Lease Agreement Between Crescent Lakeside, LLC and Cornerstone BioPharma Holdings, Inc. Dated May 1, 2008
This agreement is a lease between Crescent Lakeside, LLC (landlord) and Cornerstone BioPharma Holdings, Inc. (tenant) for office space at 1255 Crescent Green, Cary, North Carolina. The lease covers approximately 14,863 square feet for a term of 7 years and 4 months, starting around December 1, 2008, and ending March 31, 2016. The tenant agrees to pay escalating annual base rent, provide a security deposit, and use the premises for general business offices. The agreement outlines responsibilities for rent, maintenance, insurance, and other standard lease terms.
ARTICLE 1 - LEASED PREMISES | 1 | |||
1.01 Leased Premises. | 1 | |||
ARTICLE 2 - BASIC LEASE PROVISIONS | 1 | |||
2.01 Basic Lease Provisions. | 1 | |||
ARTICLE 3 - TERM AND POSSESSION | 3 | |||
3.01 Term. | 3 | |||
3.02 Commencement. | 3 | |||
3.03 Tenants Delay. | 4 | |||
3.04 Tenants Possession. | 4 | |||
3.05 Acceptance of Leased Premises. | 4 | |||
3.06 Holdover. | 4 | |||
ARTICLE 4 - RENT AND SECURITY FOR THE LEASE | 4 | |||
4.01 Base Rent. | 4 | |||
MONTH OF THE TERM | 5 | |||
4.02 Payment of Rent. | 5 | |||
4.03 Additional Rent | 5 | |||
4.04 Operating Expense Adjustment. | 5 | |||
4.05 Cost of Living Adjustment. | 8 | |||
4.06 Security for the Lease. | 8 | |||
4.07 Late Charge. | 10 | |||
ARTICLE 5 - SERVICES | 10 | |||
5.01 Services. | 10 |
ARTICLE 6 - USE AND OCCUPANCY | 12 | |||
6.01 Use and Occupancy. | 12 | |||
6.02 Care of the Leased Premises. | 13 | |||
6.03 Hazardous or Toxic Materials. | 13 | |||
6.04 Entry for Repairs and Inspection. | 14 | |||
6.05 Compliance with Laws; Rules of Building. | 14 | |||
6.06 Access to Building. | 14 | |||
6.07 Peaceful Enjoyment. | 15 | |||
6.08 Relocation. | 15 | |||
ARTICLE 7 - CONSTRUCTION, ALTERATIONS AND REPAIRS | 15 | |||
7.01 Tenant Improvements. | 15 | |||
7.02 Alterations. | 15 | |||
7.03 Maintenance and Repairs by Landlord. | 16 | |||
7.04 Maintenance and Repairs by Tenant. | 16 | |||
ARTICLE 8 - CONDEMNATION, CASUALTY, INSURANCE AND INDEMNITY | 17 | |||
8.01 Condemnation. | 17 | |||
8.02 Damages from Certain Causes. | 17 | |||
8.03 Fire or Other Casualty. | 17 | |||
8.04 Insurance Policies. | 18 | |||
8.05 Waiver of Subrogation Rights. | 19 | |||
8.06 Indemnity/Waiver of Liability. | 19 | |||
8.07 Limitation of Landlords Personal Liability. | 20 | |||
8.08 Survival of Article 8. | 20 |
ARTICLE 9 - LANDLORDS LIEN, DEFAULT, REMEDIES AND SUBORDINATION | 20 | |||
9.01 Lien for Rent. | 20 | |||
9.02 Default by Tenant. | 20 | |||
9.03 Landlords Remedies. | 21 | |||
9.04 Mitigation of Damages. | 22 | |||
9.05 Rights of Landlord in Bankruptcy. | 22 | |||
9.06 Default by Landlord. | 23 | |||
9.07 Non-Waiver. | 23 | |||
9.08 Attorneys Fees. | 23 | |||
9.09 Subordination; Estoppel Certificate. | 23 | |||
9.10 Attornment. | 23 | |||
9.11 Accord and Satisfaction. | 24 | |||
9.12 Survival of Article 9. | 24 | |||
ARTICLE 10 - ASSIGNMENT AND SUBLEASE | 24 | |||
10.01 Assignment or Sublease. | 24 | |||
10.02 Assignment by Landlord. | 25 | |||
ARTICLE 11 TENANT WARRANTIES; INCORPORATION OF EXHIBITS; COMMISSION(S), CONFIDENTIALITY, SURVIVAL, NOTICES, BINDING EFFECT AND MISCELLANEOUS | 26 | |||
11.01 Tenant Warranties. | 26 | |||
11.02 Incorporation of Exhibits. | 27 | |||
11.03 Commission(s). | 27 | |||
11.04 Confidentiality. | 27 | |||
11.05 Survival. | 27 |
11.06 Notices. | 27 | |||
11.07 Binding Effect. | 27 | |||
11.08 Miscellaneous. | 27 | |||
ARTICLE 12 - ENTIRE AGREEMENT AND LIMITATION OF WARRANTIES | 29 | |||
12.01 ENTIRE AGREEMENT AND LIMITATION OF WARRANTIES. | 29 |
A-1 | - | Floor Plan(s) of the Leased Premises | ||
A-2 | - | The Land | ||
A-3 | - | The Project | ||
B | - | Acceptance of Leased Premises Memorandum | ||
C | - | Workletter Agreement | ||
C-1 | - | Schematic Space Plan | ||
D | - | Building Rules | ||
D-1 | - | Release | ||
E | - | Form of Estoppel Certificate | ||
F | - | HVAC Schedule | ||
G | - | Renewal Option |
(a) | Building Name: | Crescent Lakeside II | ||
Building Address: | 1255 Crescent Green | |||
Cary, North Carolina 27518 | ||||
(b) | Floor(s): | Second (2nd) | ||
Suite Number: | 250, subject to approval by the Town of Cary, North Carolina | |||
Square Feet Area in the Leased Premises: | 14,863 | |||
(c) | Total Area of Building: | Approximately 144,000 square feet | ||
(d) | Base Rent: | |||
Initial per Square Foot/Annum: | $23.25 per Square Foot leased | |||
Initial Annual Base Rent: | $345,564.72 | |||
Initial Monthly Base Rent: | $28,797.06 | |||
Payment Schedule: | See chart on the following page: |
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Price Per | Annual (or for | |||||||||
Full Month(s) of | Square Foot, | Square | time period noted) | Monthly Base | ||||||
The Term | Targeted Date(s) | Per annum | Feet | Base Rent | Rent | |||||
Landlord and Tenant specifically acknowledge and agree that the Base Rent set forth below shall be adjusted by Landlords obligation to nay Tenant the Base Rent Abatement (defined in Section 4.01). | ||||||||||
I through 2 | 12/1/08 through 1/31/09 | $0.00 ($23.25/SF Base Rent abated) | 14,863 | $0.00 ($23.25/SF Base Rent abated) | $0.00 ($23.254/SF Base Rent abated) | |||||
