LEASE AGREEMENT
THIS LEASE, made this 10th day of April, 1996, by and between Stone
Mountain Industrial Park, Inc., a Georgia Corporation, hereinafter referred to
as "Lessor"; and Xxxxxx-Field Health Products, Inc., a Delaware Corporation,
hereinafter referred to as "Lessee";
WITNESSETH:
1. The Lessor, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved, and contained, to
be paid, kept and performed by the Lessee, has leased and rented, hereby agrees
to lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"):
A 28,255 square foot portion of Building No. 31 (a 15b, 206 square foot
building) known as 0000 Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxxxxxxx,
Xxxxxxx, said building being a part of Section 27, Township 1 South, Range 25
east, Xxxxx County Florida, consisting of a portion of Xxxxxxx Land Company's
Farms Subdivision as recorded in Plat Book 5, page 93 of the current Public
Records of Xxxxx County, Florida, and being more particularly described on
Exhibit "A" Legal Description and Exhibit "B" Building 31 Site Plan attached
hereto by this reference and incorporated herein.
This Lease is subject to all encumbrances, easements, covenants and restrictions
of record and to the Declaration of Covenants, Restrictions, and Easements for
West side Industrial Park. Lessor represents that none of such encumbrances,
easements, covenants and restrictions shall interfere with the use of the
Premises for warehouse purposes.
2. To have and to hold for a term of 38 months, said term to begin on the
1st day of July, 1996 and to end at midnight on the 31st day of August, 1999.
3. Lessee shall pay to Lessor monthly "Base Rent" of $*See "Schedule of
Rents" Paragraph 34 of the Addendum to Lease herewith attached and incorporated
herein due on the first day of each month, in advance, without offset or demand,
commencing on July 1, 1996. Upon execution of this Lease, Lessee has paid to
Lessor $ N/A, representing the first month's rent due hereunder. In the event
Lessee fails to pay the rent or any other payment called for under this Lease
within ten (10) days of the time period specified, Lessee shall pay a late
charge equal to five percent (5%) of the unpaid amount, which late charge shall
be paid with the required payment.
Utility Bills 4. Lessee shall place utility bills of all types in
its name and shall pay same, along with all assessments
pertaining to the Premises, including, but not limited
to, water and sewer, natural gas, electricity, fire
protection and sanitary pick up bills for the Premises,
or used by Lessee in connection therewith. If Lessee
does not pay same, Lessor may pay the same and such
payment shall be added to and treated as additional
rental of the Premises. If this Lease is for a
multi-tenant building, water and sewer charges shall be
accounted for as provided in Paragraph 33 herein below.
Mortgagee's Rights 5. Lessee's rights shall be subject to any bona fide
mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Lessor, and
Lessee agrees to execute and deliver such documentation
as may be required by any such mortgagee to effect any
subordination within ten (10) days of receipt of a
request for such execution; provided, however, that any
such subordination by Lessee shall be conditioned
upon execution and delivery of non-disturbance
agreement reasonably acceptable to Lessee, Lessor
hereby warrants and represents that no mortgage
currently encumbers the Premises.
Maintenance and 6. Lessee shall not allow the Premises to fall out of
Repairs by Lessee repair or deteriorate, and at Lessee's own expense,
"except as provided in Paragraph 37 below," Lessee
shall keep and maintain all interior portions of the
Premises, in good order and repair, except portions of
Premises to be repaired by Lessor under terms of
Paragraph 7 below. Lessee also agrees to keep all
systems exclusively serving or located within the
Premises pertaining to water, fire protection,
drainage, sewer, electrical, heating, ventilation, air
conditioning and lighting in good order and repair, and
agrees to return same to Lessor at the expiration of
this Lease or renewal hereof in good operating
condition, "ordinary wear and tear excepted". The
Lessee covenants and agrees that during the term of
this Lease and for such further time as the Lessee, or
any person claiming under it, shall hold the Premises
or any part thereof, it shall not cause the estate of
the Lessor in said Premises to become subject to any
lien, charge or encumbrance whatsoever, it being
agreed that the Lessee shall have no authority, express
or implied, to create any lien, charge or encumbrance
upon the estate of the Lessor in the Premises."
Repairs by Lessor 7. Lessor agrees to keep in good repair the
"structure and all structural elements of the Building",
the roof and the exterior walls, all building systems
not exclusively serving or located within the Premises
exclusive of painting, exclusive of all glass and
exclusive of all exterior doors. Lessor gives to Lessee
exclusive control of Premises and shall be under no
obligation to inspect said Premises. Lessee shall
promptly notify Lessor of any damage covered under this
paragraph, and Lessor shall be under no duty to repair
unless it receives notice of such damage.
Modifications and 8. No modifications or alterations to the building
Alterations to the on the Premises or openings cut through the roof are
Premises allowed without prior written consent of Lessor, which
consent shall not be unreasonably withheld. In the
event any such modifications or alterations are
performed, same shall be completed in accordance with
all applicable codes and regulations.
Return of Premises 9. Lessee agrees to return the Premises to Lessor, at
the expiration or prior termination of this Lease,
broom clean and in as good condition and repair as when
first received, natural wear and tear, damage by storm,
fire, lightning, earthquake or other casualty alone
excepted. Lessee agrees to remove its personal property
from the Premises at the expiration or prior
termination of this Lease.
Destruction of or 10. If Premises are totally destroyed by storm, fire,
Damage to Premises lightning, earthquake or other casualty, this Lease
shall terminate as of the date of such destruction, and
rental shall be accounted for as between Lessor and
Lessee as of that date. If Premises are damaged, but
not wholly destroyed by any of such casualties, rental
shall xxxxx in such proportion as use of Premises has
been destroyed, and Lessor shall restore Premises to
substantially the same conditions as before damage as
speedily as practicable, whereupon full rental shall
recommence; provided further, however, that if the
damage shall be so extensive that the same cannot be
reasonably repaired and restored within six (6) months
from date of the casualty, then either Lessor or Lessee
may cancel this Lease by giving written notice to the
other party within thirty (30) days from the date of
such casualty. In the event of such cancellation,
rental shall be apportioned and paid up to the date of
such casualty.
