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HomeMy WebLinkAboutdeed and leaseSoma Animal Clinic & Housecalls Application for Certificate of Appropriateness 200 E. 13th Street, Little Rock, Arkansas Exhibit 3 A. Special Warranty Deed Special Warranty Deed dated February 18th 1997 and filed of record March 7, 1997 as Instrument No. 97 014802 is submitted as proof of ownership of the Property by Alessi -May LLC. HDC 19-003 Page 7 t m 97 014802 t3P�CT7LT�A2dMx DEF:] FILED AND RECORDtO ZO;D , Igil KAR —1 � 052 s;� ROLYN STALEY We, Diana P. Alessi and Donna P. May, hereafter collectively called GRANTOR, for $10.00 and other valuable consideration to us in hand paid by Alesai-May, LLC, an Arkansas limited liability company, hereafter called GRANTEE, the receipt of which is hereby acknowledged, do hereby grant, bargain, sell and convey unto GRANTEE, and unto its successors and assigns forever, the following lands in Pulaski County, Arkansas, to wit: Lot Six (6) and the South One --Half (S;0 of Lot Vive (5) in Block Twenty -Two (22), original City of Little Rock. Subject to all existing liens and restrictions. TO HAVE ,AND TO HOLD the same unto GRANTEE and unto its successors and assigns forever, with all appurtenances thereunto belonging. And we hereby covenant with GRANTEE that we will forever warrant and defend the title to said lands against all claims done or suffered by us but none other. And we, Jimmy Alessi, husband of Diana P. Alessi., and Johnny May, husband of Donna P. May, for the consideration recited herein, do hereby release and relinquish unto GRANTEE, and unto its successors and assigns, all of our rights and possibilities of dower, curteay and homestead in and to said lands. SIGNED this/_L clay of February, 1997. Diana P. Alessi Exhibit 3 A. Special Warranty Deed R . �ACt[IV4WLEDGA+�EN� STATE OF ARKANSAS COUNTY pr� 0 On this day of February, 1997, bet ore me, the undersigned, a Notary PtAblic, within and for the county aforesaid, duly commissioned and acting, came Diana Alessi and Jimmy Alessi, husband and wife, to me well known as the grantors in the foregoing deed, and stated that they had executed the same for the consideration, uses and purposes therein mentioned and set forth. Given under my hand and officials a1. otary PUlalic My Commission Expires: ACKNGWLEDGMEN C STATE OF ARKANSAS f COUNTY a I On this �d y of February,1997, before me, the undersigned, a Notary Public, within and for the County aforesaid, duly commissioned and acting, came Donna May and Johnny May, husband and wife, to me well known as the grantors in the foregoing deed, and stated that they had executed the same for the consideration, uses and purposes therein mentioned and set forth. i. Given under my hand and official s 1. tart' Publ ic Nf Commission Expires: I. 2 I certify under penalty of false swearing at least the me legally correct amount of documentary stamps have been placed on this instrument. (If none shown, exempt or no consideration paid.) Grantee or Agent: —L -ad -r"_ Grantee's Address: 3503 Happy Valley Dr. Little Rock, AR 72212 Prepared BY: Q Dover & Dixon, P.A. Attorneys at Law r 925 W. Cap:,tol Ave., Suite 3700 Little Rock, AR 72201 (501) 375-9151 3 Soma Animal Clinic & Housecalls Application for Certificate of Appropriateness 200 E. '13th Street, Little Rock, Arkansas Exhibit 3 B. (1) Redacted Lease The Lease Agreement has been redacted to preserve confidential information of the Applicant. HDC 19-003 Page 8 LEASE AGREEMENT THIS LEASE AGREEMENT (sometimes referred to as "Lease) is made and entered into as of this (lay of 2018, between ALESS1-MAY LLC, hereafter relbrred to as "Landlord" and Marlow E. Ball DVM, PLIC, hereafter collectively referred to as "Tenant": W1 TNESSETIT i. LEASED PREMISES: In consideration of the rents, terms, provisions, and covenants of this Lease, Landlord hereby leases, lets and demises to 'Conant 200 East 1311' Street, Little Rock, Arkansas (referred to as "leased premises" or "premises" and containing approximately 1,958 gross square feet) (sometimes referred to as "the building" or "the project"). The statement of square footage contained in this Lease is made for reference purposes only and is not a part of this agrectncnt. Tenant states that it is not relying oti any Landlord representations relating to square foot measurements. 2. TERM: TO HAVE AND TO HOLD Premises unto Tenant for a period of sixty (00) months, subject to and upon the conditions set forth below, the term of the Lease shall commence on the earlier of the date on which Premises are ready for occupancy by Tenant as certified to by written notice to Tenant by Landlord or October 1, 2018. In this connection, the parties agree to execute a subsequent agreement setting forth the specific commencing and ending dates of the Lease as soon as the commencing date has been established. 3. RENT: (a) The office rent commencement date shall be the office lease commencement date. (b) Tenant agrees to pay, as monthly rental during the term of this lease, the sutra of the following: 'Perm Months W Month] ]tent per month, which amount shall be payable to Landlord at the address shown below on the first (lay of each month without abatement, deduction or setoff. One monthly installment of rent shall be due and payable on the date of execution of this Lease by Tenant for the first month's rent and a like monthly installment shall be due and payable on or before the first day of each calendar month succeeding the commencement date during the demised term; provided, that 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 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 demised term. Tenant shall pay, as additional rental, all other sums due under this Lease. (c) On the date of execution of this Lcase by Tenant, there shall be due and payable by Tenant a security deposit ("Security Deposit") in an amount equal t ne monthly rental installment to be held for the performance by Tenant of Tenant's covenants and obligations under (his Lease, it being expressly understood that the 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 Exhibit 3 B. (1) Redacted Lease breach by Tenant of Tenant's covenants under 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 and/or any damage, injury, expense or liability caused to Landlord by the event of default or breach of covenant, any remaining balance of the security deposit to be returned by Landlord to Tenant upon termination of this Lease. If Landlord so uses any portion of the Security Deposit, then Tenant will restore the Security Deposit to its original amount within five (S) days after written demand from Landlord. Landlord will not be required to keep the Security Deposit separate from its own funds and Tenant will not be entitled to interest on the Security Deposit. (d) Landlord's insurance at commencement will cover use of property as an office building. If any increase in the property and casualty/public liability insurance premiums paid by Landlord for the building in which Tenant occupies space is caused by Tenant's use and occupancy of the leased premises, or if Tenant vacates the leased premises and causes an increase in such premiums, then Tenant shall pay as additional rental the amount of such increase to Landlord. Tenant shall pay within twenty one (2 1) days after demand therefor by Landlord, during the entire term of this Lease, as additional rent, the amount of any increase in premiums for the fire and extended coverage and liability insurance maintained by Landlord on the Property over and above such premiums paid by Landlord during the calendar year in which the Commencement Date occurs. A statement for fire and extended coverage and/or liability insurance received by Landlord and submitted to Tenant