Standard Warehouse Lease

STANDARD WAREHOUSE LEASE


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TABLE OF CONTENTS TO
STANDARD WAREHOUSE LEASE


ARTICLE 1 - LEASED PREMISES, TERM AND USE


Section (a)Premises..................................................1 Section (b)Term......................................................1 Section (c)Use.......................................................1 Section (d)Option to Renew...........................................1 Section (e)Surrender.................................................1 Section (f)Holdover..................................................2


ARTICLE 2 - DATE ON WHICH RENT BEGINS


Section (a)Commencement Date.........................................2


ARTICLE 3 - RENTAL


Section (a)Base Rent.................................................2 Section (b)Taxes.....................................................2 Section (c)Triple Net Lease..........................................3 Section (d)Insurance.................................................3


ARTICLE 4 - UTILITIES AND SERVICE


Section (a)Utilities.................................................3


ARTICLE 5 - OCCUPANCY


Section (a)Use.......................................................3 Section (b)Signs.....................................................4 Section (c)Law, Rules & Regulations..................................4 Section (d)Warranty of Possession....................................4 Section (e)Inspection................................................4


ARTICLE 6 - REPAIRS AND MAINTENANCE


Section (a)Landlord Repairs..........................................4 Section (b)Tenant Repairs............................................4 Section (c)Request for Repairs.......................................5


ARTICLE 7 - ALTERATIONS AND IMPROVEMENTS


Section (a)Tenant Alterations and Improvements.......................5 Section (b)Mechanics Liens...........................................5


ARTICLE 8 - INSURANCE


Section (a)Property Insurance........................................5 Section (b)Waiver of Subrogation.....................................6 Section (c)Hold Harmless.............................................6 Section (d)Tenant's Indemnity........................................6 Section (e)Liability Insurance.......................................6


ARTICLE - DAMAGE OR DESTRUCTION


Section (a)Partial Destruction.......................................7 Section (b)Substantial Destruction...................................7
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ARTICLE 10 - CONDEMNATION


Section (a)Substantial Taking........................................7 Section (b)Partial Taking............................................7 Section (c)Landlord's Election.......................................8 Section (d)Awards....................................................8


ARTICLE 11 - ASSIGNMENT OR SUBLEASE


Section (a)Landlord Assignment.......................................8 Section (b)Tenant Assignment.........................................8 Section (c)Conditions of Assignment..................................8


ARTICLE 12 - LANDLORD'S MORTGAGE


Section (a)Rights of Mortgagee.......................................9 Section (b)Estoppel Certificates.....................................9


ARTICLE 13 - LIENS


Section (a)Landlord's Lien...........................................9 Section (b)Uniform Commercial Code...................................10


ARTICLE 14 - DEFAULT AND REMEDIES


Section (a)Default by Tenant.........................................10 Section (b)Remedies for Tenant's Default.............................10 Section (c)Default of Landlord.......................................11


ARTICLE - MISCELLANEOUS


Section (a)Acts of God...............................................11 Section (b)Attorney's Fees...........................................11 Section (c)Successors................................................11 Section (d)Rent Tax..................................................11 Section (e)Captions..................................................12 Section (f)Submission of Lease.......................................12 Section (g)Corporate Authority.......................................12 Section (h)Severability..............................................12 Section (i)Landlord's Liability......................................12 Section (j)Indemnity.................................................12 Section (k)Waiver of Performance.....................................12 Section (l)Remedies Cumulative.......................................13 Section (m)Applicable Law............................................13 Section (n)Relationship of Landlord and Tenant.......................13


ARTICLE 16 - NOTICES


Section (a)Parties...................................................13


ARTICLE 17 - AMENDMENT AND LIMITATION OF WARRANTIES


Section (a)Entire Agreement..........................................13 Section (b)Amendment.................................................14 Section (c)Limitation of Warranties..................................14


ARTICLE 18 - HAZARDOUS MATERIAL


Section (a)Hazardous Material........................................14
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ARTICLE 19 - RADON GAS