Indemnity 11. Lessee agrees to indemnify and save harmless the
Lessor against all claims for injuries to persons or
damages to property by reason of the use or occupancy
of the Premises, the improvements on the Premises or
the failure or cessation of services to the Premises,
and all expenses incurred by Lessor because of such
injuries or occupancy, including attorneys' fees and
court costs.
Governmental 12. Lessee agrees, as its own expense, to promptly
Orders comply with all requirements of any legally constituted
public authority made necessary by reason of Lessee's
manner of use or occupancy of Premises or operation of
its business. Lessor agrees to promptly comply with any
such requirements if not made necessary by reason of
Lessee's manner of occupancy or operation of the
Premises. Notwithstanding any provisions or limitations
in this paragraph to the contrary, Lessee shall be
responsible for any and all costs and expenses arising
from any violations of environmental laws or
regulations caused by Lessee's activities or occupancy
of the Premises.
Condemnation 13. If the whole of the Premises, or such portion
thereof as will make Premises unusable for the purpose
herein leased, shall be condemned by any legally
constituted authority for any public use or purpose,
or sold under threat of condemnation, then, in any of
said events the term hereby granted shall cease from
the time when possession or ownership thereof is taken
by public authorities and rental shall be accounted for
as between Lessor and Lessee as of that date. Such
termination, however, shall be without prejudice to the
rights of either Lessor or Lessee to recover
compensation and damage caused by condemnation from the
condemnor. It is further understood and agreed that
neither the Lessee, nor Lessor, shall have any rights
in any award made to the other by any condemnation.
Assignment 14. Lessee may not assign this Lease, or any interest
thereunder, or sublet the Premises in whole or in part
without the prior express written consent of Lessor
(which consent shall not be unreasonably withheld) and
without giving prior written notice to Lessor of intent
to assign or sublease. Subtenants or assignees shall
become liable directly to Lessor for all obligations of
Lessee hereunder, without relieving Lessee's liability.
Lessee agrees not to assign or sublease Premises to any
one who will create a nuisance or trespass, nor use the
Premises for any illegal purpose; nor in violation of
any valid regulations of any governmental body; nor in
any manner to vitiate the insurance. Lessee further
agrees that if such subtenant or assignee is required
to pay a rental amount greater than the rental amount
required to be paid by Lessee hereunder, then Lessor
shall be entitled to receive and shall be paid such
increased amount. Upon any such sublease or assignment,
Lessee shall provide Lessor with copies of any and all
documents pertaining to such sublease or assignment.
Hazardous 15. Lessee will not use or suffer the use (by
Lessee Substances or other person or entity), of the
premises as a landfill or as a dump for garbage or
refuse, or as a site for storage, treatment, or
disposal of hazardous wastes, hazardous substances, or
toxic substances (defined as "hazardous waste"
or hazardous substance" under Section 1004 of the
Federal Conservation and Recovery Act, 42 U.S.C.
ss.6801 et seq., or Section 101 of the Comprehensive
Environmental Responses, Compensation, and Liability
Act, 42 U.S.C. ss.9601 et seq. or under any other
applicable laws); Lessee shall not permit hazardous or
toxic waste, contaminants, asbestos, oil, radioactive
or other material, the removal of which is required or
the maintenance or storage of which is prohibited,
regulated, or penalized by any local, state, or federal
agency, authority, or governmental unit, to be brought
onto the Premises or if so brought or found located
thereon, shall cause the same to be immediately
removed, unless same complies with all applicable laws,
and Lessee's obligation to so remove shall survive the
termination of this Lease; Lessee will not use or
suffer the use of the Premises in any manner other than
in full compliance with all applicable federal, state
and local environmental laws and regulations; Lessee
warrants and represents that it has not received any
notice from a governmental agency for violation of any
environmental laws and regulations and, if such notice
is received, Lessee immediately shall notify Lessor
orally and in writing; Lessee shall indemnify, defend,
and hold Lessor harmless from and against any and all
costs, damages, and expenses (including, without
limitation, environmental compliance or response costs,
costs for all remedial action and/or damage to third
parties, attorneys' fees and court costs at both trial
and appellate levels,
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(Fla-MT)
and damages for business interruption and any lost
profits) resulting, directly or indirectly, from any
environmental contamination of the Premises or any
misstatement or misrepresentation of facts concerning
the matters recited in this paragraph.
Removal of Fixtures 16. Lessee may (if not in default hereunder) prior to
the expiration of this Lease, or any extension hereof,
remove all fixtures which Lessee has placed in
Premises, provided Lessee repairs all damages to
Premises caused by such removal. Provided, however,
Lessee shall not remove, under any circumstances, the
following: heating, ventilating, air conditioning,
plumbing, electrical and lighting systems and fixtures
or dock levelers. In the event this Lease is terminated
for any reason, any property remaining in or upon the
Premises may be deemed to become property of the Lessor
and Lessor may dispose of same as it deems proper with
no liability to Lessor and no obligation to Lessee.
