OFFICE BUILDING LEASE
THIS LEASE, made this 3/rd/ day of January, 1994, by and between RIVER
EDGE ONE ASSOCIATES, LTD. (hereinafter called "Lessor"), and ICI, INTERNATIONAL
COMPUTEX, INC., A _____________ corporation (hereinafter called "Lessee").
FOR AND IN CONSIDERATION of the mutual covenants and conditions contained
herein, the parties hereto do hereby agree as follows:
1. PREMISES
Lessee desires to lease from Lessor approximately 990 rentable square feet in
Suite 507 as outlined by the floor plan. Exhibit "A," (hereinafter referred to
as the "Premises") in the building known as River Edge One, 0000 Xxxxxxxxxx
Xxxxx Xxxxxxx, Xxxxxxx , Xxxxxxx 00000-0000, as such building is more fully
and particularly described in Exhibit "B"; such exhibits attached hereto are
incorporated herein by reference.
2. TERM
The term of this Lease (hereinafter called "Term") shall be one (1) year
commencing on January 1, 1994 (hereinafter called "Commencement Date"), and
expiring at 11:59 p.m. on December 31, 1994, except as otherwise provided
herein.
3. BASE RENTAL
Lessee agrees to pay Lessor a Base Rental as follows:
PSF Monthly Annually
--- ------- --------
January 1, 1994-Decmeber 31, 1994 $14.00 $1,155.00 $13,860.00
Each monthly installment shall be due and payable promptly on the first day of
each month, in advance and without offset, deduction, or prior demand, during
the Term of this Lease. Monthly installments of Base Rent shall be payable to
RiverEdge One Associates, Ltd., c/o TMW Real Estate Management Inc., 0000
Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000-0000.
In the event that the lessee shall fail to pay monthly installment within five
(5) days of the due date, a late charge of five percent (5%) of the monthly Bas
Rental, with a minimum of twenty dollars ($20.00) per month, shall be added to
the Base Rental and paid to the Lessor for each such late payment and the same
shall be treated as additional rent. Should Lessee present a check to Lessor
that is returned from Lessee's bank for any reason, Lessor reserves the right to
ask for payment in the form of certified funds. Lessee agrees to pay Lessor
interest on all Base Rental, additional rental or other sums due hereunder, at
the rate of twelve percent (12%) per annum (or the maximum rate permitted by
applicable law, whichever is less), not paid when such amounts are due and
payable.
4. SECURITY DEPOSIT
Prior to occupancy, Lessee shall pay to Lessor, as a security deposit, the
amount of One Thousand One Hundred and Fifty-Five and No/100 Dollars ($1,155.00)
(the "Security Deposit"). The Security Deposit is refundable to Lessee within
thirty (30 days following the satisfactory completion of all the terms of the
Lease and provided that no defective conditions, other than the normal wear and
tear, are left not repaired by the Lessee, and the lessee is not otherwise in
default under this lease. Lessor may, but shall not be required to, apply all or
a portion of the Security Deposit toward sums
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due to Lessor by the Lessee hereunder, and any portion of the Security Deposited
by Lessor for such purposes shall be restored by Lessee within fifteen (15) days
after written demand therefore from Lessor. Any portion of the Security Deposit
not required to reimburse Lessor for Lessor's expense in repairing defective
conditions caused by Lessee or for paying amounts owed by Lessee to lessor,
shall be refunded to Lessee as provided above.
5. IMPROVEMENTS, REPAIRS BY LESSOR
Prior to commencement to the Term of this Lease, Lessee will, at its expense,
unless otherwise stated herein, complete, alter, renovate and/or decorate the
Premises to conform to the floor plan attached hereto as Exhibit "A" and any
specifications shown thereon. Throughout the Term of this Lease or any renewal
thereof, Lessor shall not otherwise be required to make any repairs or
improvements to Premises, except repairs necessary for safety and tenentability,
and customary office building maintenance.
6. DELIVERY OF POSSESSION TO LESSEE BY LESSOR
If Lessor, for any reason whatsoever, fails to deliver possession of Premises to
lessee at the commencement of the Term as above-specified, this Lease shall not
be void or voidable nor shall Lessor be liable to Lessee for any loss or damage
resulting therefrom; but in that event, there shall be a proportionate reduction
of rent covering the period between commencement of the Term as specified above
and the time when Lessor can deliver possession.
7. USE OF PREMISES
Lessee shall use the Premises only for business or professional office purposes
and shall not use the Premises for any illegal purpose, or violate any statute,
regulation, rule, or order of any governmental body, or create or allow to exist
any nuisance, or trespass, or do any act in or about the Premises, or bring
anything onto or in the Premises or the building containing the same which will
in any way increase the insurance on the Premises or said building, deface or
injure the Premises or such building, or overload the floor of the Premises.
8. REPAIRS BY LESSEE
Lessee, during the Term of this Lease or any extension or renewal of this Lease,
shall, at its sole cost and expense, make all repairs as shall be reasonably
necessary to keep the Premises in good repair and condition, normal wear
excepted. Lessee further agrees that all damage or injury of whatever nature
done to the Premises by the Lessee or by any person in or upon the Premises
except the Lessor, Lessor's agents, servants and employees, shall be repaired by
Lessee at its sole cost and expense.
Lessor shall maintain the structural portions of the building, including the
basic plumbing, heating and electrical systems installed in accordance with
similar building in Atlanta, but taking into consideration the age of the
building, unless the condition requiring such maintenance is caused in part or
in whole by the act, neglect, fault or omission of any duty by Lessee, its
agents, servants, employees or invitees, in which case Lessee shall pay lessor
the reasonable cost of such maintenance or repairs.
