HomeMy WebLinkAboutManagement Analysis & Utilization, Inc.
Augusta Richmond GA
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501 Greene Street
AUGUSTA, GEORGIA
OFFICE LEASE AGREEMENT
BETWEEN
MANAGEMENT ANALYSIS AND UTILIZATIOl'f, INC.
("LANDLORD")
AND
AUGUSTA, GEORGIA
("TENANT")
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OFFICE LEASE AGREEMENT
TillS LEASE AGREEMENT, (the "Lease") made this /.5Pday of January, 2002, between Management
Analysis and Utilization, Inc., hereinafter called the Landlord and Augusta, Georgia, 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.
B. "Rentable Square Footage of the Building" is deemed to be 50,000 square feet.
C. "Premises" shall mean the area shown on Exhibit A to this Lease. The Premisi~s are located on the
4th floor. The "Rentable Square Footage of the Premises" is deemed to be 10,000 square feet. If
the Premises include one or more floors in their entirety, all corridors and restr',>om facilities
located on such full floor(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":
Months of Term
1- 36
Annual Rate
Per Square Foot
$11.50
Annual
Base Rent
$115,000.00
Monthlv
Base Rent
9583.33
E. "Tenant's Pro Rata Share": 20%.
F. "Base Year": 2002.
G. "Term": A period of36 months. The Term shall commence on March 1,2002 (the
"Commencement Date") and, unless terminated early in accordance with this Lease or u~less extended by
Tenant, end on February 28,2005 (the "Termination Date"). However, if Landlord is required to
Substantially Complete (defmed in Section III.A) any Landlord Work (defined in Section 1.0.) prior to the
Commencement Date under the terms of a Work Letter (defmed in Section 1.0): (1) the date set forth in the
prior sentence as the "Commencement Date" shall instead be defmed as the "Target Commencement Date"
by which date Landlord will use reasonable efforts to Substantially Complete the Landlord Work; and
(2) the actual "Commencement Date" shall be the date on which the Landlord Work is Substantially
Complete, as determined by Section I11.A. In such circumstances, the Termination Date will instead be the
last day of the Term as determined based upon the actual Commencement Date. Landlord's failure to
Substantially Complete the Landlord Work by the Target Commencement Date shall n01 be a default by
Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the
Commencement Date, Landlord and Tenant shall enter into a commencement letter agre'~ment in the form
attached as Exhibit C. Tenant shall, at no monthly expense, be permitted access to the Leased Premises
prior to occupancy for the purpose of installing phone and computer lines, moving furniture and making
other necessary preparations for occupancy during the 2 months preceding the commencement date of this
Lease. Tenant shall have the two options to renew this Lease, each for an additional one year period, ,
which options must be exercised in writing on or before December 31, 2004 and Decemi)er 31, 2005,
respectively, upon the same terms and conditions; provided, however, the annual rental rate shall be
adjusted equal to the percentage increase in the Consumer Price Index (CPI) for all Urb,;n Consumers for
the South Region
H. Tenant allowance(s): None.
I. "Security Deposit": None
J. "Guarantor(s)": None.
K. "Broker(s)": None
1. "Permitted Use": General office use.
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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
With a copy to:
District Attorney
551 Greene Street
Augusta, Georgia 30901
Phone #: 821-1135
Fax #: 821-1237
Landlord:
MAU, Inc.
501 Greene St.
Augusta, GA 30901
Rent (defined in Article IV.A) is payable to the order of Management Analysis and Utilization,
Inc. at the following address: MAU, Inc. P.O. Box 116077, Atlanta, Georgia 3(\368-6077.
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, ifany, that Landlord is obligated to perform in the Premises
pursuant to a separate work letter agreement (the "Work Letter"), ifany, attached as Exhibit D.
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 Leased Premises are 7:00 A.M. to 7:00 P.M. on Business Days
Monday through Sunday.
R. "Property" means the Building and the parcel(s) ofland 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) of
land on which they are located.
