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EXHIBIT 10.21(a)
AGREEMENT OF LEASE
BETWEEN
34 PEACHTREE ASSOCIATES, L.P., LANDLORD
AND
INTERLAND, INC., TENANT.
PREMISES:
Xxx Xxxx Xxxxx
00 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
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INDEX
PREMISES..........................................................................................................1
TERM..............................................................................................................1
FAILURE TO GIVE POSSESSION........................................................................................1
BASE RENT.........................................................................................................1
IMPROVEMENTS BY LANDLORD..........................................................................................2
ELECTRICITY USED WITHIN THE PREMISES..............................................................................2
USE...............................................................................................................2
RELOCATION AND TERMINATION........................................................................................3
REPAIRS TO PREMISES AND REMOVAL OF TENANT'S IMPROVEMENTS AND ALTERATIONS..........................................3
SERVICES-ELEVATOR, HEAT AND AIR-CONDITIONING, WATER AND CLEANING..................................................4
TENANT RISK.......................................................................................................5
DESTRUCTION OR DAMAGE TO PREMISES.................................................................................5
SUBORDINATION AND ATTORNMENT......................................................................................6
RULES AND REGULATIONS.............................................................................................7
FLOOR LOAD........................................................................................................7
BANKRUPTCY........................................................................................................7
DEFAULT...........................................................................................................7
ASSIGNMENT AND SUBLETTING...................................................................................... ..9
RIGHT OF ENTRY...................................................................................................10
EMINENT DOMAIN...................................................................................................11
QUIET ENJOYMENT..................................................................................................11
INDEMNITY AND HOLD HARMLESS......................................................................................11
TENANTS FIRE AND EXTENDED COVERAGE INSURANCE AND WAIVER OF SUBROGATION THEREUNDER................................11
REMEDIES.........................................................................................................12
CUMULATIVE HOLDING OVER..........................................................................................12
NO WAIVER OR CHANGES.............................................................................................13
MARGINAL NOTATIONS...............................................................................................13
NOTICE...........................................................................................................13
CHANGE OF NAME...................................................................................................13
APPLICABLE LAWS AND USUFRUCT.....................................................................................13
HEIRS AND ASSIGNS................................................................................................14
ENTIRE AGREEMENT AND OTHER AGREEMENTS............................................................................14
LEGAL CONSTRUCTION...............................................................................................14
BROKER...........................................................................................................14
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SECURITY.........................................................................................................15
ATTORNEY'S FEES..................................................................................................15
PARTNERSHIP TENANT...............................................................................................15
SPECIAL STIPULATIONS.............................................................................................16
RULES AND REGULATIONS............................................................................................19
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LEASE
THIS LEASE AGREEMENT made on the 19th day of November, 1997, between
34 PEACHTREE ASSOCIATES, L.P., C/O COMPASS Management and Leasing, Inc., 00
Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 and INTERLAND, INC.
("Tenant"), whose mailing addressing is 00 Xxxxxxxxx Xxxxxx, X.X., Xxxxx 0000,
Xxxxxxx, Xxxxxxx 00000.
PREMISES
1. Landlord leases to Tenant and Tenant leases and rents from
Landlord the ("Premises") shown and identified on the floor plan
attached hereto as Exhibit "A" and made a part hereof, located on the
14th floor(s) in the One Park Tower Building ("Building") located at 00
Xxxxxxxxx Xxxxxx, X.X. in Atlanta (Xxxxxx County), Georgia consisting
of approximately 5,011 rentable square feet. No easement for light and
air is granted.
TERM
2.A. The term ("Term") of this Lease shall begin ("Commencement Date")
on January 1, 1998 and shall end at 12:00 midnight on February 28,
2009, both dates inclusive (subject to Paragraph 2.B.) unless sooner
terminated as provided herein ("Expiration Date").
FAILURE
TO GIVE
POSSESSION
B. If the Premises should not be ready for occupancy by the
specified Commencement Date for any reason (a) this Lease shall be void
or voidable by only Tenant, and Tenant shall be entitled to a full
refund for all amounts paid to Landlord within 30 days of the specified
Commencement Date by Landlord shall not be liable to Tenant for any
loss or damage resulting therefrom, and (b) the Term shall not commence
on the date set forth in Paragraph 2.A but shall instead commence on a
date fixed by Landlord in a notice to Tenant not sooner than five (5)
days next following the date of giving such notice which notice shall
state that Landlord has on or prior to the Commencement Date fixed in
such notice substantially completed Landlord's Initial Construction (as
hereinafter defined). If such delay should occur, rentals hereunder
(except any charge for Tenant Delay under Exhibit "B" hereto) shall not
begin until the actual Commencement Date.
BASE RENT
3.A. Tenant agrees to pay Landlord, at such place as Landlord may
designate, without demand, deduction or setoff:
(a) Rental of Sixty One Thousand One Hundred Thirty Four &
20/100 Dollars ($61,134.20) per year ("Base Rent"), payable in
equal monthly installments of Five Thousand Ninety Four &
52/100 Dollars ($5,094.52), in advance on the first day of
each calendar month during the Term;
(b) Adjustments to Base Rent as provided in Paragraph 38.D;
and
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(c) Any sales, privilege, or rental tax now or hereafter
required by any governmental body on all Base Rent and
additional Rent amounts (as hereinafter defined) due from
Tenant to Landlord; and
(d) Simultaneously with the execution of this Lease by Tenant,
Tenant shall pay Landlord the first month's rental due under
paragraph 3.A.(a) hereinabove, and the Security Deposit (as
hereinafter defined), if any.
B. Tenant agrees that any adjustments to Base Rent under Paragraph
5, and all other sums due Landlord from Tenant hereunder shall be
considered additional rental ("Additional Rent") from Tenant and shall
entitle Landlord to all remedies provided for herein or at law or
equity because of Tenant's failure to pay rent.
IMPROVEMENTS
BY LANDLORD
4. Landlord agrees to perform work and make installations in
Premises as set forth in Exhibit "B" attached hereto and made a part
hereof. Such work and installations are referred to as Landlord's
Initial Construction". All of the provisions of Exhibit "B" are
incorporated herein by reference and shall be considered a part hereof.
ELECTRICITY
USED WITHIN THE
PREMISES
6. The Base Rent does include electricity for lights and outlets
used by Tenant within Premises, provided, that Landlord may submeter
Tenant's electrical usage and Tenant shall pay as Additional Rental on
a monthly basis any amounts in excess of $.0625 per rentable square
foot of electrical utility charges associated with Tenant's electrical
usage. Such costs shall be billed to Tenant at Landlord's actual per
KWH rate from Landlord's electrical utility provider. Tenant shall not,
without the prior consent of Landlord, use or connect any electrical
equipment or make excessive use of electrical wiring in the Building or
interfere with the electrical use or reasonable electrical requirements
of Landlord and other tenants in the Building. Landlord shall not be
responsible in any way for any interruption, curtailment or failure or
defect in the supply of electricity furnished to Premises by reason of
any requirement, act or omission of any public utility company, or for
any other reason.
