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EXHIBIT 10.2
STANDARD OFFICE LEASE
COVER PAGE
The capitalized terms in this Lease shall have the meanings ascribed to
them below, and each reference to such term in the Lease shall incorporate such
meaning therein as if fully set forth therein.
TERMS:
LANDLORD: KGE Associates, LP with its principal office at 855 Mt. Xxxxxx
Highway, N.E., Atlanta, Georgia, 30328.
TENANT: Complementary Solutions, Inc., a Corporation duly organized
and existing under the laws of the State of Georgia with its
principal office at 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000,
Xxxxxxx. Georgia.
PREMISES: (a) Suite: 200
(b) Rentable Area: 9,228 square feet
(c) See Floor Plan attached hereto as Exhibit "A."
BUILDING: 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxx, which is
located within the Project.
PROJECT: Those certain tracts or parcels of land owned by Landlord from
time to time, together with all improvements located thereon
or which may hereafter be constructed thereon.
COMMENCEMENT DATE: April 10, 1992
TERMINATION DATE: March 31, 1997
FIRST LEASE YEAR BASE RENT (PER YEAR): $87,666.00
BASE TAXES AND ASSESSMENTS: 1992 Base Year
FIRST MONTH'S RENT: $7,305.50
SECURITY DEPOSIT: $8,220.61
AGENT: The Xxxxxx Company - Xx Xxxxxxxxx & Xxxx Xxxxxxx
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LEASE AGREEMENT
SUITE 200; PERIMETER CREST OFFICE PARK
THIS LEASE AGREEMENT is made and entered into on the 28th day of January,
1992, by and between KGE Associates, a Limited Partnership as landlord (the
"Landlord") and Complementary Solutions, Inc. a Corporation as tenant (the
"Tenant").
IN CONSIDERATION of the promises and covenants contained herein and for
other good and valuable considerations, the sufficiency and receipt of which are
hereby acknowledged, the parties agree as follows:
1. PREMISES.
Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, for the term and upon the terms and conditions contained herein, those
certain premises (the "Premises") shown on the floor plan attached hereto as
Exhibit "A" and incorporated herein by reference, containing approximately 9,228
square feet and located in the building 0000 Xxxxxxxxx Xxxx South (the
"Building") in Perimeter Park Office Park (the "Project") at 0000 Xxxxxxxxx Xxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx. No easement for light, air or
view is included.
2. TERM.
The term of this Lease shall be for 60 months and shall commence on the
date the Premises are ready for occupancy by Tenant or the date Tenant shall
first occupy the Premises, whichever shall first occur, provided that should the
term of this Lease commence on a day other than the first day of the calendar
month, the term of this Lease shall continue for 60 months from the first day of
the calendar month following said "date of commencement," but in no event shall
said date of commencement be later than the 10th day of April 1992. If Landlord
for any reason whatsoever cannot prepare the Premises for occupancy on or before
such date, this Lease shall not be void or voidable, nor shall Lessor be liable
to Tenant for any damage resulting therefor. Xxxxxx agrees to confirm the date
of commencement in writing if and when requested to do so by Landlord.
Notwithstanding anything to the contrary contained in this Lease the term of
this Lease shall expire at 11:59 p.m. on March 31, 1997. If the premises is
ready before the date of commencement, the Tenant may begin moving in early, and
no rent shall be due except that all other terms and conditions of this lease
shall be in full force and effect.
3. RENT.
(a) Beginning Rent. Tenant shall pay to Landlord as rent, in legal
tender, without set-off or counterclaim at 000 Xxxxx Xxxxxx, XX, Xxxxxxx,
Xxxxxxx 00000, or such other place as Landlord shall designate in writing an
annual rental of eighty seven thousand six hundred sixty-six dollars and no/100
($87,666.00), payable monthly in equal installments of seven thousand three
hundred five dollars and 50/100 ($7,305.50), each in advance on the first day of
every calendar month during the term of this Lease. If the term of this Lease
shall commence on a day other than the first day of a calendar month, the rental
payment for such month shall be proportionately reduced. Rental payments not
received by Landlord within ten (10) calendar days of the due date thereof shall
be subject to a late charge due and payable by Tenant to Landlord on the
eleventh (11th) calendar day after the due date thereof in an amount equal to
twenty-five dollars ($25.00) or five percent (5%) of such past due rental,
whichever amount is greater.
(b) Taxes. Tenant shall pay upon demand as additional rent during the
term of this Lease (and during each renewal term), the amount by which all taxes
(including, but not limited to, ad valorem taxes, special assessments,
betterment assessments and governmental charges) on
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the premises for each tax year exceed all taxes on the premises for the 1992 tax
year. In the event the premises are less than the entire property assessed for
such taxes for any such tax year, then the tax applicable to the premises shall
be determined by proration which shall be computed on the basis of the rentable
floor area of the premises bears to the rentable floor area of the entire
property assessed. If the final year of the lease term fails to coincide with
the applicable tax year, then any excess for such tax year during which the term
ends shall be reduced by the prorate part of the tax year beyond the end of the
lease term. Any real estate agent's commission shall not apply to any such
additional rent resulting from the provisions of this paragraph.
4. USE.
The Premises shall be used for general office purpose and for no other
purpose. Tenant shall not do or permit to be done in or about the premises, nor
bring or keep or permit to be brought or kept therein, anything which is
prohibited by or will in any way conflict with any law, statute, ordinance or
governmental rule or regulation now or hereafter in force, or which is
prohibited by the standard form of fire insurance policy or will in any way
increase the existing rate of or affect any fire or other insurance upon the
Project or Building or any part thereof or any of its contents, or cause a
cancellation of any Insurance policy covering the Project or Building or any
part thereof or any of its contents. Tenant shall not do or permit anything to
be done in or about the Premises which will in any way obstruct or interfere
with the rights of other tenants of the Project, or injure or annoy them, or use
or allow the Premises to be used for any improper, immoral, unlawful or
objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance
in, on or about the Premises.
5. ALTERATIONS AND IMPROVEMENTS.
Tenant will not make or suffer to be made any alterations, additions or
improvements to or of the Premises or any part thereof, or attach any fixtures,
equipment or signs thereto, without first obtaining Landlord's written consent.
