Lease/vision

EARTH CITY INDUSTRIAL
OFFICE/WAREHOUSE LEASE AGREEMENT


THIS LEASE, made this 19th day of August, 1996, by and between the Owner of the leased premises, Louis Siegfried Corporation, (hereinafter referred to as "Landlord") and EXPRESS SCRIPTS. INC. (hereinafter referred to as "Tenant");


WITNESSETH:


1. LEASED PREMISES. Landlord hereby demises and leases to Tenant that certain space known and numbered as 3801 ULTRA - COMP DRIVE, Earth City, Missouri 63045, which space contains approximately 21,216 square feet of space, as depicted on Exhibit "A", attached hereto and made a part hereof (hereinafter referred to as the "Premises"), plus the use of all Common Areas in and about Landlord's building, and the real estate thereunder (hereinafter referred to as the "Property"). Tenant shall have exclusive use during the term of this Lease of the existing parking area in the front (west) of the building, consisting of thirty-seven (37) parking spaces more or less, and of the existing asphalt paved area and loading docks in the rear (east) of the building, which Tenant shall stripe and maintain for automobile parking.


Landlord shall deliver possession of the Premises to Tenant on October 15, 1996, in clean, "broom swept condition", with all existing personal property, furniture, equipment, debris and trash removed. All building systems, including the mechanical, electrical, HVAC, plumbing, dock doors, dock levelers and dock bumpers shall be in working order and free of defects known to Landlord as that date. Except for the foregoing, Tenant has inspected the Premises and accepts the same in its present "AS IS" condition. Tenant further acknowledges that Landlord has made no representations to Tenant with respect to any alterations, repairs or improvements to be constructed within the Premises.


Landlord hereby grants to Tenant, for the term of this Lease, a non-exclusive pedestrian and vehicular access easement across the Property to and from any and all public rights of way.


2. USE. The Premises shall be used only for the purpose of general offices, laboratory, research, storing and shipping materials, products and merchandise made and/or distributed by Tenant. Outside storage including, without limitation, drop shipments, dock storage, trucks and other vehicles, is prohibited without Landlord's prior written consent. Tenant shall obtain, at Tenant's sole cost and expense, any and all licenses and permits necessary for Tenant's contemplated use of the Premises. Tenant shall comply with all existing and future governmental laws, ordinances and regulations applicable to the use of the Premises, as well as all requirements of Landlord's insurance carrier. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, nor take any other action which would constitute a nuisance or which would disturb or endanger any third-party tenants of the Property, or unreasonably interfere with such third-party tenants' use of their respective space. Tenant shall not receive, store or otherwise handle any product, material or merchandise which is explosive or highly inflammable, Tenant shall comply with all statutes, ordinances, rules, codes, regulations and requirements of any federal, state, municipal or other governmental or quasi-governmental authority with respect to any hazardous materials (as such term is defined from time to time by any governmental or regulatory authority) which are stored, produced, manufactured, treated, or disposed of by Tenant within the Premises; and Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all liabilities or claims by reason of any injury to persons or damage to property arising out of the discharge, disbursement, release, or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, hazardous materials, liquid or gasses, waste materials or other irritants, contaminants or pollutants into or about the Premises or Property, which originate from any products stored, produced, manufactured, treated, or disposed of by Tenant within the Premises. The aforesaid indemnification and defenses shall survive the term of this Lease.


3. TERM. The term of this Lease shall be FIVE (5) years and ONE (1) month commencing on the 15TH day of October, 1996, and expiring on the 14TH day of NOVEMBER, 2001, both inclusive.


4. RENT. Tenant shall pay the following Base Rent and Additional Rent (hereinafter collectively referred to as "Rent") during the term of this Lease, in advance, on the first day of each calendar month commencing November 15, 1996, or as otherwise set forth in this Lease, without set off or deduction, at the office of Landlord. In the event any Rent is due for a partial calendar month or year, the Rent shall be prorated to reflect that portion of the lease term within such month or year. All accrued Rent shall survive the lease term.


(a) BASE. Tenant shall pay to Landlord, as Base Rent, the sum of ONE HUNDRED FORTY THOUSAND AND NO/100'S ($140,000.00) Dollars, per year, payable in equal monthly installments of ELEVEN THOUSAND SIX HUNDRED SIXTY-SEVEN AND NO/100'S ($11,667.00) Dollars each.


