This Lease
between Shupe Investments, LTD, a Utah Limited Partnership
(“Landlord”) and TechniScan, INC, a Utah Corporation
(“Tenant”), is dated April 11, 2008.
In
consideration of the Rent (as defined at Section 5.4) and the
provisions of this Lease, Landlord leases to Tenant and Tenant
leases from Landlord the Premises shown by diagonal lines on the
floor plan attached hereto as Exhibit “A,” and further
described at Section 2l. The Premises are located within the
Building and Project described in Section 2m. Tenant shall
have the non-exclusive right (unless otherwise provided herein) in
common with Landlord, other tenants, subtenants and invitees, to
use of the Common Areas (as defined at Section 2e).
As used in this
Lease, the following terms shall have the following
meanings:
a. Base Rent
(initial): $ 168,199.50 per year as a full service rate, but
not including janitorial services to the Premises.
b. Base
Year. July 1 st 2008 to June 30, 2009.
Landlord’s: David Muir and Brandon Fugal
of Coldwell Banker Commercial NRT.
Tenant’s:
Debra Ekins Commerce CRG and Steven Feder of Prudential Utah Real
Estate.
d.
Commencement Date: June 1, 2008 with early occupancy of
May 23, 2008
e. Common
Areas: 1 st floor building lobby, common corridors and
hallways leading to break room, 1 st floor restrooms and parking areas, stairways,
elevators and other generally understood public or common areas.
Landlord shall have the right to regulate or restrict the use of
the Common Areas.
f. Expense
Stop: (fill in if applicable) $ N/A.
g.
Expiration Date: May 31, 2018, unless otherwise
sooner terminated in accordance with the provisions of this
Lease.
h. Annual rent
increase: The monthly rent shall increase to $18/RSF beginning on
the 13 th
month of the lease term. At the
expiration of the first twenty-four (24) calendar month the rent
shall increase by two percent (2%) and shall continue to increase
at 2% on the expiration of each 12 month period.
i.
Landlord’s Mailing Address: 2525 South 900 West
Salt Lake City, UT 84115
Tenant’s Mailing Address:
j. Monthly
Installments of Base Rent (initial): $ 18,688.83 per
month.
k.
Parking: Tenant shall be granted four(4) parking stalls per
1,000 RSF of leased space, on a non-exclusive basis in the area(s)
designated by Landlord for parking. Tenant shall abide by any and
all parking regulations and rules established from time to time by
Landlord.
l.
Premises: that portion of the Building containing
approximately 16,019 square feet of Rentable Area, shown by
diagonal lines on Exhibit “A,” located on the 1
st and 2nd floors of the Building.
m.
Project: the building of which the Premises are a part
(the“Building”) and any other buildings or improvements
on the real property (the “Property”) located at 3216 S
Highland Drive, Salt Lake City, UT.
n. Rentable
Area: as to both the Premises and the Project, the respective
measurements of floor area as may from time to time be subject to
lease by Tenants and all tenants of the Project, respectively, as
determined by Landlord and applied on a consistent basis throughout
the Project.
o. Security
Deposit (Section 7): $ 28,153.21.
p.
State: the State of Utah.
q.
Tenant’s First Adjustment Date (Section 2 h):
the first day of the calendar month following the Commencement
Date.
r.
Tenant’s Proportionate Share: 64 1/3 %. Such
share is a fraction, the numerator of which is the Rentable Area of
the Premises, and the denominator of which is the Rentable Area of
the Project, as determined by Landlord from time to time. The
Project consists of 1 building(s) containing a total
Rentable Area of 24,900 square feet.
s.
Tenant’s Use Clause (Article 8): General office
and light manufacturing of medical devices and related
uses.
t. Term:
the period commencing on the Commencement Date and expiring at
midnight on the Expiration Date.
u. Rent
Abatement: Tenant shall receive three (3) months free rent
at the beginning of the Lease term.
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The exhibits
and addenda listed below (unless lined out) are incorporated by
reference in this Lease:
a. Exhibit
“A” — Floor Plan showing the Premises.
b. Exhibit
“B” — Rent Payment Schedule.
c. Exhibit
“C” — Tenant Improvement drawings.
d. Exhibit
“D” — Rules and Regulations.
e. Exhibit
“E” — Options and Tenant Improvement
Allowances
f. Exhibit
“F” — ADA Compliance
4. DELIVERY
OF POSSESSION.