USE
7. Premises shall be used for offices and for no other purpose.
Premises shall not be used for retail sales (unless specified to the
contrary) or for any illegal purposes or in violation of any regulation
of any governmental body, or in any manner to create any nuisance or
trespass, or to vitiate any insurance or increase the rate of insurance
on Premises or the building. Tenant agrees to comply with all
governmental rules, regulations, decrees or requirements applicable to
the use and occupancy of Premises. Tenant shall not do or permit
anything to be done in or about Premises which will obstruct or
interfere with the rights of other tenants in the Building. If Tenant
receives notice of any claim of violation of any law, rule or
regulation applicable to Premises, Tenant shall give prompt notice
thereof to Landlord. In case of breach of any of the
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covenants contained in this Paragraph, Landlord may, in addition to all
other remedies available to the Landlord under the Lease, elect to
terminate this Lease by giving Tenant sixty (60) days written notice to
vacate.
RELOCATION AND *SEE SPECIAL STIPULATION, PARAGRAPH 38.1.
TERMINATION
REPAIRS TO PREMISES
AND REMOVAL OF
TENANT'S IMPROVEMENTS
9.A. Tenant accepts Premises in their present "as is" condition
(subject to completion of the improvements required by Exhibit "B", if
any). Tenant will, at Tenant's sole expense, take good care of Premises
and the fixtures, equipment and appurtenances therein, and will suffer
no active or permissive waster or injury thereof. Tenant agrees, at
Tenant's expense, but under the direction of Landlord, to promptly
repair (making replacements where necessary) any injury or damage to
Premises and to the fixtures, equipment and appurtenances therein, and
any injury or damage to the Building caused by Tenant, Tenant's
employees, or by persons permitted on Premises by Tenant, or by Tenant
moving in or out of Premises; all such repairs and replacements shall
be of a quality equal to original installations. If Tenant fails to
make such repairs or replacements promptly, Landlord may, at its
options, make repairs or replacements, and Tenant shall repay the cost
thereof to Landlord on demand. Landlord shall not be required to make
any improvements to or repairs of any kind or character on the Premises
during the Term, except as expressly provided herein. Landlord shall
repair the Building plumbing, heating, ventilating or air-conditioning
and electrical systems and shall make structural and mechanical repairs
within the Premises arising from ordinary wear and tear or through
causes over which Tenant has no control, except as otherwise provided
in this Lease. Except as provided in Paragraph 12 hereof, there shall
be no allowance, abatement or apportionment of rent payable by Tenant
and no liability on the part of Landlord by reason of inconvenience,
annoyance or injury to business arising from the making of any repairs,
alterations, decorations, additions or improvements in or to any
portion of the Building or Premises, or in or to fixtures,
appurtenances or equipment, and no liability upon Landlord for failure
to make any repairs, alterations, decorations, additions or
improvements in or to any portion of the Building, or the premises, or
in or to fixtures, appurtenances or equipment, or by reason of the act
or neglect of Tenant or any other Tenant or occupant of the Building.
B. Tenant will not, without Landlord's written consent, which
consent will not be unreasonably withheld or delayed, make any
alterations or improvements in or about Premises. Tenant shall be
required to obtain all appropriate governmental permits and approvals
at Tenant's expense prior to beginning any such work in Premises. All
alterations, additions or improvements (including, but not limited to,
carpets, drapes and drapery hardware) made or installed by Tenant or by
the Landlord for Tenant's benefit to the Premises shall become the
property of Landlord at the Expiration Date. Landlord reserves the
right, however, to require, Tenant, at Tenant's expense: (x) to remove
any improvements or additions made to the Premises by Tenant, or
non-standard
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improvements made by Landlord for Tenant's benefit, at the Expiration
Date: and (y) to repair all injury done by or in connection with
installation or removal of said improvements or additions less ordinary
wear and tear. On notice by Landlord, Tenant further agrees to do so
prior to the Expiration Date, or within thirty (30) days after notice
from Landlord, whichever shall be later, provided that Landlord gives
such notice no later than sixty (60) days after the Expiration Date.
C. No later than the Expiration Date, Tenant will remove all
Tenant's personal property and Tenant shall repair all injury done by
or in connection with the installation or removal of said property and
surrender Premises (together with all keys to Premises) in as good a
condition as they were at the beginning of the Term, reasonable wear
and tear excepted. All property of Tenant remaining on Premises after
the expiration Date shall be deemed conclusively abandoned and may, at
the election of Landlord, either be retained as Landlord's property or
be removed by Landlord, and Tenant shall reimburse Landlord for the
cost of removing the same, subject however, to Landlord's right to
require Tenant to remove any improvements or additions made to premises
by Tenant pursuant to the preceding sub-paragraph.
D. In doing work of any nature in, to or about Premises, Tenant will
use only contractor or workmen approved by Landlord. Tenant shall
remove or appropriately bond any lien for material or labor claimed to
be furnished to Premises on Tenant's or any sub-tenant's behalf within
three (3) business days of its filing.
SERVICES-ELEVATOR,
HEAT AND
AIR-CONDITIONING,
WATER AND CLEANING
10.A. Landlord shall furnish the following services without charge, at
the proper season, during the work day hours specified below on normal
business days, except New Year's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, Christmas Day and Election Date in
presidential elections years:
(a) Automatic elevator service in common with other tenants
shall be provided on Mondays through Fridays from 7:30 A.M. to
6:00 P.M. and on Saturdays, from 7:30 A.M. to 1:00 P.M., and
one elevator shall be available at all other times.
(b) Heat, air conditioning and ventilation when, in the
judgment of Landlord, it may be required for comfortable
occupancy of the Premises shall be furnished during the work
day hours of 8:00 A.M. to 6:00 P.M. on Mondays through
Fridays, and from 8:00 A.M. to 1:00 P.M. on Saturdays;
(c) Water for lavatory purposes;
(d) Common use restrooms;
(e) Nightly cleaning and janitorial service for office areas
in accordance with usual standards for offices, provided same
are kept reasonably in order by Tenant. Services under items
(a) and (b) for periods other than periods prescribed above
will be made available by Landlord for the benefit of Tenant
provided Tenant has given Landlord written notice at least 24
hours in advance. Tenant shall pay on demand as Additional
Rent Landlord's standard charge for such additional
services(s), and for the cost of removal of Tenant's refuse
and rubbish to the extend that the same
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exceeds the refuse and rubbish usually attendant upon the use
of demised premises exclusively as offices. If the premises or
any part thereof are not used exclusively as offices, same
shall be kept clean and in order by Tenant, at Tenant's
expense, and to the satisfaction of Landlord, and by persons
approved by Landlord.