shall be conclusive evidence of the basis for any increase for which Tenant is liable. (e) Other remedies for nonpayment of rent notwithstanding, if the monthly rental payment is not received by Landlord on or before the tenth (10") day of the month for which rent is due, or if any other payment due Landlord by Tenant is not received by Landlord on or before the tenth (10') day of the month next following the month in which Tenant was invoiced, Landlord will incur unanticipated costs, the exact amount of which are impractical or extremely difficult to ascertain, and a service charge of ten percent (10%) of such past due amount or ten dollars ($10.00) per day for each day such amount remains past due, whichever is greater, shall become due and payable in addition to such amounts owed under this Lease. Any installment of rent or additional rental as defined herein which is not paid on or before the tenth (1011) day of the month for which rent is due shall also bear interest at the highest rate permitted by law from the due date until paid. (f) The Tenant shall be responsible for the payment of "Operating Expenses" as used in this Lease includes all expenses incurred with respect to the maintenance and operation of the building project of which the leased premises are a part, including, but not limited to, maintenance, repair, replacement costs, sewer, trash, security, landscaping grounds maintenance, termite/pest control, Heating, Air Conditioning and Ventilation Systems, inspections, all services, supplies, repairs, replacements or other expenses for maintaining and operating the building and/or project including common area and parking area maintenance. The term "Operating Expenses" also includes any improvements made to the building and/or project as a result of current or future governmental requirements, including without limitation, Americans with Disabilities Act, lead-based paint requirements, et al. The terms "Operating Expenses" shall not include repairs, restoration or other work occasioned by fire, windstorm or other casualty, to the extent of Landlord's insurance, income and franchise taxes of Landlord, expenses incurred in leasing to or procuring of tenants, leasing commissions, expenses for the renovating of space for new tenants, interest or principal payments on any mortgage of other indebtedness of Landlord, any depreciation allowance or Real Estate Taxes. 4. SIGNS: Tenant shall have the right to erect two signs in good taste only on the front face of the Tenant's premises in the building as Tenant sees fit. Such signage must be approved by Landlord in writing and compliant with the City's rules and regulations, and shall be subject to all applicable laws, deed 2 restrictions and regulations. Within fifteen (15) days of the commencement date, Tenant shall provide to Landlord a computer-generated sign mock-up prepared by a bona fide sign contractor which clearly indicates all sign specifications, including but not limited to, size, design, color(s) composition of materials, and method of attachment to the building. Upon Landlord's written approval of the same, Tenant shall cause such signage to be erected within forty-five (45) days of receipt of such approval by Landlord. Ilxc composition and location of such sign shall be: (a) in compliance with all municipal, city, and state codes, (b) installed by a licensed contractor, and (c) subject to prior written approval of Landlord for the purposes of maintaining architectural continuity and quality of design. No signs or other objects shalt be erected which are attached to the roof of the building and no signs shall be attached to the building or canopy at right angles suspended by guy wires, but shall be attached flush in a safe and secure manner. All such signs erected shall advertise Tenant's business only and no revenue producing advertising shall be erected on the leased premises without specific written permission of Landlord. Tenant shall not paint any signs directly on the walls of the building or otherwise deface, damage or overload the building. Tenant shall have the right to place lettering upon the entrance door(s) or upon the plate glass windows contiguous to the entrance door($) of the leased premises; provided, however, that the lettering shall not exceed sixty isiches in height and shall be subject to the prior approval of Landlord. No other signs (mobile or stationary) shall be displayed on the leased premises without the prior written consent of Landlord. Tenant shall remove all signs at the termination of the Lease at Tenant's sole risk and expense and shall in a workmanlike manner properly repair any damage and close any holes caused by the removal of Tenant's signs. 5. USAGE: Tenant warrants and represents to Landlord that the leased premises shall be used and occupied only for the purposes of veterinary medicine, animal hospital, animal boarding and related activities and no other purpose. Tenant shall occupy the leased premises, conduct its business and control its agents, employees, invitees and visitors in such a way as is lawful, reputable and will not create any nuisance or otherwise interfere with, annoy or disturb any other Tenant in its normal business operations or Landlord in its management of the building. Tenant shall not commit, or suffer to be committed, any waste on the leased premises. 6. INSURANCE: Tenant shall not permit the leased premises to be used in any way which would, in the opinion of Landlord, be extra hazardous on account of fire or otherwise which would in any way increase or render void the fire insurance on leasehold improvements or contents in the building. If at any time during the term of this Lease the State Board of Insurance or other insurance authority imposes an additional penalty or surcharge in Landlord's insurance premiums because of Tenant's original or subsequent placement or use of storage racks or bins, method of store or nature of Tenant's inventory or any other act of Tenant, Tenant agrees to pay as additional rental the increase (between fire walls) in Landlord's insurance premiums. Tenant shall, during the entire term hereof, keep in full force and effect a policy of public liability and property damage insurance with respect to the leased premises, and the business operated by Tenant and any assignees or subtenants of Tenant in the premises in which the limits of public liability for personal and bodily injury shall be not less than $1,000,000 single limit and in which the property damage liability shall be not less than $100,000. The policy shall name both Landlord and Tenant as insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the Landlord thirty (30) days prior written notice. The insurance shall be carried with companies reasonably satisfactory to Landlord and a copy of the policy or a certificate of insurance shall be delivered to Landlord. Tenant acknowledges that it is solely responsible for maintaining insurance on its personal property, fixtures, improvements and alterations, now or thereinafter made to the leased premises or the building. 7. UTILITY SERVICE; Landlord shall provide the normal utility service connections into the lease premises. Tenant shall pay the cost of all utility services, including, but not limited to, initial connections charges, all charges for gas, water and electricity used on the leased premises, and for all electric light lamps or tubes. Tenant shall pay all costs caused by Tenant introducing excessive pollutants or solids 3 other than ordinary human waste into the sanitary sewer system, including permits, fees and charges levied by any governmental subdivision for any such pollutants or solids. Tenant shall be responsible for the installation and maintenance of any dilution tanks, holding tanks, settling tanks, sewer sampling devices, sand traps, grease traps or similar devices as may be required by any governmental subdivision for Tenant's use of the sanitary sewer system. If the leased premises are in a multi -occupancy building, Tenant shall pay all surcharges levied due to Tenant's use of sanitary sewer or waste removal services insofar as such surcharges affect Landlord or other tenants in the building. Landlord shall not be required to pay for any utility services, supplies or upkeep in connection with the leased premises. Intentionally left blank. 