EXHIBIT 10.4
LEASE AGREEMENT
This lease agreement, dated as of the 29th day of May, 1998, by and
between the G.D Package Machinery, Inc. hereinafter referred to as "Landlord",
and ITI Technologies, Inc. hereinafter referred to as "Tenant".
Witnesseth, that for and in consideration of the rent hereafter
reserved, and the convenants contained herein, the parties hereby agree as
follows:
1. LEASE PREMISES.
Landlord hereby leases to Tenant the premises situated in the County of
Chesterfield, Virginia, known and described as follows:
A portion of that development known as Southport Corporate
Center and located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Said premises
contain 2,725 square feet of office/warehouse space. Said
premises are outlined in red on Exhibit "A" site plan, which
is attached hereto and made a part hereof, hereinafter
referred to as the "Premises".
2. TERM AND POSSESSION.
2.1 TERM. The term of this Lease shall be for thirty-six (36) months
commencing on June 1, 1998 and ending on May 30, 2001 unless sooner
terminated pursuant to any provision hereof.
3. RENT.
3.1 RENT. Tenant shall pay to Landlord as rent for the Premises the
annual sum of (see Section 3.2 below) payable without deduction or
demand, in equal monthly installments of (see Section 3.2 below)
hereinafter referred to as the "basic monthly rental", in advance on
the first day of each calendar month during the term hereof, the first
installment payable on the execution of the Lease and the remaining
installments payable on the first day of each month during the said
term to and at the office of G.D Package Machinery Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as Landlord may from
time to time designate to Tenant in writing. Rent checks shall be made
payable to G.D Package Machinery Inc. Should the term of this lease
commence on a day other than the first day of a calendar month, the
parties agree that rental for the first and last month of the term
shall be pro-rated and rent for the remaining months shall be due and
payable on the first of the month as provided above.
3.2 RENT SCHEDULE.
Landlord and Tenant agree that rent shall be paid as follows:
Period Annual Rent Monthly Rent
June 1, 1998 -- May 31, 1999 $17,376 $1,448
June 1. 1999 -- May 31, 2000 $17,892 $1,491
June 1, 2000 -- May 31, 2001 $18,432 $1,536
3.3 LATE CHARGE. Tenant hereby recognized and acknowledges that if
rental or other payments are not received when due, Landlord will
suffer damages and additional expense thereby and Tenant therefore
agrees, in addition to such other remedies as are available to
Landlord, to pay as additional rent (if not waived by Landlord) a late
charge equal to five percent (5%) of any sum due hereunder which is not
paid within seven (7) days of its due date. Furthermore, Landlord or
Agent shall have the right to require that rental payments be made by
certified or cashier's check.
4. SECURITY DEPOSIT.
Landlord acknowledges and agrees that the Tenant has previously
deposited with Landlord One Thousand Three Hundred Twenty-five and
no/100 dollars ($1325.00) as security for the faithful performance of
Tenant's obligations hereunder. The conditions under which Landlord
will hold (and be obligated subsequently to return) the security are as
follows:
a. Full term of Lease has expired.
b. Tenant has given Landlord at least sixty (60) days' written
notice that it will vacate the Premises.
c. Tenant does vacate the Premises at the termination of Lease
and return keys thereto.
d. Premises, inside and out, are left in "broom clean" condition
and undamaged (except ordinary wear and tear).
e. That there are no unpaid late charges, delinquent rent, court
costs or attorneys fees or other monies owed by Tenant to
Landlord.
If Tenant has complied with each of the above requirements, Landlord
agrees that said security deposit will be returned. No interest shall
be paid on the security deposit and Tenant shall not offset any payment
due hereunder by the security or any part thereof. If Tenant violates
any of the above requirements, Landlord may apply a part of, or all of
the security deposit to cover the cost of expense incurred or
deficiency existing in any monies due to the Landlord for failure to
comply with the provisions of this Lease and the matters as set forth
in paragraph 4(a) through (e) and the Landlord shall have the right to
proceed with any other legal or equitable remedies available to it.