Said consent shall not be unreasonably withheld and shall be delivered to Tenant
within ten (10) business days from receipt of written notice by Xxxxxx. If
Tenant does not receive notice from Landlord within ten (10) business days then
Tenant shall deem that Landlord has accepted Tenants notice. All alterations,
additions and improvements, whether temporary or permanent in character, made in
or upon the Premises either by Tenant or Landlord (other than Tenant's movable
office furniture or other items put in at Landlord's expense and identified by
Landlord and Tenant as personalty) shall, at the termination or expiration of
this Lease, for whatever reason, become Landlord's property and remain on the
Premises without compensation to Tenant, unless there is a written agreement
between the parties providing for such removal. Landlord hereby agrees that
Tenant may install a security system in the Premises and install sound
attenuation material on the walls of the open areas.
6. LIENS.
Tenant shall keep the premises, the Building, the Project and the
property upon which the Project is situated free from any liens or claims of
lien arising out of work performed, materials furnished or obligations incurred
by, for or at the instance of Tenant, its assignees or subtenants. Should any
such lien or claim of lien be filed or recorded, Tenant shall bond against or
discharge the same within ten days after written request of Landlord; provided
that Tenant shall have the right to contest the validity of any lien or claim if
the Tenant shall first have posted a bond to insure that upon final
determination of the validity of such lien or claim the Tenant shall immediately
pay any judgment rendered against it with all proper costs and charges, and
shall have such lien released without costs to the Landlord.
Nothing contained in this Lease shall be deemed or construed as
constituting the consent or request of Landlord, express or implied, to any
contractor, subcontractor, laborer, mechanic or
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materialman for the performance of any labor or the furnishing of any materials
for any specific improvement, alteration or repair of or to the Premises or any
part thereof, nor as giving Tenant a right, power or authority to contract for
or permit the rendering of any services or the furnishing of any materials that
would give rise to the filing of any mechanic's or materialman lien or claim of
lien against the Premises or the Tenant's interest therein, the Building, the
Project or the property upon which the Project is located.
7. REPAIR.
By entry hereunder Xxxxxx accepts the Premises as being in good and
sanitary order, condition and repair. Tenant shall, at all times during the
terms hereof and at Tenant's sole cost and expense, keep the Premises in good
and sanitary conditions and repair, damage thereto by fire, earthquake, act of
God or the elements excepted. Tenant hereby waives all rights to make repairs at
the expense of Landlord as provided by any law, statute or ordinance now or
hereafter in effect. Tenant shall at the end of the term hereof surrender to
Landlord the Premises and all alterations, additions and improvements thereto in
the same condition as when received, ordinary wear and tear and damage by fire,
earthquake, act of God or the elements excepted. Landlord shall make any
structural repairs necessary for safety and tenantability and necessary repairs
of the Building's fixtures and electrical, heating, cooling and plumbing systems
in the premises and will maintain the appearance and grounds of the Building in
a manner consistent with other quality office buildings in Atlanta, Georgia,
unless the damage to be repaired is attributable to any act or neglect of Tenant
its agents, employees or visitors, in which event Tenant shall be responsible
for repairing such damage. Tenant shall at once report in writing to Landlord
any defective condition known to it which Landlord may be required to repair.
8. SERVICES.
Xxxxxxxx agrees to provide Xxxxxx, as Landlord deems necessary and
subject to limitations contained in any governmental controls now or hereafter
imposed or matters beyond Landlord's control and subject to cessation for
reasonable necessity the following services:
(a) General cleaning and janitorial service including trash removal.
(b) General maintenance of the Building and landscaping and
maintenance of the grounds around the Building.
(c) Heating and air-conditioning service daily on Mondays through
Fridays inclusive (national holidays excepted), from 8:00 a.m. to 6:00 p.m. and
on Saturdays, if not a holiday, from 8:00 a.m. to 1:00 p.m. Without the express
written consent of Landlord, Tenant shall not install or use heat generating
machines and similar equipment or supplementary air-conditioning equipment. In
the event Landlord consents to such installation, the costs of operation and
maintenance of such equipment shall be paid by Tenant to Landlord. Should Tenant
desire either heating or air-conditioning at times when such services are not
famished by Landlord under the terms of the lease, Landlord will furnish such
services as requested by Tenant, at Tenant's expense and at a reasonable hourly
charge as is from time to time determined by Landlord, which charges Tenant
shall promptly pay on being billed by Landlord.
(d) Reasonable facilities for furnishing light and electric power for
the operation of primary office equipment such as personal computers,
typewriters, lamps, adding machines, and calculators, dictating equipment, and
clocks. Tenant shall bear the cost of electrical current required to operate any
other equipment, which cost shall be reasonably determined by Landlord.
(e) Water and sewer costs for water reasonably used in the Premises.
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(f) Elevator service during reasonable hours, 7 days per week.
(g) Landlord shall, when advised or requested by Tenant, provide and
replace fluorescent tubes or incandescent bulbs for fixtures in the Premises.
9. PEACEFUL POSSESSION.
So long as the Tenant shall observe and perform the covenants and
agreements binding on it hereunder, the Tenant shall at all times during the
term of this Lease peacefully and quietly have and enjoy possession of the
Premises.
10. LIABILITY OF LANDLORD AND TENANT.
Except as provided for in the final paragraph of this paragraph #10,
Landlord shall not be liable to Tenant in any manner whatsoever for failure to
furnish or delay in furnishing any service provided for in this Lease and no
such failure or delay shall constitute an actual or constructive eviction of
Tenant nor shall any such failure or delay operate to relieve Tenant from the
prompt and punctual performance of each and all the covenants to be performed
herein by Tenant. Except as provided in the final paragraph of this paragraph
#10, Landlord shall not be liable to Tenant for damage to person or property
caused by defects in the cooling, heating, electric, water or other system or
apparatus or by water discharged from sprinkler systems, if any, in the Building
or from any water pipes nor for the theft, mysterious disappearance, or loss of
any property of Tenant whether from the Premises or any part of the Building or
property adjoining the Building. Xxxxxxxx agrees to make reasonable efforts to
protect Xxxxxx from interference or disturbance by third persons including other
tenants. Landlord shall not, however, be liable for any such interference or
disturbance whether caused by another tenant or tenants of Landlord or other
person, nor shall Tenant be relieved from any obligation herein because of such
interference, disturbance or breach.