Default; Remedies 17. It is mutually agreed that in the event: (A) the
rent herein reserved is not paid at the time and place
when and where due and Lessee fails to pay said rent
within ten (10) days after written demand from Lessor;
(B) the Premises shall be deserted or vacated; (C) the
Lessee shall fail to comply with any term, provision,
condition, or covenant of this Lease, other than the
payment of rent, and shall not cure such failure within
twenty (20) days after notice to the Lessee of such
failure to comply (or, if such default is of a nature
which cannot be cured within said twenty (20) days,
then in the event Lessee shall fail to commence to cure
such default and thereafter diligently prosecute such
cure to completion); (D) Lessee causes any lien to be
placed against the Premises and does not cure same
within twenty (20) days after notice from Lessor to
Lessee demanding cure, in any of such events, Lessor
shall have the option at once, or during continuance of
such default or condition to do any of the following, in
addition to, and not in limitation of any other remedy
permitted by law or by this Lease:
(1) Terminate this Lease, in which event Lessee shall
immediately surrender the Premises to Lessor. Lessee
agrees to indemnify Lessor for all loss, damage and
expense which Lessor may suffer by reason of such
termination, whether through inability to relet the
Premises, through decrease in rent, through incurring
court costs, actual attorneys' fees or other costs in
enforcing this provision or otherwise;
(2) Lessor, as Lessee's agent, without terminating this
Lease, may terminate Lessee's right of possession, and,
at Lessor's option, enter upon and rent Premises at the
best price obtainable by reasonable effort, without
advertisement and by private negotiations and for any
term Lessor deems proper. Lessee shall be liable to
Lessor for the deficiency, if any, between Lessee's
rent hereunder and the price obtained by Lessor on
reletting and for any damage, actual attorneys' fees or
expenses incurred by Lessor in enforcing its rights
under this provision.
(3) Lessor also retains the right to apply for and
obtain a dispossessory action against Lessee and to
hold Lessee liable for all costs incident to seeking
such dispossessory action, including actual attorneys'
fees and court costs.
Pursuit of any of the foregoing remedies shall not
preclude pursuit of any other remedies herein provided
or any other remedies provided by law. Lessor shall
have the duty to mitigate any possible damages which
may be incurred pursuant to any such default by Lessee
except in the event Lessee deserts or vacates the
Premises without prior notification to Lessor. Any
notice in this provision may be given by Lessor or its
attorney.
Entry for Carding, 18. Lessor may card Premises "For Lease" or "For
Etc. Sale" ninety (90) day before the termination of this
Lease. Lessor may enter the Premises at reasonable
hours during the term of this Lease to exhibit same to
prospective purchasers or tenants and to make repairs
required of Lessor under the terms hereof, or to make
repairs to Lessor's adjoining property, if any.
Effects of 19. No termination of this Lease prior to the normal
Termination of ending thereof, by lapse of time or otherwise, shall
Lease affect Lessor's right to collect rent for the period
prior to termination thereof.
No Estate in Land 20. This contract shall create the relationship of
landlord and tenant between Lessor and Lessee; no
estate shall pass out of Lessor; Lessee has only a
possessory interest, not subject to levy and sale, and
not assignable by Lessee except as provided in
Paragraph 14 above.
Holding Over 21. If Lessee remains in possession of Premises after
expiration of the term hereof, with Lessor's
acquiescence and without any express agreement of
parties, Lessee shall be month-to-month tenant upon all
the same terms and conditions as contained in this
Lease, except that the rental shall become one and
one-half times the amount in effect at the end of said
term of this Lease; and there shall be no renewal of
this Lease by operation of law. Such month-to-month
tenancy shall only require thirty (30) days notice by
either party to the other to terminate such tenancy
and Lessee's right of possession.
Rights Cumulative 22. All rights, powers and privileges conferred
hereunder upon parties hereto shall be cumulative but
not restrictive to those given by law.
Notices 23. Any notice given pursuant to this Lease shall be
in writing and sent by certified mail, return receipt
requested, or by reputable overnight courier to:
(a) Lessor in care of Stone Mountain Industrial Park,
Inc., 0000 X. Xxxxx XxXxxx Xxxxxx, Xxxxx Xxxxxxxx,
Xxxxxxx 00000, or such other address as Lessor may
hereafter designate in writing to Lessee.
(b) Lessee in care of Attn: Xxxxx Xxxxxxx, Executive
Vice President Operations, Xxxxxx-Field, 000 Xxxxx Xx.
X., Xxxxxxxxx, Xxx Xxxx 00000, or such other address as
Lessee may hereafter designate in writing to Lessor.
Any notice sent in the manner set forth above shall be
deemed sufficiently given for all purposes hereunder on
the day said notice is deposited in the mail or with
the courier.
Waiver of Rights 24. No failure of Lessor to exercise
any power given Lessor hereunder, or to insist upon
strict compliance by Lessee with its obligations
hereunder, and no custom or practice of the parties at
variance with the terms hereof shall constitute a
waiver of Lessor's right to demand exact compliance
with the terms hereof.
Time of Essence 25. Time is of the essence in this Lease.
Definitions 26. "Lessor" as used in this Lease shall include
Lessor, its heirs, representatives, assigns, and
successors in title to the Premises. "Lessee" shall
include Lessee, its heirs and representatives,
successors, and if this Lease shall be validly assigned
or sublet, shall include also Lessee's assignees or
sub-lessees, as to Premises covered by such assignment
or sublease. "Lessor" and "Lessee" include male and
female, singular and plural, corporation, partnership
or individual, as may fit the particular parties.
3
Exterior Signs 27. Lessee is given permission to erect its customary
sign used to identify itself on the front entrance
glass of the Premises provided any such sign by Lessee
shall be subject to and in conformity with all
applicable laws, zoning ordinances and building
restrictions or covenants of record and must be
approved by Lessor, based on the scaled drawing
provided by Lessee, before installation. In the event a
sign is erected by Lessee without Lessor's consent,
Lessor shall have the right to remove
said sign and charge the cost of such removal to Lease
as additional rent hereunder. Except upon prior written
consent from Lessor, in no event shall Lessee utilize
any portable or vehicular signs at the Premises. On or
before termination of this Lease Lessee shall remove
any sign this erected, and shall repair any damage or
disfurement, and close any holes, cause by such
removal.