3 through 14 | 2/1/09 through 1/31/10 | $23.25 | 14,863 | $345,564.72 | $28,797.06 | |||||
15 through 26 | 2/1/10 through 1/31/11 | $23.83 | 14,863 | $354,185.28 | $29,515.44 | |||||
27 through 38 | 2/1/11 through 1/31/12 | $24.43 | 14,863 | $363,103.08 | $30,258.59 | |||||
39 through 50 | 2/1/12 through 1/31/13 | $25.04 | 14,863 | $372,169.56 | $31,014.13 | |||||
51 through 62 | 2/1/13 through 1/31/14 | $25.67 | 14,863 | $381,533.16 | $31,794.43 | |||||
63 through 74 | 2/1/14 through 1/31/15 | $26.31 | 14,863 | $391,045.56 | $32,587.13 | |||||
75 through 86 | 2/1/15 through 1/31/16 | $26.96 | 14,863 | $400,706.52 | $33,392.21 | |||||
87 through 88 | 2/1/16 through 3/31/16 | $27.63 | 14,863 | $68,444.12 ($for 2 months) | $34,222.06 |
(e) | Base Operating Expense Factor: | Year 2009 actual Operating Expenses expressed by a price per square foot leased | ||
(f) | Parking: | 3 unreserved parking spaces per each 1,000 Square Foot leased (rounded down to the nearest whole number) subject to Subsection 6.01(f) | ||
Monthly Rent per Parking Space: | N/A | |||
(g) | Term: | 7 Year(s) 4 Month(s) | ||
(h) | Target Commencement Date: | December 1, 2008 | ||
Target Expiration Date: | March 31, 2016 | |||
(i) | Security for the Lease: | $29,000.00 cash or Letter of Credit (defined and set forth in Section 4.06) | ||
(j) | Permitted Use: Permitted Occupancy: | General business offices for a biopharmaceuticals firm 52 persons (rounded down to the nearest whole number), subject to Section 6.01(b). | ||
(k) | Addresses for notices and other communications (including Rent payments) under this Lease: | |||
Landlord: | Tenant: | |||
Prior to the Commencement Date: | Prior to the Commencement Date: | |||
Crescent Lakeside, LLC | Cornerstone BioPharma Holdings, Inc. | |||
c/o Capital Associates | 2000 Regency Parkway | |||
1100 Crescent Green, Suite 250 | Suite 255 | |||
Cary, North Carolina 27518 | Cary, North Carolina 27518 | |||
(919) 233-9901 | (888) 466-6505 | |||
After the Commencement Date: | After the Commencement Date: | |||
Crescent Lakeside, LLC | Cornerstone BioPharma Holdings, Inc. | |||
c/o Capital Associates | 1255 Crescent Green, Suite 250 | |||
1100 Crescent Green, Suite 250 | Cary, North Carolina 27518 | |||
Cary, North Carolina 27518 | Attn: Chenyqua Baldwin |
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(919) 233-9901 | Ph: (888)  ###-###-#### | |||
(l) | Broker: | Capital Associates | ||
Co-Broker: | The Staubach Company |
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Month of the Term | Percent Abatement | Base Rent Abatement Amount | ||||||
February, 2009 | 100 | % | $ | 28,797.06 | ||||
March, 2009 | 100 | % | $ | 28,797.06 | ||||
November, 2010 | 100 | % | $ | 29,515.44 | ||||
December, 2010 | 100 | % | $ | 29,515.44 | ||||
February, 2011 | 100 | % | $ | 30,258.59 | ||||
April, 2011 | 100 | % | $ | 30,258.59 | ||||
January, 2012 | 50 | % | $ | 15,129.30 | ||||
February, 2012 | 50 | % | $ | 15,507.06 | ||||
March, 2012 | 50 | % | $ | 15,507.06 | ||||
April, 2012 | 50 | % | $ | 15,507.06 | ||||
January, 2013 | 50 | % | $ | 15,507.06 | ||||
February 2013 | 50 | % | $ | 15,897.22 |
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(1) | wages and salaries of all employees to an extent commensurate with such employees involvement in the operation, repair, replacement, maintenance, and security of the Building, including, without limitation, amounts attributable to the employers Social Security Tax, unemployment taxes, and insurance, and any other amount which may be levied on such wages and salaries, and the cost of all insurance and other employee benefits related thereto; | ||
(2) | all supplies and materials used in the operation, maintenance, repair, replacement and security of the Building; | ||
(3) | the rental costs of any and all leased capital improvements and the annual amortization of any and all capital improvements made to the Building which, although capital in nature, can reasonably be expected to reduce the normal operating costs of the Building, to the extent of the lesser of such expected reduction in Operating Expenses or the annual amortization of such capital improvements, as well as all capital improvements made in order to comply with any legal requirement hereafter promulgated by any governmental authority including, but not limited to, requirements relating to the environment, energy, conservation, public safety, access for the disabled or security, as amortized over the useful life of such improvements by Landlord for federal income tax purposes; | ||
(4) | the cost of all utilities, other than the cost of electricity supplied to tenants of the Building which is separately metered and reimbursed to Landlord by such tenants; | ||
(5) | the cost of all maintenance and service agreements with respect to the operation of the Building or any part thereof, including, without limitation, management fees, alarm service, equipment, window cleaning, elevator maintenance, landscape maintenance, and parking area maintenance and operation; | ||
(6) | the cost of all insurance relating to the Building and each of the premises contained therein, including, without limitation, casualty and liability insurance applicable to the Building and Landlords personal property used in connection therewith; | ||