Tenant and Landlord shall indemnify each other against any liability or
expense of any nature due to the breach of any covenant in this Lease required
to be performed by the Indemnitor. Tenant shall indemnify the Landlord against
any liability or expense of any nature due to Tenants use or occupancy of the
premises.
Landlord shall not be liable, responsible or in any way accountable for
any loss, injury, death or damage to persons or property which at any time may
be suffered or sustained by Tenant or by any person who may at any time be using
or occupying or visiting the Premises, the Building or the Project or be in, on
or about the same, whether such loss, injury, death or damage shall be caused by
or in any way result from or arise out of any act, omission or negligence of
Tenant or of any occupancy, tenant, visitor or user of any portion of the
Premises, the Building or the Project, except those arising by reason of the
negligence or willful act of Landlord, its agents or employees. Tenant shall
forever indemnify, defend, hold and save Landlord free and harmless of, from and
against any and all claims, liabilities, actions, expenses, losses or damages
whatsoever on account of or in connection with any such loss, injury, death or
damage, except those arising by reason of the negligence or willful act of
Landlord, its agents or employees. Tenant hereby waives all claims against
Landlord for damages to the furniture, furnishings or other property of Tenant
in, upon or about the Premises, and for injuries to persons or property in or
about the Premises, the Building or the Project, from any cause arising at any
time, except those arising by reason of the negligence or willful act of
Landlord, its agents or employees.
Notwithstanding any provision of the Lease to the contrary, if Landlord
fails to provide Tenant with any of the services required of Landlord herein,
then Tenant shall provide Landlord with written notice of such failure, and,
provided such failure is a result of a cause within the reasonable control of
Landlord, if Landlord has not diligently commenced to cure such failure
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within ten (10) days after receipt of Tenant's notice, then Tenant shall have
the right to expend any reasonable sums to cure such failure and invoice
Landlord for the actual reasonable costs so incurred, which costs Landlord shall
reimburse to Tenant within thirty (30) days of receipt of Tenant's invoice
therefore, failing which Tenant may pursue such remedies as Tenant may have at
law or in equity.
11. ASSIGNMENT AND SUBLETTING.
Tenant shall not, without the prior written consent of Landlord (which
consent shall not be unreasonably withheld) assign, transfer, mortgage, pledge,
hypothecate or encumber this Lease or any interest herein or sublet the Premises
or any part thereof, or permit the use of the Premises by any party other than
Tenant.
12. SUBORDINATION OF LEASE.
The rights of the Tenant under this Lease shall be and are subject and
subordinate at all time to the lien of any and all mortgages, security deeds,
deeds to secure debt or loan deeds in any amount or amounts whatsoever now or
hereafter placed on Landlord's interest in the Project or the Building, or both,
and to all advances made or hereafter to be made upon the security thereof.
Although such subordination shall be self-operative, the Tenant shall execute
such further instruments confirming such subordination as may be requested by
the Landlord. If any such mortgage, security deed, deed to secure debt or loan
deed shall be foreclosed, upon request to the mortgagee or the purchaser on
foreclosure, the Tenant will recognize as the Landlord and new owner of the
Building the purchaser on foreclosure sale thereunder (or purchaser by deed in
lieu of foreclosure) and will execute such instruments as may be necessary or
appropriate to evidence such attornment. Notwithstanding any of the above,
Xxxxxx agrees that Landlord or his successor in interest shall have the right to
declare this Lease prior and superior to any such mortgage, security deed, deed
to secure debt or loan deed and Xxxxxx agrees, upon request, to execute any
instrument or instruments requested by Landlord or such first mortgagee to
confirm same.
This Lease shall be subject and subordinate to all underlying leases
and to security deeds which may now or hereafter affect such leases or the real
property of which premises form a part, and also to all renewals, modifications,
extensions, consolidations and replacements of such underlying leases and such
security deeds. Although no instrument or act on the part of Tenant shall be
necessary to effectuate such subordinations, Tenant will, nevertheless, execute
and deliver such further instruments confirming such subordination of this Lease
as may be desired by the holders of said security deeds or by any of the
Landlords under such underlying leases. If any underlying lease to which this
Lease is subject terminates, Tenant shall on timely request attorn to the owner
of the reversion.
13. INSPECTIONS.
Landlord may enter the Premises at reasonable hours to (a) inspect the
Premises, (b) exhibit the Premises to prospective purchasers or tenants, (c)
determine whether Tenant is complying with all its obligations hereunder, (d)
supply any service to be provided by Landlord to Tenant hereunder, (e) post "For
Lease" signs of reasonable size upon or within the Premises during the last
ninety (90) days of the term hereof and during any period of holding over by
Tenant, and (f) make repairs required of Landlord under the term hereof or
repairs to any adjoining space or utility services or make repairs, alterations
or additions to any other portion of the Building, provided, however, that all
such work shall be done as promptly as reasonably possible and so as to cause as
little interference to Tenant as reasonably possible.
14. DAMAGE AND DESTRUCTION.
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If either the Premises or the Building containing the Premises is
totally destroyed or so substantially damaged as to be untenantable by fire,
lightning, earthquake, windstorm or other casualty, and cannot be repaired
within one hundred twenty (120) days, this Lease may be terminated by either
party upon thirty (30) days written notice to the other, and rent shall be
accounted for between the Lessor and Lessee as the termination date. In the
event of partial destruction or damage to the Premises, so as to render the
Premises partially, but not wholly untenantable, this Lease shall not terminate
but the annual rental rate shall be reduced in proportion to the area of the
Premises which cannot be used or occupied by Tenant as a result of such fire or
other casualty. Landlord shall, in the event of such partial damage or
destruction, and within a reasonable time after said fire or other casualty,
subject to matters beyond Landlord's control and to the extent availability of
insurance proceeds, restore the Premises to as near the same structural
condition as existed prior to said fire or other casualty, but without prejudice
to Tenant's responsibility therefor should the fire or other casualty have
resulted from the act, negligence, or fault of Tenant or its representatives,
agents, or invitees. In the event of partial damage or destruction of the
Premises (not caused by act, negligence, or fault of Tenant or its
representatives, agents or invitees) which renders the remainder of the Premises
impractical for use during restoration, the whole of the rent shall xxxxx during
the restoration period. In the event of partial damage or destruction of the
Premises, should the repairs or restoration not be completed for any reason
within one hundred twenty (120) days from the date of said fire or casualty,
Tenant may terminate this Lease by giving the Landlord written notice to
terminate not later that one hundred (100) days after the fire or other
casualty. In no event shall Tenant have any option to terminate nor shall rent
xxxxx if the fire or other casualty be the result of the act, negligence or
fault of Tenant, or its representatives, agents, employees or invitees.
