HomeMy WebLinkAboutMANAGEMENT ANALYSIS & UTILIZATION OFFICE LEASE AGREEMENT HATCHER BUILDING 501 10/01/07 END MARCH 31,2011
OFFICE LEASE AGREEMENT
THIS LEASE AGREEMENT, (the "Lease") made this 1st day of October, 2008, between Management Analysis & Utilization,
Inc., hereinafter called the Landlord and Richmond County Consolidated Government, hereinafter called the Tenant.
I. Basic Lease Information.
A. "Building" shall mean the building located at 501 Greene St., Augusta, Georgia, commonly known as Hatcher
Building.
C.
B. "Rentable Square Footage of the Building" is deemed to be 50,000 square feet.
"Premises" shall mean the areas shown below:
Department Area
DBE Coordinator 730 SF
Public Services 1,920 SF
EEO 286 SF
Augusta Cares 417 SF
Facilities 1,200 SF
Law Office 1,450 SF
SPLOST Program Mgr 466 SF
Total 6,469 SF
Location
Third Floor Suite 304
Third Floor Suites 301 & 307
Third Floor Suite 314
Third Floor Suites 311 & 312
Third Floor Suites 309 & 310
Third Floor Suite 302
Third Floor Suite 313
If the Premises include one or more tloors in their entirety, all corridors and restroom facilities located on such full
tloor(s) shall be considered part of the Premises. Landlord and Tenant stipulate and agree that the Rentable Square
Footage of the Building and the Rentable Square Footage of the Premises are correct and shall not be remeasured.
D. "Base Rent":
The base rate for the rent shall be $13.25 per SF allocated as follows:
Department Area Rate Annual Cost
DBE Coordinator 730 SF $ 13.25 /SF $ 9,672.50
Public Services 1,920 SF $ 13.25 /SF $ 25,440.00
EEO 286 SF $ 13.25 /SF $ 3,789.50
Augusta Cares 417 SF $ 13.25 /SF $ 5,525.25
Facilities 1,200 SF $ 13.25 /SF $ 15,900.00
Law Office 1 ,450 SF $ 13.25 /SF $ 19,212.50
SPLOST Program Mgr 466 SF $ 13.25 /SF $ 6,174.50
6,469 SF $ 85,714.25
"Tenant's Pro Rata Share": 12.94%.
"Base Year": 2008.
E.
F.
G. "Term": A period of 30 months. The Term shall commence on October 1, 2008 (the "Commencement Date") and,
unless terminated early in accordance with this Lease, end on March 31, 2011 (the "Termination Date"). This lease
includes an option to extend for six months on a month to month basis at the same rate.
H. Tenant allowance(s): None.
I. "Security Deposit": None.
J. "Guarantor(s)": None.
K. "Broker(s)"; None
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L. "Permitted Use": General office use.
M. "Notice Addresses":
Tenant:
On and after the Commencement Date, notices shall be sent to Tenant at the Premises. Prior to the Commencement
Date, notices shall be sent to Tenant at the following address:
Augusta Georgia
C/O Administrator
530 Greene Street, Room 801
Augusta, Georgia 30911
Phone # 821-2400
Fax # 821-2819
Landlord:
MAU, Inc.
Attn; Ed O'Neal
501 Greene St.
Augusta, GA 30901
Phone # 823-2352
Rent (defined in Article IV.A) is payable to the order of Management Analysis & Utilization, Inc. at the following
address: MAU, Inc. P.O. Box 116077, Atlanta, Georgia 30368-6077.
N. "Business Day(s)" are Monday through Friday of each week, exclusive of New Year's Day, Memorial Day, Good
Friday, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Eve and
Christmas Day ("Holidays"). Landlord may designate additional Holidays, provided that the additional Holidays are
commonly recognized by other office buildings in the area where the Building is located.
O. "Landlord Work" means the work, if any, that Landlord is obligated to perform in the Premises pursuant to a
separate work letter agreement.
P. "Law(s)" means all applicable statutes, codes, ordinances, orders, rules and regulations of any municipal or
governmental entity.
Q. "Normal Business Hours" for the Building are 8:00 A.M. to 5:00 P.M. on Business Days Monday through Friday.
R. "Property" means the Building and the parcel(s) of land on which it is located and, at Landlord's discretion, the
parking lot and other improvements serving the Building, if any, and the parcel(s) ofland on which they are located.
II. Lease Grant.
Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, together with the right in common
with others to use any portions of the Property that are designated by Landlord for the common use of tenants and others, such as
sidewalks, unreserved parking areas, common corridors, elevator foyers, restrooms, vending areas and lobby areas (the "Common
Areas").
III. Adjustment of Commencement Date; Possession.
A. The Landlord Work shall be deemed to be "Substantially Complete" on the date that all Landlord Work has been
performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-
completion of which does not materially interfere with Tenant's use of the Premises. However, if Landlord is
delayed in the performance of the Landlord Work as a result of any Tenant Delay(s) (defined below), the Landlord
Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected
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to Substantially Complete the Landlord Work absent any Tenant Delay. "Tenant Delay" means any act or omission
of Tenant or its agents, employees, vendors or contractors that actually delays the Substantial Completion of the
Landlord Work, including, without limitation: (1) Tenant's failure to furnish information or approvals within any
time period specified in this Lease, including the failure to prepare or approve preliminary or final plans by any
applicable due date; (2) Tenant's selection of equipment or materials that have long lead times after first being
informed by Landlord that the selection may result in a delay; (3) changes requested or made by Tenant to previously
approved plans and specifications; (4) performance of work in the Premises by Tenant or Tenant's contractor(s)
during the performance of the Landlord Work; or (5) if the performance of any portion of the Landlord Work
depends on the prior or simultaneous performance of work by Tenant, a delay by Tenant or Tenant's contractor(s) in
the completion of such work.
B. Subject to Landlord's obligation, if any, to perform Landlord Work and Landlord's obligations under Section IX.B.,
the Premises are accepted by Tenant in "as is" condition and configuration. By taking possession of the Premises,
Tenant agrees that the Premises are in good order and satisfactory condition, and that there are no representations or
warranties by Landlord regarding the condition of the Premises or the Building. If Landlord is delayed delivering
possession of the Premises or any other space due to the holdover or unlawful possession of such space by any party,
Landlord shall use reasonable efforts to obtain possession of the space. The Commencement Date and Termination
Date shall be determined by Section I.G.
C. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the
terms and conditions of this Lease and Tenant shall pay Rent (defined in Section IV.A.) to Landlord for each day of
possession before the Commencement Date. However, except for the cost of services requested by Tenant, Tenant
shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant,
with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or
installing furniture, equipment or other personal property.