If for any
reason Landlord does not deliver possession of the Premises to
Tenant on the Commencement Date, Landlord shall not be subject to
any liability for such failure, the Expiration Date shall not
change and the validity of this Lease shall not be impaired, but
Rent shall be abated until delivery of possession. “Delivery
of possession” shall be deemed to occur on the date Landlord
completes Landlord’s Work as defined in Exhibit
“C.” Landlord and Tenant agree that tenant may take
possession if the remaining tenant improvements that need to be
completed will not affect the ability to move in or the ability for
employees to work.
5.1. Payment
of Base Rent. Tenant agrees to pay the Base Rent for the
Premises. Monthly Installments of Base Rent shall be payable in
advance on the first day of each calendar month of the Term. If the
Term begins (or ends) on other than the first (or last) day of a
calendar month, the Base Rent for the partial month shall be
prorated on a per diem basis. Tenant shall pay Landlord the first
Monthly Installment of Base Rent ($18,688.83) when Tenant executes
the Lease.
5.2.
Adjusted Base Rent. (see exhibit B)
a. The Base
Rent (and the corresponding Monthly Installments of Base Rent) set
forth at Section 2a shall be adjusted annually (the
“Adjustment Date”), commencing on Tenant’s First
Adjustment Date. The first adjustment shall increase to $18/RSF.
Beginning on the 2 nd adjustment date and all future annual
adjustments will be at a rate of two percent (2%).
5.3. Project
Operating Costs.
a. In order
that the Rent payable during the Term reflect any increases in
Project Operating Costs, Tenant agrees to pay to Landlord as Rent,
Tenant’s Proportionate Share of all increases in costs,
expenses and obligations attributable to the Project and its
operation, all as provided below.
b. If, during
any calendar year during the Term, Project Operating Costs exceed
the Project Operating Costs for the Base Year, Tenant shall pay to
Landlord, in addition to the Base Rent and all other payments due
under this Lease, an amount equal to Tenant’s Proportionate
Share of such excess Project Operating Costs in accordance with the
provisions of this Section 5.3b.
(1) The
term “Project Operating Costs” shall include all those
items described in the following subparagraphs (a) and
(b).
(a) All
taxes, assessments, water and sewer charges and other similar
governmental charges levied on or attributable to the Building or
Project or their operation, including without limitation,
(i) real property taxes or assessments levied or assessed
against the Building or Project, (ii) assessments or charges
levied or assessed against the Building or Project by an
redevelopment agency, (iii) any tax measured by gross rentals
received from the leasing of the premises, Building or Project,
excluding any net income, franchise, capital stock, estate or
inheritance taxes imposed by the State or federal government or
their agencies, branches or departments; provided that if at any
time during the Term any governmental entity levies, assesses or
imposes on Landlord any (1) general or special, ad valorem or
specific, excise, capital levy or other tax, assessment, levy or
charge directly on the Rent received under this Lease or on the
rent received under any other leases of space in the Building or
Project, or (2) any license fee, excise or franchise tax,
assessment, levy or charge measured by or based, in whole or in
part, upon such rent, or (3) any transfer, transaction, or
similar tax, assessment, levy or charge based directly or
indirectly upon the transaction represented by this Lease or such
other leases, or (4) any occupancy, use, per capita or other
tax, assessment, levy or charge based directly or indirectly upon
the use or occupancy of the Premises or other premises within the
Building or Project, then any such taxes, assessments, levies and
charges shall be deemed to be included in the term Project
Operating Costs. If at any time during the Term the assessed
valuation of, or taxes on, the Project are not based on a completed
Project having at least ninety-five percent (95%) of the Rentable
Area occupied, then the “taxes” component of Project
Operating Costs shall be adjusted by Landlord to reasonably
approximate the taxes which would have been payable if the Project
were completed and at least ninety-five percent (95%)
occupied.