(7) | all taxes and assessments and governmental charges, whether federal, state, county, or municipal, and whether by taxing districts or authorities presently taxing or by others, subsequently created or otherwise, including all taxes levied or assessed against or for leasehold improvements and any other taxes and assessments attributable to the Building and/or the operation thereof, together with the reasonable cost (including attorneys, consultants and appraisers) of any negotiation, contest or appeal pursued by Landlord in an effort to reduce any such tax, assessment or charge, excluding, however, federal and state taxes on Landlords income, but including all rental, sales, use and occupancy taxes or other similar taxes, if any, levied or imposed by any city, state, county, or other governmental body having jurisdiction; and | ||
(8) | the cost of all repairs, replacements, removals and general maintenance with respect to the Building. |
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(1) | expenses for capital improvements made to the Building, other than capital improvements described in Section 4.04(f)(3) above and except for items which, though capital for accounting purposes, are properly considered maintenance and repair items, such as painting and/or wallpapering of common areas, replacement of carpet in elevator lobbies and like items; | ||
(2) | expenses for repair, replacement and general maintenance paid by proceeds of insurance or by Tenant or other third parties; | ||
(3) | alterations attributable solely to tenants of the Building including the initial Tenant Improvements and those made on Tenants behalf; | ||
(4) | increases in taxes resulting from higher valuations of the Building attributable to Tenants Tenant Improvements (defined in Exhibit C) or alterations made by Tenant in excess of typical fitups in the Building, which increase shall be paid by Tenant as Additional Rent; | ||
(5) | depreciation of the Building; | ||
(6) | leasing commissions; and | ||
(7) | federal and state income taxes imposed on Landlord. |
(i) | Landlords general corporate overhead and general administrative expenses, other than charges for property management and in-house labor provided for maintenance of the Building; | ||
(ii) | costs arising from Landlords charitable or political contributions; | ||
(iii) | federal and state income and franchise taxes of Landlord or any other such taxes not in the nature of real estate taxes, except taxes on Rent; | ||
(iv) | management fees to the extent they exceed the greater of (a) reasonable, similar costs incurred in comparable office buildings in the Raleigh, North Carolina area, or (b) five percent (5%) of the gross rent received for the Building; | ||
(v) | salaries, wages or other compensation paid to officers or executives of Landlord above the level of property manager in their respective capacities; | ||
(vi) | overhead and profit increments paid to subsidiaries or affiliates of Landlord for services on or to the Building or Project, to the extent only that the costs of such services exceed competitive costs of such services were they not rendered by a subsidiary or affiliate; | ||
(vii) | any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; | ||
(viii) | capital expenditures required by Landlords gross negligence or willful misconduct to comply with laws enacted on or before the Commencement Date of the Lease; | ||
(ix) | costs incurred by Landlord for the repair of damage to the Building, to the extent Landlord is reimbursed by insurance proceeds; | ||
(x) | renovating or otherwise improving or decorating, painting or redecorating space leased to other tenants or other occupants of the Building; | ||
(xi) | costs for sculpture, paintings or other objects of art; |
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(xii) | electrical power costs and other services for which any tenant directly contracts with the local service company; | ||
(xiii) | expenses in connection with services or other benefits which are not available to Tenant or for which Tenant is charged directly, but which are not made available to another tenant or occupant of the Building; | ||
(xiv) | all items and services for which Tenant has reimbursed Landlord or has paid to third persons; | ||
(xv) | any ground lease rental; | ||
(xvi) | interest, principal, points and fees on debts, or amortization on any mortgage or other debt instrument encumbering the Building or the Land; | ||
(xvii) | legal and other costs associated with the mortgaging, refinancing or sale of the Building, Land or Project or any interest therein; | ||
(xviii) | tax penalties incurred as a result of Landlords gross negligence, willful misconduct or inability to make payments when due; | ||
(xix) | any costs and expenses related to or incurred in connection with disputes with tenants of the Building or Land or any lender for the Building or Land; and | ||
(xx) | costs associated with leasing or marketing space in the Building, including tenant improvements, advertising, lease commissions, legal fees to negotiate leases, space planning and marketing materials. |