5. USE.
The Premises shall be used and occupied for office/laboratory purposes
as allowed in the Chesterfield County M-1 Zoning classification and for
no other purpose.
6. UTILITIES.
Tenant agrees to pay when due all utility charges, except water and
sewer, incurred in connection with its use and occupancy of the
Premises, including, but not limited to, electricity, fuel, gas, and
telephone (including equipment and installation charges) and to
immediately transfer all utility accounts into its own name at the
commencement of the term of this Lease (or whenever Tenant occupies the
Premises, if such occupancy is prior to the commencement of the Lease).
7. ACCEPTANCE OF PREMISES.
Except as otherwise provided in this Lease, Tenant hereby accepts the
Premises in their condition existing as of the Lease commencement date
or the date that Tenant takes possession of the Premises, whichever is
earlier, subject to all applicable zoning, municipal, county and state
laws, ordinance and regulations governing and regulating the use of the
Premises, and any easements, convenants, restrictions or other matters
of record, and accepts this Lease subject thereto and to all matters
disclosed thereby and by any exhibits attached hereto. Tenant
acknowledges that neither Landlord nor Landlord's agent has made any
representation or warranty as to the present or future of the Premises
for the conduct of Tenant's business.
8. MAINTENANCE AND REPAIRS.
8.1 STRUCTURAL MAINTENANCE. Landlord shall be solely responsible for
and shall maintain in good condition and repair the roof, foundation,
exterior walls, as well as the underground pipes and conduits, and the
sprinkler system (provided that the system serves more than Tenant's
Premises): and Landlord shall make all repairs becoming necessary by
reason of any structural defect in the Premises; provided however, that
Landlord shall not be required to make any repairs necessitated by
reason of any act or omission by Tenant, its employees, agents,
licensees, invitees or anyone entering the Premises by force, but if
Landlord does make any such repairs, Tenant agrees to promptly, upon
demand, reimburse Landlord for the full costs thereof. That no
liability shall be imposed on the Landlord because of any injury or
damage to personal property. or because of any interference with the
services and facilities listed above, caused by accidents or repairs,
riots, strikes, or any other reason beyond the control of the Landlord,
and that the Landlord shall be under duty of restore any of such
services and facilities or to make any of the repairs for which the
Landlord is obligated, except after receipt of written notice from the
Tenant of a need therefore, and there shall be a reasonable period of
time within which the Landlord may make such repairs, in no event,
however, shall Landlord fail to begin making repairs within 30 days
after notice of diligently pursue such repairs to completion.
8.2 OTHER MAINTENANCE AND REPAIRS. Except as otherwise expressly
provided in Paragraph 8.1 and except to the extent a guarantor or
warrantor performs under Paragraph 7.1, Tenant shall, at its own
expense, during the full term of this Lease, keep the Premises in good
order and condition, and make all repairs and do all acts of
maintenance becoming necessary in, upon or about the Premises,
including specifically but not being limited to the, doors and door
jambs, both inside and outside, loading docks, windows, and window
casings and ▇▇▇▇▇, both inside and outside, and plate or other glass
windows and doors, and to make, a Tenant's expense, all repairs and to
do all acts or maintenance becoming necessary during the term of the
Lease and to replace all worn out and broken parts of, the plumbing and
electrical systems and equipment. All plate glass and other glass which
may be damaged or broken shall be replaced by Tenant with 24 hours of
such damage.
9. ALTERATIONS.
9.1 INSTALLATION. Tenant shall not make any alterations, additions,
modifications or improvements to the Premises without the prior written
consent of the Landlord, which consent will not be unreasonably
withheld, and with the consent of any mortgagee or underlying lessor to
the extent required. If Tenant desires to make any such alterations,
etc., plans for same shall first be submitted to and approved by
Landlord and same shall be done by Tenant, at its own expense, and
Tenant agrees that all such work shall be done in a good and
workmanlike manner and in accordance with applicable laws and
regulations, that the structural integrity of the building shall not be
impaired, that no liens shall attached to the Premises by reason
thereof, and that Tenant will secure all necessary permits pertaining
to the aforementioned alterations.