B. Landlord shall in no way be liable for cessation of any of the
services of this Paragraph 10 caused by strike, lock-outs, labor
disputes, labor troubles, inability to procure materials, failure of
power, fuel shortages, restrictive governmental laws or regulations,
riots, insurrection, was, injunction, court order, act of God,
accident, breakdown, or other reason of like nature beyond the
Landlord's control, nor shall Landlord be liable for damages from the
stopping of elevators or elevator service, or any of the fixtures or
equipment in the Building being out of repair, or for injury to person
or property, caused by any defects in the electrical equipment,
heating, ventilating and air conditioning systems, elevators or water
apparatus, or for any damages arising out of failure to furnish the
services enumerated in this Paragraph 10. Cessation of any of the
services of this Paragraph 10 shall not be considered to be an eviction
or disturbance of Tenant's use of Premises, shall not entitle Tenant to
any apportionment, abatement or set-off or rent payable by Tenant, not
shall this Lease or any of the provisions hereof be deemed invalidated
by such cessation.
C. Landlord's obligation to furnish light, heat and power shall be
conditioned upon the availability of adequate energy sources. Landlord
shall have the right to reduce services provided within the Building as
required by any mandatory or voluntary fuel or energy savings,
allocation or similar statute, regulation, order or program.
TENANT RISK
11. Tenant agrees that all personal property brought into the
Premises by Tenant, its employees, licensees and invitees shall be at
the sole risk of Tenant. Landlord shall not be liable for theft thereof
or of any money deposited therein or for any damages thereto; such
theft or damage being the sole responsibility of Tenant.
DESTRUCTION OR
DAMAGE TO PREMISES
12.A. If the Premises shall be partially damaged by fire or other
casualty without fault or neglect of Tenant, and Tenant shall give
prompt notice thereof to Landlord, the damages shall be repaired by and
at the expense of Landlord, and the Base Rent until such repair shall
be made shall be reduced in the proportion which the area of the part
of the Premises which is not usable by Tenant bears to the total area
of the Premises. Landlord shall have no obligation to repair any damage
to, or replace, any fixtures, furniture, furnishings, equipment or
other property or effects of Tenant.
B. Anything in subsection A of this Paragraph 12 to the contrary
notwithstanding, if the Premises are totally damaged or rendered wholly
untenantable, and if Landlord shall decide not to restore the Premises,
or if the Building shall be so damaged by fire or other casualty, that,
in Landlord's opinion, substantial alteration, demolition or
reconstruction of the Building shall be required (whether or not
Premises shall have been damaged or rendered untenantable), then in any
of such events, Landlord, at Landlord's option, may, not later than
ninety (90) days following the damage, give Tenant a notice in writing
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terminating this Lease. If Landlord elects to terminate this Lease, the
Term shall expire upon the tenth (10th) day after such notice is given,
and Tenant shall vacate the Premises and surrender the same to
Landlord. If Tenant shall not be in default under this Lease, then upon
the termination of this Lease under the conditions proved for in the
next preceding sentence, Tenant's liability for rent shall cease as of
the day following such damage.
C. In no event shall rent xxxxx if the damage or destruction of the
Premises, whether total or partial, is the result of the negligence of
Tenant, its agents, or employees.
D. Landlord shall have no liability under any circumstances for any
business losses of Tenant, or for any losses to Tenant's personal
property or fixtures caused by any casualty occurrence as contemplated
in this Paragraph 12. No damages shall accrue to Tenant, nor shall any
termination privilege become operable against Landlord for delays,
including but not limited to, adjustments or any insurance claims by
Landlord.
SUBORDINATION,
ATTORNMENT
AND MODIFICATION
13.A. This Lease is and shall continue to be subject and subordinate to
any ground or underlying lease(s) and to any first lien mortgage or
deed to secure debt which may now or hereafter cover or affect such
lease(s) or the land on which the Building is constructed or the
Building and to all renewals, modifications, consolidations,
replacements and extensions of any such underlying lease(s) mortgages
or deeds to secure debt. This clause shall be self-operative and no
further instrument of subordination shall be required. However, at any
time and from time to time, Tenant shall execute promptly any
certificate in confirmation of such subordination that Landlord may
request.
B. If any such ground or underlying lease(s) or first lien mortgage
or deed to secure debt is terminated or foreclosed, this Lease (at the
option of the lessor under such ground or underlying lease(s) or the
purchaser at such foreclosure sale, as the case may be), shall not
terminate, nor be terminable by Tenant by reason of such termination or
foreclosure, and Tenant shall (if requested) attorn to the lessor under
such ground or underlying lease(s) or the purchaser at such foreclosure
sale.
C. If in connection with obtaining financing for the Building, or of
any ground or underlying lease(s), a recognized institutional lender
shall request reasonable modifications in this Lease as a condition to
such financing, Tenant will not unreasonably withhold, delay or defer
its consent, provided that such modifications do not increase the
obligations of Tenant hereunder or materially adversely affect Tenant's
leasehold interest or Tenant's use and enjoyment of Premises.
D. From time to time, within seven (7) days next following
Landlord's request, Tenant shall deliver to Landlord a written
statement executed and acknowledged by Tenant in form satisfactory to
Landlord, (i) stating that this Lease is in full force and effect and
has not been modified (or if modified, setting forth all
modifications), (ii) setting forth the date to which the Base Rent,
Additional Rent and other charges hereunder have been paid, (iii)
stating whether or not, to the best knowledge of Tenant, Landlord is in
default under this Lease and if Landlord is in default, setting forth
the specified nature of all such defaults, (iv) stating the amount of
Security Deposit deposited by Tenant with Landlord
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as security for Tenant's obligations under this Lease; and (v) as to
any other matters requested by Landlord. Tenant acknowledges that any
statement delivered pursuant to this subsection D may be relied upon by
any purchaser or owner of the Building or the real property, or of
Landlord's interest in the real property or the Building, or by any
mortgagee or holder of a deed to secure debt, or by any assignee of any
mortgagee or holder of a deed to secure debt.
RULES AND
REGULATIONS
14. Tenant will observe and comply with the "Rules and Regulations"
attached hereto as Exhibit "C", and such further reasonable rules and
regulations as Landlord may prescribe on written notice to Tenant as
long as such further rules and regulations are uniformly applied and
enforced to all tenants in the building.
FLOOR LOAD
15. Tenant shall not overload the floors, nor shall Tenant install
any heavy business machines or any safes or heavy equipment of any kind
without prior written consent of Landlord, which, if granted, may be
conditioned upon moving by skilled licensed handlers and installation
and maintenance at Tenant's expense of special reinforcings and
settings adequate to absorb and prevent notice and vibration.
BANKRUPTCY
16. If at any time prior to or during the Term there shall be filed
by or against Tenant in any court pursuant to any State or Federal
statute a petition in bankruptcy or insolvency or for reorganization or
for appointment of a receiver or trustee of all or a portion of
Tenant's property, or if Tenant makes an assignment for the benefit of
creditors, or petitions for or enters into an arrangement, this Lease
may be cancelled and terminated by Landlord and in such event neither
Tenant nor any person claiming through or under Tenant or by virtue of
any statue or of any order of any court shall be entitled to possession
or to remain in possession of the Premises. If the Term has commenced,
Tenant shall forthwith quit and surrender the Premises, and Landlord,
in addition to the other rights and remedies given by Paragraph 17 or
elsewhere in this Lease or by virtue of any statute or rule of law, may
retain as liquidated damages any rent, Security Deposit or monies
received by Landlord from Tenant or others in behalf of Tenant.