II. Lease Grant.
Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, together w:.th the right in
common with others to use any portions of the Property that are designated by Landlord for the co::nmon use of
tenants and others, such as sidewalks, unreserved parking areas, common corridors, elevator foyer::, restrooms,
vending areas and lobby areas (the "Common Areas"). Included within the leased premises is a mhimum of forth
(40) parking spaces for Tenant's employees.
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) (defmed below), the Landlord Work shall be deemed to be
Substantially Complete on the date that Landlord could reasonably have been expected to
Substantially Complete the Landlord Work absent any Tenant Delay. "Tenant Dday" means any
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act or omission of Ten ant or its agents, employees, vendors or contractors that actually delays the
Substantial Completion of the Landlord Work, including, without limitation: (4) 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 fmal plans by any applicable due elate; (2) Tenant's
selection of equipment or materials that have long lead times after ftrst being informed by
Landlord that the selection may result in a delay; (3) changes requested or mad'e 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 lmd 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 L~lndlord 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, sw:h possession shall
be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defmed in
Section IV.A.) to Landlord for each day of possession before the Commencemc~nt 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 Tenn. "Additional Rent"
means all sums (exclusive of Base Reilt) 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 ftrst 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 10th day of each month. All payments of Rt;nt shall be by good
and sufficient check or by other means (such as automatic debit or electronic transfer) acceptable
to Landlord. If the monthly rental payment is not received by Landlord on or bfifore fifteen (15)
days following the due date, said base monthly rental payment shall be in default. In the event
Tenant does not make payment of the monthly rent within fifteen (15) days of the due date, said
payments shall be declared to be in default and Tenant shall have fifteen (15) days in which to cure
same following reasonable notice. 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 ~Itatement 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.
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 Disa'Jilities 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.
VI. Security Deposit.
Tenant shall not be required to pay any security deposit to Landlord,
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VII. Services to be Furnished by Landlord.
A. Landlord agrees to furnish Tenant with the following services: (1) Water servic:e for use in the
lavatories on each floor on which the Premises are located; (2) Heat and air cOJ!lditioning in season
during Normal Business Hours, at temperatures not greater than 78 degrees Fahrenheit and not less
than 68 degrees Fahrenheit. 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.;. (5) Elevator service; (6) Electricity to the Premise:; for general office
use, in accordance with and subject to the tenns and conditions in Article X; and (7) such other
services as Landlord reasonably determines are necessary or appropriate for thll Property. It is
understood and agreed that Tenant shall provide its own janitorial service.
B. Landlord's failure to furnish, or any interruption or termination of, services dm: 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 LandI on I (a "Service
Failure") shall not render Landlord liable to Tenant, constitute a constructive eviction of Ten ant,
give rise to an abatement of Rent, nor relieve Tenant from the obligation to full!ill 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: any Leasehold
Improvements that are performed by or for the benefit of Tenant and, in Landlord's reasonable judgment, are ofa
nature that would require removal and repair costs that are materially in excess of the removal ani'} 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 heatwl, 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 charg~ 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), electrical, plumbing and fIre/life safety systems serving the
Building in general; (3) Common Areas; (4) the roof of the Building; (5) exteriQr 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 resporu:ible.
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 ::eferred to as
"Alterations") without first obtaining the written consent of Landlord in each m;tance, 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 perforrned 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 a:';td subcontractor's
insurance in amounts reasonably required by Landlord; and any security for peri:ormance that is
reasonably required by Landlord. Changes to the plans and specifications must also be submitted
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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 Lnndlord 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 desigrlate the time when
Alterations may be peiformed. Upon completion, Tenant shall furnish "as-built" plans (except for
Cosmetic Alterations), completion affidavits, full and fmal waivers oflien 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 Nonnal
Business Hours (except to provide janitorial service) 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 limitaltion, the installation
of utility service upgrades, meters, submeters, air handlers or cooling units), and the additional u~,age (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 fOJ( the Premises and
to measure electrical usage by surveyor other commonly accepted methods.