9.2 OWNERSHIP AND REMOVAL. The alterations, additions, modifications
and improvements referred to in Paragraph 9.1, and consented to in
writing by Landlord, shall become part of the real property as soon as
they are affixed thereto; however, Landlord may, at Landlord's option,
require that Tenant remove all or any part of said alterations prior to
the expiration of the Lease Term. If Landlord so requires, Tenant
agrees at its own expense, to remove same and to restore the Premises
to their original condition, reasonable wear and tear excepted.
10. HAZARDOUS STORAGE.
Tenant agrees that it will not store gasoline or other explosive,
flammable or toxic material in the Premises or do anything which may
cause Landlord's insurance company to void the policy covering the
Premises or to increase the premium thereon, and that Tenant will
immediately conform to all rules and regulations from time to time
established by the Landlord's insurance company or insurance rating
bureau. See Lease Addendum.
11. INSURANCE.
11.1 FIRE INSURANCE. Tenant agrees, in addition to the provisions of
Paragraph 10, that it will not do anything that will cause Landlord's
insurance against loss by fire or other hazards, as well as public
liability insurance, to be canceled or that will prevent Landlord from
procuring same in acceptable companies and at standard rates. Tenant
will further do everything reasonably possible and consistent with the
conduct of Tenant's business, to enable Landlord to obtain the lowest
possible rates for insurance on the Premises. If the cost to Landlord
of obtaining insurance on the Premises (or the building in which the
Premises are located) is increased above the first year due to the
Tenant's occupancy thereof or any increase in rate or value of the
Premises, Tenant agrees to pay, promptly upon demand, as additional
rental, any such increase.
11.2 LIABILITY INSURANCE AND INDEMNIFICATION OF LANDLORD. Landlord and
Agent shall not be liable to Tenant for and Tenant does hereby release
Landlord and Agent and their respective agents and employees from
liability for any injury, loss or damages to the Tenant or to any other
person or property occurring upon the Premises or the approaches
thereto or the parking facilities in or adjacent thereto from any cause
other than Landlord's willful negligence or gross negligence. Tenant
agrees to indemnify and save the Landlord harmless against and from any
and all liability, damages, expenses, including reasonable attorneys'
fees, except for damages caused by Landlord's willful negligence or
gross negligence, that may be brought against it, for or on account of
any damages, loss or injury to persons or property in or about the
Premises during the term of this Lease, or during any occupancy by
Tenant prior to the commencement of this Lease. Tenant further agrees
to carry, at its own expense, at all times, during the term hereof,
public liability insurance, in a form and with a company satisfactory
to Landlord's bodily injury and property damage combined single limit
policy of at least $1,000,000 or in such greater amounts as Landlord
may from time to time reasonably require. Tenant shall also carry, at
its own expense, plate glass insurance, where appropriate. All such
policies shall name the Tenant, the Landlord and Agent, as parties
insured and shall contain a provision that the same may not be canceled
without giving the Landlord and the Agent at least thirty (30)
days' prior written notice. In addition, such policies or certificates
evidencing that such policies are in effect, shall be delivered to
Landlord and Agent at the commencement of the term hereof and renewals
shall be delivered at least ten (10) days prior to the expiration or
cancellation of any such policy. See Lease Addendum.
12. PERMITS -- COMPLIANCE WITH LAWS.
12.1 PERMITS.
12.2 COMPLIANCE WITH LAWS. Tenant shall thereafter promptly comply with
all statutes, laws, ordinances, orders, rules, regulations and
requirements of the Federal, State and local governments and of the
Board of Fire Underwriters applicable to Tenant's use of the Premises,
for the correction, prevention and abatement of nuisances or violations
in, upon or connected with the Premises during the term of this Lease.