Ad Valorem Taxes 28. Lessee herein is leasing 28,255 square feet of a
156,206 square foot building. Lessor will pay all ad
valorem taxes levied against the full 156,206 square
foot building each year of the Lease term or any
renewal hereof. Commencing in the year 1997 and during
each remaining year of the Lease term herein granted,
or any renewal hereof, Lessee, as additional rent,
shall reimburse Lessor for all sums paid by Lessor for
the above ad valorem taxes, pro rata, based on the
square footage occupied by the Lessee, in the 156,206
square foot building in excess of $12,714.75 (which
amount represents a good faith estimate of the fully
assessed tax xxxx on the Premises based on current tax
bills on similar buildings). Upon being notified by
Lessor of said pro rata amount of ad valorem taxes,
Lessee will remit same to Lessor within thirty (30)
days in the same manner as rent.
Use of Premises and 29. (A) Premises shall be used for storage and
Insurance distribution of medical products and related office
purposes. Premises shall not be used for any illegal
purposes, nor in any manner to create any nuisance or
trespass, nor in any manner to vitiate the insurance,
based on the above purposes for which the Premises are
leased.
(B) Lessee herein is leasing 28,255 square feet of
a 156,206 square foot building. Lessor will carry, at
Lessor's expense, "All Risk" Insurance Coverage on the
full 156,206 square foot building in an amount not less
than $3,000,000 or the full insurable value, whichever
is greater. The term "full insurable value" shall mean
the actual replacement cost, excluding foundation and
excavation costs, as determined by Lessor. Commencing
in the year 1997 and during each remaining year of the
Lease term herein granted, or any renewal hereof,
Lessee, as additional rent, shall reimburse Lessor for
all sums paid by Lessor the above coverage, pro rata,
based on the square footage occupied by the Lessee in
the 156,206 square foot building in excess of the
annual premium for said coverage for the year 1996,
unless such increases shall result of the
occupancy or use by any other tenant in
the building, in which case Lessee shall have no
obligation to pay any portion of such increase.
However, if such increases are the result of the
occupancy or use of Lessee or of the occupancy or use
by any sub-tenant or assignee of Lessee, Lessee shall
be responsible for the increase on the entire building.
Upon being notified by Lessor of said increased sums,
Lessee will remit to Lessor said amount within thirty
(30) days.
(C) Lessee will carry, at Lessee's own expense,
insurance coverage on all equipment, inventory,
fixtures, furniture, appliances and other personal
property on the Premises.
(D) Lessee shall procure, maintain and keep in
full force and effect at all times during the term of
this Lease and any renewal hereof, comprehensive public
liability insurance indemnifying Lessor and Lessee
against all claims and demands for injury to, or death
of, persons, or damage to property which may be claimed
to have occurred upon the Premises in an amount not
less than $2,000,000.00, per occurrence of coverage for
injury (including death) to one or more persons
attributable to a single occurrence and for property
damage.
To the full extent permitted by law, Lessor and
Lessee each waives all right of recovery against the
other for, and agrees to release the other from
liability for, loss or damage to the extent such loss
or damage is covered by valid and collectible insurance
in effect at the time of such loss or damage; provided
however, that the foregoing release by each party is
conditioned upon the other party's carrying insurance
with the above described waiver of subrogation, and if
such coverage is not obtained or maintained by either
party, then the other party's foregoing release shall
be deemed to be rescinded until such waiver is either
obtained or reinstated.
All insurance provided for in this Lease shall be
effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in
the state where the Premises are located. At least 15
days prior to the expiration date of any policy
procured by Lessee, the original renewal policy for
such insurance shall be delivered by the Lessee to the
Lessor. Within fifteen (15) days after the premium on
any such policy shall become due and payable, the
Lessor shall be furnished with satisfactory evidence of
its payment. The original policy or policies shall be
delivered to Lessor at the commencement of this Lease.
If the Lessee provides any insurance required by
this Lease in the form of a blanket policy, the Lessee
shall furnish satisfactory proof that such blanket
policy complies in all respects with the provisions of
this Lease, and that the coverage thereunder is at lest
equal to the coverage which would be provided under a
separate policy covering only the Premises.
If the Lessor so requires, the policies of
insurance provided for shall be payable to the holder
of any mortgage, as the interest of such holder may
appear, pursuant to a standard mortgage clause. All
such policies shall, to the extent obtainable provide
that any loss shall be payable to the Lessor or to the
holder of any mortgage notwithstanding any act or
negligence of the Lessee which might otherwise result
in forfeiture of such insurance. All such policies
shall, to the extent obtainable, contain an agreement
by the insurers that such policies shall not be
cancelled without a least thirty (30) days prior
written notice to the Lessor and to the holder of any
mortgage to whom loss hereunder may be payable.
Additional Charges 30. In addition to rent, Lessee shall pay monthly in
advance concurrent with rental payments, all applicable
State and Local Sales Tax on all sums due under this
Lease.
Radon Gas 31. Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in
sufficient quantities, may present health risks to
persons who are exposed to it over time.
Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida.
Additional information regarding radon and radon
testing may be obtained from your county public
health unit.
Grounds and
Common Area
Maintenance 32. Notwithstanding the provisions of Paragraph 6
herein above, Lessor shall provide all material,
equipment and labor for exterior landscape and grounds
maintenance for the Premises including mowing,
mulching, weeding, fertilizing, insecticiding, pruning,
routine replacement of trees and shrubbery, and other
landscaping, drainage, and irrigation system
maintenance. Lessor will also provide landscaping and
maintenance for right-of-way areas, and the common
irrigation and storm water management systems which
serve the Premises and Westside Industrial Park
("common area maintenance").