DEFAULT
17.A. Upon the occurrence, at any time prior to or during the Term, of
any one or more of the following events ("Events of Default"):
(a) if Tenant shall default in the payment when due of any
installment of Base Rent or in the payment when due or any
Additional Rent after receipt of written notice of default and
Tenant's failure to cure default within four (4) business days
thereafter; or
(b) if Tenant shall default in the observance or performance
of any term, covenant or condition of this Lease on Tenant's
part to be observed or performed (other than the covenants for
the payment of Base Rent and Additional Rent) and Tenant shall
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fail to remedy such default within ten (10) days after notice
by Landlord to Tenant of such default, or if such default is
of such a nature that it cannot be completely remedied within
said ten (10) days and Tenant shall not commence within said
ten (10) days, and shall not thereafter diligently prosecute
to completion, all steps necessary to remedy such default; or
(c) if Tenant shall default in the observance or performance
of any term, covenant or condition on Tenant's part to be
observed or performed under any other lease with Landlord or
Landlord's predecessor in interest of space in the Building
and such default shall continue beyond any grace period set
forth in such other lease for the remedy of such default; or
(d) if the Premises shall become vacant, deserted or abandoned
but not when Tenant continues to pay rent; or
(e) if Tenant's interest in this Lease shall devolve upon or
pass to any person, whether by operation of law or otherwise
except as expressly permitted under Paragraph 18; or
(f) if the Premises are damaged by reason of the negligence or
carelessness of Tenant, its servants, employees, agents,
visitors or licensees, then, upon the occurrence of any such
Events of Default, Landlord, at any time thereafter, at
Landlord's option, may:
(i) Give to Tenant fifteen (15) days notice of
termination of this Lease and, in the event such
notice is given, this Lease and the Term shall come
to an end and expire (whether or not the Term shall
have commenced) upon the expiration of said fifteen
(15) days with the same effect as if the date of
expiration of said fifteen (15) days were the
Expiration Date, but Tenant shall remain liable for
damages a herein provided. Upon such termination by
Landlord, Tenant shall at once surrender possession
of Premises to Landlord and remove all of Tenant's
effects therefrom and Landlord may forthwith re-enter
the Premises and repossess himself thereof, and
remove all persons and effects therefrom, under
process of law.
(ii) Remedy such default for the account and at the
expense of Tenant without thereby waiving such
default.
B. In addition to and not in lieu of Landlord's foregoing rights,
Landlord may, at its option, as Tenant's agent, without termination of
this Lease, enter upon and rent Premises at the best price obtainable
by reasonable effort, with or without advertisement, and by private
negotiations and for any term Landlord deems proper, whereupon Tenant
shall have no right to reenter or occupy Premises. Tenant shall be
liable to Landlord for the deficiency, if any, between all rents
reserved hereunder and the total rental applicable to the term obtained
by Landlord on re-letting after deducting Landlord's expenses in
restoring or altering Premises and all costs incident to such
reletting, including without limitations, reasonable legal fees,
reasonable advertising costs and reasonable brokerage commissions.
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ASSIGNMENT AND
SUBLETTING
18.A. Without the prior written consent of Landlord, tenant shall not
assign this Lease or sub-lease Premises or any part thereof. If Tenant
desires to sublease Premises or any part thereof, Tenant shall give
Landlord written notice of such desire at least fifteen (15) days in
advance of the date of which tenant desires to make such sub-lease.
Said Tenant's notice shall be accompanied by the name of the proposed
sub-tenant, a copy of the proposed sub-lease, and such financial
information relative to the proposed sub-tenant's financial
responsibility as Landlord may reasonably require. Landlord shall have
a period of fifteen (15) days following receipt of such notice and
information to notify Tenant in writing that Landlord elects either
option (i), to cancel and terminate this Lease if the request is to
sub-lease all of Premises; or, option (ii), if the request is to
sub-lease a portion of Premises only (said portion being an entire
floor or floors), to cancel and terminate this Lease with respect to
such portion; or, option (iii), to refuse to consent to Tenant's
sub-leasing such space and continue this Lease in full force and effect
as to the entire Premises; or, option (iv), to consent to the proposed
sublease. Landlord's notice to Tenant, under options (i) and (ii) shall
state an effective date of such cancellation and termination which
shall be not less than sixty (60) days nor more than one hundred-twenty
(120) days from the service of Landlord's notice. In no event should
Landlord consent to any proposed sub-lease if Tenant is then in default
under this Lease. If Landlord should fail to notify Tenant in writing
of the election of options (i) or (ii) within said sixty (60) day
period, Landlord will be considered to have elected option (iv) above
subject to Paragraph 18.C. Any attempted sub-lease by Tenant in
violation of the terms and conditions of this paragraph shall be void.
18.C. Any attempted sub-lease by Tenant in violation of the terms and
conditions of this paragraph shall be void.
B. In the event Landlord shall exercise said option (i) or (ii)
Tenant shall surrender possession of the entire Premises or the portion
which is the subject of the option as the case may be, on the date set
forth in Landlord's notice in accordance with the provisions of this
Lease relating to surrender of Premises on the Expiration Date. If this
Lease shall be cancelled as to a portion of Premises only, the rent
payable by terms under this lease shall be abated proportionately
according to the entire Premises and "Tenant's Proportionate Share"
shall be redefined and Landlord shall issue to Tenant a notice setting
forth the new definition of "Tenant's Proportionate Share." Landlord's
election of option (i) or (ii) shall not affect Tenant's obligation to
pay adjustments to Base Rent for the period prior to the termination
date.
C. In the event that Landlord shall not exercise option (i) or (ii)
within 60 days after the receipt of Tenant's written request, then
Landlord's consent to such request shall not be unreasonably withheld
provided:
(a) the proposed sub-leasing is for purposes not inconsistent
with the manner of use permitted herein and is in keeping with
the then standards of the Building and does not violate any
negative covenants as used in any other lease between Landlord
and other tenants in the Building;
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(b) the proposed sub-tenant is a reputable party of reasonable
financial worth considering the responsibility involved and
Tenant shall provide Landlord with proof thereof satisfactory
to Landlord;
(c) any proposed sub-lease shall contain a provision making
such sub-lease subject to the terms and conditions of this
Lease;
(d) such sub-leasing shall not release Tenant from the due,
prompt, and punctual performance of all the terms, covenants
and conditions contained in this Lease on its part to be
performed or observed and from the payment of the base Rent
and Additional Rent due and to become due under this Lease;
(e) Tenant submits a copy of the proposed sub-lease, executed
by the proposed sub-tenant, to Landlord for its review and
approval prior to execution by Tenant; and
(f) Tenant and the proposed sub-tenant shall execute
Landlord's standard form of consent to said subleasing and
shall pay all of Landlord's processing and reasonable legal
costs incurred in reviewing and approving said proposed
sub-lease.