Section (a)Radon Gas.................................................15


ARTICLE 20 - SIGNATURES


Section (a)Signatures................................................15


OTHER PROVISIONS


Rent Rider Option(s) to Renew Exhibit "A" - Legal Description Exhibit "B" - Site Plan Exhibit "C" - Construction by Tenant Exhibit "D" - Guaranty Exhibit "E" - Security Deposit Exhibit "F" - First Right of Refusal Exhibit "G" - Tenant's Buy-Out Option


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STANDARD WAREHOUSE LEASE


THIS LEASE is made and entered into as of this 22 day of January, 1996, by and between the following Landlord and Tenant: OWNS & MINOR, INC. ("Landlord") and LAZERDATA CORPORATION ("Tenant")


W I T N E S S E T H;


ARTICLE 1
LEASED PREMISES, TERM, USE AND OPTION(S) TO EXTEND


(a) Premises. Landlord, for and in consideration of the covenants and agreements hereinafter set forth to be kept and performed by both parties hereto, does hereby demise and lease and agree to cause to be demised and leased to Tenant, and Tenant does hereby lease (for the term hereinafter stipulated) certain premises (hereinafter called the "leased premises") located in Sanford, Florida, said premises being legally described on Exhibit "A" attached hereto and depicted as outlined in red on the Site Plan attached hereto and hereby made a part hereof as Exhibit "B," together with any and all easements, licenses, privileges, rights of ingress and egress and all other appurtenances and fixtures belonging or in any way appertaining to the leased premises.


(b) Term. The term of this Lease shall commence upon the date hereof and shall end thirty-six (36) months after the date upon which rental is determined to commence under the provisions of Article 2 hereof, subject to Tenant's right to extend this Lease as provided in (d) herein.


(c) Use. The leased premises shall be used and occupied, if at all, for the purpose of assembly, manufacturing & distribution with ancillary office uses, or for any other lawful purposes compatible with the other uses in Sanford, Florida's zoning regulations. If Tenant desires to change its use, Tenant shall give Landlord a written request for specific use changes and Landlord shall in writing within thirty (30) days after receipt of such request either consent or refuse to consent to the proposed change in use. Landlord's consent shall not, however, be unreasonably withheld or refused if the proposed change in use is for lawful purposes and does not violate any restrictive covenants in effect in Sanford Central Park.


(d) Option(s) to Renew. [Deleted]


(e) Surrender. Tenant agrees that upon the termination of this Lease, whether by expiration of time or otherwise, possession of the leased premises will be surrendered to Landlord in good condition and repair, except for ordinary wear and tear or damage or destruction by acts of God or other casualty and except for any approved alterations, and except for any condition which, under the provisions of this Lease, Landlord is obligated to remedy or Tenant is excused from remedying.


(f) Holdover. If Tenant continues to occupy the leased premises after the last day of the term hereof and Landlord elects to accept rent thereafter, a monthly tenancy terminable by either party on not less than one month's notice shall be created, which shall be upon the same terms and conditions, including rent, as those herein specified which are in effect immediately prior to the termination of such term.


ARTICLE 2 - DATE ON WHICH RENT BEGINS


(a) Commencement Date. The rental payments under this Lease shall begin to accrue on June 1, 1996 (the "Rental Commencement Date").
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ARTICLE 3 - RENTAL


(a) Base Rent. Tenant agrees to pay monthly as base rent during the term of this Lease the sum of money set forth in the Rent Rider attached to and made a part of this Lease, which amount shall be payable to Landlord at the address shown in the Rent Rider attached hereto. Monthly installments of rent shall be due and payable on or before the first day of each calendar month commencing with the Rental Commencement Date during the term of this Lease; provided, if the Rental Commencement Date should be a date other than the first day of a calendar month, the monthly rent set forth above shall be prorated to the end of that calendar month, and all succeeding installments of rent shall be 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.