Commencing in the year 1997 and during each
remaining year of the Lease term herein granted, or any
renewal hereof. Lessee, as additional rent, shall
reimburse Lessor for all sums paid by Lessor for the
above grounds and common area maintenance, pro rata
based on the square footage occupied by the Lessee, in
the 156,206 square foot building in excess of the total
amount of grounds and common area maintenance payable
for the year 1996. Upon being notified by Lessor of
said pro rata amount of grounds and common area
maintenance, Lessee will remit same to Lessor within
thirty (30) days in the same manner as rent.
4
(Fla-MTN)
33. The building of which the Premises are a part
is served by one water meter. Lessor shall be billed by
the utility for all water consumed in building along
with related sewer charges, and Lessor shall promptly
pay said bills. Lessor shall, however, invoice Lessee
monthly for Lessee's share of such water and sewer
charges based on Lessee's portion of the leased space
in building, and Lessee shall promptly pay said bills.
If Lessee's consumption of water is increased by
"non-domestic" manufacturing, processing, or other
uses, exclusive of "domestic" uses such as office,
restroom, drinking fountain, or is increased by
"domestic" uses arising from occupancy by more than one
person per 2000 sq. ft. of leased floor area, Lessee's
share of water billed shall take such extra uses into
account. Conversely, if water use by any other occupant
of the building is increased by such "non-domestic" use
or "domestic" uses arising from occupancy exceeding one
person per 2000 sq. ft. of leased floor area, such
other occupant's billing shall take such extra use into
account. All other utilities will be separately
metered.
Attached hereto and incorporated herein by reference
are the following:
Addendum to Lease
Exhibit A - Legal Description
Exhibit B - Site Plan
Exhibit C - Building Specifications
THIS LEASE contains the entire agreement of the
parties hereto, and no representations, inducements,
promises or agreements, oral or otherwise, between the
parties, not embodied herein, shall be of any force or
effect.
If any term, covenant or condition of this Lease
or the application thereof to any person, entity or
circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the
application of such term, covenant or condition to
persons, entities or circumstances other than those
which or to which used may be held invalid or
unenforceable, shall not be affected thereby, and each
term, covenant or condition of this Lease shall be
valid and enforceable to the fullest extent permitted
by law.
IN WITNESS WHEREOF, the parties have hereunto set
their hands and seals, the day and year first above
written.
Signed, sealed and delivered Stone Mountain Industrial Park, Inc.
in the presence of: A Georgia Corporation
/s/ Xxxxx X Xxxxxx By: /s/ [ILLEGIBLE]
---------------------------------- ------------------------------------
Witness Title: Vice President
LESSOR (Corp. Seal)
Signed, sealed and delivered Xxxxxx-Field Health Products, Inc.
in the presence of: A Delaware Corporation
/s/ [ILLEGIBLE] By: /s/ Xxxxx Xxxxxxxx
---------------------------------- ------------------------------------
Witness Vice President, General Title: Chairman of the Board
Counsel Lessee
5
(Fla-MT)
ADDENDUM TO LEASE DATED APRIL 10, 1996
BETWEEN STONE MOUNTAIN INDUSTRIAL PARK, INC.
AND
XXXXXX-FIELD HEALTH PRODUCTS, INC.
34. SCHEDULE OF RENTS: Lessee shall pay to Lessor promptly on the first day of
each month during the term of this Lease, in advance and without demand or
offset:
$9,348.81 per month July 1, 1996 through August 31, 1999.
35. Provided that Lessee is not in default hereunder beyond applicable cure
periods and that Lessee has not sublet the entire Premises or assigned
this Lease or its rights hereunder, Lessee shall have the option to expand
into a larger available facility owned by Stone Mountain Industrial Park,
Inc. at any time during this Lease Term, and this Lease shall terminate
upon the commencement date of the lease for such larger facility.
36. Provided that Lessee is not in default hereunder beyond applicable cure
periods and that Lessee has not sublet the entire Premises or assigned
this Lease or its rights hereunder, Lessee shall not be responsible for
any increases in ad valorem taxes above a total of $0.65 per square foot
(so that Lessee's total responsibility will not exceed $0.20 per square
foot); or increases in insurance expense above a total of $0.07 per square
foot (so that Lessee's total responsibility will not exceed $0.02 per
square foot); or increases in CAM charges above a total of $0.14 per
square foot (so that Lessees total responsibility will not exceed $0.04
per square foot), during the original term of this Lease, provided such
increases are not due to Lessee's manner of use of the Premises or
improvements to the Premises.
37. Lessor warrants to Lessee that at the time of delivery of the Premises to
Lessee, the Premises shall be in compliance with all laws, ordinances and
codes generally applicable to the building of which the Premises are a
part, but excluding any such laws, ordinances and codes which may be
applicable to Lessee's manner of use of occupancy of the Premises. The
certificate of occupancy for the Premises shall permit use of the Premises
for warehouse purposes.
38. Provided that Lessee is not in default hereunder beyond applicable cure
periods and provided that Lessee has not sublet the entire Premises or
assigned this Lease or its rights hereunder, during the first twelve (12)
months of the term, Lessee shall have a "right of first offer" for all or
a portion of the expansion space adjacent to the Premises, consisting of
approximately 20,000 square feet, as more particularly shown on Exhibit B
(the "Additional Space"), on the terms and conditions of this paragraph.
If Lessor desires to offer all or any portion of the Additional Space for
lease, Lessor will deliver to Lessee a written notice specifying the terms
of the offer. Lessee will then have five (5) business days from the
delivery of such notice to accept the offer in writing to lease the
identical space as contained in the offer in accordance with terms of the
offer. Lessor and Lessee shall promptly enter into an amendment to this
Lease on all the same terms as this Lease, incorporating the rental terms
contained in Lessor's notice with respect to the Additional Space, and
adjusting other matters dependent upon the size of the new premises, such
as Lessee's share of the common area expenses, ad valorem taxes and
insurance premium payments. If Lessee fails to accept or rejects the offer
within the 5-day period, Lessor will be entitled to lease the space on the
same terms stated in the notice to Lessee; provided, however, that if
Lessor proposes to lease the Additional Space on more favorable terms to a
third-party, Lessor will again re-offer the Additional Space to Lessee on
such terms and Lessee shall respond to such offer in the time period
provided above. If Lessor does lease the space, the right granted Lessee
under this paragraph will automatically terminate. However, if Lessor does
not lease the space, the space will not subsequently be leased without
Lessors compliance with this paragraph. Time is of the essence of this
Lease.