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(1) | central heat and air conditioning in season, at such times as Landlord normally furnishes these services to other tenants in the Building and at such temperatures and in such amounts as are considered by Landlord to be standard for other class A office buildings in the greater Raleigh, Durham and Chapel Hill areas of North Carolina, but such service on Saturday afternoons, Sundays and the holidays listed in the Building Rules (which such Building Rules are attached hereto as Exhibit D and are incorporated herein by reference in their entirety), shall be furnished only upon request of Tenant, who shall bear the cost thereof as provided in Exhibit F attached hereto; | ||
(2) | elevator service; | ||
(3) | routine maintenance for the Building pursuant to Section 7.03, in the manner and to the extent deemed by Landlord to be standard for other class A office buildings in the greater Raleigh, Durham and Chapel Hill areas of North Carolina; | ||
(4) | Building-standard electric lighting service for the Building; | ||
(5) | janitor service on a five (5) day week basis, provided, however, if Tenants floor coverings or other improvements require special care, Tenant shall pay the additional cleaning cost attributable to same; | ||
(6) | water and sewer service that is considered standard for other class A office buildings in the greater Raleigh, Durham and Chapel Hill areas of North Carolina, but in no event |
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more than Tenants pro rata share of water and sewer service that is available to the Building; |
(7) | proper electrical facilities to furnish sufficient power for personal computers, fax machines, desktop computer printers, calculating machines and other machines of similar low electrical consumption, but not including electricity required for any equipment or machine which (individually) consumes more than 0.25 kilowatts per hour at a rated capacity or requires a voltage other than 120 volts single phase. Tenant shall not use more than its pro rata share of electrical circuits for power and lighting available for all tenants on the floor of the Building where the Leased Premises are located; | ||
(8) | general landscaping for the Building; | ||
(9) | snow and ice removal from Building parking lots. |
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Intentionally deleted
(1) | Tenant does not pay Rent or any other sum required to be paid by Tenant under this Lease when due; provided, however, that Tenant shall be allowed one (1) late payment of Rent in each calendar year of the Term, which late payment shall not be deemed a default hereunder so long as such Rent is paid within five (5) calendar days of the due date; or | ||
(2) | Tenant does not perform or comply with any covenant, condition, term or provision on the part of Tenant to be performed or complied with under any Article of, and/or Exhibit to, this Lease, and (i) such non-performance or non-compliance continues for twenty (20) calendar days after written notice to Tenant, or (ii) such non-performance or non-compliance is the same as or substantially similar to that of which Tenant has previously received written notice of non-performance or non-compliance from Landlord; or | ||
(3) | the interest of Tenant under this Lease is levied on under execution or other legal process; or | ||
(4) | any petition is filed by or against Tenant to declare Tenant a bankrupt or to delay, reduce or modify Tenants debts or obligations; or | ||
(5) | any petition is filed to reorganize or modify Tenants debts or obligations; or | ||
(6) | any petition is filed to reorganize or modify Tenants capital structure; or | ||
(7) | Tenant is declared insolvent according to law; or | ||
(8) | any assignment of Tenants property is made for the benefit of creditors; or |
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(9) | a receiver or trustee is appointed for Tenant or its property; or | ||
(10) | Tenant vacates or abandons the Leased Premises or any part thereof at any time during the Term for a period of fifteen (15) or more continuous calendar days; or | ||
(11) | Tenant is a corporation and Tenant ceases to exist as a corporation in good standing in the state of its incorporation; or | ||
(12) | Tenant is a partnership or other entity and Tenant is dissolved or otherwise liquidated. |
(1) | the cost of recovering the Leased Premises (including, but not limited to, reasonable attorneys fees and costs of suit); and | ||
(2) | the unpaid Rent and any other sums accrued hereunder as of the date of Lease termination; and | ||
(3) | the Base Rent and Additional Rent that would have been payable by Tenant pursuant to this Lease during the remainder of the Term but for the termination of this Lease, less the amount of Base Rent and Additional Rent, if any, which Landlord shall actually receive during said remainder of the Term from other tenant(s) to whom the Leased Premises may be rented. (To effectuate this provision, Landlord shall be entitled to accelerate all Rent due during the remainder of the Term and receive a judgment for said amount, with a continuing obligation to credit such judgment with Rent which Landlord shall actually receive during the remainder of the Term minus costs associated with collecting that Rent); and | ||