15. EMINENT DOMAIN.
(a) If title to any part of the Premises is taken for any public or
quasi-public use by eminent domain or by private purchase in lieu thereof, or if
title to so much of the Building is taken that a reasonable amount of
reconstruction thereof will not, in Landlord's sole discretion, result in the
Premises or the Building being a practical improvement and reasonably suitable
for use for the purpose for which they are designed, then, in either event this
Lease shall terminate at the option of Landlord on the date the condemning
authority actually takes possession to the part condemned. If title to the whole
of the Premises is taken by eminent domain then this Lease shall terminate as of
the date possession of the Premises is taken by the condemning authority.
(b) If the Lease is terminated under the provisions of this Paragraph
15, rent shall be apportioned and adjusted as of the date of termination.
(c) If there is a partial taking of the Premises or the Building and
this Lease is not thereby terminated under the provisions of this Paragraph 15,
then this Lease shall remain in full force and effect, and Landlord shall,
within a reasonable time thereafter, repair and restore the remaining portion of
the Premises, should they be affected, to the extent necessary to render the
same tenantable and shall repair or reconstruct the remaining portion of the
Building to the extent necessary to make the same a complete structural unit.
(d) All compensation awarded or paid upon a total or partial taking
of the Premises, the Land or Building shall belong to and be the property of
Landlord without any participation by Xxxxxx. Nothing herein shall be construed
to preclude Tenant from prosecuting any claim directly against the condemning
authority for loss of business, damage to, and cost of removal of trade
fixtures, furniture and other personal property belonging to Tenant; provided,
however, that no such claim shall diminish or adversely affect Landlord's award.
(e) After any partial taking of the Premises which does not result in
a termination of this Lease, the Base Annual Rental for the remainder of the
Lease Term shall be reduced by the
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same percentage as the rentable area of the space taken bears to the total
rentable area originally in the Premises. In the event that a partial taking
renders the remainder of the Premises impractical for use, then Tenant shall
have the option to cancel this Lease.
16. HOLDING OVER. If Tenant remains in possession of the Premises after
expiration of the term of this Lease, with Xxxxxxxx's acquiescence and without
any express agreement of the parties, Tenant shall be a tenant at will at a
rental rate equal to one and one-half times the rental rate, adjusted pursuant
to paragraph 3(b), in effect at the end of this Lease and there shall be no
renewal of this Lease by operation of law.
17. RULES AND REGULATIONS. Tenant shall faithfully observe and comply
with the rules and regulations attached as Exhibit "B" to this Lease and all
reasonable modifications of and additions thereto of general application from
time to time put into effect by Landlord. Landlord shall not be responsible to
Tenant for nonperformance by any other tenant or occupant of the Project or the
Building of any of said rules and regulations.
18. HAZARDOUS SUBSTANCES. Tenant represents and warrants that it will
not, on or about the Premises, make, store, use, treat, transport or dispose of
any hazardous or toxic waste, contaminants, oil, radioactive or other materials
the removal of which is required or the maintenance of which is prohibited,
regulated (unless such regulations are adhered to and Landlord is notified
thereof) or penalized by any local, state or federal agency, authority or
governmental unit.
19. DEFAULTS. The following shall constitute events of Default
hereunder:
(a) Failure by Tenant to pay any rent or other sum payable hereunder
on or before the date due;
(b) Default by Tenant in the observance or performance of any of the
other terms, covenants, agreements or conditions contained herein or in the
rules and regulations incorporated herein;
(c) Filing by the Tenant or any guarantor or surety with respect to
this Lease of a voluntary petition in bankruptcy or a voluntary petition or
answer seeking reorganization, arrangement, readjustment of its debts or for any
other relief under the Bankruptcy Act, as amended, or under any other insolvency
act or law, state or federal, now or hereafter existing, or any action by the
Tenant or any guarantor or surety with respect to the Lease indicating its
content to, approval of or acquiescence in, any such petition or proceeding; the
application by the Tenant or any guarantor or surety with respect to this Lease
for or the appointment by consent or acquiescence of a receiver or trustee of
the Tenant or any guarantor or surety with respect to this Lease or for all or a
substantial part of its property; the making by the Tenant or any guarantor or
surety with respect to this Lease or any assignment for the benefit of its
creditors; or the inability of the Tenant or any guarantor or surety with
respect to this Lease, or the admission by the Tenant or any guarantor or surety
with respect to this Lease of its inability, to pay its debts as they mature.
(d) The filing of any involuntary petition against the Tenant or any
guarantor or surety with respect to this Lease in bankruptcy or seeking
reorganization, arrangement, readjustment of its debts or for any other relief
under the Bankruptcy Act, as amended, or under any other insolvency act or law,
state or federal, now or hereafter existing, or the involuntary appointment of a
receiver or trustee of the Tenant or any guarantor or surety with respect to
this Lease or for all or a substantial part of its property; or the issuance of
attachment, execution or other similar process against substantial part of the
property of the Tenant or any guarantor or surety with respect to this Lease and
the continuation of any of such for a period of thirty (30) days undismissed,
unbonded or undischarged.
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(e) The insolvency of Tenant or any guarantor or surety with respect
to this Lease; or the withdrawal or revocation of any guaranty or suretyship
agreement regarding this Lease.