IV. Rent.
A. Payments. As consideration for this Lease, Tenant shall pay Landlord, without any setoff or deduction, the total
amount of Base Rent and Additional Rent due for the Term. "Additional Rent" means all sums (exclusive of Base
Rent) that Tenant is required to pay Landlord. Additional Rent and Base Rent are sometimes collectively referred to
as "Rent". Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any,
imposed upon or measured by Rent under applicable Law. Base Rent and recurring monthly charges of Additional
Rent shall be due and payable in advance on the first day of each calendar month without notice or demand, provided
that the installment of Base Rent for the first full calendar month of the Term shall be payable upon the execution of
this Lease by Tenant. All other items of Rent shall be due and payable by Tenant on or before the 101h day of each
month. All payments of Rent shall be by good and sufficient check or by other means (such as automatic debit or
electronic transfer) acceptable to Landlord. If Tenant fails to pay any item or installment of Rent when due, Tenant
shall pay Landlord an administration fee equal to 5% of the past due Rent, provided that Tenant shall be entitled to a
grace period of 5 days for the first 2 late payments of Rent in a given calendar year. If the Term commences on a day
other than the first day of a calendar month or terminates on a day other than the last day of a calendar month, the
monthly Base Rent and Tenant's Pro Rata Share of any Tax Excess (defined in Section IV. B.) or Expense Excess
(defined in Section IV.B.) for the month shall be prorated based on the number of days in such calendar month.
Landlord's acceptance of less than the correct amount of Rent shall be considered a payment on account of the
earliest Rent due. No endorsement or statement on a check or letter accompanying a check or payment shall be
considered an accord and satisfaction, and either party may accept the check or payment without prejudice to that
party's right to recover the balance or pursue other available remedies. Tenant's covenant to pay Rent is
independent of every other covenant in this Lease.
B. Expense Excess and Tax Excess. Tenant shall pay Tenant's Pro Rata Share of the amount, if any, by which Expenses
(defined in Section IV.C.) for each calendar year during the Term exceed Expenses for the Base Year (the "Expense
Excess") and also the amount, if any, by which Taxes (defined in Section IV.D.) for each calendar year during the
Term exceed Taxes for the Base Year (the "Tax Excess"). If Expenses and/or Taxes in any calendar year decrease
below the amount of Expenses and/or Taxes for the Base Year, Tenant's Pro Rata Share of Expenses and/or Taxes,
as the case may be, for that calendar year shall be $0. Landlord shall provide Tenant with a good faith estimate of
the Expense Excess and of the Tax Excess for each calendar year during the Term. On or before the first day of each
month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of
Landlord's estimate of the Expense Excess and one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of the
Tax Excess. If Landlord determines that its good faith estimate of the Expense Excess or of the Tax Excess was
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incorrect by a material amount, Landlord may provide Tenant with a revised estimate. After its receipt of the revised
estimate, Tenant's monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant
with an estimate of the Expense Excess or of the Tax Excess by January 1 of a calendar year, Tenant shall continue
to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new
estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid
monthly installments based on the previous year's estimate(s). Tenant shall pay Landlord the amount of any
underpayment within 30 days after receipt of the new estimate. Any overpayment shall be refunded to Tenant within
30 days or credited against the next due future installment(s) of Additional Rent.
As soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with a statement of the
actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year. If the
estimated Expense Excess and/or estimated Tax Excess for the prior calendar year is more than the actual Expense
Excess and/or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall apply any
overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the
determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount
of Rent due. If the estimated Expense Excess and/or estimated Tax Excess for the prior calendar year is less than the
actual Expense Excess and/or actual Tax Excess, as the case may be, for such prior year, Tenant shall pay Landlord,
within 30 days after its receipt of the statement of Expenses and/or Taxes, any underpayment for the prior calendar
year.
C. Expenses Defined. "Expenses" means all costs and expenses incurred in each calendar year in connection with
operating, maintaining, repairing, and managing the Building and the Property, including, but not limited to:
1. Labor costs, including, wages, salaries, social security and employment taxes, medical and other types of
insurance, uniforms, training, and retirement and pension plans.
2. Management fees, the cost of equipping and maintaining a management office, accounting and bookkeeping
services, legal fees not attributable to leasing or collection activity, and other administrative costs.
Landlord, by itself or through an affiliate, shall have the right to directly perform or provide any services
under this Lease (including management services), provided that the cost of any such services shall not
exceed the cost that would have been incurred had Landlord entered into an arms-length contract for such
services with an unaffiliated entity of comparable skill and experience.
3. The cost of services, including amounts paid to service providers and the rental and purchase cost of parts,
supplies, tools and equipment.
4. Premiums and deductibles paid by Landlord for insurance, including workers compensation, fire and
extended coverage, earthquake, general liability, rental loss, elevator, boiler and other insurance customarily
carried from time to time by owners of comparable office buildings.
5. Electrical Costs (defined below) and charges for water, gas, steam and sewer, but excluding those charges
for which Landlord is reimbursed by tenants. "Electrical Costs" means: (a) charges paid by Landlord for
electricity; (b) costs incurred in connection with an energy management program for the Property; and (c) if
and to the extent permitted by Law, a fee for the services provided by Landlord in connection with the
selection of utility companies and the negotiation and administration of contracts for electricity, provided
that such fee shall not exceed 50% of any savings obtained by Landlord. Electrical Costs shall be adjusted
as follows: (i) amounts received by Landlord as reimbursement for above standard electrical consumption
shall be deducted from Electrical Costs; (ii) the cost of electricity incurred to provide overtime HV AC to
specific tenants (as reasonably estimated by Landlord) shall be deducted from Electrical Costs; and (iii) if
Tenant is billed directly for the cost of building standard electricity to the Premises as a separate charge in
addition to Base Rent, the cost of electricity to individual tenant spaces in the Building shall be deducted
from Electrical Costs.
6. The amortized cost of capital improvements (as distinguished from replacement parts or components
installed in the ordinary course of business) made to the Property which are: (a) performed primarily to
reduce operating expense costs or otherwise improve the operating efficiency of the Property; or
(b) required to comply with any Laws that are enacted, or first interpreted to apply to the Property, after the
date of this Lease. The cost of capital improvements shall be amortized by Landlord over the lesser of the
Payback Period (defined below) or 5 years. The amortized cost of capital improvements may, at
Landlord's option, include actual or imputed interest at the rate that Landlord would reasonably be required
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to pay to finance the cost of the capital improvement. "Payback Period" means the reasonably estimated
period of time that it takes for the cost savings resulting from a capital improvement to equal the total cost of
the capital improvement.
The extrapolation of Expenses under this Section shall be performed by appropriately adjusting the cost of those
components of Expenses that are impacted by changes in the occupancy of the Building.
