EXHIBIT 10.37
0000 XXXXXXXX XXXXXXXXX XXXXXXX
SUBLEASE AGREEMENT
------------------
This sublease agreement (this "Sublease") made as of October 29, 1998, by
and between GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation
("GECC"), and MAPICS, INC., a Georgia corporation ("MAPICS").
WHEREAS, Development Authority of Xxxxxx County, as landlord ("Development
Authority") and National Build To Suit Windward, L.L.C., an Illinois limited
liability company, as tenant ("NBTS") entered into that certain Lease Agreement
("Prime Lease") dated December 1, 1996 and recorded in Deed Book 23337, Page 6,
Xxxxxx County, Georgia records for the lease of the Project (as that term is
defined under the Prime Lease) located at 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxx 00000 ("Premises"); a copy of the Prime Lease has been
delivered by GECC to MAPICS prior to MAPICS' execution and delivery of this
Sublease;
WHEREAS, NBTS, as sublandlord, subleased the Project to GECC, as subtenant,
pursuant to that certain Amended and Restated Build to Suit Sublease dated
December 1, 1996, as amended by that certain First Addendum to Amended and
Restated Build to Suit Sublease dated January 1, 1997 ("Intermediate Lease"); a
copy of the Intermediate Lease has been delivered by GECC to MAPICS prior to
MAPICS' execution and delivery of this Sublease;
WHEREAS, GECC, as subsublandlord, desires to sublease a portion of the
Premises to MAPICS, as subsubtenant, and MAPICS desires to sublease from GECC
approximately 119,276 square feet of rentable area located in the building
("Building") located on the Premises.
NOW, THEREFORE, for and in consideration of the covenants and agreements
set forth in this Sublease, GECC and MAPICS hereby agree as follows:
W I T N E S S E T H:
--------------------
1. PRIME LEASE AND INTERMEDIATE LEASE. MAPICS acknowledges that GECC's right
----------------------------------
title and interest to the Premises derives from the Prime Lease and the
Intermediate Lease, however MAPICS is not assuming and shall not be bound by any
obligation under the Prime Lease or the Intermediate Lease, but shall only be
liable for the obligations set forth in this Sublease. GECC shall remain
responsible for complying with all terms and conditions of the Prime Lease and
Intermediate Lease.
2. SUBLEASED PREMISES; SUBLEASE TERM. GECC hereby leases to MAPICS and MAPICS
---------------------------------
hereby leases from GECC approximately (i) 16,693 square feet of rentable area
located on the first floor ("First Floor") of the Building, (ii) 50,090 square
feet of rentable area located on the second floor ("Second Floor") of the
Building, and (iii) 52,493 square feet of rentable area located on the third
floor ("Third Floor") of the Building; all as more particularly depicted on the
Floor Plan attached hereto as Exhibit "A" and made a part hereof (the First
-----------
Floor, Second Floor and Third Floor space together with the Leased Equipment, as
defined hereinafter, is referred to collectively as the "Subleased Premises").
MAPICS hereby acknowledges and agrees (a) with respect to the First Floor, that
the square footage of usable area is 14,516 and that the square footage of
rentable area is determined by multiplying the square footage of usable area by
a factor of 1.15, (b) with respect to the Second Floor, that the square footage
of usable area is 45,954.47 and that the square footage of rentable area is
determined by multiplying the square footage of usable area by a factor of 1.09,
and (c) with respect to the Third Floor, that the square footage of usable area
is 48,159.17 and that the square footage of rentable area is determined by
multiplying the square footage of usable area by a factor of 1.09. For the
purpose of this Sublease, GECC and MAPICS hereby expressly agree that the total
square footage of the Subleased Premises is 119,276 square feet of rentable area
and 108,629.64 square feet of usable area. Except as otherwise provided in
Exhibit "C" attached hereto and incorporated herein by this reference, the term
-----------
of this Sublease (the "Sublease Term") shall commence on March 1, 1999 (the
"Commencement Date"); the Sublease Term shall expire on October 31, 2007, unless
earlier terminated in accordance with the terms hereof.
Prior to the Commencement Date, at such reasonable times as MAPICS and GECC
shall agree upon, MAPICS shall have the right to enter the telephone room on the
first floor of the west wing of the Building for the purpose of installing a
separate new telephone switch (the "MAPICS Phone Switch") for the exclusive use
of MAPICS during the Sublease Term. The dimensions and location of the MAPICS
Phone Switch inside the telephone room shall be subject to the prior written
approval of GECC. During installation of the MAPICS Phone Switch, MAPICS shall
have access to the telephone room and, moreover, may bring into the telephone
room as many technicians as are reasonably necessary to complete installation of
the MAPICS Phone Switch; provided, however, that each and every one of said
technicians shall be accompanied in the telephone room, at all times, by Xxxxxx
X. Xxxxxxx or such other individual representative of MAPICS as Xx. Xxxxxxx may
designate by prior written notice to GECC. At all times during the Sublease
Term, MAPICS shall have access to the telephone room for the purpose of
maintaining the MAPICS Phone Switch; provided, however, that said access shall
be subject to the following conditions:
(1) Access to the MAPICS Phone Switch on behalf of MAPICS shall be limited
to one technician who shall, at all times, be accompanied by Xxxxxx X.
Xxxxxxx or such other individual representative of MAPICS as Xx.
Xxxxxxx may designate by prior written notice to GECC; and
(2) No party entering the telephone room on behalf of MAPICS shall have
contact with any switch or other equipment in the telephone room
except the MAPICS Phone Switch.
3. RENT. The rent hereunder ("Rent") initially shall be Twenty-Two and 95/100
----
Dollars ($22.95) per square foot of rentable area per annum. MAPICS agrees to
pay Rent to GECC, subject to the increases under paragraph 4 hereinbelow, in the
monthly amount of Two Hundred Twenty-Eight Thousand One Hundred Fifteen and
35/100 Dollars ($228,115.35), which monthly
-2-
payments shall be made on the first day of each full calendar month during the
Sublease Term. Said monthly payments of Rent shall be prorated and paid as
appropriate for any partial calendar month during the Sublease Term. If any
monthly payment of Rent is not received by the tenth (10th) day of the month, a
late fee equal to five percent (5%) of the monthly payment amount shall be due
and payable concurrently with said late payment. Rent hereunder consists of the
two following components:
(i) a base amount for MAPICS' use and occupancy of the Subleased Premises
(the "Base Rent") which amount is not attributable in any manner
whatsoever to Operating Expenses (as that term is defined in paragraph
14(a) hereinbelow) of the Building -- the initial Base Rent under this
Sublease is Sixteen and 95/100 Dollars ($16.95) per square foot of
rentable area per annum; and
(ii) an amount attributable to MAPICS' Prorata Share of Operating Expenses
of the Building (the "Operating Expense Contribution") -- for the
purpose of calculating the initial Rent under this Sublease, the
Operating Expense Contribution is Six and no/100 Dollars ($6.00) per
square foot of rentable area per annum. From and after January 1,
2000, any increase in the Operating Expense Contribution shall be
calculated in accordance with the requirements of paragraph 4(b)
hereinbelow.
4. ADJUSTMENT OF RENT. Beginning on January 1, 2000, and continuing on January
------------------
1 of each and every successive year during the Sublease Term, Rent shall be
adjusted as follows:
(a) Adjustment of Base Rent. Base Rent shall be increased by three percent
-----------------------
(3%). Accordingly, Base Rent during the Sublease Term shall conform to the
following schedule:
PERIOD ANNUAL AMOUNT MONTHLY AMOUNT
------ ------------- --------------
03/01/1999 through 12/31/1999 $1,684,773.50 $168,477.35
(10 months)
01/01/2000 through 12/31/2000 2,082,380.05 173,531.67
01/01/2001 through 12/31/2001 2,144,851.45 178,737.62
01/01/2002 through 12/31/2002 2,209,197.00 184,099.75
01/01/2003 through 12/31/2003 2,275,472.91 189,622.74
01/01/2004 through 12/31/2004 2,343,737.09 195,311.42
01/01/2005 through 12/31/2005 2,414,049.21 201,170.77
01/01/2006 through 12/31/2006 2,486,470.68 207,205.89
01/01/2007 through 10/31/2007 2,134,220.67 213,422.07
(10 months)
(b) Adjustment of Operating Expense Contribution. The Operating Expense
--------------------------------------------
Contribution shall be adjusted to an amount that equals the product of (a)
MAPICS' Prorata Share (as that term is defined in paragraph 14(b) hereinbelow),
multiplied by (b) the amount by which annual Operating Expenses exceed Six and
no/100 Dollars ($6.00) per square foot of
-3-
rentable area in the Building; provided, however, that in no event shall the
Operating Expense Contribution be reduced to an amount less than the initial
Operating Expense Contribution under this Sublease (i.e., $715,656.00 per annum;
----
$59,638.00 per month), and in no event shall MAPICS owe more than $6.00 per
square foot of rentable area per annum for the Operating Expense Contribution
for any period prior to January 1, 2000.
5. FIRST RENT PAYMENT. Concurrently with MAPICS' execution of this Sublease,
------------------
MAPICS shall pay to GECC Rent due for the first full calendar month of the
Sublease Term.
6. ACCEPTANCE OF SUBLEASED PREMISES; IMPROVEMENTS. With respect to the Second
----------------------------------------------
Floor and Third Floor of the Subleased Premises, MAPICS shall take the Subleased
Premises on an "AS IS" basis. With respect to the First Floor of the Subleased
Premises, taking of possession by MAPICS shall be deemed conclusively to
establish that (i) the Improvements (as that term is defined in paragraph 15
hereinbelow) have been completed in accordance with the Plans (as that term is
defined in paragraph 15 hereinbelow), and (ii) the First Floor of the Subleased
Premises is in good and satisfactory condition, as of the date possession is
taken by MAPICS, subject to punchlist items, which shall be GECC's obligation to
repair and any defects covered by warranties from contractors or suppliers. In
the event of any dispute as to substantial completion of the Improvements by
GECC, completion of the Improvements shall be conclusively deemed upon GECC's
delivery to MAPICS of (a) a certificate of occupancy issued by the appropriate
governmental authority, and (b) a certificate of substantial completion from
GECC's architect. Except for the Improvements to be made with respect to the
First Floor, the condition of the Subleased Premises on the Commencement Date
shall not be different in any material respect from the condition of the
Subleased Premises on the date of this Sublease.