39. Lessor warrants to Lessee that all materials and equipment incorporated
into the Premises will be new, and that the Premises will be of good
quality, free from faults and defects, and constructed substantially in
accordance with the Building Specifications attached hereto as Exhibit C
and hereby incorporated herein. Lessor hereby warrants all workmanship and
equipment installed by Lessor for a period of one (1) year from the
commencement of the term. To the extent the buildout of the Premises are
not totally completed at the time of delivery of the Premises to Lessee or
at commencement of the term, Lessor shall promptly complete such buildout
and repair or correct any "punchlist" items.
40. Lessor warrants to Lessee that, to the best of its knowledge, no hazardous
or toxic waste, contaminants, asbestos, oil, radioactive or other material
is located in, on or under the Premises, and the Premises, the building in
which the Premises is located, and the property on which the building is
constructed are in compliance with all applicable federal, state, and
local environmental laws, ordinances, rules and regulations.
41. Provided that Lessee is not in default hereunder beyond applicable cure
periods and that Lessee has not sublet the entire Premises or assigned
this Lease or its rights hereunder, Lessee shall have the one time option
to renew this Lease for an additional two (2) year Lease Term under the
same terms and conditions as herein set forth except that the monthly
rental rate shall be $9,652. Lessee shall provide Lessor with not less
than 180 days advance written notice of its intent to renew the Lease.
42. Should Lessee not renew this Lease as provided for in Paragraph 40 above
then Lessee shall pay to Lessor a one time payment of $27,000 for the cost
of improvements made by Lessor. Said payment shall be made not less than
180 days prior to the expiration of this Lease.
LEGAL DESCRIPTION
XXXX. 00
XXXXXXXX XXXXXXXXXX XXXX
A part of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 25 East, Xxxxx County
Florida, together with a portion of Xxxxxxx Land Company's Farms Subdivision as
recorded in Plat Book 5, page 93 of the current Public Records of Xxxxx County,
Florida, together with a portion of Xxxx 0, Xxxxxxxx Xxxxxxxxxx Xxxx Subdivision
as recorded in Plat Book 46, page 84A-E of the current Public Records of Xxxxx
County, Florida, and being more particularly described as follows:
Begin at the point of intersection of the northern right of way of Xxxxxxx
Drive (80 ft. r/w) and the eastern right of way of Bulls Bay Hwy. (var. r/w);
running thence along the eastern right of way of Bulls Bay Hwy. (var. r/w) N0
(degrees) 00'00" E a distance of 56.40 feet to a point; running thence along
said right of way N 08 (degrees) 05'34" W a distance of 437.96 feet to a point;
running thence and leaving said right of way S 90 (degrees) 00'00" E a distance
of 970.35 feet to a point; running thence S 0 (degrees) 00'00" E a distance of
473.62 feet to a point lying on the northern right of way of Xxxxxxx Drive (80
ft/ r/w); running thence along said right of way and a curve to the right (said
curve having a chord bearing of S 84 (degrees) 42'02" W, a chord distance of
177.33 feet, and a radius of 960.00 feet) an arc distance of 286.0l feet to a
point; running thence along said right of way N 90 (degrees) 00'00" W a distance
of 732.12 feet to a point and the TRUE POINT OF BEGINNING.
Said tract or parcel contains 10.5 acres and is more fully shown on that
Site Plan of Building 31 for Xxxxxxxx Construction Co., prepared by Xxxxx X.
Xxxxxxx, dated 12/01/94, last revised 12/27/94.
EXHIBIT "B"
[Site Plan]
Xxxxxx-Field
March 22, 1996
WESTSIDE INDUSTRIAL PARK
BUILDING SPECIFICATIONS - BUILDING NO. 31
XXXXXX-FIELD
GENERAL FACILITY DESCRIPTION
(a) Location: Building No. 31, 8291 Xxxxxxx Drive, Westside
Industrial Park, Jacksonville, Florida.
(b) Size & Overall
Dimensions: Approximately 28,255 sq. ft. including 1000 +/-
sq. ft. of office area with 24' minimum ceiling
clearance and 50' x 40' interior column spacing.
(c) Office: Approximately 1,000 +/- sq. ft. of centrally
heated and air conditioned office area at the
front of the premises. Offices will be built
according to a Floor Plan to be prepared by
Xxxxxxxx and mutually approved by Xxxxxx-Field and
Xxxxxxxx. (See Office Area Design & Finishes
section for additional detail)
(d) General
Conditions: Cost of design, supervision, permits, fees,
meters, temporary utilities, and other expenses
related to construction are included. All work
shall be being performed in a professional manner
by Xxxxxxxx Construction Corporation in accordance
with the applicable laws and regulations in effect
in Xxxxx County and the State of Florida. Special
water, sewer, environmental or other permits
related to Lessee's particular processes,
operations, or emissions are not included.
SITE WORK
(a) Landscape, Drainage,
& Irrigation: All surface water drains away from the building. A
landscape architect has designed landscaping for
the premises, which is being installed in
accordance with overall standards for Westside
Industrial Park.
(b) Automobile
Parking: Twenty (20) parking spaces paved with asphalt
along with required curb and gutter will be
provided.
(c) Truck Areas &
Access Drives: The 120' deep truck court area and all drives are
paved with 6" of concrete rated at 3,000.