D. Taxes Defined. "Taxes" shall mean: (1) all real estate taxes and other assessments on the Building and/or Property,
including, but not limited to, assessments for special improvement districts and building improvement districts, taxes
and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and
the Property's share of any real estate taxes and assessments under any reciprocal easement agreement, common area
agreement or similar agreement as to the Property; (2) all personal property taxes for property that is owned by
Landlord and used in connection with the operation, maintenance and repair of the Property; and (3) all costs and
fees incurred in connection with seeking reductions in any tax liabilities described in (1) and (2), including, without
limitation, any costs incurred by Landlord for compliance, review and appeal of tax liabilities. Without limitation,
Taxes shall not include any income, capital levy, franchise, capital stock, gift, estate or inheritance tax. If an
assessment is payable in installments, Taxes for the year shall include the amount of the installment and any interest
due and payable during that year. For all other real estate taxes, Taxes for that year shall, at Landlord's election,
include either the amount accrued, assessed or otherwise imposed for the year or the amount due and payable for that
year, provided that Landlord's election shall be applied consistently throughout the Term. If a change in Taxes is
obtained for any year of the Term during which Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes
for that year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on the
adjustment. Likewise, if a change is obtained for Taxes for the Base Year, Taxes for the Base Year shall be restated
and the Tax Excess for all subsequent years shall be recomputed. Tenant shall pay Landlord the amount of Tenant's
Pro Rata Share of any such increase in the Tax Excess within 30 days after Tenant's receipt of a statement from
Landlord.
E. Audit Rights. Tenant may, within 90 days after receiving Landlord's statement of Expenses, give Landlord written
notice ("Review Notice") that Tenant intends to review Landlord's records of the Expenses for that calendar year.
Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for
inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location
other than the office of the Building, Tenant may either inspect the records at such other location or pay for the
reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord's records, the
agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred
for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give
Landlord written notice (an "Objection Notice") stating in reasonable detail any objection to Landlord's statement of
Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to
provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have
approved Landlord's statement of Expenses and shall be barred from raising any claims regarding the Expenses for
that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in
good faith to resolve any issues raised in Tenant's Objection Notice. If Landlord and Tenant determine that
Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next
installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that
Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment
within 30 days. The records obtained by Tenant shall be. treated as confidential. In no event shall Tenant be
permitted to examine Landlord's records or to dispute any statement of Expenses unless Tenant has paid and
continues to pay all Rent when due.
V. Compliance with Laws; Use.
The Premises shall be used only for the Permitted Use and for no other use whatsoever. Tenant shall not use or permit the use
of the Premises for any purpose which is illegal, dangerous to persons or property or which, in Landlord's reasonable opinion,
unreasonably disturbs any other tenants of the Building or interferes with the operation of the Building. Tenant shall comply with all
Laws, including the Americans with Disabilities Act, regarding the operation of Tenant's business and the use, condition, configuration
and occupancy of the Premises. Tenant, within 10 days after receipt, shall provide Landlord with copies of any notices it receives
regarding a violation or alleged violation of any Laws.
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VI. Security Deposit.
The Security Deposit shall be delivered to Landlord upon the execution of this Lease by Tenant and shall be held by Landlord
without liability for interest (unless required by Law) as security for the performance of Ten ant's obligations. The Security Deposit is
not an advance payment of Rent or a measure of Tenant's liability for damages. Landlord may, from time to time, without prejudice to
any other remedy, use all or a portion of the Security Deposit to satisfY past due Rent or to cure any uncured default by Tenant. If
Landlord uses the Security Deposit, Tenant shall on demand restore the Security Deposit to its original amount. Landlord shall return
any unapplied portion of the Security Deposit to Tenant within 45 days after the later to occur of: (I) the determination of Tenant's Pro
Rata Share of any Tax Excess and Expense Excess for the final year of the Term; (2) the date Tenant surrenders possession of the
Premises to Landlord in accordance with this Lease; or (3) the Termination Date. If Landlord transfers its interest in the Premises,
Landlord may assign the Security Deposit to the transferee and, following the assignment, Landlord shall have no further liability for
the return of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts.
VII. Services to be Furnished by Landlord.
A. Landlord agrees to furnish Tenant with the following services: (1) Water service for use in the lavatories on each
floor on which the Premises are located; (2) Heat and air conditioning in season during Normal Business Hours, at
such temperatures and in such amounts as are standard for comparable buildings or as required by governmental
authority. Tenant, upon such advance notice as is reasonably required by Landlord, shall have the right to receive
HV AC service during hours other than Normal Business Hours. Tenant shall pay Landlord the standard charge for
the additional service as reasonably determined by Landlord from time to time; (3) Maintenance and repair of the
Property as described in Section IX.B.; (4) Basic janitorial service on Business Days. If Tenant's use, floor covering
or other improvements require special services in excess of the standard services for the Building, Tenant shall pay
the additional cost attributable to the special services; (5) Elevator service; (6) Electricity to the Premises for general
office use, in accordance with and subject to the terms and conditions in Article X; and (7) such other services as
Landlord reasonably determines are necessary or appropriate for the Property.
B. Landlord's failure to furnish, or any interruption or termination of, services due to the application of Laws, the
failure of any equipment, the performance of repairs, improvements or alterations, or the occurrence of any event or
cause beyond the reasonable control of Landlord (a "Service Failure") shall not render Landlord liable to Tenant,
constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation
to fulfill any covenant or agreement.
VIII. Leasehold Improvements.
All improvements to the Premises (collectively, "Leasehold Improvements") shall be owned by Landlord and shall remain
upon the Premises without compensation to Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the
Termination Date, may require Tenant to remove, at Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the
exclusive benefit of Tenant and located in the Premises or other portions of the Building; and (2) any Leasehold Improvements that are
performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that would require removal and
repair costs that are materially in excess of the removal and repair costs associated with standard office improvements.
IX. Repairs and Alterations.
A. Tenant's Repair Obligations. Tenant shall, at its sole cost and expense, promptly perform all maintenance and
repairs to the Premises that are not Landlord's express responsibility under this Lease, and shall keep the Premises in
good condition and repair, reasonable wear and tear excepted. Tenant's repair obligations include, without
limitation, repairs to: (1) floor covering; (2) interior partitions; (3) doors; (4) the interior side of demising walls;
(5) electronic, phone and data cabling and related equipment (collectively, "Cable") that is installed by or for the
exclusive benefit of Tenant and located in the Premises or other portions of the Building; (6) supplemental air
conditioning units, private showers and kitchens, including hot water heaters, plumbing, and similar facilities serving
Tenant exclusively; and (7) Alterations performed by contractors retained by Tenant. All work shall be performed in
accordance with the rules and procedures described in Section IX.C. below. If Tenant fails to make any repairs to
the Premises for more than 15 days after notice from Landlord (although notice shall not be required if there is an
emergency), Landlord may make the repairs, and Tenant shall pay the reasonable cost of the repairs to Landlord
within 30 days after receipt of an invoice, together with an administrative charge in an amount equal to 10% of the
cost of the repairs.
B. Landlord's Repair Obligations. Landlord shall keep and maintain in good repair and working order and make repairs
to and perform maintenance upon: (1) structural elements of the Building; (2) mechanical (including HV AC),
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electrical, plumbing and fire/life safety systems serving the Building in general; (3) Common Areas; (4) the roof of
the Building; (5) exterior windows of the Building; and (6) elevators serving the Building. Landlord shall promptly
make repairs (considering the nature and urgency of the repair) for which Landlord is responsible.