7. PARKING. MAPICS shall have the right to use four (4) unassigned and
-------
uncovered parking spaces in the surface parking area immediately adjacent to the
Building for each 1,000 square feet of rentable area located in the Subleased
Premises. In addition, GECC shall, at MAPICS' request, designate three (3)
parking spaces in said parking area as reserved parking spaces for the exclusive
use of MAPICS' visitors; the specific parking spaces to be reserved for MAPICS'
visitors shall be determined jointly by MAPICS and GECC.
8. HVAC. Provided that MAPICS is not in default under any of the covenants
----
under this Sublease beyond any applicable cure period hereunder after notice of
default by GECC, GECC shall provide heating, ventilation and air conditioning
("HVAC") to the Subleased Premises in accordance with the standards set forth on
Exhibit "G" attached hereto between the hours of 7:00 a.m. and 6:00 p.m. on
-----------
Business Days (as defined below) and between the hours of 8:00 a.m. and 1:00
p.m. on Saturdays unless Saturday is a legal holiday. GECC shall provide, on a
floor by floor basis, HVAC service at times in addition to those specified in
the preceding sentence, at MAPICS' sole expense, provided MAPICS gives GECC
notice prior to noon (in the case of after-hours service on weekdays) and prior
to 10:00 a.m. on Fridays or the day preceding a holiday (in the case of after-
hours service on Saturdays, Sundays or legal holidays). GECC shall charge
MAPICS for after-hours service at GECC's then-standard rates; on the date of
this Sublease the rate for said after-hours service is Fifty and no/100 Dollars
($50.00) per hour per air handler. Payment for such charges shall be due and
payable to GECC within ten (10) days after
-4-
GECC's demand therefor. GECC's obligation to provide after-hours HVAC service
may be interrupted by reason of accident or emergency or for repairs,
replacements or alterations until such repairs, replacements or alterations have
been completed. For the purpose of this Sublease, "Business Days" shall mean all
days except Saturdays, Sundays and the following legal holidays: New Year's Day,
Memorial Day, Independence Day (July 4th), Labor Day, Thanksgiving and
Christmas.
9. ELECTRICITY. GECC shall furnish to MAPICS normal and usual electricity for
-----------
lighting purposes and the operation of ordinary office equipment. Except for
any rental abatement that might apply in accordance with paragraph 28.B(a)
below, GECC shall not be liable in any way to MAPICS for any failure or defect
in the supply or character of electrical energy furnished to the Subleased
Premises by reason of any requirement, act or omission of the public utility
serving the Building with electricity. Other than the computer room (which
shall be separately metered), MAPICS' use of electrical energy in the Subleased
Premises shall not at any time exceed the capacity of any of the electrical
conductors and equipment in or otherwise serving the Subleased Premises. GECC's
obligation to provide electrical services to the Subleased Premises shall be
limited to four (4) xxxxx per square foot of rentable area in the Subleased
Premises. MAPICS shall, at MAPICS' sole cost and expense, install a separate
electric meter in the computer room located in the Subleased Premises. In order
to ensure that the capacity limits set forth in this paragraph are not exceeded
and to avert a possible adverse impact on the Building electrical service,
MAPICS shall give notice to GECC whenever MAPICS shall connect to the Building
electrical distribution system any electrically operated equipment other than
lamps, typewriters, desktop computers and word processors and similar small
office machines. MAPICS shall pay as additional rent to GECC monthly, as
billed, such charges for electricity consumption in the Subleased Premises which
(i) exceed the capacity limits set forth in this paragraph, and (ii) may be
separately metered as contemplated herein.
10. TELECOMMUNICATION/DATA SYSTEM. MAPICS shall have access to the Building's
-----------------------------
Category 5 enhanced cabling, provided that prior to exercising said access
rights, MAPICS must request and obtain written approval from GECC of the precise
location and manner of said access (which approval may not be unreasonably
withheld, conditioned or delayed by GECC). MAPICS shall have the right, at
MAPICS' sole cost and expense, to install in the Subleased Premises a switch to
facilitate MAPICS' use of said cabling. Upon the expiration or earlier
termination of this Sublease, MAPICS shall remove said switch from the Subleased
Premises and promptly repair any damage to the Subleased Premises resulting from
such removal.
11. AUDIO VISUAL SYSTEM. MAPICS shall have exclusive use of the enhanced audio
-------------------
visual systems located within the Subleased Premises on the Second Floor (a) in
each of the two conference rooms located in the west wing executive briefing
center and (b) in the conference room on the east wing. Said audio visual
systems consist of an Electrohome data/video projector with an Extron cable
interface and include an AMX master control system with an electronic light
dimming system.
-5-
12. ACCESS. MAPICS and its employees shall have card reader access to the
------
Building during nights, weekends and holidays and to the Subleased Premises
seven (7) days per week, twenty-four (24) hours per day.
13. SIGNS. GECC shall, at GECC's cost, provide signage in the lobby area of
-----
the Building and at the entrance of the Subleased Premises identifying MAPICS'
name. GECC shall have the right to approve the size, color and style of such
signage proposed by MAPICS, which approval shall not be unreasonably withheld,
conditioned or delayed. In addition, MAPICS shall have the right to display, on
one of the three flagpoles on the south side of the Building, a flag with
MAPICS' corporate logo; provided, however, that (i) the flagpole to be used by
MAPICS shall be determined by GECC, and (ii) the size, color and style of said
flag shall be subject to the same approval rights of GECC applicable to MAPICS'
signage. Finally, no tenant in the Building shall have signage on, in or around
the Building with prominence greater than the signage of MAPICS.
14. OPERATING EXPENSES.
------------------
(a) Operating Expenses. "Operating Expenses", as used in this Sublease,
------------------
shall mean any and all expenses of every kind, both fixed and variable and
including, without limitation, any and all federal, state and local taxes
(except income taxes), fees and assessments now or hereafter existing, as are
incurred with respect to the ownership, management, operation, or maintenance of
the Building, the surface parking area immediately adjacent to the Building, all
appurtenances, and any expenses under the Prime Lease or the Intermediate Lease
to the extent any expenses under the Prime Lease or the Intermediate Lease
increase after the date of this Sublease, all as recorded on an accrual basis
and in accordance with accepted principles of sound management and expense
control and accounting practices applicable to first-class office building
complexes. Provided, however, in no event shall Operating Expenses include: (i)
the cost of any service (e.g., electricity) that GECC sells to MAPICS and for
which GECC is entitled to be reimbursed by MAPICS; (ii) leasing/brokerage
commissions (including, without limitation, those set forth in paragraph 22
below), attorneys' fees and other costs and expenses incurred in connection with
negotiations or disputes with tenants or other occupants of the Building or
prospective tenants; (iii) the cost of any work (such as preparing a tenant's
space for occupancy, including painting and decorating) or service (such as
separately metered electricity) performed for any specific tenant (including
MAPICS) of the Building (as distinguished from work or services performed
generally for all tenants); (iv) management fees in excess of four percent (4%)
of gross annual collections for the Building; (v) any other interest or
amortization of debt; (vi) compensation paid to clerks or attendants in the
cafeteria, concessions or newsstands; (vii) any cost or expense for which GECC
is separately reimbursed or for which GECC receives a credit from any other
party, such as casualty or condemnation proceeds; (viii) any costs, fines or
penalties incurred due to violations by GECC of any governmental rule or
authority; (ix) the cost of installing, operating and maintaining any specialty
service, such as a cafeteria, retail store, sundry shop, newsstand, concession,
or athletic or recreational club; (x) the cost of correcting defects in
construction and removal of asbestos-containing material; (xi) salaries of
GECC's officers and partners and its headquarters staff; (xii) the cost of any
work performed or service provided for any tenant of the Building to a
materially greater extent or in a materially more favorable manner
-6-
than that furnished generally to the other tenants and occupants; (xiv) the cost
of any additions to the Premises, or Operating Expenses generated by such
additions, after the date of this Sublease; (xv) the cost of any repairs,
alterations, additions, changes, replacements, rental payments and the like
which, under generally accepted accounting principles and practices, are
properly classified as capital expenditures, except for any such capital
expenditures which reduce Operating Expenses and are amortized over the useful
life of the subject improvements at a reasonable interest rate; (xvi) the cost
of any repair made in accordance with paragraph 28(K) below; (xvii) insurance
premiums to the extent any tenant causes GECC's existing insurance premiums to
increase or requires GECC to purchase additional insurance; (xviii) rental under
the Prime Lease, the Intermediate Lease or any other ground lease or other
underlying lease; (xix) any advertising expenses; (xx) any costs representing an
amount paid to a related party or affiliate of GECC which is in excess of the
amount which would have been paid in the absence of such relationship; (xxi) any
expenses for repairs or maintenance which are covered by warranties, guarantees
or service contracts (excluding any mandatory deductibles); or (xxii) legal
expenses arising out of the construction, operation, use, occupation or
maintenance of the Building, or the enforcement of the provisions of any
agreements affecting the Premises, including this Sublease. In addition to the
foregoing exclusions from Operating Expenses, GECC and MAPICS hereby acknowledge
and agree that the following costs incurred or to be incurred by GECC shall not
be included in Operating Expenses:
(i) the cost of facilitating Georgia Power Company's direct
connection to the Building of electrical service; and
(ii) the cost of facilitating direct connection to the Building of
telephone service.
(b) Computation. After the end of each calendar year during the Sublease
-----------
Term, GECC shall compute the total Operating Expenses incurred for the Building
during such calendar year and shall allocate to MAPICS all Operating Expenses
based on MAPICS' Prorata Share, which allocation of Operating Expenses shall be
made in accordance with paragraph 4(b) of this Sublease. As used in this
Sublease, the term "MAPICS' Prorata Share" shall mean and refer to a fraction,
the numerator of which is the number of square feet of rentable area in the
Subleased Premises and the denominator of which is the number of square feet of
rentable area in the Building. MAPICS' Prorata Share is 47.71% on the date of
this Sublease (i.e., 119,276 = .4771).