(b) Taxes. In addition to base rent, Tenant agrees to pay, as they become due and payable, and before they become delinquent, all ad valorem taxes, both general and special assessments and governmental charges lawfully levied or assessed against the leased premises or any part thereof, including improvements, during the term of this Lease and dues and assessments by means of deed restrictions and/or owners' associations. If such general and special assessments are payable in installments, Tenant shall only be obligated to pay those installment payments coming due during the term of this Lease. Tenant shall pay, in addition to the amount set forth in the preceding sentence, all taxes and assessments which are not presently in effect but which may hereinafter be enacted and which would be chargeable to Tenant as a consequence of the ownership of the leased premises if in fact Tenant were the owner thereof in fee simple at the time of such assessment or levy. All such taxes and assessments for, during or with respect to the year in which the Lease is commenced or terminated, shall be prorated as of the date of commencement or termination. Tenant shall also, in like manner, pay all and any interest and penalties hereon occasioned by its own failure to pay such taxes and assessments as they become due and payable. Landlord shall without delay transmit to Tenant all notices and statements received by Landlord of taxes due or assessments made with respect to the leased premises. Notwithstanding anything herein to the contrary, Tenant shall not be obligated to pay any income, franchise, corporation, estates, inheritance, succession or transfer tax levied against Landlord. Tenant shall have the right to contest or review by legal or other proceedings, or in such other manner as Tenant may deem suitable, any assessed valuation, real estate tax or assessment; provided that, unless Tenant will have paid such tax or assessment under protest, Tenant shall furnish to Landlord a surety bond or other security satisfactory to Landlord securing the payment of such contested item or items and all interest, penalty and cost in connection therewith upon the final determination of such contest or review. Landlord shall, if so requested by Tenant, join in any proceeding for contest or review of such taxes or assessments, but the entire cost of such proceedings (including any cost, expense or attorneys' fees sustained by Landlord in connection therewith) shall be borne by Tenant. Any amount already paid by Tenant and subsequently recovered as the result of such contest or review shall be for the account of Tenant. In the event Tenant fails to pay any taxes and assessments as required by this section, Landlord may, at its option, pay such taxes and assessments, and the amount of such taxes and assessments shall be charged to Tenant additional rent and shall become due and payable by Tenant within (10) days from receipt of Landlord's invoice.


(c) Triple Net Lease. It is the purpose and intent of Landlord and Tenant that the rent provided in this Article 3 shall be absolutely net to Landlord, and that Tenant shall pay, without notice or demand, and without abatement, deduction or setoff and save Landlord harmless from and against, all costs, taxes, insurance [including the cost of the insurance set forth in Article 8 (a)], expenses of maintenance, repair and replacement, and other charges and expenses and obligations of every kind and nature whatsoever relating to the leased premises which may arise or become due during the term of this Lease that are the responsibility of Tenant. If Tenant is required to make any payment or incur any expense as provided in this Lease and fails to do so, then Landlord, at its option, may make the payment or incur the expense on Tenant's behalf, and the cost thereof shall be charged to Tenant as additional rent and shall be due and payable by Tenant within ten (10) days from receipt of Landlord's invoice.
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(d) Insurance. Tenant shall also pay as additional rent, the cost of the property insurance which Tenant shall maintain in the name of and for the sole benefit of Landlord, on the buildings of the leased premises pursuant to Article 8(a) herein.


ARTICLE 4 - UTILITIES AND SERVICE


(a) Utilities. Landlord shall provide normal utility service connections to the leased premises. Tenant shall pay the cost of all utility services, including, but not limited to all charges for gas, electricity, water, and sanitary sewer service attributable to the leased premises, and for all electric lights, lamps or tubes used upon the leased premises. Tenant shall pay all costs caused by Tenant introducing excessive pollutants or solids other than ordinary human waste into the sanitary sewer system, including permits, fees and charges levied by any governmental subdivision for such pollutants or solids Tenant shall be responsible for the installation and maintenance of dilution tanks, holding tanks, settling tanks, sewer sampling devices, sand traps, grease traps, or similar devices as may be required by any governmental authority for Tenant's use of the sanitary sewer system. landlord reserves the right from time to time to make changes in the source of supply of utilities and services provided by Landlord to the leased premises provided such changes do not lessen the availability of supply or unreasonably increase the cost.