(i) TAXES. Tenant shall pay all levies, taxes, assessments, liens, licenses, permit fees and any other governmental charges, which at any time during the term of this Lease may be levied, assessed, imposed or charged upon or with respect to the Property, any improvements existing or subsequently constructed on the Property, and any trade-fixtures, furnishings, equipment or other personal property placed or located on the Property whether or not the same are owned by Tenant (hereinafter collectively referred to as "Taxes") and deliver a copy of the paid tax receipt to Landlord. Taxes shall not include any income, estate, succession, capital, levy or profits tax assessed against Landlord on the Property, unless the same are levied in lieu of a charge which would otherwise be a Tax, payable under this Section. Notwithstanding the aforesaid, if any Tax shall be levied, assessed, imposed, charged or becomes a lien during the term of this Lease, then Tenant shall only be required to pay


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that portion of said Tax which is equal to the portion of the period which falls within the term of this Lease. If Landlord shall make any actual use of any part of the Property during the term of the Lease, including leasing any portion thereof to another tenant, then taxes shall be prorated between Tenant and Landlord and/or any other tenant(s) based on the number of square feet in the Premises and the total number of square feet of building constructed on the Property ("Tenant's Pro Rata Share").


(ii) INSURANCE. Tenant shall maintain in full force and effect throughout the term of this Lease policies providing "all risk" insurance coverage protecting against physical damage (including, but not limited to, fire lighting, extended coverage perils, vandalism, sprinkler leakage, water damage, collapse, and other special extended peril(s) to the extend of 100% of the replacement cost of the building and all improvements, fixtures, trade fixtures, equipment, inventory and other personal property delivered to Tenant with the Property. Tenant shall also secure and maintain throughout the term of this Lease broad form comprehensive or commercial general liability insurance, in an occurrence form, insuring Landlord and Tenant jointly against any liability (including bodily injury, property damage and contractual liability) arising out of Tenant's use or occupancy of the Property, with a combined single limit of not less than $1,000,000.00, or for a greater amount as may be reasonably required by Landlord from time to time. All such policies shall be of a form and content satisfactory to Landlord; and Landlord shall be named as an additional insured on all such policies or, in the case of commercial general liability insurance, as loss payee. All policies shall be with companies licensed to do business in the State of Missouri, and rate A+:XV in the most current issue of Best's Key Rating Guide. Tenant shall furnish Landlord with certificates of all policies at least ten (10) days prior to occupancy; and further, such policies shall provide that not less than thirty (30) days written notice be given to Landlord before any such policies are canceled or substantially changed to reduce the insurance provided thereby. All such policies shall be primary and non-contributing with or in excess of any insurance carried by Landlord. Tenant shall not do any act which may make void or voidable any insurance on the Property. In the event Tenant fails to carry the required insurance set forth in this Section, Landlord shall have the right to either terminate this Lease subject to the notice and rights to cure provisions contained herein, or secure such insurance on behalf of Tenant. In the event Landlord secures such insurance, Tenant shall reimburse Landlord as additional Rent all cost of such insurance within thirty (30) days after receipt of Landlord's invoice. If Landlord shall make any actual use of any part of the Property, including leasing any portion thereof to another tenant, the Tenant shall insure only the Premises and such other portion of the Property over which Tenant has an exclusive right to use and shall contribute Tenant's Pro Rata Share of insurance carried by Landlord or another tenant for areas of the Property used by Tenant in common with Landlord and/or another Tenant(s).


5. LATE CHARGE. In the event Tenant is late in the payment of any Rent or other charge due Landlord, Tenant shall pay a late charge for Landlord's increased administrative expenses, which late charge shall be payable as Additional Rent, and shall be equal to five (5%) percent of the outstanding amounts owed Landlord.


6. UTILITIES. Landlord agrees to supply water, gas, electricity, sewer and telephone connections to the Premises; but Tenant shall pay for the use of all such gas, electricity, and telephone services, and any other utilities and/or services used by Tenant within the Premises, together with any taxes, penalties, surcharges or the like pertaining thereto. Tenant shall be liable for all maintenance and equipment with respect to the continued operation of such utilities including, without limitation, all electric light bulbs, tubes and starters. In the event any such utilities are not separately metered, Tenant shall pay to Landlord a portion of the cost of such utilities reasonably determined by Landlord's independent engineer. Landlord shall not be liable for any interruption or failure of any utility servicing the Property.


7. LANDLORD'S REPAIRS AND MAINTENANCE. Landlord, at Landlord's sole cost and expense, shall maintain, repair and replace, if necessary, the structural portions of the building located on the Premises, including but not limited to the roof, floors, exterior walls, gutters, downspouts and to the extent required to maintain the weather tight integrity of the same. Notwithstanding the aforesaid, in the event any such maintenance or repairs are caused by the negligence of Tenant or Tenant's employees, agents or invitees, Tenant shall reimburse to Landlord, as Additional Rent, the cost of all such maintenance and repairs within thirty (30) days after receipt of Landlord's invoice for same. For purposes of this Section, the term "exterior walls" shall not include windows, plate glass, office doors, dock doors, dock bumpers, office entries, or any exterior improvement made by Tenant. Landlord reserves the right to designate all sources of services in connection with Landlord's obligations under this Lease. Tenant hereby grants to Landlord the right to enter upon the Premises, at reasonable times during normal business hours, and upon reasonable notice, except in emergencies exclusively determined by Landlord, for the purpose of making inspections and/or repairs. Tenant shall have the duty to periodically inspect the Premises and notify Landlord should Tenant observe a need for repairs or maintenance of any obligation to be performed by Landlord under this Lease. Upon receipt of Tenant's notice, Landlord shall have a reasonable period of time to make such repairs or maintenance; however, it is expressly understood that Landlord's liability with respect to the failure or delay to make any such repairs or maintenance shall be limited to the cost of such repairs or maintenance.