---- -------
250,000
(c) Payment as Additional Rent. Subject to GECC's right to estimate
--------------------------
Operating Expenses pursuant to subsection (d) of this paragraph, MAPICS shall,
within thirty (30) days after demand therefor by GECC, pay to GECC any
adjustment amount calculated in accordance with paragraph 4(b) above for each
calendar year of the Sublease Term commencing with calendar year 2000.
(d) GECC's Right to Estimate. GECC may, at its discretion (i) make from
------------------------
time to time during the Sublease Term a reasonable estimate of the Operating
Expenses which may become due during any calendar year commencing with calendar
year 2000, (ii) require MAPICS
-7-
to pay to GECC for each calendar month during such year one twelfth (1/12) of
any adjustment amount calculated in accordance with paragraph 4(b) above, and
(iii) at GECC's reasonable discretion, increase or decrease from time to time
during such calendar year the amount initially so estimated for such calendar
year, all by giving MAPICS written notice thereof, accompanied by a schedule
setting forth in reasonable detail the expenses comprising the Operating
Expenses, as so estimated. In such event, GECC shall cause the actual amount of
Operating Expenses to be computed and certified to MAPICS within ninety (90)
days after the end of such calendar year. In the event of any deficiency
therein, MAPICS shall pay to GECC the amount of such deficiency within fifteen
(15) days of the demand therefor. In the event of any overpayment therein,
MAPICS shall be entitled to a credit on future rent in the amount of such
overpayment or if after the term of this Sublease, shall be entitled to a refund
of such amount paid within one hundred five (105) days after the end of the
final calendar year.
(e) Proration. If only part of any calendar year falls within the
---------
Sublease Term, the amount computed as Operating Expenses for such calendar year
shall be prorated in proportion to the portion of such calendar year falling
within the Sublease Term.
(f) Books and Records. MAPICS shall have the right at reasonable times
-----------------
and upon prior notice to GECC to inspect the records maintained by GECC with
respect to Operating Expenses. In the event an audit of Operating Expenses by
MAPICS for any calendar year reveals errors in the calculation of Operating
Expenses which resulted in overcharges of more than three percent (3%) of the
total annual amount of Operating Expenses, GECC shall bear the cost of such
audit (and shall reimburse MAPICS within ten (10) days of written demand
accompanied by a copy of the invoice therefor) and such overcharge shall be
treated as an overpayment under subparagraph (d) above.
15. IMPROVEMENTS TO FIRST FLOOR. GECC shall cause the improvements
---------------------------
("Improvements") to be made on the First Floor in accordance with the plans and
specifications described on Exhibit "B" (the "Plans"), which Improvements shall
-----------
be constructed in accordance with the work letter attached hereto as Exhibit
-------
"C".
---
16. LEASED EQUIPMENT. During the Sublease Term, MAPICS shall have the right to
----------------
use and shall not remove from the Subleased Premises (except as provided below)
the (i) furniture, fixtures and equipment located (a) on the Second Floor and
Third Floor and listed on Exhibit "D" attached hereto and incorporated herein by
-----------
this reference and (b) in the east wing of the First Floor and listed on Exhibit
-------
"E" attached hereto and incorporated herein by this reference, and (ii) Audio
---
Visual System described in paragraph 11 hereinabove (the items described in (i)
and (ii) of this paragraph hereinafter are collectively referred to as "Leased
Equipment"). GECC hereby represents and warrants to MAPICS that GECC owns the
Leased Equipment, free and clear of any liens or encumbrances whatsoever. GECC
shall either assign to MAPICS, or upon written request of MAPICS enforce, all
warranties covering the Leased Equipment. If, at any time during the Sublease
Term, MAPICS delivers written notice to GECC that MAPICS desires to return to
GECC all or any portion of the Leased Equipment (which notice shall specifically
identify the items of Leased Equipment that MAPICS desires to return to GECC),
GECC shall remove from the Subleased Premises the Leased Equipment identified in
-8-
MAPICS' notice, which removal shall be performed within ten (10) business days
after the date on which GECC receives said notice from MAPICS. Any Leased
Equipment removed from the Subleased Premises by GECC in accordance with the
immediately preceding sentence shall thereupon be deemed removed from Exhibit
-------
"E" and shall no longer be Leased Equipment hereunder; provided, however, that
---
no such removal of Leased Equipment from the Subleased Premises shall either (a)
reduce the Rent payable under this Sublease, or (b) reduce the purchase price
for the Leased Equipment, as said purchase price is set forth in the immediately
succeeding sentence. Upon the expiration or earlier termination of this
Sublease, MAPICS shall return all remaining Leased Equipment to GECC in as good
condition as when received, ordinary wear excepted; provided, however, that, in
lieu of returning the Leased Equipment to GECC at the expiration of the Sublease
Term, MAPICS shall have the right at the expiration of the Sublease Term to
purchase the Leased Equipment from GECC for the purchase price of Two Hundred
Thousand and no/100 Dollars ($200,000.00). MAPICS shall, during the Sublease
Term, maintain contents insurance coverage against loss, theft, damage or
destruction of the Leased Equipment, which insurance shall be in the full
replacement value of the Leased Equipment; GECC shall be named as additional
insured under said insurance and MAPICS shall provide GECC with evidence of said
coverage within ten (10) days after GECC's request therefor. GECC and MAPICS
shall not be under any obligation to renew, repair or replace any inadequate,
obsolete, worn out, unsuitable, undesirable, inappropriate or unnecessary Leased
Equipment. MAPICS acknowledges and agrees that it is leasing the Leased
Equipment in an "AS IS" condition. MAPICS further acknowledges that GECC has
not made and hereby specifically disclaims any representations or warranties of
any kind, either express or implied, as to the physical condition of the Leased
Equipment. To the maximum extent permitted by law, the Leased Equipment is
leased to MAPICS in its "AS IS" and "WITH ALL FAULTS" condition and, except for
the warranty of ownership given by GECC hereinabove, GECC expressly disclaims
any and all representations, warranties or guaranties of any kind, oral or
written, express or implied, concerning the Leased Equipment, including, without
limitation (i) the condition, merchantability, or fitness for a particular use
or purpose of the Leased Equipment, and (ii) the quality, state of repair, or
lack of repair of the Leased Equipment. MAPICS has inspected the Leased
Equipment prior to execution of this Sublease, and the Leased Equipment shall be
delivered by GECC to MAPICS on the Commencement Date in substantially the same
condition that exists on the date of this Sublease, reasonable wear and tear
excepted.
17. RIGHT OF FIRST OFFER. For the purpose of this paragraph, the term "Second
--------------------
Generation Space" shall mean and refer to any space in the Building which, on or
after the Commencement Date hereof, (i) is occupied, leased or subleased to a
party other than MAPICS (including, without limitation such space occupied by
GECC or its affiliates), (ii) subsequently becomes available and, in fact, is
offered by GECC for subleasing to any party unaffiliated with GECC. MAPICS
shall be entitled to a right of first offer with respect to the Second
Generation Space as set forth in this paragraph. GECC shall provide MAPICS
written notice twelve (12) months prior to any Second Generation Space becoming
available or, if GECC becomes aware of said availability less than twelve (12)
months prior to the date of availability, GECC shall notify MAPICS promptly
after GECC learns that the Second Generation Space will become available.
MAPICS shall have a period of sixty (60) days from MAPICS' receipt of such
notice of availability to reply; provided, however, that MAPICS shall have a
period of only ten (10) days
-9-
to reply if GECC's notice of availability is delivered less than twelve (12)
months prior to the date of availability as hereinabove provided. If MAPICS
notifies GECC within said sixty-day period or ten-day period, as the case may
be, that MAPICS will take such space, then GECC shall deliver possession of such
space to MAPICS on an "AS-IS" basis promptly after the prior subtenant or
occupant vacates such space and relinquishes all claims with respect thereto,
whereupon such space shall be added to the Subleased Premises on the same terms
and conditions then in effect under this Sublease. If MAPICS rejects said space
or does not reply within said sixty-day period or ten-day period, as the case
may be, GECC may then offer the Second Generation Space to any other potential
subtenant without further obligation to MAPICS until such Second Generation
Space again becomes available. The right of first offer contained in this
paragraph shall be effective continuously during the Sublease Term with respect
to Second Generation Space each and every time Second Generation Space becomes
available as a consequence of expiration or termination of a sublease affecting
Second Generation Space during the Sublease Term.
18. SURRENDER OF SUBLEASED PREMISES. Upon the termination or cancellation of
-------------------------------
this Sublease, MAPICS will peacefully surrender possession of the Subleased
Premises to the Development Authority, NBTS, or GECC, as the case may be, and
MAPICS agrees to return the Subleased Premises in the same condition as the
Subleased Premises existed at the date of MAPICS' occupancy thereof, except for
ordinary wear and tear and improvements to the Subleased Premises.
19. DEFAULT. In the event MAPICS fails to perform, or defaults on, any of the
-------
covenants or agreements of this Sublease, GECC, subject to the notice and right
to cure terms hereinafter stated, may terminate this Sublease and pursue any and
all rights and remedies available at law or in equity.
20. NOTICE AND RIGHT TO CURE. Notwithstanding anything contained herein to the
------------------------
contrary, in the event of any default by MAPICS of MAPICS' obligations under
this Sublease, GECC shall notify MAPICS in writing of said default; provided,
however, that GECC shall have no obligation to notify MAPICS of MAPICS'
nonpayment of Rent under this Sublease more than twice in any period of twelve
(12) consecutive months during the Sublease Term. For a period of ten (10)
consecutive calendar days after the date of any such notice from GECC concerning
a monetary default by MAPICS under this Sublease, MAPICS shall have the right to
cure the default evidenced in the notice. For a period of thirty (30)
consecutive calendar days after the date of any such notice from GECC concerning
a nonmonetary default by MAPICS under this Sublease, or if such nonmonetary
default cannot be cured with thirty (30) days, such additional reasonable time
as may be necessary to complete such cure as long as MAPICS commences such cure
with said thirty (30) days and diligently pursues such cure thereafter, MAPICS
shall have the right to cure the default evidenced in the notice. In the event
MAPICS fails to cure any default under this Sublease within the time periods
specified in this paragraph, GECC shall have the right, after expiration of the
applicable cure period, to proceed with enforcement of GECC's rights and
remedies arising out of any such default by MAPICS.