C. Alterations. Tenant shall not make alterations, additions or improvements to the Premises or install any Cable in the
Premises or other portions of the Building (collectively referred to as "Alterations") without first obtaining the
written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. However,
Landlord's consent shall not be required for any Alteration that satisfies all of the following criteria (a "Cosmetic
Alteration"): (1) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting;
(2) is not visible from the exterior of the Premises or Building; (3) will not affect the systems or structure of the
Building; and (4) does not require work to be performed inside the walls or above the ceiling of the Premises.
However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all the
other provisions of this Section IX.C. Prior to starting work, Tenant shall furnish Landlord with plans and
specifications reasonably acceptable to Landlord; names of contractors reasonably acceptable to Landlord (provided
that Landlord may designate specific contractors with respect to Building systems); copies of contracts; necessary
permits and approvals; evidence of contractor's and subcontractor's insurance in amounts reasonably required by
Landlord; and any security for performance that is reasonably required by Landlord. Changes to the plans and
specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and
workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord as the
minimum standard for the Building. Landlord may designate reasonable rules, regulations and procedures for the
performance of work in the Building and, to the extent reasonably necessary to avoid disruption to the occupants of
the Building, shall have the right to designate the time when Alterations may be performed. Tenant shall reimburse
Landlord within 30 days after receipt of an invoice for sums paid by Landlord for third party examination of
Tenant's plans for non-Cosmetic Alterations. In addition, within 30 days after receipt of an invoice from Landlord,
Tenant shall pay Landlord a fee for Landlord's oversight and coordination of any non-Cosmetic Alterations equal to
10% of the cost of the non-Cosmetic Alterations. Upon completion, Tenant shall furnish "as-built" plans (except for
Cosmetic Alterations), completion affidavits, full and final waivers of lien and receipted bills covering all labor and
materials. Tenant shall assure that the Alterations comply with all insurance requirements and Laws. Landlord's
approval of an Alteration shall not be a representation by Landlord that the Alteration complies with applicable Laws
or will be adequate for Tenant's use.
X. Use of Electrical Services by Tenant.
Tenant's use of electrical service shall not exceed, either in voltage, rated capacity, use beyond Normal Business Hours or
overall load, that which Landlord deems to be standard for the Building. If Tenant requests permission to consume excess electrical
service, Landlord may refuse to consent or may condition consent upon conditions that Landlord reasonably elects (including, without
limitation, the installation of utility service upgrades, meters, submeters, air handlers or cooling units), and the additional usage (to the
extent permitted by Law), installation and maintenance costs shall be paid by Tenant. The rate charged by Landlord for the additional
usage shall not exceed the standard that would be charged by Georgia Power Company, or its successors, if Tenant were a direct retail
customer thereof, based upon the tariffs that have been publicly filed with the Georgia Public Service Commission. Landlord shall
have the right to separately meter electrical usage for the Premises and to measure electrical usage by surveyor other commonly
accepted methods.
XI. Entry by Landlord.
Landlord, its agents, contractors and representatives may enter the Premises to inspect or show the Premises, to clean and
make repairs, alterations or additions to the Premises, and to conduct or facilitate repairs, alterations or additions to any portion of the
Building, including other tenants' premises. Except in emergencies or to provide janitorial and other Building services after Normal
Business Hours, Landlord shall provide Tenant with reasonable prior notice of entry into the Premises, which may be given orally to
the entity occupying the Premises. If reasonably necessary for the protection and safety of Tenant and its employees, Landlord shall
have the right to temporarily close all or a portion of the Premises to perform repairs, alterations and additions. However, except in
emergencies, Landlord will not close the Premises if the work can reasonably be completed on weekends and after Normal Business
Hours. Entry by Landlord shall not constitute constructive eviction or entitle Tenant to an abatement or reduction of Rent.
XII. Assignment and Subletting.
A. Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any
portion of the Premises (collectively or individually, a "Transfer") without the prior written consent of Landlord,
which consent shall not be unreasonably withheld if Landlord does not elect to exercise its termination rights under
Section XII.B below. Without limitation, it is agreed that Landlord's consent shall not be considered unreasonably
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withheld if: (1) the proposed transferee's financial condition does not meet the criteria Landlord uses to select
Building tenants having similar leasehold obligations; (2) the proposed transferee's business is not suitable for the
Building considering the business of the other tenants and the Building's prestige, or would result in a violation of
another tenant's rights; (3) the proposed transferee is a governmental agency or occupant of the Building; (4) Tenant
is in default after the expiration of the notice and cure periods in this Lease; or (5) any portion of the Building or
Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer.
Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its
consent to a proposed Transfer and Tenant's sole remedy shall be an action to enforce any such provision through
specific performance or declaratory judgment. Any attempted Transfer in violation of this Article shall, at Landlord's
option, be void. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord's rights to
approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant
from any obligation under this Lease.
B. As part of its request for Landlord's consent to a Transfer, Tenant shall provide Landlord with financial statements
for the proposed transferee, a complete copy of the proposed assignment, sublease and other contractual documents
and such other information as Landlord may reasonably request. Landlord shall, by written notice to Tenant within
30 days of its receipt of the required information and documentation, either: (1) consent to the Transfer by the
execution of a consent agreement in a form reasonably designated by Landlord or reasonably refuse to consent to the
Transfer in writing; or (2) exercise its right to terminate this Lease with respect to the portion of the Premises that
Tenant is proposing to assign or sublet. Any such termination shall be effective on the proposed effective date of the
Transfer for which Tenant requested consent. Tenant shall pay Landlord a review fee of $750.00 for Landlord's
review of any Permitted Transfer or requested Transfer, provided if Landlord's actual reasonable costs and expenses
(including reasonable attorney's fees) exceed $750.00, Tenant shall reimburse Landlord for its actual reasonable
costs and expenses in lieu of a fixed review fee.
XIII. Liens.
Tenant shall not permit mechanic's or other liens to be placed upon the Property, Premises or Tenant's leasehold interest in
connection with any work or service done or purportedly done by or for benefit of Tenant or Tenant's subtenant. If a lien is so placed,
Tenant shall, within 10 days after the date Tenant becomes aware of the filing of the lien or within 10 days of notice from Landlord of
the filing of the lien, whichever is first, fully discharge the lien by settling the claim which resulted in the lien or by bonding or insuring
over the lien in the manner prescribed by the applicable lien Law. Unless Landlord gave Tenant notice of the lien, Tenant shall
promptly give Landlord notice of the lien after becoming aware of same. If Tenant fails to discharge the lien, then, in addition to any
other right or remedy of Landlord, Landlord may bond or insure over the lien or otherwise discharge the lien. Tenant shall reimburse
Landlord for any amount paid by Landlord to bond or insure over the lien or discharge the lien, including, without limitation,
reasonable attorneys' fees (if and to the extent permitted by Law) within 30 days after receipt of an invoice from Landlord.