Lessor shall retain duplicate keys to all doors of the Premises and Lessor and
its agents, employees and independent contractors shall have the right to enter
the premises at reasonable hours to make repairs, additions, alterations, and
improvements that are required by this Lease or are otherwise performed with
lessee's prior written consent, to exhibit the Premises to prospective
purchasers, lenders or tenants but Lessor may enter to exhibit the Premises to
prospective tenants only during the last twelve (12) months of the Term or
following any event of default for as long as such event of default remains
uncured, and to inspect the Premises to ascertain that Lessee is complying with
all of its covenants and obligations hereunder. Lessor shall also have the right
to enter the Premises
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at reasonable hours to install, maintain, repair and replace pipes, wires,
cables, duct work, conduit and utility lines through hung ceiling space and
column space within the Premises. Lessor agrees to use reasonable efforts to
minimize any interference with Lessee's business caused by such entry. Lessor
shall, except in the case of an emergency, afford Lessee such prior notification
of an entry into the Premises as shall be reasonably practicable under the
circumstances, for the purpose of exhibiting the Premises to a prospective
purchaser or tenant. During such time as such work is being carried on in or
about the Premises, payments provided herein shall not xxxxx unless Premises or
any portion thereof are rendered unusable for more than two (2) business days
within any sixty (60) day period, and Lessee waves any claim or cause of action
against Lessor for damages by reason of interruption of Lessee's business or
loss of profits therefrom because of the prosecution of any such work or any
part thereof.
9. ALTERATIONS
Lessee shall make no alterations or other improvements to the Premises without
Lessor's prior written consent. Unless otherwise agreed, all such improved
alterations and other improvements shall be made by Lessor at Lessee's sole
expense and shall become the property of Lessor and be surrendered with the
Premises upon the expiration of this Lease.
Lessor may, at Lessor's option, require Lessee to remove any or all such
alterations, improvements, decorations and furnishings and repair any damage to
the Premises resulting from such alterations.
In the event that local, state or Federal government by legislative,
administrative, or judicial action shall in any legally enforceable manner by
ordinance, act, statute, order, mandate, rule, regulation or otherwise require
during the Term, any alteration of, or improvement to any portion of the
building, determined by Lessor's Independent Accountants to be capital in nature
based upon the application of generally accepted accounting practices ("Mandated
Alterations"), then the annual rent per square foot shall be increased as
follows:
(i) A portion of the cost of the Mandated Alterations shall be allocated
to the Lessee based upon the proportion that the number of square
feet of rentable area of the Premises bears to the number of square
feet of rentable area of the building.
(ii) Lessor's Independent Accountant shall amortize the cost over a
period of not less than five (5) years in accordance with generally
accepted accounting standards and allocate the annual amortization
of the cost to the net rentable area of the building in terms of
annual cost per square foot of rentable area (the "Amortized Annual
Cost").
(iii) Effective on the first day of the month following notice from Lessor
of the computation of he Amortized Annual Cost of the Mandated
Alterations, the Base Rent above shall be increased by the Amortized
Annual Cost, but not to exceed fifteen cents ($0.15) per square foot
multiplied by the rentable area of the Premises. The base monthly
rent shall be increased by one twelfth of such amount.
Notwithstanding the foregoing, Lessee shall not be obligated to contribute to
the cost of any Mandated Alteration unless such Mandated Alteration is the
result of an adoption of a new or changed ordinance, act, statute, order,
mandate, rule or regulation or interpretation thereof not existing on January 1,
1994.
10. RELOCATION
Upon ninety (90) days' written notice to the Lessee, Lessee may substitute for
the leased Premises other Premises in the building (the "New Premises") in which
event the New premises shall be deemed to be the leased Premises for all
purposes hereunder, provided:
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(a) The New Premises shall be similar in area and appropriateness for
Lessee's purposes.
(b) Lessor shall, at Lessor's sole expense, conform to the leasehold
improvements in the New Premises as closely as practicable to the
improvements then existing in the Premises.
(c) Lessor shall reimburse Lessee for all out-of-pocket expenses directly
resulting from such relocation, including reasonable moving expenses,
but in no event shall Lessor be responsible for any interruption in
Lessee's business caused by such relocation.
(d) Within thirty (30) days of Lessor's request, Lessee shall execute an
amendment to this Lease documenting the substitution of the New
premises under this Lease
11. SERVICES TO LESSEE
Lessor reasonably agrees to provide Lessee, as Lessor reasonably deems
necessary, subject to limitations contained in any governmental control now or
hereafter imposed or matters beyond Lessor's control and subject to cessation
for reasonable necessity, the following services:
(a) Heating and air-conditioning service daily on Monday through Friday,
inclusive, except for holidays observed by national banks as legal
holidays, from 8:00a.m. to 6:00 p.m., and on Saturdays, if not a
holiday, from 8:00 a.m. to 1:00 p.m.
(b) Electric current for building, standard tenant lighting and
small business machinery only from electric circuits designated by
Lessor for Lessee's use. Lessee will not use any electrical equipment
which in Lessor's opinion will overload the wiring installations or
interfere with the reasonable use thereof by other users in the
building. Lessee will not, without Lessor's prior written consent in
each instance, connect any items such as non-building standard
lighting, vending equipment, printing or duplicating machines,
computers (other than desktop word processors and personal computers),
auxiliary air conditioners, and other computer-related equipment to
the electrical system of the Premises, or make any alteration or
addition to the system. If any additional circuitry or wiring is
required by Lessee, and Lessor approves installation of the same in
writing, such works shall be performed at Lessee's expense by Lessor's
electrician or under Lessor's control or supervision, and Lessee shall
pay Lessor for such additional work as billed. In the event the Lessee
utilizes electric current or other utilities in excess of the amount
which would be typically utilized by normal business office use of the
Premises, then Lessor shall have the right to charge Lessee as
additional rent a reasonable sum as reimbursement for the direct cost
of such additional use or services. In the event of a disagreement as
to the reasonableness of the amount of such additional rent, the
opinion of a qualified, local and independent professional engineer
selected by Lessor in good faith shall be binding upon Lessor and
lessee. Payment for such additional electrical power shall be deemed
additional rent due from Lessee.
(c) General cleaning and janitorial service five times per week.
(d) Reasonable quantities of water to lavatories, toilets and water
fountains in or appurtenant to the Premise.
12. LIABILITY OF LESSOR
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Excepting for the willful misconduct or gross negligence of Lessor, its agents
and employees, Lessor shall not be liable to Lessee in any manner whatsoever
for failure or delay in furnishing any service provided for in this Lease, and
no such failure or delay to furnish any service or services by Lessor shall be
an actual or constructive eviction of Lessee nor shall any such event operate
to relieve Lessee from the prompt and punctual performance of each and all
covenants to be performed herein by Lessee; nor shall Lessor be liable to
Lessee for damage to person or property caused by defects in the cooling,
heating, electric, water, elevator or other apparatus or systems or by water
discharged from sprinkler systems, if any, in the Building; nor shall Lessor
be liable to Lessee for the theft, or loss of any property of Lessee whether
from the Premises or any part of the Building or property adjoining the
Building containing the Premises. Lessor agrees to make reasonable efforts to
protect Lessee from interference or disturbance of third persons including
other tenants, however, Lessor shall not be liable for any such interference
or disturbance whether caused by another tenant or tenants or Lessor or other
person, not shall Lessee be relieved form any obligation herein because of
such interference, disturbance or breach.