Upon the occurrence or existence of any Event of Default, Landlord
shall have the option to exercise any or all of the following remedies:
(i) Terminate this Lease, in which event Tenant shall immediately
surrender the Premises to Landlord, but if Tenant shall fail to do so, Landlord
may, without further notice and without prejudice to any other remedy Landlord
may have for possession or arrearages in rent or damages for breach of contract,
enter upon the Premises and expel or remove Tenant and its effects, and Xxxxxx
agrees to indemnify Landlord for all loss and damage which Landlord may suffer
by reason of such Lease termination, whether through inability to relet the
Premises, or through decrease in rent, or otherwise;
(ii) Enter the Premises as the agent of the Tenant on Xxxxxx's
account, and relet the Premises as the agent of the Tenant, and receive the rent
therefor, and the Tenant shall pay the Landlord any deficiency that may arise by
reason of such reletting, on demand at any time and from time to time at the
office of Landlord. This reletting is for the benefit of the Tenant and does not
relieve him of his obligations under the Lease whether or not notice of the
reletting is given to the Tenant. It is hereby agreed that this may be done
without effecting a surrender of the Premises;
(iii) Refuse to accept a surrender of the Premises in which event the
Landlord may allow the premises to remain idle and hold the Tenant for rent, or,
in the alternative the Landlord may sue for breach of contract before the
expiration of the term.
(iv) Re-rent the Premises, calculate the amount by which the rent for
the re-rented Premises is less than that provided by this Lease and immediately
be entitled to such difference reduced to its then present value.
The foregoing remedies of Landlord shall not be exclusive but shall be
cumulative and in addition to all other remedies now or hereafter allowed by law
or elsewhere provided for. Nothing herein contained shall limit or prejudice
Landlord's right to prove and obtain as liquidated damages arising out of any
default or termination of this Lease the maximum amount allowed by law.
20. TENANT'S PERSONALTY.
The Tenant shall, on or before the expiration of the Lease term,
surrender the Leased Premises and the keys and mailbox keys thereto to the
Landlord free of subtenancies, together with alterations, additions, and
improvements which may have been made upon the Premises, except movable
furniture, movable personal property, or movable trade fixtures put in at the
expense of the Tenant, subject, however, to the subsequent provisions hereof.
All of the property removable pursuant to the provisions of this paragraph shall
be removed by the Tenant on or before the expiration of the Lease term, and all
property not so removed shall be deemed abandoned by the Tenant. Landlord may
remove and immediately dispose of such property in a manner set forth below at
Xxxxxx's expense.
Tenant hereby irrevocably appoints Landlord as agent and attorney in
fact of Tenant to enter upon the Premises, upon the occurrence or existence of
any Event of Default, and to remove any personal property situated upon the
Premises, and place such property in storage for the account of and at the
expense of Tenant. In the event that Tenant shall not claim such property and
pay the cost of storing such property after the property has been stored for a
period of thirty (30) days or more, Landlord may sell any or all of such
property at public or private sale in such
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manner and at such times and places as Landlord in its sole discretion may deem
proper without notice to Tenant or any demand upon Tenant for the payment of any
part of such charges or the removal of any of such property, and shall apply the
proceed of such sale; first, to the cost and expenses of such sale, including
reasonable attorney's fees actually incurred; second, to the payment of the
costs of or charges for storing any such property; third, to the payment of any
other sums of money which may then or thereafter be due to Landlord from Tenant
under any of the terms hereof; and fourth, the balance, if any, to Tenant.
21. ATTORNEY'S FEES.
In the event any sums payable to Landlord hereunder are collected at
law or through any attorney at law, Tenant or Landlord shall pay, in addition to
such sums, fifteen percent (15%) thereof for attorneys fees. Tenant or Landlord
shall pay all reasonable attorney's fees and expenses Landlord or Tenant incurs
in enforcing any other obligation of Tenant or Landlord hereunder, or in
connection with any litigation or negotiations in which Landlord or Tenant
shall, without its fault, become involved through or on account of this Lease.
22. NOTICES.
All notices and demands permitted or required to be given by either
party to the other hereunder shall be deemed to have been fully given when in
writing and deposited in the United States mail, certified or registered,
postage prepaid, and addressed as follows:
(a) to Tenant at the Premises, or to such other place as Tenant may
from time to time designate in a written notice to Landlord;
(b) to Landlord at 855 Mt. Xxxxxx, NE, Atlanta, Georgia 30328, or to
such other place as Landlord may from time to time designate in a notice to
Tenant.
23. NO ESTATE.
This contract and lease shall create the relationship of landlord and
tenant; no estate shall pass out of Landlord; and Tenant shall have only a
usufruct which is not subject to levy and sale.
24. SECURITY DEPOSIT.
(a) As security for the faithful performance of the terms, covenants,
conditions and provisions of this Lease, as well as to indemnify Landlord from
any damage, costs, expenses, real estate brokerage commissions or attorneys'
fees to which Landlord may be put by reason of any default by Xxxxxx, Tenant
hereby agrees to deposit with Landlord, no later that thirty (30) days prior to
the commencement date of the Lease Term, and unconditional and irrevocable
letter of credit issued by NationsBank (in a form acceptable to Landlord) in the
amount of eight thousand two hundred twenty dollars and 61/100 ($8,220.61) which
letter of credit shall be renewed annually, at least thirty (30) days prior to
the expiry date thereof for additional one-year periods until the expiration of
the Lease Term (or the Extended Term, if any). If such letter of credit has not
been renewed at least thirty (30) days prior to the expiry date thereof,
Landlord may immediately draw on such letter of credit and hold the cash
proceeds thereof in lieu of such letter of credit.
(b) As additional security for Xxxxxx's obligation to take possession
of the Premises on the Commencement Date and to comply with all of Tenant's
covenants, warranties, agreements and provisions from even date herewith until
said Commencement Date, Tenant has deposited with Landlord the sum of $7,305.50.
Such amount shall be applied to the first two (2) month's rent upon Xxxxxx's
timely taking possession or alternatively, in the event Tenant fails to take
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possession of the Premises as aforesaid, said sum shall be retained by Landlord
for application in reduction, but not in satisfaction, of damages suffered by
Landlord as a result of Tenant's failure to take possession timely.
(c) In the event of a sale or transfer of Landlord's interest in the
Premises or the Building, or the Land; or a lease for years by Landlord of the
Premises or of the Building substantially as an entirety, Landlord shall have
the obligation to transfer the within described security deposits to the vendee
or Tenant for years of Landlord, as the case may be, and Landlord shall be
relieved from all liability to Tenant for the return of such deposits. Tenant
shall look solely to the new owner or to Landlord's tenant for years for the
return of said deposit. The provisions of this Paragraph 24 shall apply to every
assignment to the aforesaid security deposits made to any new owner or tenant
for years of Landlord. The security deposited under this Lease shall not be
mortgaged, assigned or encumbered by Xxxxxx. In the event of a permitted
assignment or subletting under this Lease by Tenant, the security deposits shall
be held by Landlord as a deposit made by the permitted assignee or subtenant and
Landlord shall have no further liability with respect to the return of said
security deposits to Tenant.
