HomeMy WebLinkAboutLease Agreement (2)
Augusta Richmond GA
DOCUMENT NAME: Le.o. s e. -^'3 ree mLYl+
DOCUMENT TYPE: J\:JY-~~~
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BOX NUMBER:
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FILE NUMBER: \ 5 19 3 b
NUMBER OF PAGES:
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LAW OFFICES
BURNSIDE, WALL, DANIE~, ELLISON & REVELL
THOMAS R. BURNSIDE, JR" P,C,
JAMES B, WALL, P,C.
JAMES W, ELLISON
HARRY D. REVELL
THOMAS R. BURNS/DE, III
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATlpNS
OFFICE
454 GREENE STREET
P. O. BOX 2/25
AUGUSTA, GEORGIA 30903
(706) 722-0768
TELECOPIER (706) 722-5984
E-MAIL BumWall@gabn.net
ROBERT C. DANIEL, JR,
(1943-1993)
October 17, 2001
HAND DELIVERY
Office of Clerk of Commission
ATTENTION: LENA BONNER
, 530 Greene Street
Aug usta, Georg ia 30911
RE: THREE YEAR LEASE WITH HUTCH HOLDINGS, INC. FOR CORONER'S OFFICE
AND HUMAN RELATIONS COMMISSION OFFICE
Dear Ms. Bonner:
Please find enclosed herewith the original leases which have now been executed
for and on behalf of the above landlord. These originals are being returned to you for
the permanent file.
With best regards, I am
Yours very truly,
a/?~~
Thomas R. Burnsid~ '"
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TRB, III/sf
cc: James B. Wall
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LEASE AGREEMENT
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THE STATE OF GEORGIA
COUNTY OF RICHMOND
THIS LEASE AGREEMENT, made and entered into at Augusta, Georgia, on
SEPTEMBER 1,2001
hereinafter referred to as "Lease", by and between HUTCH HOLDINGS, INC c/o REX
PCMhereinafter referred to as "Landlord",
and AUGUSTA, GEORGIA (CORONER'S OFFICE) hereinafter referred to as
"Tenant", without regard to number or gender.
WITNESSETH:
1. LEASED PREMISES:
A. In consideration of the rents herein provided, and the terms, provisions, and covenants
hereof, Landlord hereby leases,lets'and demises to Tenant, the following described
premises (referred to in this Lease as "leased premises") situated in New South Building
("Building"), located at 360 Bay Street, in the city of Augusta, Georgia, more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference.
B. The net rentable area of the Building shall be determined by measuring each floor
. from the outer surface of the outer wall of each floor to the outer surface of the opposite
outer wall and shall include all area within the outside walls less areas used for elevator
shafts. In the case of a single tenancy floor of the Building, net rentable area of such
,leased premises shall be determined by measuring from the outer surface of the outer wall
enclosing the leased premises to the outer surface of the opposite outer wall plus a
proportionate share of the Building Common Areas. In the case of a tenancy covering less
than a full floor, the net rentable .area of such leased premises shall be determined as
above, but shall include a proportionate share of the Building Common Areas,and Floor
Common Areas and shall be measured from the outer surface of the outer wall to the
center of party walls and/or hallway partitions. The number of square feet of net rentable
area comprising the leased premises shall be the number hereinafter specified, which
space ,is shown on the floor plan attached hereto and designated as Exhibit "B" attached
hereto and incorporated herein by reference.
C. The term "Floor Common Areas" shall mean all those common areas that arc primary
to the benefit of those tenants on a si~gle floor. The term "Building Common Areas" shall
mean all common areas that are not Floor Common Areas.
D. The net rentable area in the leased premises has been calculated on the basis of the
foregoing definition and is hereby stipulated for all purposes hereof to be the space as
designated on Exhibit "B", whether the same would be more or less as a result of minor
variations resulting from actual construction and completion of the leased premises fox
occupancy so long as work is done in accordance with terms and provisions hereof. In the
event of an expansion or contraction of the Building, the Building net rentable area shall
be predetermined.
2. TERM:
Subject to and upon the conditions set forth herein, the term of this Lease (hereinafter
referred to as the "Term") shall commence on September 1, 2001, hereinafter referred to
as "Commencement Date") and shall end on September 1,2004, hereinafter referred to as
"Termination Date") unless sooner terminated as hereinafter provided. Tenant shall have
two I-year options to renew at a rate based on the Consumer Price Index.
3. POSSESSION AND USE:
A. In the event the leased premises shall not be completed and ready for occupancy on the
Commencement Date or in the event Landlord is unable to deliver possession on such
date by reason of the holding over or retention of possession by any tenant or Occupant,
this Lease shall nevertheless continue in force and effect, but base monthly rental (as
hereinafter defined) shall abate until the leased premises are ready for occupancy or until
the Landlord is able to deliver possession, as the case many be, and Landlord shall have
no other liability whatsoever on account hereof; provided however, there shall be no
abatement of base monthly rental if the leased premises are not ready for occupancy
because of the failure to complete the installation of special equipment, fixtures or
materials ordered by Tenant or because of any delays resulting from Tenant's failure to
promptly submit plans in accordance with Exhibit "B" and/o- Exhibit "C" or resulting
from changes or additions to Tenant's plans after the initial submission thereof. The
leased premises shall be deemed complete and ready for occupancy if only minor details
of construction, decoration or mechanical adjustments remain to be done. The
determination of Landlord shall be final and conclusive on Tenant as to whether the
leased premises are completed and ready for occupancy.
B. If Tenant shall take possession of the leased premises or any part thereof prior to the
Commencement Date (which Tenant may do with Landlord's prior written consent), all of
the covenants and conditions of this Lease shall be binding upon the parties hereto.
Tenant's rent for the period of such occupancy prior to the Commencement Date shall not
exceed the base monthly rent set forth in Section 4 hereof prorated for such period of
occupancy and, if less than the whole leased premises are occupied, for the proportionate
area of the total leased premises so occupied.
C. In the instance of the occurrence of any of the events described in Section 3.A. hereof,
Landlord shall have the right to correspondingly extend the Termination Date hereof.
Landlord and Tenant shall execute 'an amendment hereto which shall state the revised
Termination Date hereof.
D. Tenant shall continuously use and occupy the leased premises as executive business
offices and for no other purpose.
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4. BASE MONTHL Y RENTAL AND SECURITY DEPOSIT:
A. Tenant shall pay in coin or currency which, at the time Of payment, is legal tender for
private or public debts in the United States of America, a base monthly rental of ("base
monthly rental") SIX HUNDRED THREE AND 68/100 DOLLARS ($603.68) on or
before the first day of each and every month during the Term, without any set-off or
deduction whatsoever, except that Tenant shall pay the first full monthly installment at
the time of execution of this Lease, If the Term commences other than on the first day of
a month or ends other than on the last day of the month, the base monthly rental for such
month shall be prorated. The prorated base monthly rental for the portion of the month in
which the Term commences shall be paid on the first day of the first full month during
the Term. The base monthly rental shall be subject to adjustment as hereinafter provided.
If the base monthly rental payment is not received by Landlord on or before five (5) days
following the due date, said base monthly rental payment shall be in default and a service
char e of 10% of the defaulted payment may, at the option of Landlord, become due and
payable in addition to the regular base monthly rental owed under this Lease. Tenant
acknowledges that late payment to Landlord will cause costs to be incurred by Landlord
including, without limitation, processing and accounting changes, Tenant and Landlord
agree that this late payment represents a fair and reasonable estimate of the costs
Landlord will incur by reason of a late payment by Tenant. The parties further agree that
proof of actual damages would be costly and inconvenient. LATE FEE: Rent not received
by the lanlord by the 8th day of the month will be assessed a 10 percent late penalty which
becomes due and payable as part of the current rent.
B. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in
the Land and the building and in this Lease and Tenant agrees that in the event of any
such transfer or mortgage, Landlord shall have the right to transfer or assign the security
deposit to the transferee or mortgagee. Upon, and only upon, written acknowledgement of
transferee's or mortgagee's receipt of such security deposit, Landlord shall thereby be
released by Tenant from all liability or obligation for the return of such security deposit
and Tenant shall look solely to such transferee or mortgagee for the ret u to of the
security deposit.
5. LANDLORD IMPROVEMENTS:
Landlord will install or cause to be installed in the leased premises, at Landlord's
expense, the improvements specified in Exhibit "B" and/or "c" hereto. All other or
additional improvements to the leased premises shall be installed at the sole cost and
expense ofthe Tenant either by Landlord, or by contractors, subcontractors or other
person selected by Tenant and approved in writing by Landlord. The improvements,
including partitions shall be in accordance with the floor plan and its specifications
agreed to by the parties and made a part hereof by reference, which floor plan is to be
approved and signed by the parties hereto prior to the commencement of construction
thereof.
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6. LANDLORD SERVICES:
Subject to the terms and provisions of Section 8 hereof, Landlord will provide the
following services:
A. For all public areas and special service areas to the building:
, 1) Electric current for lighting and for nominal building maintenance and operations
usage, and
2) Electric lighting service, and
3) Heating, ventilating and/or air conditioning as required on a seasonal basis, and
4) Routine maintenance, painting, and decorating, and
5) Janitorial service on a five (5) day per week basis.
6) Water service (from the public water supply) for domestic use in restrooms and
drinking fountains for general use of all tenants in the building, and
7) Elevator service where applicable.
8) Snow removal after at least two (2) inches of accumulation where applicable.
B. For all Tenant areas in the Building:
1) Electric current for lighting and for Tenant's incidental uses provided that the
electricity so furnished will be at a nominal 120 volts and no electrical circuit for the
supply of such incidental use will have a current capacity exceeding 15 amperes, and such
electricity will be used only for equipment and accessories normal to office usage, and
2} Electric lighting service for Building standard lighting fixtures, and
3) Heating, ventilating, and/or air conditioning 8:00 A.M. to 7:00 P.M. Monday thru
Friday unless otherwise agreed to
4) Routine maintenance, and
5) 'Janitorial service on a five (5) day per week basis, and
C. The above listed services shall be provided by Landlord during normal business hours
and in the manner and to the extent deemed by Landlord to be sufficient.
D. Tenant agrees that Landlord shall not be liable for damages, by abatement of rent or
otherwise, for failure to furnish or delay in furnishing any service, or for any diminution
in the quality or quantity thereof, when such failure or delay or diminution is occasioned,
in whole ,or in part, by repairs, improvements, any strike lockout or other labor trouble,
inability to secure electricity, gas, water, or other fuel at the Building after reasonable
effort so to do, any accident or casualty whatsoever, the act or default of Tenant or other
parties or any other cause beyond Landlord's reasonable control; and such failures or
delays or diminution shall never be deemed to constitute an eviction or disturbance of the
Tenant's use and possession of the leased premises or relieve the Tenant from paying rent
or performing any of its obligations under this Lease. Landlord shall be diligent in its
efforts to cure such failure or delay or diminution.
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E. Any electrical requirements of Tenant in excess to those provided by Landlord herein
shall be at Tenant's cost and expense. Charges for any services for which Tenant is
required to pay from time to time hereunder shall be due and payable at the same time as
the base monthly rental with which they are billed, or, ifbilled separately, shall be due
and payable within five (5) days after such billing. If Tenant shall fail to make payment
for any such services, Landlord may, with notice to Tenant, discontinue any or all of such
services and such discontinuance shall not be deemed to constitute an eviction or
disturbance of the Tenant's use and possession of the leased premises or relieve Tenant
from paying rent or performing any of its other obligations under this Lease.
7. REPAIRS AND MAINTENANCE:
A. Tenant will, at Tenant's own expense, keep the leased premises in good order, repair
and condition at all times during the Term, and Tenant shall promptly and adequately
repair all damage to the leased premises and replace or repair all damaged or broken
fixtures and appurtenances, under the supervision and subject to the approval of the
Landlord, and within any reasonable period of time specified by the Landlord. If the
Tenant does not do so, Landlord may but need not, make such repairs and replacements,
and Tenant shall pay Landlord the cost thereof, including a percentage ofthe cost thereof
(to be uniformly established for the Building) sufficient to. reimburse Landlord for all
overhead, general conditions, fees and other costs or expenses arising from Landlord's
involvement with such repairs and replacements forthwith upon being billed for same.
Landlord may, but shall not be required to, enter the leased premises at all reasonable
times to make such repairs, alterations, improvements and additions to the leased
premises or to the Building or to any equipment located in the Building as Landlord shall
desire or deem necessary or as Landlord may be required to do by governmental authority
or court order or decree.
B. Tenant shall not commit or allow any waste or 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 said leased premises to Landlord in as good condition as of the date
of initial possession by Tenant, ordinary wear and tear excepted, and upon such ter-
mination of this lease, Landlord shall have the right to re-enter and resume possession of
. the leased premises. The cost and expense of any repair necessary to restore the condition
of the leased premises to said condition in which they are to be delivered to Landlord
shall be borne by Tenant.
8. EXPENSE ADJUSTMENT:
A. In the event that during the term hereof the Operating Expenses of the Building during
any Calendar Year shall exceed the Operating Expenses of the Building during the Base
Year, Tenant shall pay as additional rent its Proportionate Share of such excess.
B. As promptly as practical following the close of the Base Year and each Calendar Year
thereafter, Landlord shall furnish to Tenant, in reasonable detail, a schedule of the
Operating Expenses for such year. Failure of Tenant to notify Landlord in writing of any
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objections to the schedule of Operating Expenses within thirty (30) days of receipt of the
schedule by Tenant shall conclusively constitute acceptance by Tenant of such schedule.
In the event of a timely objection by Tenant, Tenant shall have the right, at its expense
and at reasonable time, to review Landlord's Operating Expense invoices or checks
relating to the year for which such schedule was prepared. Landlord shall cause to be kept
books and records showing Operating Expenses in accordance with an appropriate system
of accounts and accounting practices consistently maintained. Notwithstanding the
foregoing, should Landlord provide Tenant with a audited schedule of Operating
Expenses certified by an independent certified public accountant, such schedule of
Operating Expense shall be deemed final and conclusive on Tenant.
C. At such time as Landlord deliveries the schedule of Operating Expenses for a year
other than the Base Year, Landlord shall deliver to Tenant a computation notice setting
forth:
1) the adjustment for the additional rent, if any, due Landlord resulting from the
Operating Expenses for the immediately preceding Calendar Year ("Lump Sum
Adjustment");
2) an adjustment in the base monthly rental for the current Calendar Year resulting from
the Operating Expenses for the immediately preceding year ("Catch Up Adjustment-):
and an adjustment in the base monthly rental for the current Calendar Year based upon
Landlord's estimate of the increase in Operating Expenses for the current Calendar Year
("Estimate Adjustment").
a)ln determining the Lump Sum Adjustment for the immediately preceding Calendar
Year,
(1) a comparison shall be made between the Operating Expenses for such Calendar Year
and the Operating Expenses for the Base Year, or, for any billing under this Section
subsequent to the initial billing, between the Operating Expenses for such Calendar Year
and the Operating Expenses for the immediately preceding Calendar Year and
(2) a credit against the Lump Sum Adjustment shall be provided Tenant for the Estimate
Adjustment, if any, made by Tenant, attributable to such Calendar Year. Tenant shall pay
in full the Lump Sum Adjustment attributable to the previous Calendar Year within thirty
(30) days from receipt of the computation notice from Landlord.
b) In addition to the Lump Sum Adjustment, on the first day for the paymerit of a base
monthly rental installment following the furnishing to Tenant ofthe computation notice
for the immediately preceding Calendar Year, Tenant shall pay to Landlord an amount
equal to (1) one-twelfth (1/12) of the Lump Sum Adjustment (prior to credit for the
Estimate Adjustment), multiplied by (2) the number of months of the lease term elapsed
during the current Calendar Year.
c) Thereafter, commencing with the next due in installment of base monthly rental for
the current Calendar Year and continuing monthly thereafter, until a different
computation notice is received by Tenant, the base monthly rental shall be increased by
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(1) an amount equal to one-twelfth (1/12) ofthe Lump Sum Adjustment (prior to credit
for the Estimate Adjustment), and
(2) the Estimate Adjustment, if any. ,
D. In the event that Operating Expenses for a Calendar Year are less than Operating
Expenses for the immediately preceding Calendar Year, and/or the Lump Sum
Adjustment for any Calendar Year is less than the Estimated Amendment for
year, Tenant shall receive a credit against Tenant's base monthly rental until such credit
has been fully applied.
E. Definitions:
1) "Base Year" shall mean
2) "Calendar Year" shall mean each calendar year or part thereof during the Term of this
Lease.