13. LESSOR'S RIGHT TO ENTER PREMISES
Lessee shall not change the locks on any entrance to the Premises. Upon
Lessee's written request to Lessor, Lessor will make a reasonable change of
locks on behalf of Lessee at Lessee's sole cost and expense. Lessor and its
agents, employees, and contractors shall have the right upon reasonable
advance notice to Lessee (except in emergencies) to enter the Premises to make
necessary repairs, additions, alterations, and improvements to the Premises or
Building, including, without limitation, the erection, use and maintenance of
pipes and conduits and to show the Premises to prospective tenants and
purchasers.
14. DEFAULT
The occurrence of any of the following shall constitute an event of default
hereunder by Lessee:
(a) The Base Rent payable under this Lease (including any additional rent) or
any sum of money due hereunder is not paid when due, and such failure to
pay continues for more than five (5) days after Lessee's receipt of
notice thereof from t he Lessor. Provided, however, that the Lessor shall
not be required to provide Lessee with the notice and the five-day period
set forth in this subparagraph more than three (3) times during the Term
of this Lease, and the forth and each subsequent failure to timely pay
such sums shall immediately constitute and event of default hereunder.
(b) The Premises are deserted, vacated, or not used as regularly and
consistently as would normally be expected for similar premises put to
the same or similar purposes as set forth herein, even though the Lessee
continues to pay the stipulated Base Rent, and such condition is not
corrected within ten (10) days of Lessee's receipts of notice thereof
from Lessor to Lessee. Provided, however, that Lessor shall not be
required to provide the Lessee with the notice and ten (10) day period
set forth in this subparagraph more than once during the term of this
Lease, and the second, and each subsequent, occurrence of such condition
shall immediately constitute an event of default hereunder.
(c) Lessee or any guarantor of this Lease files any petition for debt relief
under any section or chapter of the national or federal bankruptcy code
or any other applicable federal or state bankruptcy, insolvency or other
similar act.
(d) Any petition is filed against Lessee under any section or chapter of the
national or federal bankruptcy code or any other applicable federal or
state bankruptcy, insolvency or other similar act, and such petition is
not dismissed within sixty (60) days after the date of such filing.
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(e) Lessee or any guarantor of this Lease shall become insolvent or transfer
property to defraud creditors or there shall be a material adverse change
in the net worth or credit rating of the Lessee or such guarantor.
(f) Lessee makes material misrepresentations to lessor prior to or
contemporaneously with the execution of this Lease.
(g) Lessee or any guarantor of this Lease shall make an assignment for the
benefit of creditors.
(h) A receiver is appointed for any of the for any of the assets of Lessee or
any guarantor of the Lease, and such receiver is not removed within sixty
(60) days of Lessee's receipt of notice from Lessor to obtain such
removal.
(i) A lien is filed against the Premises or Lessor's estate therein by reason
of any work, labor services or materials performed or furnished, or
alleged to have been performed or furnished, to Lessee or anyone holding
the Premises by, through or under Lessee, and Lessee fails to cause the
same to be vacated and canceled of record, or bonded off in accord with
the provisions of this Lease, within twenty (20 days of the filing date
thereof.
(j) Lessee fails to observe, perform and keep each and every of the
covenants, agreements. provisions, stipulations and conditions contained
in this Lease to be observed, performed and kept by Lessee, including
without limitation the "Rules and Regulations" for the project of which
the Premises is a part, and unless otherwise specified herein, Lessee
persists in such failure for twenty (20 days after receipt of notice by
Lessor requiring that Lessee correct such failure.
15. REMEDIES
Upon the occurrence of any material default by Lessee, Lessor shall have the
option to do and [perform any one or more of the following:
(a) Termination of Lease- Terminate this Lease, in which event Lessee shall
immediately surrender the Premises to Lessor. If Lessee shall fail to do
so, Lessor may, without notice and prejudice to any other remedy
available, enter and take possession of the Premises and remove Lessee or
anyone occupying the Premises and its effects without being liable to
prosecution or any claim for damages. In the event of termination of this
Lease, Lessee shall be responsible to Lessor for (i) all payments due
under this Lease prior to the date of termination, (ii) all costs
incurred by Lessor in connection with such termination, and (iii) the
entire amount of Base Rent, Additional Rents and other charges due
hereunder for the remainder of the Term, with such difference discounted
to its present value by using a discount factor of 6%. Such amount shall
be paid by Lessee to Lessor immediately upon demand by Lessor and shall
constitute liquidated damages and not a penalty or forfeiture (Lessee and
Lessor agree that the actual damages are impossible to ascertain and that
the amount described above is a reasonable estimate thereof). If Lessor
elects to terminate this Lease, Lessee's liability to Lessor for damages
shall survive such termination.
(b) Lessor may correct such default and Lessee shall reimburse Lessor upon
demand for the cost incurred by Lessee in curing such default.
(c) Reletting of Premises- Enter upon and take possession of the Premises as
agent of Lessee without terminating (termination shall only occur by
written notice of termination from lessor to Lessee) this Lease and
without being liable to prosecution or any claim for damages. Lessor may
relet the Premises and in that connection may make any suitable
alterations or refurb***************************************************
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**********************************************n this Lease, and upon
such other terms (including the granting of concessions) as Lessor solely
determines to be acceptable. If Lessor elects to reenter and relet all or
any portion of the Premises Lessor shall apply the rent so elected as
follows:
(1) first, to any amount due hereunder other than the Base Rent and
Additional Rent;
(2) second, to the payment of costs and expenses of such reletting;
(3) third, to the payment of Rental and Additional Rent;
(4) forth, the residue shall be held and applied to future Base Rent and
Additional Rent due hereunder and if any such excess exists at the
termination of this Lease shall be paid over to Lessee.
