NORTH CAROLINA
NASH COUNTY
THIS LEASE AGREEMENT, made and entered into this 1st day of March, 1997, by
and between D. XXXXX XXXXXXX and XXXXX X.X. XXXXXX, d/b/a XXXXXXX-XXXXXX
INVESTMENT COMPANY, hereinafter referred to as LESSORS, and CONSOLIDATED EYE
CARE, INC., a North Carolina Corporation hereinafter referred to as LESSEE.
W I T N E S S E T H:
WHEREAR Lessors and Lessee agree to the lease and rental of the premises
herein described on terms and conditions as herein set out; and
WHEREAS the Lessors and Lessee acknowledge that each will enjoy the mutual
benefits of this Lease;
NOW, THEREFORE, in consideration of the premises and further consideration
of the mutual covenants and agreements hereinabove set forth, Lessor and Lessee
have contracted and agreed, and the Lessors in consideration of the terms and
conditions herein described, hereby demise, let, and lease unto the Lessee, and
the Lessee hereby accepts the Lease from the Lessors, all of the certain
premises, together with the improvements, lying thereon and being located in
Rocky Mount, North Carolina, and more particularly described as follows:
000 Xxxxxxx Xxxxx - A
TO HAVE AND TO HOLD the above described real estate unto the Lessee for a
period and upon the terms and conditions herein set out, together with all
privileges and appurtenances thereunto belonging to it the said Lessee, their
successors and assigns, as follows:
1. This Lease shall commence effective May 1st, 1997, unless sooner
terminated as hereinafter provided, and this Lease shall exist and continue
until the 1st day of May, 2002, the term being for five (5) years.
2. During year 1 and year 2 of the term of this Lease, the rent shall be
One Hundred Twenty Two Thousand Four Hundred Sixty Seven and No/100
($122,467,00) Dollars per year (based on 15,085 square feet) payable in monthly
installments of Ten Thousand Two Hundred Five and No/100 ($10,250.00) Dollars,
per month, payable monthly in advance on or before the 10th day of each month
during the term of the Lease. During year 3 and year 4 of the term of this
Lease, the rent shall be One Hundred Thirty Seven Thousand Five Hundred Fifty
Two and No/100 ($137,552.00) Dollars per year (based on 15,085 square feet)
payable in monthly installments of Eleven Thousand Four Hundred Sixty Two and
No/100 ($11,462.00) Dollars, per month, payable monthly in advance on or before
the 10th day of each month during the term of the Lease.
3. The Lessee shall pay all taxes and assessments imposed by any lawful
authority upon its personal property and fixtures and any other improvements
placed in and upon the premises. The Lessee also agrees to pay all bills for
electricity, heat, air conditioning, water and
other utilities used upon the leased premises. Lessee shall MAKE ALL REPAIRS
and IMPROVEMENTS to electrical, heating, air conditioning, water, plumbing,
roof system, under the amount of Two Thousand Five Hundred and No/100($2,500.00)
Dollars per occurrence of or manifestation of any required repair and
maintenance. The LESSOR agrees to pay for electrical, heating, air conditioning,
and external plumbing maintenance and repairs in EXCESS OF TWO THOUSAND FIVE
HUNDRED AND NO/100 ($2,500.00) DOLLARS, per occurrence or manifestation, and
further agrees to maintain and repair all exterior portions of the building,
except as specifically set forth above. The Lessee accepts the premises in the
condition in which they exist at the beginning of the term of this Lease, and
the LESSOR shall be under NO OBLIGATION TO IMPROVE OR REPAIR THE SAME, except
as specifically set out above. The Lessee shall have the right, at its own
expense, TO REMODEL AND MAKE IMPROVEMENTS to the interior as it elects,
specifically subject to notice to and approval of the Lessors. The Lessee shall
be responsible for cleanup, restoration and replacement of keys at the end of
the term of this Lease.