3) " Proportionate Share" shall be the percentage calculated by dividing the net rentable
area of the leased premises by 95% of the total net rentable area of the Building;
4) "Operating Expenses" shall mean Taxes and all cost of operation and maintenance of
the Building and the Land on which the Building is located ("Land") of every kind and
nature paid or incurred by Landlord in connection with the ownership, management,
operation and repair of the Building and the Land including but not limited to utility
charges, sewerage charges, insurance premiums, management, janitorial and cleaning
services, elevator services, licenses, permits and inspection fees, heating and cooling,
maintenance and repairs, labor and supplies; and
5) "Taxes" shall mean all real estate taxes and assessments special or otherwise, levied or
assessed upon of with respect to the Land and/or Building and ad valorem taxes for any
personal property used in connection therewith. Should, by way of substitution, for such
real estate taxes and ad valorem personal property taxes, the State in which the Building
is located, or any political subdivision thereof, or any other governmental authority
having jurisdiction over the Land and/or the Building, impose a tax, assessment, charge
or fee, including but not limited to an income or franchise tax or a tax on rents, all such
taxes, assessments fees or charges (hereinafter defined as "in lieu Taxes") shall be
deemed to constitute Taxes hereunder. Taxes may also include all fees and costs incurred
by Landlord in seeking to obtain a reduction of, or a limit on the increase in, any Taxes,
regardless of whether any reduction or limitation is obtained. Except as hereinabove
provided with regard to "In lieu Taxes", Taxes shall not include any inheritance, estate,
succession, transfer, gift, franchise, net income or capital stock tax; and
F. Any payment to be made pUrsuant to this Section with respect to the Calendar Year in
which the Lease commences and/or terminates shall be prorated if less than a full year,
with such proration to be calculated on a daily basis. Any obligations of Tenant
applicable to the Calendar Year in which this Lease terminates shall. survive the
expiration of this Lease.
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9. ASSIGNMENT OR SUBLEASE:
Tenant shall not assign or, in any manner, transfer this Lease or any estate or interest
herein, or sublet the leased premises or any part thereof, or grant any license, concession
or other right of occupancy of any portion of the leased premises, or use or permit same
to be used for any other purpose than stated in the use clause hereof without the prior
written consent of Landlord. Consent by Landlord to one or more assignments, subletting
or uses shall not operate as a waiver of Landlord's rights as to any subsequent assignment,
subletting, or uses. Notwithstanding any assignments or subletting, Tenant and any
guarantor of Tenant's obligations under this lease shall at all times remain fully
responsible and liable for the payment of the rent herein specified and for the compliance
with all of the Tenant's other obligations under this Lease, and it shall not be necessary
for Landlord to join any such sublessee' or assignee hereof in any action of Landlord
against Tenant resulting from default by such sublessee or assignee under the terms of the
Lease. Upon the occurrence of an "event of default" as hereinafter defined, if the leased
premises or any part thereof are or have been assigned and/or sublet, Landlord, in
addition to any other remedies herein provided by law, may, at its option, collect directly
from such assignee or sublessee all rents becoming due to Tenarit under such assignment
or sublease and apply such rent against any sum due to it by Tenant hereunder, and no
such collection shall be construed to constitute a novation or a release of Tenant from the
further performance of its obligations hereunder.
10. ADDITIONS AND ALTERATIONS:
A. Tenant shall not, without the prior written consent of Landlord, make any alterations,
improvements or additions to the leased premises. Landlord's refusal to give said consent
shall be conclusive. If Landlord consents to said alterations, improvements or additions, it
, may impose such conditions with respect thereto as Landlord deems appropriate,
including, without limitation, requiring Tenant to furnish Landlord with security for the
payment of all costs to be incurred in connection with such work, insurance against
liabilities which may arise out of such work, and plans and specifications plus permits
necessary fox such work. The work necessary to make any alterations, improvements or
additions to the leased premises shall be done at Tenant's expense by employees of or
contractors hired by Landlord except to the extent Landlord gives its prior written consent
to Tenant's hiring contractors. Tenant shall promptly pay to Landlord or to Tenant's
contractors, as the case may be, when due, the cost of all such work and of all decorating
required by reason thereof. Tenant shall also pay to Landlord a percentage of the cost of
such work (such percentage to be established on a uniform basis for the Building)
sufficient to reimburse Landlordfor all overhead, general conditions, fees and other costs
and expenses arising from Landlord's involvement with such work. Upon completion of
such work Tenant shall deliver to Landlord, if payment is made directly to contractors,
evidence of payment, contractors' affidavit and full and final waivers of all liens for labor,
services or materials. Tenant shall defend and hold Landlord and the Land and Building
harmless from all costs, damages, liens and expenses related to such work. All work done
by Tenant or its contractors pursuant to Section 7 or 10 shall be done in a first-class
8
workmanlike manner using only good grades of materials and shall comply with all
insurance requirements and all applicable laws and ordinances and rules and regulations
of governmental departments or agencies.
B. All alterations, improvements and additions to the leased premises whether temporary
or permanent in character, made of paid for by Landlord or Tenant, shall without
compensation to Tenant become Landlord's property at the termination of this Lease by
lapse of time or otherwise and shall, unless Landlord requests their removal (in which
case Tenant shall remove the same as provided in Section 34), be relinquished to
Landlord in good condition, ordinary wear excepted.
11. COMPLIANCE WITH LAWS AND RULES OF BUILDING:
Tenant shall comply with all laws, ordinances, orders, rules and regulations (state,
federal, municipal and other agencies or bodies having any jurisdiction t~ereof) relating
to the use, condition or occupancy of the leased premises. Tenant will comply with the
rules of the Building adopted by Landlord which are set forth in Exhibit "D" hereof.
Landlord shall have the right if necessary to change such rules and regulations or to
amend them in any reasonable manner and for preservation of good order therein, all of
which changes and amendments will be sent by Landlord to Tenant in writing and shall
be thereafter carried out and observed by Tenant. Tenant shall further be responsible for
the compliance with such rules and regulations by the employees, servants, agents and
visitors of Ten ant. Use by Tenant and its employees and agents of parking area in the
vicinity of the Building in which the leased premises are located shall be subject to such
rules and regulations governing use as Landlord may from time to time prescribe,
including the designation of specific areas in which automobiles owned by Tenant its
employees and agents, shall be parked. Tenant will furnish to Landlord upon request a
complete list of license numbers of all automobiles operated by Tenant, its employees
and agents.
12. LANDLORD'S RIGHT OF ENTRY:
Tenant shall permit Landlord or his agents or representatives to enter into and upon any
part of the leased premises, at all reasonable hours to inspect same, clean or make repairs,
alterations or additions thereto, as Landlord may deem necessary or desirable, or for the
purpose of determining Tenant's use thereof or whether an act of default under this lease
has occurred. Tenant shall not be entitled to any abatement or reduction of rent by reason
of any such repairs, alterations or additions reasonably required to be made by Landlord
hereunder.
13. NUISANCE:
Tenant shall conduct its business and control its agents, employees, invitees and visitors
in such a manner as not to create any nuisance, or interfere with, annoy, or disturb any
other tenant or Landlord in its management of the building.
14. CONDEMNATION:
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If the Land or the Building or any portion thereof shall be taken or condemned by any
competent authority for any public or quasi-public use or purpose (a "taking"), or if the
configuration of any street, alley, riverbank, or u bridge adjacent to the Building is
changed by any competent authority and such taking or change in configuration makes it
necessary or desirable to remodel ox reconstruct the Building, Landlord shall have the
right, exercisable at its sole di,scretion, to cancel this Lease upon not less than ninety (90)
days notice prior to the date of cancellation designated in the notice. No money or other
consideration shall be payable by Landlord to Tenant for the right of cancellation and
Tenant shall have no right to share in the condemnation award or in any judgement for
damages caused by such taking or change in configuration.
15. FIRE OR CASUALTY DAMAGE:
A. Section 7 hereof notwithstanding, if the leased premises or the Building (including
machinery or equipment used in its operation) shall be damaged by fire or other casualty
(except fires or other casualties resulting from Tenant's fault or neglect) and if such
damage does not render all or a substantial portion of the leased premises or building
untenantable, then Landlord shall repair and restore the same with reasonable
promptness, subject to reasonable delays for insurance adjustments and delays caused by
matters beyond Landlord's reasonable control If any such damage renders all or a
substantial portion of the leased premises or Building untenantable, Landlord shall have
the right to terminate this lease as of the Sate of such damage (with appropriate prorations
of rent being made for Tenant's possession subsequent to the date of such damage of
those tenantable portions of the leased premises) upon giving written notice to the Tenant
at any time within sixty (60) days after the date of such damage. Unless this Lease is
terminated as provided herein and so long as such damage does not result from Tenant's
fault or neglect, Landlord shall proceed with reasonable promptness to repair and restore
the leased premises, subject to reasonable delays for insurance adjustments and delays
caused by matters beyond Landlord's reasonable control. Landlord shall have no liability
to Tenant, and Tenant shall not be entitled to terminate this Lease by virtue of any delays
in completion of such repairs and restoration. Rent, however, shall abate on those
portions of the leased premises as are, from time to time, untenantable as a result of such
damage.
B. In the event the Building is damaged by fire or other casualty resulting from Tenant's
failure or neglect, Landlord shall have no obligation to repair or restore the Building or
any part thereof and Tenant shall not be released from any of its ,obligations hereunder
(including, without limitation, its duty to repair the leased premises and its liability to
Landlord for damages caused by such fire or other casualty).
C. Notwithstanding anything to the contrary herein set forth, Landlord shall have no duty
pursuant to this Section 15 to repair or restore any portion of the alterations, additions or
improvements in the leased premises or the decoration thereto except to the extent that
such alterations, additions, improvements and decoration were provided by Landlord, at
Landlord's cost, at the beginning of the Term. If Tenant wants any other or additional
10
repairs or restoration and if Landlord consent thereto, the same shall be done at Tenant's
expense subject to all of the provisions of Section 7 hereof.
16. CASUALTY INSURANCE:
A. Landlord shall, at all times during the Term of this Lease, at his expense, maintain a
policy or policies of insurance, insuring the Building against loss or damage by fire.
Landlord shall not be obligated to insure any furniture, equipment, machinery, goods or
supplies not covered by this Lease which Tenant may bring or obtain upon the leased
premises, or any additional improvements which Tenant may construct thereon.
B. Tenant shall carry insurance from the first day of Tenant's occupancy and during the
entire Term hereof insuring Tenant and Landlord as their interests may appear with terms,
coverages and by companies satisfactory to Landlord, and with such increases in limits as
Landlord may from time to time request, but initially Tenant shall maintain the following
coverage in the following amounts:
1) In case of personal injury to or death of any person or persons, not less than
$1,000,000 for each injury or death to a person and $1,000,000 for each incident
involving personal injury or death to persons, and, in case of property damage, not less
than $1,000,000 for anyone occurrence; and
2) In case of fire, sprinkler leakage, malicious mischief, vandalism, and other extended
coverage perils for the full insurable replacement value of all additions, improvements
and alterations to the leased premises which are beyond those tenant improvements
initially provided by Landlord and of all office furniture, trade fixtures, office equipment,
merchandise and all other items of Tenant's property on the leased premises.
C. Tenant shall furnish to Landlord certificates evidencing such coverage which
certificates shall state that such insurance coverage may not be changed or cancelled
without at least ten days prIor written notice to Landlord and Tenant.
17.WAIVER OF SUBROGATION:
Landlord and Tenant each hereby waive any and every claim for recovery from the other
for any and all loss of or damage to the Building or leased premises or to the contents
thereof, which loss or damage is covered by valid and collectible fire and extended
coverage insurance policies, to the extent that such loss or damage is recoverable under
said insurance policies. Inasmuch as this mutual waiver will preclude the assignment of
any such claim by subrogation (or otherwise) to an insurance company (or any other
person). Landlord and Tenant each agree to give to each insurance company which has
issued, or in the future may issue, to it policies of fire and extended coverage insurance,
written notice of the terms of this mutual waiver, and to have said insurance policies
properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by
reason of said waiver.
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18. USAGE AND VOIDING INSURANCE:
Tenant shall not occupy or use, or permit any portion of the leased premises to be
occupied or used for any business or purpose which is unlawful or extra hazardous, or
permit anything to be done which would in any way increase the rate of fire insurance
coverage in said leased premises and/or the contents of the Building and in
the event that, by reason of such acts of Tenant, there shall be any increase in the
insurance rates of the Building or contents above normal rates, Tenant agrees to pay to
, Landlord on demand, as additional rental, an amount equal to all such increases.
19. HOLDING OVER:
Tenant shall pay to Landlord an amount as base monthly rental equal to 200% of the base
monthly rental herein provided during each month or portion thereof for which Tenant
shall retain possession of the leased premises or any part thereof after the termination of
the Term or of Tenant's right of possession, whether by lapse of time or otherwise, and
also shall pay all damages sustained by Landlord, whether direct or consequential, on
account thereof. Such hold over shall be as a tenant at will and all of the terms and
provisions of this Lease shall be applicable during such period. No holding over by
Tenant, whether with ox without consent of Landlord shall operate to extend this Lease
except as maybe herein provided. The provisions of this clause shall not be held as a
waiver by Landlord of any right of re-entry, or any other rights of Landlord as provided
under this Lease; nor shall the receipt of said payment or any part thereof, or any other act
in apparent affirmance of the tenancy, operate as a waiver of the right to forfeit this Lease
and the Term hereby granted for the period still unexpired, for any breach of any of the
covenants herein, or any other of Landlord's rights hereunder.
20. LANDLORD'S LIEN:
A. Unless otherwise prohibited by law, in addition to any statutory Landlord's lien.
Landlord shall have at all times a valid security interest to secure payment of all rentals
and other sums of money becoming due hereunder from Tenant, and to secure payment of
any damages or loss which Landlord may suffer by reason of the breach by Tenant of any
covenant agreement or condition contained herein, upon all goods, wares, equipment,
fixtures, furniture improvements and other personal property of Tenant presently, or
which may hereafter be, situated in the leased premises, and all proceeds therefrom, an
such property shall not be removed therefrom without the consent of Landlord until all
arrearages in rent as well as any and all other sums of money then due to Landlord
hereunder shall first have been paid and discharged and all covenants, agreements and
conditions hereof have been fully complied with and performed by Tenant.
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B. Upon the occurrence of an ~vent of default by Tenant, Landlord may in addition to any
other remedies provided herein, enter the leased premises and take possession of any and
all goods, wares, equipment, fixtures, furniture, improvements and other personal
property of Tenant situated on the premises, without liability for trespass or conversion,
and sell the same at public or private sale, with or without having such property at the
sale, after giving Tenant reasonable notice of the time and place of any public sale or of
the time after which any private sale is to be made at which sale the Landlord or its
assigns may purchase unless otherwise prohibited by law. Unless otherwise provided by
law, and without intending to exclude any other manner of giving Tenant reasonable
notice the requirement of reasonable notice shall be met if such notice is given in the
manner prescribed in this lease ten days before the time of sale. Any sale made pursuant
to the provision of this section shall be deemed to have been a public sale conducted in a
commercially reasonable manner if held in the above-described premises or where the
property is located after the time, place and method of sale and a general description of
the types of property to be sold have been advertised in a daily newspaper published in
the county in which leased premises is located for five consecutive days before the date of
sale. The proceeds from any such disposition, less any and all expenses connected with
the taking of possession, holding and selling of the property (including reasonable
attorney's fees and legal expense), shall be applied as a credit against the indebtedness
secured by the security interest granted in this section. Any surplus shall be paid to
Tenant or as otherwise required by law; the Tenant shall pay any deficiencies forthwith.
Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing
statement in form sufficient to perfect the security of Landlord in the aforementioned
property and proceeds thereof under the provisions of the Uniform Commercial Code in
force in the state in which leased premises 'is located. The statutory lien "distress for rent"
is now hereby waived, the security interest herein granted being in addition and
supplementary thereto.