9. REPAIRS AND MAINTENANCE: (a) Unless otherwise expressly provided, Landlord shall not be required to make any improvements, replacement or repairs of any kind or character to the leased premises during the term of this Lease except such repairs as are set forth in this subparagraph, Landlord shall maintain only the roof, foundation, and the structural soundness of the exterior walls (excluding all windows, window glass, plate glass and all doors) of the building in good repair and condition except for acts of God, other casualties and reasonable wear and tear. Tenant shall repair and pay for any damage caused by the negligence or default of Tenant or Tenant's agents and employees. Tenant shall immediately give written notice to Landlord of the need for repairs, which repairs shall be made by Landlord beginning not more than fifteen (15) days after written notice by Tenant. All requests for repairs or maintenance that are the responsibility of Landlord pursuant to any provision of this Lease must be made in writing to Landlord at the address set forth below. (b) Tenant shall, at its own cost and expense, maintain the leased premises in good repair and condition (including all necessary replacements) including without limitation all electrical, plumbing, air conditioning and heating systems of the leased Premises (see below), and the wiring, pipes, motors and fixtures used in connection therewith, floor covering, all interior walls and building appliances, fixtures and equipment located within the leased premises. Tenant shall take good care of all the property and its fixtures. Should Tenant neglect to keep and maintain the leased premises, then Landlord shall have the right, but not the obligation, to have the work done and the cost therefore shall be charged to Tenant as additional rental which shall become payable by Tenant with the payment of the rental next due hereunder. Tenant shall provide Landlord a co) y of a reventative maintenance agreement for the HVAC units. Tenant will be responsible for the firstei lease ear for the general maintenance and/or repairs of the HVAC system(s). Any expense exceeding per lease year for the HVAC Systems) shall be Landlord's expense. (c) Tenant shall not allow any damage to be committed on any portion of the leased premises, and at the termination of this Lease, by lapse of time or otherwise, Tenant shall deliver the lease premises to Landlord in good condition as existed at the commencement date or completion date of this Lease, ordinary wear and tear excepted. The cost and expense of any repairs necessary to restore the condition of the leased premises shall be borne by Tenant, and if Landlord undertakes to restore the leased premises it shall have a right of reimbursement against Tenant. (d) Landlord shall not be liable to Tenant, except as expressly provided in this Lease, for any damage, interruption of Tenant's business 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. 10, COMPLIANCE WITH LAWS, RULES AND REGULATIONS: Tenant, at Tenant's expense, shall comply with all laws, ordinances, orders, rules and regulations of state, federal, municipal or 4 other agencies or bodies having jurisdiction relating to the use, condition and occupancy of the leased premises. Tenant will comply with the rules of the building and/or project adopted by Landlord which are set forth on Exhibit "B", Rules and Regulations, attached to this Lease and made a part hereof. Landlord shall have the right at all times to change the rules and regulations of the building or to amend them in any reasonable manner as may be deemed advisable for the safety, care and cleanliness, and for the preservation of good order, of the leased premises. All changes and amendments in the rules and regulations of the building will send by Landlord to Tenant in writing and shall thereafter be carried out and observed by Tenant. 1 l . LANDLORD IMPROVEMENTS: 1f construction or repairs to the leased premises are to be preformed by Landlord prior to Tenant's occupancy, Landlord will, at its expense, commence and/or complete the construction of the improvements, constituting the leased premises, including partitions, in accordance with the plans and specifications agreed to by the parties and made a part of this Lease as the attached Exhibit "C", Landlord Improvements. The plans and specifications shall be approved and signed by the parties prior to the commencement of construction. Any changes or modifications to the approved plans and specifications shall be made and accepted by written change order signed by Landlord and Tenant and shall constitute an amendment to this Lease. Upon completion of the building and other improvements in accordance with the plans and specifications, Tenant agrees to execute and deliver promptly to Landlord a lcttcr accepting delivery of the leased premises. If no construction or repairs to the leased premises are to be performed prior to Tenant's occupancy, Landlord shall deliver and Tenant accepts the condition of the premises in its present "as is" condition as of the commencement date. In such case, Tenant acknowledges that is has been provided access and ample opportunity to inspect the premises and its existing systems and is not relying upon any warranty or representation of the Landlord or its agents regarding the condition, adequacy or suitability of the same. 12. ALTERATIONS AND IMPROVMENTS: Tenant shall not make or allow to be made any alterations or physical additions in or to the leased premises without first obtaining the written consent of Landlord. Any alterations, physical additions or improvements to the leased premises made by Tenant shall at once become the property of Landlord and shall be surrendered to Landlord upon the termination of this Lease. Landlord, at its option, may require Tenant to remove any physical additions and/or repair any alterations in order to restore the leased premises to the condition existing at the time Tenant took possession, all costs of removal and/or alterations to be borne by Tenant. Ordinary wear and tear excepted and not for improvements paid for 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 is not then subject to any other rights, liens and interested of Landlord. Tenant further agrees to construct any alterations or physical additions in strict compliance with all applicable laws, rules, regulations, codes and ordinances now or hereafter in effect, including without limitations, the Americans with Disabilities Act and lead-base paint requirements. At termination, Tenant has the right to remove all veterinary, medical, grooming, or boarding equipment and fixtures which are not permanently affixed improvements to the Premises installed by Tenant, 13. CONDEMNATION: (a) If, during the term (or any extension or renewal) of this Lease, all or a substantial part of the leased 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 the taking would prevent or materially interfere with the use of the leased premises for the purpose of which they are 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 lakes by the condemning authority. Tenant shall have no claim to the condemnation award, less and except any separate award made directly to Tenant as compensation for the Tenant's leasehold interest which Tenant shall be entitled to claim against the condemning authority, Tenant may claim compensation against the condemning authority for the taking on any removable installations which by the term of this Lease including compensation for taking relating to Tenant's business operations, including with limitation interruption and cost to relocate. (b) In the event a portion of the leased premises shall be taken for any public or quasi -public use under any governmental law, ordinance or regulations, or by right of eminent domain or by purchase in lieu thereof, and this Lease is not terminated as provided in subparagraph (a) below, Landlord may, at Landlord's sole risk and expense, restore and reconstruct the building and other improvements on the leased premises to the extend necessary to make it reasonably tenantable. 