(d) Landlord may commingle with other funds of Landlord the deposits
provided for herein. Said deposits shall not bear interest. Xxxxxx, waives the
provisions of all present or future laws contrary to the provisions of this
paragraph 24.
25. BINDING EFFECT.
The provisions of this Lease shall bind and inure to the benefit of
Landlord and Tenant, and their respective successors, heirs, legal
representatives and permitted assigns; it being understood that the term
"Landlord," as used in this Lease, means only the owner for the time being of
the Building of which the Premises are a part, so that in the event of any sale
or sales of said Building or of any lease for years 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 tenant for years, of or
from Landlord, 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 Building. Should the entire Building be severed from the
Land as to ownership by sale and/or lease, then the owner of the entire Building
or tenant for years of the entire Building that has the right to lease space in
the Building to other tenants shall be deemed the "Landlord." Tenant shall be
bound to any succeeding party of 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 party of "Landlord" or Tenant.
26. ESTOPPEL CERTIFICATES.
Tenant shall, from time to time, and upon ten (10) days prior written
request by Landlord or by a holder of a deed to secure debt on the Building
("Mortgagee") execute, acknowledge and deliver, in recordable form, to Landlord
or as Landlord may direct or to a Mortgagee, as the case may be, a written
statement certifying that this Lease is unmodified and in full force and effect
(or if there have been modifications that the same is in full force and effect
as modified and stating the modifications), the date of commencement of this
Lease, the dates to which annual rental, additional rental and other charges
have been paid, that this Lease is in full force and effect, that Tenant is in
possession of the Premises paying the full lease rental, that no rental payments
have been made in advance except as stated in the, Lease, and whether, to the
best knowledge of Tenant, Landlord is in default hereunder (and if so,
specifying the nature of the default and the steps, if any, being taken to cure
same), it being intended that any such statement delivered pursuant to this
paragraph may be relied upon any person dealing with Landlord with respect to
Landlord's interest in the Premises.
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27. RENT CONTROL.
Tenant hereby waives the benefits of all existing and future Rent
Control Legislation and similar government regulations (which may be applicable
with respect to this Lease, or Xxxxxx's rights hereunder), whether in time of
war or not, to the extent not prohibited by law.
28. OWNER AND MANAGER.
Xxxxxxxx gives to Tenant and Xxxxxx acknowledges having the following
information:
(a) the name of the owner of record of the Building in which the
Premises are located is KGE Associates, LP and its address is 855 Mt. Xxxxxx,
NE, Atlanta, Georgia 30328.
(b) the names of the persons authorized to manage the Building in
which the Premises are located are Xxxxxxxx Properties, Inc., and their address
is 855 Mt. Xxxxxx, NE, Atlanta, Georgia 30328.
29. APPLICATION OF TENANT'S PAYMENTS.
Landlord may accept any and all payments by or for the account of
Tenant, without prejudice to the claims of Landlord; and Landlord may apply the
same to or for the account of Tenant in such manner, order or priority as
Landlord may determine in Landlord's sole discretion notwithstanding any
designation by Tenant of application to the contrary or whether a different
amount than that demanded, claimed or anticipated by Landlord.
30. WAIVER OF CERTAIN RIGHTS.
Tenant waives the rights and benefits of Section VI of Georgia Laws
1970, page 968 at page 972 (which section provides that tender of rents and
costs within seven days of service of a dispossessory summons is a defense to
said summons), and any amendments thereto.
31. MISCELLANEOUS
(a) The words "Landlord" and "Tenant" as used herein shall include
the plural as well as the singular. Words used in masculine gender include the
feminine and neuter and words used in the neuter include the masculine and
feminine. If there be more than one Tenant, the obligations hereunder imposed
upon Tenant shall be joint and several.
(b) The paragraph headings of this Lease are for reference
convenience only, and are not a part of this Lease and shall have no effect upon
the construction or interpretation of any part hereof.
(c) Time is of the essence of this Lease and each and all of its
provisions.
(d) Submission of this instrument for examination or signature by
Xxxxxx does not constitute a reservation of or option to lease, and it is not
effective as a lease or otherwise until execution and delivery by both Landlord
and Tenant. Landlord and Tenant agree that each lease draft submitted for
consideration by the other shall be null and void if a response has not been
given back to the other within forty-eight (48) hours.
(e) The terms, covenants, agreements and conditions herein contained,
shall, subject to the provisions as to assignment and subletting apply to and
bind the heirs, successors,
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executors, administrators, assigns and subtenants of the parties hereto, unless
otherwise provided herein.
(f) As used in this Lease, the term "rent" or "rental" shall include
all amounts payable pursuant to Paragraph 3 and all other additional charges or
sums payable to Landlord hereunder.
(g) This Lease is made and entered into in the State of Georgia,
relates to premises located and duties to be performed in the State of Georgia,
and shall, in all respects, be interpreted in accordance with the laws of the
State of Georgia.
(h) This Lease represents the entire understanding and agreement
between the parties relating to the subject matter hereof and supersedes all
prior negotiations and agreements relative thereto. The language in all parts of
this Lease shall in all cases be construed as a whole according to its fair
meaning and not strictly for or against either Landlord or Tenant.
(i) This Lease may be executed in counterparts, each of which, when
fully executed, shall be deemed an original, and all of which shall be but one
Agreement. In the event of any conflict between any of such counterparts, the
original or copy hereof held by Landlord, including all exhibits thereto, shall
control.
(j) If any term, covenant or condition of this Lease or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term, covenant or condition to any other person or circumstance, shall not
be affected thereby and each term, covenant or condition of this Lease shall be
valid and enforceable to the fullest extent permitted by law.
(k) No failure or delay of Landlord to exercise any right or power
given it herein or to insist upon strict compliance by Tenant of any obligation
imposed upon it herein and no course of dealing or custom or practice of either
party hereto at variance with any term hereof shall constitute a waiver or a
modification of the terms hereof by Landlord or its right to demand strict
compliance with the terms hereof by Tenant.