ARTICLE 5 - OCCUPANCY


(a) Use. Tenant warrants and represents to Landlord that the leased premises shall be used and occupied only for the purpose set forth in Article 1(c). Tenant shall occupy the leased premises, conduct its business and control its agents, employees, invitee and visitors in such a manner as is lawful, reputable and will not create a nuisance. Tenant shall not permit any operations which emits any odor or matter which intrudes into the atmosphere surrounding the building, use any apparatus or machine which makes undue notice or causes undue vibration in any portion of the building, place or permit any radio, television, loudspeaker or amplifier on the roof or outside of the leased premises or where the same can be seen or heard from outside the building. Tenant shall neither permit any waste on the leased premises nor allow the leased premises to be used in any way which would in any way increase or render the first insurance or public liability insurance on the leased premises invalid.


(b) Signs. No sign of any type or description shall be erected placed or painted in or about the exterior of the leased premises except those submitted to Landlord and approved by Landlord in writing. Landlord agrees not to unreasonably withhold its consent so long as the proposed signage is in compliance with all applicable ordinances. landlord agrees to review any proposed signage within thirty (30) days after the receipt of written request. Tenant shall be responsible for obtaining all permits and approvals for sign construction. Tenant shall, at Tenant's expense, remove all signs at the termination of this Lease, and the installation and removal shall be in such manner as to avoid injury, defacement or overloading of the building or other improvements.


(c) 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 Tenant's use, condition or occupancy of the leased premises.


(d) Warranty of Possession. Landlord warrants that it has the right and authority to execute this Lease, and Tenant, upon payments of the required rents and subject to the terms, conditions, covenants and agreements contained in this Lease as well as any extension or renewal thereof shall have quiet and peaceful possession of the leased premises. Landlord shall not be responsible for the acts or omissions of any other tenant or third party that may interfere with Tenant's use and enjoyment of the leased premises.


(e) Inspection. Landlord or its authorized agents shall, during normal business hours, with reasonable notice, and in such manner not to interfere with Tenant's business operations, have the right to enter the leased premises to inspect the same, to supply any service to be provided by Landlord, to show the leased premises to prospective purchasers or tenants, and to alter, improve or repair the leased premises pursuant to the terms of this Lease, or of an emergency nature. 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 leased premises, and any other loss occasioned thereby.
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ARTICLE 6 - REPAIRS AND MAINTENANCE


(a) Landlord Repairs. Landlord shall, at its sole cost and expense, maintain only the foundation, exterior walls and the roof of the building on the leased premises; unless however, such failure is caused by Tenant's misuse or abuse of the leased premises, or by Tenant's roof penetrations. 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.


(b) Tenant Repairs. Tenant shall, at its sole cost and expense, maintain all parts of the leased premises not required to be maintained by Landlord in good repair and condition, including, but not limited to, improvements and replacements thereof, heating, ventilating and air conditioning systems, plumbing and electrical systems, downspouts, store fronts, fire sprinkler system, dock bumpers, parking lot, landscaping and any and all other repairs or maintenance necessary for any portion or part of the leased premises. If Tenant fails to make the repairs or replacements promptly as required herein, Landlord may, at its option after notice as provided herein, make the repairs and replacements and the costs of such repairs and replacements shall be charged to Tenant as additional rent and shall become due and payable by Tenant within ten (10) days from receipt of Landlord's invoice.


(c) Request for Repairs. All request for repairs or maintenance that are the responsibility of Landlord pursuant to any provision of this Lease must be made in writing to the Landlord. Landlord agrees to undertake such repairs promptly.


ARTICLE 7 - ALTERATIONS AND IMPROVEMENTS


(a) Tenant Alterations and Improvements. Tenant shall have the right to make interior non-structural alternations that Tenant deems necessary for the operation of its business, but Tenant shall not make or allow to be made any structural alterations or physical additions in or to the leased premises or any modification of the exterior of the leased premises without first obtaining the written consent of Landlord, which consent will not unreasonably be denied. Tenant shall not alter or modify the store front of the leased premises in any way without first obtaining Landlord's consent. Any alterations, physical additions or improvement to the leased premises made by Tenant shall at once become the property of the 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 which have not been approved by Landlord in order to restore the leased premises to substantially the condition 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 equi ...