(b) Operating costs incurred by Landlord in
maintaining and operating the Building and Project, including
without limitation the following: costs of (1) utilities;
(2) supplies; (3) insurance (including public liability,
property damage, earthquake, and fire and extended coverage
insurance for the full replacement cost of the Building and Project
as required by Landlord or its lenders for the Project); (4)
services of independent contractors; (5) compensation (including
employment taxes and fringe benefits) of all persons who perform
duties connected with the operation, maintenance, repair or
overhaul of the Building or Project, and equipment, improvements
and facilities located within the Project, and gardeners (but
excluding persons performing services not uniformly available to or
performed for substantially all Building or Project tenants); (6)
operation and maintenance of a room for delivery and distribution
of mail to tenants of the Building or Project as required by the
U.S. Postal Service (including, without limitation, an amount equal
to the fair market rental
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value of the
Mail room premises); (7) management of the Building or Project,
whether managed by Landlord or an independent contractor
(including, without limitation, an amount equal to the fair market
value of an yon-site manager’s office); (8) rental
expenses for (or a reasonable depreciation allowance on) persona
property used in the maintenance, operation or repair of the
Building or Project; (9) costs, expenditures or charges
(whether capitalized or not) required by any governmental or
quasi-governmental authority; (10) amortization of capital
expenses (including financing costs) (i) required by a
governmental entity for energy conservation or life safety
purposes, or (ii) made by Landlord to reduce Project Operating
Costs; and (11) any other costs or expenses incurred by
Landlord under this lease and not otherwise reimbursed by tenants
of the Project. If at any time during the Term, less than
ninety-five percent (95%) of the Rentable Area of the Project is
occupied, the “operating costs” component of Project
Operating Costs shall be adjusted by Landlord to reasonably
approximate the operating costs which would have been incurred if
the Project had been at least ninety-five percent (95%)
occupied.
(2) Tenant’s Proportionate Share of
Project Operating Costs shall be payable by Tenant to Landlord as
follows:
(a) Beginning with the calendar year
following the Base Year and for each calendar year thereafter
(“Comparison Year”), Tenant shall pay Landlord an
amount equal to Tenant’s Proportionate Share of the Project
Operating costs incurred by Landlord in the Comparison Year which
exceeds the total amount of Project Operating Costs payable by
Landlord for the Base Year. This excess is referred to as the
“Excess Expenses”.
(b) To
provide for current payments of Excess Expenses, Tenant shall, at
Landlord’s request, pay as additional rent during each
Comparison Year, an amount equal to Tenant’s Proportionate
Share of the Excess Expenses payable during Comparison Year, as
estimated by Landlord from time to time. Such payments shall be
made in monthly installments, commencing on the first day of the
month following the month in which Landlord notifies Tenant of the
amount it is to pay hereunder and continuing until the first day of
the month following the month in which Landlord gives Tenant a new
notice of estimated Excess Expenses. It is the intention hereunder
to estimate from time to time the amount of the Excess Expenses for
each comparison year and Tenant’s Proportionate Share
thereof, and then to make an adjustment in the following year based
on the actual Excess Expenses incurred for that Comparison
Year.
(c) On or
before April 1 of each Comparison Year after the first comparison
Year (or as soon thereafter as is practical), Landlord shall
deliver to Tenant a statement setting forth Tenant’s
Proportionate Share of the Excess Expenses for the preceding
Comparison Year. If Tenant’s Proportionate Share of the
actual Excess Expenses for the previous Comparison Year exceeds the
total of the estimated monthly payments made by Tenant for such
year, Tenant shall pay Landlord the amount of the deficiency within
ten (10) days of the receipt of the statement. If such total
exceeds Tenant’s Proportionate Share of the actual Excess
Expenses for such comparison Year, then Landlord shall credit
against Tenant’s next ensuing monthly installment(s) of
additional rent an amount equal to the difference until the credit
is exhausted. If a credit is due from Landlord on the Expiration
Date, Landlord shall pay Tenant the amount of the credit. The
obligations of Tenant and Landlord to make payments required under
this Section 5.3 shall survive the Expiration Date.
(d) Tenant’s Proportionate Share of
Excess Expenses in any Comparison Year having less than
365 days shall be appropriately prorated.