(4) | the reasonable costs and expenses of removing and storing any of Tenants or any other occupants property left in the Leased Premises, Building or Project after the date of Lease termination or after the date of termination of possession; and | ||
(5) | the reasonable costs and expenses of refurbishing the Leased Premises to the condition necessary to attempt to re-lease the Leased Premises at the prevailing market rental rate but not in excess of Building-standard, normal wear and tear and loss by insured casualty or condemnation excepted; and | ||
(6) | any brokerage fees or commissions payable by Landlord in connection with any re-leasing or attempted re-leasing; and | ||
(7) | all administrative costs and expenses in connection with any re-leasing or attempted re-leasing; and | ||
(8) | any increase in insurance premiums caused by the vacancy of the Leased Premises; and | ||
(9) | the amount of any unamortized leasing commissions, any Tenant Improvement expenses, any Tenant Improvement allowance or any other allowances, and concessions previously made by Landlord to Tenant; and, |
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(10) | any other sum of money, and damages owed by Tenant to Landlord, plus interest on (1) through (7) above at the rate of the lesser of eighteen percent (18%) per annum or the highest rate allowed by applicable law. |
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(1) | Tenant shall comply with all applicable U.S., North Carolina and municipal laws and regulations throughout the Term, as such Term may be extended as set forth in this Lease; | ||
(2) | Neither Tenant nor any person or entity that directly owns a ten percent (10%) or greater equity interest in Tenant, nor any of its officers, directors or managing members, is a person or entity with whom U.S. persons or entities are restricted from doing business under U.S. laws and regulations, including regulations of the Office of Foreign Assets Control (OFAC) of the Department of the Treasury; | ||
(3) | Tenants activities do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder (as amended from time to time, the Money Laundering Act); | ||
(4) | Tenant has taken, and shall continue to take at all times following the execution of this Lease, all actions as required by law to ensure that the funds used to make payments under this Lease are derived (i) from transactions that do not violate U.S. law or, to the extent such funds originate outside the U.S., do not violate the laws of the jurisdiction in which they originated and (ii) from permissible sources under U.S. law or, to the extent such funds originate outside the U.S., under the laws of the jurisdiction in which they originated; | ||
(5) | Neither Tenant nor any person or entity that directly owns a ten percent (10%) or greater equity interest in Tenant nor any of its officers, directors or managing members is under investigation by any governmental authority for, nor has been charged with or convicted of, money laundering, drug trafficking, or terrorist related activities; | ||
(6) | Tenant has not been assessed civil or criminal penalties under any Anti-Money Laundering Laws; and | ||
(7) | Tenant has not had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws. |
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LANDLORD: | ||||||||
Crescent Lakeside, LLC, a North Carolina limited liability company | ||||||||
By: | Capital Associates Management, LLC, a North Carolina limited liability company, Manager | |||||||
By: | /s/ Frank P. Baird | |||||||
Frank P. Baird, Delegate Manager | ||||||||
TENANT: | ||||||||
Cornerstone BioPharma Holdings, Inc., a Delaware corporation | ||||||||
By: | /s/ Chenyqua Baldwin | |||||||
Attest: | ||||||||
Name: | Chenyqua Baldwin | |||||||
By: | ||||||||
Secretary | Title: | Vice President, Executive Officer | ||||||
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TENANT: | ||||||
Cornerstone BioPharma Holdings, Inc., a Delaware corporation | ||||||
By: | ||||||
Attest: | ||||||
Name: | ||||||
By: | ||||||
Secretary | Title: | |||||
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1) | Shell Condition. Tenant Improvements and Cost. The shell condition of the Leased Premises shall consist of a concrete floor, peripheral windows or walls ready for paint, depending on the configuration of the Leased Premises; core and corridor walls necessary for multi-tenant occupancy; a sufficient number of 2 x 2 tegular ceiling tiles to complete the ceiling, such tiles to be delivered to and stored on the floor of the Leased Premises; plumbing wet columns at several locations per floor; a heating, ventilating and air conditioning system consisting of VAV boxes with rigid ductwork (high and medium pressure) in place; one (1) fluorescent lighting fixture per ninety-five (95) square feet of occupied space, such fixtures to be delivered to and stored on the floor of the Leased Premises; window blinds; and electrical grids installed above the ceiling that will provide for power and lighting. All demolition of and improvements made to the shell condition of the Leased Premises in accordance with the Schematic Space Plan and Detailed Plans (both defined below) shall be deemed the Tenant Improvements. Landlord shall be responsible for the costs and expenses of designing and constructing the Tenant Improvements described in Exhibit C-l and Section 2 of this Workletter Agreement, including any architectural fees and the costs of any plumbing, mechanical and electrical work set forth herein. |