D. In no event shall any sub-leasing to which Landlord may have
consented release or relieve Tenant from its obligations to fully
perform all of the terms, covenants and conditions of this Lease on its
part to be performed.
E. If Tenant sublets the Premises, Tenant shall deliver to Landlord
an executed duplicate original of the sublease within seven (7) days of
the date of execution and delivery thereof, and shall pay to Landlord a
sum equal to (i) any rent or other consideration paid to Tenant by any
subtenant in excess of the Base Rent then being paid by Tenant to
Landlord pursuant to the terms of this Lease, and (ii) any other profit
or gain realized by tenant from such subletting. The sums payable
hereunder by Tenant shall be paid to Landlord as Additional Rent
immediately upon the receipt thereof by Tenant.
F. Tenant covenants and agrees that in any case where Tenant claims
Landlord is unreasonably withholding its consent, such dispute shall be
determined by arbitration in the City of Atlanta in accordance with the
rules and regulations then in effect of the American Arbitration
Association or its successors. Any such determination shall be final
and binding upon the parties. In no event shall Tenant make any claim
against Landlord for damages resulting from said dispute.
RIGHT
OF
ENTRY
19. Landlord shall have the right to enter into and grant licenses
to enter the Premises at any time for any purpose Landlord may deem
necessary for any installation in or operation of the Building,
including without limitation, the exhibiting or Premises to prospective
purchasers, mortgagees or tenants. In addition, Landlord shall have the
right to take all necessary materials and equipment into Premises and
to store the same within, as necessitated by Landlord's work. Any entry
and activity by the Landlord, as permitted under this Paragraph 19,
shall not entitle Tenant to any rent abatement, shall not constitute an
eviction of Tenant and shall not in any way violate the Lease or any
provision thereof.
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EMINENT
DOMAIN
20. If all or any substantial part of Premises or the land on which
Building stands or any estate therein is taken by virtue of eminent
domain or is conveyed or leased in lieu of such taking, this Lease
shall expire on the date when title shall vest, or the term of such
lease shall commence, and any rent paid for any period beyond said date
shall be repaid to Tenant. Tenant shall not be entitled to any part of
the award or any payment in lieu thereof. Provided, however, that
widening of streets abutting the land on which the Building stands
shall not affect this Lease, provided no part of the Building is so
taken. Tenant shall not be prevented from pursuing any claim for
business damages against the condemning authority, provided Tenant's
claim will not diminish Landlord's award.
QUIET
ENJOYMENT
21. Tenant, on paying the Base Rent and any Additional Rent and
keeping and performing the conditions and covenants herein contained,
shall and may peaceably and quietly enjoy the Premises for the Term
aforesaid, subject, however, to the terms of this Lease and any
underlying leases and mortgages or deed to secure debt, if any.
INDEMNITY AND
HOLD HARMLESS
22. Notwithstanding that joint or concurrent liability may be imposed
upon Landlord by law, Tenant shall indemnify, defend and hold harmless
the Landlord and Premises, at Tenant's expense against: (i) any default
by Tenant or sub-tenant hereunder; (ii) any act of negligence of tenant
or its agents, contractors, employees, invitees or licensees; and (iii)
all claims for damages to persons or property by reason of the use of
occupancy of Premises unless resulting from affirmative acts of
negligence by Landlord or its representatives. Moreover, Landlord shall
not be liable for any damage or injury to Premises, to Tenant's
property, to Tenant, its agents, contractors, employees, invitees or
licensees, arising from any use or condition of Premises, the Building,
or any sidewalk or entranceway serving the Building, or the act of
neglect or other tenants. Any and all claims for any damages referred
to in this Paragraph are hereby waived by Tenant.
TENANTS FIRE AND
EXTENDED COVERAGE
INSURANCE AND WAIVER
OF SUBROGATION
THEREUNDER
23.A. Tenant shall obtain and keep in full force and effect during the
Term a policy of fire and extended coverage insurance insuring Tenant's
trade fixtures, operating equipment, furnishings, improvements and any
other equipment furnished and installed by Tenant in Premises against
loss or damage by fire or other casualty, in an amount equal to not
less than ninety percent (90%) of the full insurable value thereof.
Tenant shall also obtain and keep in full force and effect during the
Term a policy of
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comprehensive general public liability and property damage insurance
with the broad form contractual liability endorsement insuring against
loss of life, bodily injury and/or property damage with respect to the
Premises and the business operated by Tenant in the Premises, in which
the limit of public liability shall be not less than $1,000,000.00 for
combined single limit bodily injury and property damage liability. Each
such policy shall name Tenant as the insured, and Landlord as a
certificate holder, and shall be non-cancelable with respect to
Landlord without thirty (30) days' written notice to Landlord by
certified mail, return receipt requested, which notice shall contain
the policy number and the names of the insured and certificate holder.
A copy of each such policy or a certificate thereof shall be delivered
to Landlord. All insurance required to be carried by Tenant pursuant to
the terms of this Lease shall be effected under valid and enforceable
policies issued by reputable insurers permitted to do business in the
State of Georgia.
B. Landlord hereby waives any and all rights of recovery against Tenant
for or arising out of damage to or destruction of the Premises, or the
Building, from causes then included under standard fire and extended
coverage insurance policies or endorsements, and Landlord covenants and
agrees with Tenant that Landlord will obtain a waiver from the carrier
of Landlord's insurance on the Building releasing such carrier's
subrogation rights against Tenant. Tenant hereby waives any and all
rights or recovery against Landlord for or arising out of damage to or
destruction of any property of Tenant from causes then included under
standard fire and extended coverage insurance policies or endorsements,
and Tenant covenants and agrees with Landlord that Tenant will obtain a
waiver from the carrier of Tenant's insurance on the Premises releasing
such carrier's subrogation rights against Landlord.
REMEDIES
24. The rights given to Landlord herein are in addition to any rights
that may be given to Landlord by any statute or otherwise.
CUMULATIVE
HOLDING OVER
25. If Tenant remains in possession after the Expiration Date,
without Landlord's acquiescence and without any distinct agreement
between the parties, Tenant shall be a tenant at will, and such tenancy
shall be subject to all the provisions hereof, except that the monthly
portion of the base Rent then in effect shall be 150% for the entire
hold-over period and there shall be no renewal of this Lease by
operation of law. Tenant shall also be responsible to Landlord for all
damage which Landlord shall suffer by reason of Tenant remaining in
possession after the Expiration date, and Tenant hereby indemnifies
Landlord against all claims made by any succeeding tenant against
Landlord resulting from delays by Landlord in delivering possession of
Premises to such succeeding tenant. Nothing in this paragraph shall be
construed as a consent by Landlord to the possession of Premises by
Tenant after the Expiration Date.