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, less and except any separate award made directly to Tenant as compensation of the Tenant's leasehold interest. 14. FIRE AND CASUALTY: (a) If the leased premises should be totally destroyed by fire or other casualty, or if the leased premises should be so damaged so that rebuilding cannot reasonably be completed within one hundred twenty (120) working days after the date of written notification by Tenant to Landlord of the destruction, this Lease shall terminate and the rent shall be abated for the unexpired portion of the Lease, effective as of the date set forth in the written notification, provided the Landlord's lender does not elect to apply any proceeds from insurance claims to any indebtedness secured by the Property. (b) Provided the Landlord's lender does not elect to apply any proceeds from insurance claims to any indebtedness secured by the Property, if the leased premises should be partially damaged by fire or other casualty, and rebuilding or repairs can reasonably be completed within one hundred twenty (120) working days from the date of written notification by Tenant to Landlord of the destruction, this Lease shall not terminate, but Landlord may at its sole risk and expense proceed with reasonable diligence to rebuilt or repair the building or other improvements to substantially the same condition in which they existed prior to the damage. If the leased premises are to be rebuilt or repaired and are untenantable in whole or in part following the damage, and the damage or destruction was not caused or contributed to by act or negligence of Tenant, its agents, employees, invitees or those for whom Tenant is responsible, the rent payable imder this Lease during the period for which the leased premises are untenantable shall be adjusted to such an extend as may be fair and reasonable under the circumstances. In the event that Landlord fails to complete substantially the necessary repairs or rebuilding within one hundred twenty (120) working days from the date of written notification by Tenant to Landlord of the destruction, Tenant may at its option terminate this Lease by delivering written notice of termination to Landlord, whereupon all rights and obligations under this Lease shall cease to exist as of the effective date of such termination. 15. PROPERTY INSURANCE: Landlord shall at all times during the term of this Lease maintain a policy or policies of insurance with the premiums paid in advance, issued by and binding upon some solvent insurance company, insuring the building against all risk of direct physical loss in an amount equal to ninety percent (909/6) of the full replacement cost of the building structure and its improvements as of the date of the loss; provided, that 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 or which Tenant may have upon or within the leased premises or any fixtures installed by or paid for by Tenant upon or within the leased premises or any additional improvements or alterations which Tenant may construct on the leased premises. 16. WAIVER OF SUBROGATION: Anything in this Lease to the contrary notwithstanding, Landlord and Tenant hereby waive and release each other of and from any and all rights of recovery, claim, 6 action or cause of action, against each other, their agents, officers and employees, for any loss or damage that may occur to the lease premises, improvements to the building of which the leased premises are a part, or personal property (building contents) 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. Because this paragraph will preclude the assignment of any claim mentioned in it by way of subrogation or otherwise to an insurance company or any other person, each party to this Lease agrees immediately to give to each insurance company which has issued to it policies of insurance coverage all risk of direct physical loss, written notice of the terms of the mutual waivers contained in this paragraph and to have (lie insurance policies properly endorsed, if necessary, to prevent the invalidation of the insurance coverages by reason of the mutual waivers contained in this paragraph. 17. HOLD HARMLESS: Landlord and Landlord's agents, employees, invitees, and assigns shall not be liable to Tenant's employees, agents, invitees, licensees, or visitors, or to any other person for any injury to person or damage to property on or about the leased premises or by any other reason whatsoever, less and except any such injury or damage caused by Landlord's gross negligence or willful misconduct, or that of Landlord's employees or agents. Tenant agrees to indemnify and hold harmless Landlord of and from any loss, damage, or claim, attorney's fees, expenses or claim arising out of any damage or injury. 18. QUIET ENJOYMENT: Landlord warrants that it has fiill right to execute and to perform this Lease and to grant the estate demised and that 'Tenant, upon payment of the required rents and performing the terms, conditions, covenants and agreements contained in this Lease, shall peaceably and quietly have, hold and enjoy the leased 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 Tenant or third party that may interfere with Tenant's use and enjoyment of the leased premises, nor shall Landlord have any responsibility for the personal security of any persons on or about the premises, the building and/or project. 19. LANDLORD'S RIGHT OF ENTRY: Landlord shall have the right, at all reasonable hours, or as otherwise agreed in advance by the parties, to enter the leased premises for the following reasons: cleaning or making repairs; making alterations or additions ad Landlord may deem necessary or desirable; determining Tenant's use of the leased premises, or determining if an act of default under this Lease has occurred. 20. ASSIGNMENT OR SUBLEASE: Landlord shall have the right to transfer and assign, in whole or in part, its rights and obligations in the building and property that are the subject of this Lease. Without Landlord's prior written consent, which shall not be unreasonably withheld or delayed, Tenant will neither assign this Lease in whole or in part nor sublease all or part of the Premises. If Tenant requests Landlord to consent to a specific assignment or sublease, Tenant will give Landlord (i) the name and address of the proposed assignee or subtenant; (ii) a copy of the proposed assignment or sublease; (iii) reasonably satisfactory information about the nature, business and business history of the assignee or subtenant and its proposed use of the Premises; and (iv) banking, financial or other credit information, and references, about the proposed assignee or subtenant sufficient to enable the Landlord to determine the financial responsibility and character of the proposed assignee or subtenant. Landlord's consent to an assignment or sublease will not be effective until: a fully executed copy of the instrument of assignment or sublease has been delivered to the Landlord; in the case of an assignment, Landlord has received a written instrument in which assignee has assumed and agreed to perform all Tenant's obligations in this Lease; and a Five Hundred Dollar ($500) transfer fee. Landlord's consent to an Assignment or Sublease will not release the Tenant from the payment and performance of its obligation in the Lease, but rather, Tenant and its assignee will be jointly and severally primarily liable for such payment and performance. 