-10-
21. NOTICE. Any and all notices, demands, requests, and responses thereto
------
pursuant to this Sublease shall be in writing, signed by or on behalf of the
party giving the same, and shall be effective upon receipt by the addressee
thereof, regardless of how delivered, or upon the date which is three (3) days
after being deposited in the United States mail, postage prepaid, certified or
registered mail, return receipt requested, to the other party at the address set
forth below or at such other address as such other party may designate by notice
specifically designated as a notice of change of address and given in accordance
herewith. Rejection or other refusal to claim or accept, or inability to
deliver because of a changed address of which no notice has been received, shall
also constitute receipt. Any such notice, demand, or request shall be addressed
as follows:
GECC: General Electric Capital Corporation
0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Asset Manager
With a copy to: American Resurgens Management Corp.
-------------- 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, President
MAPICS: Prior to Commencement Date:
------ --------------------------
Xx. Xxxxxx X. Xxxxxxx
Manager of Operations
MAPICS, Inc.
0000-X Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
With a copy to: Xxxxxx Xxxxxxxx, Esq.
-------------- General Counsel
MAPICS, Inc.
0000-X Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
After Commencement Date:
-----------------------
Xx. Xxxxxx X. Xxxxxxx
Manager of Operations
0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
-11-
With a copy to: Xxxxxx Xxxxxxxx, Esq.
-------------- General Counsel
MAPICS, Inc.
0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
22. BROKERS. Each party represents and warrants to the other that it has not
-------
had dealings with any real estate broker, finder or other person with respect to
this Sublease except for CB Commercial Real Estate Group, Inc., The Xxxxxx
Company and American Resurgens Management Corp. (collectively, the "Brokers"),
and GECC hereby indemnifies MAPICS and agrees to hold MAPICS harmless with
respect to any commission due Brokers in connection with this Sublease. Each
party hereby indemnifies and agrees to defend and hold the other party harmless
from and against all claims for broker's commissions or finder's fees in breach
of the foregoing representation and warranty.
23. BINDING EFFECT. This Sublease shall be binding upon and inure to the
--------------
benefit of the parties hereto and their respective transferees, successors, and
assigns. No assignment of this Sublease by GECC shall be effective unless the
assignee assumes all the obligations of GECC hereunder and provides written
notice thereof to MAPICS.
24. AGREEMENT; AMENDMENTS. This Sublease supersedes all prior discussions and
---------------------
agreements between the parties hereto with respect to this Sublease, the
Subleased Premises, and all other matters contained herein with respect thereto.
This Sublease may not be modified or amended unless such amendment is in writing
and signed by GECC and MAPICS.
25. SEVERABILITY. If any of the provisions of this Sublease shall be held to
------------
be invalid, illegal, or unenforceable for any reason, such circumstances shall
not affect any other provisions hereof. This Sublease shall be construed as if
such invalid, illegal, or unenforceable provision had never been herein.
26. TIME OF THE ESSENCE. Time is and shall be of the essence of this Sublease.
-------------------
27. INDEMNITY. MAPICS agrees to protect and hold GECC harmless and indemnified
---------
from and against all claims, demands, actions, suits, judgments, decrees,
orders, liabilities, or expenses including without limitation attorneys' fees
and disbursements arising out of or on account of any damage or injury,
including wrongful death sustained or claimed to have been sustained by any
person or to any property in or upon the Subleased Premises, unless the same is
caused by or results from the negligence, recklessness, or willful act of GECC,
its employees, agents, invitees, or licensees. GECC agrees to protect and hold
MAPICS harmless and indemnified from and against all claims, demands, actions,
suits, judgments, decrees, orders, liabilities, or expenses including without
limitation attorneys' fees and disbursements arising out of or on account of any
damage or injury, including wrongful death sustained or claimed to have been
sustained by any person or to any property in or upon the common areas of the
Building and the Premises,
-12-
unless the same is caused by or results from the negligence, recklessness, or
willful act of MAPICS, its employees, agents, invitees, or licensees.
28. ADDITIONAL PROVISIONS.
---------------------
A. Occupancy and Use. MAPICS shall use and occupy the Subleased
-----------------
Premises for general office purposes (which shall include software development
and support) and for no other use or purpose without the prior written consent
of GECC. Moreover, MAPICS shall not do or permit anything to be done in or
about the Subleased Premises which will in any way obstruct or interfere with
the rights of other tenants or occupants of the Building or injure or annoy any
of said other tenants or occupants; nor shall MAPICS use or allow the Subleased
Premises to be used for any immoral or unlawful purposes or for any business,
use or purpose reasonably deemed by GECC to be disreputable or inconsistent with
the operation of a first class office building; nor shall MAPICS cause or
maintain or permit any nuisance or breach of the peace, in, on, or about the
Subleased Premises; nor shall MAPICS cause any items to be placed in the
Subleased Premises which will exceed the load capacities of the Building.
MAPICS shall not commit or suffer the commission of any waste in, on, or about
the Subleased Premises.
B. Repairs and Maintenance.
-----------------------
(a) GECC shall cause the Building and the Premises (including, without
limitation, the entranceway, parking lot, driveways and grounds) to be
maintained in a first class condition comparable to other first class
office buildings in the Atlanta area. GECC shall be responsible for
maintaining in good repair and operational all Building components and
systems serving the Subleased Premises, including, without limitation,
elevator service in the Building 24 hours a day, seven days a week,
overhead lighting (and replacement of bulbs and ballasts) serving the
Subleased Premises, hot and cold domestic water serving the Subleased
Premises, HVAC in accordance with paragraph 8 above, electricity in
accordance with paragraph 9 above and access in accordance with paragraph
12 above. In the event Building services are interrupted and render all or
any portion of the Subleased Premises untenantable for a period of more
than five (5) business days, rent shall be abated during such period on a
proportionate basis consistent with the portion of the Subleased Premises
that is untenantable, but only if the untenantable portion of the Subleased
Premises, in fact, is not used or occupied by MAPICS. If the entire
Subleased Premises remains untenantable for a period of ninety (90)
consecutive days, MAPICS may terminate this Sublease by written notice to
GECC.
(b) MAPICS shall, at all times during the Sublease Term, at MAPICS'
sole cost and expense, keep the Subleased Premises and every part thereof
in good order, condition and repair, excepting ordinary wear and tear,
damage thereto by fire, earthquake, act of God or the elements. MAPICS
shall upon the expiration or sooner termination of the Sublease Term,
surrender to GECC the Subleased Premises in the same condition as when
received, ordinary wear and tear, damage by fire, earthquake, act of God,
or the elements excepted.
-13-
(c) GECC shall exercise commercially reasonable efforts to ensure that
all of the computers and programmed equipment which operate any of the
Building components shall remain operational notwithstanding the onset of
the year 2000 and the potential computer problems associated with the year
2000.
C. Assignment and Subletting.
-------------------------
(a) MAPICS shall not sell, assign, encumber or otherwise transfer by
operation of law or otherwise this Sublease or any interest herein, sublet
the Subleased Premises or any portion thereof, or suffer any other person
to occupy or use the Subleased Premises or any portion thereof, without the
prior written consent of GECC, not to be unreasonably withheld, conditioned
or delayed.
(b) Any subletting or assignment hereunder by MAPICS shall not result
in MAPICS being released or discharged from any liability under this
Sublease. Moreover, except with respect to a subletting or assignment
permitted by subparagraph (e) below, to the extent the amount of any
payments (monthly or otherwise) received by MAPICS under any sublease or
assignment (including for the Leased Equipment, but excluding any payments
received by MAPICS for any other leased equipment owned or provided by
MAPICS) exceed the amount of any payments then due under this Sublease from
MAPICS to GECC, all such excess payments -- after payment of all reasonable
and actual out-of-pocket expenses incurred by MAPICS in connection with
said sublease or assignment -- shall (i) be delivered to GECC immediately
upon receipt thereof by MAPICS, and (ii) not credited against payments
thereafter due from MAPICS to GECC under this Sublease, it being
acknowledged that all such excess payments delivered to GECC shall be
deemed additional consideration for GECC's consent to the sublease or
assignment pursuant to which said excess payments are received by MAPICS.
As a condition to GECC's prior written consent as provided for in this
paragraph, the assignee or sublessee shall agree in writing to comply with
and be bound by all of the terms, covenants, conditions, provisions and
agreements of this Sublease, and MAPICS shall deliver to GECC promptly
after execution, an executed copy of each sublease or assignment and an
agreement of said compliance by each sublessee or assignee.
(c) MAPICS shall reimburse GECC, within ten (10) days from receipt of
GECC's invoice, all GECC's reasonable and actual third party costs and
expenses, including reasonable legal fees, for reviewing and processing any
requests for GECC's consent made by MAPICS with respect to the subject
matter of this paragraph.
(d) GECC's consent to any sale, assignment, encumbrance, subletting,
occupation, lien or other transfer shall not release MAPICS from any of
MAPICS' obligations hereunder or be deemed to be a consent to any such
subsequent occurrence. Any sale, assignment, encumbrance, subletting,
occupation, lien or other transfer of this Sublease which does not comply
with the provisions of this paragraph shall be void.
-14-
(e) Notwithstanding the provisions of this paragraph, MAPICS shall
have the right, without the necessity or any consent from, or prior written
notice to, GECC: (i) to sublet all or part of the Subleased Premises to any
related corporation or entity which controls MAPICS, is controlled by
MAPICS, or is under common control with MAPICS; or (ii) to assign this
Sublease to a successor corporation into which or with which MAPICS is
merged or consolidated or which acquires substantially all of MAPICS'
assets and property, provided that: (a) such successor corporation assumes
substantially all of the obligations and liabilities of MAPICS; and (b)
MAPICS shall provide prompt written notice to GECC the of such sublease or
assignment. For the purpose hereof, "control" shall mean ownership of not
less than fifty percent (50%) of all the voting stock or legal and
equitable interest in such corporation or entity. In no event shall GECC
be entitled to any of the consideration received by MAPICS for any
subletting or assignment permitted under this subparagraph (e). On or
before the fifth (5th) business day after the effective date of any
subletting or assignment by MAPICS under this subparagraph (e), MAPICS
shall deliver to GECC (y) written notice of the subletting or assignment,
which notice shall include all of the material terms related thereto, and
(z) financial statements on the sublessee or assignee sufficient, in GECC's
reasonable judgment, to establish the assets, capitalization and net worth
of said sublessee or assignee.