21. EVENTS OF DEFAULT:
The following events shall be deemed to be events of default of Tenant under this Lease:
A. Tenant shall fail to pay any installment of the rent on the date that same is due and
such failure shall continue for a period of five (5) days:
B. Tenant shall fail to comply with any term, condition or covenant of this Lease, other
than the payment of rent, and shall not cure such failure within ten (10) days after written
notice thereof to Tenant:
C. Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall
make an assignment for the benefit of creditors:
D. Tenant shall file a petition under any section or chapter ofthe National Bankruptcy
Act, as amended, or under any similar law or statute of the United States or any State
thereof; Tenant shall be adjudicated bankrupt or insolvent in a proceeding filed against
Tenant thereunder; or Tenant's financial condition in Landlord's discretion is such that
'Landlord reasonably believes that Tenant's continued performance of his obligations
under the Lease is in jeopardy, or if Landlord otherwise deems himself insecure:
E. A receiver or trustee shall be appointed for all or substantially all of the assets of
Tenant and such receivership shall not be terminated or stayed within the time permitted
by law; or
F. Tenant shall desert or vacate any substantial portion of the ]eased premises.
22. LANDLORD'S REMEDIES:
A. Upon the occurrence of any event of default, Landlord shall have the option to pursue
anyone or more of the following remedies without any notice or demand whatsoever:
1) Landlord may terminate this Lease and the Term created hereby, in which event
Landlord may forthwith repossess the leased premises and be entitled to recover
forthwith, in addition to any other sums or damages for which Tenant may be liable to
Landlord, as damages a sum of money equal to the excess of the value of the base
monthly rental provided to be paid by Tenant for the balance of the Term over the fair
market rental value of the leased premises, after deduction of all anticipated expenses of
reletting, for said period. Should the fair market rental value of the leased premises, after
deduction of all anticipated expenses of reletting, for the balance of the Term exceed the
value of the rent provided to be paid by Tenant for the balance of the Term, Landlord
shall have no obligation to pal to Tenant the excess or any part thereof or to credit such
excess or any part thereof against any other sums or damages. r which Tenant may be
liable to Landlord; or
2) Landlord may terminate Tenant's right of possession and may repossess the leased
premises by forcible entry and detailer suit, by taking peaceful possession or otherwise,
without terminating this Lease, in which event Landlord may, but shall be under no
obligation to, relet the same for the account of Tenant, for such rent and upon such terms
as shall be satisfactory to Landlord. For the purpose of such reletting, Landlord is
authorized to decorate, repair, remodel or alter the leased premises. If Landlord shall fail
to relet the leased premises. Tenant shall pay to Landlord as damages a sum equal to the
amount of the rent reserved in this Lease for the balance ofthe Term. If the leased
premises are relet and a sufficient sum shall not be realized from such reletting after
paying all of the costs and expenses of all decoration, repairs, remodeling, alterations and
additions and the expenses of such r~letting and of the collection of the rent accruing
therefrom to satisfy the base monthly rental provided for in this lease. Tenant shall satisfy
and pay the same upon demand therefor from time to time. Tenant agrees that Landlord
may file suit to recover any sums falling due under the terms of this Section 22, from
time to time, and that no suit or recovery of any portion due Landlord hereunder shall be
any defense to any subsequent action brought for any amount not theretofore reduced to
judgment in favor of Landlord.
B. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies herein provided or any other remedies provided by law, nor shall pursuit of any
14
remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord
hereunder or of any damages occurring to Landlord by reason of the violation of any of
the terms, conditions and covenants herein contained. No waiver by Landlord of any
violation or breach of any of the terms, provisions and covenants herein contained shall
be deemed or construed to constitute a waiver of any other violation or reach of any of the
terms, provisions, and covenants herein, contained. Forbearance by Landlord to enforce
one or more of the remedies herein provided upon an event of default shall not be deemed
or construed to constitute a waiver of such default.
23. WAIVER OF BREACH:
, Failure of Landlord to declare any default immediately upon occurrence thereof, or delay
in taking any action in connection therewith, shall not waive such default and Landlord
shall have the right to declare any such default at any time and take such action as might
be lawful or authorized hereunder, either in law or in equity.
24. ATTORNEY'S FEES:
In the event Tenant is in default in the performance of any of the terms, covenants,
agreements or conditions contained in this lease and Landlord places the enforcement of
this lease, or any part thereof, or the cO.llection of any rent due, or to become due
hereunder, or recovery of the possession of the leased premises in the hands of an
attorney, or files suit upon the same, Tenant agrees to pay Landlord reasonable attorney's
fees for the services of such attorneys, and other reasonable expenses incurred by
Landlord as a result of such default, including, without limitation, court costs.
25. SIGNS:
Tenant agrees that no signs of any description shall be erected or painted in or about said
premises without the prior written consent of Landlord. Tenant shall, at Tenant's expense,
remove all such signs at the termination of this Lease. Any installation or removal shall
be made in such manner as to avoid injury, defacement, or overloading of the Building or
other improvements.
26. HOLD HARMLESS:
Unless otherwise prohibited by law, Landlord and its officers, agents, servants and
employees shall not be liable for any damage either to person or property or resulting
from the loss of use thereof sustained by Tenant or by other persons due to the Building
or any part thereof or any appurtenances thereof becoming out of repair, or due to the
happening or any accident or event in or about the Building, or due to any act or neglect
of ariytenant or occupant of the Building or of any other person. This provision shall
apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost
steam, sewage, sewer gas ox odors, fire, water or by the bursting ox leaking of pipes,
faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction
as to the person whose act or neglect was responsible for the damage and whether the
damage was due to any of the causes specifically enumerated above or to some other
cause of an entirely different kind. Tenant further agrees that all personal property upon
the leased premises, or upon loading docks, receiving and holding areas, or freight
]5
elevators of the Building, shall be at the risk of Tenant only; and that Landlord shall not
be liable for any loss or damage thereto or theft thereof. Without limitation of any other
provisions thereof, Tenant agrees to defend, protect indemnify and save harmless
Landlord from and against all liability to third parties arising out of the acts of Tenant and
it; servants, agents, employees, contractors, suppliers, workmen and invitees. Any
liability insurance which may be carried by Landlord or Tenant with respect to the leased
premises shall be for the sole benefit of the party carrying such insurance and under its
sole control.
27. SUBORDINATION:
This Lease is subject and subordinate to all present and future ground or underlying
leases of the Land and to the lien of any mortgages or security deeds, now and hereafter
in force against the Land and Building, or either, and all renewals, extensions,
modifications, consolidations and replacements thereof, and to all advances made or
hereafter to be made upon the security of such mortgages or security deeds. Tenant shall
at Landlord's request execute such further instruments or assurances as Landlord may
reasonably deem necessary to evidence or confirm the subordination of this Lease to any
such mortgages, security deeds, ground leases or underlying leases. Tenant hereby
irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such
instrument or instruments if Tenant fails to do so, provided that such shall in no way
relieve Tenant from the obligation of executing such instruments of subordination or
superiority.
28. ESTOPPEL CERTIFICATE:
The Tenant agrees that, from time to time upon not more than five (5) days prior request
by Landlord, the Tenant will deliver to Landlord a statement in writing certifying:
A. that this Lease is unmodified and in full force and effect (or if there have been
modifications that the Lease as modified is in full force and effect);
B. the dates to which rent and other charges have been paid; and
C. such further matters, as may be requested by Landlord it being intended that any such
statements may be relied upon by any prospective purchaser or tenant of the Building,
any mortgagees or prospective mortgagees thereof, or any prospective assignee of any
mortgage thereof. Tenant shall execute and deliver whatever instruments may be required
for such purposes, and in the event Tenant fails so to do within five (5) days after demand
in writing, Tenant shall be considered full term of this Lease.
29. QUIET ENJOYMENT:
Landlord warrants that it has full right to execute and to perform this Lease and to grant
the estate demised herein and that Tenant, upon payment of the rent herein required, and
performing the terms, conditions, covenants and agreements herein contained, shall
peaceably and quietly have, hold and enjoy the leased premises during the full term of
this Lease.
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30 MECHANIC'S AND MATERIALMEN'S LIENS:
Tenant shall keep the leased premises free from ,any liens arising out of work performed,
materials furnished, or obligations incurred by Tenant. if, for any reason whatsoever, such
a lien is imposed, Tenant shall, within ten (10) days after notice from Landlord, discharge
said lien. In the event that such lien is not immediately released and removed, Landlord,
at its sole option, may take all action necessary to release and remove such lien (without
any duty to investigate the validity thereof) and Tenant shall promptly upon notice
reimburse Landlord for all sums, costs and expenses (including reasonable attorney's
fees) incurred by Landlord in connection with such lien.
31.JOINT AND SEVERAL LIABILITY:
If there be more than one Tenant the obligations hereunder imposed upon Tenant shall be
joint and several. If there be a Guarantor for the obligations hereunder imposed upon
Tenant, it shall be ajoint and several obligation of Tenant and such Guarantor and
Landlord need not first proceed against Tenant hereunder before proceeding against such
Guarantor, nor shall any such Guarantor be released from its guarantee for any reason
whatsoever.
32. TAXES ON TENANT'S PROPERTY:
Tenant shall be liable for all taxes levied or assessed against personal property, furniture
or fixtures placed by Tenant on the premises. If such taxes for which Tenant is liable are
livied or assessed against Landlord or Landlord's property and if Landlord elects to pay
the same, or if the assessed value is increased by the inclusion of personal property,
furniture or fixtures placed by Tenant in the premises, and Landlord elects to pay the
taxes based on such increase, Tenant shall pay to Landlord upon demand that part of such
taxes for which Tenant is liable hereunder.
33. SALES AND USE TAX:
In addition to 'Taxes" as defined in Section 8.E.5) hereof any sales, use, lease transaction
tax or "gross receipts" rent tax or other tax, excluding State and/or Federal Income Taxes,
and/or "in lieu Taxes" as defined in Section 8 hereof, now or hereafter imposed upon the
rents being paid by Tenant hereunder and received by Landlord hereunder and imposed
by the United States of America, the>State in which the Building is located, or any
political subdivision thereof, shall be paid as additional rent by the Tenant not later than
five (5) days from receipt by Tenant of Landlord's billing, notwithstanding the fact that
such statute, ordinance or enactment imposing the same may endeavor to impose the tax
on the Landlord.
34. SURRENDER OF POSSESSION:
Tenant shall surrender and return the leased premises and all keys, equipment, and
fixtures of Landlord in as good condition as when Tenant originally took possession,
ordinary wear and tear, fire or other casualty not caused by Tenant's negligence, excepted,
promptly at the termination ofthis Lease by lapse of time or otherwise. Except as
otherwise provided in writing, all Tenant's personal property not removed from the leased
17
premises within ten (10) days after date of termination of the Lease shall be conclusively
presumed to have been abandoned by Tenant and title thereto shall pass to Landlord
under this Lease as in a bill of sale.
35. C.P.I. ADJUSTMENT:
A. If the index in the first Anniversary Month shall exceed the Base Index, or, for any
billing subsequent to the initial billing under this Section 35, if the Index in any
Anniversary Month shall exceed the Index for the immediately preceding Anniversary
Month then the base monthly rental shall be increased by the Percentage Increase for the
ensuing twelve month period and thereafter until a new statement is sent to Tenant. In
determining the adjustment under this Section, the Percentage Increase shall be applied to
the sum of:
l) the original base monthly rental under Section 4 hereof; and
2)the cumulative increases to the base monthly rental for prior periods under this Section
35.
At any time after the first day of the calendar month immediately following an
Anniversary Month, Landlord shall send Tenant an index comparative statement setting
forth:
3) the Index in the Anniversary Month preceding the date of the statement;
4) the Base Index, or in the case of a billing subsequent to the initial billing hereunder,
the Index for the immediately preceding Anniversary Month;
5) ,Percentage Increase; and
6) the increase in the base monthly rental.
On the first day of the calendar month ("current month") following the month in which
the statement was sent, Tenant shall pay to Landlord:
7) an amount equal to the product obtainable by multiplying the increase in base monthly
rental by the number of calendar months of the lease term then elapsed since the
immediately preceding Anniversary Month; and
8)thereafter, commencing with the current month and continuing monthly thereafter until
a different statement is sent to Tenant, the base monthly rental shall be adjusted by the
increase in the base monthly rental, as calculated hereunder. In the event the last
mentioned increased monthly installments of rent shall continue beyond the end of the
twelve month period for which such payments were payable, any necessary adjustment
will be made when the next succeeding statement is sent to Tenant.
B. As used in this Section 35, the following definitions shall govern:
1) "Index" shall mean the "Consumer Price Index - for all Urban Consumers (CPI-U)
U.S. City Average (1967-100)" specified for "All Items," issued by the Bureau of Labor
Statistics of the United States Department of Labor. In the event the Index shall hereafter
be converted to a different standard reference base or otherwise revised, the determination
of the Percentage Increase (defined below) shall be made with the use of such conversion
factor, formula or table for converting the Index as may be published by the Bureau of
Labor Statistics or, if said Bureau shall not publish the same, then with the use of such
18
conversion factor, formula or table as may be published by Prentice Hall, Inc., or failing
such publication, by any other nationally recognized publisher of similar statistical
information. In the event the index shall cease to be published then for the purpose of this
Section 35, there shall be substituted for the Index such other Index as Landlord and
Tenant shall agree upon, and, if they are unable to agree within ninety days after the
index ceases to be published, such matter shall be determined by arbitration in accordance
with the rules of the American Arbitration Association.
2) "Base Index" shall mean the Index in effect for the calendar month in which the Term
of this Lease commences;
3) "Anniversary Month" shall mean the calendar month in each of the successive twelve-
month periods during the Term of this Lease subsequent to the initial twelve-month term
which corresponds to the calendar month in which the Term of this Lease commences.
F<?r example, if a three year lease commenced on September 1st, the relevant Anniversary
Months during the Term of the Lease would be September of each subsequent year
thereafter; and
4) "Percentage Increase" shall mean (1) in the event of the initial billing under this
section, the percentage equal to the fraction, the numerator of which shall be the Index
in the Anniversary Month less the Base Index, and the denominator of which shall be the
Base Index' and (2) in the event of a billing subsequent to the initial billing under this
Section, the percentage equal to the fraction, the numerator of which shall be the index in
the most recent Anniversary Month less the Index in the immediately preceding
Anniversary Month, and the denominator shall be the Index in the immediately preceding
Anniversary Month. For the purposes of illustration only assume the following facts: A
lease for a term of three years is executed with a lease commencement date of September
1 st, and a base monthly rental of $845. The indices effective for the month of September
for each year of the term of the lease are: 110 for September year lease commences;
113.3 for September, beginning the second year; and 117.7 for September beginning the
third year. The base monthly rental for the twelve month period beginning the second
year would be increased by $25.35 (calculated as follows: (113.3 minus 110)/110 X
$845 equals $25.35) to $870.35, and the base monthly rental for the twelve months
period beginning the third year would be increased from $870-35 by $33.80 (calculated
as follows: (117.7 minus 113.3)/113.3 X $870.35 equals $33.80) to $904.15.
C. The increase in the base monthly rental under this Section 35 is in addition to the
increase, if any, in the base monthly rental calculated under any other provisions of this
Lease.
36. EASEMENTS:
Tenant hereby grants and conveys to any party who now or hereafter owns any portion of
air space or property located adjacent to the Building in which the leased premises are
located (such air space or property herein referred to as the "Development Property" and
such owner of any portion of the Development Property being herein referred to as the
"Development Property Owner"), such Development Property Owner's agents,
19
employees, successors and assigns, a perpetual easement in, through, over and across
such portion of the leased premises as is necessary or reasonably appropriate for:
A. The location, placement, construction, maintenance, repair and inspection of, without
limitation, any piers, beams, girders, gussets, hangers, brackets, struts, ties, braces and
other structural supports which are deemed necessary or reasonably appropriate by the
Development Property Owner in the construction and support of improvements to be
located in any portion of the Development Property (herein collectively referred to as the
"Supports"); and
B. Ingress and egress for the location, placement construction, maintenance, repair and
inspection of the Supports. As a condition, however to the exercise of the easement herein
granted, the Development Property Owner must agree to use its best efforts to not
materially interfere with Tenant's use or occupancy of the leased premises. Landlord
hereby agrees that if use of the easement herein granted will materially interfere with the
daily operations of Tenant in the leased premises, Landlord shall provide temporary
premises for use and occupancy by Tenant until construction of the Supports is
completed. Tenant shall not be responsible for any costs of such relocation. No rights to
any view or to light or air over any property, whether belonging to Landlord or any other
person, are granted to Tenant by this Lease.
37. GENERAL PARTNER'S AND/OR OFFICER'S EXCULPATION:
Tenant agrees to waive any and all liability under this Lease of the individual General
Partners or Officers or Directors of Landlord and any liability for damage or breach or
nonperformance by Landlord shall be collectible only out of Landlord's interest in the
Building.
38. REAL ESTATE BROKER:
Tenant represents that Tenant has not dealt with any party acting as a broker or finder in
connection with this Lease, and that insofar as Tenant knows, no third party has
negotiated this Lease or is entitled to any commission in connection therewith. Tenant
agrees to indemnify, defend and hold Landlord and its beneficiaries, employees, agents,
their officers and partners, harmless from and against any claims for a commission or fee
in connection with this Lease made by any broker or finder based upon prior contact with
Tenant and or its Agent.