Tenant shall not use nor permit the use of the Premises in any manner
that will tend to create waste or a nuisance or, if there shall be more
than one tenant in the building containing the Premises, shall tend to
disturb such other tenants.
13. ASSIGNMENT AND SUBLETTING.
Tenant agrees that it will not transfer, assign or sublet the Premises,
in whole or in part, without Landlord's prior written consent. Landlord
agrees that it will not unreasonably withhold its consent, but if such
consent if given, Tenant shall not be relieved from any liability under
this Lease. Tenant further agrees that if it wishes to assign this
Lease or sublet more than 75% of the Premises, it will first notify
Landlord in writing, and the Landlord may, by written notice to Tenant
within thirty (30) days after receipt of Tenant's notice, cancel this
Lease, in which event Landlord shall release Tenant as to liability
arising under this Lease after the date of cancellation. Consent by
Landlord to any assignment or subletting shall not constitute a waiver
of the necessity for such consent to any subsequent assignment or
subletting. This prohibition against assigning or subletting shall be
construed to include a prohibition against any assignment or subletting
by operation of law.
14. SUBORDINATION.
Unless otherwise provided in the applicable instrument, Tenant accepts
this Lease, and the tenancy created hereunder, subject and subordinate
to any underlying leases, mortgages, deeds or trust, leasehold
mortgages or other security interests now or hereafter, on request
execute any instruments that may be required by any mortgage,
mortgagee, deed of trust, trustee, or underlying owner of Landlord
hereunder to subordinate Tenant's interest hereunder to the lien of any
such mortgages, deed or deeds of trust or underlying lease, and the
failure of Tenant to execute any such instruments, leases or documents
shall constitute a default hereunder.
15. ATTORNMENT AND NON-DISTURBANCE.
Tenant agrees that upon any termination of Landlord's interest in the
Premises, Tenant will, upon request, attorn to the person or
organization then holding title to the reversion of the Premises (the
"Successor") and to all subsequent Successors, and shall pay to the
Successor all rents and other monies required to be paid by the Tenant
hereunder and perform all of the other terms, convenants, conditions
and obligations contained in this Lease, provided, however, that Tenant
shall not be so obligated to attorn unless, if Tenant shall so request
in writing, such Successor will execute and deliver to Tenant an
instrument wherein such Successor agrees that so long as Tenant
performs all of the terms, convenants and conditions of this Lease,
Tenant's possession of the Premises under the Premises under the
provisions of this Lease shall not be disturbed by any such Successor.
16. PROPERTY LOSS OR DAMAGE.
16.1 Tenant hereby expressly agrees that Landlord and Agent shall not
be responsible in any manner for and does hereby release Landlord and
Agent and their respective agents and employees from any and all
liability for any damage or injury directly and indirectly caused by
(1) dampness or water, whether due to a break or leak in any part of
the roof, heating, plumbing, or other Tenant system within the
Premises, or in the building in which the Premises are located, no
matter how caused; (2) theft; (3) fire or other casualty; (4) any other
cause whatsoever unless caused by Landlord's negligence or willful
misconduct and not otherwise covered by Tenant's insurance.
16.2 Subject to the provisions of paragraph 16.1, Landlord shall not be
liable for damage or injury to person or property of Tenant or of any
other person or business unless notice in writing of any defect (a)
which Landlord has under the terms of this Lease the duty to correct
and (b) which has caused such damage or injury, shall have been given
in sufficient time before the occurrence of such damage or injury
reasonably to have enabled Landlord to correct such defect, and even
then only if such damage or injury is due to Landlord's negligence.