(d) Curb & Gutter: Poured with 3,000 PSI concrete 18" x 6".
(e) Signs & Striping: Parking areas will receive single line painted
striping and handicap signs.
CONCRETE
(a) Foundations: All footings have been designed for 3,000 PSF soil
bearing pressure and will poured with 3,000 PSI
concrete.
(b) Slab on Grade:
(1) Five (5") inch thick 3,000 PSI concrete reinforced with synthetic
fibers. The surface will be steel trowel finished and floors will be
chemically cured and hardened with "Lapidolith". Subgrade will be
chemically treated for termite protection. Caulking of floor joints
is excluded.
(2) Column isolation joint will be non-keyed, diamond or round formed
with asphalt impregnated felt.
Xxxxxx-Field
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March 22, 1996
Page Four
(d) Floors:
(1) Offices: Carpeting with a $12.50/sq. yd. allowance or 12" x
12" x 1/8" vinyl composition tile as required.
(2) Restrooms: 4" x 4" ceramic tile.
(3) Production: Sealed concrete floor.
(e) Ceilings: Spaces scheduled to receive acoustical tile
ceiling system shall have exposed grid system, 24
inches by 48 inches, non-directional fissured
mineral board, 5/8 inch thickness, square edges,
exposed steel "T" runners, white painted finish.
Ceiling shall be insulated with 3-1/2" inch
fiberglass xxxxx.
(f) Warehouse Finishes:
(1) The personnel doors and frames will be painted - two coats.
(2) Warehouse walls and structural steel columns and beams will be
painted white.
(g) Millwork: Breakroom area shall be provided with base and/or
wall cabinets per office design.
(h) Exclusion: No provision has been made for raised computer
floor.
SPECIALTIES
(a) Toilet Partitions: Plastic laminate (wood particle board core) with
standard polish non-corrosive metal hardware.
(b) Toilet Room Accessories:
(1) Brushed stainless steel toilet room accessories manufactured by
Bobrick or equal shall be provided as follows:
(2) Combination semi-recessed paper towel dispenser and waste
receptacle: one each toilet room.
(3) Framed mirrors: one each lavatory except where unframed mirrors are
provided, sloped, handicapped type where required by Southern
Building Code.
(4) Handicapped grab bars: one pair each toilet.
(5) Soap dispenser: one (1) each toilet room.
(c) Fire Extinguishers:
(1) Fire extinguishers shall be provided as required by Southern
Building Code in both the warehouse and office.
(2) All fire extinguishers in finished office areas are to be located in
semi-recessed enameled steel cabinets with signage.
Xxxxxx-Field
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March 22, 1996
Page Five
EQUIPMENT
Dock Levelers: Two (2) 6' X 8' mechanical dock levelers with 16"
lips and rated for 20,000 pounds will be
installed.
PLUMBING
(a) Service Lines: A 2" water line with standard 2" meter connection
and 6" Schedule 40 PVC sewer line serve the
building. All systems and fixtures will be
designed in accordance with applicable Florida
codes. Domestic water piping above grade will be
copper. Restrooms will be provided as described
under Office Area Design and Finishes and will be
designed for handicapped accessibility as required
by code. Surcharges or tap on fees based on water
or sewage effluent quality or quantity are
excluded.
(b) Restrooms: Flush valve wall hung urinals and flush valve
floor mounted toilets will be provided.
(c) Water Coolers: One (1) wall mounted electric stainless steel, top
barrier free electric water cooler is included in
the office area.
(d) Sinks:
(1) Bathroom lavatories to be provided per plan.
(2) Breakroom - single compartment, stainless steel sink shall be
provided in breakroom vending area.
(e) Water
Closets: Standard floor mounted, low consumption, flush
valve, open front, elongated bowl, 17" rim height,
white, vitreous china (handicap per code).
(f) Urinals: Wall mounted, low consumption, flush valve, white,
vitreous china.
(g) Water Heater: Electric, 25 gallon (typical) hot water will be
provided to restrooms and sinks.
(h) Hose Bib: Bronze or brass, integral mounting flange.
FIRE PROTECTION
(a) Sprinkler A complete wet ESFR sprinkler system in accordance
System: with N.F.P.A. standards for a system. System shall
include yard mains, hose hydrants, interior hose
stations, sprinkler heads, and chrome pendant
heads will be used in the finished office area.
Office area to have 0.10 gpm per sq. ft. over most
remote 3,000 sq. ft. to Code.
(b) Fire Hydrants: Fire hydrants - will be provided per building
code.
(c) Exclusion: In-rack sprinkler, foam, etc. have not been
provided for.
HVAC/MECHANICAL
(a) Natural Gas: Natural gas supply will be provided to the
building with 2" - 2 psi entrance piping by the
gas utility company.
Xxxxxx-Field
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March 22, 1996
Page Six
(b) Office Area Heat and Cooling:
(1) A complete independent HVAC system shall be provided for the office
areas.
(2) The HVAC system shall be packaged units and mounted on the roof or
split systems with the condensers ground mounted. The units shall be
York, Trane, Carrier or equal.
(3) Air distribution will be by ceiling diffusers and controls with be
electric thermostats.
(4) An exhaust fan will be provided for each restroom.
(c) Warehouse Area
Heat: Suspended gas fired unit heaters will be provided.
Design will maintain 70 degrees fahrenheit at
outside temperature of 29 degrees fahrenheit.
ELECTRICAL
(a) Main
Service: 400 amp, 277/480 volt, three phase 4 wire main
service with dry type transformers serving 120/208
volt loads. Secondary distribution to panels for
lights, office outlets, office HVAC and other
building circuitry equipment is included.
Circuitry for and connection of Purchaser supplied
equipment is not included except as provided
below.