39. GENERAL:
A. This Lease shall be construed under and in accordance with the laws of the state
wherein the premises are located, and all obligations of the parties created hereto are
performable in the city and state where the premises are located All rights and remedies
of Landlord under this Lease shall be cumulative and none shall exclude any other rights
and remedies allowed by law;
20
B. In case anyone or more of the provisions contained in this Lease shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions thereof and this agreement shall be
construed as if such invalid, illegal or unenforceable provisioris have never been
contained herein;
C. This Agreement constitutes the sole and only agreement of the parties hereto and
supersedes any prior understandings, written or oral agreements, or representations
between the parties respecting the subject matter hereof;
D. Submission of the form of the Lease for examination shall not bind Landlord in any
manner, and no Lease or obligations of the Landlord shall arise until this instrument is
signed by both Landlord and Tenant;
E. All exhibits, attachments, agreements and addenda referred to herein shall be
considered a part hereof for all purposes with the same force and effect as -if copied at full
length herein;
F. The captions or headings of sections in this Lease are inserted for convenience only
and shall not be considered in construing the provisions hereof if any questions of intent
should arise;
G. The terms, conditions and covenants contained in this Lease shall apply to, inure to the
benefit of, and be binding upon the parties hereto and their respective successors in
interest and legal representatives except as otherwise herein provided. All rights, powers,
privileges, immunities and duties of Landlord under this Lease, including, but not limited
to, any notices required or permitted to be delivered by Landlord to Tenant hereunder,
may, at Landlord's option, be exercised or performed by Landlord's agent or attorney;
H. Landlord shall have the right to transfer and assign, in whole or in part, all of his rights
and obligations hereunder in the Building, including without limitation all of its interest
under the terms of this Lease;
1. If the interest of Landlord under'this Lease shall be transferred by reason of foreclosure
or other proceedings for enforcement of any first mortgage on the leased premises,
Tenant shall be bound to such transferee (and herein sometimes called the "Purchaser")
under the terms, conditions and covenants of this Lease for the balance of the term herein
remaining and any extensions or renewals hereof which may be effected in accordance
with the terms and provisions hereof with the same force and effect as the Purchaser or
the Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, as
its Landlord, said attornment to be effected and self-operative without the execution of
any further instruments upon the Purchaser succeeding to the interest of the Landlord
under this Lease. The respective rights' and obligations of Tenant and Purchaser upon
such attornment, to the extent of the then remaining balance ofthe Term of this Lease and
any such extensions and renewals, shall be and are the same as those set forth herein;
21
1. This Agreement may be altered, changed or amended only by an instrument in writing
signed by all parties hereto. Neither this Lease, nor any memorandum, affidavit, or other
writing with respect thereto, shall be recovered by Tenant or by anyone acting through,
under or on behalf of Tenant, and the recording thereof in violation of this provision shall
make this Lease null and void at Landlord's election;
K. Notwithstanding anything to the contrary contained herein, whenever a period oftime
is herein prescribed for action to be taken by Landlord, Landlord shall not be liable or
responsible for, and there shall be excluded from the computation for any such period of
time, any delays due to strike, riots, acts of God, shortage of labor or materials, war,
governmental laws, regulations or restrictions, or any other causes of any kind
whatsoever which are beyond the control of Landlord;
L. On or prior to the date upon which the work commences in the leased premises, as
provided for in Section 5 herein, Landlord may, by notice to Tenant, change the location
of the leased premises from that set forth herein to another location within the Building.
Landlord shall have the right any time during the Term hereof, upon giving Tenant not
less than sixty (60) days prior written notice to provide and furnish Tenant with space
elsewhere in the Building of approximately the same size as the leased premises and
remove and place Tenant in such space, with Landlord to pay all reasonable costs and
expenses incurred as a result of such removal of Tenant. Should Tenant refuse to permit
Landlord to move Tenant to such new space at the end of said 60-day period, Landlord
shall have the right to cancel and terminate this lease effective ninety (90) days from the
date of original notification by Landlord. If Landlord moves Tenant to such new space,
this lease and each and all of its terms, covenants, and conditions shall remain in full
force and effect and shall be deemed applicable to such new space and such new space
shall thereafter be deemed to be the leased premises as though Landlord and Tenant had
entered into an express written amendment of this Lease with respect thereto, and an
appropriate adjustment shall be made for any changes in square feet of net rentable area
in the new space;
M. Landlord or Tenant shall not be liable or responsible to each other for any loss or
damage to any property or person occasioned by theft, fire, act of God, public enemy,
injunction, riot, strike, insurrection, war, court order, requisition or order of governmental
body or authority beyond the control of Landlord or Tenant, as the case may be or for any
damage or inconvenience which may arise through repair or alterations of any part of the
Building, which may prevent Tenant's continued use of the premises for a period not in
excess of 60 days; and
N. Time is of the essence in regard to each and every term, covenant and condition of this
Lease.
22
40. NOTICE:
A. All rent and other payments required to be made by Tenant to Landlord hereunder
shall be payable to Landlord at the building management office, or such other address as
Landlord may specify from time to time by written notice delivered in accordance
herewith.
B. Any notice or document required or permitted to be delivered hereunder shall be in
writing and shall be deemed to be delivered (whether or not actually received) on the
third day (3rd) following deposit in the United States Mail, postage prepaid, certified
mail, return receipt requested, addressed:
I)Hutch Holdings, Inc.
c/o REX PCM
P.O. Box 1302
Augusta, Georgia 3090
Attention: David Moretz
or to such other person or such other address designated by written notice sent by
Landlord to Tenant.
2. If to Tenant: Addressed to Tenant AUGUSTA, GEORGIA c/o CORONER'S
OFFICE AT 360 Bay Street, Suite 450, Augusta, GA 30901 or to such other address as
is designated by Tenant in a written notice to Landlord.
PHONE NO.
C. Any notice or document required or permitted to be delivered hereunder shall be
deemed to be delivered upon, the date of personal delivery to the Tenant at the leased
premises if delivered personally, 'and the receipt of which is acknowledged in writing by
Tenant or any of its agents or its employees.
NT~A. GE=1A
~~
LANDLORD-HUTCH!"1~NG~ C
By: t;;J~,l~
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Title: . L4L"'\ l\~~.r ~
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23
EXHIBIT "A"
Leased area is known as Suite #450
New South
Building located at 360 Bay Street.
The net rentable area is 588 Sq. Ft. A twelve
(12) percent cornmon area factor is added to the rentable
square footage to calculate a gross square footage of
658 Sq. Ft. to determine lease amounts.
25
EXHIBIT "B"
Attached Floor Plan
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EXHIBIT "e"
WORK TO BE DONE BY LANDLORD:
No work to be done by landlord.
27
EXHIBIT D
BUILDING RULES AND REGULATIONS
1. Landlord agrees to furnish Tenant two keys without charge. Additional keys will be
furnished at a nominal charge, Upon termination of the lease, Tenant shall surrender to
Landlord all keys to the leased premises. Tenant shall not alter any lock or install any
new or additional locks or any bolts on any doors or windows of the leased premises,
without the prior written consent of Landlord.
-2. Tenant will refer all contractors, contractor's representatives and installation
technicians, rendering any service on or to the premises for Tenant, to Landlord for
Landlord's approval and supervision before performance of any such service. This
provision shall apply to all work performed in the Building including installation of
telephones, telegraph equipment, electrical devices and attachments and installations of
any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any
other physical portion of the Building.
3. Tenant shall not at any time occupy any part of the leased premises or the Building as
sleeping or lodging quarters, or use them for any immoral or illegal purposes or use the
leased premises to engage in the manufacture or sale of or permit the use of, any
spirituous, fermented, intoxicating or alcoholic beverages or use them to engage in the
manufacture or sale of, or permit the use of any illegal drugs on the leased premises.
Tenant shall not make noises, cause disturbances, create vibrations, odors or noxious
fumes or use or operate any electrical 'or electronic devices or other devices that emit
sound, waves, or cause danger to other tenants and occupants of the Building or interfere
with the operation of any device or equipment or radio or television broadcasting or
reception from or within the Building or elsewhere, and shall not place or install any pro-
jections, antennae, aerials or similar devices inside or outside of the leased premises.
4. Tenant shall not place, install or operate on or in the leased premises or in any part of
the Building, any engine, stove or machinery, or conduct mechanical operations or cook
thereon or therein, or place or use in or about the leased premises any explosives,
gasoline, kerosene, oil' acids, caustics, or any other inflammable, explosive, or hazardous
material without the prior written consent of Landlord.
5. No fowl, animal, or cycle of any kind shall be brought into or kept in or about the
Building.
6. Tenant or Tenant's agents, employees or invitees shall not contract with or accept free
or paid services from Employees or agents of Landlord.
fNITIALr--
28
7. None of the entries, passages, doors, elevators, hallways or stairways shall be blocked
or obstructed or such areas be used at any time except for access or egress by Tenant,
Tenant's agents, employees or invitees. Tenant shall keep its leased premises neat and
clean. Nothing shall be stored left, swept, or thrown into the Building Common Areas or
Floor Common Areas. When conditions are such that Tenant must dispose of crates,
boxes etc., it is the responsibility of Tenant to arrange with Landlord for the disposal of
same and any additional cost for such disposal shall be promptly paid by Tenant upon
receipt of Landlord's invoice for such service.
8. Tenant shall not, without Landlord's prior written consent, use any method of heating
or air conditioning other than that supplied by Landlord. No person shall waste heat, air
conditioning, electricity or water. Toiletrooms, urinals wash bowls and other apparatus
shall not be used for any purpose other than that for which they were constructed. No
foreign substance of any kind whatsoever shall be deposited therein. The expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be borne by
Tenant who, or whose agents, officers, employees, contractors, servants, invitees or
guests, shall have caused such damage. Tenant shall give Landlord prompt notice of all
accidents to or defects in air conditioning equipment, plumbing, electric facilities or any
part or appurtenance of the leased premises.
9. Tenant its employees, agents, customers, guests and invitees shall have the right to use
parking facilities as may be provided by Landlord, to the extent available, but not so as to,
unreasonably interfere with the similar parking rights of other tenants in the same or
neighboring buildings; however, Landlord reserves the right, in its sole discretion to
charge reasonable rental rates for parking, premises in addition to any charges otherwise
contained in this Lease. Parking rights, if any, of Tenant pursuant to the terms and
conditions of this Lease are subjectto the rights and interests of municipal and other
governmental agencies and authorities as with respect thereto and the exercise of any
such right or authority by any such party shall in no event be or constitute a default by
Landlord of any of the terms hereof.
10. Landlord shall have the right to prescribe the weight, size and position of all safes
and other heavy equipment brought into the Building. Safes or other heavy objects shall,
if considered necessary by Landlord, stand on supports of such thickness as is necessary
to properly distribute the weight, with the cost thereof being borne by Tenant. Landlord
will not be responsible for loss of or damage to any such safe or property from any cause
and all damage done to the Building by moving or maintaining any such safe or other
property shall be repaired at the expense of Tenant. Normal building operating hours are
defined as 7:00 a.m. to 6:00 p.m. Mondays through Fridays, holidays excepted. During
non-building operating hours access to the Building, or to the halls, corridors, elevators or
stairways in the Building, or to the leased premises may be refused unless the person
OOTIA~
29
seeking access is known to the person or employee of the Building in charge and has a
pass or is properly identified. Tenant, its employees, guests and invitees may be called
upon to show suitable identification and sign a building register when entering or leaving
the Building at times other than normal Building operating hours and Tenant shall
cooperate fully with Building security procedures, if any, in complying with such require-
ments.
12. Landlord shall have the right, exercisable without notice and without liability to
Tenant, to change the name and street address of the Building of which the leased
premises are a part.
13. Temporary inconvenience occasioned by construction and/or maintenance or repairs
shall not be deemed to disturb Tenant as a part of the covenant of quiet enjoyment and
posseSSIOn.
14. Unauthorized storage or abandonment of vehicles or equipment in or about the
Building is prohibited. Landlord has the right to enforce this restriction by removal and
storage of same and such cost of storage and removal shall be borne by Tenant. Tenant
shall observe designated restricted parking areas, such as visitor parking, fire lanes,
handicap parking, and loading zones.
15. No furniture, freight or equipment of any kind shall be brought into or taken out of
the Building without Landlord's consent and all moving of same shall be done at such
times and in such manner as Landlord shall designate. Landlord or its personnel may
participate in or assist in the supervision of such movement. Tenant assumes final
responsibility for all risks as to damage to articles moved and injury to persons or public
engaged or not engaged in such movement, including equipment, property and personnel
of Landlord if damaged or injured as a result of acts in connection with carrying out this
service for Tenant from the time of entering the property to completion of work. Landlord
shall not be liable for acts of any person engaged in, or any damage or loss to any of said
property resulting from any act in connection with such service performed for a Tenant.
16. Tenant shall not employ any person for the purpose of cleaning other than the
authorized cleaning and maintenance personnel fox the Building unless.otherwise
approved in writing byLandlord. In those instances when Tenant contracts, with
Landlord's written approval, for their own janitorial services, rubbish removal and
exterminating shall be part of that janitorial services and Tenant shall pay the total cost
thereof. The work of the janitor or cleaning personnel shall not be hindered by Tenant
after 6:00 p.m.
fNITIA~
30
17. Landlord reserves the right to approve all vending machines or any other machines
and all concessionaires, vending machine operators or other distributors of cold drinks,
coffee, food or other concessions, water, towels or newspapers.
18. Tenant shall exercise caution in the protection of personal property located within the
leased premises from loss or damage by keeping doors to unattended areas locked.
Landlord shall not be responsible to the Tenant, their agents, employees or invitees for
any loss of money, jewelry or other personal property from the leased premises or public
areas or for any damages to any property therein from any cause whatsoever whether such
loss or damage occurs when an area is locked against entry or not. Tenant shall report any
thefts or losses to the Building Manager and security personnel as soon as reasonably
possible after discovery and shall also notify the Building Manager and security
personnel of the presence of any persons whose conduct is suspicious or causes a
disturbance.
19 . Tenant shall not solicit from or circulate advertising material among other tenants of
the Building except by u.s. mail service. Tenant shall notify the Building Manager or its
agent promptly if any unauthorized persons are soliciting from or causing annoyance to
Tenant, its employees, guests or invitees.
20. Landlord reserves the right to deny entrance to. the Building or remove any person or
persons from the Building in any case where the conduct of such person or persons, in the
sole option of Landlord, involves a hazard or nuisance to any tenant of the Building or to
the public or in the eventoffireor other emergency, riot, invasion, public excitement,
civil commotion or similar disturbance involving 'risk to the Building tenants or to the
general public. Landlord shall in no case be liable for damages for any error with regard
to the admission to or exclusion from the Building of any person.
21, Tenant will not be permitted to locate furnishings or cabinets adjacent to mechanical
or electrical access panels or over air conditioning outlets so as to prevent operating
personnel from servicing such units as routine or emergency access may require.
22. Services to be provided by Landlord under the provisions of Section 6.A(3) of the
Lease shall be provided during normal building operating hours. Landlord will provide
these services at Tenant's expense at other times provided that Tenant separately contracts
with Landlord at least 24 hours in advance.
23. Landlord reserves the right to install signs on the interior or exterior of the Building.
24. Glass that reflects or admits light into passageways or into any place in the Building
or leased premises shall not be covered or obstructed by Tenant. Landlord shall designate
Building Standard window coverings.
fNITIAL-Y
31
25. Tenant shall permit Landlord within six (6) months prior to the termination of this
lease to show the. leased premises during business or non-business hours to prospective
Tenants and to advertise the leased premises fox rent: However, Landlord shall not
unreasonably disturb Tenant's business.
26. Landlord reserves the right, at any time, to grant to anyone the exclusive right to
conduct any business or render any service in the Building.
27. Tenant shall not advertise the business, profession, or activities of Tenant in any
manner which violates the letter or spirit of any code of ethics adopted by any recognized
association or organization pertaining thereto or use the name of the Building for any
purpose other than that of the business address of Tenant or use any picture or likeness of
Building or the Building name in any letterheads, envelopes, circulars, notices,
advertisements, containers, ox wrapping material, without Landlord's prior written
consent.
28. Landlord reserves the right to erect, use and maintain pipes, ducts, wiring and
conduits, and appurtenances thereto in and through the leased premises at reasonable
locations.
29. Tenant shall make arrangements directly with the telephone company servicing the
building, for telephone service in the leased premises. Tenant shall pay the entire cost of
all telephone charges, including, but not limited to, installation charges. Tenant shall be
permitted to enter the property one month prior to commencement of the Lease for the
purpose of installing phone and computer lines and also to move furniture.
30. Tenant shall pay either to Landlord or to a qualified licensed contractor, to be
approved by Landlord, for the maintenance, replacement of filters and general upkeep of
Tenant's special equipment i.e., air conditioning units for computer areas, etc., which are
to be services on a regular basis to minimize damage to Landlord's property or other
Tenants property.