No such reentry or taking possession of the Premises shall be construed as an
election on Lessor's part to terminate this Lease unless a written notice of
such intention be given to Lessee. Lessor, however, shall have no duty to relet
the Premises and Lessor's failure to do so shall not release Lessee's liability
for rent or damages. Lessor shall have the right to rent any other available
space in the building before reletting or attempting to relet the Premises.
16. CUMMULATIVE REMEDIES
The above-stated remedies of the Lessor shall be deemed to be in addition to,
and not in lieu of, any other rights and remedies provided Lessor either at law
or in inequity. No delay in enforcing the provisions of the Lease shall be
deemed to constitute a waiver of such default by Lessor, and the pursuit by
Lessor of one or more remedies shall not be deemed to constitute an election
against other remedies.
17. EFFECT OF TERMINATION OF LEASE
No termination of this Lease prior to the normal ending thereof by lapse of time
or otherwise shall effect Lessor's right to collect sums due hereunder for the
period prior to termination thereof.
18. ASSIGNMENT AND SUBLETTING
Lessee May not, without prior written consent of Lessor, which consent shall not
be unreasonably withheld, assign this lease or any interest hereunder, or sublet
Premises or any part thereof, or permit the use of Premises by any other party
other than Lessee or an entity which owns, is owned by, or is under common
ownership with lessee. In the event Lessee wishes to sublease the Premises or
assign the Lease, Lessor has the right, but not the obligation, to terminate the
lease effective as of the date Lessee vacates the Premises. Should Lessor elect
to terminate the Lease, Lessee shall be relieved of any liability or obligation
to pay rent beyond the date of termination. Consent to one assignment or
sublease shall not destroy or waive this provision, and all later assignments
and subleases shall become liable directly to Lessor for all obligations of
Lessee hereunder, without relieving Lessee's liability.
In making Lessor's determination to approve or disapprove a proposed assignment
or sublease hereunder, Lessor and Lessee agree that Lessor may withhold its
consent or any proposed assignment or sublease, and such withholding of consent
by Lessor will not be deemed to be unreasonable, (1) if the proposed assignee or
subtenant is not a reputable party or is a party who would (or whose use would)
detract from the character of the building, such as. Without limitation, a
dental, medical, or chiropractic office or a governmental office, or (2) if the
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proposed assignee or subtenant shall be engaged in a business in the Premises
which is not consistent with the then standards of the building or is not
permitted by or would contravene the provisions of this Lease, or (3) if the
Lease or use of the Premises or any portion thereof by such subtenant or
assignees will cause Lessor to be in violation of any restrictive use covenants
granted by Lessor to any other tenant in the building in such tenants' lease, or
(4) if, in the case of a proposed assignment or sublease the proposed assignee
is not of sufficient financial worth to perform its obligations under this lease
as such obligations become due; provided, however, it is understood and agreed
that the reasons outlined above in this sentence are not intended, and shall not
be construed, to be an exclusive list of reasonable basis upon which Lessor may
withhold its consent and Lessor reserves the right to disapprove of a proposed
assignment or sublease by virtue of such other reasonable bases.
Upon execution of any sublease or assignment approved by Lessor under this
Article 18, a fully-executed counterpart of the sublease or assignment shall be
promptly delivered to Lessor by Lessee.
A change, whether voluntary, involuntary, or by operation of law, or a merger,
consolidation or other reorganization of more than 49% ownership in Lessee shall
be deemed an voluntary assignment of this Lease and subject to the provisions of
Article 18.
19. DESTRUCTION OR DAMAGE TO THE PREMISES
If the Premises are totally destroyed (or so substantially damages as to be
untenantable) by storm, fire, earthquake, or other casualty caused by the act or
failure to act by the Lessee, and the Premises cannot in the judgment of Lessor
be restored by the Lessor within 120 days, this Lease shall terminate as of that
date. If the Premises are damaged but not rendered wholly untenantable by any
such casualty, rental shall xxxxx in proportion as the Premises have been
damaged and lessor shall at Lessor's option (i) restore the Premises as speedily
as practicable to substantially the same condition as existed immediately
preceding such casualty, whereupon full rent shall recommence, or (ii) notify
Lessee within thirty (30) days that this Lease is terminated.
20. REMOVAL OF FIXTURES
Lessee may (of not in default hereunder) prior to the expiration of this Lease,
or any extension thereof, remove all unattached and movable personal property
and equipment which Lessee has placed in the Premises, provided Lessee repairs
all damages to premises caused by such removal. All personal property of Lessee
remaining on the Premises after the end of the Term shall be deemed conclusively
abandoned, notwithstanding that title to or a security interest in such personal
property in any manner deems it proper, in its sole discretion. Lessee hereby
waives and releases any claim against Lessor arising out of the removal or
disposition of such personal property. Lessee shall reimburse Lessor the cost
of removing such personal property.
21. LEASING BROKER/AGENT'S COMMISSION
Lessor And Lessee each represent to the other that they have dealt with no
broker, agent, or finder (hereinafter referred to as "Broker") in connection
with this Lease other than Broker as set forth in "Agent's Disclosure." Lessor
and Lessee hereby indemnify the other and agree to hold the other harmless from
and against any and all claims, causes, demands, losses, liabilities, fees.
Commissions, settlements, judgments, damages, expenses and fees (including
attorney's fees and court costs) in connection with any claim for commission,
fees compensation or other charge relating in any way to this Lease, or to the
consummations of the transactions contemplated hereunder, which may be made by
any person, firm or entity (other than Broker which shall be the responsibility
of Lessor) based upon any agreement or agreements made or alleged to have been
made by such party or its representative. The provisions of this paragraph
shall survive termination or expiration of this Lease.
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22. ATTORNEY'S FEES
If any rent owing under this Lease is collected by or through an attorney at
law, Lessee agrees to pay Lessor's reasonable attorney's fees and other
reasonable costs of collection.
23. ENTIRE AGREEMENT
This Lease, including any attachments made a part hereof, contains the entire
agreement of the parties and no representations, inducements, promises or
agreements, oral or otherwise, between the parties not embodied herein shall be
of any force or effect. No failure of Lessor to exercise any power given Lessor
hereunder or to insist upon strict compliance by Lessee of any obligation
hereunder or to insist upon strict compliance by Lessee of any obligation
hereunder, and no customer practice of the parties at variance with the terms
hereof shall constitute a waiver of lessor's right to demand exact compliance
with the terms hereof.