(f) Anything in this Sublease to the contrary notwithstanding, for
assignments and sublettings other than those permitted hereby under
subparagraph (e) above, if MAPICS proposes to assign this Sublease or
sublease a portion of the Subleased Premises within the last two (2) years
of the Sublease Term (excluding any then unexercised extension options),
GECC shall have the further option to terminate this Sublease as to the
space so affected as of the proposed effective date set forth in MAPICS'
notice, in which event MAPICS shall be relieved of all further obligations
hereunder as to such space, except for such provisions of this Sublease
which expressly survive the termination hereof.
D. Insurance.
---------
(a) GECC shall not be liable to MAPICS and MAPICS hereby waives all
claims against GECC for any injury or damage to any person or property in
or about the Subleased Premises by or from any cause whatsoever, without
limiting the generality of the foregoing, whether caused by water leakage
of any character from the roof, walls, basement, or other portion of the
Subleased Premises or the Building, or caused by gas, fire or explosion of
the Building, except as caused by GECC's default under this Sublease or by
the negligence or willful misconduct of GECC or its agents, contractors or
employees.
(b) MAPICS agrees to purchase at its own expense and to keep in force
during the Sublease Term a policy or policies of workers' compensation and
comprehensive general liability insurance, including personal injury and
property damage, with contractual liability endorsement, in the amount of
at least One Million Five Hundred Thousand and no/100 Dollars
($1,500,000.00), as increased annually by any increase in
-15-
the Consumer Price Index, combined single limit per occurrence for personal
injuries or deaths of persons occurring in or about the Subleased Premises.
Said policies shall: (i) name GECC as an additional insured and insure
GECC's contingent liability under this Sublease (except for the workers'
compensation policy, which shall instead include waiver of subrogation
endorsement in favor of GECC); (ii) be issued by an insurance company which
is reasonably acceptable to GECC and licensed to do business in the State
of Georgia; and (iii) provide that said insurance shall not be cancelled
unless thirty (30) days' prior written notice shall have been given to
GECC. GECC hereby acknowledges that a portion of the liability insurance
required of MAPICS under this Sublease may be provided by umbrella
insurance coverage maintained by MAPICS. Said policy or policies or
certificates thereof shall be delivered to GECC by MAPICS upon commencement
of the Sublease Term and upon each renewal of said insurance.
(c) During the Sublease Term, GECC covenants that it will maintain
comprehensive general liability insurance with broad form extended coverage
including contractual liability insurance against claims occurring upon, in
or about the Building with a minimum coverage of combined single limit of
Two Million and no/100 Dollars ($2,000,000), which coverage will provide
that no material change or cancellation shall be made without thirty (30)
days' prior written notice to MAPICS. In addition, GECC shall maintain and
keep in effect throughout the Sublease Term insurance against loss or
damage to the Building by fire or such other casualties as may be included
within all-risk insurance, such insurance to be in an amount equal to
ninety percent (90%) of the full replacement value of the Building.
E. Waiver of Subrogation. Each of GECC and MAPICS hereby release the
---------------------
other from any and all liability or responsibility to the other or to anyone
claiming through or under them by way of subrogation or otherwise for any loss
or damage to property caused by fire or any other perils insured in policies of
insurance covering such property, even if such loss or damage shall have been
caused by fault or negligence of the other party, or by anyone for whom such
party may be responsible; provided, however, that this release shall be
applicable and in force and effect only to such extent that such releases shall
be lawful at that time and in any event only with respect to loss or damage
occurring during such time as the releasor's policies of insurance shall contain
a clause or endorsement to the effect that any such release shall not adversely
affect or impair said policies or prejudice the right of the releasor to
coverage thereunder, and then only to the extent of the insurance proceeds
payable under such policies. GECC and MAPICS each hereby covenant and agree to
cause their respective insurance carrier(s) to include in their policy(ies) such
a clause or endorsement.
F. Certain Services to be Provided by GECC. GECC shall maintain the
---------------------------------------
public and common areas of the Building, including lobbies, stairs, elevators,
escalators, parking facilities, loading docks and areas, corridors and
restrooms, the windows in the Building, the mechanical, plumbing and electrical
equipment serving the Building, and the structure itself, in reasonably good
order and condition, except for damage occasioned by the act of MAPICS, which
damage shall be repaired by GECC at MAPICS' expense. GECC shall also provide
janitorial services to the Subleased Premises in accordance with the
specifications attached hereto as Exhibit "F".
-----------
-16-
G. Quiet Enjoyment. GECC represents and warrants that it has full right
---------------
and authority to enter into this Sublease and that MAPICS, while paying the Rent
and performing MAPICS' other covenants and agreements herein set forth, shall
peaceably and quietly have, hold and enjoy the Subleased Premises for the
Sublease Term without hindrance or molestation from GECC, its agents,
contractors or employees, or persons claiming by, through or under GECC, subject
to the terms and provisions of this Sublease. GECC shall not be liable to MAPICS
for any interference or disturbance by third persons not covered by the
preceding sentence; nor shall MAPICS be released from any of the obligations of
this Sublease because of such interference or disturbance.
H. Non-Disturbance Agreements; Indemnity. GECC shall exercise
-------------------------------------
commercially reasonable efforts to obtain non-disturbance agreements from (i)
the Development Authority (or the Development Authority's successor-in-interest)
with respect to the Prime Lease, (ii) NBTS (or NBTS' successor-in-interest) with
respect to the Intermediate Lease, and (iii) from each and every mortgagee
having an interest in the Building. Irrespective of GECC's procurement of said
non-disturbance agreements, GECC hereby agrees to indemnify and hold MAPICS
harmless from any liability, cost and expense incurred by MAPICS with respect to
any disturbance of MAPICS' possession of the Subleased Premises during the
Subleased Term as a consequence of the exercise by any such prior interest
holders of their respective rights in and to the Building, including, without
limitation, moving and relocation expenses, increased rental payments and legal
fees and expenses. The indemnity obligation of GECC contained herein shall
continue notwithstanding any assignment of this Sublease by GECC.
I. Exclusion of Certain Provisions of Intermediate Lease. With respect
-----------------------------------------------------
to the Subleased Premises and the Building, MAPICS shall have no right by virtue
of this Sublease to renew the Intermediate Lease (as said right is provided to
GECC in Section 12.1 of the Intermediate Lease); nor shall MAPICS have an option
to purchase the Building or a right-of-first-refusal to purchase the Building
(as said rights are provided to GECC under Section 12.2 of the Intermediate
Lease).
J. Alterations. MAPICS shall not make or suffer to be made any
-----------
alterations, additions, changes or improvements (collectively "Alterations") in,
on, or to the Subleased Premises or any part thereof without the prior written
consent of GECC. In the event GECC consents to MAPICS' performance of any
Alterations, the Alterations shall be made at MAPICS' sole cost and expense and
in accordance with all applicable laws, statutes, ordinances, rules and
regulations, public and private, and all requirements of GECC's and MAPICS'
insurance policies, and in accordance with plans and specifications approved by
GECC (which approval shall not be unreasonably withheld, delayed or conditioned)
prior to MAPICS' performance of the Alterations. At GECC's option, MAPICS shall
pay to GECC a fee equal to fifteen percent (15%) of the cost and expense of any
Alterations after the Commencement Date; said fee shall (i) be due and payable
prior to performance of any Alterations, and (ii) compensate GECC for GECC's
coordination, supervision and overhead resulting from said Alterations. Any
contractor selected by MAPICS to perform Alterations, and all subcontractors,
must first be approved in writing by GECC; moreover, at GECC's option, the
necessary work shall be performed at the
-17-
direction of GECC for MAPICS' account and MAPICS shall reimburse GECC for the
cost thereof upon demand. Upon the expiration or sooner termination of the
Sublease Term, MAPICS shall, upon demand by GECC (and provided GECC conditioned
its consent to the Alterations upon same), at MAPICS' sole cost and expense,
forthwith and with all due diligence remove the Alterations made by or for the
account of MAPICS and designated by GECC to be removed, and MAPICS shall
forthwith and with all due diligence, at MAPICS' sole cost and expense, repair
and restore the Subleased Premises to the condition of the Subleased Premises on
the Commencement Date, ordinary wear and tear excepted. Notwithstanding the
foregoing, MAPICS shall have the right, without GECC's prior written consent, to
make nonstructural Alterations involving the nonload-bearing movable walls and
cubicles located in the Subleased Premises; provided, however, that prior to
making any Alterations of the type referred to in this sentence, MAPICS shall
provide GECC with written notice of said Alterations.
