Exhibit 10.13
Vital Health Technologies, Inc.
Form 10-KSB
File No. 000-15243
LEASE
ARTICLE 1. LEASE TERMS
1.1 LANDLORD AND TENANT. This lease ("Lease") is entered into
this 23rd day of August, 1999 by and between CSM PROPERTIES,
INC., a Minnesota corporation, ("Landlord") and VITAL HEALTH
TECHNOLOGIES, L.L.C., a Minnesota limited liability corporation,
("Tenant").
1.2 PREMISES. Landlord hereby rents, leases, lets and demises to
Tenant the following described property ("Premises"), as
illustrated on the site plan attached hereto as EXHIBIT A:
approximately 2,054 square feet of office space in the CENTRE
POINTE OFFICE BUILDING located at 0000-0000 Xxxxxx Xxxxxx Xxxxx
in Roseville, Minnesota, and consisting of approximately 12,515
square feet ("Building"). A floor plan of the Premises and a
description of improvements to be constructed are attached hereto
as EXHIBITS B and C.
1.3 LEASE TERM. The term of this Lease shall commence on October
1, 1999 "Commencement Date") and shall terminate sixty (60)
months thereafter on September 30, 2004, ("Lease Term") unless
sooner terminated as hereinafter provided. In the event that
Tenant does not vacate the Premises upon the expiration or
termination of this Lease, Tenant shall be a tenant at will for
the holdover period and all of the terms and provisions of this
Lease shall be applicable during that period, except that Tenant
shall pay Landlord as base rental for the period of such holdover
an amount equal to two (2) times the base rent which would have
been payable by Tenant had the holdover period been a part of the
original term of this Lease, together with all additional rent as
provided in this Lease. Tenant agrees to vacate and deliver the
Premises to Landlord upon Tenant's receipt of notice from
Landlord to vacate. The rental payable during the holdover period
shall be payable to Landlord on demand. No holding over by
Tenant, whether with or without the consent of Landlord, shall
operate to extend the term of this Lease.
1.4 BASE RENT. Base Rent is:
Months Monthly Base Rent Per Sq. Ft.
1-60 $2,182.38 $12.75
1.5 PERMITTED USE: General office
1.6 SECURITY DEPOSIT: Two Thousand, One Hundred Eighty-two and
38/100 Dollars ($2,182.38).
1.7 PRO-RATA SHARE: Sixteen and 41 /100 percent (16.41%),
subject to adjustment as provided in
Section 2.2 hereof,
1.8 ADDRESSES.
LANDLORD'S ADDRESS: TENANT'S ADDRESS:
CSM PROPERTIES, INC. VITAL HEALTH TECHNOLOGIES,INC.
0000 XXXXXXXXXX XXX. X. 0000 XXXXXX XXXXXX XX. X.
XXXXX 000 XXXXXXXXX, XX 00000
XX. XXXX, XX 00000-0000
(000) 000-0000
ARTICLE 2. RENT, OPERATING EXPENSES AND SECURITY DEPOSIT
2.1 BASE RENT. Tenant agrees to pay monthly as base rent during
the term of this Lease the sum of money set forth in Section 1.4
of this Lease, which amount shall be payable to Landlord at the
address shown above. One monthly installment shall be due and
payable on or before the Commencement Date; provided, if the
Commencement Date should be a date other than the first day of a
calendar month, the monthly rental set forth above shall be
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prorated to the end of that calendar month, and all succeeding
installments of rent shall be due and payable on or before the
first day of each succeeding calendar month during the term of
this Lease. Tenant shall pay, as additional rent, all other sums
due under this Lease.
Notwithstanding anything in this Lease to the contrary, if
Landlord, for any reason whatsoever (other than Tenant's
default), cannot deliver possession of the Premises to the Tenant
on the Commencement Date, this Lease shall not be void or
voidable, nor shall Landlord be liable for any loss or damage
resulting therefrom, nor shall the expiration of the term be
extended, but all rent shall be abated until Landlord delivers
possession.
2.2 OPERATING EXPENSES. Tenant shall also pay as additional
rent Tenant's pro rata share of the operating expenses of
Landlord for the Building. Landlord may invoice Tenant monthly
for Tenant's pro rata share of the estimated operating expenses
for each calendar year, which amount shall be adjusted from time-
to-time by Landlord based upon anticipated operating expenses and
shall be due at the same time base rent is due. Within six (6)
months following the close of each calendar year, Landlord shall
provide Tenant an accounting showing in reasonable detail the
computations of additional rent due under this Section. In the
event the accounting shows that the total of the monthly payments
made by Tenant exceeds the amount of additional rent due by
Tenant under this Section, the accounting shall be accompanied by
evidence of a credit to Tenant's account. In any event the
accounting shows that the total of the monthly payments made by
Tenant is less than the amount of additional rent due by Tenant
under this Section, the accounting shall be accompanied by an
invoice for the additional rent. Notwithstanding any other
provisions in this Lease, during the year in which this Lease
terminates, Landlord, prior to the termination date, shall have
the option to invoice Tenant for Tenant's pro rata share of the
operating expenses based upon the previous year's operating
expenses. If this Lease shall terminate on a day other than the
last day of a calendar year, the amount of any additional rent
payable by Tenant applicable to the year in which the termination
shall occur shall be prorated on the ratio that the number of
days from the commencement of the calendar year to and including
such termination date bears to 365. Except as otherwise provided
herein, Tenant agrees to pay any additional rent due under this
section within ten (10) days following receipt of the invoice or
accounting showing additional rent due. Tenant's pro rata share
set forth in Section 1.7 shall, subject to reasonable adjustment
by Landlord, be equal to a percentage based upon a fraction, the
numerator of which is the total area of the Premises as set forth
in Article 1 and the denominator of which shall be the net
rentable area of the Building, as the same may change from time
to time.