2) | Design. Landlord shall cause an architect and one or more engineers, each of whom shall be designated by Landlord in its sole discretion, to consult with Tenant and to prepare architectural, plumbing, mechanical and electrical plans that are (i) consistent with the Schematic Space Plan for the Leased Premises (which Schematic Space Plan shall include the scope of assumptions and clarifications), which is attached hereto as Exhibit C-l, (ii) sufficiently detailed for approval and construction of the Tenant Improvements, and (iii) subject to Landlords approval, in its sole discretion (the Detailed Plans). All partitions, doors, hardware, ceiling tile, window coverings, plumbing, HVAC, lighting fixtures, switches, outlets and life safety items shall be designed in Landlords standard manner. Carpet, paint, wall covering, and millwork shall be selected and designed in Landlords standard manner and from Landlords standard finishes, unless otherwise requested by Tenant, in accordance with Section 4 herein. Tenant shall furnish to Landlord all other information and technical data reasonably necessary for the preparation of the Detailed Plans within two (2) business days of Landlords request therefor, or as otherwise agreed to by Tenant and Landlord, so as not to delay the design, pricing, approval and construction of the Tenant Improvements by the Target Commencement Date. Tenant has authorized Chenyqua Baldwin (Tenants Representative) to represent it for all purposes related to the design and construction of the Tenant Improvements, including approval of the Plans and any Change Orders (as defined below), and approval by Tenants Representative shall constitute approval by Tenant. |
3) | Approval of Plans. Landlord shall submit to Tenant for Tenants approval the Detailed Plans. Within ten (10) business days after its receipt of the Detailed Plans, Tenant shall approve the Detailed Plans in writing, subject to any modifications or changes in the Detailed Plans requested by Tenant. Landlord, in its sole discretion, shall retain final approval rights for the Detailed Plans. After Tenants approval of the Detailed Plans, or in the event Tenant does not respond to Landlord within such ten (10) business day period, the Detailed Plans shall be deemed to be approved by Tenant, and such approved Detailed Plans shall be thereafter deemed the Plans. Any subsequent changes or modifications to the Plans shall be made and accepted in writing by Landlord and Tenant and shall constitute an amendment to the Lease. |
4) | Change Orders, Tenant Requested Changes and Cost. If Tenant makes any changes or modifications to the Schematic Space Plans (Change Orders), Tenant shall be responsible for any additional costs and expenses related to the Changes Orders. Tenant shall be provided with a Cost Statement related to each Change Order in conjunction with the Change Order. Tenant shall approve the Cost Statement in the same manner as that provided in the Change Order for approving the Change Order. If an approval provision is not included in the Change Order, Tenant shall have two (2) business days to approve the additional Cost Statement. If Tenant does not approve the additional Cost Statement within the two (2) business day period, the additional Cost Statement shall be deemed approved by Tenant. Following the approval of any Cost Statement by Tenant, Tenant shall pay the costs of any Change Order within ten (10) calendar days of receipt of an invoice from Landlord for the same; provided that Landlord reserves the right to require |
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Tenant to pay the costs of any Change Orders that exceed Five Thousand Dollars ($5,000.00), prior to commencing work on the Change Order. |
5) | Construction. After Tenant (i) approves the Detailed Plans (or if Tenant does not respond to Landlord regarding the Detailed Plans, as set forth in Section 4 herein), and (ii) if there are Tenant Requested Improvements (other than Change Orders), pays any and all costs related to the Tenant Requested Improvements, then Landlord shall be entitled to cause, and shall cause, the general contractor designated by Landlord to construct the Tenant Improvements in accordance with the Plans. |
6) | Delay. The Commencement Date, Expiration Date, and commencement of installments of Monthly Base Rent shall not be postponed or delayed as a result of: |
i. | Tenants failure to furnish information or consult with Landlord or Landlords architects or engineers when requested in order to prepare the Detailed Plans; | ||
ii. | If there are any Tenant Requested Improvements, Tenants failure to approve the Cost Statement or, if applicable, to pay any cost as provided in Sections 4 and 5 herein; | ||