K. Damage and Destruction; Condemnation. Events of damage, destruction
------------------------------------
and condemnation affecting the Building, the common areas of the Building or the
Subleased Premises (hereinafter collectively referred to as a "Disruptive
Occurrence") shall be governed by the terms and conditions of Article IX of the
Intermediate Lease. If the Intermediate Lease is terminated as a consequence of
a Disruptive Occurrence, then this Sublease shall terminate concurrently with
termination with the Intermediate Lease. If the Intermediate Lease is not
terminated as a consequence of a Disruptive Occurrence, then GECC shall exercise
GECC's rights, as sublessee under the Intermediate Lease, to ensure repair or
restoration of the Building and the Subleased Premises, as the case may be, in
accordance with GECC's rights and the time periods prescribed in the
Intermediate Lease. Notwithstanding the foregoing, on or before the ninetieth
(90th) day after a Disruptive Occurrence, GECC and MAPICS shall work diligently
and in good faith to determine the (i) likelihood of termination of the
Intermediate Lease as a consequence of the Disruptive Occurrence, (ii) impact of
the Disruptive Occurrence on the ability of MAPICS to conduct MAPICS' business
from the Subleased Premises as contemplated by this Sublease, and (iii)
prospects for restoration or repair of the Building, the common areas of the
Building or the Subleased Premises, as the case may be, to a condition
satisfactory for MAPICS to conduct MAPICS' business from the Subleased Premises
as contemplated by this Sublease within one hundred eighty (180) days after the
date of the Disruptive Occurrence. If, within said ninety-day (90) period, GECC
and MAPICS are mutually satisfied with the outcome of their joint evaluation,
this Sublease shall remain in effect and GECC shall cause repair or restoration
of the Building, the common areas of the Building or the Subleased Premises, as
the case may be, and shall exercise commercially reasonable efforts to ensure
completion of said repair or restoration on or before the one hundred eightieth
(180th) day after the date of the Disruptive Occurrence. Conversely, if either
GECC or MAPICS are not satisfied for any reason in their sole discretion with
the outcome of their joint evaluation, then GECC or MAPICS may terminate this
Sublease by notice to the other party on or before the ninetieth (90th) day
after the date of the Disruptive Occurrence. In the absence of delivery of a
termination notice as described in the immediately preceding sentence, it shall
be deemed that GECC and MAPICS have agreed not to terminate this Sublease
because of a Disruptive Occurrence, in which case, GECC shall cause repair or
restoration to proceed as hereinabove described. In the event of any Disruptive
Occurrence, notwithstanding anything to the contrary in the Intermediate Lease,
Rent shall be adjusted or abated entirely, depending on the degree to which the
Subleased Premises are
-18-
untenantable. Any such adjustment or abatement shall be effective as of the date
of the Disruptive Occurrence and shall continue until this Sublease is
terminated as set forth above or until repair or restoration is completed, as
the case may be.
L. Food Service Operation. Anything to this Sublease to the contrary
----------------------
notwithstanding, GECC shall have no obligation under this Sublease to operate or
maintain in the Building during the Sublease Term a cafeteria or other food
service operation of any type or nature whatsoever, notwithstanding that a food
service operation exists in the Building on the date of this Sublease.
IN WITNESS WHEREOF, GECC and MAPICS have caused this Sublease to be
executed under seal by their respective representatives duly authorized
thereunto, as of the date first above written.
GECC:
----
GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation
By: /s/ Xxxxxx Xxxx
------------------------------
Print Name: Xxxxxx Xxxx
Print Title: District Manager
MAPICS:
------
MAPICS, INC., a Georgia corporation
By: /s/ Xxxxxx X. Xxxx
------------------------------
Print Name: Xxxxxx X. Xxxx
Print Title: V.P. Worldwide Support
(CORPORATE SEAL)
-19-
LIST OF EXHIBITS TO SUBLEASE
Exhibit "A": Floor Plans for First, Second and Third Floors
Exhibit "B": Plans
Exhibit "C": Work Letter
Exhibit "D": Furniture, Fixtures and Equipment - Second and Third Floors
Exhibit "E": Furniture, Fixtures and Equipment - First Floor
Exhibit "F": Janitorial Specifications
Exhibit "G": HVAC Standards
EXHIBIT "A"
-----------
FIRST, SECOND AND THIRD FLOOR PLANS
[GRAPH OF FIRST FLOOR PLAN APPEARS HERE]
[GRAPH OF SECOND FLOOR PLAN APPEARS HERE]
[GRAPH OF THIRD FLOOR PLAN APPEARS HERE]
EXHIBIT "B"
-----------
PLANS
The plans and specifications which are the work product of the
Planning Services and Drawings (as that term is defined in the work letter
attached to this Sublease as Exhibit "C").
-----------
EXHIBIT "C"
-----------
WORK LETTER
A. PLANNING SERVICES AND DRAWINGS. GECC shall reimburse MAPICS in an amount up
------------------------------
to One and no/100 Dollar ($1.00) per square foot of usable area on the First
Floor only (i.e., $14,516.00) ("Planning Services and Drawings Allowance") for
----
the costs actually incurred and paid by MAPICS for architectural and engineering
services and construction documents (collectively, the "Planning Services and
Drawings"); provided, however, that GECC shall have no obligation to reimburse
MAPICS pursuant to the preceding clause unless and until GECC has received
evidence that such costs actually have been incurred and paid in full by MAPICS.
GECC shall made such payment to MAPICS within fifteen (15) days of receipt of
such evidence. Any costs associated with the Planning Services and Drawings in
excess of the Planning Services and Drawings Allowance shall be borne solely by
MAPICS and shall be promptly paid in full by MAPICS prior to GECC's commencement
of construction of the Improvements. The Planning Services and Drawings shall
be completed in accordance with the timetable set forth in paragraph C
hereinbelow.
B. CONSTRUCTION OF IMPROVEMENTS. GECC shall cause the Improvements to be
----------------------------
constructed in accordance with the Plans. GECC shall obtain competitive bids
from at least three (3) general contractors; provided, however, that MAPICS
shall have the right to select one (1) of the contractors to be included in the
bidding process. GECC shall make the final selection a contractor to construct
the Improvements, based upon the bids obtained by GECC; provided, however, that
(a) GECC shall not be obligated to accept the lowest bid, and (b) GECC's
selection of the contractor shall be made in GECC's sole discretion.
GECC shall provide MAPICS with an allowance (the "First Floor Improvement
Allowance") of Two Hundred Eighty-Three Thousand Seven Hundred Eighty-One and
no/100 Dollars ($283,781.00), equivalent to Seventeen and no/100 Dollars
($17.00) per square foot of rentable area on the First Floor of the Subleased
Premises; the First Floor Improvement Allowance shall be used by GECC to pay the
cost of construction of the Improvements, which cost shall include, without
limitation, permits, fees, additional utility services or meters. Anything in
this paragraph to the contrary notwithstanding, prior to the commencement of
construction of the Improvements, MAPICS shall pay to GECC, as additional rent,
(i) the amount, if any, by which the estimated cost of construction of the
Improvements exceeds the First Floor Improvement Allowance, and (ii) a fee for
GECC's management of construction of the Improvements, which fee shall be in an
amount equal to five percent (5%) of the total cost of construction of the
Improvements, which total cost shall include the management fee. The
Improvements shall constitute fixtures and remain in the Subleased Premises as
the property of GECC at the expiration or sooner termination of this Sublease.
The Improvements shall be completed in accordance with the timetable set forth
in paragraph C hereinbelow.
C. CRITICAL PATH.
-------------
(1) GECC and MAPICS hereby agree that time is of the essence and that the
following sequence and schedule shall be strictly adhered to with
respect to processing of (i) Planning Services and Drawings, and (ii)
construction of the Improvements:
CD Start Date Xxxxxxxxx, Xxxxxxxx Thursday, October 29, 1998
CD Completion Thursday, November 19, 1998
(includes architectural engineering)
Three (3) sets CD's submitted to City of Friday, November 20, 1998
Alpharetta for permits Permit Friday, December 4, 1998
CD approved by MAPICS Friday, November 20, 1998
Bid 3-way per lease to contractors Monday, November 23, 1998
Receive pricing Tuesday, December 1, 1998
Bid analysis and award contract Friday, December 4, 1998
Pending permit construction start date Monday, December 7, 1998
Construction completion Monday, March 1, 1999
(2) Any contractor initiated change order must be reviewed and approved by
both GECC and MAPICS, which review and approval will not be
unreasonably withheld by either party.
(3) Should MAPICS, subsequent to commencement of construction of
Improvements, modify the approved construction drawings (the "Approved
Drawings") in any way, MAPICS shall pay all additional costs thereby
incurred by GECC, plus a fee of ten percent (10%) of the additional
cost to GECC, which fee shall compensate GECC for coordination,
supervision and overhead resulting from MAPICS' revision of the
Approved Drawings. All revisions or additions to the Approved
Drawings shall be subject to GECC's prior review and written approval.
D. COORDINATION. Unless otherwise agreed in writing by GECC and MAPICS, all
------------
work involved in construction of the Improvements shall be carried out by a
contractor under the sole direction of GECC. MAPICS shall cooperate with GECC,
the contractor and the space planner to promote the efficient and expeditious
completion of the Improvements.
2
E. LEGAL REQUIREMENTS. All design, construction and installation shall conform
------------------
to the requirements of this Sublease and all applicable laws and regulations
including, but not limited to, all building, plumbing and electrical codes, the
Americans with Disabilities Act of 1993 ("ADA") and their requirements of any
authority having jurisdiction over or with respect to such work (collectively,
the "Legal Requirements"). The Approved Drawings shall be subject to GECC's
approval. However, no approval by GECC of the Approved Drawings shall in any
way be deemed agreement or certification by GECC that the work contemplated
thereby complies with Legal Requirements or that the Approved Drawings will be
approved by governmental agencies having jurisdiction thereover.
F. CONSTRUCTION WARRANTY. The general contractor shall provide a one year
---------------------
warranty for the Improvements. The general contractor's warranty, and any
warranties from subcontractors or suppliers, shall be assigned to MAPICS.
F. GENERAL PROVISIONS.
------------------
(1) If MAPICS' contractors or anyone employed by MAPICS shall cause a delay
in completing the Improvements, MAPICS agrees that such delay will constitute a
"MAPICS Delay."
(2) If substantial completion of the Improvements has not occurred by the
Commencement Date for any reason, the Commencement Date shall be postponed until
substantial completion has occurred. Should GECC be unable to substantially
complete the Improvements by the Commencement Date as a result of a "MAPICS
Delay," MAPICS shall pay to GECC, as additional rent, one (1) day's Rent
computed in accordance with this Sublease, for each calendar day of "MAPICS
Delay". If substantial completion of the Improvements is delayed only in part
due to a MAPICS Delay, MAPICS shall owe such additional rental only for the
period attributable to the MAPICS Delay. For example, if the Improvements are
not substantially completed until March 15, 1999, and seven (7) days of the
delay constituted a MAPICS Delay, the Commencement Date would occur on March 15,
1999 and MAPICS would owe Rent commencing March 8, 1999. Said adjustments in the
Commencement Date and commencement of Rent shall be the parties' sole remedy for
such delay and such adjustments shall be made by the parties as liquidated
damages and not as a penalty, it being agreed that GECC's or MAPICS' damages for
such delay would be otherwise difficult to determine. Said additional rent for a
period of MAPICS Delay will be due within ten (10) days of GECC's written demand
therefor.