2.3 DEFINITION OF OPERATING EXPENSES. The term "operating
expenses" includes all expenses incurred by Landlord with respect
to the maintenance and operation of the Building, including, but
not limited to, the following: maintenance, repair and
replacement costs; electricity, fuel, water, sewer, gas and other
common Building utility charges; equipment used for maintenance
and operation of the Building; operational expenses; exterior
window washing and janitorial services; trash and snow removal;
landscaping and pest control; management fees, wages and benefits
payable to employees of Landlord whose duties are directly
connected with the operation and maintenance of the Building; all
services, supplies, repairs, replacements or other expenses for
maintaining and operating the Building or project including
parking and common areas; improvements made to the Building which
are required under any governmental law or regulation that was
not applicable to the Building at the time it was constructed;
installation of any device or other equipment which improves the
operating efficiency of any system within the Premises and
thereby reduces operating expenses; all other expenses which
would generally be regarded as operating, repair, replacement and
maintenance expenses; all real property taxes and installments of
special assessments, including dues and assessments by means of
deed restrictions and/or owners' associations which accrue
against the Building during the term of this Lease and legal fees
incurred in connection with actions to reduce the same; and all
insurance premiums Landlord is required to pay or deems necessary
to pay, including fire and extended coverage, and rent loss and
public liability insurance, with respect to the Building.
2.4 INCREASE IN INSURANCE PREMIUMS. If an increase in any
insurance premiums paid by Landlord for the Building Is caused by
Tenant's use of the Premises or if Tenant vacates the Premises
and causes an increase in such premiums, then Tenant shall pay as
additional rent the amount of such increase to Landlord.
2.5 SECURITY DEPOSIT. The security deposit set forth in Section
1.6 shall be held by Landlord for the performance of Tenant's
covenants and obligations under this Lease, it being expressly
understood that the security deposit shall not be considered an
advance payment of rental or a measure of Landlord's damage in
case of default by Tenant. Upon the occurrence of any event of
default by Tenant or breach by Tenant of Tenant's covenants under
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this Lease, Landlord may, from time to time, without prejudice to
any other remedy, use the security deposit to the extent
necessary to make good any arrears of rent, or to repair any
damage or injury, or pay any expense or liability incurred by
Landlord as a result of the event of default or breach of
covenant, and any remaining balance of the security deposit shall
be returned by Landlord to Tenant upon termination of this Lease.
If any portion of the security deposit is so used or applied,
Tenant shall, upon ten (10) days written notice from Landlord,
deposit with Landlord by cash or cashier's check an amount
sufficient to restore the security deposit to its original
amount.
ARTICLE 3. OCCUPANCY AND USE
3.1 USE. Tenant warrants and represents to Landlord that the
Premises shall be used and occupied only for the purpose as set
forth in Section 1.5. Tenant shall occupy the Premises, conduct
its business and control its agents, employees, invitees and
visitors in such a manner as is lawful, reputable and will not
create a nuisance. Tenant shall not permit any operation which
emits any odor or matter which intrudes into other portions of
the Building or otherwise interferes with, annoys or disturbs any
other lessee in its normal business operations or Landlord in its
management of the Building. Tenant shall not permit any waste on
the Premises to be used in any way which would, in the opinion of
Landlord, be extra hazardous on account of fire or which would,
in any way, increase or render void the fire insurance on the
Building.
3.2 SIGNS. No sign of any type or description shall be erected,
placed or painted in or about the Premises or Building which are
visible from the exterior of the Premises, except those signs
submitted to Landlord in writing, and which signs are in
conformance with Landlord's sign criteria attached hereto as
EXHIBIT D.
3.3 COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Tenant, at
Tenant's sole cost and expense, shall comply with all laws,
ordinances, orders, rules and regulations of state, federal,
municipal or other agencies or bodies having jurisdiction over
the use, condition or occupancy of the Premises. Tenant will
comply with the reasonable rules and regulations of the Building
adopted by Landlord. Landlord shall have the right at all times
to change and amend the rules and regulations in any reasonable
manner as may be deemed advisable for the safety, pare,
cleanliness, preservation of good order and operation or use of
the Building or the Premises. All rules and regulations of the
Building will be sent by Landlord to Tenant in writing and shall
thereafter be carried out and observed by Tenant.
3.4 WARRANTY OF POSSESSION. Landlord warrants that it has the
right and authority to execute this Lease, and Tenant, upon
payment of the required rents and subject to the terms,
conditions, covenants and agreements contained in this Lease,
shall have possession of the Premises during the full term of
this Lease as well as any extension or renewal thereof. Landlord
shall not be responsible for the acts or omissions of any other
lessee or third party that may interfere with Tenant's use and
enjoyment of the Premises.
3.5 RIGHT OF ACCESS. Landlord or its authorized agents shall, at
any and all reasonable times, have the right to enter the
Premises to inspect the same, to show the Premises to prospective
purchasers, lessees, mortgagees, insurers or other interested
parties, and to alter, improve or repair the Premises or any
other portion of the Building. Tenant hereby waives any claim for
damages for injury or inconvenience to or interference with
Tenant's business, any loss of occupancy or use of the Premises,
and any other loss occasioned thereby. Tenant shall not change
Landlord's lock system or in any other manner prohibit Landlord
from entering the Premises. Landlord shall have the right to use
any and all means which Landlord may deem proper to open any door
in an emergency without liability therefor. Tenant shall permit
Landlord to erect, use, maintain and repair pipes, cables,
conduits, plumbing, vents and wires in, to and through the
Premises as often and to the extent that Landlord may now or
hereafter deem to be necessary or appropriate for the proper use,
operation and maintenance of the Building.
ARTICLE 4. UTILITIES AND ACTS OF OTHERS
4.1 BUILDING SERVICES. Tenant shall pay when due, all
charges for utilities furnished to or for the use or benefit of
Tenant or the Premises. Tenant shall have no claim for rebate of
rent on account of any interruption in service.
4.2 THEFT OR BURGLARY. Landlord shall not be liable to Tenant
for losses to Tenant's property or personal injury caused by
criminal acts or entry by unauthorized persons into the Premises
or the Building.
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ARTICLE 5. REPAIRS AND MAINTENANCE
5.1. LANDLORD REPAIRS. Landlord shall not be required to make
any improvements, replacements or repairs of any kind or
character to the Premises or the Building during the term of this
Lease except as are set forth in this Section. Landlord shall
maintain only the roof, foundation, parking and common areas, the
structural soundness of the exterior walls, doors, corridors, and
other structures serving the Premises, provided, that Landlord's
cost of maintaining, replacing and repairing the items set forth
in this Section are operating expenses subject to the additional
rent provisions in Section 2.2 and 2.3. Landlord shall not be
liable to Tenant, except as expressly provided in this Lease, for
any damage or inconvenience, and Tenant shall not be entitled to
any abatement or reduction of rent by reason of any repairs,
alterations or additions made by Landlord under this Lease.