17. TENANT'S FAILURE TO PERFORM.
In the event that Tenant fails, after fifteen (15) days' written notice
from Landlord, to keep the Premises in good state of condition and
repair, or to commence and continuously make required repairs, or to do
any act or make any payment or perform any term or convenant on
Tenant's part required under this Lease or otherwise fails to comply
herewith, Landlord may (at its option, but without being required to do
so) immediately, or at any time thereafter and without notice perform
the same for the account of Tenant (including entering the Premises at
all reasonable hours to make repairs and do any act or make any payment
which Tenant has failed to do), and if Landlord makes any expenditures,
or incurs any obligations for the payment of money in connection
therewith, including, but not limited to, attorney's fees in
instituting prosecuting or defending any action or proceeding, such
sums paid or obligations incurred, with interest at the rate of twelve
percent (12%) per annum and costs, shall be deemed to be additional
rent hereunder and shall be paid by Tenant to Landlord within five (5)
days of rendition of any ▇▇▇▇ or statement to Tenant therefor. All
rights given to Landlord in this section shall be addition to any other
right or remedy of Landlord herein contained.
18. LANDLORD'S RIGHT TO ENTER AND SHOW PREMISES.
18.1 LANDLORD'S RIGHT TO INSPECT AND REPAIR. Tenant agrees to permit
Landlord or Agent to enter the Premises at any reasonable time for the
purpose of determining the condition of the Premises and making repairs
thereto, as provided above in Paragraph 18.
18.2 LANDLORD'S RIGHT TO SHOW PREMISES. Tenant agrees that Landlord may
show prospects through the premises during normal business hours and,
within the last six months of the lease term, display a "For Lease" or
"For Sale" sign on the Premises. Landlord must cooperate with Tenant
and not detrimentally affect Tenant's business.
19. SURRENDER AT END OF TERM.
Except as otherwise provided in Paragraph 9.2, Tenant shall vacate the
Premises at the expiration or other termination of this Lease and shall
remove all goods and effects not belonging to Landlord and shall
surrender possession of the Premises and all fixtures and systems
thereof in good repair, reasonable wear and tear excepted.
20. EMINENT DOMAIN.
If the entire Premises shall be substantially taken (either temporarily
or permanently) for public purposes, or in the event Landlord shall
convey or lease the Premises to any public authority under threat or
condemnation or taking, the rent shall be adjusted to the date of such
taking or leasing or conveyance, and this Lease shall thereupon
terminate. If only a portion of the Premises shall be so taken, leased
or condemned, and a result of such partial taking, Tenant is reasonably
able to use the remainder of the Premises for the purposes intended
hereunder, then this Lease shall not terminate, but, effective as of
the date of such taking, leasing or condemnation, the rent hereunder
shall be abated in any amount thereof proportionate to the area of the
Premises so taken, leased or condemned. If, following such partial
taking, Tenant shall not be reasonably able to use the remainder of the
premises for the purposes intended hereunder, then this Lease shall
terminate as if then entire Premises had been taken, leased or
condemned. In the event of a taking, lease or condemnation as described
in this Paragraph, whether or not there is a termination hereunder,
Tenant shall have no claim against Landlord other than an adjustment of
rent to the date of taking lease or condemnation, and Tenant shall not
be entitled to any portion of any amount that may be awarded as damages
or paid as a result or in settlement of such proceedings or threat.
21. DEFAULTS - REMEDIES.
The occurrence of any one or more of the following events shall
constitute a material default and breach of this Lease of Tenant:
(a) The vacating or abandonment of the Premises by Tenant.
(b) The failure by Tenant to make any payment of rent or any other
payment required to be made by Tenant hereunder, as and when due.
Tenant shall be entitled to one written
notice of late payment from Landlord per year before such an event
shall constitute a default, provided Tenant makes payment within 10
days after receipt of said notice.