XIV. Indemnity and Waiver of Claims.
A. Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties
(defined below), Tenant shall indemnifY, defend and hold Landlord, its trustees, members, principals, beneficiaries,
partners, officers, directors, employees, Mortgagee(s) (defined in Article XXVI) and agents ("Landlord Related
Parties") harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and
expenses, including, without limitation, reasonable attorneys' fees and other professional fees (if and to the extent
permitted by Law), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord
Related Parties and arising out of or in connection with any damage or injury occurring in the Premises or any acts or
omissions (including violations of Law) of Tenant, the Tenant Related Parties (defined below) or any of Tenant's
transferees, contractors or licensees.
B. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties (defined
below), Landlord shall indemnifY, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners,
officers, directors, employees and agents ("Tenant Related Parties") harmless against and from all liabilities,
obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation,
reasonable attorneys' fees and other professional fees (if and to the extent permitted by Law), which may be imposed
upon, incurred by or asserted against Tenant or any of the Tenant Related Parties and arising out of or in connection
with the acts or omissions (including violations of Law) of Landlord, the Landlord Related Parties or any of
Landlord's contractors.
9
C. Landlord and the Landlord Related Parties shall not be liable for, and Tenant waives, all claims for loss or damage to
Tenant's business or loss, theft or damage to Tenant's Property or the property of any person claiming by, through or
under Tenant resulting from: (1) wind or weather; (2) the failure of any sprinkler, heating or air-conditioning
equipment, any electric wiring or any gas, water or steam pipes; (3) the backing up of any sewer pipe or downspout;
(4) the bursting, leaking or running of any tank, water closet, drain or other pipe; (5) water, snow or ice upon or
coming through the roof, skylight, stairs, doorways, windows, walks or any other place upon or near the Building;
(6) any act or omission of any party other than Landlord or Landlord Related Parties; and (7) any causes not
reasonably within the control of Landlord. Tenant shall insure itself against such losses under Article XV below.
XV. Insurance.
Tenant shall carry and maintain the following insurance ("Tenant's Insurance"), at its sole cost and expense: (1) Commercial
General Liability Insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum combined
single limit of $2,000,000.00; (2) All Risk Property/Business Interruption Insurance, including flood and earthquake, written at
replacement cost value and with a replacement cost endorsement covering all of Tenant's trade fixtures, equipment, furniture and other
personal property within the Premises ("Tenant's Property"); (3) Workers' Compensation Insurance as required by the state in which
the Premises is located and in amounts as may be required by applicable statute; and (4) Employers Liability Coverage of at least
$1,000,000 per occurrence. Any company writing any of Tenant's Insurance shall have an A.M. Best rating of not less than A-VIII.
All Commercial General Liability Insurance policies shall name Tenant as a named insured and Landlord (or any successor), and their
respective members, principals, beneficiaries, partners, officers, directors, employees, agents, and other designees of as the interest of
such designees shall appear, as additional insured. All policies of Tenant's Insurance shall contain endorsements that the insurer(s)
shall give Landlord and its designees at least 30 days' advance written notice of any change, cancellation, termination or lapse of
insurance. Tenant shall provide Landlord with a certificate of insurance evidencing Tenant's Insurance prior to the earlier to occur of
the Commencement Date or the date Tenant is provided with possession of the Premises for any reason, and upon renewals at least 15
days prior to the expiration of the insurance coverage. So long as the same is available at commercially reasonable rates, Landlord
shall maintain so called All Risk property insurance on the Building at replacement cost value, as reasonably estimated by Landlord.
Except as specifically provided to the contrary, the limits of either party's' insurance shall not limit such party's liability under this
Lease.
XVI. Subrogation.
Notwithstanding anything in this Lease to the contrary, Landlord and Tenant hereby waive and shall cause their respective
insurance carriers to waive any and all rights of recovery, claim, action or causes of action against the other and their respective
trustees, principals, beneficiaries, partners, officers, directors, agents, and employees, for any loss or damage that may occur to
Landlord or Tenant or any party claiming by, through or under Landlord or Tenant, as the case may be, with respect to Tenant's
Property, the Building, the Premises, any additions or improvements to the Building or Premises, or any contents thereof, including all
rights of recovery, claims, actions or causes of action arising out of the negligence of Landlord or any Landlord Related Parties or the
negligence of Tenant or any Tenant Related Parties, which loss or damage is (or would have been, had the insurance required by this
Lease been carried) covered by insurance.
XVII. Casualty Damage.
A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notifY Landlord in
writing. During any period of time that all or a material portion of the Premises is rendered untenantable as a result
of a fire or other casualty, the Rent shall abate for the portion of the Premises that is untenantable and not used by
Tenant. Landlord shall have the right to terminate this Lease if: (1) the Building shall be damaged so that, in
Landlord's reasonable judgment, substantial alteration or reconstruction of the Building shall be required (whether or
not the Premises has been damaged); (2) Landlord is not permitted by Law to rebuild the Building in substantially
the same form as existed before the fire or casualty; (3) the Premises have been materially damaged and there is less
than 2 years of the Term remaining on the date of the casualty; (4) any Mortgagee requires that the insurance
proceeds be applied to the payment of the mortgage debt; or (5) a material uninsured loss to the Building occurs.
Landlord may exercise its right to terminate this Lease by notifYing Tenant in writing within 90 days after the date of
the casualty. If Landlord does not terminate this Lease, Landlord shall commence and proceed with reasonable
diligence to repair and restore the Building and the Leasehold Improvements (excluding any Alterations that were
performed by Tenant in violation of this Lease). However, in no event shall Landlord be required to spend more
than the insurance proceeds received by Landlord. Landlord shall not be liable for any loss or damage to Tenant's
Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and
restoration of the damage. Landlord and Tenant hereby waive the provisions of any Law relating to the matters
addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be
those specifically provided in this Lease.
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B. If all or any portion of the Premises shall be made untenantable by fire or other casualty, Landlord shall, with
reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and
Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of
the Premises and make the Premises tenantable again, using standard working methods ("Completion Estimate"). If
the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date the
repair and restoration is started, then regardless of anything in Section XVII.A above to the contrary, either party
shall have the right to terminate this Lease by giving written notice to the other of such election within 10 days after
receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the fire or
casualty was caused by the negligence or intentional misconduct of Tenant, Tenant Related Parties or any of
Tenant's transferees, contractors or licensees.
XVIII. Condemnation.
Either party may terminate this Lease if the whole or any material part of the Premises shall be taken or condemned for any
public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a "Taking"). Landlord shall also have
the right to terminate this Lease ifthere is a Taking of any portion of the Building or Property which would leave the remainder of the
Building unsuitable for use as an office building in a manner comparable to the Building's use prior to the Taking. In order to
exercise its right to terminate the Lease, Landlord or Tenant, as the case may be, must provide written notice of termination to the other
within 45 days after the terminating party first receives notice of the Taking. Any such termination shall be effective as of the date the
physical taking of the Premises or the portion of the Building or Property occurs. If this Lease is not terminated, the Rentable Square
Footage of the Building, the Rentable Square Footage of the Premises and Tenant's Pro Rata Share shall, if applicable, be
appropriately adjusted. In addition, Rent for any portion of the Premises taken or condemned shall be abated during the unexpired
Term of this Lease effective when the physical taking of the portion of the Premises occurs. All compensation awarded for a Taking,
or sale proceeds, shall be the property of Landlord, any right to receive compensation or proceeds being expressly waived by Tenant.