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NO WAIVER
OR CHANGES
26. The failure of Landlord to seek redress for violation of, or to
insist upon the strict performance of, any covenant or condition of
this Lease, or any of the Rules and Regulations herein or hereafter
adopted by Landlord, shall not prevent a subsequent act or omission,
which would have originally constituted a violation, from having all
the force and effect of an original violation. The receipt by Landlord
of rent with knowledge of the breach of any covenant of this Lease
shall not be deemed a waiver of such breach. No provision of this Lease
shall be deemed to have been waived by Landlord, unless such waiver be
in writing signed by Landlord. No act or thing done by Landlord or
Landlord's agent during the Term shall be deemed an acceptance of a
surrender of the Premises and no agreement to accept such surrender
shall be valid unless in writing signed by Landlord.
MARGINAL
NOTATIONS
27. The marginal notations in this Lease are included for convenience
only and shall not be taken into consideration in any construction or
interpretation of this Lease or any of its provisions.
NOTICE
28.A. Any notice by either party to the other shall be valid only if in
writing and shall be deemed to be duly given only if delivered
personally or sent by registered or certified mail, return receipt
requested, addressed (i) if to tenant, at the Premises or Tenant's
mailing address above, and (ii) to Landlord, at Landlord's address set
forth above, with a copy of Xxxxx X. Xxxxxxx, 000 Xxxxxxxxx Xxxx, X.X.,
Xxxxxxx, Xxxxxxx 00000, or at such other address for either party as
that party may designate by notice to the other; notice shall be deemed
given, if delivered personally, upon delivery thereof, and if mailed,
upon the mailing thereof.
B. Tenant hereby appoints as its agents to receive all dispossessory
or distraint proceedings, the person occupying Premises, and if there
is no person occupying same, then such service may be made by service
upon the registered agent of Tenant: Xxxxxxx X. Xxxxxx, Xxxxx 000, 00
Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx 00000.
CHANGE OF
NAME
29. Landlord shall have the right from time to time to rename the
Building.
APPLICABLE LAWS
AND USUFRUCT
30.A. This Lease shall be construed under the laws of the State of
Georgia.
B. This lease shall create only the relationship of landlord and
tenant between the parties hereto; no estate shall pass out of
Landlord, Tenant has only a usufruct, not subject to levy and sale, and
not assignable by Tenant except with Landlord's consent.
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HEIRS AND ASSIGNS
31. The provisions of this Lease shall inure to the benefit of and be
binding upon Landlord and Tenant, and their respective successors,
heirs, legal representatives and assigns; it being understood that the
term "Landlord", as used in this Lease, means only the owner, or the
lessee for the time being of the land and Building of which Premises
are a part, so that in the event of any sale or sales of said property
or any lease thereof, the Landlord named herein shall be and hereby is
entirely freed and relieved of all covenants and obligations of
Landlord hereunder accruing thereafter, and it shall be deemed without
further agreement that the purchaser, or the lessee, as the case may
be, has assumed and agreed to carry out any and all covenants and
obligations of Landlord hereunder during the period such party has
possession of the land and Building. Neither the shareholders,
directors or officers of Landlord (collectively, the "Parties") shall
be liable to the performance of Landlord's obligations under this
lease. Tenant shall look solely to Landlord to enforce Landlord's
obligations hereunder and shall not seek any damages against any of the
Parties. The liability of Landlord for Landlord's obligations under
this Lease shall not exceed and shall be limited to the value of
Landlord's assets and Tenant shall not look to the property or assets
of any of the Parties in seeking to enforce Landlord's obligations
under this Lease or to satisfy a judgment for Landlord's failure to
perform such obligations. Should the land and the entire Building be
served as to ownership by sale and/or lease, then the owner of the
entire Building or lessee of the entire building has the right to lease
space in the Building to tenants shall be deemed the "Landlord". Tenant
shall be bound to any succeeding landlord for all the terms, covenants
and conditions hereof and shall execute any attornment, agreement not
in conflict herewith at the request of any succeeding landlord.
ENTIRE AGREEMENT
AND OTHER AGREEMENTS
32.A. This Lease contains the entire agreement of the parties hereto
and no representations, inducements, promises or agreements, oral or
otherwise, between the Landlord and Tenant not embodied herein, shall
be of any force or effect.
B. Any agreement hereafter made between Landlord and Tenant shall be
ineffective to modify, release or otherwise affect this Lease, in whole
or in part, unless such agreement is in writing and signed by both
parties.
LEGAL
CONSTRUCTION
33. If any of the provisions of this Lease shall be held to be
invalid, illegal, or unenforceable for any reason, such circumstance
shall not affect any other provision. This Lease shall be construed as
if such invalid, illegal or unenforceable provision had never been
herein.
BROKER
34. Tenant represents that, except for Xxxx Xxxxxxxx & Associates
("Broker"), Tenant has not dealt with any real estate broker, sales
person, or finder in connection with this Lease, and no other real
estate broker initiated or participated in the negotiation of this
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Lease, or showed the Premises to Tenant. Tenant agrees to indemnify and
hold Landlord harmless from and against any liabilities and claims for
commissions and fees arising out of a breach of the foregoing
representation. Landlord shall be responsible for the payment of all
commissions to Broker, and shall pay said leasing commissions pursuant
to the terms of a separate agreement with Broker.
SECURITY
35. Tenant has deposited with Landlord the sum of $5,094.52 ("Deposit")
as security for the performance of tenant's obligations in this Lease,
which sum shall be returned to Tenant, without interest, within thirty
(30) days after the 61st month of occupancy, provided Tenant has fully
performed hereunder. If Tenant defaults in any of the provisions of
this Lease, Landlord may, but shall not be required to, apply all or
part of the Deposit for the payment of any Base Rent or Additional Rent
or for any sum which Landlord may spend or be required to spend because
of Tenant's default, including any damages or deficiency in reletting
of Premises whether such damages or deficiency accrue before or after
summary proceedings or re-entry by Landlord. Landlord shall have the
right to apply any part of the Deposit to cure any default of Tenant
and if Landlord does so, Tenant shall, upon demand, deposit with
Landlord the amount so applied so that Landlord shall have the full
Deposit on hand at all times during the Term. In the event of a sale of
Building or a lease of the Building, subject to this Lease, Landlord
shall be released from all liability for the return of the Deposit and
Tenant shall look to the new landlord for the return of the Deposit.
This provision shall apply to every transfer or assignment made of the
deposit to a new landlord. The Deposit shall not be assigned or
encumbered by Tenant without the written consent of Landlord and such
assignment or encumbrance without Landlord's consent shall be void.
ATTORNEY'S
FEES
36. In the event Tenant defaults in the performance of any of the
provisions of this Lease and Landlord places the enforcement of this
Lease, or any part hereof, or the collection of any rent due, or to
become due hereunder, or recovery of the possession of Premises in the
hands of an attorney, or files suit upon the same, or in the event
Tenant shall make an unsuccessful claim against Landlord for alleged
breach of any provision of this Lease or for any other cause of action
relating to or arising out of this Lease, and Landlord shall incur
legal fees in defense of said claim, Tenant agrees to pay Landlord's
reasonable attorney's fees.
