices and payments of Rent to Landlord; if and when,
included within the term "Tenant" as used in this instrument, there is
more than one person, firm or corporation, all shall jointly arrange
among themselves for their joint execution of such a Notice specifying
some individual at some specific address within the continental United
States for receipt of Notices and payments to Tenant. All Parties
included within the terms "Landlord" and "Tenant", respectively, shall
be bound by Notices given in accordance with the provisions of this
paragraph to the same effect as if each had received such Notice.
35. AMENDMENT, ADDENDUM, MODIFICATION. Any Amendments, Addenda, Exhibits,
Modifications, and/or other Supplements, which are attached hereto and made
a part hereof shall be binding upon the Parties hereto. If any provision of
said Addenda shall conflict in any manner with other provisions of this
Lease, the provisions contained in the Addenda shall prevail. Landlord and
Tenant hereby acknowledge and agree that Exhibits A, B, C AND D are
attached hereto and made part of this Lease.
36. DRAFTING. This Lease shall not be construed as being prepared by one party
to the exclusion of the other party.
37. PROPERTY RULES AND REGULATIONS. The Tenant hereby agrees to abide by the
following rules and regulations:
(a) no animal or motorcycle shall be allowed within the Leased Premises or
on the Property at any time;
(b) activities such as canvassing, soliciting and peddling by non-tenants
of the Property shall not be allowed to occur on the Property at any
time;
(c) no radio or television antenna, loudspeaker, or other device shall be
allowed to be installed on the roof or any of the exterior walls of
the Property in which the Leased Premises is a part without the prior
written consent of the Landlord; no television, radio, recorder, or
electrical device shall be played in such a manner as to cause a
nuisance;
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(d) smoking shall not be allowed in the Leased Premises that in any way
shall cause irritation or discomfort to any other Tenants of the
Building; the Landlord reserves the right to declare and designate the
Leased Premises as a "non-smoking area" if any complaint is not
addressed and remedied within three (3) days after Notice is given to
the Tenant.;
(e) the Landlord shall be allowed to place a "For Rent" sign upon the
Property throughout the one hundred eighty (180) day period of time
prior to the termination of the Lease; in addition, the Landlord shall
be allowed, upon reasonable notice, to show the Leased Premises to a
prospective third party tenant;
(f) the Landlord, at any reasonable hour of the day, shall be allowed to
enter into, upon, or go through and view and inspect the Leased
Premises;
(g) the Tenant shall keep all windows and doors in the Leased Premises
clean and free from unauthorized signage;
(h) the Tenant shall not utilize any illegal or unethical method of
business operation;
(i) the Tenant shall not use or permit to be used any apparatus for sound
reproduction or the transmission of any musical instrument in such a
manner that the sounds so produced, reproduced or otherwise
transmitted shall be unreasonably audible beyond the interior of the
Leased Premises;
(j) the Tenant shall not cause or permit any objectionable odors to be
emanated or unreasonably dispelled from the Leased Premises;
(k) the Tenant shall not load, unload or permit the loading or unloading
of furniture, equipment, supplies, inventories, or any other property
outside the areas so designated; in addition, the Tenant shall comply
with the Landlord's reasonable rules for delivery and shipping of
products, materials and supplies;
(l) the Tenant shall not store or stack any furniture, fixtures,
equipment, supplies, inventories, or any other personal or business
property outside the Leased Premises or in any other manner clutter
the Common Areas; in addition, the Tenant shall use its best efforts
to prevent the parking or storage of trucks, trailers or other
vehicles or equipment engaged in such loading or unloading as
referenced herein;
(m) the Tenant shall not solicit business or distribute handbills or other
advertising matter anywhere on the Property;
(n) the Tenant shall maintain the Leased Premises at a temperature
sufficient to prevent the freezing of water lines and any fixtures
situated therein.
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38. LEASE MEMORANDUM/RECORDATION. At Landlord's sole option, Landlord and
Tenant shall execute a Lease Memorandum. Said Memorandum shall be in
recordable form and contain those Lease provisions as specified by
Landlord. Said Memorandum shall be recorded solely at Landlord's option and
expense.
39. CONFIDENTIALITY. All terms, covenants, conditions and provisions of this
Lease shall remain strictly confidential and shall not be disclosed to any
third party (other than the brokers or advisors representing the Landlord
and Tenant in the Lease negotiations) unless disclosure of such information
is required pursuant to a local, state or federal statute and the third
party requiring the disclosure of such information has the proper authority
under such statute to obtain such information.
40. AGENCY RELATIONSHIPS. None.
41. SPECIAL PROVISIONS. None
IN WITNESS WHEREOF, this Lease is executed to be effective as of the date and
year specified in Paragraph 1.
LANDLORD: GREYSTONE PROPERTIES, LLC
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, Managing Member
Date: November 1, 2004
TENANT: GREYSTONE MANUFACTURING, LLC
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
(signature)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
By (print or type name)
CFO
---------------------------------
Title (print or type name)
Date: November 1, 2004
23
State of Oklahoma )
) ss
County of Tulsa )
This instrument was acknowledged before me on this ____ day of ___________,
_____, by ________________________________________________ as _________________.
__________________________
Notary Public
My Commission Expires:
________________________________
================================================================================
State of )
---------------
) ss
County of )
--------------
This instrument was acknowledged before me on this ____ day of ___________,
_____, by ________________________ as ________________________ of
________________________, a _______________ Corporation.
__________________________
Notary Public
My Commission Expires:
________________________________
24
EXHIBIT A
LEGAL DESCRIPTION
▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ Addition to the City of ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
County, Iowa
25
EXHIBIT B
FLOOR PLAN
26
EXHIBIT C
LEASE GUARANTY
EXHIBIT D
TENANT IMPROVEMENTS
LANDLORD SHALL PROVIDE GENERAL OFFICE AREA INCLUDING RESTROOMS FOR TENANT USE AT
LANDLORDS SOLE EXPENSE.
27