32. SPECIAL STIPULATIONS.
The following Special Stipulations are hereby made a part of this Lease
and shall control in the event they conflict with any of the foregoing
provisions of the Lease.
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IN WITNESS WHEREOF, the parties have executed this Lease on the day and
year first above written.
"LANDLORD"
KGE Associates, LP
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Its:
----------------------------
Date Executed by Landlord 1/28/92
-------------
(CORPORATE SEAL)
"TENANT"
Complementary Solutions, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Its: President
----------------------------
Attest: /s/ Xxxxxxx XxXxxx-Xxxxx
-------------------------
Its: Vice President
---------------------------
Date Executed by Tenant 1/28/92
---------------
(CORPORATE SEAL)
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RULES AND REGULATIONS
1. No sign, picture, advertisement or notice of any kind shall be
displayed on the exterior of the Premises, or on any part of the Building unless
the same is first approved by the Landlord.
2. Tenant shall have the right to be furnished with two keys for
every lock on doors in the Premises, however, additional keys must be made at
Tenant's expense. No additional locks shall be placed upon any doors of the
Premises, unless Landlord is provided with keys to the additional locks, and
upon termination of the Lease, Tenant shall surrender to Landlord all keys to
the Premises.
3. The Landlord, its agents and employees, shall be permitted in the
Premises at all reasonable hours for the purpose of making any repairs, and for
any other reasonable purposes.
4. No electric current shall be used by the Tenant except that
furnished or approved by the Landlord, nor shall electric or other wires be
brought into the Premises except upon the written approval of the Landlord, and
any electric current in excess of that considered by Landlord to be normal for
Tenants in the Building shall be paid for by Tenant, under such rates as are
established by Landlord.
5. Tenant shall not without first obtaining Landlord's written
consent, employ or contract with any person to do cleaning or perform janitorial
services in the Premises.
6. The sidewalks, entrances, passages, halls and stairways shall not
be obstructed in any way by Tenant, its agents or employees, or used by them for
purposes other than ingress in and egress from the Premises.
7. All equipment, furnishings or other heavy articles used by the
Tenant in Premises shall be carried into the Premises only at such times and in
such manner as shall be prescribed by Landlord. Any damage done to the Building
or any part thereof by moving or removing said articles or from overloading any
floor in any way shall be paid by Tenant. Defacing or damaging any part of the
Premises or Building in any way by Tenant, its agents or employees shall be
repaired at the expense of Tenant.
8. No animals, birds, bicycles or other vehicles shall be brought
into the offices, halls or elsewhere in the Building by the Tenant, its agents
or employees. Tenant shall be allowed to have an aquarium in the Premises.
9. Restrooms and other water facilities shall not be used for any
purpose other than those for which they are intended and any damage resulting to
them from misuse shall be repaired at the expense of Tenant.
10. In the event Landlord provides venetian blinds or draperies in
the office space used by Tenant, Tenant shall use such care and diligence to
protect them as may be required by Landlord.
11. Outside windows in the Premises shall not be covered or
obstructed by Tenant in any way without first obtaining Landlord's written
consent.
12. The Tenant at its sole expense shall comply with all laws, orders
and regulations of federal, state and municipal authorities, and with any
direction of any public officer, pursuant to law, which shall impose any duty
upon the Landlord or the Tenant with respect to the lease property. The Tenant,
at its sole expense, shall obtain all licenses or permits which may be required
for the conduct of its business within the terms of this Lease, or for the
making of repairs,
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alternations, improvements or additions and the Landlord, where necessary, will
join with the Tenant in applying for all such permits or licenses.
13. The Landlord reserves the right to make such other and farther
reasonable Rules and Regulations as in the Landlord's judgment may from time to
time be needed for the safety, care and cleanliness of the Building and Project
and for the preservation of good order therein and such other or further Rules
and Regulations shall be binding upon Landlord and Tenant the same as if they
had been inserted herein at time of execution of the Lease Agreement into which
these Rules and Regulations are incorporated.
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SPECIAL STIPULATIONS
RENTAL SCHEDULE
The following schedule is the base rental payable per Paragraph 3(a) of this
lease:
Year 1 Beginning April 10, 199 through March 31, 1993 the monthly sum of
Seven thousand three hundred five dollars and 50/100 ($7,305.50) for a
total annual base rental of Eighty seven thousand six hundred sixty six
dollars and No/100 dollars ($87,666.00).
Year 2 Beginning April 1, 1993 through March 31, 1994 the monthly sum of
Seven thousand five hundred twenty eight dollars and 51/100 ($7,528.51)
for a total annual base rental of Ninety thousand three hundred forty
two dollars and 12/100 dollars ($90,342.12).
Year 3 Beginning April 1, 1994 through March 31, 1995 the monthly sum of
Seven thousand seven hundred fifty one dollars and 52/100 ($7,751.52)
for a total annual base rental of Ninety three thousand eighteen
dollars and 24/100 dollars ($93,018.24).
Year 4 Beginning April 1, 1995 through March 31, 1996 the monthly sum of
Seven thousand nine hundred eighty two dollars and 22/100 ($7,982.22)
for a total annual base rental of Ninety five thousand seven hundred
eighty six dollars and 64/100 dollars ($95,786.64).
Year 5 Beginning April 1, 1996 through March 31, 1997 the monthly sum of
Eight thousand two hundred twenty dollars and 61/100 ($8,220.61) for a
total annual base rental of Ninety eight thousand six hundred forty
seven dollars and 32/100 dollars ($98,647.32).
* April 10, 1992 - April 30, 1992 is deemed a partial month and rental shall be
prorated accordingly.
RENTAL ABATEMENT
Lessor grants to Lessee the period of April 10, 1992 through February 28, 1993
as ten (10) months of one-half base rent (the "Abated Rent Period"). All other
charges per the Lease Agreement during this period will be due and payable. Per
paragraph 2 of the Lease (Term), the rental abatement period shall be extended
by the amount of time in which the commencement date is extended.