24. SUBORDINATION AND ATTORNMENT
Lessee agrees that this Lease shall be subject and subordinate to any mortgage,
security deed, loan deed or similar instruments now on paid Premises and to all
advances already made, or which may hereafter be made, on account of said
instruments to the full extent of all debts and charges secured thereby and to
any renewals or extensions of all or any part thereof and to any such
instruments which any owner of said Premises nay hereafter at any time elect to
place on said Premises, and Lessee agrees upon request to hereafter execute any
paper or papers which counsel for Lessor may deem necessary to accomplish that
end and, in default of Lessee so doing, that Lessor is hereby empowered to
execute such paper or papers in the name of Lessee, and as the act and deed of
Lessee, and this authority is hereby declared to be coupled with an interest and
not revocable. It is further understood and agreed, however, that neither such
subordination, nor any foreclosure of any such instrument, shall affect Lessee's
right to continuing possession of the Premises under the terms of this Lease so
long as Lessee shall not default in the performance of Lessee's obligations
hereunder.
25. ESTOPPEL CERTIFICATE
Upon Lessor's request the Lessee shall execute, acknowledge, and deliver to the
Lessor, within ten (10) days from the date of said request: (a) a "mortgagee's
acceptance letter" and/or a statement in writing certifying that this Lease is
in full force and effect and continuing the dates to which the rent and any
other charges have been paid, and the statement so delivered to the Lessor may
be relied upon by any prospective purchaser of, or by any mortgagee upon, the
building of which the Premises are a part; and (b) the most recent financial
statements of Lessee and any guarantor of this Lease; and (C) an estoppel
certificate from any guarantor of this Lease certifying that said guaranty is in
full force and effect.
26. NO ESTATE IN LAND
This Lease shall create the relationship of landlord and tenant between Lessor
and Lessee; no estate shall pass out of Lessor, Lessor has only a usufruct, not
subject to levy and sale and not assignable by Lessee except by Lessor's
consent.
27. RIGHTS CUMMULATIVE
All rights, powers and privileges conferred hereunder upon parties hereto shall
be cumulative but not restrictive to those given by law.
28. HOLDING OVER
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If Lessee remains in possession after expiration of the Term hereof, without
Lessor's acquiescence and without any distinct written agreement of the parties,
Lessee shall be a tenant at sufferance, and there shall be no renewal of this
Lease by operation of law. During any such holdover period, Lessee shall pay
holdover rent equal to 200% of the last Base Rental amount due from Lessee prior
to such holdover.
29. SURRENDER OF PREMISES
At termination of this Lease, Lessee shall surrender Premises and keys thereof
to Lessor in same condition as at commencement of Term, normal wear and tear
only excepted.
30. SERVICE
All notices under this Lease shall be sent to Lessee:
ICI
0000 Xxxxxxxxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
and to Lessor:
RiverEdge Associates, Ltd.
C/o TMW Real Estate Management Inc.
0000 Xxxxxxxxxx Xxxxx xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
31. DAMAGE OR THEFT OF PERSONAL PROPERTY
Lessee agrees that all personal property brought into the Premises shall be at
the risk of the Lessee only and that the Lessor shall not be liable for these
thereof or any damages thereto occasioned from any act of any co-tenant, or
other occupants of said Building or any other person.
32. RULES AND REGULATIONS
The rules and regulations with regard to the Building of which the Premises are
a part, annexed hereto, and all rules and regulations which Lessor may
hereafter, from time to time, adopt and promulgate for the government and
management of said Building, are hereby made a part of this lease as Exhibit "C"
and shall, during the Term of this Lease, be in all things observed and
performed by lessee and by Lessee's employee's, servants and agents.
33. EMINENT DOMAIN CLAUSE
It is mutually agreed that if the whole or any part of the Premises shall be
taken by Federal, State, City or County authority for public use, or under any
statute, or by right of eminent domain, then when possession shall be taken
thereunder of said Premises, or any part thereof, the Term hereby granted and
all rights of the Lessee hereunder shall immediately cease and terminate. It is
expressly agreed that the Lessee shall not have any right or claim of any award
made to or received by Lessor of such taking.
34. DEFINITIONS
"LESSOR" AS USED IN THIS Lease shall include first party, his heirs,
representative, assigns and successors in title to Premises. "Lessee shall
include second party, his heirs and
10
representatives, and if this lease shall be validly assigned or sublet, shall
include also Lessee's assignees or sublessee, as to premises covered by such
assignment or sublease. "Agent" shall include third party, his successor,
assigns, heirs and representatives. "Lessor", "Lessee" and "Agent" include male
and female, singular or plural, corporation, partnership or individual, as may
fit the particular parties.
35. INDEMNIFICATION
Subject to the other provisions of this Lease, Lessee hereby indemnifies Lessor
from and agrees to hold Lessor harmless against, any and all liability, loss,
cost, damage or expense, including, without limitation. Court costs and
reasonable attorney's fees, imposed on Lessor by any person whomsoever, caused
by the negligence or willful misconduct of Lessee, or any of its partners,
employees, contractors, servants, agents, subtenants, or legal representatives.
Subject to the provisions of this Lease, Lessor hereby indemnifies Lessee from,
and agrees to hold Lessee harmless against, any and all liability, loss, cost,
damage or expense, including without limitation, court costs and reasonable
attorney's fees, imposed on Lessee by any person whomsoever, caused by the
negligence or willful misconduct of Lessor or any of its partners, employees,
contractors, servants, agents, or legal representatives. The provisions of this
Article 35 shall survive the expiration or any termination of this Lease.
36. INSURANCE
During the Term of this Lease, and any extension and renewal thereof, Lessee,
at its sole cost and expense, shall carry and maintain, and shall deliver to
Lessor a certificate of insurance evidencing such coverage both prior to taking
possession of the Premises and annually thereafter, the following types of
insurance with insurance companies rated no less than A, Class VI as in the
current edition of Best's Guide:
(a) Property Insurance on the Special or All-Risk From, in amounts
sufficient to replace Lessee's personal property and all improvements
to the Premises on a Replacement Cost New basis.