3 1. Tenant shall pay for labor, and or materials, used by the Landlord for. . . "special
services" . . within the leased premises, not included in . . "normal janitorial services" , ,
i.e., shampooing or cleaning of carpeting, washing of venetian blinds, washing of light
lenses, and or major moving of furniture.
32. Tenant will give 12-hour notice to Landlord of need to use its space after normal
business hours. This notice will allow Landlord to reprogram timer for HV AC usage
after normal times. There will be no additional fee for this HV AC usage with tenant's
moderate "after hours" HV AC requirements.
INITIAL~i
32
LEASE AGREEMENT
.,~
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THE STATE OF GEORGIA
COUNTY OF RICHMOND
THIS LEASE AGREEMENT, made and entered into at Augusta, Georgia, on
SEPTEMBER 1, 2001
hereinafter referred to as "Lease", by and between HUTCH HOLDINGS, INC
hereinafter referred to as "Landlord",
and the Augusta, Georgia (Human Relations Commission) hereinafter referred to as
"Tenant", without regard to number or gender.
WITNESSETH:
1. LEASED PREMISES:
A. In consideration of the rents herein provided, and the terms, provisions, and covenants
hereof, Landlord hereby leases, lets and demises to Tenant, the following described
premises (referred to in this Lease as "leased premises") situated in New South Building
("Building"), located at 360 Bay Street, in the city of Augusta, Georgia, more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference.
, _,p. The net rentable area of the Building shall be determined by measuring each floor
-':~:~m the outer surface of the outer wall of each floor to the outer surface of the opposite
outer ~all and shall include all area within the outside walls less areas used for elevator
shafts. In the case of a single tenancy floor of the Building, net rentable area of such
leased premises shall be determined by measuring from the outer surface ofthe.outer wall
enclosing the leased premises to the outer surface of the opposite outer wall plus a
proportionate share of the Building Common Areas. In the case ofa tenancy covering less
than a full floor, the net rentable area of such leased premises shall be determined as
above, but shall include a proportionate share of the Building Common Areas and Floor
Common Areas and shall be measured from the outer surface of the outer wall to the
center of party walls and/or hallway partitions. The number of square feet of net rentable
area comprising the leased premises shall be the number hereinafter specified, which
space is shown on the floor plan attached hereto and designated as Exhibit "B" attached
hereto and incorporated herein by reference.
C. The term "Floor Common Areas" shall mean all those common areas that arc primary
to the benefit of those tenants on a single floor. The term "Building Common Areas" shall
mean all common areas that are not Floor Common Areas.
D. The net rentable area in the leased premises has been calculated on the basis of the
foregoing definition and is hereby stipulated for all purposes hereof to be the space as
designated on Exhibit "B",whether the same would be more or less as a result of minor
variations resulting from actual construction and completion of the leased premises fox
occupancy so long as work is done in accordance with terms and provisions hereof. In the
event of an expansion or contraction of the Building, the Building net rentable area shall
be predetermined.
2. TERM:
Subject to and upon the conditions set forth herein, the term of this Lease (hereinafter
referred to as the "Term") shall commence on September 1,2001, hereinafter referred to
as "Commencement Date") and shall end on September 1,2004, hereinafter referred to as
"Termination Date") unless sooner terminated as hereinafter provided. Tenant shall have
two I-year options to renew at a rate based on the Consumer Price Index.
3. POSSESSION AND USE:
A. In the event the leased premises shall not be completed and ready for occupancy on the
Commencement Date or in the event Landlord is unable to deliver possession on such
date by reason of the holding over or ,retention of possession by any tenant or Occupant,
this Lease shall nevertheless continue in force and effect, but base monthly rental (as
hereinafter defined) shall abate until the leased premises are ready for occupancy or until
the Landlord is able to deliver possession, as the case many be, and Landlord shall have
no other liability whatsoever on account hereof; provided however, there shall be no
abatement of base monthly rental if the leased premises are not ready for occupancy
because of the failure to complete the installation of special equipment, fixtures or
materials ordered by Tenant or because of any delays resulting from Tenant's failure to
promptly submit plans in accordance with Exhibit "B" and/o~ Exhibit "C" or resulting
from changes or additions to Tenant's plans after the initial submission thereof. The
leased premises shall be deemed complete and ready for occupancy if only minor details
of construction, decoration or mechanical adjustments remain to be done. The
determination of Landlord shall be final and conclusive on Tenant as to whether the
leased premises are completed and ready for occupancy.
B. If Tenant shall take possession ofthe leased premises or any part thereof prior to the
Commencement Date (which Tenant may do with Landlord's prior written consent), all of
the covenants and conditions ofthis Lease shall be binding upon the parties hereto.
Tenant's rent for the period of such occupancy prior to the Commencement Date shall not
exceed the base monthly rent set forth in Section 4 hereof prorated for such period of
occupancy and, if less than the whole leased premises are occupied, for the proportionate
area of the total leased premises so occupied.
C. In the instance of the occurrence of any of the events described in Section 3.A. hereof,
Landlord shall have the right to correspondingly extend the Termination Date hereof.
2
Landlord and Tenant shall execute an amendment hereto which shall state the revised
Termination Date hereof.
D. Tenant shall continuously use and occupy the leased premises as executive business
offices and for no other purpose.
4. BASE MONTHL Y RENTAL AND SECURITY DEPOSIT:
A. Tenant shall pay in coin or currency which, at the time Of payment, is legal tender for
private or public debts in the United States of America, a base monthly rental of ("base
monthly rental") ONE THOUSAND SIX HUNDRED FORTY DOLLARS & 83/100
($1,640.83) on or before the first day of each and every month during the Term, without
any set-off or deduction whatsoever, except that Tenant shall pay the first full monthly
installment at the time of execution of this Lease; If the Term commences other than on
the first day of a month or ends other than on the last day of the month, the base monthly
rental for such month shall be prorated. The prorated base monthly rental for the portion
of the month in which the Term commences shall be paid on the firstday of the first full
month during the Term. The base monthly rental shall be subject to adjustment as
hereinafter provided. If the base monthly rental payment is not received by Landlord on
or before five (5) days following the due date, said base monthly rental payment shall be
in default and a service char e of 10% of the defaulted payment may, at the option of
Landlord, become due and payable in addition to the regular base monthly rental owed
under this Lease. Tenant acknowledges that late payment to Landlord will cause costs to
be incurred by Landlord including, without limitation, processing and accounting
changes, Tenant and Landlord agree that this late payment represents a fair and
reasonable estimate of the costs Landlord will incur by reason of a late payment by
Tenant. The parties further agree that proof of actual damages would be costly and
inconvenient. LATE FEE: Rent not received by the lanlord by the 8th day of the month
will be assessed a 10 percent late penalty which becomes due and payable as part of the
current rent.
B. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in
the Land and the building and in this'Lease and Tenant agrees that in the event of any
such transfer or mortgage, Landlord shall have the right to transfer or assign the security
deposit to the transferee or mortgagee. Upon, and only upon, written acknowledgement of
transferee's or mortgagee's receipt of such security deposit, Landlord shall thereby be
released by Tenant from all liability or obligation for the return of such security deposit
and Tenant shall look solely to such transferee or mortgagee for the ret u to of the
security deposit.
5. LANDLORD IMPROVEMENTS:
Landlord will install or cause to be installed in the leased premises, at Landlord's
expense, the improvements specified in Exhibit "B" and/or "c" hereto. All other or
3
additional improvements to the leased premises shall be installed at the sole cost and
expense of the Tenant either by Landlord, or by contractors, subcontractors or other
person selected by Tenant and approved in writing by Landlord. The improvements,
including partitions shall be in accordance with the floor plan and its specifications
agreed to by the parties and made a part hereof by reference, which floor plan is to be
approved and signed by the parties hereto prior to the commencement of construction
thereof.
6. LANDLORD SERVICES:
Subject to the terms and provisions of Section 8 hereof, Landlord will provide the
following services:
A. For all public areas and special service areas to the building:
1) Electric current for lighting and for nominal building maintenance and operations
usage, and
2) Electric lighting service, and
3) Heating, ventilating and/or air conditioning as required on a seasonal basis, and
4) Routine maintenance, painting, and decorating, and
5) Janitorial service on a five (5) day per week basis.
6) Water service (from the public water supply) for domestic use in restrooms and
drinking fountains for general use of all tenants in the building, and
7) Elevator service where applicable.
8) Snow removal after at least two (2) inches of accumulation where applicable.
B. For all Tenant areas in the Building:
1) Electric current for lighting and for Tenant's incidental uses provided that the
electricity so furnished will be at a nominal 120 volts and no electrical circuit for the
supply of such incidental use will have a current capacity exceeding 15 amperes, and such
electricity will be used only for equipment and accessories normal to office usage, and
2) Electric lighting service for Building standard lighting fixtures, and
3) Heating, ventilating, and/or air conditioning 8:00 A.M. to 7:00 P.M. Monday thru
Friday unless otherwise agreed to "
4) Routine maintenance, and
5) Janitorial service on a five (5) day per week basis, and
C. The above listed services shall be provided by Landlord during normal business hours
and in the manner and to the extent deemed by Landlord to be sufficient.
D. Tenant agrees that Landlord shall not be liable for damages, by abatement of rent or
otherwise, for failure to furnish or delay in furnishing any service, or for any diminution
in the quality or quantity thereof, when such failure or delay or diminution is occasioned,
4
in whole or in part, by repairs, improvements, any strike lockout or other labor trouble,
inability to secure electricity, gas, water, or other fuel at the Building after reasonable
effort so to do, any accident or casualty whatsoever, the act or default of Tenant or other
parties or any other cause beyond Landlord's reasonable control; and such failures or
delays or diminution shall never be deemed to constitute an eviction or disturbance of the
Tenant's use and possession of the leased premises or relieve the Tenant from paying rent
or performing any of its obligations under this Lease. Landlord shall be diligent in its
efforts to cure such failure or delay or diminution.
E. Any electrical requirements of Tenant in excess to those provided by Landlord herein
shall be at Tenant's cost and expense. Charges for any services for which Tenant is
required to pay from time to time hereunder shall be due and payable at the same time as
the base monthly rental with which they are billed, or, if billed separately, shall be due
and payable within five (5) days after such billing. If Tenant shall fail to make payment
for any such services, Landlord may, with notice to Tenant, discontinue any or all of such
services and such discontinuance shall not be deemed to constitute an eviction or
disturbance of the Tenant's use and possession of the leased premises or relieve Tenant
from paying rent or performing any of its other obligations under this Lease.
7. REPAIRS AND MAINTENANCE:
A. Tenant will, at Tenant's own expense, keep the leased premises in good order, repair
and condition at all times during the Term~'and Tenant shall promptly and adequately
repair all damage to the leased premises and replace or repair all damaged or broken
fixtures and appurtenances, under the supervision and subject to the approval of the
Landlord, and within any reasonable period of time specified by the Landlord. If the
Tenant does not do so, Landlord may but need not, make such repairs and replacements,
and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof
(to be uniformly established for the Building) sufficient to. reimburse Landlord for all
overhead, general conditions, fees and other costs or expenses arising from Landlord's
involvement with such repairs and replacements forthwith upon being billed for same.
Landlord may, but shall not be re'luired~to, enter the leased premises at all reasonable
times to make such repairs, alterations, improvements and additions to the leased
premises or to the Building or to any equipment located in the Building as Landlord shall
desire or deem necessary or as Landlord may be required to do by governmental authority
or court order or decree.
B. Tenant shall not commit or allow any waste or 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 said leased pre,mises to Landlord in as good condition as of the date
of initial possession by Tenant, ordinary wear and tear excepted, and upon such ter-
mination of this lease, Landlord shall have the right to re-enter and resume possession of
the leased premises. The cost and expense of any repair necessary to restore the condition
of the leased premises to said condition in which they are to be delivered to Landlord
shall be borne by Tenant.
5
8. EXPENSE ADJUSTMENT:
A. In the event that during the term hereof the Operating Expenses of the Building during
any Calendar Year shall exceed the Operating Expenses of the Building during the Base
Year, Tenant shall pay as additional rent its Proportionate Share of such excess.
B. As promptly as practical following the close of the Base Year and each Calendar Year
thereafter, Landlord shall furnish to Tenant, in reasonable detail, a schedule of the
Operating Expenses for such year. Failure of Tenant to notify Landlord in writing of any
objections to the schedule of Operating Expenses within thirty (30) days of receipt of the
schedule by Tenant shall conclusively constitute acceptance by Tenant of such schedule.
In the event of a timely objection by Tenant, Tenant shall have the right, at its expense '
and at reasonable time, to review Landlord's Operating Expense invoices or checks
relating to the year for which such schedule was prepared. Landlord shall cause to be kept
books and records showing Operating Expenses in accordance with an appropriate system
of accounts and accounting practices consistently maintained. Notwithstanding the
foregoing, should Landlord provide Tenant with a audited schedule of Operating
Expenses certified by an independent certified public accountant, such schedule of
Operating Expense shall be deemed final and conclusive on Tenant.
C. At such time as Landlord deliveries the schedule of Operating Expenses for a year
other than the Base Year, Landlord shall deliver to Tenant a computation notice setting
forth:
1) the adjustment for the additional rent, if any, due Landlord resulting from the
Operating Expenses for the immediately preceding Calendar Year ("Lump Sum
Adjustment");
2) an adjustment in the base monthly rental for the current Calendar Year resulting from
the Operating Expenses for the immediately preceding year ("Catch Up Adjustment-):
and an adjustment in the base monthly rental for the current Calendar Year based upon
Landlord's estimate of the increase in Operating Expenses for the current Calendar Year
("Estimate Adjustment").
a)In determining the Lump Sum Adjustment for the immediately preceding Calendar
Year,
(1) a comparison shall be made between the Operating Expenses for such Calendar Year
and the Operating Expenses for the Base Year, or, for any billing tinder this Section
subsequent to the initial billing, between the Operating Expenses for such Calendar Year
and the Operating Expenses for the immediately preceding Calendar Year and
(2) a credit against the Lump Sum Adjustment shall be provided Tenant for the Estimate
Adjustment, if any, made by Tenant, attributable to such Calendar Year. Tenant shall pay
in full the Lump Sum Adjustment attributable to the previous Calendar Year within thirty
(30) days from receipt of the computation notice from Landlord.
6
b) In addition to the Lump Sum Adjustment, on the first day for the payment of a base
monthly rental installment following the furnishing to Tenant of the computation notice
for the immediately preceding Calendar Year, Tenant shall pay to Landlord an amount
equal to (1) one-twelfth (1/12) of the Lump Sum Adjustment (prior to credit for the
Estimate Adjustment), multiplied by (2) the number of months of the lease ferm elapsed
during the current Calendar Year.
,
c) Thereafter, commencing with the next due in installment of base monthly rental for
the current Calendar Year and continuing monthly thereafter, until a different
computation notice is received by Tenant, the base monthly rental shall be increased by
(1) an amount equal to one-twelfth (1/12) of the Lump Sum Adjustment (prior to credit
for the Estimate Adjustment), and
(2) the Estimate Adjustment, if any.
D. In the event that Operating Expenses for a Calendar Year are less than Operating
Expenses for the immediately preceding Calendar Year, and/or the Lump Sum
Adjustment for any Calendar Year is less than the Estimated Amendment for
year, Tenant shall receive a credit against Tenant's base monthly rental until such credit
has been fully applied.
E. Definitions:
1) "Base Year" shall mean
2) "Calendar Year" shall mean each calendar year or part thereof during the Term of this
Lease.
3) " Proportionate Share" shall be the percentage calculated by dividing the net rentable
area ofthe leased premises by 95% of the total net rentable area of the Building;
4) "Operating Expenses" shall mean Taxes and all cost of operation and maintenance of
the Building and the Land on which the Building is located ("Land") of every kind and
nature paid or incurred by Landlord in connection with the ownership, management,
operation and repair of the Bui~ding,and the Land including but not limited to utility
charges, sewerage charges, insurance premiums, management, janitorial and cleaning
services, elevator services, licenses, permits and inspection fees, heating and cooling,
maintenance and repairs, labor and s~pplies; and
5) "Taxes" shall mean all real estate taxes and assessments special or otherwise, levied or
assessed upon of with respect to the Land and/or Building and ad valorem taxes for any
personal property used in connection therewith. Should, by way of substitution, for such
real estate taxes and ad valorem personal property taxes, the State in which the Building
is located, or any political subdivision thereof, or any other governmental authority
having jurisdiction over the Land and/or the Building, impose a tax, assessment, charge
or fee, including but not limited to an income or franchise tax or a tax on rents, all such
taxes, assessments fees or charges (hereinafter defined as "in lieu Taxes") shall be
deemed to constitute Taxes hereunder. Taxes may also include all fees and costs incurred
7
by Landlord in seeking to obtain a reduction of, or a limit on the increase in, any Taxes,
regardless of whether any reduction or limitation is obtained. Except as hereinabove
provided with regard to "In lieu Taxes", Taxes shall not include any inheritance, estate,
succession, transfer, gift, franchise, net income or capital stock tax; and
F. Any payment to be made pursuant to this Section with respect to the Calendar Year in
which the Lease commences and/or terminates shall be prorated if less than a full year,
with such proration to be calculated on a daily basis. Any obligations of Tenant
applicable to the Calendar Year in which this Lease terminates shall survive the
expiration of this Lease.