5.2 TENANT REPAIRS. Tenant shall, at all times throughout the
term of this Lease, including renewals and extensions, and at its
sole expense, keep and maintain the Premises in a clean, safe,
sanitary and first class condition and in compliance with all
applicable laws, codes, ordinances, rules and regulations.
Tenant's obligations hereunder shall include, but not be limited
to, the maintenance, repair and replacement, if necessary, of all
heating, ventilation, air conditioning, lighting and plumbing
fixtures and equipment, fixtures, motors and machinery, all
interior walls, partitions, doors and windows, including the
regular painting thereof, all exterior entrances, windows, doors
and docks and the replacement of all broken glass. When used in
this provision, the term " r I epaires " shall include
replacements or renewals when necessary, and all such repairs
made by the Tenant shall be equal in quality and class to the
original work. The Tenant shall keep and maintain all portions of
the Premises and the sidewalk and areas adjoining the same in a
clean and orderly condition, free of accumulation of dirt,
rubbish, snow and ice. If Tenant fails, 'refuses or neglects to
maintain or repair the Premises as required in this Lease after
notice shall have been given Tenant, in accordance with this
Lease, Landlord may make such repairs without liability to Tenant
for any loss or damage that may accrue to Tenant's merchandise,
fixtures or other property or to Tenant's business by reason
thereof, and upon completion thereof, Tenant shall pay to
Landlord all costs plus fifteen percent (15%) for overhead
incurred by Landlord in making such repairs upon presentation to
Tenant of xxxx therefor.
5.3. TENANT DAMAGES. Tenant shall not allow any damage to be
committed on any portion of the Premises or Building or common
areas, and at the termination of this Lease, by lapse of time or
otherwise, Tenant shall deliver the Premises to Landlord in as
good condition as existed at the Commencement Date of this Lease,
ordinary wear and tear excepted. The cost and expense of repairs
necessary to restore the condition of the Premises shall be borne
by Tenant.
ARTICLE 6. ALTERATIONS AND IMPROVEMENTS
6.1 LANDLORD IMPROVEMENTS. Landlord will complete the
construction of the improvements to the Premises in accordance
with plans and specifications agreed to by Landlord and Tenant
attached hereto as EXHIBITS B and C. Within seven (7) days of
receipt of final working drawings, Tenant shall execute a copy of
the final working drawings and, if applicable, change orders
setting forth the amount of any costs to be borne by Tenant. In
the event Tenant fails to execute the final working drawings and
change orders within the seven (7) day period, Landlord may, at
its sole option, declare this Lease cancelled or notify Tenant
that the Base Rent shall commence on the completion date even
though the improvements to be constructed by Landlord may not be
complete. Any changes or modifications to the approved plans and
specifications shall be made and accepted by written change
orders or agreement signed by Landlord and Tenant and shall
constitute an amendment to this Lease.
6.2 TENANT IMPROVEMENTS. After the completion of the Landlord
improvements, Tenant shall not make or, allow to be made any
alterations or physical additions in or to the Premises without
first obtaining the written consent of Landlord, which consent
may not be unreasonably denied. Any alterations, physical
additions or improvements to the Premises made by Tenant shall at
once become the property of Landlord and shall be surrendered to
Landlord upon the termination of this Lease; provided, however,
Landlord, at its option, may require Tenant to remove any
physical additions and/or repair any alterations in order to
restore the Premises to the conditions existing at the time
Tenant took possession, all costs of removal and/or alterations
to be borne by Tenant. This clause shall not apply to moveable
equipment or furniture owned by Tenant, which may be removed by
Tenant at the end of the term of this Lease if Tenant is not then
in default and if such equipment and furniture are not subject to
any other rights, liens and interests of Landlord.
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ARTICLE 7.CASUALTY AND INSURANCE
7.1 CASUALTY LOSS.
A. Total Destruction. If all of the Premises, the Building or
the Project are totally destroyed by fire or any other type of
casualty ("Casualty"), then this Lease shall terminate at the
option of either Landlord or Tenant by written notice to the
other party within sixty (60) days following the date of
Casualty, and the Rent shall be abated for the unexpired portion
of the Lease effective as of the date of Casualty.
B. Partial Destruction. If the Premises is partially damaged by
Casualty, and if the Premises are damaged to such extent that the
damage cannot, in Landlord's reasonable judgment, be rebuilt or
repaired economically (taking into account the time necessary
to. receive any insurance proceeds and using normal construction
methods without overtime or other premium) within two hundred
(200) business days after the date of Casualty, then this Lease
shall terminate at the option of Landlord or Tenant by written
notice to the other party within sixty (60) days following the
date of Casualty, and the Rent shall be abated for the unexpired
portion of the Lease effective as of the date of Casualty.
Notwithstanding anything contained herein to the contrary, if the
Premises or the Building is partially damaged by Casualty and
either (i) insurance proceeds are not made available to Landlord
or are inadequate for restoration, or (ii) repair or restoration
of the same would not be economically prudent in Landlord's
reasonable determination, then Landlord shall have the right to
terminate this Lease by written notice to Tenant within sixty
(60) days following the date of Casualty, and the Rent shall be
abated for the unexpired portion of the Lease effective as of the
date of Casualty.
C. Restoration Obligations. If this Lease is not terminated
pursuant to Section 7.1.A. or 7.11.13 above, then Landlord shall,
at its sole expense, proceed with reasonable diligence, subject
to delays beyond he reasonable control of Landlord, to rebuild or
repair the Premises (exclusive of improvements, alterations or
changes thereto made or paid for by Tenant), the Building or
other improvements within the Project to as near the condition in
which they existed immediately prior to the date of Casualty as
reasonably possible. If the Premises are to be rebuilt or
repaired and are untenantable in whole or in part following the
Casualty, and the Casualty was not caused or contributed to by
the actions or omissions of Tenant, its agents, employees,
contractors, customers or invitees, then the Rent payable under
this Lease during the period for which the Premises are
untenantable shall be abated in proportion to the areas of the
Premises rendered untenantable (as reasonably and equitably
determined by Landlord) from the date of Casualty until
restoration is completed by Landlord.