However, Tenant may file a separate claim at its sole cost and expense for Tenant's Property and Tenant's reasonable relocation
expenses, provided the filing of the claim does not diminish the award which would otherwise be receivable by Landlord.
XIX. Events of Default.
Tenant shall be considered to be in default of this Lease upon the occurrence of any of the following events of default:
A. Tenant's failure to pay when due all or any portion of the Rent, if the failure continues for 3 days after written notice
to Tenant ("Monetary Default").
B. Tenant's failure (other than a Monetary Default) to comply with any term, provision or covenant of this Lease, if the
failure is not cured within 10 days after written notice to Tenant. However, if Tenant's failure to comply cannot
reasonably be cured within 10 days, Tenant shall be allowed additional time (not to exceed 60 days) as is reasonably
necessary to cure the failure so long as: (1) Tenant commences to cure the failure within 10 days, and (2) Tenant
diligently pursues a course of action that will cure the failure and bring Tenant back into compliance with the Lease.
However, if Tenant's failure to comply creates a hazardous condition, the failure must be cured immediately upon
notice to Tenant. In addition, if Landlord provides Tenant with notice of Tenant's failure to comply with any
particular term, provision or covenant of the Lease on 3 occasions during any 12 month period, Tenant's subsequent
violation of such term, provision or covenant shall, at Landlord's option, be an incurable event of default by Tenant.
C. Tenant or any Guarantor becomes insolvent, makes a transfer in fraud of creditors or makes an assignment for the
benefit of creditors, or admits in writing its inability to pay its debts when due.
D. The leasehold estate is taken by process or operation of Law.
E. Tenant is in default beyond any notice and cure period under any other lease or agreement with Landlord, including,
without limitation, any lease or agreement for parking.
XX. Remedies.
A. Upon any default, Landlord shall have the right without notice or demand (except as provided in Article XIX) to
pursue any of its rights and remedies at Law or in equity, including anyone or more of the following remedies:
1. Terminate this Lease, in which case Tenant shall immediately surrender the Premises to Landlord. If
Tenant fails to surrender the Premises, Landlord may, in compliance with applicable Law and without
11
prejudice to any other right or remedy, enter upon and take possession of the Premises and expel and
remove Tenant, Tenant's Property and any party occupying all or any part of the Premises. Tenant shall pay
Landlord on demand the amount of all past due Rent and other losses and damages which Landlord may
suffer as a result of Tenant's default, whether by Landlord's inability to relet the Premises on satisfactory
terms or otherwise, including, without limitation, all Costs of Reletting (defined below) and any deficiency
that may arise from reletting or the failure to relet the Premises. "Costs of Reletting" shall include all costs
and expenses incurred by Landlord in reletting or attempting to relet the Premises, including, without
limitation, reasonable legal fees, brokerage commissions, the cost of alterations and the value of other
concessions or allowances granted to a new tenant.
2. Terminate Tenant's right to possession of the Premises and, in compliance with applicable Law, expel and
remove Tenant, Tenant's Property and any parties occupying all or any part of the Premises. Landlord may
(but shall not be obligated to) relet all or any part of the Premises, without notice to Tenant, for a term that
may be greater or less than the balance ofthe Term and on such conditions (which may include concessions,
free rent and alterations of the Premises) and for such uses as Landlord in its absolute discretion shall
determine. Landlord may collect and receive all rents and other income from the reletting. Tenant shall pay
Landlord on demand all past due Rent, all Costs of Reletting and any deficiency arising from the reletting or
failure to relet the Premises. Landlord shall not be responsible or liable for the failure to relet all or any part
of the Premises or for the failure to collect any Rent. The re-entry or taking of possession of the Premises
shall not be construed as an election by Landlord to terminate this Lease unless a written notice of
termination is given to Tenant.
3. In lieu of calculating damages under Sections XX.A.l or XX.A.2 above, Landlord may elect to receive as
damages the sum of (a) all Rent accrued through the date of termination of this Lease or Tenant's right to
possession, and (b) an amount equal to the total Rent that Tenant would have been required to pay for the
remainder of the Term discounted to present value at the Prime Rate (defined in Section XX.B. below) then
in effect, minus the then present fair rental value of the Premises for the remainder of the Term, similarly
discounted, after deducting all anticipated Costs of Reletting.
B. Unless expressly provided otherwise in this Lease, the repossession or re-entering of all or any part of the Premises
shall not relieve Tenant of its liabilities and obligations under the Lease. No right or remedy of Landlord shall be
exclusive of any other right or remedy. Each right and remedy shall be cumulative and in addition to any other right
and remedy now or subsequently available to Landlord at Law or in equity. If Landlord declares Tenant to be in
default, Landlord shall be entitled to receive interest on any unpaid item of Rent at a rate equal to the Prime Rate
plus 4% per annum. For purposes hereof, the "Prime Rate" shall be the per annum interest rate publicly announced
as its prime or base rate by a federally insured bank selected by Landlord in the state in which the Building is
located. Forbearance by Landlord to enforce one or more remedies shall not constitute a waiver of any default.
XXI. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF
LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED TO THE INTEREST OF
LANDLORD IN THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR
THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD. NEITHER LANDLORD NOR ANY
LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. BEFORE
FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE
MORTGAGEE(S) (DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES, NOTICE AND REASONABLE
TIME TO CURE THE ALLEGED DEFAULT.
XXII. No Waiver.
Either party's failure to declare a default immediately upon its occurrence, or delay in taking action for a default shall not
constitute a waiver of the default, nor shall it constitute an estoppel. Either party's failure to enforce its rights for a default shall not
constitute a waiver of its rights regarding any subsequent default. Receipt by Landlord of Tenant's keys to the Premises shall not
constitute an acceptance or surrender of the Premises.
XXIII. Quiet Enjoyment.
Tenant shall, and may peacefully have, hold and enjoy the Premises, subject to the terms of this Lease, provided Tenant pays the
Rent and fully performs all of its covenants and agreements. This covenant and all other covenants of Landlord shall be binding upon
12
Landlord and its successors only during its or their respective periods of ownership of the Building, and shall not be a personal covenant of
Landlord or the Landlord Related Parties.