XI. Entry by Landlord.
Tenant shall permit Landlord, its agents, contractors and representatives to enter the Premises at dl reasonable hours
to inspect, to clean and make repairs, alterations or additions to the Premises, and to conduct or f<tcilitate repairs,
alterations or additions to any portion of the Building, including other tenants' premises. Except in emergencies
Landlord shall provide Tenant with reasonable prior notice of entry into the Premises. In the event of any entry into
the Leased Premises in the absence ofa representative of the Tenant, Landlord shall, within 24 ho.urs of such entry,
advise Tenant of the fact of entry, the purpose, the part of the premises that was accessed, and the identity of all
persons who made access. Such persons shall be made available for interviews by Tenant upon rt.:asonable
notice/request.
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 withheld if: (1) the
proposed transferee's financial condition does not meet the criteria Landlord UStlS 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; (4) Tenant is in default dter the expiration
of the notice and cure periods in this Lease; or (5) any portion of the Building oJ' Premises would
likely become subject to additional or different Laws as a consequence of the pmposed 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 judgmellt. 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 relea:;e 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 ::"'andlord with
fmancial 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 executi on 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.
XIII. Liens.
Tenant shall not permit mechanic's or other liens to be placed upon the Property, Premise:; 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 fm.t, fully discharge
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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 di scharge the lien.
Tenant shall reimburse Landlord for any amount paid by Landlord to l;>ond 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 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, , 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 Prem.ises or any acts or
omissions (including violations of Law) of Ten ant, 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 (lr any Tenant
Related Parties (defmed below), Landlord shall indemnify, defend and hold Tenant, its elected
officials, trustees, members, principals, beneficiaries, partners, officers, directo~'s, employees and
agents ("Tenant Related Parties") harmless against and from all liabilities, obligations, damages,
penalties, claims, actions, costs, charges and expenses, including, without limit\tion, 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 (If Law) of
Landlord, the Landlord Related Parties or any of Landlord's contractors.
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 Tenanfresulting from: (1) wind or weather; (2) water,
snow or ice upon or coming through the roof, skylight, stairs, doorways, windows, walks or any
other place upon or near the Building; (3) any act or omission of any party other than Landlord or
Landlord Related Parties; and (4) any causes not reasonably within the control of Landlord.
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) the failure of any sprinkler,
heating or air conditioning equipment, any electric wiring or any gas, water or steam pipes; (2) the
backing up of any sewer pipe or downspout; (3) the bursting leaking or running of any tank, water
closet, drain or other pipe unless the Landlord and the Landlord Related Parties are solely
negligent.
XV. Insurance.
Tenant shall carry and maintain the following insurance ("Tenant's Insurance"), at its sole cost and expense
(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.
So long as the same is available at commercially reasonable rates, Landlord shall maintain so calkd 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.
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 requir(~d (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 (late 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 lhe 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 Le'ase). However, in
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no event shall Landlord be required to spend more than the insurance procee&: 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.
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 req1lired 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 if there is a Taking of any po:.tion of the
Building or Property which would leave the remainder of the Building unsuitable for use as an ofii:::e 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 contirmes for 10 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 shan 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.
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 sha~1 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 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
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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 ofReletting
(defined below) and any deficiency that may arise from reletting or the failure to relet the
Premises, not to exceed the sum ofTen Thousand Dollars ($10,000). "Costs of
Reletting" shaH include all costs and expenses incurred by Landlord in reletting or
attempting to relet the Premises, including, without limitation, 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 of the 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 coHect 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.
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. 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 A WARD
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 Ten ant'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 perfonns all of its covenants and agreements. This covenant and all other
covenants of Landlord shall be binding upon 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
shaH be that ofa tenancy at sufferance. Tenant's occupancy of the Premises during the holdover shall be subject to
all the terms and provisions of this Lease 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.
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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 lien(s) now or subsequently arising upon the Premises, the Building or the Property, and to renewals,
modifications, refmancings and extensions thereof (collectively referred to as a "Mortgage"). The party having the
benefit ofa 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 ofthe alleged default) and indicating other
matters with respect to the Lease that may reasonably be requested.
XXVII. Attorneys' Fees.
Each party shall bear its own costs and expenses, except as provided by law.