(c) The failure by Tenant to observe or perform any of the convenants,
conditions or provisions of this Lease to be observed or performed by
Tenant other than described in Paragraph (b) hereinabove, where such
failure shall continue for a period of five (5) days after written
notice thereof from Landlord to Tenant; provided, however, that if the
nature of the Tenant's default is such that more than five (5) days are
reasonably required for its cure, then Tenant shall not be deemed to be
default if Tenant commences such cure within said five (5) day period
and thereafter, diligently prosecutes such cure to completion.
(d) The making by Tenant of any general assignment or general
arrangement for the benefit of creditors, filing by or against Tenant
under any law relating to bankruptcy (unless in the case of a petition
filed against Tenant, the same is dismissed within sixty (60) days, the
appointment of a Trustee or receiver to take possession of
substantially all of the Tenant's assets located in the Premises or the
Tenant's interest in this Lease where possession is not restored to
Tenant within thirty (30) days or the attachment, execution of other
judicial seizure of substantially all Tenant's assets located at the
premises or Tenant's interest in this Lease, where such seizure is not
discharged within thirty (30) days.
In the event of such material default or breach by Tenant, Landlord may
at any time hereunder, with or without notice or demand, without
limiting Landlord in the exercise of any other right or remedy which
Landlord may have hereunder or pursuant to applicable law by reason of
such default or breach, proceed in the following manner:
Notwithstanding that Landlord prior to such breach or default shall
have received rent or any payment, however designated, for the use of
the Premises from or on behalf of Tenant or from any other person and
regardless of and notwithstanding the fact that Landlord has or may
have some other remedy under this Lease or by virtue hereof or by law
or in equity, Landlord may immediately or at any time after any of such
breach or default give to Tenant a notice of termination of this Lease,
and, upon the giving of such notice, this Lease and the term and estate
hereby granted shall expire and terminate upon the day so specified in
such notice as fully and completely and with the same force and effect
as if the day so specified were the date hereinbefore fixed for the
normal expiration of the term of this Lease and all rights of Tenant
under this Lease shall expire and terminate, but Tenant shall remain
liable for damages as hereinafter provided.
Upon any such termination of this Lease, Tenant shall peaceably quit
and surrender the Premises to Landlord, and Landlord may, without
further notice, enter upon, re-enter, possess and repossess itself
thereof, by force, summary proceeding, ejectment, unlawful detainer, or
otherwise, and may dispossess and remove Tenant and all other persons
and property from the Premises, and may have, hold and enjoy the
Premises and the right to receive all rental and other income and other
income of and from the same. No re-entry by Landlord shall be deemed an
acceptance of a surrender of this Lease.
It is convenanted and agreed by Tenant that in the event of the
termination of this Lease or of re-entry by Landlord, under any
provisions of this Section or pursuant to law by reason of default
hereunder on the part of Tenant, Tenant will pay to Landlord, as
damages, at the election of Landlord, sums equal to the basic rental,
additional rental and any other sums which would have been payable by
Tenant has this Lease not so terminated, payable upon the days
specified herein following such termination or such re-entry and until
the date hereinabove set for the normal expiration of the full term
hereby granted, provided, however, that if Landlord shall re-let the
Premises during said period (it being understood that Landlord has no
obligation to do so), Landlord shall credit Tenant with the net rents,
if any, received by Landlord from such re-letting, the expenses
incurred or paid by Landlord in terminating this Lease or of
re-entering the Premises and of securing possession thereof, as well as
the expenses of re-letting, including altering and preparing the
Premises for new tenants, brokers' commissions and all other expenses
chargeable against the Premises and the rental therefrom; but in no
event shall Tenant be entitled to receive any excess of such net rents
over the sums otherwise payable by Tenant to Landlord hereunder.
Suit or suits for the recovery of such damages, or any installments
thereof, may be brought by Landlord from time to time at its election,
and nothing contained herein shall be deemed to require Landlord to
postpone suit until the date when the term of this Lease would have
expired if it had not been terminated under the provisions of this
paragraph, or under any provisions of law, or had Landlord not
re-entered the Premises. Landlord shall also be entitled to collect
from Tenant any reasonable attorney's fees arising out of Tenant's
default hereunder. Landlord shall also be entitled to such other
remedies as may be available at law or in equity in the event of
default by Tenant hereunder.