PARTNERSHIP
TENANT
37. If Tenant is a partnership (or is comprised of two (2) or more
persons, individually and as co-partners of a partnership) or if
Tenant's interest in this Lease shall be assigned to a partnership (or
to two (2) or more persons, individually and as co-partners of a
partnership) pursuant to Paragraph 18 (any such partnership and such
persons are referred to in this Paragraph 37 as "Partnership Tenant"),
the following provisions shall apply: (i) the liability of each of the
parties comprising Partnership Tenant shall be joint and
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several, and (ii) each of the parties comprising Partnership Tenant
hereby consents in advance to, and agrees to be bound by, any written
instrument which may hereafter be executed, changing, modifying or
discharging this Lease, in whole or part, or surrendering all or any
part of the Premises to Landlord, and by any notices, demands, requests
or other communications which may hereafter be given by Partnership
Tenant or by any of the parties comprising Partnership Tenant, and
(iii) any bills, statements, notices, demands, requests or other
communications given or rendered to Partnership Tenant and to all such
parties shall be binding upon Partnership Tenant and all such parties,
and (iv) if Partnership Tenant shall admit new partners, all of such
new partners shall by their admission to Partnership Tenant, be deemed
to have assumed performance of all of the terms, covenants and
conditions of this Lease on tenant's part to be observed and performed,
and (v) Partnership Tenant shall give prompt notice to Landlord of the
admission of any such new partners, and upon demand of Landlord, shall
cause each such new partner to execute and deliver to Landlord an
agreement in form satisfactory to Landlord, wherein each new partners h
all assume performance of all the terms, covenants and conditions of
this Lease on tenant's part to be observed and performed (but neither
Landlord's failure to request any such agreement nor the failure of any
such new partner to execute or deliver any such agreement to Landlord
shall vitiate the provision of subdivision (iv) of this Paragraph 37.
SPECIAL
STIPULATIONS
38. The following "Special Stipulations," if in conflict with any of
the provisions of this Lease, shall be deemed to control:
38.A. FREE RENT: Landlord agrees that Tenant may occupy the Premises
free of any rental obligation for the first two (2) months of the Term.
All other terms and conditions shall remain in force and effect during
this two month period. Landlord further agrees to allow Tenant to
occupy the Premises free of any rental obligation from the time, if
any, the contractor receives a certificate of occupancy and the
commencement date of January 1, 1998.
38.B. PREPAID RENT: Tenant agrees to pay in advance an amount of
$15,283.56 which will be used for the rent due for the months three (3)
through five (5).
38.C. TENANT FINISH ALLOWANCE: Landlord agrees to install, at its sole
cost, a finished ceiling. Tenant agrees to pay ten thousand dollars
($10,000.00) to Landlord upon lease execution for tenant finishes.
Landlord agrees to provide Tenant with a turnkey of tenant finishes for
the premises as depicted in the pricing drawings dated 11/18/97 as
drawn by Calsten & Associates, a copy of which is attached hereto as
Exhibit B.
38.D. RENT INCREASE: Landlord and Tenant agree that the base rental
rate will be increased by four percent (4%) annually beginning on March
1, 1999.
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38.E. RIGHT OF FIRST OPTION: Tenant shall have a right of first option
to lease the vacant space on Exhibit A. Should Landlord have a
prospective tenant interested in leasing all or a portion of the vacant
space, Tenant shall be given written notice thereof which shall include
the rental rate and general terms of the offer to Tenant, and tenant
shall have seven (7) days from receipt of notice in which to exercise
its right to lease the premises being offered or to refuse the offer.
If Landlord shall not have received a reply within seven (7) days,
Landlord shall have no further obligation to Tenant regarding said
offer and is to consider the offer refused, and Tenant shall have no
further rights thereafter to vacant space on Exhibit A.
38.F. RENEWAL OPTION: Provided Tenant is not in default under any term
or condition of the Lease, then Tenant will have the right to renew
this Lease for one (1) additional term of ten (10) years. The rental
rate for the renewal period will be determined by the then existing
market conditions but in no event shall it be less than the escalated
rental rate being paid by Tenant at the end of the initial lease term.
This renewal option must be exercised by Tenant no less than 180 days
prior to the expiration of the initial lease.
38.G. SECURITY DEPOSIT RETURN: Provided Tenant is not in default under
any term or condition of the Lease at the beginning of the sixty second
(62nd) month of occupancy, then Landlord agrees to apply the security
deposit as stated in Paragraph 35. Security Deposit to the current
monthly rental obligation. Tenant agrees to pay to Landlord any
difference between the security deposit and current rent obligation in
accordance with Paragraph 3.A. Base Rent.
38.H. LATE PAYMENT OF RENT: Monthly payments due and payable on the
first day of each month as provided in the Lease, which are not in the
possession of Landlord's Agent by the due date, are subject to a
service charge of $50.00 in each instance. Any rental payment not in
the possession of Landlord's Agent by the tenth (10th) day of each
month shall be subject to the additional payment of interest at the
annual rate of ten percent (10%). Such interest shall be computed from
the first day of each month for each unpaid monthly rental installment
until paid in full. Any waiver of the collection of said service charge
or said interest charge shall not prohibit the Landlord from collecting
of such charges at some future date. All waivers of such charges shall
be given by Landlord in writing to be effective.
38.I. RELOCATION AND TERMINATION: Landlord reserves the right, upon
giving ninety (90) days advance written notice to Tenant, to transfer
and remove the Tenant from the Premises to an other available rental
area within the building of equal or greater size, finishes and area
within the Building, at a then equivalent Base Rent to that payable by
Tenant during the Term. Landlord shall bear the actual, reasonable
out-of-pocket expenses of such relocation consisting of: (i) the
expense of moving Tenant; (ii) the reconstruction costs of Tenant
furnished and Landlord furnished improvements; (iii) telephone
relocation, connection and disconnection expenses; (iv) the costs of
relocating and rewiring all computer network systems; (v) all costs of
sending Tenant's customary
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announcements of office relocation to clients and contacts; (vi) all
costs of replacing Tenant's stationary and business cards with the same
type and quality as that currently used by Tenant; (vii) the
administrative costs of notifying various contacts, agencies and other
of office move; and (viii) all other expenses directly related to
Landlord's relocation of Tenant. Upon the ninetieth (90) day after the
exercise of Landlord's election to relocate the Premises, this lease
shall be deemed to have been amended, and the substituted space shall
for all purposes be the demised Premises. Landlord and Tenant shall
cooperate in good faith in effecting such relocation as expeditiously
as possible.
38.J. COMMON AREAS: Landlord agrees to buildout a corridor and elevator
lobby using building standard finishes on the 14th floor at its own
expense. Landlord agrees to complete the corridor and lobby less than
ninety (90) days after the Commencement Date.