XXV. Holding Over.
Except for any permitted occupancy by Tenant under Article VIII, if Tenant fails to surrender the Premises at the expiration
or earlier termination of this Lease, occupancy of the Premises after the termination or expiration shall be that of a tenancy at
sufferance. Tenant's occupancy of the Premises during the holdover shall be subject to all the terms and provisions of this Lease and
Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of the
greater of: (1) the sum of the Base Rent and Additional Rent due for the period immediately preceding the holdover; or (2) the fair
market gross rental for the Premises as reasonably determined by Landlord. No holdover by Tenant or payment by Tenant after the
expiration or early termination of this Lease shall be construed to extend the Term, to create a tenancy-at-will under applicable law, or
prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. In addition to the
payment of the amounts provided above, if Landlord is unable to deliver possession of the Premises to a new tenant, or to perform
improvements for a new tenant, as a result of Tenant's holdover and Tenant fails to vacate the Premises within 15 days after Landlord
notifies Tenant of Landlord's inability to deliver possession, or perform improvements, Tenant shall be liable to Landlord for all
damages, including, without limitation, consequential damages, that Landlord suffers from the holdover.
XXVI. Subordination to Mortgages; Estoppel Certificate.
Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other Iien(s) now or
subsequently arising upon the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions
thereof (collectively referred to as a "Mortgage"). The party having the benefit of a Mortgage shall be referred to as a "Mortgagee".
This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination
agreement in favor of the Mortgagee. In lieu of having the Mortgage be superior to this Lease, a Mortgagee shall have the right at any
time to subordinate its Mortgage to this Lease. If requested by a successor-in-interest to all or a part of Landlord's interest in the
Lease, Tenant shall, without charge, attorn to the successor-in-interest. Landlord and Tenant shall each, within 10 days after receipt of
a written request from the other, execute. and deliver an estoppel certificate to those parties as are reasonably requested by the other
(including a Mortgagee or prospective purchaser). The estoppel certificate shall include a statement certifYing that this Lease is
unmodified (except as identified in the estoppel certificate) and in full force and effect, describing the dates to which Rent and other
charges have been paid, representing that, to such party's actual knowledge, there is no default (or stating the nature of the alleged
default) and indicating other matters with respect to the Lease that may reasonably be requested.
XXVII. Attorneys' Fees.
If either party institutes a suit against the other for violation of or to enforce any covenant or condition of this Lease, or if
either party intervenes in any suit in which the other is a party to enforce or protect its interest or rights, the prevailing party shall be
entitled to all of its costs and expenses, including, without limitation, reasonable attorneys' fees.
XXVIII. Notice.
If a demand, request, approval, consent or notice (collectively referred to as a "notice") shall or may be given to either party
by the other, the notice shall be in writing and delivered by hand or sent by registered or certified mail with return receipt requested, or
sent by overnight or same day courier service at the party's respective Notice Address(es) set forth in Article I, except that if Tenant
has vacated the Premises (or if the Notice Address for Tenant is other than the Premises, and Tenant has vacated such address) without
providing Landlord a new Notice Address, Landlord may serve notice in any manner described in this Article or in any other manner
permitted by Law. Each notice shall be deemed to have been received or given on the earlier to occur of actual delivery (which, in the
case of hand delivery, may be deemed "actually delivered" by posting same on the exterior door of the Premises or Landlord's
management office, as the case may be) or the date on which delivery is refused, or, if Tenant has vacated the Premises or the other
Notice Address of Tenant without providing a new Notice Address, three (3) days after notice is deposited in the U.S. mail or with a
courier service in the manner described above. Either party may, at any time, change its Notice Address by giving the other party
written notice of the new address in the manner described in this Article.
XXIX. Excepted Rights.
This Lease does not grant any rights to light or air over or about the Building. Landlord excepts and reserves exclusively to
itself the use of: (1) roofs, (2) telephone, electrical and janitorial closets, (3) equipment rooms, Building risers or similar areas that are
used by Landlord for the provision of Building services, (4) rights to the land and improvements below the floor of the Premises,
(5) the improvements and air rights above the Premises, (6) the improvements and air rights outside the demising walls of the
Premises, and (7) the areas within the Premises used for the installation of utility lines and other installations serving occupants of the
13
Building. Landlord has the right to change the Building's name or address. Landlord also has the right to make such other changes to
the Property and Building as Landlord deems appropriate, provided the changes do not materially affect Tenant's ability to use the
Premises for the Permitted Use. Landlord shall also have the right (but not the obligation) to temporarily close the Building if
Landlord reasonably determines that there is an imminent danger of significant damage to the Building or of personal injury to
Landlord's employees or the occupants of the Building. The circumstances under which Landlord may temporarily close the Building
shall include, without limitation, electrical interruptions, hurricanes and civil disturbances. A closure of the Building under such
circumstances shall not constitute a constructive eviction nor entitle Tenant to an abatement or reduction of Rent.
XXX. Surrender of Premises.
At the expiration or earlier termination of this Lease or Tenant's right of possession, Tenant shall remove Tenant's Property
(defined in Article XV) from the Premises, and quit and surrender the Premises to Landlord, broom clean, and in good order, condition
and repair, ordinary wear and tear excepted. If Tenant fails to remove any of Tenant's Property within 2 days after the termination of
this Lease or of Tenant's right to possession, Landlord, at Tenant's sole cost and expense, shall be entitled (but not obligated) to
remove and store Tenant's Property without liability to Landlord. Landlord shall not be responsible for the value, preservation or
safekeeping of Tenant's Property. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred for Tenant's
Property. In addition, if Tenant fails to remove Tenant's Property from the Premises or storage, as the case may be, within 30 days
after written notice, Landlord may deem all or any part of Tenant's Property to be abandoned, and title to Tenant's Property shall be
deemed to be immediately vested in Landlord.
XXXI. Miscellaneous.
A. This Lease and the rights and obligations of the parties shall be interpreted, construed and enforced in accordance
with the Laws of the state in which the Building is located and Landlord and Tenant hereby irrevocably consent to
the jurisdiction and proper venue of such state. If any term or provision of this Lease shall to any extent be invalid
or unenforceable, the remainder of this Lease shall not be affected, and each provision of this Lease shall be valid
and enforced to the fullest extent permitted by Law. The headings and titles to the Articles and Sections of this
Lease are for convenience only and shall have no effect on the interpretation of any part of the Lease.
B. Tenant shall not record this Lease or any memorandum without Landlord's prior written consent.
C. Landlord and Tenant hereby waive any right to trial by jury in any proceeding based upon a breach of this Lease.
D. Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant, the period of time for the
performance of such action shall be extended by the number of days that the performance is actually delayed due to
strikes, acts of God, shortages of labor or materials, war, civil disturbances and other causes beyond the reasonable
control of the performing party ("Force Majeure"). However, events of Force Majeure shall not extend any period of
time for the payment of Rent or other sums payable by either party or any period of time for the written exercise of
an option or right by either party.
E. Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this
Lease and in the Building and/or Property referred to herein, and upon such transfer Landlord shall be released from
any further obligations hereunder, and Tenant agrees to look solely to the successor in interest of Landlord for the
performance of such obligations.
F. Tenant covenants, warrants and represents that: (1) each individual executing, attesting and/or delivering this Lease
on behalf of Tenant is authorized to do so on behalf of Tenant; (2) this Lease is binding upon Tenant; and (3) Tenant
is duly organized and legally existing in the state of its organization and is qualified to do business in the state in
which the Premises are located. If there is more than one Tenant, or if Tenant is comprised of more than one party or
entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties and entities.