4. The Lessee may, at its own cost and expense, install, erect and
maintain signs in and upon the lease premises, within the applicable codes and
ordinances provided, however the written consent of the Lessors must be obtained
for the location and design of all exterior signs.
5. Any fixtures, equipment and other personal property installed or
attached to the demised premises by the Lessee, will be at the expense of the
Lessee, and shall remain the property of the Lessee, and the Lessee shall have
the right at any time, provided it is not then in default hereunder, to remove
any and all such fixtures, provided, however, that in such event Lessee shall
repair any damage to the demised premises caused by such installation and
removal.
6. The Lessee shall maintain, at its own cost and expense, fire insurance,
and furnish to Lessors, liability insurance in the amount of $500,000 per
person/$1,000,000.00 per accident, and $100,000 property damage, which policy
shall name the Lessors as an additional insured. On each policy, Lessee shall
designate Lessors as a party insured and furnish Lessors with a certificate of
said insurance or applicable riders as issued or renewed.
7. The Lessors hereby covenant and warrant that they have a good right and
title to lease said premises; that it will suffer and permit the Lessee to
occupy, possess and enjoy said premises during the term therein set out, without
hinderance or molestation by the Lessors or from any persons claiming by or
under the Lessors, and will defend against any suit or action brought by such
person.
8. It is expressly agreed that Lessee shall not assign this Lease or these
premises without the written consent of the Lessors. It is expressly agreed that
Lessee shall not, under any circumstances, sublease the premises without the
prior written consent of the Lessors. Such consent, shall not be unreasonably
withheld by Lessors, and in the event of any assignment or sublease, Lessee
shall remain personally responsible to Lessors for performance of the terms of
this Lease,
and any acceptance of rent by Lessors, by any assignee or sublease is not an
approval or consent of said assignee or sublease without compliance of the terms
above.
9. If the Lessee shall neglect or fail to pay any rent or monthly
installments of rent when due, or neglect or fail to do or perform any other
thing required of it and any of the covenants herein contained, on their part,
or to be performed or observed, and the Lessee is so notified in writing by
letter through registered mail addressed to its address as provided below and if
such default or defaults shall not be cured within 15 days after the sending of
said registered notice, the Lessors may terminate this Lease and may re-enter
upon the leased premises and may annul this Lease as regards all future rights
of the Lessee, and the Lessors shall have the legal rights and remedies
permitted by and available under the law of this State or for the collection of
any rent due and payable thereunder, without prejudice of any other right they
may have because of such default. No failure of the Lessors to exercise any
rights which it may have by reason of any default shall constitute a waiver of
any such rights with respect to any subsequent default. Under no circumstances
shall the Lessors be under any obligation whatsoever to release the Lessee from
any liability arising under this Lease for damages, which damages shall include,
but shall not necessarily be limited to, all rent due until the end of the term
of the Lease; nor shall Lessors be obligated to expend any sum to reduce or
litigate damages. If during the term of this Lease the premises shall be
partially damaged by fire or other casualty, but thereby rendered untenantable,
the same shall be repaid with diligence by the Lessors, at its expense, any
amount over the amount of $5,000.00. If the damage shall be so extensive as to
render the premises untenantable, the rent shall be proportionally paid up to
the time of such damage, and shall thenceforth cease until such time as the
premises shall be restored; but in such event the Lessors may elect whether or
not to restore said premises or to terminate the Lease. If the Lessors shall not
elect within 30 days after such damage to rebuild or restore said premises, then
this Lease shall forthwith terminate. In the event of the total destruction of
the premises by fire or other casualty, this Lease shall cease and terminate and
the Lessee shall be liable for the rent, proportionally, only up to the time of
such destruction, and the Lessee shall be entitled in such event, to receive a
proportional part of any advanced rent paid by it for the rent period during
which the leased premises are wholly destroyed.
10. If the whole of the premises shall be taken or condemned by imminent
domain for any public or quasi public use or purpose, then in that event, the
term of this Lease shall cease and terminate from the date of title vesting in
such proceedings, and the Lessee shall have no claim against the Lessors for the
value of the unexpired term of the Lease.