(b) Commercial General Liability Insurance with limits of no less than
$2,000,000 per occurrence, $2,000,000 General Aggregate and $2,000,000
Completed Operations Aggregate.
(c) Worker's Compensation Insurance with liability limits required by the
laws of the state in which the Premises is located.
Such insurance shall, to the extent permitted by law, name lessor as an
additional insured and provide for thirty (30) days prior written notice to
Lessor prior or any modification or termination of said insurance.
Lessor and Lessee shall each have included (so long as commercially reasonable
and obtainable) in all policies of all risks, fire, extended coverage, business
interruption and other insurance respectively obtained by them covering the
Premises, the building and contents therein, a waiver by the insurer of all of
subrogation against the other in connection with any loss or damage thereby
insured against. Any additional premium for such waiver shall be paid by the
primary insured. To the full extent permitted by law, Lessor and Lessee each
waives all right of recovery against the other (and any officers, directors,
partners, employees, agents, and representatives of the other) for, and agrees
to release the other from liability for, loss or damage to the extent such loss
or damage is covered by valid and collectible insurance in effect covering the
party seeking recovery at the time of such loss or damage would be covered by
the insurance required to be maintained under this Lease by the party seeking
recovery. If the release of either party, as set forth in the immediately
preceding sentence, should contravene
11
any law with respect to exculpatory agreements, the liability of the party in
question shall be deemed not released but shall be secondary to the liability of
the other's insurer.
37. AGENT'S DISCLOSURE
XxXxxxxxx Realty Corporation represented the Lessor in this transaction and will
be compensated by the Lessor by separate agreement.
38. HAZARDOUS WASTE
The term "Hazardous Substances", as used in this Lease shall mean pollutants,
contaminants, toxic or hazardous wastes, or any other substances, the removal of
which is required or the use of which is restricted, prohibited or penalized by
any "Environmental Law", which term shall mean any federal, state or local law
or ordinance relating to pollution or protection of the environment. Lessee
hereby agrees that (i) no activity will be conducted on the Premises that will
produce any Hazardous Substance, except for such activities that are part of the
ordinary course of Lessee's business (the "Permitted Activities"), provided such
Permitted Activities are conducted in accordance with all environmental laws and
have been approved in advance, in writing, by Lessor; (ii) the Premises will
not be used in any manner for the storage of any Hazardous Substances except for
the temporary storage of such materials that are used in the ordinary course of
Lessee's business *the "Permitted Materials"), provided such Permitted materials
are properly stored in a manner and location meeting all Environmental Laws and
approved in advance, in writing, by Lessor; (iii) Lessee will not permit any
Hazardous Substances to be brought onto the Premises, except for the permitted
materials described above, and if so brought or found located thereon, the same
shall be immediately removed, with proper disposal, and all required cleanup
procedures shall be diligently undertaken pursuant to all Environmental Laws,
If, at any time during or after the Term of the Lease, the Premises are found to
be so contaminated or subject to said conditions, Lessee agrees to indemnify and
hold Lessor harmless from all claims, demands, actions, liabilities, costs,
expenses, damages and obligations of any nature arising from, or as a result of,
the use of the Premises by Lessee. The foregoing indemnification shall survive
the termination or expiration of this Lease.
39. EXCULPATION OF LESSOR
Lessor's obligations and liability to Lessee with respect to this Lease shall be
limited solely to Lessor's interest in the Building, and neither Lessor nor any
joint ventures (if any), partners, officers, directors, employees or
shareholders of or in lessor shall have any personal liability whatsoever with
respect to this Lease.
40. TELEPHONE SERVICE
Lessee acknowledges and agrees tat securing and arranging for telephone service
to the Premises is the sole responsibility of Lessee and that Lessor has no
responsibility or obligation to provide or arrange such telephone service, nor
to permit installation of any facilities or equipment in the Building outside
the Premises in connection with providing telephone service to the Premises.
41. SIGNAGE
Lessor agrees that Lessee shall be listed on the Building directory at no cost
or expense to Lessee. Lessee shall not place any signs, decals or other
materials upon the windows or suite doors of the Premises nor on the exterior
walls of the Premises. Lessor agrees to provide Lessee, at Lessee's expense,
one building standard suite door tenant identification sign. Any additional
signage desired by the Lessee shall be approved, in writing, by Lessor and the
management company of the Building, which shall be granted in their sole
discretion.
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42. FORCE MAJEURE
In the event of a strike, lockout, labor trouble, civil commotion, act of God or
any other cause (collectively hereinafter called "Force Majeure") outside and
beyond Lessor's control, resulting in the impairment of Lessor's ability to
perform any obligation or provide any service hereunder, this Lease shall not
terminate except at Lessor's election, and Lessee's obligation to pay Base
Monthly Rental, additional rental and all other charges and sums due payable by
Lessee shall not be altered or excused and Lessor shall not be considered to be
in default under this lease or liable in damages to Lessee in any manner.
43. LIENS
Lessee shall keep the Premises, the building, and property upon which the
building 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 Lessee, its assignees and subtenants. Should any such lien or
claim of lien be filed an recorded, Lessee shall bond against or discharge the
same within ten days after written request of Lessor; provided that the Lessee
shall have the right to contest the validity of any lien or claim if the Lessee
shall first have posted a bond to insure that upon final determination of the
validity of such lien or claim the lessee shall immediately pay any judgment
rendered against it with all proper costs and charges, and shall have such lien
released without cost to Lessor.
Nothing contained in this Lease shall be deemed or construed as constituting the
consent or request of Lessor, expressed or implied, to any contractor,
subcontractor, laborer, mechanic, 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 Lessee a right,
power or authority to contract for or permit there rendering of any services or
the furnishing of any materials that would give rise to the filing of any
mechanic's or materialman's lien or claim of lien against the Premises or the
Lessee's interest therein, the building or the property upon which the building
is located.
44. SPECIAL STIPULATIONS
Insofar as the following stipulations conflict with any of the foregoing
provisions, the following shall control: See Addendum of Special Stipulations
attached hereto and by reference incorporated herein.
[SIGNATURE APPEARS ON NEXT PAGE]
IN WITNESS WHEREOF, THE PARTIES HAVE HEREUNTO SET THEIR HANDS AND SEALS, IN
QUADRUPLICATE, THE DAY AND YEAR FIRST ABOVE WRITTEN.