7 For purposes of this Lease; the following transaction will also constitute an assignment which shall require the Landlord's prior written consent: (a) Assignment by operation of law; (b) An imposition (whether or not consensual) of a lien, mortgage or encumbrance upon Tenant's interest in this Lease; (c) An arrangement (including without limitation management agreements, concessions, and licensees) that allows the use and occupancy of all or part of the Premises of anyone other than Tenant: (d) A transfer of voting control of Tenant, if Tenant is a corporation. (e) A transfer of more than 33 1/3% of the interest in Tenant, if Tenant is a partnership or a limited liability company. An assignment or sublease without Landlord's prior written consent will be void at Landlord's option. Landlord's consent to an assignment or sublease will not waive the requirement of its consent to any subsequent assignment or sublease. If Tenant believes that Landlord was unreasonably withheld its consent, Tenant's sole remedy will be to seek a declaratory judgment that Landlord has unreasonably withheld its consent in order to specific performance or mandatory injunction of Landlord's agreement to give its consent. Any collections directly by Landlord from the assignee or subtenant shall not be construed to constitute a novation or a release of Tenant from the further performance of its obligations under this Lease. Tenant agrees to reimburse Landlord for Landlord's reasonable attorneys' fees and costs incurred in connection with the processing and documentation of any request made pursuant to this paragraph. Notwithstanding the giving by Landlord of its consent to any assignment or sublease with respect to the premises, no such assignee or sub Tenant may exercise any expansion option, right of first refusal option, or extension option under this Lease except in accordance with a separate written agreement entered into directly between such assignee or sub Tenant and Landlord, and, absent Landlord's written agreement to the contrary, all option rights of Tenant, and all lease rights of Tenant created pursuant to the exercise of any option rights, with respect to any space so assigned or subleased, shall be extinguished. 21. LANDLORD'S LIEN: Tenant shall have the right to grant a first lien to Wells Fargo or Tenant's lender for any personal property improvements to the Premises. As security for payment of rent, damages and all other payments required to be made by this Lease, Tenant hereby grants to Landlord a lien upon all property of Tenant now or subsequently located upon the leased premises. If Tenant abandons or vacates any substantial portion of the lease 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 provisions of this Lease, Landlord may enter upon the leased 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 to him. 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. 22. UNIFORM COMMERCIAL CODE: This lease is intended as and constitutes a security agreement within the meaning of the Uniform Commercial Code of the state in which the leased premises are situated and, 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 leased premises which are granted a secured party, as that term is defined, under the Uniform Commercial Code to secure the payment to Landlord of the various amounts provided in this Lease. Tenant will on request execute and deliver to 8 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. 23. DEFAULT BY TENANT: The following shall he deemed to be events of default by Tenant under this Lease: (a) Tenant shall fail to pay when due any installment of rent or any other payment required pursuant to this Lease; (b) Tenant shall abandon any substantial portion of the leased premises; (c) 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 thirty (30) days atter written notice to Tenant; (d) Tenant shall file a petition or be adjudged bankrupt or insolvent under the federal Bankruptcy Code, as amended, or any similar law or statute of the United States or any state; 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 (e) Tenant shall do or permit to be done any act which results in a lien being filed against the leased premises or the building and/or project of which the leased premises area part. 24, REMEDIES FOR TENANT'S DEFAULT: Upon the occurrence of any event of default set forth in this Lease in addition to any other available law, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand: (a) Terminate this Lease, in which event Tenant shall immediately surrender the leased premises to Landlord, and if Tenant fails to surrender the leased premises, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the leased premises, by picking or changing locks if necessary, and lock out, expel, or remove Tenant and any other person who may be occupying all or any part of the leased premises without being liable for prosecution of any claim for damages. Tenant agrees to pay on demand the amount of loss and damage which Landlord may suffer by reason of (lie termination of the Lease under this subparagraph, whether through inability in reletting the leased premises on satisfactory terms or otherwise. Notwithstanding, Landlord will comply with Arkansas Statutes including forcible entry and detainer. (b) Enter upon and take possession of the leased premises, by picking or changing locks if necessary, and lock out, expel or remove Tenant and any other person who may be occupying all or any part of the leased premises without being liable for any claim for damages and relet the leased premises on behalf of Tenant and receive directly the rent by reason of the reletting. Tenant agreed to pay Landlord on demand any deficiency that may arise by reason of any reletting of the leased premises; further, Tenant agrees to reimburse Landlord for any expenditures made by it for remodeling or repairing in order to relet the leased premises and the costs incurred in reletting the same. (c) Enter upon the leased premises, by picking or changing locks if necessary, without being liable for prosecution of any claim for damages, and do whatever Tenant is obligated to do under the terms of this Lease. Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with Tenant's obligations under this Lease; further, Tenant agrees that Landlord shall not be liable for any damages resulting to Tenant from effecting compliance with Tenant's obligations under this subparagraph caused by the negligence of Landlord or otherwise. (d) In addition to any of the remedies available in this Lease, Tenant shall be liable for and shall pay immediately upon demand, any unamortized leasing fee paid by Landlord to any broker in connection with this Lease and any unamortized Tenant buildout performed by Landlord. E 25. WAIVER OF DEFAULT OR REMEDY: Failure of Landlord to declare an event of default immediately upon its occurrence, or delay in taking any action in connection with an event of default, shall not constitute a waiver of the default, but Landlord shall have the right to declare the default at any time and take such action as is lawful or authorized under this Lease. Pursuit of any one or more of the remedies set forth in paragraph 24 above shall not preclude pursuit of any one or more of the other remedies provided elsewhere in this Lease or provided by law or equity, nor shall pursuit of any remedy provided constitute forfeiture or waiver of any rent or damages accruing to Landlord by reason of the violation of any of the terms, provision or covenants of this Lease. Failure by Landlord to enforce one or more of the remedies provided upon the event of default shall not be deemed or construed to constitute a waiver of the default or of any other violation or breach of any of the terms, provisions or covenants contains in this Lease. 