D. Insurance Proceeds. Tenant hereby waives any right in or
claim to the proceeds of any policy of insurance maintained by
Landlord under this Lease. If any insurance proceeds are
recoverable on account of any Casualty affecting the Premises,
the Building or Project, then Tenant agrees that as between this
Lease and any recorded mortgage, deed of trust or other
instrument presently existing or hereafter created covering
Landlord's interest in all or part of the Premises, Building or
the Project, and all increases, refinancings, extensions,
renewals, amendments and modifications thereof (collectively,
"Mortgage"), the terms of such Mortgage shall govern and be
determinative relative to the payment and disposition of such
proceeds. Notwithstanding anything contained herein to the
contrary, if the holder of a Mortgage purchases or acquires
Landlord's interest in the Premises, Building or Project by
foreclosure sale or deed in lieu thereof, then such holder shall
not be bound by the restoration obligations set forth in this
Section 7 and shall have the right to apply or dispose of any
insurance proceeds recoverable under insurance maintained by
Landlord under this Lease pursuant to the terms of such Mortgage.
7.2 PROPERTY INSURANCE. Landlord shall not be obligated in any
way or manner to insure any personal property (including, but not
limited to, any furniture, machinery, goods or supplies) of
Tenant upon or within the Premises, any fixtures installed or
paid for by Tenant upon or within the Premises, or any
improvements which Tenant may construct on the Premises. Tenant
shall maintain property insurance on its personal property and
shall also maintain plate glass insurance. Tenant shall have no
right in or claim to the proceeds of any policy of insurance
maintained by Landlord even if the cost of such insurance is
borne by Tenant as set forth in Article 2.
7.3 WAIVER OF SUBROGATION. Anything in this Lease to the
contrary withstanding, Landlord and Tenant hereby waive and
release each other of and from any and all right of recovery,
claim, action or cause of action, against each other, their
agents, officers and employees, for any loss or damage that may
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occur to the Premises, the improvements of the Building or
personal property within the Building, by reason of fire or the
elements, regardless of cause or origin, including negligence of
Landlord or Tenant and their agents, officers and employees.
Landlord and Tenant agree immediately to give their respective
insurance companies which have issued policies of insurance
covering all risk of direct physical loss, written notice of the
terms of the mutual waivers contained in this Section.
7.4 HOLD HARMLESS. Landlord shall not be liable to Tenant's
employees, agents, invitees, licensees or visitors, or to any
other person, for an injury to person or damage to property on or
about the Premises caused by any act or omission of Tenant, its
agents, servants or employees, or of any other person entering
upon the Premises under express or implied invitation by Tenant,
or caused by the improvements located on the Premises becoming
out of repair, the failure or cessation of any service provided
by Landlord (including security service and devices), or caused
by leakage of gas, oil, water or steam or by electricity
emanating from the Premises. Tenant agrees to indemnify and hold
harmless Landlord of and from any loss, attorney's fees, expenses
or claims arising out of any such damage or injury.
7.5 PUBLIC LIABILITY INSURANCE. Tenant shall, during the term
hereof, keep in full force and effect at its expense a policy or
policies of public liability insurance with respect to the
Premises and the business of Tenant, on terms and with companies
approved in writing by Landlord, in which both Tenant and
Landlord shall be covered by being named as insured parties under
reasonable limits of liability not less than $1,000,000, or such
greater coverage as Landlord may reasonably require, combined
single limit coverage for injury or death. Such policy or
policies shall provide that thirty (30) days' written notice must
be given to Landlord prior to cancellation thereof. Tenant shall
furnish evidence satisfactory to Landlord at the time this Lease
is executed that such coverage is in full force and effect.
ARTICLE 8. CONDEMNATION
8.1 SUBSTANTIAL TAKING. If all or a substantial part of the
Premises is taken for any public or quasi-public use under any
governmental law, ordinance or regulation, or by right of eminent
domain or by purchase in lieu thereof, and the taking would
prevent or materially interfere with the use of the Premises for
the purpose for which it is then being used, this Lease shall
terminate and the rent shall be abated during the unexpired
portion of this Lease effective on the date physical possession
is taken by the condemning authority. Tenant shall have no claim
to the condemnation award or proceeds in lieu thereof, except
that Tenant shall be entitled to a separate award for the cost of
removing and moving its personal property.
8.2 PARTIAL TAKING. If all or a substantial part of the Premises
are taken for any public or quasi-public use under any
governmental law, ordinance or regulation, or by right of eminent
domain or by purchase in lieu thereof, and this Lease is not
terminated as provided in Section 8.1 above, the rent payable
under this Lease during the unexpired portion of the term shall
be adjusted to such an extent as may be fair and reasonable under
the circumstances.
Tenant shall have no claim to the condemnation award or proceeds
in lieu thereof, except that Tenant shall be entitled to a
separate award for the cost of removing and moving its personal
property.
ARTICLE 9. ASSIGNMENT OR SUBLEASE
9.1 LANDLORD ASSIGNMENT. Landlord shall have the right to sell,
transfer or assign, in whole or in part, its rights and
obligations under this Lease and in the Building. Any such sale,
transfer or assignment shall operate to release Landlord from any
and all liabilities under this Lease arising after the date of
such sale, assignment or transfer.
9.2 TENANT ASSIGNMENT. Tenant shall not assign, in whole or in
part, this Lease, or allow it to be assigned, in whole or in
part, by operation of law or otherwise (including without
limitation by transfer of a majority interest of stock, merger,
or dissolution, which transfer of majority interest of stock,
merger or dissolution shall be deemed an assignment) or mortgage
or pledge the same, or sublet the Premises, in whole or in part,
without the prior written consent of Landlord, and in no event
shall said such assignment or sublease ever release Tenant or any
guarantor from any obligation or liability hereunder.
Notwithstanding anything in this Lease to the contrary, in the
event of any assignment or sublease, any option or right of first
refusal granted to Tenant shall not be assignable by Tenant to
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any assignee or sublessee. No assignee or sublessee of the
Premises or any portion thereof may assign or sublet the Premises
or any portion thereof.