, 9. ASSIGNMENT OR SUBLEASE:
Tenant shall not assign or, in any manner, transfer this Lease or any estate or interest
herein, or sublet the leased premises or any part thereof, or grant any license, concession
or other right of occupancy of any portion of the leased premises, or use or permit same
to be used for any other purpose than stated in the use clause hereof without the prior
written consent of Landlord. Consent by Landlord to one or more assignments, subletting
or uses shall not operate as a waiver of Landlord's rights as to any subsequent assignment,
subletting, or uses. Notwithstanding any assignments or subletting, Tenant and any
guarantor of Tenant's obligations under this lease shall at all times remain fully
responsible and liable for the payment of the rent herein specified and for the compliance
with all of the Tenant's other obligations under this Lease, and it shall not be necessary
for Landlord to join any such sublessee or assignee hereof in any action of Landlord
against Tenant resulting from default by such sublessee or assignee under the terms of the
Lease. Upon the occurrence of an "event of default" as hereinafter defined, if the leased
premises or any part thereof are or have'been assigned and/or sublet, Landlord, in
addition to any other remedies herein provided by law, may, at its option, collect directly
from such assignee or sublessee all rents becoming due to Tenant under such assignment
or sublease and apply such rent against any sum due to it by Tenant hereunder, and no
such collection shall be construed to constitute a novation or a release of Tenant from the
further performance of its obligations hereunder.
10. ADDITIONS AND ALTERATIONS:
A. Tenant shall not, without the prior written consent of Landlord, make any alterations,
improvements or additions to the leased premises. Landlord's refusal to give said consent
shall be conclusive. If Landlord consents to said alterations, improvements or additions, it
may impose such conditions with -respect thereto as Landlord deems appropriate,
including, without limitation, requiring Tenant to furnish Landlord with security for the
payment of all costs to be incurred in connection with such work, insurance against
liabilities which may arise out of such work, and plans and specifications plus permits
necessary fox such work. The work necessary to make any alterations, improvements or
additions to the leased premises shall be done at Tenant's expense by employees of or
8
contractors hired by Landlord except to the extent Landlord gives its prior written consent
to Tenant's hiring contractors. Tenant shall promptly pay to Landlord or to Tenant's
contractors, as the case may be, when due, the cost of all such work and of all decorating
required by reason thereof. Tenant shall also pay to Landlord a percentage of the cost of
such work (such percentage to be established on a uniform basis for the Building)
sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs
and expenses arising from Landlord's involvement with such work. Upon completion of
such work Tenant shall deliver to Landlord, if payment is made directly to contractors,
evidence of payment, contractors' affidavit and full and final waivers of all liens for labor,
services or materials. Tenant shall defend and hold Landlord and the Land and Building
harmless from all costs, damages, liens and expenses related to such work. All work done
by Tenant or its contractors pursuant to Section 7 or 10 shall be done in a first-class
, workmanlike manner using only good grades of materials and shall comply with all
insurance requirements and all applicable laws and ordinances and rules and regulations
of governmental departments or agencies.
B. All alterations, improvements and additions to the leased premises whether temporary
or permanent in character, made of paid for by Landlord or Tenant, shall without
compensation to Tenant become Landlord's property at the termination of this Lease by
lapse of time or otherwise and shall, unless Landlord requests their removal (in which
case Tenant shall remove the same as provided in Section 34), be relinquished to
Landlord in good condition, ordinary wear excepted.
11. COMPLIANCE WITH LAWS AND RULES OF BUILDING:
Tenant shall comply with all laws, ordinances, orders, rules and regulations (state,
federal, municipal and ,other agencies or bodies having any jurisdiction thereof) relating
to the use, condition or occupancy of the leased premises. Tenant will comply with the
rules of the Building adopted by Landlord which are set forth in Exhibit "D" hereof.
Landlord shall have the right if necessary to change such rules and regulations or to
amend them in any reasonable manner and for preservation of good order therein, all of
which changes and amendments will be sent by Landlord to Tenant in writing and shall
be thereafter carried out and observed by Tenant. Tenant shall further be responsible for
the compliance with such rules and regulations by the employees, servants, agents and
visitors of Tenant. Use by Tenant and its employees and agents of parking area in the
vicinity of the Building in which the leased premises are located shall be subject to such
rules and regulations governing use as Landlord may from time to time prescribe,
including the designation of specific areas in which automobiles owned by Tenant its
employees and agents, shall be parked. Tenant will furnish to Landlord upon request a
complete list of license numbers of all automobiles operated by Tenant, its employees
and agents.
9
12. LANDLORD'S RIGHT OF ENTRY:
Tenant shall permit Landlord or his agents or representatives to enter into and upon any
part of the leased premises, at all reasonable hours to inspect same, clean or make repairs,
alterations or additions thereto, as Landlord may deem necessary or desirable, or for the
purpose of determining Tenant's use thereof or whether an act of default under this lease
has occurred. Tenant shall not be entitled to any abatement or reduction of rent by reason
of any such repairs, alterations or additions reasonably required to be made by Landlord
hereunder.
13. NUISANCE:
Tenant shall conduct its business and control its agents, employees, invitees and visitors
in such a manner as not to create any nuisance, or interfere with, annoy, or disturb any
other tenant or Landlord in its management of the building.
14. CONDEMNATION:
If the Land or the Building or any portion thereof shall be taken or condemned by any
competent authority for any public or quasi-public use or purpose (a "taking"), or if the
configuration of any street, alley, riverbank, or u bridge adjacent to the Building is
changed by any competent authority and such taking or change in configuration makes it
necessary or desirable to remodel ox reconstruct the Building, Landlord shall have the
right, exercisable at its sole discretion, to cancel this Lease upon not less than ninety (90)
days notice prior to the date of cancellation designated in the notice. No money or other
consideration shall be payable by Landlord to Tenant for the right of cancellation and
Tenant shall have no right to share in the condemnation award or in any judgement for
damages caused by such taking or change in configuration.
15. FIRE OR CASUALTY DAMAGE:
A. Section 7 hereof notwithstanding, ifthe leased premises or the Building (including
machinery or equipment used in its operation) shall be damaged by fire or other casualty
(except fires or other casualties resulting from Tenant's fault or neglect) and if such
damage does not render all or a substantial portion of the leased premises or building
untenantable, then Landlord shall repair and restore the same with reasonable
prol!lptness, subject to reasonable delays for insurance adjustments and delays caused by
matters beyond Landlord's reasonable control If any such damage renders all or a
substantial portion of the leased premises or Building untenantable, Landlord shall have
the right to terminate this lease as ofthe Sate of such damage (with appropriate prorations
of rent being made for Tenant's possession subsequent to the date of such damage of
those tenantable portions of the leased premises) upon giving written notice to the Tenant
at any time within sixty (60) days after the date of such damage. Unless this Lease is
terminated as provided herein and so long as such damage does not result from Tenant's
10
fault or neglect, Landlord shall proceed with reasonable promptness to repair and restore
the leased premises, subject to reasonable delays for insurance adjustments and delays
caused by matters beyond Landlord's reasonable control. Landlord shall have no liability
to Tenant, and Tenant shall not be entitled to terminate this Lease by virtue of any delays
in completion of such repairs and restoration. Rent, however, shall abate on those
portions of the leased premises as are, from time to time, untenantable as a result of such
damage.
B. In the event the Building is damaged by fire or other casualty resulting from Tenant's
failure or neglect, Landlord shall have no obligation to repair or restore the Building or
any part thereof and Tenant shall not be released from any of its obligations hereunder
(including, without limitation, its duty to repair the leased premises and its liability to
Landlord for damages caused by such fire or other casualty).
C. Notwithstanding anything to the contrary herein set forth, Landlord shall have no duty
pursuant to this Section 15 to repair or restore any portion ofthe alterations, additions or
improvements in the leased premises or the decoration thereto except to the extent that
such alterations, additions, improvements and decoration were provided by Landlord, at
Landlord's cost, at the beginning of the Term. If Tenant wants any other or additional
repairs or restoration and if Landlord consent thereto, the same shall be done at Tenant's
expense subject to all of the provisions of Section 7 hereof.
16. CASUALTY INSURANCE:
A. Landlord shall, at all times during the Term of this Lease, at his expense, maintain a
policy or policies of insurance, insuring the Building against loss or damage by fire.
Landlord shall not be obligated to insure any furniture, equipment, machinery, goods or
supplies not covered by this Lease which Tenant may bring or obtain upon the leased
premises, or any additional improvements which Tenant may construct thereon.
B. Tenant shall carry insurance from the first day of Tenant's occupancy and during the
entire Term hereof insuring Tenant and Landlord as their interests may appear with terms,
coverages and by companies satisfactory fo Landlord, and with such increases in limits as
Landlord may from time to time request, but initially Tenant shall maintain the following
coverage in the following amounts:
1) In case of personal injury to or death of any person or persons, not less than
$1,000,000 for each injury or death to a person and $1,000,000 for each incident
involving personal injury or death to persons, and, in case of property damage, not less
than $1,000,000 for anyone occurrence; and
2) In case of fire, sprinkler leakage, malicious mischief, vandalism, and other extended
coverage perils for the full insurable replacement value of all additions, improvements
and alterations to the leased premises which are beyond those tenant improvements
11
initially provided by Landlord and of all office furniture, trade fixtures, office equipment,
merchandise and all other items of Tenant's property on the leased premises.
C. Tenant shall furnish to Landlord certificates evidencing such coverage which
certificates shall state that such insurance coverage may not be changed or cancelled
without at least ten days prIor written notice to Landlord and Tenant.
17.WAIVER OF SUBROGATION:
Landlord and Tenant each hereby waive any and every claim for recovery from the other
for any and all loss of or damage to the Building or leased premises or to the contents
thereof, which loss or damage is covered by valid and collectible fire and extended
coverage insurance policies, to the extent that such loss or damage is recoverable under
said insurance policies. Inasmuch as-this mutual waiver will preclude the assignment of
,any such claim by subrogation ( or otherwise) to an insurance company (or any other
person). Landlord and Tenant each agree to give to each insurance company which has
issued, or in the future may issue, to it policies of fire and extended coverage insurance,
written notice of the terms of this mutual waiver, and to have said insurance policies
properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by
reason of said waiver.
18. USAGE AND VOIDING INSURANCE:
Tenant shall not occupy or use, or permit any portion of the leased premises to be
occupied or used for any business or purpose which is unlawful or extra hazardous, or
permit anything to be done which would in.any way increase the rate of fire insurance
coverage in said leased premises and/or the contents of the Building and in
the event that, by reason of such acts of Tenant, there shall be any increase in the
insurance rates of the Building or contents above normal rates, Tenant agrees to pay to
Landlord on demand, as additional rental, an amount equal to all such increases.
19. HOLDING OVER:
Tenant shall pay to Landlord an amount as base monthly rental equal to 200% of the base
monthly rental herein provided during each month or portion thereof for which Tenant
shall retain possession of the leased premises or any part thereof after the termination of
the Term or of Tenant's right of possession, whether by lapse of time or otherwise, and
also shall pay all damages sustained by Landlord, whether direct or consequential, on
account thereof. Such hold over shall be as a tenant at will and all of the terms and
provisions of this Lease shall be applicable during such period. No holding over by
Tenant, whether with ox without consent of Landlord shall operate to extend this Lease
except as maybe herein provided. The provisions of this clause shall not be held as a
waiver by Landlord of any right of re-entry, or any other rights of Landlord as provided
under this Lease; nor shall the receipt of said payment or any part thereof, or any other act
in apparent affirmance of the tenancy, operate as a waiver of the right to forfeit this Lease
12
and the Term hereby granted for the period still unexpired, for any breach of any of the
covenants herein, or any other of Landlord's rights hereunder.
20. LANDLORD'S LIEN:
A. Unless otherwise prohibited by law, in addition to any statutory Landlord's lien.
Landlord shall have at all times a valid security interest to secure payment of all rentals
and other sums of money becoming due hereunder from Tenant, and to secure payment of
any damages or loss which Landlord may suffer by reason of the breach by Tenant of any
covenant agreement or condition contained herein, upon all goods, wares, equipment,
fixtures, furniture improvements and other personal property of Tenant presently, or
which may hereafter be, situated in the leased premises, and all proceeds therefrom, an
such property shall not be removed therefrom without the consent of Landlord until all
arrearages in rent as well as any and all other sums of money then due to Landlord
hereunder shall first have been paid and discharged and all covenants, agreements and
conditions hereof have been fully complied with and performed by Tenant.
B. Upon the occurrence of an event of default by Tenant, Landlord may in addition to any
other remedies provided herein, enter the leased premises and take possession of any and
all goods, wares, equipment, fixtures, furniture, improvements and other personal
property of Tenant situated on the premises, without liability for trespass or conversion,
and sell the same at public or private sale, with or without having such property at the
sale, after giving Tenant reasonable notice ofthe time and place of any public sale or of
the time after which any private sale is to be made at which sale the Landlord or its
assigns may purchase unless otherwise prohibited by law. Unless otherwise provided by
law, and without intending to exclude any other manner of giving Tenant reasonable
notice the requirement of reasonable notice shall be met if such notice is given in the
manner prescribed in this lease ten days before the time of sale. Any sale made pursuant
to the provision of this section shall be deemed to have been a public sale conducted in a
commercially reasonable manner ifheld in the above-described premises or where the
property is located after the time, place. and method of sale and a general description of
the types of property to be sold have been advertised in a daily newspaper published in
the county in which leased premises is located for five consecutive days before the date of
sale. The proceeds from any such disposition, less any and all expenses connected with
the taking of possession, holding and selling of the property (including reasonable
attorney's fees and legal expense), shall be applied as a credit against the indebtedness
secured by the security interest granted in this section. Any surplus shall be paid to
Tenant or as otherwise required by law; the Tenant shall pay any deficiencies forthwith.
Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing
statement in form sufficient to perfect the security of Landlord in the aforementioned
property and proceeds thereofunderthe provisions of the Uniform Commercial Code in
force in the state in which leased premises is IQ(~ated. The statutory lien "distress for rent"
is now hereby waived, the security interest herein granted being in addition and
supplementary thereto.
13
21. EVENTS OF DEFAULT:
The following events shall be deemed to be events of default of Tenant under this Lease:
A. Tenant shall fail to pay any installment of the rent on the date that same is due and
such failure shall continue for a period of five (5) days:
B. Tenant shall fail to comply with any term, condition or covenant of this Lease, other
than the payment of rent, and shall not cure such failure within ten (10) days after written
notice thereofto Tenant:
C. Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall
make an assignment for the benefit of creditors:
D. Tenant shall file a petition under any section or chapter of the National Bankruptcy
Act, as amended, or under any similar law or statute of the United States or any State
thereof; Tenant shall be adjudicated bankrupt or insolvent in a proceeding filed against
Tenant thereunder; or Tenant's financial condition in Landlord's discretion is such that
Landlord reasonably believes that Tenant's continued performance of his obligations
under the Lease is in jeopardy, or if Landlord otherwise deems himself insecure:
E. A receiver or trustee shall be appointed for all or substantially all of the assets of
Tenant and such receivership shall not be terminated or stayed within the time permitted
by law; or
F. Tenant shall desert or vacate any substantial portion of the leased premises.
22. LANDLORD'S REMEDIES:
A. Upon the occurrence of any event of default, Landlord shall have the option to pursue
anyone or more of the following remedies without any notice or demand whatsoever:
I) Landlord may terminate this Lease and the Term created hereby, in which event
Landlord may forthwith repossess the leased premises and be entitled to recover
forthwith, in addition to any other sums or damages for which Tenant may be liable to
Landlord, as damages a sum of money equal to the excess of the value of the base
monthly rental provided to be paid by Tenant for the balance ofthe Term over the fair
market rental value of the leased premises, after deduction of all anticipated expenses of
reletting, for said period. Should the fair market rental value of the leased premises, after
deduction of all anticipated expenses of reletting, for the balance of the Term exceed the
value of the rent provided to be paid by Tenant for the balance ofthe Term, Landlord
shall have no obligation to pal to Tenant the excess or any part thereof or to credit such
excess or any part thereof against any other sums or damages. r which Tenant may be
liable to Landlord; or
14
2) Landlord may terminate Tenant's right of possession and may repossess the leased
premises by forcible entry and detailer suit, by taking peaceful possession or otherwise,
without terminating this Lease, in which event Landlord may, but shall be under no
obligation to, relet the same for the account of Tenant, for such rent and upon such terms
as shall be satisfactory to Landlord. For the purpose of such reletting, Landlord is
authorized to decorate, repair, remodel or alter the leased premises. If Landlord shall fail
to relet the leased premises. Tenant shall pay to Landlord as damages a sum equal to the
amount of the rent reserved in this Lease for the balance of the Term. If the leased
premises are relet and a sufficient sum shall not be realized from such reletting after
paying all of the costs and expenses of all decoration, repairs, remodeling, alterations and
additions and the expenses of such reletting and of the collection of the rent accruing
therefrom to satisfy the base monthly rental provided for in this lease. Tenant shall satisfy
and pay the same upon demand therefor from time to time. Tenant agrees that Landlord
may file suit to recover any sums falling due under the terms of this Section 22, from
time to time, and that no suit or recovery of any portion due Landlord hereunder shall be
any defense to any subsequent action brought for any amount not theretofore reduced to
judgment in favor of Landlord.
B. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies herein provided or any other remedies provided by law, nor shall pursuit of any
remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord
hereunder or of any damages occurring to Landlord by reason of the violation of any of
the terms, conditions and covenants herein contained. No waiver by Landlord of any
violation or breach of any of the terms, provisions and covenants herein contained shall
be deemed or construed to constitute a waiver of any other violation or reach of any of the
terms, provisions, and covenants herein, contained. Forbearance by Landlord to enforce
one or more of the remedies herein provided upon an event of default shall not be deemed
or construed to constitute a waiver of such default.
23. WAIVER OF BREACH:
Failure of Landlord to declare any default immediately upon occurrence thereof, or delay
in taking any action in connection therewith, shall not waive such default and Landlord
shall have the right to declare any such default at any time and take such action as might
be lawful or authorized hereunder, either in law or in equity.
24. ATTORNEY'S FEES:
In the event Tenant is in default in the performance of any of the terms, covenants,
agreements or conditions contained in this lease and Landlord places the enforcement of
this lease, or any part thereof, or the co~ llection of any rent due, or to become due
hereunder, or recovery of the possession of the leased premises in the hands of an
attorney, or files suit upon the same, Tenant agrees to pay Landlord reasonable attorney's
fees for the services of such attorneys, and other reasonable expenses incurred by
Landlord as a result of such default, including, without limitation, court costs.
15
25. SIGNS:
Tenant agrees that no signs of any description shall be erected or painted in or about said
premises without the prior written consent of Landlord. Tenant shall, at Tenant's expense,
remove all such signs at the termination of this Lease. Any installation or removal shall
be made in such manner as to avoid injury, defacement, or overloading of the Building or
other improvements.
26. HOLD HARMLESS:
Unless otherwise prohibited by law, Landlord and its officers, agents, servants and
employees shall not be liable for any damage either to person or property or resulting
from the loss of use thereof sustained by Tenant or by other persons due to the Building
or any part thereof or any appurtenances thereof becoming out ofrepair, or due to the
happening or any accident or event in or about the Building, or due to any act or neglect
of any tenant or occupant of the Building or of any other person. This provision shall
apply particularly (but not exclusively) to damage caused by gas, electricity, snow, frost
steam, sewage, sewer gas ox odors, fire, water or by the bursting ox leaking of pipes,
faucets, sprinklers, plumbing fixtures, and windows, and shall apply without distinction
as to the person whose act or neglect was responsible for the damage and whether the
damage was due to any of the causes specifically enumerated above or to some other
cause of an entirely different kind. Tenant further agrees that all personal property upon
the leased premises, or upon loading docks, receiving and holding areas, or freight
elevators ofthe Building, shall be at the risk of Tenant only, and that Landlord shall not
be liable for any loss or damage thereto or theft thereof. Without limitation of any other
provisions thereof, Tenant agrees t6 defend, protect indemnify and save harmless ,
Landlord from and against all liability to third parties arising out of the acts of Tenant and
it; servants, agents, employees, contractors, suppliers, workmen and invitees. Any
liability insurance which may be carried by Landlord or Tenant with respect to the leased
premises shall be for the sole benefit of the party carrying such insurance and under its
sole control.
27. SUBORDINATION:
This Lease is subject and subordinate to all present and future ground or underlying
leases of the Land and to the lien of any mortgages or security deeds, now and hereafter
in force against the Land and Building, or either, and all renewals, extensions,
modifications, consolidations 'and replacements thereof, and to all advances made or
hereafter to be made upon the security of such mortgages or security deeds. Tenant shall
at Landlord's request execute such further instruments or assurances as Landlord may
reasonably deem necessary to evidence or confirm the subordination of this Lease to any
such mortgages, security deeds, ground leases or underlying leases. Tenant hereby
irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such
instrument or instruments if Tenant fails to do so, provided that such shall in no way
16
relieve Tenant from the obligation of executing such instruments of subordination or
superiority.
28. ESTOPPEL CERTIFICATE:
The Tenant agrees that, from time to time upon not more than five (5) days prior request
by Landlord, the Tenant will deliver to Landlord a statement in writing certifying:
A. that this Lease is unmodified and in full force and effect (or if there have been
modifications that the Lease as modified is in full force and effect);
B. the dates to which rent and other charges have been paid; and
C. such further matters, as may be requested by Landlord it being intended that any such
statements may be relied upon by any prospective purchaser or tenant of the Building,
any mortgagees or prospective mortgagees thereof, or any prospective assignee of any
mortgage thereof. Tenant shall execute and deliver whatever instruments may be required
for such purposes, and in the ev~nt Tenant fails so to do within five (5) days after demand
in writing, Tenant shall be considered full term of this Lease.
29. QUIET ENJOYMENT:
Landlord warrants that it has full right to execute and to perform this Lease and to grant
the estate demised herein and that Tenant, upon payment of the rent herein required, and
performing the terms, conditions, covenants and agreements herein contained, shall
peaceably and quietly have, hold and enjoy the leased premises during the full term of
this Lease.
30 MECHANIC'S AND MATERIALMEN'S LIENS:
Tenant shall keep the leased premises free from any liens arising out of work performed,
materials furnished, or obligations incurred by Tenant. if, for any reason whatsoever, such
a lien is imposed, Tenant shall, within ten (10) days after notice from Landlord, discharge
said lien. In the event that such lien is not immediately released and removed, Landlord,
at its sole option, may take all action necessary to release and remove such lien (without
any duty to investigate the validity thereof) and Tenant shall promptly upon notice
reimburse Landlord for all sums, costs and expenses (including reasonable attorney's
fees) incurred by Landlord in connection with such lien.
31.JOINT AND SEVERAL LIABILITY:
If there be more than one Tenant the obligations hereunder imposed upon Tenant shall be
joint and several. If there be a Guarantor for the obligations hereunder imposed upon
Tenant, it shall be a joint and several obligation of Tenant and such Guarantor and
Landlord need not first proceed against Tenant hereunder before proceeding against such
17
Guarantor, nor shall any such Guarantor be released from its guarantee for any reason
whatsoever.
32. TAXES ON TENANT'S PROPERTY:
Tenant shall be liable for all taxes levied or assessed against personal property, furniture
or fixtures placed by Tenant on the premises. If such taxes for which Tenant is liable are
livied or assessed against Landlord or Landlord's property and if Landlord elects to pay
the same, or if the assessed value is increased by the inclusion of personal property,
furniture or fixtures placed by Tenant in the premises, and Landlord elects to pay the
taxes based on such increase, Tenant shall pay to Landlord upon demand that part of such
taxes for which Tenant is liable hereunder.
33. SALES AND USE TAX:
In addition to "Taxes" as defined in Section 8.E.5) hereof any sales, use, lease transaction
tax or "gross receipts" rent tax or other tax, excluding State and/or Federal Income Taxes,
and/or "in lieu Taxes" as defined in Section 8 hereof, now or hereafter imposed upon the
rents being paid by Tenant hereunder and received by Landlord hereunder and imposed
by the United States of America, the State in which the Building is located, or any
political subdivision thereof, shall be paid as additional rent by the Tenant not later than
five (5) days from receipt by Tenant of Landlord's billing, notwithstanding the fact that
such statute, ordinance or enactment imposing the same may endeavor to impose the tax
on the Landlord.
34. SURRENDER OF POSSESSION:
Tenant shall surrender and return the leased premises and all keys, equipment, and
fixtures of Landlord in as good condition as when Tenant originally took possession,
ordinary wear and tear, fire or other casualty not caused by Tenant's negligence, excepted,
promptly at the termination of this Lease by lapse of time or otherwise. Except as
otherwise provided in writing, all Tenant's personal property not removed from the leased
premises within ten (10) days after date of termination of the Lease shall be conclusively
presumed to have been abandoned by Tenant and title thereto shall pass to Landlord
under this Lease as in a bill of sale.
35. C.P.1. ADJUSTMENT:
A. If the index in the first Anniversary Month shall exceed the Base Index, or, for any
billing subsequent to the initial billing under this Section 35, if the Index in any
Anniversary Month shall exceed the Index for the immediately preceding Anniversary
Month then the base monthly rental shall be increased by the Percentage Increase for the
ensuing twelve month period and thereafter until a new statement is sent to Tenant. In
determining the adjustment under this Section, the Percentage Increase shall be applied to
the sum of:r
18
1) the original base monthly rental under Section 4 hereof; and
2)the cumulative increases to the base monthly rental for prior periods under this Section
35.
At any time after the first day of the calendar month immediately following an
Anniversary Month, Landlord shall send Tenant an index comparative statement setting
forth:
3) the Index in the Anniversary Month preceding the date of the statement; ,
4) the Base Index, or in the case of a billing subsequent to the initial billing hereunder,
the Index for the immediately preceding Anniversary Month;
5) Percentage Increase; and
6) the increase in the base monthly rental.
On the first day of the calendar month ("current month") following the monthin which
the statement was sent, Tenant shall pay to Landlord:
7) an amount equal to the product obtainable by multiplying the increase in base monthly
rental by the number of calendar months of the lease term then elapsed since the
immediately preceding Anniversary Month; and
8) thereafter, commencing with the current month and continuing monthly thereafter until
a different statement is sent to Tenant, the base monthly rental shall be adjusted by the
increase in the base monthly rental, as calculated hereunder. In the event the last
mentioned increased monthly installments of rent shall continue beyond the end of the
twelve month period for which such payments were payable, any necessary adjustment
will be made when the next succeeding statement is sent to Tenant.
B. As used in this Section 35, the following definitions shall govern:
1) "Index" shall mean the "Consumer Price Index - for all Urban Consumers (CPI-U)
U.S. City Average (1967-100)" specified for "All Items," issued by the Bureau of Labor
Statistics of the United States Department of Labor. In the event the Index shall hereafter
be converted to a different standard reference base or otherwise revised, the determination
of the Percentage Increase (defined below) shall be made with the use of such conversion
factor, formula or table for converting the Index as may be published by the Bureau of
Labor Statistics or, if said Bureau shall not publish the same, then with the use of such
conversion factor, formula or table as may be published by Prentice Hall, Inc., or failing
such publication, by any other nationally recognized publisher of similar statistical
information. In the event the index shall cease to be published then for the purpose of this
Section 35, there shall be substituted for the Index such other Index as Landlord and
Tenant shall agree upon, and, if they are unable to agree within ninety days after the
index ceases to be published, such matter shall be determined by arbitration in accordance
with the rules of the American Arbitration Association.
2) "Base Index" shall mean the Index in effect for the calendar month inwhich the Term
of this Lease commences;
3) "Anniversary Month" shall mean the calendar month in each of the successive twelve-
month periods during the Term ofthis Lease subsequent to the initial twelve-month term
which corresponds to the calendar month in which the Term of this Lease commences.
19
For example, if a three year lease commenced on September 1st, the relevant Anniversary
Months during the Term of the Lease would be September of each subsequent year
thereafter; and
4) "Percentage Increase" shall mean (1) in the event of the initial billing under this
section, the percentage equal to the fraction, the numerator of which shall be the Index
in the Anniversary Month less the Base Index, and the denominator of which shall be the
Base Index I and (2) in the event of a billing subsequent to the initial billing under this
Section, the percentage equal to the fraction, the numerator of which shall be the index in
the most recent Anniversary Month less the Index in the immediately preceding
Anniversary Month, and the denominator shall be the Index in the immediately preceding
Anniversary Month. For the purposes of illustration only assume the following facts: A
lease for a term of three years is executed with a lease commencement date of September
1 st, and a base monthly rental of $845. The indices effective for the month of September
for each year of the term of the lease are: 110 for September year lease commences;
113.3 for September, beginning the second year; and 117.7 for September beginning the
third year. The base monthly rental for the twelve month period beginning the second
year would be increased by$25.35 (calculated as follows: (113.3 minus 110)/110 x
$845 equals $25.35) to $870.35, and the base monthly rental for the twelve months
period beginning the third year would be increased from $870-35 by $33.80 (calculated
as follows: (117.7 minus 113.3)/113.3 x $870.35 equals $33.80) to $904.15.
C. The increase in the base monthly rental under this Section 35 is in addition to the
increase, if any, in the base monthly rental calculated under any other provisions of this
Lease.
36. EASEMENTS:
Tenant hereby grants and conveys to any party who now or hereafter owns any portion of
air space or property located adjacent to the Building in which the leased premises are .
located (such air space or property herein referred to as the "Development Property" and
such owner of any portion of the Development Property being herein referred to as the
"Development Property Owner"), such Development Property Owner's agents,
employees, successors and assigns, a perpetual easement in, through, over and across
such portion of the leased premises as is necessary or reasonably appropriate for:
A. The location, placement, construction, maintenance, repair and inspection of, without
limitation, any piers, beams, girders, gussets, hangers, brackets, struts, ties, braces and
other structural supports which are deemed necessary or reasonably appropriate by the
Development Property Owner in the construction and support of improvements to be
located in any portion of the Development Property (herein collectively referred to as the
"Supports"); and
B. Ingress and egress for the location, placement construction, maintenance, repair and
inspection of the Supports. As a condition, however to the exercise of the easement herein
20
granted, the Development Property Owner must agree to use its best efforts to not
materially interfere with Tenant's use or occupancy of the leased premises. Landlord
hereby agrees that if use of the easement herein granted will materially interfere with the
daily operations of Tenant in the leased premises, Landlord shall provide temporary
premises for use and occupancy by Tenant until construction of the Supports is
completed. Tenant shall not be responsible for any costs of such relocation. No rights to
any view or to light or air over any property, whether belonging to Landlord or any other
person, are granted to Tenant by this Lease.
37. GENERAL PARTNER'S AND/OR OFFICER'S EXCULPATION:
Tenant agrees to waive any and all liability under this Lease of the individual General
Partners or Officers or Directors of Landlord and any liability for damage or breach or
nonperformance by Landlord shall be collectible only out of Landlord's interest in the
Building.
38. REAL ESTATE BROKER:
Tenant represents that Tenant has not dealt with any party acting as a broker or finder in
connection with this Lease, and that insofar as Tenant knows, no third party has
negotiated this Lease or is entitled to any commission in connection therewith. Tenant
agrees to indemnify, defend and hold Landlord and its beneficiaries, employees, agents,
their officers and partners, harmless from and against any claims for a commission or fee
in connection with this Lease made by any broker or finder based upon prior contact with
Tenant and or its Agent.