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8. TENANT'S REPAIRS AND MAINTENANCE. Tenant, at Tenant's sole cost and expense, shall have the affirmative duty to periodically inspect, maintain, service, repair and replace, if necessary, all portions of the Premises which are not expressly the responsibility of Landlord including, but not limited to, any windows, plate glass, office doors, dock doors, office entries, interior walls and finish work, floors and floor coverings, water heaters, electrical systems and fixtures, sprinkler systems, dock bumpers, branch plumbing and fixtures, and pest extermination. In addition thereto, Tenant shall keep the exterior of the Premises and the dock area servicing the Premises in a clean and sanitary condition, and shall keep the common parking areas, driveways and loading docks free of Tenant's debris. Tenant shall further be responsible for all common area maintenance of the parking lot, lawns, shrubbery, landscaping, sidewalks and snow removal. Tenant shall not store materials waste or pallets outside of the Premises, and shall timely arrange for the removal and/or disposal of all pallets, crates and refuge owned by Tenant which cannot be disposed of in the dumpster servicing the Property. If Landlord shall make any actual use of any part of this Property, including leasing any portion thereof to another tenant, the responsibility for maintenance of any common areas of parking lots, lawns, shrubbery, landscaping, sidewalks and snow removal shall revert to Landlord, and Tenant shall pay Tenant's Pro Rata Share of such costs.


Tenant shall have the affirmative duty to periodically inspect, maintain, service, repair and/or replace the heating, ventilating and air conditioning (HVAC) system which exclusively services the Premises, in a manner and as often as is reasonably required to keep said system operating properly and efficiently. In the event said HVAC system requires repairs or replacement during the lease term, or any extension thereto, Tenant shall make such repairs or replacement at Tenant's sole cost and expense. Landlord represents that, as of the commencement date of the lease, the existing HVAC system will be in good working order.


Upon the expiration or earlier termination of this Lease, Tenant shall return the Premises to Landlord in substantially the same condition as when received, reasonable wear and tear accepted including but not limited to the removal of all roof penetrations and restoration of the roof and ceiling. Tenant shall perform all repairs and maintenance in a good and workmanlike manner, using materials and labor of the same character, kind and quality as originally employed within the Property; and all such repairs and maintenance shall be in compliance with all governmental and quasi-governmental laws, ordinances and regulations, as well as all requirements of Landlord's insurance carrier. In the event Tenant fails to properly perform any such repairs or maintenance within a reasonable period of time following notice by Landlord to Tenant of this need thereof, Landlord shall have the option to perform such repairs on behalf of Tenant, in which event Tenant shall reimburse to Landlord, as Additional Rent, the costs thereof within thirty (30) days after receipt of Landlord's invoice for same.


9. ALTERATIONS. Tenant shall not make any alterations, additions or improvements to the Premises or Property without the prior written consent of Landlord which shall not be unreasonably withheld. Notwithstanding the aforesaid, Tenant, at Tenant's sole cost and expense, may install trade fixtures as Tenant may deem necessary, so long as such trade fixtures do not penetrate or disturb the structural integrity and support provided by the roof, exterior walls or subfloors. All such trade fixtures shall be constructed and/or installed by contractors approved by Landlord, in a good and workmanlike manner, and in compliance with all applicable governmental and quasi-governmental laws, ordinances and regulations, as well as all requirements of Landlord's insurance carrier.


Upon the expiration or earlier termination of this Lease, Tenant shall remove all alterations, additions or improvements installed by Tenant within the Premises; and, upon such removal, Tenant shall restore the Premises to a condition substantially similar to that condition when received by Tenant. However, notwithstanding the aforesaid, upon Landlord's written election which shall be made within sixty (60) days prior to the termination of this Lease, such alterations, additions and improvements shall revert to Landlord and shall remain within the Premises. In no event shall Landlord have any right to any of Tenant's trade fixtures; and, except as otherwise set forth in this Lease, Tenant may remove such trade fixtures upon the termination of this Lease, provided Tenant repairs any damage caused by such removal.


10. DESTRUCTION. If the Premises or the Property are damaged in whole or in part by casualty so as to render the Premises untenantable, and if the damages cannot be repaired within one hundred eighty (180) days from the date of said casualty, this Lease shall terminate as of the date of such casualty. If the damages can ...