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EXHIBIT 10.18
SUBLEASE
1. PARTIES
This Sublease, dated August 9, 1996, is made between Omni Insurance
Company ("Sublessor") and Suburban Lodges of America, Inc. ("Sublessee").
2. MASTER LEASE
Sublessor is the lessee under a written lease dated August 21, 1991,
leased to Sublessor the real property located in the County of Xxxx,
State of Georgia, described as approximately 22,975 rentable square feet
at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 ("Master Premises").
Said lease has been amended by the following amendments: First
Amendment, dated July 1, 1994 and Second Amendment dated November 4,
1994. Master Lease and the First and Second Amendments are attached
hereto as Exhibit "A".
3. PREMISES
Sublessor hereby subleases to Sublessee on the terms and conditions set
forth in this Sublease the following portion of the Master Premises
("Premises"): 0000 Xxxxxxxx Xxxxxx Feet on the 8th floor of 0000
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, as outlined in "red" and
attached hereto as Exhibit "B".
4. WARRANTY BY SUBLESSOR
Sublessor warrants and represents to Sublessee that the Master Lease has
not been amended or modified except as expressly set forth herein, that
Sublessor is not now, and as of the commencement of the Term hereof will
not be, in default or breach of any of the provisions of the Master
Lease, and that Sublessor has no knowledge of any claim by Lessor that
Sublessor is in default or breach of any of the provisions of the Master
Lease.
5. TERM
The term of this Sublease shall commence the later of October 1, 1996 or
forty-five (45) days following delivery to Sublessee of a fully executed
Sublease including Lessor's Consent ("Commencement Date"), and end on
August 31, 2000 ("Termination Date"). Sublessor and Sublessee shall
execute a memorandum setting forth the actual date of commencement of the
Term. Possession of the Premises ("Possession") shall be delivered to
Sublessee upon receipt of Lessor's written consent. Notwithstanding the
foregoing, if Sublessor has not delivered Possession to Sublessee by
September 7, 1996, then at any time thereafter and before deliver of
Possession, Sublessee may, but does not have the obligation to, give
written notice to Sublessor of Sublessee's intention to cancel this
Sublease. Said notice shall set forth an effective date for such
cancellation which shall be at least five (5) days after delivery of said
notice to Sublessor. If Sublessor delivers Possession to Sublessee on or
before such effective date, this Sublease shall remain in full force and
effect. If Sublessor fails to deliver Possession to Sublessee on or
before such effective date, this Sublease shall be canceled, in which
case all minimum rent previously paid by Sublessee to Sublessor on
account of this Sublease shall be returned to Sublessee, this Sublease
shall thereafter be of no further force or effect, and Sublessor shall
have not further liability to Sublessee on account of such delay or
cancellation. If Sublessor permits Sublessee to take Possession prior to
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commencement of the Term, such early Possession shall not advance
Termination Date and shall be subject to the provisions of this Sublease,
except that the obligation to pay rent shall begin on the Commencement
Date.
6. RENT
6.1 MINIMUM RENT
Sublessee shall pay to Sublessor as minimum rent, without
deduction, set off, notice, or demand, at Omni Insurance Company,
Suite 1000, 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 or at such
other place as Sublessor shall designate from time to time by
notice to Sublessee. Such rent shall be due and payable in advance
on the first day of each month of the Term.
The following monthly minimum rent schedule shall apply:
10/1/96 - 8/31/97 $ 8,852.75
9/1/97 - 3/31/98 $11,300.63
4/1/98 - 8/31/98 $11,623.50
9/1/98 - 8/31/99 $11,946.38
9/1/99 - 8/3/00 $12,269.25
Sublessee shall pay to Sublessor upon execution of this Sublease
the sum of eight thousand eight hundred fifty-two and 75/100
dollars ($8,852.75) as rent for the first month. If the Term
begins or ends on a day other than the first or last day of a
month, the rent for the partial month shall be prorated on a per
diem basis.
6.2 OPERATING COSTS. In accordance with the Master Lease,
Sublessee shall reimburse Sublessor for all increases in the
expenses of operating the building and/or project above the actual
pro-rata costs for operating the building for calendar year 1996.
Such additional rent shall be payable as and when Operating Costs
are payable by Sublessor to Lessor. If the Master Lease provides
for the payment by Sublessor for Operating Costs on the basis of an
estimate thereof, then as and when adjustments between estimated and
actual Operating Costs are made under the Master Lease, the
obligations of Sublessor and Sublessee hereunder shall be adjusted
in a like manner; and if any such adjustment shall occur after the
expiration or earlier termination of the Term, then the obligations
of Sublessor and Sublessee under this Subsection 6.2 shall survive
such expiration or termination. Sublessor shall, upon request by
Sublessee, furnish Sublessee with copies of all statements submitted
by Lessor of actual or estimated Operating Costs during the Term.
7. SECURITY DEPOSIT
[Intentionally deleted]
8. USE OF PREMISES
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The Premises shall be used and occupied only for general administrative
and office purposes and for no other use or purpose.