26. ACTS OF GOD: Landlord shall not be required to perform any covenant or obligation in this Lease, or be liable in damaged to Tenant, so long as the performance or non-performance of the covenant or obligation is delayed, caused by or prevented by an act of God or force majeure. 27. ATTORNEY'S FEES: In the event either party defaults in the performance of any of the terms, covenants, agreements, or conditions contained in this Lease and the other party places in the hands of an attorney the enforcement of all or any party of this Lease, the collection of any rent due or to become due or recovery of the possession of the leased premises, the other party agrees to pay reasonable attorney's fees for the services of the attorney, whether suit is actually filed or not. 28. HOLDING OVER: In the event of holding over by Tenant after the expiration or termination of this Lease, the hold over shall be as a tenant at will and all of the terms and provisions of this Lease shall be applicable during that period, except that Tenant shall pay Landlord as rental for the period of such hold over an amount equal to one and one-half (1.5) the rent which would have been payable by Tenant had the hold over period been a part of the original term of this Lease. Tenant agrees to vacate and deliver the leased premises to Landlord upon Tenant's receipt of notice from Landlord to vacate. The rental payable during the hold over period shall be payable to Landlord on demand. No holding over by Tenant, whether with or without consent by Landlord, shall operate to extend this Lease except as otherwise expressly provided. 29. SUBORDINATION OF RIGHTS: Tenant accepts this Lease subject and subordinate to any recorded mortgage or deed of trust lien presently existing or hereafter created upon the leased premises or the building. Landlord is hereby irrevocably vested with full power and authority to subordinate Tenant's interest under this Lease to any mortgage or deed of trust lien hereafter placed on the leased premises, and Tenant agrees upon demand to execute additional instrument subordinating this Lease as Landlord may reasonably require. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of any mortgage or deed of trust on the leased 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, and 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 mortgagee under any such mortgage if it be the Purchaser, as its Landlord. 30. ESTOPPEL CERTIFICATES: Tenant agrees to furnish promptly, from time to time, upon request of Landlord or Landlord's mortgagee, a statement certifying, if applicable to extent such facts are true and correct, that Tenant is in possession of the leased premises; the leased premises are acceptable; the Lease is in full force and effect; the Lease is unmodified; Tenant claims no present change, lien or claim of offset against rent; the rent is paid for the current month, but is not prepaid for more than one month and will It] not be prepaid for more than one month in advance; confirming that the Tenant's leasehold interest is subordinate to Landlord's mortgage, there is no existing default by reason of some act or omission by Landlord or Tenant; that no event exists which with the passage of time would constitute an event of default by either party; an agreement to provide Landlord's lender (or lenders) with at least thirty (30) days prior notice of any default and an opportunity of lender (or lenders) to cure such default to the extent that such terms are consistent with the terms of this Lease, to be prepared by Landlord. 31. SUCCESSORS: 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 ]eased premises cease to exist for any reason during the term of this Lease, then notwithstanding the happening of such event this Lease nevertheless shall remain unimpaired and in fbll force and effect and Tenant hereunder agrees to attorri to the then owner of the leased premises. 32. RENT TAX: If the jurisdiction where the leased premises are situated shall levy and/or impose rental, privilege, business, sales and use taxes or other similar taxes on the rents and payments due hereunder, Tenant shall pay such payments in addition to all other payments required to be paid to Landlord by Tenant under the terms of this Lease. Any such payment shall be paid concurrently with the payment of the rent upon which the tax is based as set forth above. 33. DEFINITIONS: The following definitions apply to the terms set forth below as used in this Lease: (a) "Abandon" means the vacating of all or a substantial portion of the leased premises by Tenant, whether or not Tenant is in default of the rental payments due under this Lease. (b) An "act of God" or "force majeure" is defined for purposes of this Lease as strikes, lockouts, sit-downs, material or labor restrictions by an governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather (including wet grounds or inclement weather which prevents construction), acts of the public enemy, wars, insurrections and any other cause not reasonably within the control of Landlord and which by the exercise of due diligence Landlord is unable, wholly or in part, to prevent or overcome. (c) The "commencement date" shall be the date set forth in paragraph 2. The "commencement date" shall constitute the commencement of this Lease for all purposes, whether or not Tenant has actually taken possession. (d) "Real property tax" means all school, city, state and county taxes and assessments including special district taxes or assessments. (e) "Square feet" or "square foot" as used in this Lease includes the area contained within the space occupied by Tenant together with a common area percentage factor of Tenant's space proportionate to the total building area. 34. MISCELLANEOUS: The captions 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 such paragraph. If any provision of this Lease shall ever be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Lease, and such other provisions shall continue in full force and effect. 35. NOTICE: (a) All rent and other payments required to be made by Tenant shall be payable to Landlord at the address set forth below. (b) All payments required to be made by Landlord to Tenant shall be payable to Tenant at the address set forth below, or at any other address within the Untied States as Tenant may specify from time to time by written notice. (c) Any notice or document required or permitted to be delivered by this Lease shall be deemed to be delivered (whether or not actually received) two days after being deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, address to the parties at the respective addresses set out below: LANDLORD: ALESSI-MAY LLC Ms. Donna May 388 Cadillac Point Hot Springs, AR 71913 (501) 350-1967 TENANT: Marlow Ball 200 East 131h Street Little Rock, AR 72207 501-516-6813 COPY TO: Mr. Wayne B. Ball Ball Corley PLLC 41 S N. McKinley Street, Suite 310 Little Rock, AR 72205 501-312-8600 36. HAZARDOUS MATERIALS: Tenant shall not cause or permit any hazardous material (defined as any hazardous or toxic substance, material or waste, including, but not limited to, those substances, materials, and wastes listed in the Untied States Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substance (40 CFR Part 302) and amendments thereto, or such substances, materials and wastes that are or become regulated under any applicable local, state or federal law) to be brought upon, kept or used in or about the premises or building by Tenant, its agents, employees, contractors or invitees. Tenant shall indemnify and hold Landlord harmless from any loss, damage, claim, fine or other expense (including attorney's fees and expenses) incurred as a result of Tenant's breach of covenants and restrictions contained in this paragraph except that substances and materials which veterinarians are licensed to use and dispense and/or commonly use in practice of veterinary medicine. 