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 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 (defmed 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 Ten ant's Property within 10 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 Ten ant'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 Ten ant's Property to be abandoned, and
title to Tenant's Property shall be deemed to be immediately vested in Landlord.
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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 and county. 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.
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 (defmed 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 fust floor directory.
1. 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.
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... . -.
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XXXII. Entire Agreement.
This Lease and the following exhibits and attachments constitute the entire agreement between the parties
and supersede all prior agreements and understandings related to the Premises, including all lease proposals, letters
of intent and other documents: Exhibit A (Outline and Location of Premises), Exhibit B (Rules and Regulations),
Exhibit C (Commencement Letter), Exhibit D (Work Letter Agreement) and Exhibit E (Additional Provisions).
IN WITNESS WHEREO
first above written.
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said Landlord and Tenant have hereunto set their hands in duplicate, the day and year
Date:
,
E:\wayne\Contracts and Agreements\500 Bldg LEASEv4 redline Janual)' J 6.doc
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MAD
Facilities Manager
501 Greene Street
Augusta, Georgia 30901
706-724-8367 ext. 466
e-mail gbiasinv@mau.com
DATE: February 13th, 2002
SUBJECT: Memornndum of Agreement (MOA)
TO: Rick Acroo
Assistance Director
Facilities Management Division
The following are the cost estimates for the renovation/alteration of the 4th floor of the 500 building located
at 501 Greene Street, Augusta Georgia 30901.
ELECTRICAL:
Estimated Cost: $15,000.00 This will include the following work;
. Install an additional 86 outlets for electrical and telephone/cable connections. To be installed in
conduit, per code requirements as per drawing.
. Install six (6) data poles as per drawing.
. Install an additional 100 amp sub panel box
. Install two additional electrical outlets on single runs for computer room.
. Install/replace electronic ballast as necessary for overhead lighting.
CARPENTRYIPLUMBING:
Estimated Cost: $51,000.00
. Demolition of existing walls as per drawing.
. Building/framing of new walls.
. Fire blocking corridor per code as per drawing.
. Building of reception shelve/counter as per drawing.
. Installation of seven (7) new doors with framing and hardware
. Building/installation of handicap bathroom which will include the following; 1 handicap toilet, 1 wall
hung sink with faucets, and vinyl flooring.
. Build break room which will include the following, 1 stainless steel sink with faucets, and a sink
cabinet.
. Installation of two glass doors per code with slide card entry system.
Total estimated cost $ 66,000.00
Items that have not had a decision made on, and are not included in the estimate are as follows;
. Carpeting
. Painting
. Light switches in each office
. Any other items not mentioned above.
Any questions pertaining to this report should be directed to the undersigned.
George N. Biasiny
Facilities Manager
MAU Inc.
.' ~
EXHIBIT" A"
OUTLINE AND LOCATION OF PREMISES
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EXHIBIT "B"
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 defmed in the
Lease.
1. 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.
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.
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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 fays 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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,
EXHIBIT C
COMMENCEMENT LETTER
This Lease Commencement Letter (hereinafter referred to as this "Agreement") is made
this ~'41ay o~u~, 200-1, betwee~AtfA-~r/YJerrr 16rA-tIf::Y.s ~ ?A7'U..IZIf-T/~~.JN~.
(he./&;fter ~eferred to as "Landlord"), and
{l(II..S 7'1'1:. ~ 'E"tJ €6/ A- (hereinafter referred to as
"Tenant").
WIT N E SSE T H T HAT:
WHEREAS, the Lease provides for the leasing of space (the "Premises") within the
building known as " ," located at
(hereinafter referred to as the "Building"); and
WHEREAS, Landlord and Tenant agreed to execute this Agreement to confirm the actual
Commencement and Expiration dates of the Lease Term, and for other purposes;
NOW, THEREFORE, pursuant to the provisions of the Lease, Landlord and Tenant
mutually agree as follows:
1. The Commencement Date of the Lease Term IS
Expiration Date of the Lease Term is ,20_.