9. ASSIGNMENT AND SUBLETTING
Sublessee shall not assign this Sublease or further sublet all or any
part of the Premises without the prior written consent of Sublessor, such
consent shall not be unreasonably be withheld or delayed (and the consent
of Lessor, if such is required under the terms of the Master Lease).
Notwithstanding the aforementioned, Sublessee may sublease all or a
portion of the premises without Sublessor's prior written consent to any
of Sublessee's affiliates, subsidiaries or company in which Sublessee has
a controlling interest, however, in the event of any sublease to an
affiliate, subsidiary or company in which Sublessee has a controlling
interest, Sublessee will remain fully liable for the full and complete
performance of Sublessee's obligations hereunder.
10. OTHER PROVISIONS OF SUBLEASE
All applicable terms and conditions of the Master Lease are incorporated
into and made a part of this Sublease as if Sublessor were the lessor
thereunder, Sublessee the lessee thereunder, and the Premises the Master
Premises. Sublessee assumes and agrees to perform the lessee's
obligations under the Master Lease during the Term to the extent that
such obligations are applicable to the Premises, except that the
obligation to pay rent to Lessor under the Master Lease shall be
considered performed by Sublessee to the extent and in the amount rent is
paid to Sublessor in accordance with Section 6 of this Sublease.
Sublessee and Sublessor shall not commit or suffer any act or omission
that will violate any of the provisions of the Master Lease. Sublessor
shall exercise due diligence in attempting to cause Lessor to perform its
obligations under the Master Lease for the benefit of Sublessee. If the
Master Lease terminates, this Sublease shall terminate and the parties
shall be relieved of any further liability or obligation under this
Sublease, provided however, that if the Master Lease terminates as a
result of a default or breach by Sublessor or Sublessee under this
Sublease and/or the Master Lease, then the defaulting party shall be
liable to the non-defaulting party for all damage suffered as a result of
such termination. Notwithstanding the foregoing. If the Master Lease
given Sublessor any right to terminate the Master Lease in the event of
the partial or total damage, destruction, or condemnation of the Master
Premises or the building or project of which the Master Premises are a
part, the exercise of such right by Sublessor shall not constitute a
default or breach hereunder. If Sublessor exercises its option to renew
the premises, Sublessee shall have the automatic right/option to extend
the term of the sublease for two (2) thirty (30) day periods with written
notice to Sublessor no later than May 31, 2000. The minimum rent shall
be in an amount equal to the rent payable by the Sublessor in accordance
with the Sublessor's negotiated renewal terms.
11. BROKER
Sublessor and Sublessee warrant and represent that they have dealt with
no real estate broker in connection with this Sublease other than
COLLIERS XXXXXX & CO. ("Broker") and Xxxx Xxxx Properties, Inc.
("Co-Broker"), and that no other broker is entitled to any commission on
account of this Sublease. Pursuant to Georgia Real Estate Commission
Regulation 520-1-.08, in this transaction, COLLIERS XXXXXX & CO. and
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Company as broker represents the Sublessor, and Xxxx Xxxx Properties,
Inc. as co-broker represents the Sublessor, and Xxxx Xxxx Properties,
Inc. as co-broker represents Sublessee. Both Broker and Co-broker shall
receive their compensation from the Sublessor in accordance with Sublease
Listing Agreement dated January 11, 1996, by and between Colliers Xxxxxx
& Co. (Broker) and Omni Insurance Company (Sublessor).
12. ATTORNEYS' FEES
If Sublessor, Sublessee, or Broker shall commence an action against the
other arising out of or in connection with this Sublease, the prevailing
party shall be entitled to recover its costs of suit and reasonable
attorney's fees.
13. TENANT IMPROVEMENTS
Improvements to the Sublease premises are subject to the prior written
approval of the Lessor. Sublessee shall improve the premises per the
plans attached as Exhibit "B" of this sublease, or as subsequently
modified and approved by Lessor. In consideration for such improvements
being completed, Sublessor shall contribute sixty-one thousand dollars
($61,000.00) to the Sublessee immediately upon presentation of bona-fide
invoice for such improvements.
14. SUBLESSEE'S DEFAULT
Sublessor shall provide sublessee ten (10) days prior written notice to
cure any monetary default. Sublessor shall provide sublessee thirty (30)
days written notice to cure any nonmonetary default, plus any additional
time as is reasonably necessary in the event such nonmonetary default is
incapable of being cured in thirty (30) days.
15. CONSENT BY LESSOR
THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY
LESSOR WITHIN SIXTY (60) DAYS AFTER EXECUTION HEREOF, IF SUCH CONSENT IS
REQUIRED UNDER THE TERMS OF THE MASTER LEASE; WHICH CONSENT SHALL APPROVE
CERTAIN CONDITIONS MADE BY SUBLESSEE.
Date: August 8, 1996 Date: August 9, 1996
SUBLESSEE: Suburban Lodges of America, Inc. SUBLESSOR: Omni Insurance Company
By: /s/ By: /s/
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Title: President Title: Senior Vice President
By: /s/ By:
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Title: Title:
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