(e) If any
dispute arises as to the amount of any additional rent due
hereunder, Tenant shall have the right after reasonable notice and
at reasonable times to inspect Landlord’s accounting records
at Landlord’s accounting office and, if after such inspection
Tenant still disputes the amount of additional rent owed, a
certification as to the proper amount shall be made by
Landlord’s certified public accountant, which certification
shall be final and conclusive. Tenant agrees to pay the cost of
such certification unless it is determined that Landlord’s
original statement overstated Project Operating Costs by more than
five percent (5%).
(f) If
this Lease sets forth an Expenses Stop at Section 2f, then
during the Term Tenant shall be liable for Tenant’s
Proportionate Share of any actual Project Operating Costs which
exceed the amount of the Expense Stop. Tenant shall make current
payments of such excess costs during the Term in the same manner as
is provided for payment of Excess Expenses under the applicable
provisions of SECTION 5.3b(2)(b) and (c) above.
5.4
Definition of Rent. All costs and expenses which Tenant
assumes or agrees to pay to Landlord under this Lease shall be
deemed additional rent (which, together with the Base Rent is
sometimes referred to as the “Rent”). The Rent shall be
paid to the Building manager (or other person) and at such place,
as Landlord may from time to time designate in writing, without any
prior demand therefor and without deduction or offset, in lawful
money of the United States of America.
5.5 Rent
Control. If the amount of Rent or any other payment due under
this Lease violates the terms of any governmental restrictions on
such Rent or payment, then the Rent or payment due during the
period of such restrictions shall be the maximum amount allowable
under those restrictions. Upon termination of the restrictions,
Landlord shall, to the extent it is legally permitted, recover from
Tenant the difference between the amounts received during the
period of the restrictions and the amounts Landlord would have
received had there been no restrictions.
5.6 Taxes
Payable by Tenant. In addition to the Rent and any other
Charges to be paid by Tenant hereunder, Tenant shall reimburse
Landlord upon demand for any and all taxes payable by Landlord
(other than net income taxes) which are not otherwise reimbursable
under this Lease, whether or not now customary or within the
contemplation of the parties, where such taxes are upon, measured
by or reasonably attributable to (a) the cost or value of
Tenant’s equipment, furniture, fixtures and other personal
property located in the Premises, or the cost or value of any
leasehold improvements made in or to the Premises by or for Tenant,
other than Building Standard Work made by Landlord, regardless of
whether title to such improvements is held by Tenant or Landlord;
(b) the gross or net Rent payable under this Lease, including,
without limitation, any rental or gross receipts tax levied by any
taxing authority with respect to the receipt of the Rent hereunder;
(c) the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the
Premises or any portion thereof; or (d) this transaction or
any document to which Tenant is a party creating or transferring an
interest or an estate in the Premises. If it becomes unlawful for
Tenant to reimburse Landlord for any costs as required under this
Lease, the
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Base Rent shall
be revised to net Landlord the same net Rent after imposition of
any tax or other charge upon Landlord as would have been payable to
Landlord but for the reimbursement being unlawful.
6. INTEREST
AND LATE CHARGES.
If Tenant fails
to pay when due any Rent or other amounts or charges which Tenant
is obligated to pay under the terms of this Lease, the unpaid
amounts hall bear interest at the maximum rate then allowed by law.
Tenant acknowledges that the late payment of any Monthly
Installment of Base Rent will cause Landlord to lose the use of
that money and incur costs and expenses not contemplated under this
Lease, including without limitation, administrative and collection
costs and processing and accounting expense, the exact amount of
which is extremely difficult to ascertain. Therefore, in addition
to interest, if any such installment is not received by Landlord
within ten (10) days from the date it is due, Tenant shall pay
Landlord a late charge equal to five percent (5%) of such
installment. Landlord and Tenant agree that this late charge
represents a reasonable estimate of such costs and expenses and is
fair compensation to Landlord for the loss suffered from such
nonpayment by Tenant. Acceptance of any interest or late charge
shall not constitute a waiver of Tenant’s default with
respect to such nonpayment by Tenant nor prevent Landlord from
exercising any other right or remedies available to Landlord under
this Lease.