20 . The
2. Tenant is in possession of, and has accepted, the Premises demised by the Lease, and
acknowledges that all the work to be performed by Landlord in the Premises as required by the
terms of the Lease except as set forth in Paragraph 3 below, if any, has been satisfactorily
completed. Tenant further certifies that all conditions of the Lease required of Landlord as of
this date have been fulfilled and there are no defenses or setoffs against the enforcement of the
Lease by Landlord.
3. Landlord and Tenant acknowledge pursuant to Section III of the Lease that the
following items remain to be completed or corrected, which items Landlord agrees to accomplish
within a reasonable time subsequent to the Commencement Date (if none, so state):
IN WITNESS WHEREOF, the parties hereto have duly executed and sealed this
Agreement as of the date and year first above stated.
LANDLORD:
Title:
By:
Attest:
Title:
[SEAL]
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-.
.
, .
TENANT:
a
By:
Attest:
E:\wayneIContracts and Agreements\500 Bldg LEASEv4 redline January 16.doc
Title:
Title:
[SEAL]
EXHIBIT D
WORK LETTER AGREEMENT
This Work Letter Agreement (hereinafter referred to as this "Agreement") is made this
13th day of February, 2002, between MAD, Inc., a Georgia Corporation (hereinafter referred to
as "Landlord"), and Augusta Georgia (hereinafter referred to as "Tenant").
WIT N E SSE T H T HAT:
WHEREAS, the undersigned Landlord and Tenant have executed, sealed, and delivered a
certain Lease Agreement (hereinafter referred to as the "Lease") to which this Agreement is
attached, and into which this Agreement is fully incorporated by reference, as Exhibit D;
WHEREAS, the Lease provides for the leasing of space (the "Premises") within 501
Greene St. (hereinafter referred to as the "Building");
WHEREAS, terms which are defined in the Lease when used herein shall have the same
meanings ascribed thereto as set forth in the Lease; and
WHEREAS, Landlord and Tenant desire to set forth herein their respective agreements
regarding the improvement of the Premises.
NOW, THEREFORE, in consideration of the foregoing recitals, the execution and
delivery of the Lease by the parties hereto, the mutual covenants contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant, intending to be legally bound, hereby agree as follows:
Section 1. Tenant Improvements.
Section 1.01. Tenant Improvements.
The term "Tenant Improvements" shall mean all improvements constructed or installed in
or on the Premises in accordance with the Drawings and Specifications, as hereinafter defined.
Section 1.02. Base Building Condition.
The term "Base Building Condition" shall mean the condition of the Premises on the date
of the Lease, which condition Tenant hereby accepts "AS IS." Tenant acknowledges that the
Premises were previously improved for occupancy by others. All improvements existing on the
date of this Lease shall be left in place by Landlord and shall be available for reuse or shall be
demolished by Landlord, at Tenant's expense, in accordance with the plans for the Tenant
Improvements as approved by Landlord.
Section 2. Drawin2s and Specifications.
Section 2.01. Definition.
The term "Drawings and Specifications" shall mean the final drawings,
specifications, and finish schedules for the Tenant Improvements which are included in this
document as Exhibit A.
Tenant shall be deemed to have given final approval to the Drawings and Specifications
and Landlord shall be deemed to have been authorized to proceed, through Landlord's
Contractor, with the work of constructing and installing the Tenant Improvements in
accordance with the Drawings and Specifications.
Section 3. Payment of Costs.
Section 3.01. Tenant's Costs.
Tenant shall pay to Landlord, the following:
(a) The cost (including fees for architects, engineers, interior designers and other
professionals) of preparing and finalizing all drawings and specifications as set forth in
Sections 2.01; and
(c) The cost of making any and all changes in and to the Drawings and Specifications
and any and all increased costs in the Tenant Improvement Costs, including construction
management fees, resulting therefrom.
The aggregate of all costs described above in subsections (a) through (c) of this Section 3.01 are
hereinafter referred to collectively as "Tenant's Costs."
Section 3.02. Payment Schedule for Tenant's Costs.