9.3 CONDITIONS OF ASSIGNMENT. If Tenant desires to assign or
sublet all or any part of the Premises, it shall so notify
Landlord at least thirty (30) days in advance of the date on
which Tenant desires to make such assignment or sublease. Tenant
shall provide Landlord with a copy of the proposed assignment or
sublease and such information as Landlord might request
concerning the proposed sublessee or assignee to allow Landlord
to make informed judgments as to the financial condition,
reputation, operations and general desirability of the proposed
sublessee or assignee. Within fifteen (15) days after Landlord's
receipt of Tenant's proposed assignment or sublease and all
required information concerning the proposed sublease or
assignee, Landlord shall have the following options: (1) cancel
this Lease as to the Premises or portion thereof proposed to be
assigned or sublet; (2) consent to the proposed assignment or
sublease, and, if the rent due and payable by any assignee or
sublessee under any such permitted assignment or sublease (or a
combination of the rent payable under such assignment or sublease
plus any bonus or any other consideration or any payment incident
thereto) exceeds the rent payable under this Lease for such
space, Tenant shall pay to Landlord all such excess rent and
other excess consideration within ten 0 0) days following receipt
thereof by Tenant; or (3) refuse, in its sole and absolute
discretion and judgement, to consent to the proposed assignment
or sublease, which refusal shall be deemed to have been exercised
unless Landlord gives Tenant written notice providing otherwise.
Upon the occurrence of an event of default, if all or any part of
the Premises are then assigned or sublet, Landlord, in addition
to any other remedies provided by this Lease or provided by law,
may, at its option, collect directly from the assignee or
sublessee all rents becoming due to Tenant by reason of the
assignment or sublease, and Landlord shall have a security
interest in all properties on the Premises to secure payment of
such sums. Any collection directly by Landlord from the assignee
or sublessee shall not be construed to constitute a novation or a
release of Tenant or any guarantor from the further performance
of its obligations under this Lease.
9.4 RIGHTS OF MORTGAGE. Tenant accepts this Lease subject and
subordinate to any recorded mortgage presently existing or
hereafter created upon the Building and to all existing recorded
restrictions, covenants, easements and agreements with respect to
the Building. Landlord is hereby irrevocably vested with full
power and authority to subordinate Tenant's interest under this
Lease to any first mortgage lien hereafter placed on the
Premises, and Tenant agrees upon demand to execute additional
instruments subordinating this Lease as Landlord may require. If
the interests of Landlord under this Lease shall be transferred
by reason of foreclosure or other proceedings for enforcement of
any first mortgage or deed of trust on the Premises, Tenant shall
be bound to the transferee (sometimes called the "Purchaser") at
the option of the Purchaser, under the terms, covenants and
conditions of this Lease for the balance of the term remaining,
including any extensions or renewals, with the same force and
effect as if the Purchaser were Landlord under this Lease, and,
if requested by the Purchaser, Tenant agrees to attorn to the
Purchaser, including the first mortgagee under any such mortgage
if it be the Purchaser, as its Landlord. Notwithstanding the
foregoing, Tenant shall not be disturbed in its possession of the
Premises so long as Tenant is not in default hereunder.
9.5 TENANT'S STATEMENT. Tenant agrees to furnish, from time to
time, within ten (10) days after receipt of a request from
Landlord or Landlord's mortgagee, a statement certifying, if
applicable, the following: Tenant is in possession of the
Premises; the Premises are acceptable; the Lease is in full force
and effect; the Lease is unmodified; Tenant claims no present
charge, lien, or claim or offset against rent; the rent is paid
for the current month, but is not prepaid for more than one month
and will not be prepaid for more than one month in advance; there
is no existing default by reason of some act or omission by
Landlord; and such other matters as may be reasonably required by
Landlord or Landlord's mortgagee. Tenant's failure to deliver
such statement, in addition to being a default under this Lease,
shall be deemed to establish conclusively that this Lease is in
full force and effect except as declared by Landlord, that
Landlord is not in default of any of its obligations under this
Lease, and that Landlord has not received more than one month's
rent in advance. Tenant agrees to furnish, from time to time,
within ten (10) days after receipt of a request from Landlord, a
current financial statement of Tenant, certified as true and
correct by Tenant.
ARTICLE 10. LANDLORD'S LIEN AND SECURITY AGREEMENT
10.1 LANDLORD'S LIEN. As security for payment of rent,
damages and all other payment required to be made by this Lease,
Tenant hereby grants to Landlord a lien upon all property of
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Tenant now or subsequently located upon the Premises. If Tenant
abandons or vacates any substantial portion of the Premises or is
in default in the payment of any rentals, damages or other
payments required to be made by this Lease or is in default of
any other provision of this Lease, Landlord may enter upon the
Premises, by picking or changing locks if necessary, and take
possession of all or any part of the personal property, and may
sell all or any part of the personal property at a public or
private sale, in one or successive sales, with or without notice,
to the highest bidder for cash, and, on behalf of Tenant, sell
and convey all or part of the personal property to the highest
bidder, delivering to the highest bidder all of Tenant's title
and interest in the personal property sold. The proceeds of the
sale of the personal property shall be applied by Landlord toward
the reasonable costs and expenses of the sale, including
attorney's fees, and then toward the payment of all sums then due
by Tenant to Landlord under the terms of this Lease. Any excess
remaining shall be paid to Tenant or any other person entitled
thereto by law.
10.2 SECURITY AGREEMENT. This Lease is intended as and
constitutes a security agreement within the meaning of the
Uniform Commercial Code of the state in which the Premises are
situated. Landlord, in addition to the rights prescribed in this
Lease, shall have all of the rights, titles, liens and interests
in and to Tenant's property, now or hereafter located upon the
Premises, which may be granted a secured party, as that term is
defined under the Uniform Commercial Code, to secure to Landlord
payment of all sums due and the full performance of all Tenant's
covenants under this Lease. Tenant will on request execute and
deliver to Landlord a financing statement for the purpose of
perfecting Landlord's security interest under this Lease or
Landlord may file this Lease or a copy thereof as a financing
statement. Unless otherwise provided by law and for the purpose
of exercising any right pursuant to this Section, Landlord and
Tenant agree that reasonable notice shall be met if such notice
is given by ten (10) days written notice, certified mail, return
receipt requested, to Landlord or Tenant at the addresses
specified herein.