iii. | Changes to the Plans requested or caused by Tenant after Tenants approval of the Detailed Plans; or, | ||
iv. | Any other delay from any other cause attributable to Tenant, its agents, consultants, contractors, subcontractors or employees. |
7. | Tenants Access to Leased Premises. Landlord shall permit Tenant and its agents reasonable access to the Leased Premises during normal business hours fourteen (14) calendar days prior to the Target Commencement Date for the purpose of installing telephone and computer cabling, equipment, fixtures and other personal property, and such entry and use of the Leased Premises shall not constitute acceptance of the Leased Premises nor Tenants acknowledgment of the Commencement Date of the Lease, unless Tenant commences the operation of any portion of its business therein. This right of entry onto the Leased Premises is a license from Landlord to Tenant which is subject to revocation in the event that Tenant or its employees, contractors or agents causes or is the cause of any code or governmental violation, labor dispute, delay or damage during such period which results from, whether directly or indirectly, the installation or delivery of the foregoing, or otherwise becomes in default of any term, covenant or condition of this Lease as provided in Section 9.02. Prior to Tenants entry onto the Leased Premises in accordance herewith, Tenant shall demonstrate to Landlord that it has obtained the insurance required and is in compliance with Section 8.04 of the Lease. Under no circumstances shall Landlord be liable or responsible for and Tenant agrees to assume all risk of loss or damage to such telephone and computer cabling, equipment, fixtures and other personal property and to indemnify, defend and hold Landlord harmless from any liability, loss or damage arising from any damage to the property of Landlord, or its contractors, employees or agents, and any death or personal injury to any person or persons to the extent caused by, attributable to or arising out of, whether directly or indirectly, Tenants entry onto the Leased Premises or the delivery, placement, installation, or presence of the telephone and computer cabling, equipment, fixtures and other personal property, except to the extent that such loss or damage is caused solely by Landlords willful misconduct or gross negligence or the willful misconduct or gross negligence of Landlords contractors, agents or employees. |
8. | Warranties. Landlord shall cause the repair or replacement of any defects in material or workmanship in the Tenant Improvements installed by Landlord for a period of one (1) year after the date of substantial completion of the Leased Premises, or the duration of any manufacturers warranty, whichever is longer, provided Tenant notifies Landlord of such defect as soon as reasonably practicable after the date Tenant discovers such defect. LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE TENANT IMPROVEMENTS EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9. Tenants sole remedy for the breach of any applicable warranty shall be the remedy set forth in this Section 9. Tenant agrees that no other remedy, including without limitation, incidental or consequential damages for lost profits, injury to |
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person or property or any other incidental or consequential loss, shall be available to Tenant. The parties recognize mat repair costs that are not covered under a warranty shall be treated in the same manner as any other repair under the Lease, so the costs of repairs that are Landlords responsibility shall be either capital costs or Operating Expenses as determined under Section 4.04 of the Lease and any costs that are Tenants responsibility shall be as provided in Section 7.04 of the Lease. | ||
9. | Compliance with Certain Requirements. At any time before, during, and after construction, Landlord shall have the right to require changes to the Plans and construction in order to comply with applicable building codes, other governmental requirements, and insurance requirements. Neither Landlords nor Tenants approval of the Plans is a warranty that the Plans comply with applicable building codes, other governmental requirements, and insurance requirements. | |
10. | No Liability. Notwithstanding the review and approval by Landlord of the Detailed Plans and any changes to same, Landlord shall have no responsibility or liability, including the costs of additional or corrective work, in regard to the safety, sufficiency, adequacy or legality thereof, and Tenant shall look solely to the party(ies) preparing same as the party(ies) responsible for ensuring that such Detailed Plans and changes thereto (and the architectural and engineering completeness and sufficiency thereof and the Tenant Improvements constructed as a result thereof) are in compliance with all applicable laws and regulations, and Tenants stated intended use. |
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(page 1 of 6)

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(page 2 of 6)
Board room break area: (9) If of uppers, lowers & tops, all p-lam.