Landlord and Xxxxxx acknowledge that the foregoing Abated Rent Period has been
granted to Tenant as additional consideration for entering into the Lease, and
for agreeing to pay the Base Rent and performing the terms and conditions
otherwise required under the Lease. Accordingly, if Tenant shall default under
the Lease and fail to cure such default within the time permitted for cure
pursuant to the Lease, if any, prior to making fifty (50) full monthly payments
after the ten (10) months of one-half rent, Tenant shall become obligated to pay
to Landlord the, $36,527.50 value of the Base Rent otherwise abated hereunder
during the Abated Rent Period. Said abated rent payable to the Landlord shall be
proportionately reduced according to the amount of months already paid during
the term of the Lease.
AS-IS CONDITION
Except for the improvements as detailed in Exhibit "A", tenant agrees to accept
the leased premised in an "as-is" condition. Xxxxxxxx agrees that the HVAC,
electrical and plumbing fixtures will be in a satisfactory working condition
throughout the term of the Lease.
Xxxxxx's acceptance of the Premises shall be subject to "punch list items" which
are details of construction, decoration, and mechanical and electrical
adjustments which, in the aggregate, are
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minor in character and do not materially interfere with the Lessee's use of
enjoyment of the Premises. Within ten (10) days after the date of the
Certificate of Substantial Completion of the improvements to the Premises,
Xxxxxx's representative and Xxxxxx's representative shall inspect the Premises
for purposes of compiling a list of punch list items. Lessor shall be obligated
to begin correcting and diligently pursue the correction of punch items within
thirty (30) days after completion of said punch list, unless any item or items
included on said punch list cannot reasonably be completed within thirty (30)
days, in which case Lessor shall have begun correcting and diligently pursuing
the correction of those items within said thirty (30) day period.
EXPANSION SPACE
Landlord guarantees the availability of 2,000 square feet of contiguous space
for a period of twenty four (24) months. The rental rate for the expansion space
shall be the same as the then prevailing rate Tenant is paying on it's original
premises. Landlord will improve the expansion space in a similar fashion to the
improvements made to Tenant's original premises, but under no circumstances
shall the cost of improvements exceed $7.54 per square foot. Any costs above and
beyond the $7.54 per square foot allowance shall be Tenant's responsibility.
CANCELLATION FEE AND OPTION
Should Tenant elect to terminate the lease after three (3) full years of
occupancy, Tenant shall be obligated to pay to Landlord $32,463.34 in a lump sum
payment. This amount pertains to canceling Tenants original premises only. If
Tenant expands into the adjacent 2,000 square feet after twenty four (24) months
and then cancels the lease, Tenant shall also be obligated to pay the
unamortized improvements for that space. As an example, if the improvements for
the expansion space were $15,080.00 (2,000 square feet x $7.54), the fee would
be $10,594.28. It is acknowledged and agreed by Tenant that the cancellation fee
payable to Landlord in accordance with the provisions hereof is not a penalty
but is a reasonable estimate of the damages to be sustained by Landlord as a
result of such early termination by Xxxxxx, including, but not limited to, the
unamortized costs of concessions and improvements constructed by Landlord within
the Premises. It is otherwise difficult to ascertain precisely the actual
damages to be incurred by Landlord as a result of such early termination, and
Landlord and Tenant hereby agree that the cancellation fee set forth above shall
constitute liquidated damages, and be the sole remedy of Landlord, as a result
of such early termination.
Should Tenant desire to exercise such cancellation right, Tenant shall give
Landlord prior written notice of such exercise at least ninety (90) days prior
to that date upon which Tenant will have occupied the Premises for three (3)
full years. The cancellation fee as set forth above shall be paid by Tenant to
Landlord with such notice of cancellation, and the Lease Term shall end on the
last day of such three (3) year term.
BROKER
The Xxxxxx Company is acting agent for the Tenant in this transaction and is to
be paid a commission by the Landlord according to a separate commission
agreement between Lessor and The Xxxxxx Company, said agreement incorporated
hereto by reference.
INTENT OF THE PARTIES
Landlord and Xxxxxx agree that the prevailing intent of this Lease is for the
Landlord to provide and maintain the structural components of the Premises, the
Building, and the grounds of the Building, in a professional manner in order to
provide a good business environment for the Tenant. In return, the Tenant shall
pay Rent in a timely manner as set forth in this Lease. Both parties agree to
act in a reasonable, lawful manner regarding all aspects of this Lease.
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EXHIBIT "A"
[Floor Plan]
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EXHIBIT "B"
[Legal Description]
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EXHIBIT "C"
TENANT IMPROVEMENTS:
It is understood and agreed by both parties that the following improvements will
be provided by the Landlord:
Landlord will construct the space in accordance with the specifications detailed
in the construction drawings prepared by Research Planning and Design, Inc.
dated January 16, 1992.
Landlord will provide a lift to facilitate access to the second floor of the
building in accordance with governmental codes.
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DISCLOSURE STATEMENT
RE: KGE Associates, LP and Complementary Solutions, Inc.
Pursuant to Georgia Real Estate Commission Regulation 520-1-.08 The Xxxxxx
Company and Xxxxxxxx Properties, Inc. make the following disclosures:
I. In the above transaction, The Xxxxxx Company represents:
*(a) the Lessee exclusively
(b) the Landlord exclusively
(c) the Lessee and Landlord jointly and such dual agency is expressly
consented to the parties by their execution hereof.
II. In the above transaction, Xxxxxxxx Properties, Inc. represents:
(a) the Lessee exclusively
*(b) the Landlord exclusively
(c) the Lessee and Landlord jointly and such dual agency is expressly
consented to the parties by their execution hereof.
III. In the above transaction, The Xxxxxx Company shall receive its
compensation from:
(a) the Lessee exclusively
*(b) the Landlord exclusively
(c) the Lessee and Landlord jointly and such dual agency is expressly
consented to the parties by their execution hereof.
IV. In the above transaction, Xxxxxxxx Properties. Inc, shall receive its
compensation from:
(a) the Lessee exclusively
*(b) the Landlord exclusively
(c) the Lessee and Landlord jointly and such dual agency is expressly
consented to the parties by their execution hereof.
The parties named below acknowledge, agree with and consent to the
representation and compensation disclosed above.
Lessor: KGE Associates, LP Lessee: Complimentary Solutions, Inc.
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------- ------------------------------------
Title: Title: President
----------------------------- ---------------------------------
Date: Date: 1/28/92
------------------------------ ----------------------------------
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