Tenant, for Tenant, and on behalf of any and all persons claiming by,
through or under Tenant, including creditors of all kind, does hereby
waive and surrender all right and privilege which they or any of them
might have under or by reason of any present or future law to redeem
the Premises or to have a continuance of this Lease for the term hereby
demised after being dispossessed or ejected therefrom by process of law
or under the terms of this Lease or after the termination of this Lease
as herein provided.
22. SEVERAL LIABILITY.
If the Tenant shall be one or more individuals, corporations or other
entities, whether or not operating as a partnership or joint venture,
then each such individual, corporation, entity, joint venture or
partner shall be deemed to be both jointly and severally liable for the
payment of the entire rent and other payments specified herein and all
other duties and obligations of Tenant hereunder.
23. ESTOPPEL CERTIFICATES.
Tenant agrees at any time and from time to time upon five (5) days'
prior notice by Landlord to execute, acknowledge and deliver to
Landlord a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified
and stating the modifications) and the dates to which the rent and
other charges have been paid in advance, if any, and stating whether or
not, to the best knowledge of the signer of such certificate, Landlord
is in default in performance of any covenant, agreement or condition
contained in this Lease and, if so, specifying each such default of
which the signer may
have knowledge, and such other matters as Landlord may request, it
being intended that any such statement hereunder may be relied upon by
any third party not a party to this Lease.
24. NOTICES.
Any notices required to be served in accordance with the terms of this
Lease shall be in writing and served by registered or certified mail,
or delivered in person and duly acknowledged, as follows:
To Tenant: ITI Technologies, Inc.
Attn: General Counsel
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To Landlord: G.D. Package Machinery Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Either party may at any time designate by written notice to the other a
change in the above addresses for addressees. All notices, demands and
requests which shall be served by registered or certified mail in the
manner aforesaid shall be deemed sufficiently served or given for all
purposes hereunder at the time such notice, demand or request shall be
mailed by United States registered or certified mail as aforesaid in
any Post Office or Branch Post Office regularly maintained by the
United States Government.
25. SEPARABILITY.
If any term or provision of this Lease or the application thereof to
any person or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Lease or the application of such
term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of the Lease shall be valid and
enforceable to the fullest extent permitted by law.
26. CAPTIONS.
All headings in this Lease are intended for convenience of reference
only and are not to be deemed or taken as a summary of the provisions
to which they pertain or as a construction thereof.
27. SUCCESSORS AND ASSIGNS.
Except as otherwise provided, the covenants, conditions and agreements
contained in the Lease shall bind and inure to the benefit of Landlord
and Tenant, and their respective heirs, distributees, executors,
administrators, successors and assigns.
28. GOVERNING LAW.
This Lease was made in the state of Virginia and shall be governed by
and construed in all respects in accordance with the laws of the State
of Virginia.
29. INCORPORATION OF PRIOR AGREEMENTS.
This Lease contains all agreements of the parties with respect to any
matters contained herein. No prior agreement or understanding
pertaining to any such matter shall be affected. This Lease may be
modified only in writing and signed by the parties in interest at the
time of the modification.
30. CUMULATIVE REMEDY.
No remedy or election hereunder shall be deemed exclusive but shall,
wherever possible, be cumulative with all other remedies at law or in
equity.
31. ATTORNEY'S FEES.
If Landlord or Agent or Tenant brings an action to enforce the terms
hereof or declare rights hereunder, and prevails in any such action,
the prevailing party shall be entitled to reasonable attorneys' fees
from the non-prevailing parties.