ARTICLE 11. DEFAULT AND REMEDIES
11.1 DEFAULT BY TENANT. The following shall be deemed to be
events of default ("Default") by Tenant under this Lease: (1)
Tenant shall fail to pay when due any installment of rent or any
other payment required pursuant to this Lease; (2) Tenant shall
abandon any substantial portion of the Premises; (3) Tenant shall
fail to comply with any term, provision or covenant of this
Lease, other than the payment of rent, and the failure is not
cured within ten (10) days after written notice to Tenant; (4)
Tenant shall file a petition or an involuntary petition is filed
against Tenant; or Tenant becomes insolvent under any applicable
federal or state bankruptcy or insolvency law; or Tenant admits
that it cannot meet its financial obligations as they become due;
or a receiver or trustee shall be appointed for all or
substantially all of the assets of Tenant; or Tenant shall make a
transfer in fraud of creditors or shall make an assignment for
the benefit of creditors; or (5) Tenant shall do or permit to be
done any act which results in a lien being filed against the
Premises or the Building and/or project of which the Premises are
a part.
In the event that an order for relief is entered in any case
under Title 11, U.S.C. (the "Bankruptcy Code") in which Tenant is
the debtor and: (A) Tenant as debtor-in-possession, or any
trustee who may be appointed in the case (the "Trustee") seeks to
assume the lease, then Tenant, or Trustee if applicable, in
addition to providing adequate assurance described in applicable
provisions of the Bankruptcy Code, shall provide adequate
assurance to Landlord of Tenant's future performance under the
Lease by depositing with Landlord a sum equal to the lesser of
twenty-five percent (25%) of the rental and other charges due for
the balance of the Lease term or six (6) months' rent
("Security"), to be held (without any allowance for interest
thereon) to secure Tenant's obligation under the Lease, and (B)
Tenant, or Trustee if applicable, seeks to assign the Lease after
assumption of the same, then Tenant, in addition to providing
adequate assurance described in applicable provisions of the
Bankruptcy Code, shall provide adequate assurance to Landlord of
the proposed assignee's future performance under the Lease by
depositing with Landlord a sum equal to the Security to be held
(without any allowance or interest thereon) to secure performance
under the Lease. Nothing contained herein expresses or implies,
or shall be construed to express or imply, that Landlord is
consenting to assumption and/or assignment of the Lease by
Tenant, and Landlord expressly reserves all of its rights to
object to any assumption and/or assignment of the Lease. Neither
Tenant nor any Trustee shall conduct or permit the conduct of any
"fire", "bankruptcy", "going out of business" or auction sale in
or from the Premises.
11.2 REMEDIES FOR TENANT'S DEFAULT. Upon the occurrence of a
Default as defined above, Landlord may elect either (i) to cancel
and terminate this Lease and this Lease shall not be treated as
an asset of Tenant's bankruptcy estate, or (ii) to terminate
Tenant's right to possession only without cancelling and
terminating Tenant's continued liability under this Lease.
Notwithstanding the fact that initially Landlord elects under (H)
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to terminate Tenant's right to possession only, Landlord shall
have the continuing right to cancel and terminate this Lease by
giving three (3) days' written notice to Tenant of such further
election, and shall have the right to pursue any remedy at law or
in equity that may be available to Landlord. In the event of
election under (ii) to terminate Tenant's right to possession
only, Landlord may, at Landlord's option, enter the Premises and
take and hold possession thereof, without such entry into
possession terminating this Lease or releasing Tenant in whole or
in part from Tenant's obligation to pay all amounts hereunder for
the full stated term. Upon such reentry, Landlord may remove all
persons and property from the Premises and such property may be
removed and stored in a public warehouse or elsewhere at the cost
and for the account of Tenant, without becoming liable for any
loss or damage which may be occasioned thereby. Such reentry
shall be conducted in the following manner: without resort to
judicial process or notice of any kind if Tenant has abandoned or
voluntarily surrendered possession of the Premises; and,
otherwise, by resort to judicial process. Upon and after entry
into possession without termination of the Lease, Landlord may,
but is not obligated to, relet the Premises, or any part thereof,
to any one other than the Tenant, for such time and upon such
terms as Landlord, in Landlord's sole discretion, shall
determine. Landlord may make alterations and repairs to the
Premises to the extent deemed by Landlord necessary or desirable
to relet the Premises.
Upon such reentry, Tenant shall be liable to Landlord as follows:
A. For all attorneys' fees incurred by Landlord in connection
with exercising any remedy hereunder;
B. For the unpaid installments of base rent, additional rent or
other unpaid sums which were due prior to such reentry,
including interest and late payment fees, which sums shall
be payable immediately.
C. For the installments of base rent, additional rent, and
other sums falling due pursuant to the provisions of this
Lease for the period after reentry during which the Premises
remain vacant, including late payment charges and interest,
which sums shall be payable as they become due hereunder.
D. For all expenses incurred in releasing the Premises,
including leasing commissions, attorneys' fees, and costs of
alteration or repairs, which shall be payable by Tenant as
they are incurred by Landlord; and
E. While the Premises are subject to any new lease or leases
made pursuant to this Section, for the amount by which the
monthly installments payable under such new lease or leases
is less than the monthly installment for all charges payable
pursuant to this Lease, which deficiencies shall be payable
monthly.
Notwithstanding Landlord's election to terminate Tenant's right
to possession only, and notwithstanding any reletting without
termination, Landlord, at any time thereafter, may elect to
terminate this Lease, and to recover (in lieu of the amounts
which would thereafter be payable pursuant to the foregoing, but
not in diminution of the amounts payable as provided above before
termination), as damages for loss of bargain and not as a
penalty, an aggregate sum equal to the amount by which the rental
value of the portion of the term unexpired at the time of such
election is less than an amount equal to the unpaid base rent,
percentage rent, and additional rent and all other charges which
would have been payable by Tenant for the unexpired portion of
the term of this Lease, which deficiency and all expenses
incident thereto, including commissions, attorneys' fees,
expenses of alterations and repairs, shall be due to Landlord as
of the time Landlord exercises said election, notwithstanding
that the term had not expired. If Landlord, after such reentry,
leases the Premises, then the rent payable under such new lease
shall be conclusive evidence of the rental value of the unexpired
portion of the term of this Lease.
If this Lease shall be terminated by reason of bankruptcy or
insolvency of Tenant, Landlord shall be entitled to recover from
Tenant or Tenant's estate, as liquidated damages for loss of
bargain and not as a penalty, the amount determined by the
immediately preceding paragraph.