LESSOR: RIVEREDGE ONE ASSOCIATES, LTD.
BY: TMW Real Estate management, Inc.,
its Authorized Agent
Signed, sealed, and delivered
in the presence of:
_____________________________ _______________________________________
13
President
_________________________
Notary Public
LESSEE:
ICI, INTERNATIONAL CompuTex, INC.
Signed, sealed, and delivered
in the presence of:
_____________________________ _____________________________________
_________________________ Its: ____________________________________
Notary Public
ADDENDUM
SPECIAL STIPULATIONS
1. Lessor shall provide Lessee with a $1,980 tenant improvement allowance
which shall be used by Lessee to paint the Premises.
1. This Lease is subject to cancellation of the existing lease for the
Premises with Progressive Insurance Company.
14
PARTITION PLAN
15
EXHIBIT B
DESCRIPTION OF PROPERTY
All that tract or parcel of land lying and being in Landlots 205 and 210 of the
17/th/ District, Xxxxxx County, Georgia, and being more particularly described
as follows:
TO FIND THE POINT OF BEGINNING, commencing at the point where the northern line
of Landlot 205 intersects the northwesterly line of the right-of-way of
Northside Drive (a 50-foot right-of-way); run thence south 22 degrees 33
minutes 43 seconds west along the northwesterly line of the right-of-way of said
Northside Drive a distance of 20.67 feet to a point; run thence south and
southwesterly along the northwesterly line of the right-of-way of said Northside
Drive and along the arc of a curve having a chord bearing south 34 degrees 52
minutes 02 seconds west for 76.91 feet, a distance of 77.05 feet to a point; run
thence south 41 degrees 20 minutes 49 seconds west along the northwesterly line
of the right-of-way of said Northside Drive a distance of 300.75 feet to a
point; run thence southwest and south along the westerly line of the right-of-
way of said Northside Drive and along the arc of a curve having a chord bearing
south 23 degrees 45 minutes 46 seconds west for 447.18 feet, a distance of
454.38 feet to a point; running thence southwest and south along the westerly
line of the right-of-way of said Northside Drive and along the arc of a curve
having a chord bearing south 00 degrees 27 minutes and 20 seconds east for
246.20 feet; a distance of 247.18 feet to a point; run thence south and
southwest along the westerly line of the right-of-way of said Northside Drive
and Interstate North Parkway (an 80-foot right-of way) and along the arc of a
curve having a chord bearing south 19 degrees 38 minutes 19 seconds west of
86.22 feet, a distance of 91.28 feet to a point; run thence south 52 degrees 56
minutes 58 seconds west along the westerly line of the right-of-way of said
Northside Drive and said Interstate North Parkway a distance of 25.91 feet to a
point; run thence southwest and south along the westerly line of the right-of-
way of said Interstate North Parkway and along the arc of a curve having a chord
bearing south 34 degrees 08 minutes 55 seconds west for 487.42 feet, a distance
of 496.27 feet to a point; run thence south 15 degrees 20 minutes 52 seconds
west along the westerly line of the right-of-way of said Interstate North
Parkway a distance of 55.29 feet to the POINT OF BEGINNING; FROM THE POINT OF
BEGINNING AS THUS ESTABLISHED, running thence south 15 degrees 20 minutes 52
seconds west along the westerly line of the right-of-way of said Interstate
North Parkway a distance of 260.00 feet to a point; running thence south and
southwest along the westerly line of the right-of-way of said Interstate North
Parkway and along the arc of a curve having a chord bearing south 44 degrees 39
minutes 19 seconds west for 893.61 feet, a distance of 933.81 feet to a right-
of-way monument; running thence south 73 degrees 57 minutes 46 seconds west a
distance of 72.42 feet to a point; running thence south 78 degrees 14 minutes 13
seconds west a distance of 238.65 feet to a point; running thence north 25
degrees 06 minutes 03 seconds east a distance of 473.09 feet to a point;
running thence north 67 degrees 39 minutes 10 seconds east a distance of 143.74
feet to a point; running thence north 37 degrees 26 minutes 01 seconds a
distance of 307.18 feet to a point; running thence north 55 degrees 00 minutes
00 seconds east a distance of 250.00 feet to a point; running thence north 72
degrees 52 minutes 58 seconds east a distance of 287.73 feet to the POINT OF
BEGINNING; being property containing 9.0 acres according to a Boundary Survey
prepared for Xxxx & Land Enterprises by X.X. Xxxx Engineers, Inc., bearing the
certification of X.X. Xxxxxxxxx, Georgia Registered Land Surveyor No. 1476,
date June 28, 1977, and last revised June 24, 1979.