Tenant agrees
to deposit with Landlord the Security Deposit set forth at
Section 2.0 upon execution of this Lease, as security for
Tenant’s faithful performance of its obligations under this
Lease. Landlord and Tenant agree that the Security Deposit may be
commingled with funds of Landlord and Landlord shall have no
obligation or liability for payment of interest on such
deposit.
Tenant shall
not mortgage, assign, transfer or encumber the Security Deposit
without the prior written consent of Landlord and any attempt by
Tenant to do so shall be void, without force or effect and shall
not be binding upon Landlord.
If Tenant fails
to pay any Rent or other amount when due and payable under this
Lease, or fails to perform any of the terms hereof, Landlord may
appropriate and apply or use all or any portion of the Security
Deposit for Rent payments or any other amount then due and unpaid,
for payment of any amount for which Landlord has become obligated
as a result of Tenant’s default or breach, and for any loss
or damage sustained by Landlord as a result of Tenant’s
default or breach, and Landlord may so apply or use this deposit
without prejudice to any other remedy Landlord may have by reason
of Tenant’s default or breach. If Landlord so uses any of the
Security Deposit, Tenant shall, within ten (10) days after
written demand therefor, restore the Security Deposit to the full
amount originally deposited; Tenant’s failure to do so shall
constitute an act of default hereunder and Landlord shall have the
right to exercise any remedy provided for at Article 27
hereof. Within fifteen (15) days after the Term (or any
extension thereof) has expired or Tenant has vacated the Premises,
whichever shall last occur, and provided Tenant is not then in
default on any of its obligations hereunder, Landlord shall return
the Security Deposit to Tenant, or, if Tenant has assigned its
interest under this Lease, to the last assignee of Tenant. If
Landlord sells its interest in the Premises, Landlord may deliver
this deposit to the purchaser of Landlord’s interest and
thereupon be relieved of any further liability or obligation with
respect to the Security Deposit.
8.
TENANT’S USE OF THE PREMISES.
Tenant shall
use the Premises solely for the purposes set forth in
Tenant’s Use Clause. Tenant shall not use or occupy the
Premises in violation of law or any covenant, condition or
restriction affecting the Building or Project or the certificate of
occupancy issued for the Building or Project, and shall, upon
notice form Landlord, immediately discontinue any use of the
Premises which is declared by any governmental authority having
jurisdiction to be a violation of law or the certificate of
occupancy. Tenant, at Tenant’s own cost and expense, shall
comply with all laws, ordinances, regulations, rules and/or any
directions of any governmental agencies or authorities having
jurisdiction which shall, by reason of the nature of Tenant’s
use or occupancy of the Premises, impose any duty upon TENANT or
Landlord with respect to the Premises or its use or occupation. A
judgment of any court of competent jurisdiction or the admission by
Tenant in any action or proceeding against Tenant that Tenant has
violated any such laws, ordinances, regulations, rules and/or
directions in the use of the Premises shall be deemed to be a
conclusive determination of that fact as between Landlord and
Tenant. Tenant shall not do or permit to be done anything which
will invalidate or increase the cost of any fire, extended coverage
or other insurance policy covering the Building or Project and/or
property located therein, and shall comply with all rules, orders,
regulation, requirements and recommendations of the Insurance
Services Office or any other organization performing a similar
function. Tenant shall promptly upon demand reimburse Landlord for
any additional premium charged for such policy by reason of
Tenant’s failure to comply with the provisions of this
Article. Tenant shall not do or permit anything to be done in or
about the Premises which will in any way obstruct or interfere with
the rights of other tenants or occupants of the Building or
Project, or injure or annoy them, or use or allow the Premises to
be used for any improper, immoral, unlawful or objectionable
purpose, nor shall Tenant cause, maintain or permit any nuisance
in, on or about the Premises. Tenant shall not commit or suffer to
be committed any waste in or upon the Premises.
9. SERVICES
AND UTILITIES.
Provided that
Tenant is not in default hereunder, Landlord agrees to furnish to
the Premises during generally recognized business days, and during
the hours of 7:00 am to 6:00 pm Monday through Friday and 8:00 am
to 1:00 pm on Saturdays and subject to the Rules and Regulations of
the Building or Project, electricity for light manufacturing and
production assembly of medical devices, normal desk top office
equipment and normal copying equipment, and heating, ventilation
and air conditioning (“HVAC”) as required for the
comfortable use and occupancy of the Premises. If Tenant desires
HVAC at any other time for light manufacturing and production
assembly of medical devices, Landlord shall use reasonable efforts
to furnish such service upon reasonable notice from Tenant and
Tenant shall pay Landlord’s charges therefor on demand.