(3) GECC, upon prior notice to MAPICS, reserves the right to make
reasonable substitutions of equal or better quality and value for building
standard materials in the event of unavailability of materials or due to field
conditions.
3
EXHIBIT "D"
-----------
SECOND AND THIRD FLOORS
FURNITURE, FIXTURES AND EQUIPMENT
EXHIBIT "D"
SECOND AND THIRD FLOORS
FURNITURE, FIXTURES AND EQUIPMENT
SECOND FLOOR EAST AND WEST
--------------------------
LIFESPACE DEMOUNTABLE PARTITIONS (10'-0" HIGH)
INCLUDING DOORS AND SIDELIGHTS................................. 3404 LINEAL FT.
SMED PRIVATE OFFICE FURNITURE GROUP.............................. 33
SMED ADMINISTRATIVE WORKSTATION.................................. 8
STEELCASE MANAGER WORKSTATION 8 X 12............................. 5
STEELCASE TYPICAL WORKSTATION 8 X 8.............................. 80
OPEN OFFICE AREA LATERAL FILE.................................... 125
6' CONFERENCE TABLE.............................................. 3
8' CONFERENCE TABLE.............................................. 4
11' CONFERENCE TABLE............................................. 1
14' CONFERENCE TABLE............................................. 2
16' CONFERENCE TABLE............................................. 1
SIDECHAIRS....................................................... 100
BREAKROOM TABLE, STOOL AND CHAIR GROUPING........................ 1
AERON CHAIRS..................................................... 126
16' E EC. BOAT SHAPED CONF. TABLE 1 CREDENZA AND SEATING FOR 14.. 1
EXECUTIVE STONE CONFERENCE TABLE................................. 1
CREDENZA.................................................... 1
VECTA BLACK LEATHER CHAIRS.................................. 00
XXXXXXX XXXXXXXXXX XXXX CHAIRS.............................. 8
MAHOGANY PRESENTATION BOARD................................. 1
PODIUM...................................................... 1
EXECUTIVE STONE CONFERENCE TABLE................................. 1
CREDENZA MARBLE TOP......................................... 2
VECTA BLACK LEATHER CHAIRS.................................. 16
PHONE ROOM SIDE CHAIRS........................................... 8
CREDENZA MARBLE TOPS............................................. 2
WAITING AREA LOUNGE SEATING GROUPINGS............................ 4
BLACK LEATHER CHAIRS........................................ 15
COFFEE TABLES............................................... 3
TABLE CONSOLE............................................... 1
TABLE CUBES................................................. 5
1
THE INVENTORY LISTED ON PAGE ONE DOES NOT - AND SHOULD NOT - INCLUDE THE
FOLLOWING ITEMS:
(1) IN THE EAST WING, (A) SMED PRIVATE OFFICE FURNITURE, WITH SEATING IN
OFFICES OF XXXX XXXXXXX, XXX XXXXXXX AND XXX XXXXX, (B)A SMED
ADMINISTRATIVE WORK STATION, WITH SEATING, USED BY XXXX XXXXXXXXX, AND (C)
THREE (3) LATERAL FILE CABINETS IN THE HALLWAY AREA OUTSIDE XXXX XXXXXXX'X
OFFICE; AND
(2) IN THE WEST WING, FURNITURE IN THE EXECUTIVE OFFICE OF XXXX XXXX.
(3) IN THE WEST WING, THREE (3) LATERAL FILE CABINETS IN STORAGE ROOM ADJACENT
TO OFFICE OF XXX XXXXXXXX.
2
THIRD FLOOR EAST AND WEST
-------------------------
LIFESPACE DEMOUNTABLE PARTITIONS (9'-0" HIGH)
INCLUDING DOORS AND SIDELIGHTS........................2078 LINEAL FEET
SMED PRIVATE OFFICE FURNITURE GROUP.................... 25
SMED ADMINISTRATIVE WORKSTATION........................ 5
STEELCASE MANAGER WORKSTATION 8 X 12................... 12
STEELCASE TYPICAL WORKSTATION 8 X 8.................... 169
OPEN OFFICE AREA LATERAL FILE.......................... 97
? CONFERENCE TABLE..................................... 1
? CONFERENCE TABLE..................................... 6
2' CONFERENCE TABLE.................................... 1
4' CONFERENCE TABLE.................................... 2
SIDE CHAIRS............................................ 136
BREAKROOM TABLE, STOOL AND CHAIR GROUPING.............. 1
AERON CHAIRS........................................... 211
EXHIBIT "E"
FIRST FLOOR EAST
FURNITURE, FIXTURES AND EQUIPMENT
LIFESPACE GLASS DEMOUNTABLE PARTITIONS (10'-6' HIGH)
INCLUDING DOORS AND SIDELIGHTS........................ 32 FEET
STEELCASE 75" X 75" WORKSTATION........................ 35
STEELCASE 75" X 150" WORKSTATION....................... 6
OPEN OFFICE AREA LATERAL FILE.......................... 26
TEAR DROP CONFERENCE TABLE............................. 18
12' CONFERENCE TABLE................................... 1
CONFERENCE TABLE 48" X 72"............................. 6
CONFERENCE TABLE ROUND 84"............................. 3
CONFERENCE TABLE 60"................................... 1
TRAINING TABLE 30" X 60"............................... 44
TRAINING ROOM CHAIR.................................... 121
BLACK LEATHER INSTRUCTOR STOOLS........................ 3
SMED DESK UNIT WHITE WITH LATERAL...................... 1
CREDENZA............................................... 3
AERON CHAIRS........................................... 41
EXHIBIT "F"
1. DESCRIPTION OF JANITORIAL SERVICES
A. The Contractor shall:
1. Provide cleaning services on a daily basis five (5) days per
week, Monday through Friday, unless otherwise agreed upon by the
parties involved. Work will commence no sooner than 5:30 p.m.
each day. Five (5) holidays will be observed each year when no
cleaning will be required (New Year's Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day).
2. Furnish all necessary and proper cleaning materials which will
not damage personal property and interior finishes including, but
not limited to, cleaning compounds, finishes, polishes, sealers,
detergents, and disinfectants. All products are subject to prior
and ongoing approvals by the Customer.
3. Furnish all equipment in sufficient quantities, including brooms,
vacuum cleaners, vacuum crevice tools, floor machines, pails, and
containers and maintain all equipment in a safe condition. All
equipment is subject to prior and ongoing approval by the
Customer and will be kept in good repair at all times. All maid
carts and rolling containers must have a protective bumper to
-----------------
avoid damage to walls, doors, and personal property.
4. Furnish and require each employee to wear identification tags
with a current photo stating name of company, name of employee,
and employee's social security number.
5. Comply with all laws relating to equal employment opportunities
and hold the Customer harmless from any noncompliance thereof.
6. Schedule periodic visits to the premises to monitor compliance
with the Agreement. A monthly inspection will be made by the
General Manager and a representative of the Contractor.
Inspections will occur more frequently during start up and
additions of new areas. Contractors will respond in writing,
within fifteen (15) days of these inspections, giving the status
of each item noted for correction.
7. Keep a log in place in the General Manager's office in which a
record is made promptly of any items requiring building
management attention (i.e., defective plumbing, doors left
unlocked, lamps and bulbs burned out, presence of pests or
insects).
8. Keep accurate records on-site of all work performed as set out in
the Detailed Cleaning Specifications (Item II).
9. Adhere to all security guidelines as set out by the Customer and
abide by any and all safety rules and regulations.
10. Properly install hand soap, paper towels, and tissue supplied to
the Contractor by the Customer and store these supplies in an
appropriate area.
11. Collect, handle, and store all waste and trash collected from the
project and transport to a designated trash container within the
project. No plastic bags full of trash and liquids are to be
temporarily stored in carpeted areas. Large trash containers
used to remove trash from the building will have protective
bumpers to prevent damage to elevator doors, doors frames, walls,
etc.
12. One elevator will be designated to remove trash from all floors
and the elevator doors, door frames, walls, etc. One elevator
will be designated to remove trash from all floors and the
building. This elevator will be padded with the Customer's
elevator pads by Contractor each night before work commences and
removed and stored in the appropriate place when work is
completed.
13. Keep clean and orderly the space for storage of supplies and
equipment in each building. No food stuff or other personal items
will be stored in these areas.
14. Use best efforts to minimize hours of electrical usage.
B. All damage to the premises caused by the Contractor will be reported
and documented by both the General Manager and the Contractor's
representative. Damages will be repaired at the Contractor's expense
within seventy-two (72) hours.
C. No project keys will leave the property at any time. The loss of a
master key to any building will result in the rekeying of the total
building at the Contractor's expense. All keys will be kept locked in
a key cabinet in the General Manager's office. All Contractor
employees will keep doors locked at all times and use passkeys only
for entrance into designated areas.
II. DETAILED CLEANING SPECIFICATIONS
A Definitions
1. Clean - Remove dirt, stains, or other extraneous matter.
-----
2. Damp Mop - Remove dirt with a moist cotton or nylon mop.
--------
3. Damp Wipe - Remove surface dirt with a damp cloth, chamois, mop,
---------
or other similar item.
4. Disinfect - Wash or spray with a fluid containing disinfectant.
---------
F-2
6. General Clean - Applies to given areas (i.e. offices, lobbies,
-------------
corridors, etc.); includes dusting furniture and furnishings;
empty and wipe ashtrays and trash receptacles; spot clean walls,
partitions, doors, etc.; sweep hard-surfaced floors; and vacuum
carpeting.
7. High Dust - Dust areas which are normally not within reach
---------
without the use of a stool or ladder.
8. Police - Remove cigarette butts, paper cups, or other debris
------
between regular cleaning activities.
9. Polish - Clean with a polishing compound or rub (if surface is
------
waxed) with a dry cloth.
10. Scrub - Clean with neutral detergent, scrub brush, and/or floor
-----
machine.
11. Seal - Apply one or more coats of scrubbable floor sealer to
----
floor after stripping operation.