(b) Emergency
Lighting: Facility exits will be clearly marked and the
warehouse and office will have emergency light
fixtures, all according to State and local codes.
Approximately 10% of all fixtures will be quartz
restrike.
(c) Warehouse
Lighting: All warehouse lighting to be metal halide fixtures
suspended between the bar joists. Lighting levels
will be to 30' candles.
(d) Forklift
Disconnect: Two (2) 480 volt, 30 amp disconnects for
forklifts.
(e) Exterior
Lighting: Building mounted exterior flood lights will be
installed at the corners of the building and above
truck loading doors. Soffit lighting will
highlight the front entrance. Lighting to provide
1/2 - 1 f.c. and to be high pressure sodium.
(f) Offices:
(1) Lighting will be 2' x 4' lay in four tube 277 volt fixtures T8 lamps
with electronic ballast. Lighting to be controlled by motion
detector.
(2) Telephone wire ways include empty outlet boxes and conduit to above
finished ceiling. Telephone and data systems wiring and equipment
are excluded.
(3) 110 Volt convenience outlets per standard.
(g) Excluded: Tenant supplied security and monitoring system.
Xxxxxx-Field
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March 22, 1996
Page Three
(c) Aluminium Entrance Doors and Fixed Glass Frames:
(1) Entrance door frames shall be narrow style, extruded aluminum, with
electrostatically applied enamel finish in color selected by
Architect/Engineer.
(2) Fixed glass storefront framing system shall be extruded aluminum
sections with electrostatically applied enamel finish in color
selected by Architect/Engineer. Members shall be installed with
concealed fasteners.
(d) Glass and Glazing:
(1) All exterior glass shall be reflective, 1/4 inch minimum thickness,
double glazed, solar bronze, insulated. Installation shall be in
accordance with the recommendations of the manufacturers of the
glass and glazing materials.
(2) Interior sidelight glass shall be 1/4 inch clear glazing.
(e) Finish hardware:
(1) Locks and latch sets shall be heavy duty cylindrical case, brushed
aluminum finish as manufactured by Ruswin or equal. Lever handle
sets shall be installed as required by code.
(2) Door closures shall be surface mounted.
(3) Push, kick, and mop plates shall be stainless or brushed aluminum.
(4) Hinges shall be heavy duty, ball bearing at doors with closures, oil
bearing elsewhere. On exterior hardware provide non-removable hinge
pins.
(5) Office area to be keyed separate from warehouse.
FINISIIES
(a) General:
1,000+/- sq. ft. of office area will be provided per office plan and will
include 2 private offices, a reception area, a breakroom, and 2 single
stall bathrooms.
(b) Furring: The 8" concrete block office/warehouse demising wall will be
furred and finished with 5/8" gypsum board.
(c) Drywall: Interior office walls and the temporary expansion wall shall
be constructed as follows:
(1) Sheetrock shall be 5/8 inch thickness, tapered edges, fire rated,
where required. Corner beads to be metal and edge molding J type.
Finished height 9' - 0" and shall be screw applied and finished with
a ready mixed, all purpose joint compound. Fixture walls of toilet
rooms shall receive moisture resistant gypsum board.
(2) Standard metal studs shall be 3-5/8", 26 gauge electro-galvanized
steel, cold rolled C shaped, screw type, gauge as recommended by the
manufacturer for partition framing. Studs to be 24" on center.
(3) Restrooms to have 4" x 4" quarry tile floor to 9' - 0" ceiling
height.
Xxxxxx-Field
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March 22, 1996
Page Two
(3) Expansion joints at slab perimeter with asphalt impregnated
fiberboard, 5/8" thick.
(4) Control joints saw cut, 114 of slab depth, 1/8" wide, bisect bays.
(5) Construction joints will have smooth dowels every 18" on center.
(c) Dock Canopies: Seven (7) poured in place concrete canopies, one
over each dock door opening.
(d) Exterior
Stairways: Concrete stairways lead from warehouse area to
truck court.
(e) Excluded: Striping, caulking, granular fill.
MASONRY
(a) Exterior Walls: Exterior walls will be four inch brick backed with
eight inch (8") concrete masonry unit.
(b) Interior Walls: Interior warehouse/office and demising walls will
be constructed with concrete masonry unit (12" x
8" x 16"). Control joints will be filled with one
layer 5/8" thick asphalt impregnated felt.
STRUCTURAL SYSTEM/METALS
(a) Structural Steel: Structural steel beams, columns and joists (column
spacing 40' x 40') including perimeter beams at
the eave line and wind columns as required. The
structural steel frame will be designed dead load
of 25 lbs. per square foot and a live load of 20
lbs. per square foot.
(b) Steel Joists: Designed for dead load of 25 lbs. per square foot
and live load of 20 lbs. per square foot and
Seismic Zone 1. Bridging will be 1" x 1" x 7/67".
MOISTURE PROTECTION
(a) The roof deck is galvanized steel deck (0.5" deep) covered with a flood
coat of lightweight insulating aggregate concrete with 1" polystyrene
board embedded in the flood coat along with two inches of additional
insulating concrete above the polystyrene board. The insulating concrete
will be covered with a 4 ply, smooth surface, fiberglass built-up roof
membrane topped with light tan pea gravel. The roof system is designed to
provide an "U" Factor of approximately 10 as calculated in accordance with
the Energy Efficiency Code. Gutters and downspouts are shop cooled
galvanized steel, 24 gauge.
DOORS AND WINDOWS
(a) Overhead Dock
Height Truck
Doors: Seven (7) each 10' (w) x 10' (h) doors are to be
provided at each truck door. Each truck door is a
24 gauge steel, high lift truck door with 13 gauge
angle mounted track.
(b) Wood Doors: Flush, solid core, 36" x 84", 1-3/4" thickness,
birch veneer face, stain grade doors shall be
provided for all interior office spaces.