Landlord shall also maintain and keep lighted the common stairs,
common entries and restrooms in the Building. Landlord shall not be
in default hereunder or be liable for any damages directly or
indirectly resulting from, nor shall the Rent be abated by reason
of (i) the installation, use or interruption of use of any
equipment in connection with the furnishing of any of the foregoing
services, (ii) failure to furnish or delay in furnishing any
such services where such failure or delay is caused by accident or
any condition or event beyond the reasonable control of Landlord,
or by the making of necessary repairs or improvements to the
Premises, Building or Project, or (iii) the limitation,
curtailment or rationing of, or restrictions on, use of water,
electricity, gas or any other form of energy serving the Premises,
Building or Project. Landlord shall not be liable under any
circumstances for a loss of or injury to property or business,
however occurring, through or in connection with or incidental to
failure to furnish any such services. If Tenant uses heat
generating machines or equipment in the Premises which affect the
temperature otherwise maintained by the HVAC system, Landlord
reserves the right to install supplementary air conditioning units
in the Premises and
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the cost
thereof, including the cost or installation, operation and
maintenance thereof, shall be paid by Tenant to Landlord upon
demand by Landlord.
Tenant shall
not, without the written consent of Landlord, use any apparatus or
device in the Premises, including without limitation, electronic
data processing machines, punch card machines or machines using in
excess of 120 volts, which consumes more electricity than is
usually furnished or supplied for the use of premises as general
office space, as determined by Landlord. Tenant shall not connect
any apparatus with electric current except through existing
electrical outlets in the Premises. Tenant shall not consume water
or electric current in excess of that usually furnished or supplied
for the use of premises as general office space and light
manufacturing and production assembly of medical devices, without
first procuring the written consent of Landlord, which Landlord may
refuse, and in the event of consent, Landlord may have installed a
water meter or electrical outlets in the Premises to measure the
amount of water or electric current consumed. The cost of any such
meter and of its installation, maintenance and repair shall be paid
for by the Tenant and Tenant agrees to pay to Landlord promptly
upon demand for all such water and electric current consumed to as
shown by said meters, at the rates charged for such services by the
local public utility plus any additional expense incurred in
keeping account of the water and electric current so consumed. If a
separate meter is not installed, the excess cost for such water and
electric current shall be established by an estimate made by a
utility company or electrical engineer hired by Landlord at
Tenant’s expense.
Nothing
contained in this Article shall restrict Landlord’s right to
require at any time separate metering of utilities furnished to the
Premises. In the event utilities are separately metered, Tenant
shall pay promptly upon demand for all utilities consumed at
utility rates charged by the local public utility plus any
additional expense incurred by Landlord in keeping account of the
utilities so consumed. Tenant shall be responsible for the
maintenance and repair of any such meters at its sole
cost.
Landlord shall
furnish elevator service, lighting replacement for building
standard lights, restroom supplies, exterior window washing and
janitorial services to the common areas in a manner that such
services are customarily furnished to comparable office buildings
in the area. Tenant IS responsible for janitorial services to their
Premises.
10.
CONDITION OF THE PREMISES.
Tenant’s
taking possession of the Premises shall be deemed conclusive
evidence that as of the date of taking possession the Premises are
in good order and satisfactory condition, except for such matters
as to which Tenant gave Landlord notice on or before the
Commencement Date and unless Tenant improvement work as defined in
exhibit “C” is not completed by commencement date. No
promise of Landlord to alter, remodel, repair or improve the
Premises, the Building or the Project and no representation,
express or implied, respecting any matter or thing relating to the
Premises, Building, Project or this Lease (including, without
limitation, the condition of the Premises, the Building or the
Project) have been made to Tenant by Landlord or its Broker or
Sales Agent, other than as may be contained herein or in a separate
exhibit or addendum signed by Landlord and Tenant.
11.