37. BROKER: Landlord and Tenant hereby acknowledge and agree that Rector Phillips Morse, Inc. and all its associates represent the Landlord and only the Landlord in negotiating this lease, and that Haybar Real Estate represents Tenant and only the 'Tenant in negotiating this lease. Landlord and Tenant acknowledge that such representation was disclosed upon initial contact. The Landlord shall be responsible for all brokerage fees and shall indemnify Tenant against any claims for such. Landlord agrees to pay Rector Phillips Morse, Inc. a fee equal to 2.5% of the gross aggregate rent for the primary term of this Lease upon 12 Lease execution and Haybar Real Estate a fee equal to 2.5% of the gross aggregate rent for the primary term of this Lease upon Lease execution. 38. ENTIRE AGREEMENT AND LIMITATION OF WARRANTIES: 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 the expressly mentioned written extrinsic documents not incorporated in writing in this Lease. Landlord and Tenant expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose 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. It is likewise agreed that this Lease may not be altered, waived, amended or extended except by an instrument in writing signed by both Landlord and Tenant. 39. TENANT RECOURSE: Tenant's sole recourse against Landlord and any successor to the interest of Landlord in the leased premises is to the interest of Landlord, and any successor, in the leased premises and the building of which the leased premises is a part. Tenant will not have any right to satisfy any judgment it may have against Landlord, or any successor, or from any other assets of Landlord, or any successor. This paragraph the terms "landlord" and successor" include the shareholders, members, managers, officers, directors, venturers, or partners of Landlord and successor, and the agents, officers, directors, venturers, partners or employees of the Landlord and its successor. The provisions of this paragraph are not intended to limit Tenant's right to seek injunctive relief or specific performance, or Tenant's right to claim in the proceeds of insurance, if any, specifically maintained by the Landlord for the Tenant's benefit. 40. SALE OF PREMISES: If Landlord or any subsequent owner of the leased premises sells the leased premises, its liability for the performance of its agreements in this Lease will end on the date of the sale of the leased premises, and Tenant will look solely to the purchaser for the performance of these agreements. For the purposes of this paragraph, any holder of a mortgage or deed of trust that affects the leased premises at any time, and any Landlord in any lease to which this Lease is subordinate at any time, will be a subsequent owner of the leased premises. The Tenant will attorn to any subsequent owners of the ]cases premises. The provisions of this paragraph are made in addition, to and not in lieu of, all of the provisions contained herein, specifically including paragraph 39. 41. MEMORANDUM OF LEASE: This Lease shall not be recorded by either party, but at the request of either Landlord or Tenant, the other party will sign a short form Memorandum of Lease to evidence that such Lease is in existence. 42. CONTINGENCY: This Lease is contingent upon Tenant, in its sole discretion, obtaining financing from a Financial Institution to install improvements to the Premises and operating capitol within fourteen (14) days from execution of this Lease by Landlord and Tenant. Tenant shall notify Landlord in writing when this contingency is satisfied. If Tenant fails to provide such written notice before the indicated deadline that this contingency has been satisfied, then this Lease shall be terminated with Tenant to receive a refund of the Security Deposit and first month's rent and Landlord and Tenant shall have no further obligation to each other. 43. OPTION TO RENEW: Provided the 'Tenant is not in default under any of the terms or conditions contain d in this Lease, Tenant shall hav s to renew this lease each for an additional term o • by giving the Landlord wr[tten notice of such intention to renew not later than one hundred eighty ( 18 prior to the expiration of the then existing term of the lease. Rent for each 13 option period shall be based upon the increase in the Consumer Price Index (CPI) at the renewal time. Should Tcnant fail to exercise such right in the prescribed manner and within the time limits prescribed herein, the said right shall be without any further force or effect thereafter. The Landlord and Tenant agree the rent shall be adjusted and changed at the commencement of each renewal period in accordance with the "Consumer Price Index". Such adjustment and change in the rent shall be determined according to cost of living changes in the "Consumer Price Index — U. S. Average — All Urban Consumers as published by the Bureau of Labor Statistics, U.S. Department of Labor, and hereafter referred to as the "BLS Consumer Price Index". The BLS Consumer Price Index figure for the Commencement Date is hereby fixed and established as the base index figure in the computation of adjustment of rentals herein provided for. At the commencement of each renewal option of this Lease, the BLS Consumer Price Index for the month proceeding 180 days prior to the expiration of the then existing term shall be ascertained and noted and the rent shall be adjusted by the proportional increase of the BLS Consumer Price Index figure over the base index figure as herein fixed. There shall be no adjustment if such BLS Consumer Price Index is lower than the base index figure as herein identified above. All such adjustments shall be made to the nearest Hull percentage point. If at any time during the term hereof the U. S. Bureau of Labor Statistics shall discontinue the issuance of BLS Consumer Price Index, the parties shall use any other standard nationally recognized cost - of -living index then issued and available, which is published by the U.S. Government. 44, OPTION TO PURCHASE: Provided the Tenant is not in default under any of the terms or conditions contained in this Lease, Tenant shall have two (2) options to purchase the Property. Each option to purchase shall be exercisable by Tenant giving Landlord written notice of such intention to purchase the property one hundred eighty (180) days prior to the expiration of the then existing term of the lease. The purchase rice for each option to purchase will be the greater o r a price determined by a Certified Appraiser. e closing clate ;01 Ine sae wo the last day of the then existing term of the lease in effect. At Closing the total purchase price the Tenant will pay to Landlord will be reduced in an amount equal ears of the then prevaFingWl cease. Agreed upon by file parties as evidenced by signature below: LANDLORD: ALESSI-MAY LLC 14 TE- NAN'1: Marlow E. Ball DVM, PLLC By: 4V&�� 642�, {1 ii Its:M6v fi�0 E. &Ll L Marlow E. Ball, Owner Date: r1 + .j- �i i � - ��' ... •J. •fit+. ��'•�..G�is�� 1. �'�,; -; - - .. +.: -. '. . f 4k '�xi L +• 'ji 'y' Jrr 1' 1 '_ '����.!'' •' { , �q�.