12. Spot Clean - Remove spots, fingerprints, and other isolated
----------
defacements by washing or by using a commercial cleaning
compound.
13. Spot Wax - Apply wax or finish in heavy traffic areas after the
--------
surface has been damp wiped with or without scouring compound.
14. Spray-Buff - System of resilient floor maintenance, whereby a
----------
cleaning finish solution is applied in spray form and immediately
buffed dry. Scuffs, marks, etc, are removed and gloss is
restored.
15. Strip/Rewax - Remove accumulations of wax or finish by using a
-----------
neutral cleaner and hot water applied with a mop. Allow cleaner
to remain on floor 2 or 3 minutes, then wet scrub with a
scrubbing machine equipped with a Palmetto brush. Rinse
thoroughly with cold water and allow to dry completely. Apply an
even coat of wax or finish and allow to dry for 30 minutes; apply
a second coat, and, if wax is used, polish by buffing when dry.
16. Sweep - Remove surface dirt with a broom, treated dust mop, or
-----
mechanical sweeper.
17. Vacuum Clean - Remove surface and/or imbedded dirt with a suction
------------
cleaner using a crevice tool when needed.
18. Wash - Remove dirt and/or other accumulations with a detergent,
----
disinfectant, or similar product.
19. Wax or Finish - Apply wax or finish after the surface has been
-------------
stripped, scrubbed, or wet mopped.
F-3
20. Wet Mop - Remove dirt with a cotton or nylon mop and water by
-------
laying down solution and rinsing in two separate operations.
21. Wet Shampoo - Use a high-pressure suction machine which utilizes
-----------
a top-quality liquid soap and water to extract all foreign
matter from carpet.
22. Wipe - Remove surface dirt with a soft cloth, chamois, or other
----
similar article.
B. General Cleaning: Office Areas
1. Nightly Tasks
a. Vacuum all carpeted areas and rugs. Use a crevice tool in
inaccessible areas.
b. Empty and clean all wastepaper baskets, ashtrays, and other
receptacles. Damp wipe and dry these items, as necessary, to
remove stains. Items that are not in trash cans and items
not marked "trash" are not to be disturbed.
c. Empty and clean all cigarette urns and replace sand as
needed, but no less than weekly. (All materials to be
furnished by Contractor.)
d. Sweep and dust mop all composition and wood flooring with a
treated cloth or a specially designed tool. Damp mop and
touch up spillages as required.
e. Dust and wipe clean all horizontal surfaces of furniture and
fixtures, including the tops of standard-height file
cabinets. Wipe all telephones with antiseptic solution, move
all desk blotters, desk sets, and trays to clean around
edges. Dust typewriter covers and around the perimeters of
all office machines. Damp wipe and dry furniture tops as
necessary to remove all stains caused by spillages, coffee
cups, etc. DO NOT DISTURB COMPANY PAPERS.
-----------------------------
f. Dust all accessible windowsill areas.
g. Wash and clean all water fountain areas and damp dry
fixtures.
h. Using spray bottle and cloth, remove all fingerprints from
all surfaces, including desk tops, bookcases, painted
walls, and doors throughout entire area. DO NOT spot clean
------
decorator wall fabrics under this nightly program.
i. Keep janitorial storage and slop-sink rooms in an orderly
condition.
j. Damp mop entire floor in all cafeteria, vending, and break
areas.
F-4
k. Clean all doorjambs.
l. Spot clean carpet in office areas.
m. Dust picture frames and wall hangings.
n. Clean and polish thresholds.
2. Weekly Tasks
a. Vacuum in desk xxxxx and under pedestals and use crevice tool
around perimeter of offices and in other inaccessible areas.
b. Wet clean with ammonia water mixture and dry all glass and marble
furniture tops.
c. Dust all chair rails and dust and shine all furniture legs,
pedestals, trim, and baseboards.
d. Dust all accessible vertical surfaces of furniture, including
desk xxxxx, file cabinets, and bookcases.
e. Fully open draperies and completely dust windowsill areas.
f. Clean and dust, as needed, flooring and shelving in coat closets.
g. Wash out and disinfect all cans and other receptacles.
h. Vacuum and/or spot clean all upholstered furniture.
3. Monthly Tasks
a. Strip, wash and wax all resilient flooring.
b. Damp wipe base and cove molding to remove dirt and all foreign
stains.
c. Dust venetian blinds.
d. Disinfect all cans and other receptacles, including cigarette
urns.
4. Quarterly Tasks
a. High dust all furniture, shelves, crown moldings, picture frames,
doors, (including door louvres and closers), and exposed surfaces
of lighting fixture lenses.
b. Dust and/or wash diffusers and return air vents.
F-5
5. Semiannually
a. Strip and wax all resilient floors.
C. Bathrooms
1. Nightly Tasks
a. Wet mop, scrub with brushes, rinse, and damp dry all ceramic tile
flooring using a cleaning compound with a germicidal action.
b. Wash and polish all mirrors, shelves, countertops of vanity, and
brightwork including towel cabinet, sanitary napkin vending
machine, flushometers, faucets, chrome piping, toilet booth
fixtures, toilet seat hinges, etc.
c. Spray wash and disinfect all basins, bowls, and urinals using an
odorless disinfectant solution. Wash both sides of all toilet
seats. Empty and clean paper towel and sanitary disposal
receptacles, damp wiping and towel drying the exposed surfaces of
these units. Leave one (1) ounce of bowl cleaner in all commodes
and urinals to set overnight.
d. Empty paper towel disposals and restock toilet tissue holders,
liquid soap, and towel dispensers. (Materials to be furnished by
the Customer.)
2. Weekly Tasks
a. Dust tops of toilet partitions, booth doors, entrance doors,
entrance door frames, hinges and door cheeks, and tops of frames
of all projecting fixtures.
b. Damp wipe both sides of all toilet partitions, including latch
and hinge hardware, and wipe dry and shine with dry cloth.
c. Damp wipe underparts of basin, including all plumbing fixtures
such as pipes, traps, and valves. Dry wipe and polish.
3. Monthly Tasks
a. Dust all painted surfaces, including ceiling, lights, exhaust,
and make-up registers.
b. Spray wash with antiseptic solution and damp dry all wall tile.
c. Spray wash and scrub wall tile where it meets the tile floor
with a corner brush around entire perimeter of bathroom. (Nightly
floor washing is to follow this operation.)
F-6
d. Polish floor drain cover.
e. Machine scrub floor with mild solution, neutralize, and
flush.
4. Semiannually
a. Wash all vinyl wallcoverings.
D. Building Lobby and Public Areas
1. Nightly Tasks
a. Sweep, wash, and spray buff interior flooring. Special attention
to be given to the borders and carpet inserts so that carpet is
maintained in a dry, unsoiled condition.
b. Police and sweep exterior pavers, entrance walks, and steps. Do
not sweep trash into parking lot. All trash will be removed and
placed in trash containers.
c. Clean rain mats at building lobby entrance.
d. Vacuum elevator lobby carpet, all common area carpet, and carpet
in all passenger elevators. Use crevice tool in all inaccessible
areas.
e. Clean elevator cab interiors and dust wood paneling in these
elevators.
f. Dust interior xxxxx and convector enclosures at base of perimeter
curtain wall.
g. Remove fingerprints and smudges from interior glass partitions,
interior side of curtain wall glass entrance doors, sidelights,
and glass vestibule to height of 8'.
h. Empty and clean all cigarette urns and replace sand or water as
needed. (All materials to be furnished by Contractor.)
i. Clean and polish building and suite thresh holds as needed.
j. Spot clean carpet in lobbies, elevators, and common area
corridors.
k. Vacuum upholstered lobby furniture and move to clean under,
around, and behind.
l. clean all doorjambs.
m. Sweep stairwells and dust railings.
F-7
n. Dust and wipe elevator doors, mail depositories, directory
panels, signs, and all metal and brightwork.
o. Wash and clean all water fountain areas and damp dry
fixtures.
p. Keep janitorial storage and slop-sink rooms in an orderly
condition.
q. Damp wipe base and cove molding to remove dirt and all
foreign stains.
2. Weekly Tasks
a. Clean and polish tracks of all elevator doors on all floors.
b. Spray buff all resilient flooring.
c. Mop stairwells.
3. Monthly Tasks
a. Strip, wash, and wax all resilient flooring and damp clean
all cove base.
b. Dust and treat paneling in all passenger elevators with a
wood preservative similar to Guardsman.
4. Quarterly Tasks
a. High dust marble, core, and perimeter air diffusers,
lighting fixtures (except luminous ceiling), metal ceiling
coves, and interior surfaces of curtain wall mullions, both
horizontal and vertical, at lobby level only.
b. Machine scrub to strip sealant from marble floor. Rinse
clean, dry, and reapply marble sealant polish as directed.
NOTE: Inconsistencies in required cleaning frequencies will always be
resolved in favor of the higher number of times required to be
cleaned.
F-8
EXHIBIT "G"
-----------
HEAT, VENTILATION AND AIR CONDITIONING SPECIFICATIONS
GECC shall provide heat, ventilation and air conditioning on a year-round
basis throughout the Subleased Premises and Building common areas. The equipment
shall be capable of maintaining the following indoor design conditions with
maximum internal heat rejection loads of 2 xxxxx per square foot of lighting
load, 2 xxxxx per square foot of equipment load, and a maximum occupant density
150 per square foot per person load.:
Winter: 72 degrees FDB with 30% RH
Summer: 78 degrees FDB with 55% RH
The equipment shall permit operation within the parameters defined by the
"Comfort Chart" shown in the latest edition of ASHRAE Standard 55, "Thermal
Environmental Conditions For Human Occupancy."
The minimum outdoor air supply rates shall not be less than 20 cfm/person
of outdoor air. Outdoor air for ventilation shall meet the requirements of the
latest edition of ASHRAE Standard 62, "Ventilation For Acceptable Indoor Air
Quality."
The central HVAC equipment shall be capable of cooling a process load
(personal computers) in every work station. The planning load for each
workstation is 250 xxxxx with a maximum of 2 xxxxx per square foot equipment
load.
Systems serving general office areas shall be equipped with 30% efficiency
filters.