39. GENERAL:
A. This Lease shall be construed under and in accordance with the laws of the state
wherein the premises are located, and all obligations of the parties created hereto are
performable in the city and state where the premises are located All rights and remedies
of Landlord under this Lease shall be cumulative and none shall exclude any other rights
and remedies allowed by law;
B. In case anyone or more of the. provisions contained in this Lease shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions thereof and this agreement shall be
construed as if such invalid, illegal or unenforceable provisions have never been
contained herein;
C. This Agreement constitutes the sole and only agreement of the parties hereto and
supersedes any prior understandings, written or oral agreements, or representations
between the parties respecting the subject matter hereof;
21
D. Submission of the form of the Lease for examination shall not bind Landlord in any
manner, and no Lease or obligations of the Landlord shall arise until this instrument is
signed by both Landlord and Tenant;
E. All exhibits, attachments, agreements and addenda referred to herein shall be
considered a part hereof for all purposes with the same force and effect as if copied at full
length herein;
F. The captions or headings of sections in this Lease are inserted for convenience only
and shall not be considered in construing the provisions hereof if any questions of intent
should arise;
G. The terms, conditions and covenants contained in this Lease shall apply to, inure to the
benefit of, and be binding upon the parties hereto and their respective successors in
interest and legal representatives except as otherwise herein provided. All rights, powers,
privileges, immunities and duties of Landlord under this Lease, including, but not limited
to, any notices required or permitted to be delivered by Landlord to Tenant hereunder,
may, at Landlord's option, be exercised or performed by Landlord's agent or attorney;
H. Landlord shall have the right to transfer and assign, in whole or in part, all of his rights
and obligations hereunder in the Building, including without limitation all of its interest
. .
under the terms of this Lease;
1. If the interest of Landlord under this Lease shall be transferred by reason of foreclosure
or other proceedings for enforcement of any first mortgage on the leased premises,
Tenant shall be bound to such transferee (and herein sometimes called the "Purchaser")
under the terms, conditions and covenants of this Lease for the balance of the term herein
remaining and any extensions or renewals hereof which may be effected in accordance
with the terms and provisions hereof with the same force and effect as the Purchaser or
the Landlord under this Lease, and Tenant does hereby agree to attorn to the Purchaser, as
its Landlord, said attornment to be effected and self-operative without the execution of
any further instruments upon the Purchaser succeeding to the interest of the Landlord
under this Lease. The respective rights and obligations of Tenant and Purchaser upon
such attornment, to the extent of the then remaining balance of the Term ofthis Lease and
any such extensions and renewals, shall be and are the same as those set forth herein;
J. This Agreement may be altered, changed or amended only by an instrument in writing
signed by all parties hereto. Neither this Lease, nor any memorandum, affidavit, or other
writing with respect thereto, shall be recovered by Tenant or by anyone acting through,
under or on behalf of Tenant, and the recording thereof in violation of this provision shall
make this Lease null and void at Landlord's election;
K. Notwithstanding anything to the contrary contained herein, whenever a period of time
is herein prescribed for action to be taken by Landlord, Landlord shall not be liable or
responsible for, and there shall be excluded from the computation for any such period of
22
time, any delays due to strike, riots, acts of God, shortage of labor or materials, war,
governmental laws, regulations or restrictions, or any other causes of any kind
whatsoever which are beyond the control of Landlord;
L. On or prior to the date upon which the work commences in the leased premises, as
provided for in Section 5 herein, Landlord may, by notice to Tenant, change the location
of the leased premises from that set forth herein to another location within the Building.
Landlord shall have the right any time during the Term hereof, upon giving Tenant not
less than sixty (60) days prior written notice to provide and furnish Tenant with space
elsewhere in the Building of approximately the same size as the leased premises and
remove and place Tenant in such space, with Landlord to pay all reasonable costs and
expenses incurred as a result of such removal of Ten ant. Should Tenant refuse to permit
Landlord to move Tenant to such new space at the end of said 60-day period, Landlord
shall have the right to cancel and terminate this lease effective ninety (90) days from the
date of original notification by Landlord. If Landlord moves Tenant to such new space,
this lease and each and all of its terms, covenants, and conditions shall remain in full
force and effect and shall be deemed applicable to such new space and such new space
shall thereafter be deemed to be the leased premises as though Landlord and Tenant had
entered into an express written arp.endment of this Lease with respect thereto, and an
appropriate adjustment shall be made for any changes in square feet of net rentable area
in the new space;
M. .Landlord or Tenant shall not be liable or responsible to each other for any loss or
damage to any property or person occasioned by theft, fire, act of God, public enemy,
injunction, riot, strike, insurrection, war, court order, requisition or order of governmental
body or authority beyond the control of Landlord or Tenant, as the case may be or for any
damage or inconvenience which may arise through repair or alterations of any part of the
Building, which may prevent Tenant's continued use of the premises for a period not in
excess of 60 days; and
N. Time is of the essence in regard to each and every term, covenant and condition of this
Lease.
40. NOTICE:
A..All rent and other payments required to be made by Tenant to Landlord hereunder
shall be payable to Landlord at the building management office, or such other address as
Landlord may specify from tim(;: to time by written notice delivered in accordance
herewith.
B. Any notice or document required or permitted to be delivered hereunder shall be in
writing and shall be deemed to be delivered (whether or not actually received) on the
third day (3rd) following deposit in the United States Mail, postage prepaid, certified
mail, return receipt requested, addressed:
23
I)HUTCH HOLDINGS, INC.
c/o REX PcM "h
P.O. Box 1302~~.
Augusta, Georgia 30903
Attention: David Moretz
or to such other person or such other address designated by written notice sent by
Landlord to Tenant.
2. If to Tenant: Addressed to Tenant Augusta, Georgia c/o Human Relations
Commission at 360 Bay Street, Suite 240, Augusta, GA 30901 or to such other address
as is designated by Tenant in a written notice to Landlord.
PHONE NO.
C. Any notice or document required or permitted to be delivered hereunder shall be
deemed to be delivered upon the date of personal delivery to the Tenant at the leased
premises if delivered personally, and the receipt of which is acknowledged in writing by
Tenant or any of its agents or its employees.
0-/
Title: /.-e~ ~ IV\",,~~~ ~
~/ (+teL +J)~ / <~
24
EXHIBIT "A"
Leased area is known as Suite #240
New South
Building located at 360 Bay Street.
The net rentable area is 1,599 Sq. Ft. A twelve
(12) percent common area factor is added to the rentable
square footage to calculate a gross square footage of
1,790 Sq. Ft. to determine lease amounts.
26
EXHIBIT "B"
Attached Floor Plan
27
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EXHIBIT "c"
WORK TO BE DONE BY LANDLORD:
No work to be done by landlord.
28
EXHIBIT D
BUILDING RULES AND REGULATIONS
1. Landlord agrees to furnish Tenant two keys without charge. Additional keys will be
furnished at a nominal charge, Upon termination of the lease, Tenant shall surrender to
Landlord all keys to the leased premises. Tenant shall not alter any lock or install any
new or additional locks or any bolts on any doors or windows of the leased premises,
without the prior written consent of Landlord.
2. Tenant will refer all contractors, contractor's representatives and installation
technicians, rendering any service on or to the premises for Tenant, to Landlord for
Landlord's approval and supervision before performance of any such service. This
provision shall apply to all work performed in the Building including installation of
telephones, telegraph equipment, electrical devices and attachments and installations of
any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any
other physical portion of the Building.
3. Tenant shall not at any time occupy any part of the leased premises or the Building as
sleeping or lodging quarters, or use them for any immoral or illegal purposes or use the
leased premises to engage in the manufacture or sale of or permit the use of, any
spirituous, fermented, intoxicating or alcoholic beverages or use them to engage in the
manufacture or sale of, or permit the use of any illegal drugs on the leased premises.
Tenant shall not make noises, cause disturbances, create vibrations, odors or noxious
fumes or use or operate any electrical or electronic devices or other devices that emit
sound; waves, or cause danger to other tenants and occupants of the Building or interfere
with the operation of any device or equipment or radio or television broadcasting or
reception from or within the Building or elsewhere, and shall not place or install any pro-
jections, antennae, aerials or similar devices inside or outside of the leased premises.
4. Tenant shall not place, install or operate on or in the leased premises or in any part of
the Building, any engine, stove or machinery, or conduct mechanical operations or cook
thereon or therein, or place or use in or about the leased premises any explosives,
gasoline, kerosene, oil' acids, caustics, or any other inflammable, explosive, or hazardous
material without the prior written consent of Landlord.
. 5. No fowl, animal, or cycle of any kind shall be brought into or kept in or about the
Building.
6. Tenant or Tenant's agents, employees or invitees shall not contract with or accept free
or paid services from Employees or agents of Landlord.
fNITIA~
29
7. None of the entries, passages, doors, elevators, hallways or stairways shall be blocked
or obstructed <?r such areas be usedat.anytime except for access or egress by Tenant,
Tenant's agents, employees or invitees. Tenant shall keep its leased premises neat and
clean. Nothing shall be stored left, swept, or thrown into the Building Common Areas or
Floor Common Areas. When conditions are such that Tenant must dispose of crates,
boxes etc., it is the responsibility of Tenant to arrange with Landlord for the disposal of
same and any additional cost for such disposal shall be promptly paid by Tenant upon
receipt of Landlord's invoice for such service.
8. Tenant shall not, without Landlord's prior written consent, use any method of heating
or air conditioning other than that supplied by Landlord. No person shall waste heat, air
conditioning, electricity or water. Toilet rooms, urinals wash bowls and other apparatus
shall not be used for any purpose other than that for which they were constructed. No
foreign substance of any kind whatsoever shall be deposited therein. The expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be borne by
Tenant who, or whose agents, officers, employees, contractors, servants, invitees or
guests, shall have caused such damage. Tenant shall give Landlord prompt notice of all
accidents to or defects in air conditioning equipment, plumbing, electric facilities or any
part or appurtenance of the leased premises.
9. Tenant its employees, agents, customers, guests and invitees shall have the right to use
parking facilities as may be provided by Landlord, to the extent available, but not so as to
unreasonably interfere with the similar parking rights of other tenants in the same or
neighboring buildings; however, Landlord reserves the right, in its sole discretion to
charge reasonable rental rates for parking, premises in addition to any charges otherwise
contained in this Lease. Parking rights, if any, of Tenant pursuant to the terms and
conditions of this Lease are subject to the rights and interests of municipal and other
governmental agencies and authorities as with respect thereto and the exercise of any
such right or authority by any such party shall in no event be or constitute a default by
Landlord of any of the terms hereof.
10. Landlord shall have the right to prescribe the weight, size and position of all safes
and other heavy equipment brought into the Building. Safes or other heavy objects shall,
if considered necessary by Landlord, stand on supports of such thickness as is necessary
to properly distribute the weight, with the cost thereof being borne by Tenant. Landlord
will not be responsible for loss of or damage to any such safe or property from any cause
and all damage done to the Building by moving or maintaining any such safe or other
propertyshall be repaired at the expense of Tenant. Normal building operating hours are
defined as 7:00 a.m. to 6:00 p.m. Mondays through Fridays, holidays excepted. During
non-building operating hours access to the Building, or to the halls, corridors, elevators or
stairways in the Building, or ,to the leased'premises may be refused unless the person
fNITIAL!'fl--
30
seeking access is known to the person or employee of the Building in charge and has a
pass or is properly identified. Tenant, its employees, guests and invitees may be call~d
upon to show suitable identification and sign a building register when entering or leaving
the Building at times other than normal Building operating hours and Tenant shall
cooperate fully with Building security procedures, if any, in complying with such require-
ments.
12. Landlord shall have the right, exercisable without notice and without liability to
Tenant, to change the name and street address of the Building of which the leased
premises are a part.
13. Temporary inconvenience occasioned by construction and/or maintenance or repairs
shall not be deemed to disturb Tenant as a part of the covenant of quiet enjoyment and
posseSSIOn.
14. Unauthorized storage or abandonment of vehicles or equipment in or about the
Building is prohibited. Landlord has the right to enforce this restriction by removal and
storage of same and such cost of storage and removal shall be borne by Tenant. Tenant
shall observe designated restricted parking areas, such as visitor parking, fire lanes,
handicap parking, and loading zones.
15. No furniture, freight or equipment of any kind shall be brought into or taken out of
the Building without Landlord's consent and all moving of same shall be done at such
times and in such manner as Landlord shall designate. Landlord or its personnel may
participate in or assist in the supervision of such movement. Tenant assumes final
responsibility for all risks as to damage to articles moved and injury to persons or public
engaged or not engaged in such movement, including equipment, property and personnel
of Landlord if damaged or injured as a result of acts in connection with carrying out this
service for Tenant from the time of entering the property to completion of work. Landlord
shall not be liable for acts of any person engaged in, or any damage or loss to any of said
property resulting from any act in connection with such service performed for a Tenant.
16. Tenant shall not employ any person for the purpose of cleaning other than the
authorized cleaning and maintenance personnel fox the Building unless otherwise
approved in writing by Landlord. In those instances when Tenant contracts, with
Landlord's written approval, for their own janitorial services, rubbish removal and
exterminating shall be part of that janitorial services and Tenant shall pay the total cost
thereof. The work of the janitor or cleaning personnel shall not be hindered by Tenant
after 6:00 p.m.
fNITIA~
31
17. Landlord reserves the right to approve all vending machines or any other machines
and all concessionaires, vending machine operators or other distributors of cold drinks,
coffee, food or other concessions, water, towels or newspapers.
18. Tenant shall exercise caution in the protection of personal property located within the
leased premises from loss or damage-by keeping doors to unattended areas locked.
Landlord shall not be responsible to the Tenant, their agents, employees or invitees for
any loss of money, jewelry or other personal property from the leased premises or public
areas or for any damages to any property therein from any cause whatsoever whether such
loss or damage occurs when an area is locked against entry or not. Tenant shall report any
thefts or losses to the Building Manager and security personnel as soon as reasonably
possible after discovery and shall also notify the Building Manager and security
personnel of the presence of any persons whose conduct is suspicious or causes a
disturbance.
19. Tenant shall not solicit from or circulate advertising material among other tenants of
the Building except by U.S. mail service. Tenant shall notify the Building Manager or its
agent promptly if any unauthorized persons are soliciting from or causing annoyance to
Tenant, its employees, guests or invitees.
20. Landlord reserves the right to deny entrance to. the Building or remove any person or
persons from the Building in any case where the conduct of such person or persons, in the
sole option of Landlord, involves a hazard or nuisance to any tenant of the Building or to
the public or in the event of fire or other emergency, riot, invasion, public excitement,
civil commotion or similar disturbance involving risk to the Building tenants or to the
general public. Landlord shall in no case be liable for damages for any error with regard
to the admission to or exclusion from the Building of any person.
21, Tenant will not be permitted to locate furnishings or cabinets adjacent to mechanical
or electrical access panels or over air conditioning outlets so as to prevent operating
personnel from servicing such units as routine or emergency access may require.
22. Services to be provided by Landlord under the provisions of Section 6.A(3) of the
Lease shall be provided during normal building operating hours. Landlord will provide
these services at Tenant's expense at other times provided that Tenant separately contracts
with Landlord at least 24 hours in advance.
23. Landlord reserves the right to install signs on the interior or exterior of the Building.
24. Glass that reflects or admits light into passageways or into any place in the Building
or leased premises shall not be covered or obstructed by Tenant. Landlord shall designate
Building Standard window coverings. .
INITIAL
32
25. Tenant shall permit Landlord, within six (6) months prior to the termination of this
lease to show the leased premises during business or non-business hours to prospective
Tenants and to advertise the leased premises fox rent: However, Landlord shall not
unreasonably disturb Tenant's business.
26. Landlord reserves the right, at any- time, to grant to anyone the exclusive right to
conduct any business or render any service in the Building.
27. Tenant shall not advertise the business, profession, or activities of Tenant in any
manner which violates the letter or spirit of any code of ethics adopted by any recognized
association or organization pertaining thereto or use the name of the Building for any
purpose other than that of the business address of Tenant or use any picture or likeness of
Building or the Building name in any letterheads, envelopes, circulars, notices,
advertisements, containers, ox wrapping material, without Landlord's prior written
consent.
28. Landlord reserves the right to erect, use and maintain pipes, ducts, wiring and
conduits, and appurtenances thereto in and through the leased premises at reasonable
locations.
29. Tenant shall make arrangements directly with the telephone company servicing the
building, for telephone service in the leased premises. Tenant shall pay the entire cost of
'all telephone charges, including, but not limited to, installation charges. Tenant shall be
permitted to enter the property one month prior to commencement of the Lease for the
purpose of installing phone and computer lines and also to move furniture.
30. Tenant shall pay either to Landlord or to a qualified licensed contractor, to be
approved by Landlord, for the maintenance, replacement of filters and general upkeep of
Tenant's special equipment Le., air conditioning units for computer areas, etc., which are
to be services on a regular basis to minimize damage to Landlord's property or other
Tenants property.
3 1. Tenant shall pay for labor, and or materials, used by the Landlord for. . . "special
services" . . within the leased premises, not included in. . "normal janitorial services" , ,
i.e., shampooing or cleaning of carpeting, washing of venetian blinds, washing of light
lenses, and or major moving of furniture.
32. Tenant will give 12-hour notice ,to Landlord of need to use its space after normal
business hours. This notice will allow Landlord to reprogram timer for-HV Ac usage
after normal times. There will be no additional fee for this HV Ac usage with tenant's
moderate "after hours" HV Ac requirements.
INITIAL~
33