11.3 LANDLORD'S RIGHT TO PERFORM FOR ACCOUNT OF TENANT. If
Tenant shall be in Default under this Lease, Landlord may cure
the Default at any time for the account and at the expense of
Tenant. If Landlord cures a Default on the part of Tenant, Tenant
shall reimburse Landlord upon demand for any amount expended by
Landlord in connection with the cure, including, without
limitation, attorneys' fees and interest.
11.4 INTEREST, ATTORNEY'S FEES AND LATE CHARGE. In the event
of a Default by Tenant: (1) if a monetary default, interest shall
accrue on any sum due and unpaid at the rate of the lesser of
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eighteen percent (18%) per annum or the highest rate permitted by
law and, if Landlord places in the hands of an attorney the
enforcement of all or any part of this Lease, the collection of
any rent due or to become due or recovery of the possession of
the Premises, Tenant agrees to pay Landlord's costs of
collection, including reasonable attorney's fees for the services
of the attorney, whether Suit is actually filed or not. Other
remedies for nonpayment of rent notwithstanding, if the monthly
rental payment or any other payment due from Tenant to Landlord
is not received by Landlord on or before the fifth (5th) day of
the month for which the rent is due, a late payment charge of
five percent (5%) of such past due amount shall become due and
payable in addition to such amounts owed under this Lease.
11.5 ADDITIONAL REMEDIES, WAIVERS, ETC.
A. The rights and remedies of Landlord set forth herein shall
be in addition to any other right and remedy now and
hereafter provided by law. All rights and remedies shall be
cumulative and not exclusive of each other. Landlord may
exercise its rights and remedies at any times, in any order,
to any extent, and as often as Landlord deems advisable
without regard to whether the exercise of one right or
remedy precedes, concurs with or succeeds the exercise of
another.
B. A single or partial exercise of a right or remedy shall not
preclude a further exercise thereof, or the exercise of
another right or remedy from time to time.
C. No delay or omission by Landlord in exercising a right or
remedy shall exhaust or impair the same or constitute a
waiver of, or acquiescence to, a Default.
D. No waiver of Default shall extend to or affect any other
Default or impair any right or remedy with respect thereto.
E. No action or inaction by Landlord shall constitute a waiver
of Default.
F. No waiver of a Default shall be effective unless it is in
writing and signed by Landlord.
ARTICLE 12. RELOCATION
12.1 RELOCATION OPTION. In the event Landlord determines to
utilize the Premises for other purposes during the term of this
Lease, Tenant agrees to relocate to another space in the Building
designated by Landlord, provided such other space is of equal or
larger size than the Premises.
12.2 EXPENSES. Landlord shall pay all out-of-pocket expenses
of any such relocation, including the expenses of moving and
reconstruction of all Tenant furnished and Landlord furnished
improvements. In the event of such relocation, this Lease shall
continue in full force and effect without any change in the terms
and conditions of this Lease, but with the new location
substituted for the old location set forth in Section 1.2 of this
Lease.
ARTICLE 13. AMENDMENT AND LIMITATION OF WARRANTIES
13.1 ENTIRE AGREEMENT. IT IS EXPRESSLY AGREED BY TENANT, AS A
MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS
LEASE, WITH THE SPECIFIC REFERENCES TO WRITTEN EXTRINSIC
DOCUMENTS, IS THE ENTIRE AGREEMENT OF THE PARTIES: THAT THERE
ARE, AND WERE, NO VERBAL REPRESENTATIONS, WARRANTIES,
UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING
TO THIS LEASE OR TO THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC
DOCUMENTS NOT INCORPORATED IN WRITING IN THIS LEASE.
13.2 AMENDMENT. THIS LEASE MAY NOT BE ALTERED, WAIVED,
AMENDED OR EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY
LANDLORD AND TENANT.
13.3 LIMITATION OF WARRANTIES. LANDLORD AND TENANT EXPRESSLY
AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF
MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE
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OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, AND THERE ARE NO
WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS
LEASE.
ARTICLE 14. MISCELLANEOUS
14.1 SUCCESSORS AND ASSIGNS. This Lease shall be binding
upon and inure to the benefit of Landlord and Tenant and their'
respective heirs, personal representatives, successors and
assigns. It is hereby covenanted and agreed that should
Landlord's interest in the Premises cease to exist for any reason
during this Lease, then notwithstanding the happening of such
event this Lease nevertheless shall remain unimpaired and in full
force and effect, and Tenant hereunder agrees to attorn to the
then owner of the Premises.
14.2 USE OR RENT TAX. If applicable in the jurisdiction
where the Premises are issued, Tenant shall pay and be liable for
all rental, sales and use taxes or other similar taxes, if any,
levied or imposed by any city, state, county or other
governmental body having authority, such payments to be in
addition to all other payments required to be paid to Landlord
under the terms of this Lease. Any such payment shall be paid
concurrently with the payment of the rent, additional rent,
operating expenses or other charge upon which the tax is based as
set forth above.
14.3 ACT OF GOD. Landlord shall not be required to perform
any covenant or obligation in this Lease, or be liable in damages
to Tenant, so long as the performance or non-performance of the
covenant or obligation is delayed, caused or prevented by an act
of God, force majeure or by Tenant.
14.4 HEADINGS. The section headings appearing in this Lease
are inserted only as a matter of convenience and in no way
define, limit, construe or describe the scope or intent of any
Section.
14.5 NOTICE. All rent and other payments required to be made
by Tenant shall be payable to Landlord at the address set forth
in Section 1.8. All payments required to be made by Landlord to
Tenant shall be payable at the address set forth in Section 1.8,
or at any other address within the United States as Tenant may
specify from time to time by written notice. Any notice or
document required or permitted to be delivered by the terms of
this Lease shall be deemed to be delivered (whether or not
actually received) when deposited in the United States Mail,
postage prepaid, certified mail, return receipt requested,
addressed to the parties at the respective addresses set forth in
Section 1.8.
14.6 TENANT'S AUTHORITY. If Tenant executes this Lease as a
corporation, each of the persons executing this Lease on behalf
of Tenant does hereby personally represent and warrant that
Tenant is a duly authorized and existing corporation, that Tenant
is qualified to do business in the state in which the Premises
are located, that the corporation has full right and authority to
enter into this Lease, and that each person signing on behalf of
the corporation is authorized to do so. In the event any
representation or warranty is false, all persons who execute this
lease shall be liable, individually, as Tenant.