32. AUCTIONS.
Tenant shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises without
first having obtained Landlord's prior written consent. Notwithstanding
anything to the contrary in this lease, Landlord shall not be obligated
to exercise any standard of reasonableness in determining whether to
grant such consent.
33. RECORDING.
Either Landlord or Tenant shall, upon request of the other, execute,
acknowledge and deliver to the other a "short form" memorandum of this
lease suitable for recording purposes.
34. EASEMENTS.
Landlord reserves to itself the right, from time to time to grant such
easements, rights and dedications that Landlord deems necessary or
desirable, and to cause the recordation of Subdivision Maps and
restrictions, so long as such easements, rights, dedications, Maps and
restrictions do not unreasonably interfere with the permitted use of
the Premises by Tenant. Tenant shall sign any of the aforementioned
documents upon request of Landlord and failure to do so constitutes a
material breach of the Lease.
35. AUTHORITY.
If Tenant is a corporation, trust or general or limited partnership,
each individual executing this Lease on behalf of such entity
represents and warrants that he or she is duly authorized to execute
and deliver this Lease on behalf of said entity. If Tenant is a
corporation, trust or partnership, Tenant shall, within thirty (30)
days after execution of the Lease, deliver to Landlord evidence of such
authority satisfactory to Landlord.
36. MISCELLANEOUS.
(a) As used in this Lease, and where the context requires: (1) the
masculine shall be deemed to include the feminine and neuter
and vice-versa; and (2) the singular shall be deemed to
include the plural and vice-versa.
(b) Tenant convenants and agrees that it shall not inscribe,
affix, or otherwise display signs, advertisements or notices
in, on, upon or behind any windows or on any door, partition
or other part of the interior or exterior of the building
without the prior written consent of the Landlord, which
consent shall be withheld at Landlord's sole discretion. If
such consent be given by Landlord, or a company approved by
Landlord, but the cost of same shall be charged to and be paid
by Tenant, and Tenant agrees to pay the same promptly, on
demand.
(c) Tenant convenants and agrees that it shall not attach or place
awnings, antennas or other projections to the outside walls or
any exterior portion of the building. No curtains, blinds,
shades or otherwise shall be attached to or hung in, or used
in connection with any window or door of the Premises, without
the prior written consent of Landlord.
(d) Tenant further convenants and agrees that it shall not pile or
place or permit to be placed any goods on the sidewalks or
parking lots in the front, rear or sides of the building, or
to block said sidewalks, parking lots and loading areas and
not to do anything that directly or indirectly will take any
of the rights or ingress or egress or of light from any other
tenant of the Landlord.
(e) Tenant waives statutory notice to quit prior to commencement
of an action for summary possession for nonpayment of rent.
(f) Except as otherwise expressly provided, Landlord and Agent
shall not be deemed to have waived any of the provisions
hereof unless the waiver be in writing and signed by the party
against whom waiver is sought to be enforced.
37. ACKNOWLEDGMENT.
Landlord and Tenant agree that any previous Lease Agreement previously
entered into and executed between these two parties on the above
written premise shall be null and void, and that this Lease Agreement
shall supersede any such previously executed Lease Agreement between
these two parties.
Landlord and Tenant have carefully read and reviewed this Lease and
each term and provision contained herein and, by execution of the
Lease, show their informed and voluntary consent thereto. The parties
hereby agree that, at the time this Lease is executed, the terms of
this Lease are commercially reasonable and effectuate the intent and
purpose of Landlord and Tenant with respect to the Premises. The
Parties shall rely solely upon the advice of their own legal counsel as
to the legal and tax consequences of the Lease.
In witness whereof, Landlord and Tenant have respectively signed and
sealed this Lease of the day and year first above written.
WITNESS LANDLORD: G.D. PACKAGE MACHINERY INC.
AT VIRGINIA CORPORATION
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ illegible
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BY:
WITNESS TENANT: ITI TECHNOLOGIES, INC.
A DELAWARE CORPORATION
/s/ illegible /s/ illegible
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