11. It is agreed that the Lessee shall have the right at the termination or
expiration of this Lease to remove within 15 days, at its own expense, all
trade fixtures, personal property and other installations, which it may have
placed or made on the premises, as provided in Paragraph 5 above, provided the
premises are restored by the Lessee to their original condition. If,
after this 15 day period, there remains any personal property, fixtures, or
improvements of Lessee, the Lessors shall then restore or cause to be restored
such property for a period not to exceed 30 days, the costs and risks of such
restoring to be borne by the Lessee. If after this 30 days, the Lessee has
failed to cure such breach, any obligations arising from said breach, the
Lessors may then dispose of said property by whatever means deems necessary and
proper.
12. If the tenant shall voluntarily or involuntarily file a Petition in
bankruptcy, or be adjudicated bankrupt or insolvent, according to law, or shall
make an assignment for the benefit of creditors, then the Lessors may lawfully
enter onto the premises and repossess the same and expel the tenant and those
claiming under and through it and remove its effect without prejudice to any
remedies which the Lessors may otherwise have for arrears of rent, or breach of
covenant, and upon such entry, this Lease shall terminate, and the Lessee
covenants that in case of such termination, it will indemnify the Lessors
against all loss of rent which the Lessors may incur by reason of such
termination for the remainder of the term.
13. It is expressly agreed, as a matter of law, that in the event of any
hold over under this Lease, that said hold shall be deemed a hold over under a
month to month, periodic tenancy, and no other term.
14. All references herein to relative pronoun shall be read in the plural
and in the singular, and in the masculine and in the feminine or neuter gender,
as the case may be. This agreement shall be binding upon the heirs, assigns and
successors of the parties hereto. This agreement shall be construed under the
laws of the State of North Carolina, and change or amendment of this agreement
shall require the written consent of both parties.
15. All rentals, notices, or communications as required hereunder shall be
addressed and given to the parties as follows:
To Lessors: Xxxxxxx-Xxxxxx Investment Co.
P.O. Box 7185
000 Xxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
To Lessee: Consolidated Eye Care, Inc.
000 Xxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals in
duplicate originals, one of which is retained by each of the parties on the day
and year as first above written.
XXXXXXX-XXXXXX INVESTMENT CO.
By: /s/ D. XXXXX XXXXXXX
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D. XXXXX XXXXXXX, Partner
By: /s/ XXXXX X.X. XXXXXX
-----------------------------------
XXXXX X.X. XXXXXX, Partner
ATTEST: CONSOLIDATED EYE CARE, INC.
/s/ Xxxxxx X. Xxxxxxxxx By: /s/ XXXXX X.X. XXXXXX
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Secretary President
NORTH CAROLINA
NASH COUNTY
I, Xxxxx X. Xxxxxxx, Notary Public, do hereby certify that D. Xxxxx Xxxxxxx
and Xxxxx X.X. Xxxxxx personally appeared before me this day and acknowledged
the due execution of the foregoing instrument.
WITNESS my hand and Notarial Seal, this 1st day of May, 1997.
/s/ Xxxxx X. Xxxxxxx
--------------------------
Notary Public
My Commission expires: January 12, 1998
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NORTH CAROLINA
NASH COUNTY
I, Xxxxx X. Xxxxxxx, Notary Public, do hereby certify that Xxxxxx X.
Xxxxxxxxx personally came before me and acknowledged that he/she is Secretary of
Consolidated Eye Care, Inc., a corporation, and that by authority duly given and
as the act of the corporation the foregoing instrument was signed in its name by
its President, sealed with its Corporate Seal and attested by himself/herself as
its Secretary.
WITNESS my hand and Notarial Seal, this 1st day of May, 1997.
/s/ Xxxxx X. Xxxxxxx
--------------------------
Notary Public
My Commission expires: January 12, 1998
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