CONSTRUCTION, REPAIRS AND MAINTENANCE.
a.
Landlord’s Obligations. Landlord shall perform
Landlord’s Work to the Premises as described in Exhibit
“C” Landlord shall maintain in good order, condition
and repair the Building and all other portions of the Premises not
the obligation of TENANT or of any other Tenant in the
Building.
(1) Tenant
shall perform Tenant’s Work to the Premises as described in
Exhibit “C”.
(2) Tenant
at Tenant’s sole expense shall, except for services furnished
by Landlord pursuant to Article 9 hereof, maintain the
Premises in good order, condition and repair, including surfaces of
the ceilings, walls and floors, all doors, all interior windows,
all plumbing, pipes and fixtures, electrical wiring, switches and
fixtures, Building Standard furnishings and special items and
equipment installed by or at the expense of Tenant.
(3) Tenant
shall be responsible for all repairs and alterations in and to the
Premises, Building and Project and the facilities and systems
thereof, the need for which arises out of (i) Tenant’s
use or occupancy of the Premises, (ii) the installation, removal,
use or operation of Tenant’s Property (as defined in Article
13) in the Premises, (iii) the moving of Tenant’s
Property into or out of the Building, or (iv) the act,
omission, misuse or negligence of Tenant, its agents, contractors,
employees or invitees.
(4) If
Tenant fails to maintain the Premises in good order, condition and
repair, Landlord shall give Tenant notice to do such acts as are
reasonably required to so maintain the Premises. If Tenant fails to
promptly commence such work and diligently prosecute it to
completion, then Landlord shall have the right to do such acts and
expend such funds a the expense of Tenant as are reasonably
required to perform such work. Any amount so expended by landlord
shall be paid by Tenant promptly after demand with interest at the
prime commercial rate then being charged by Bank of America NT
& SA plus two percent (2%) per annum, from the date of such
work, but not to exceed the maximum rate then allowed by law.
Landlord shall have no liability to Tenant for any damage,
inconvenience, or interference with the use of the Premises by
Tenant as a result of performing any such work.
c.
Compliance with Law. Landlord and Tenant shall each do all
acts required to comply with all applicable laws, ordinances, and
rules of any public authority relating to their respective
maintenance obligations as set forth herein.
d. Waiver by
Tenant. Tenant expressly waives the benefits of any statute now
or hereafter in effect which would otherwise afford the Tenant the
right to make repairs at Landlord’s expense or to terminate
this Lease because of Landlord’s failure to keep the Premises
in good order, condition and repair.
e. Load and
Equipment Limits. Tenant shall not place a load upon any floor
of the Premises which exceeds the load per square foot which such
floor was deigned to carry, as determined by Landlord or
Landlord’s structural engineer. The cost of any such
determination made by Landlord’s structural engineer shall be
paid for by Tenant upon demand. Tenant shall not install business
machines or mechanical equipment which causes noise or vibration to
such a degree as to be objectionable to Landlord or other Building
tenants.
f. Except as
otherwise expressly provided in this Lease, Landlord shall have no
liability to Tenant nor shall Tenant’s obligations under this
Lease be reduced or abated in any manner whatsoever by reason of
any inconvenience,
5
annoyance,
interruption or injury to business arising from Landlord’s
making any repairs or changes which Landlord is required or
permitted by this Lease or by any other tenant’s lease or
required by law to make in or to any portion of the Project,
Building or the Premises. Landlord shall nevertheless use
reasonable efforts to minimize any interference with Tenant’s
business in the Premises.
g. TENANT shall
give Landlord prompt notice of any damage to or defective condition
in any part of appurtenance of the Building’s mechanical,
electrical, plumbing, HVAC or other systems serving, located in, or
passing through the Premises.
h. Upon the
expiration or earlier termination of this Lease, Tenant shall
return the Premises to Landlord clean and in the same condition as
on the date Tenant took possession, except for normal wear and
tear. Any damage to the Premises, including any structural damage,
resulting from Tenant’s use or from the removal of
Tenant’s fixtures, furnishings and equipment pursuant to
Section 13b shall be repaired by Tenant at Tenant’s
expense.
12.
ALTERATIONS AND ADDITIONS.
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