14.7 HAZARDOUS SUBSTANCES. Tenant, its agents or employees,
shall not bring or permit to remain on the Premises or Building
any asbestos, petroleum or petroleum products, explosives, toxic
materials, or substances defined as hazardous wastes, hazardous
materials , or hazardous substances under any federal, state, or
local law or regulation ("Hazardous Materials"). Tenant's
violation of the foregoing prohibition shall constitute a
material breach and default hereunder and Tenant shall indemnify,
hold harmless and defend Landlord from and against any claims,
damages, penalties, liabilities, and costs (including reasonable
attorney fees and court costs) caused by or arising out of (i) a
violation of the foregoing prohibition by Tenant or (ii) the
presence of any Hazardous Materials on, under, or about the
Premises or the Building during the term of the Lease caused by
or arising, in whole or in part, out of the actions of Tenant,
its agents or employees. Tenant shall clean up, remove, remediate
and repair any soil or ground water contamination and damage
caused by the presence and any release of any Hazardous Materials
in, on, under or about the Premises or the Building during the
term of the Lease caused by or arising, in whole or in part, out
of the actions of Tenant, its agents or employees, in conformance
with the requirements of applicable law. Tenant shall immediately
give Landlord written notice of any suspected breach of this
paragraph; upon learning of the presence of any release of any
Hazardous Materials, and upon receiving any notices from
governmental agencies pertaining to Hazardous Materials which may
affect the Premises or the Building. The obligations of Tenant
hereunder shall survive the expiration or earlier termination,
for any reason, of this Lease.
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14.8 SEVERABILITY. If any provision of this Lease or the
application thereof to any person or circumstances shall be
invalid or unenforceable to any extent, the remainder of this
Lease and the application of such provisions to other persons or
circumstances shall not be affected thereby and shall be enforced
to the greatest extent permitted by law.
14.9 LANDLORD'S LIABILITY. If Landlord shall be in default
under this Lease and, if as a consequence of such default, Tenant
shall recover a money judgment against Landlord, such judgment
shall be satisfied only out of the right, title and interest of
Landlord in the Building as the same may then be encumbered and
neither Landlord nor any person or entity comprising Landlord
shall be liable for any deficiency. In no event shall Tenant have
the right to levy execution against any property of Landlord nor
any person or entity comprising Landlord other than its interest
in the Building as herein expressly provided.
14.10 BROKERAGE. Landlord and Tenant each represents and
warrants to the other that there is no obligation to pay any
brokerage fee, commission, finder's fee or other similar ,charge
in connection with this Lease. Each party covenants that it will
defend, indemnify and hold harmless the other party from and
against any loss or liability by reason of brokerage or similar
services alleged to have been rendered to, at the instance of, or
agreed upon by said indemnifying party. Notwithstanding anything
herein to the contrary, Landlord and Tenant agree that there
shall be no brokerage fee or commission due on expansions,
options or renewals by Tenant.
14.11 MANAGEMENT AGENT. Landlord hereby notifies Tenant that
the person authorized to execute this Lease and manage the
Premises is CSM Corporation, a Minnesota corporation, which has
been appointed to act as the agent in leasing management and
operation of the Building for Landlord and is authorized to
accept service of process and receive or give receipts for
notices and demands on behalf of Landlord. Landlord reserves the
right to change the identity and status of its duly authorized
agent upon written notice to Tenant.
14.12 SUBMISSION OF LEASE. Submission of this Lease to Tenant
for signature does not constitute a reservation of space or an
option to lease. This Lease is not effective until execution by
and delivery to both Landlord and Tenant.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease
effective the day and year first above written.
LANDLORD TENANT
CSM PROPERTIES, INC. VITAL HEALTH TECHNOLOGIES, INC
BY:/s/ By:/s/
ITS: V.P. ITS: President
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Exhibit A
[Diagram]
Exhibit B
[Diagram]
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EXHIBIT C
OUTLINE SPECIFICATION FOR
VITAL HEALTH
CENTER POINTE XXXXXX
XXX Xxxxxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx
Office area- 2,100 S.F.
Prepared by: CSM Corporation
August 12, 1999 Drawing date: 8/10/99
1. EXTERIOR FINISHES
1.1 Shell Construction
Exterior shell shall be structural steel and insulated metal
framed walls with brick accents on front facia exposures.
Interior elevations shall be plain exposed gypsum board.
1.2 Glass and Glazing
Exterior window systems shall be thermally broken aluminum
storefront glazing units with thermal insulated, solar xxxx
glass. 1" building standard horizontal aluminum mini blinds are
included at main level windows are part of the building shell
constructions.
1.3 Roof and Structure
Shell building structure is structural steel and barjoist
construction with a steel roof deck and a single ply EPDM
membrane, insulated roof system.
2. INTERIOR FINISHES
2.1 Ceilings
Ceilings throughout the office areas shall be 2'x4' with
Xxxxxxxxx Second Look II acoustical ceiling tile or equivalent
installed in the building standard exposed grid system at a
height of 10'-0" above finished concrete floor. Ceiling grid and
tiles shall be white. The ceiling grid will be installed
continuous throughout the suite.
2.2 Floor
The typical floor finish in office area shall be carpet. A
carpet allowance of $13.50 per square yard is included for direct
glue installation. A 4" matching carpet base is included
throughout the office. In areas with vinyl floor tile a 4" vinyl
cove base in the tenants selected colors, shall be provided.
Toilet rooms shall receive Dal Title (group 1, group 2 colors) or
equivalent, a 4'-4" high wainscot of ceramic title on plumbing
wall and wall adjacent to toilet only. The floor in the entry
vestibule shall receive Dal Tile (group 1, group 2 colors) or
equivalent quarry tile with matching quarry tile base.
2.3 Walls
Typically, interior partition walls throughout the suite will be
constructed of 3-5/8" metal studs at 24" on center with one
layer, each side of 5/8" drywall and shall extend to the
underside of the acoustical ceiling grid. Exterior walls in
finished areas shall be furred out, insulated, and reveived one
layer 5/8" drywall. Partition walls in demising locations as
shown on the plan, shall be built to the underside of the
structural deck above, to maintain a one-hour fire rating. All
walls to deck will include insulation in the stud cavity. Toilet
room walls shall be built to 12 foot A.F.F. and will include
insulation in the stud cavity.
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