Tenant shall pay to Landlord the Tenant's Costs as follows:
(a) Fifty percent (50%) of the amount of Tenant's Costs then known to Landlord and
Tenant shall be paid prior to the commencement of any work of constructing and installing
the Tenant Improvements;
(b) Forty percent (40%) of the amount of Tenant's Costs then known to Landlord and
Tenant shall be paid within thirty (30) days after the commencement of the work of
constructing and installing the Tenant Improvements; and
(c) The balance of Tenant's Costs shall be paid immediately upon Landlord's
notification to Tenant that the work of constructing and installing the Tenant
Improvements has been substantially completed.
Section 3.03. Changes in Drawings and Specifications.
If at any time after the Tenant Improvement Costs are determined Tenant desires to make
changes in the Drawings and Specifications, Tenant shall submit to Landlord for approval
working drawings and specifications for any and all such desired changes. The process of
finalizing and approving such drawings and specifications shall be in the same manner as set forth
in Section 2 above. Once any and all changes and modifications are approved, Landlord shall
promptly submit the same to Landlord's Contractor for pricing. The procedure for determining an
approved cost for such changes shall be as set forth in Section 2 above. Once a cost for such
changes has been approved, all references in this Agreement to "Drawings and Specifications"
shall be to the Drawings and Specifications adopted pursuant to the procedures of Section 2
above, as changed and modified pursuant to this Section 3.05, and all references to "Tenant
Improvement Costs" shall be deemed to include the aggregate approved cost for the changes as
determined in this Section 3.03. Once the changes and the costs therefor have been approved,
Tenant shall be deemed to have given full authorization to Landlord to proceed with the work of
constructing and installing the Tenant Improvements in accordance with the Drawings and
Specifications, as changed and modified. Landlord shall have the optional right to require Tenant
to pay in one lump sum to Landlord, in advance of commencement of work, any and all increases
in the Tenant Improvement Costs which result from approved changes to the Drawings and
Specifications.
Section 3.05. Failure to Pay Tenant's Costs.
Failure by Tenant to pay Tenant's Costs in accordance with this Section 3 will constitute a
failure by Tenant to pay rent when due under the Lease and shall therefor constitute a Default by
Tenant under the Lease, and Landlord shall have all of the remedies available to it under the Lease
and at law or in equity for nonpayment of rent.
Section 3.06. Finish Work in Addition to Tenant Improvements.
All work in or about the Premises which is not within the scope of the work necessary to
construct and install the Tenant Improvements, such as delivering and installing furniture,
E:\wayne\Contracts and Agreements\500 Bldg LEASE.doc
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telephone equipment, wiring, and office equipment, shall be furnished and installed by Tenant
entirely at Tenant's expense. Tenant shall adopt a schedule for performing such additional work
consistent with the schedule of Landlord's Contractor and shall see that such work is conducted in
such a manner as to maintain harmonious labor relations and as not to interfere unreasonably with
or to delay the work of constructing or installing the Tenant Improvements. Tenant agrees
further that such additional work shall be conducted and accomplished so as not to interfere with
Landlord's ability to obtain a certificate of occupancy for the Premises, and the costs associated
with curing or correcting such interference, if any, shall be part of Tenant's Costs. Landlord shall
give access and entry to the Premises to Tenant and its contract parties performing such additional
work and reasonable opportunity and time to enable Tenant and such contract parties to perform
and complete such work. All of such additional work and Tenant's use (and the use by its
contract parties) of the Premises for such purposes shall be entirely in accordance with the Lease,
including without limitation this Agreement.
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3
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Ir
IN WTINESS WHEREOF, the parties have duly executed and sealed this Agreement as of the date and
year fIrst above stated.
LANDLORD:
By:
Title:
rfAttest:
Title:
~
If ~b&/d(U./f-
[SEAL]
TENANT:
~"' S+ec , ~_~
a' . '(41 ~;"'k <v,.~ ~ \ -tC.
(
Title: /f1~
Attest: 4k~
~k
~y:
Title:
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EXHIBIT E
ADDITIONAL PROVISIONS
None
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