EXHIBIT B
RIVEREDGE ONE EASEMENT
16
All that tract or parcel of land lying and being in Landlots 205 and 210 of the
17/th/ District, Xxxxxx County, Georgia, and being more particularly described
as follows:
TO FIND THE POINT OF BEGINNING, commencing at the point where the northern line
of Landlot 205 intersects the northwesterly line of the right-of-way of
Northside Drive (a 50-foot right-of-way); run thence south 22 degrees 33
minutes 43 seconds west along the northwesterly line of the right-of-way of said
Northside Drive a distance of 20.67 feet to a point; run thence south and
southwesterly along the northwesterly line of the right-of-way of said Northside
Drive and along the arc of a curve having a chord bearing south 34 degrees 52
minutes 02 seconds west for 76.91 feet, a distance of 77.05 feet to a point; run
thence south 41 degrees 20 minutes 49 seconds west along the northwesterly line
of the right-of-way of said Northside Drive a distance of 300.75 feet to a
point; run thence southwest and south along the westerly line of the right-of-
way of said Northside Drive and along the arc of a curve having a chord bearing
south 23 degrees 45 minutes 46 seconds west for 447.18 feet, a distance of
454.38 feet to a point; running thence southwest and south along the westerly
line of the right-of-way of said Northside Drive and along the arc of a curve
having a chord bearing south 00 degrees 27 minutes and 20 seconds east for
246.20 feet; a distance of 247.18 feet to a point; run thence south and
southwest along the westerly line of the right-of-way of said Northside Drive
and Interstate North Parkway (an 80-foot right-of way) and along the arc of a
curve having a chord bearing south 19 degrees 38 minutes 19 seconds west of
86.22 feet, a distance of 91.28 feet to a point; run thence south 52 degrees 56
minutes 58 seconds west along the westerly line of the right-of-way of said
Northside Drive and said Interstate North Parkway a distance of 25.91 feet to a
point; run thence southwest and south along the westerly line of the right-of-
way of said Interstate North Parkway and along the arc of a curve having a chord
bearing south 34 degrees 08 minutes 55 seconds west for 487.42 feet, a distance
of 496.27 feet to a point; run thence south 15 degrees 20 minutes 52 seconds
west along the westerly line of the right-of-way of said Interstate North
Parkway a distance of 55.29 feet to the POINT OF BEGINNING; FROM THE POINT OF
BEGINNING AS THUS ESTABLISHED, running thence south 15 degrees 20 minutes 52
seconds west along the westerly line of the right-of-way of said Interstate
North Parkway a distance of 260.00 feet to a point; running thence south and
southwest along the westerly line of the right-of-way of said Interstate North
Parkway and along the arc of a curve having a chord bearing south 44 degrees 39
minutes 19 seconds west for 893.61 feet, a distance of 933.81 feet to a right-
of-way monument; running thence south 73 degrees 57 minutes 46 seconds west a
distance of 72.42 feet to a point; running thence south 78 degrees 14 minutes 13
seconds west a distance of 238.65 feet to a point; running thence north 25
degrees 06 minutes 03 seconds east a distance of 473.09 feet to a point;
running thence north 67 degrees 39 minutes 10 seconds east a distance of 143.74
feet to a point; running thence north 37 degrees 26 minutes 01 seconds a
distance of 307.18 feet to a point; running thence north 55 degrees 00 minutes
00 seconds east a distance of 250.00 feet to a point; running thence north 72
degrees 52 minutes 58 seconds east a distance of 287.73 feet to the POINT OF
BEGINNING; being property containing 9.0 acres according to a Boundary Survey
prepared for Xxxx & Land Enterprises by X.X. Xxxx Engineers, Inc., bearing the
certification of X.X. Xxxxxxxxx, Georgia Registered Land Surveyor No. 1476,
date June 28, 1977, and last revised June 24, 1979.
17
EXHIBIT C
RULES AND REGULATIONS
1. The sidewalks, entry passages, corridors, halls, elevators, and stairways
shall not be obstructed by Lessee, or used by them for any other purpose
other than those of ingress and egress. The floors, skylights and windows
that reflect or admit light into any place in the building in which the
Premises are located, shall not be covered or obstructed by Lessee. The
water closets and other water apparatus shall not be used for any other
purpose than those for which they were constructed and no sweepings,
rubbish, or other obstructing substances, shall be thrown therein. Any
damage resulting to them or to associated system from misuse shall be borne
by Lessee who, or whose clerks, agents or servants shall cause it.
2. No advertisements or other notice shall be inscribed, painted, or affixed
on any part of the outside or inside of said building, except upon the
doors, and of such order, size and style, and at such places as shall be
designated by Lessor. Interior signs or doors will be supplied by Lessee by
Lessor, the cost of the signs to be charged to and paid by Lessee.
3. No Lessee shall do or permit to be done in the Premises, or bring or keep
anything therein, which shall in any way increase the rate of fire
insurance on said building, or on property kept therein, (only artificial
and fire resistant Christmas trees and/or decorations are permitted), or
obstruct or interfere with the rights of other Lessees, or in any way
injure or annoy them, or conflict with any of the rules and ordinances of
the Board of health. Lessee, their clerks and servants, shall maintain
order in the building, shall not make or permit any improper noise in the
building or interfere in any way with other tenants or those having
business with them. Nothing shall be thrown by the Lessee, their clerks or
servants, out the windows or doors, or down the passages or skylights of
the building. No rooms shall be occupied or used as sleeping lodging
apartments at any time. No part of the building shall be used or in any way
appropriated for gambling, immoral or other unlawful practices, and no
intoxicating liquors shall be sold in said building.
4. Lessee shall not employ any other persons other than the janitors of
Lessors (who will be provided with passkeys into the offices) for the
purpose of cleaning or taking charge of the Premises.
5. No animals, birds, bikes, or other vehicles, or other obstructions, shall
be allowed in the offices, halls, corridors, elevators or elsewhere in the
building.
6. All Lessees and occupants shall observe strict care not to leave their
windows open when it rains or snows and, for any fault or carelessness in
any of these respects, shall make good any injury sustained by other
Lessees to Lessor for damage to paint, plastering or other parts of the
building, resulting from such default or carelessness. No painting shall be
done, nor shall any alterations be made, to any part of the building by
putting up or changing any partitions, doors or windows, nor shall there be
any nailing, boring or screwing into the woodwork or plastering nor shall
any connection be made to the electric wires or gas or electric fixtures,
without the consent in writing on each occasion of Lessor or its agent.
Lessor requires Lessees to monitor all installation of communications and
other non-electrical wiring to insure that all installed wiring is of a
plenum-rated type and that all relevant building and fire codes are
concerning plenum-rated wiring are maintained by the installer. All glass,
locks and trimmings in or upon the doors and windows of the building shall
be kept whole and, when any part thereof shall be broken, the same shall be
immediately replaced or repaired and put in order under the direction and
to the satisfaction of Lessor, or its agents, and shall be left whole and
in good repair. Lessee shall not injure, overload, or deface the building,
woodwork or the walls of the Premises, nor carry upon the Premises any
noisome, noxious, noisy or offensive business.
18
EXHIBIT C
RULES AND REGULATIONS
7. No more than two keys for each office will be furnished without charge. No
additional locks or latches shall be put upon any door without the written
consent of Lessor. Lessee, at termination of their lease of the Premises,
shall return to lessor all keys to doors in building.
8. Lessor in all cases retains the power to prescribe the weight and position
of iron safes or other heavy articles.
9. The use of burning fluid, camphor, alcohol, benzene, kerosene or anything
except gas or electricity for lighting the Premises, is prohibited. No
offensive gases or liquids will be permitted.
10. If Lessee desires blinds or window covering of any kind over the windows,
they must be of such shape, color and material as may be prescribed by
Lessor, and shall be erected with Lessor's consent and at the expense of
said Lessee. No awning shall be placed on said building.
19