+�J� ^�`•,'y...rL. L 1 , � ir.'� I}� '�•} i5�'F:%• „i. � ... k. •:j,i'? Stir � ��y� �11'WpJ •�`y, r'1 y 'r��C'�'�r�fi.' il�.� �5y i[S r"+ � ' 1 y 4 �i' `x,g f;iafWii ',flit" r' f:!'� ' 1'!j `s �'' i'• �' � ;Y '..1 If..�i..��::• r•`� 1_r ��r ..�... f311 4,�'•ri'+�;�[F 5 S! ° � l��l�r' 1 r F� 1 +r t i i .. J i �• y'ti . - �1- n ti •.ti�l,E ��F � 4` . ?,.¢ ,,i.y �•�`�; r:'�•�}} }I�,��'y�' .r1�1 �f,/j%•� r �t �, !;1 �• '._r - 's : :.�;[ F ! , 3 � J i�A�.7F��';. �i s�6'4 1'Ua�y � 1�ff S•4—`•`•�--�- = L •+tNa= EXHIBIT B "°RULES AND REGULATIONS" Landlord agrees to furnish Tenant one key to the promises without charge. Additional keys will be furnished at a nominal charge. Tenant shall be free to make additional keys as needed. 2. "Tenant shall not at any time occupy any part of the leased premises or project as sleeping or lodging quarters other than in connection with what is necessary to attending animals receiving surgical procedures or other services. Tenant shall not place or use in or about the leased premises or project any explosives, gasoline, kerosene, oil, acids, caustics, or any flammable, explosive or hazardous material without written consent of Landlord. 4. Employees of Landlord shall not receive or carry messages for or to any Tenant or other person, nor contract with or render free or paid services to any Tenant or Tenant's agents, employees or invitees. The water closets and other water fixtures shall not be used for purpose other than those for which they were constructed, and any damage resulting to them from misuse, or by the defacing or injury of any part of the building shall be borne by the person who shall occasion it. No person shall waste water by interfering with the faucets or otherwise. 6. No person shall disturb occupants of the building by the use of any radios, record players, tape recorders, musical instruments, the making of unseemly noises, vibrations, or any unreasonable use. 7. Nothing shall be thrown out of the windows of the building or down the stairways or other passages. 8. Tenant and its employees, agents and invitees are free to park anywhere on parking lot or surrounding areas consistent with parking regulations of Little Rock. Tenant shall not leave any vehicle in a state of disrepair (including without limitation, flat tires, out of date inspection stickers or license plates) on the leased premises. If Tenant or its employees, agents or invitees park their vehicles in areas other than the designated parking areas or leave any vehicle in a state of disrepairs, Landlord, after giving written notice to Tenant of such violation, shall have the right to remove such vehicles at Tenant's expense. 9. The alleys, sidewalks, halls, passages, exits, entrances, stairways, and elevators (if any) of the Property will not be obstructed by Tenant or used by Tenant for any purpose other than ingress to and egress from the Demised Premises. The alleys, halls, passages, exits, entrances, elevators, and stairways are not for the general public, and Landlord will in all cases retain the right to control and prevent access to them by all persons whose presents, in the judgment of the Landlord, would be prejudicial to the safety, character, reputation, and interests of the Center and its Tenants; however, such access will be permitted to persons with whom any Tenant normally deals in the ordinary course of its business, unless such persons are illegal activities. No Tenant and no employee or invitee or any Tenant will go upon the roof of the Center, without the express written consent of Landlord. 10. In the case of invasion, mob, riot, public excitement, or other circumstances rendering such actions advisable in Landlord's opinion, Landlord may prevent access to the Property by such action as Landlord may deem appropriate, including closing entrances to the Center. 16 11. The toilet rooms, toilets, urinals, wash bowls, and other apparatus will not be used for any purpose other than for which they were constructed, and no foreign substance of any kind whatsoever will be thrown in them. The expense of any breakage, stoppage, or damage resulting from the violation of this rule will be borne by the Tenant who, or those employees or invitees, caused it. 12. Tenant will not use any advertising media within the Property that may be heard outside of the Demised Premises and 'Tenant will not place or permit the placement of any radio or television antenna, loudspeaker, sound amplifier, phonograph, searchlight, flashing lights, or other device of any nature on the roof or outside of the boundaries of the Demised Premises (except for Tenant's approved identification sign or signs) or at any place within the Center where they may be seen or heard outside of the Demised Premises. 13. All loading and unloading of merchandise, supplies, materials, garbage, and refuse will be made only through such entryways and elevators (if any) and at such times as Landlord may designate. In its use of the loading areas, Tenant will not obstruct or permit the obstruction of the loading area and at no time will park or allow its officers, agents, or employees to park vehicles in the loading areas except for loading and unloading. 14. Landlord will have the right, exercisable without notice and without liability to any Tenant, to change the name and street address of the Property. 15. Landlord may waive any one or more of the rules and regulations for the benefit of any particular Tenant or Tenants, but no waiver by Landlord will be constructed as a waiver of those rules and regulations in favor of any other Tenant or Tenants, nor prevent Landlord from enforcing any of these rules and regulations against any or all of the Tenants of the Center. 16. Landlord will not be responsible for injuries to persons or lost or stole property, equipment, money or jewelry from the Demised Premises, Commons Areas, or elsewhere, regardless of whether such loss occurs when an area is locked against entry or not, 17, Tenant and its employees, agents and invitees, shall observe and comply with the driving and parking signs and markers surrounding the Property. Landlord shall not be liable for loss or damage to persons or any vehicle or any contents of such vehicle or accessories to any such vehicle or any property left in any of the parking areas, resulting from fire, theft, vandalism, accident, conduct of other users of the parking areas, and other persons, or any other casualty or cause including injuries to persons. Further, Tenant understands and agrees that (a) Tenant uses the parking areas at its own risk; (c) Landlord will not be liable to Tenant for personal injury or death, or theft, loss of, or damage to property. Tenant waives and releases to Landlord from any and all liability arising out of the use of the parking areas and Building by Tenant, its employees, agents, invitees, and visitors, whether brought by any such persons or any other person. 18. Tenant and its employees, agents and invitees, shall not be allowed to smoke inside the building. 17 EXHIBIT C "LANDLORD IMPROVEMENTS" LANDLORD AGREES AT NO ADDITIONAL EXPENSE TO TENANT TO DELIVER THE PREMISES ON THE COMMENCEMENT DATE WITH THE HEATING, VENTILATION AND AIR CONDITIONING SYSTEM(S) ("HVAC") IN GOOD WORKING ORDER. THE TOTAL HVAC SYSTEM(S) WILL BE RATED AT 1 TON PER 250 SQUARE FEET OF BUILDING. ONE RESTROOM WILL BE ADA COMPLIANT. TENANT WILL ACCEPTS THE LEASED PREMISES IN ITS CURRENT "AS IS" CONDITION AS OF THE COMMENCEMENT DATE OF THIS LEASE OR THE DATE TENANT ACCEPTS POSSESSION OF THE LEASED PREMISES, WHICHEVER FIRST OCCURS. THIS SPACE INTENTIONALLY LEFT BLANK is