Notices, payments and agreements given or made by, with or to anyone person or entity shall be deemed to have
been given or made by, with and to all of them.
G. Time is of the essence with respect to payment of Rent and Tenant's exercise of any expansion, renewal or extension
rights granted to Tenant. This Lease shall create only the relationship of landlord and tenant between the parties, and
not a partnership, joint venture or any other relationship. This Lease and the covenants and conditions in this Lease
shall inure only to the benefit of and be binding only upon Landlord and Tenant and their permitted successors and
assigns.
14
H. The expiration of the Term, whether by lapse of time or otherwise, shall not relieve either party of any obligations
which accrued prior to or which may continue to accrue after the expiration or early termination of this Lease.
Without limiting the scope of the prior sentence, it is agreed that Tenant's obligations under Sections IV.A, IV.B.,
VIII, XIV, XX, XXV and XXX shall survive the expiration or early termination of this Lease.
I. Landlord has delivered a copy of this Lease to Tenant for Tenant's review only, and the delivery of it does not
constitute an offer to Tenant or an option. This Lease shall not be effective against any party hereto until an original
copy of this Lease has been signed by such party and further, this Lease shall not be effective against Landlord until
any Mortgagee (defined in Article XXVI), if any, has approved the terms of this Lease if required pursuant to the
terms of the mortgage loan documents relating to the Mortgage (defined in Article XXVI) of such Mortgagee.
J. All understandings and agreements previously made between the parties are superseded by this Lease, and neither
party is relying upon any warranty, statement or representation not contained in this Lease. This Lease may be
modified only by a written agreement signed by Landlord and Tenant.
K. Landlord furnishes standard sign for office in building. NO OTHER SIGNS are permitted without express
permission of Landlord. Landlord will advertise name of business in first floor directory.
L. Landlord will provide Tenant with set of keys to office and building. Tenant is not to provide anyone else
with keys to office (i.e. couriers, vendors, etc.) Additional keys can be purchased through leasing office at a cost of
$1.25 each. .
XXXII. Entire Agreement.
This Lease and the fgP!?>>,!ng~exhibit constitute the entire agreement between the parties and supersede all prior agreements
and understandings related"~?,the,Pi'~ITJ.ise~, including all lease proposals, letters of intent and other documents: Exhibit A (Rules and
Regulations). . .,.",,~ ''t....<. ..,?:~
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15
EXHIBIT" A"
BUILDING RULES AND REGULATIONS
The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking garage (if any),
the Property and the appurtenances. Capitalized terms have the same meaning as defined in the Lease.
I. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant
for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed,
emptied, or thrown in those areas. At no time shall Tenant permit Tenant's employees to loiter in Common Areas or
elsewhere about the Building or Property.
2. Plumbing fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or
other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances
by Tenant, its agents, employees or invitees, shall be paid for by Tenant, and Landlord shall not be responsible for the
damage.
3. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those
of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite
numbers at the entrance to the Premises shall be installed by Landlord, at Tenant's cost and expense, using the standard
graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks
or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel.
4. Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other
directory device listing tenants, and no other directory shall be permitted unless previously consented to by Landlord in
writing.
5. Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord's prior written consent, which
consent is hereby expressly given, and Landlord shall have the right to retain a master key at all times, except for the
evidence rooms. All keys shall be returned to Landlord at the expiration or early termination of this Lease.
6. All contractors, contractor's representatives and installation technicians performing work in the Building shall be subject to
Landlord's prior approval and shall be required to comply with Landlord's standard rules, regulations, policies and
procedures, which may be revised from time to time.
7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or
materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours designated
by Landlord. Tenant shall obtain Landlord's prior approval by providing a detailed listing of the activity. If approved by
Landlord, the activity shall be under the supervision of Landlord and performed in the manner required by Landlord. Tenant
shall assume all risk for damage to articles moved and injury to any persons resulting from the activity. If equipment,
property, or personnel of Landlord or of any other party is damaged or injured as a result of or in connection with the activity,
Tenant shall be solely liable for any resulting damage or loss.
8. Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises.
Damage to the Building by the installation, maintenance, operation, existence or removal of property of Tenant shall be
repaired at Tenant's sole expense.
9. Corridor doors, when not in use, shall be kept closed.
10. Tenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise
interfere in any way with other tenants or persons having business with them; (2) solicit business or distribute, or cause to be
distributed, in any portion of the Building, handbills, promotional materials or other advertising; or (3) conduct or permit
other activities in the Building that might, in Landlord's sole opinion, constitute a nuisance.
11. No animals, except those assisting handicapped persons, shall be brought into the Building or kept in or about the Premises.
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12. No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or
about the Property. Tenant shall not, without Landlord's prior written consent, use, store, install, spill, remove, release or
dispose of, within or about the Premises or any other portion of the Property, any asbestos-containing materials or any solid,
liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601
et seq. or any other applicable environmental Law which may now or later be in effect. Tenant shall comply with all Laws
pertaining to and governing the use of these materials by Tenant, and shall remain solely liable for the costs of abatement and
removal.
13. Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the
present or future value of the Premises or the Building. Tenant shall not use, or permit any part of the Premises to be used, for
lodging, sleeping or for any illegal purpose.
14. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment that
would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by
Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of electronic or
gas heating devices, without Landlord's prior written consent. Tenant shall not use more than its proportionate share of
telephone lines and other telecommunication facilities available to service the Building.
15. Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including,
without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy,
cigarettes and other goods), except for machines for the exclusive use of Tenant's employees, and then only if the operation
does not violate the lease of any other tenant in the Building.
16. Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas
designated by Landlord.
17. Landlord may from time to time adopt systems and procedures for the security and safety of the Building, its occupants, entry,
use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with Landlord's systems and
procedures.
18. Landlord shall have the right to prohibit the use of the name of the Building or any other publicity by Tenant that in
Landlord's sole opinion may impair the reputation of the Building or its desirability. Upon written notice from Landlord,
Tenant shall refrain from and discontinue such publicity immediately.
19. Tenant shall not canvass, solicit or peddle in or about the Building or the Property.
20. Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Common
Areas, unless the Common Areas have been declared a designated smoking area by Landlord, nor shall the above parties
allow smoke from the Premises to emanate into the Common Areas or any other part of the Building. Landlord shall have the
right to designate the Building (including the Premises) as a non-smoking building.
21. Landlord shall have the right to designate and approve standard window coverings for the Premises and to establish rules to
assure that the Building presents a uniform exterior appearance. Tenant shall ensure, to the extent reasonably practicable, that
window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun.
22. Deliveries to and from the Premises shall be made only at the times, in the areas and through the entrances and exits
designated by Landlord. Tenant shall not make deliveries to or from the Premises in a manner that might interfere with the
use by any other tenant of its premises or of the Common Areas, any pedestrian use, or any use which is inconsistent with
good business practice.
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