Built in phone carols: (10) If of countertops & (3) supports.
Training break room: (8) If of uppers, lowers & tops, all p-lam.
Reception desk: we have provided an allowance of $7,000.00 in the base bid.
Break Room: (16) If of uppers, lowers & tops, all p-lam.
Mail Room: (14) If of uppers, lowers & tops, all p-lam.
Sales Ops room (9.5) If of uppers, lowers & tops, all p-lam.
Reg. Print room (7.5) If of uppers, lowers & tops, all p-lam. Plans originally called for 151f of cabinets.
NOTE:
(1) We have provided an allowance of $12,400.00 for the GLASS suite entry doors.
(2) We have not provided for any specialty doors, frames or hardware within the base bid as we assume that the allowances for security will cover these upgrades.
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(page 3 of 6)
NOTE:
(1) | We have assumed that the exterior walls are hung, finished and ready for paint. | ||
(2) | We have priced the tenant side of the corridor walls as 1/3 wall. | ||
(3) | We have provided for a standard wall to the grid. No modified RACO system (no aluminum head track). |
NOTE: We assume that the ceiling grid is already existing and in place.
We have provided an allowance of $22.00 sy installed for upgraded carpeting in the board room and the reception area.
We have provided for VCT flooring in the board room break area, sales ops, training break room, break room, server / storage & finish storage.
Carpet base throughout.
Pre -finished Cherry Wood base in the reception and the board room.
Finish protection for existing shell finishes.
Final Cleaning of completed space.
Remove and re-install exterior window to allow for the stocking of building materials.
We have provided an allowance of $1,000.00 for (2) dishwashers. (1) for the board room and (1) for the break room.
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(page 4 of 6)
(2) ice maker connections.
(1)6 gallon water heater for the training break room.
60 If of 2 no-hub cast iron waste line.
40 If of 1/2 water line.
40 If of 3/4 water line.
the training room.
(1) new VAV box for the break room.
(21) new 4 lay in slot diffusers.
(40) new 2 lay in slot diffusers.
(40) new 2 x 2 lay in return grills.
Provide and install (2) new VAVs with low pressure duct work for the (2) conference rooms.
Insulate new ductwork.
Provide and install new air distribution.
Install (5) existing Novar thermostats.
Provide and install (2) new Novar thermostats for the new VAVs.
Provide and install (1) new thermostatically controlled exhaust fan for the server room.
Start-up and non-certified test and balance.
NOTE: We have not provided for 24 hr cooling in the server room. See alternates for this pricing.
Shop drawings and hydraulic calcs by a NIECT level III designer for permitting.
NOTE: We have based our proposal on light hazard office occupancy.
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(page 5 of 6)
(15) new 18 cell parabolic lay in light fixtures w/ battery backup.
(10) exit / emergency lights.
(40) motion sensors.
(5) light switches.
(85) duplex receptacles.
(12) dedicated duplex receptacles.
(2) GFI duplex receptacles.
(30) phone / data stubs.
(16) circuits for office furniture.
(1) wire projection screen.
(3) floor duplex receptacles.
(1) wire water heater.
(2) 240V dedicated receptacles.
(3) new fan powered boxes.
Fire alarm test & inspection.
Power expander included.
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(page 6 of 6)
Structural steel and structural engineering.
Fire Rating and assemblies other than per plan.
Performance or Payment Bonds.
Demolition other than specified above.
Major floor prep, ie: grinding, excessive floor patching and / or leveling.
Mini Blinds.
Corner Guards.
Trench rock removal.
Data and phone cabling.
Architectural or engineering fees, other than noted above.
No utility fees have been included.
Equipment connectors such as electrical cords, gas valves and/or connection lines.
Repairs to existing work, materials or equipment.
Repairs to existing work per inspector discovery or request.
Any work not specifically mentioned or listed above.
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Print Name: | ||||
| ||||
Employer: | ||||
Witness: | ||||
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To: | Bank of America, N.A. | |||
One Bank of America Plaza | ||||
421 Fayetteville St. Mall | ||||
Suite 1706 | ||||
NC7-002-17-06 | ||||
Raleigh, NC 27601 | ||||
Attention: Real Estate Lending Loan Administration | ||||
Re: | ||||
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TENANT: | ||||||
Cornerstone BioPharma Holdings, Inc., a Delaware corporation | ||||||
By: | ||||||
Attest: | ||||||
Name: | ||||||
By: | ||||||
Secretary | Title: | |||||
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