This Lease is offered for signature by Tenant and it is understood that the
Lease shall not be binding upon Landlord unless and until Landlord shall have
executed and delivered a fully executed copy of this Lease to Tenant.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, the day
and year first above written.
As to Tenant: TENANT:
Signed, sealed and delivered in
the presence of: INTERLAND, INC.
/s/ /s/ Xxx Xxxxxxxxxx
--------------------------------- ------------------------------
Witness Print Name: Xxx Xxxxxxxxxx
Title: Vice President
/s/
--------------------------------- ------------------------------
Witness Print Name: (SEAL)
Title:
As to Landlord: 34 Peachtree Associates, L.P.
/s/ Xxxxx Xxxxx By: Tower Properties Inc.,
--------------------------------- ------------------------------
Witness It's Sole General Partner
/s/ Xxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Witness Xxxxx X. Xxxxxxx,
President (SEAL)
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RULES AND REGULATIONS
1. The sidewalks, walks, plaza entries, corridors, concourses, ramps,
staircases, escalators and elevators shall not be obstructed or used for any
purpose other than ingress and egress to and from the Premises. No bicycle or
motorcycle shall be brought into the Building or kept on the Premises without
the consent of Landlord.
2. No freight, furniture or bulky matter of any description will be received
into the Building or carried into the elevators except in such a manner, during
such hours and using such elevators and passageways as may be approved by
Landlord, and then only having been scheduled in advance. Any hand trucks,
carryalls, or similar appliances used for the delivery or receipt of merchandise
or equipment shall be equipped with rubber tires, side guards and such other
safeguards as Landlord shall require.
3. Landlord shall have the right to prescribe the weight, position and manner of
installation of safes, files and/or other heavy equipment which shall, if
considered necessary by Landlord, be installed in a manner which shall insure
satisfactory weight distribution. All damage done to the Building by reason of a
safe or any other article of Tenant's of office equipment being on the Premises
shall be repaired at the expense of the Tenant. The time and manner of moving
safes, files and other heavy equipment shall be subject to prior approval by
Landlord.
4. Only persons authorized by Landlord will be permitted to furnish drinking
water, towels, barbering, shoe shining, floor polishing and other similar
services to Tenant, and only at hours and under regulations fixed by Landlord.
5. Tenant, or the employees, agents, servants, visitors or licensees of Tenant
shall not at any time place, leave or discard any rubbish, paper, articles or
objects of any kind whatsoever outside the doors of the Premises or in the
corridors or passageways of the Building. No animals or birds shall be brought
or kept in or about the Building.
6. Landlord shall have the right to prohibit any advertising by Tenant which, in
Landlord's opinion, tends to impair the reputation of the Building or its
desirability for offices, and upon written notice from Landlord, Tenant will
refrain from or discontinue such advertising.
7. Tenant shall not place, cause or allow to be placed any sign or lettering
whatsoever, at, in, about or upon the Premises, except in and at such places as
may be designated by Landlord and consented to by Landlord in writing. All
lettering and graphics on corridor doors shall conform to the standards
prescribed by Landlord. No trademark shall be displayed in any event.
8. Canvassing, soliciting or peddling in the Building is prohibited and Tenant
shall cooperate to prevent same.
9. Landlord shall have the right to exclude any person from the Building other
than during customary business hours, and any person in the Building will be
subject to identification by the
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employees and agents of Landlord. All persons in or entering the Building shall
be required to comply with the security policies of the Building. If Tenant
desires any additional security service for the Premises, Tenant shall have the
right (with the advance written consent of Landlord) to obtain such additional
service at Tenant's sole cost and expense.
10. Only workmen employed, designated or approved by Landlord may be employed
for repairs, installations, alterations, painting, material moving and other
similar work that may be done on the Premises, by Tenant.
11. Tenant shall not do any cooking or conduct any restaurant, luncheonette or
cafeteria for the sale or service of food or beverages to its employees or to
others, or permit the delivery of any food or beverage to the Premises, except
by such persons delivering the same as shall be approved by Landlord and only
under regulations fixed by Landlord.
12. Tenant shall not bring or permit to be brought or kept in or on the Premises
any inflammable, combustible, corrosive, caustic, poisonous or explosive fluid,
material, chemical or substance, or cause or permit any odors to permeate in or
emanate from the Premises.
13. Tenant shall not xxxx, paint, drill into, or in any way deface any part of
the Building or the Premises. No boring, cutting or stringing of wires shall be
permitted, except with the prior written consent of Landlord, as Landlord may
direct. Tenant shall not install any resilient tile or similar floor covering in
the Premises except with the prior approval of Landlord. The use of cement or
other similar adhesive material is expressly prohibited.
14. No additional locks or bolts of any kind shall be placed on any door in the
Building or the Premises and no lock on any door therein shall be changed or
altered in any respect. Landlord shall furnish two keys for each lock on doors
in the Premises and shall, on Tenant's request and at Tenant's expense, provided
additional duplicate keys. All keys shall be returned to Landlord upon the
termination of this Lease. Landlord may at all times keep a pass key to the
Premises. All entrance doors to the Premises shall be left closed at all times,
and left locked when the Premises are not in use.
15. Tenant shall give immediate notice to Landlord in case of accidents in the
Premises or in the Building or of defects therein or in any fixtures or
equipment, or of any known emergency in the Building.
16. Tenant shall not use the Premises or permit the Premises to be used for
photographic, multilith or multigraph reproductions except in connection with
its own business.
17. Tenant shall not xxx or permit any portion of the Premises to be used as an
office for a public stenographer or typist, offset printing, the sale of liquor
or tobacco, a xxxxxx or manicure shop, an employment bureau, a labor union of
office, a doctor's or dentist's of office, a dance or music studio, any type of
school, or for any xxx other than those specifically granted in this Lease.
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18. Tenant shall not advertise for laborers giving the Premises as an address,
nor pay such laborer at a location in the Premises.
19. The requirements of Tenants will be attended to only upon application at the
offices of the Building. Employees of Landlord shall not perform any work or do
anything outside of their regular duties, unless under special instructions from
the office of Landlord.
20. Tenant shall not place a load upon any floor of the Premises which exceeds
the load per square foot which such floor was designed to carry and which is
allowed by law. Business machines and mechanical equipment belong to Tenant
which cause noise, vibration or any other nuisance that may be transmitted to
the structure or other portions of the Building or to the Premises, to such a
degree as to be objectionable to Landlord or which interfere with the use or
enjoyment by other tenants of their premises or the public portion of the
Building, shall be placed and maintained by Tenant, at Tenant's expense, in
settings of cork, rubber or spring type vibration eliminators sufficient to
eliminate noise or vibration.
21. No draperies, shutters or other covering may be installed by Tenant between
the building standard window covering and the exterior windows or walls.
22. Tenant shall not place, or install or operate within the Premises or any
other part of the Building any engine, stove or machinery, or conduct mechanical
operations therein, without the written consent of Landlord.
23. No portion of the Premises or any other part of the Building shall at any
time be used or occupied as sleeping or lodging quarters.
21
