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EXHIBIT 10.11
SUBLEASE
THIS SUBLEASE is made and entered into as of January 1, 1997 at
Atlanta, Georgia, by and between PROFESSIONAL SALES GROUP, LTD., a Georgia
corporation (hereinafter "Sublessor"), and PROFESSIONAL TRANSPORTATION GROUP,
LTD., a Georgia corporation (hereinafter "Sublessee").
DEMISE AND DESCRIPTION OF PROPERTY
1. Sublessor hereby leases to Sublessee, and Sublessee hereby
leases from Sublessor, for the term, and subject to the conditions and
covenants hereinafter set forth, the property, hereinafter referred to as the
"subleased premises," located in College Park, Clayton County, Georgia
described as follows: Approximately Seventeen Thousand (17,000) square feet of
office/warehouse space at Southridge Parkway, College Park, Building O, and
designated on the floor plan attached hereto as Exhibit "1," and incorporated
herein by reference. Sublessor, however, shall have the right to make limited
use of the subleased premises for the performance of certain management and
administrative functions, consistent with its existing operation and practice
at the subleased premises.
TERM
2. The term of this Sublease shall commence on January 1, 1997
and end on April 30, 2005, provided, however, that this Sublease shall sooner
terminate on sooner termination for any cause whatsoever of that certain lease,
and any amendments thereto, hereinafter collectively referred to as the Main
Lease, dated August 8, 1995, between Weeks Realty, L.P., as Landlord, and
Professional Sales Group, Ltd., as Tenant, leasing the above-described
property. The foregoing notwithstanding, Sublessee may terminate this Sublease
at any time upon sixty (60) days written notice to Sublessor.
RENTAL
3. For and during the term of this Sublease, Sublessee shall pay
to Sublessor as rent for the subleased premises a total base rental amount of
One Million Dollars ($1,000,000.00), payable in one hundred (100) equal monthly
installments commencing on January 1, 1997, and due on or before the first day
of each calendar month, together with any additional rental as set forth
hereinafter. In addition, Sublessee shall pay to Sublessor Sublessee's pro
rata share of any increases in base rental under the Main Lease and
attributable to the subleased premises.
In addition to the base rental set forth above, Sublessee
agrees to pay Sublessor additional rental equal to the pro rata share of common
area maintenance charges under the Main Lease and attributable to the subleased
premises.
Sublessee will provide janitorial services, main services,
pest control, toiletries and other goods and services necessary for the
maintenance of the subleased premises.
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CONSENT OF LANDLORD
This Sublease is conditioned upon obtaining Landlord's written consent
hereto to the extent required by the Main Lease.
TAXES AND INSURANCE
4. Sublessee shall pay upon demand, as additional rental during
the term of this Sublease and any extension or renewal thereof, the amount by
which all taxes (including, but not limited to, ad valorem taxes, special
assessments and governmental charges) payable by the Sublessor on the subleased
premises. The tax for the subleased premises shall be determined by proration
on the basis that the rentable floor area of the subleased premises bears to
the rentable floor area of entire property assessed.
Sublessee agrees to pay the amount for all taxes levied upon
or measured by the rent payable hereunder, whether as a so-called sales tax,
transaction privilege tax, excise tax, or otherwise (but no income taxes of
Landlord shall be payable by Tenant). Such taxes shall be due and payable at
the same time as and in addition to each payment of rent.
Sublessee agrees to pay Landlord as additional rental,
Sublessee's pro rata share of the insurance premiums payable by Sublessor for
fire and extended coverage. Sublessor's pro rata share shall be based on the
square footage of the subleased premises leased to Sublessor (as specified
above) compared to the total square footage of leasable space in the entire
building. Sublessee agrees to pay Sublessor said increased amount within
thirty (30) days after receipt of a notice in writing from Sublessor, of the
increase in said insurance premiums. If during the final year of the Sublease,
or any extension or renewal thereof, the term does not coincide with the year
upon which the insurance rate is determined, the increase in premiums for the
portion of that year shall be prorated according to the number of months during
which tenant is in possession of the subleased premises.
Sublessee, at his expense, shall maintain at all times during
the term of this Sublease agreement, auto and public liability insurance with a
minimum combined single limit of $1,000,000.00 per occurrence and worker's
compensation insurance with mandatory statutory limits. All such policies
shall name Sublessor and Landlord as additional named insureds, and provide for
20 days written notice prior to cancellation for any reason. Appropriate
certificates of insurance will be delivered to Sublessor prior to occupancy of
the facilities an at any applicable renewal date.
UTILITIES
5. Sublessee shall be responsible for all electrical, water, and
sewer charges for the demised premises. Sublessor shall not be liable in the
event of any interruption in the supply of any utilities unless caused by
Sublessor's gross negligence or willful misconduct. Sublessee agrees that it
will not install any equipment which will exceed or overload the capacity of
any utility facilities and that if any equipment installed by Sublessee shall
require additional utility
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facilities, the same shall be installed by Sublessee at Sublessee's expense in
accordance with plans and specifications approved in writing by Sublessor.
ASSUMPTION AGREEMENT AND COVENANTS
6. (a) The Sublessee shall comply with all of the provisions
of the Main Lease which are to be observed or performed during the term hereof
by the Sublessor as Tenant thereunder, except that the payment of rent shall be
governed by the provisions of Paragraph 3, above, and Paragraphs 3.01, 3.02,
3.03 and 3.04 of the Main Lease shall be inapplicable to Sublessee. Sublessee
is responsible for all repair and maintenance of the demised premises, except
those items specifically the responsibility of the Landlord under the Main
Lease and any amendments thereto.
(b) In the event of cancellation or termination of the
Main Lease prior to the expiration date thereof and prior to the expiration
date of this Sublease or any extensions or renewals thereof, or in the event of
the surrender thereof, whether voluntary, involuntary, or by operation of law,
at Landlord's option, the Sublessee shall make full and complete attornment to
the Landlord for the balance of the term of this Sublease, including any
extensions and renewals thereof, on the same covenants and conditions as are
contained herein, so as to establish direct privity of estate and contract
between the Landlord and the Sublessee and with the same force and effect as
though this Sublease was originally made directly from the Landlord to the
Sublessee. The Sublessee shall make all rent payments thereunder directly to
the Landlord. The Sublessor represents that the Landlord has covenanted that,
in the event of the cancellation, termination, expiration, or surrender of the
Main Lease, the Landlord will accept the Sublessee, its successors and assigns,
as its Lessee for a period equal to the full unelapsed portion of the term of
this Sublease, including any extensions and renewals thereof, and on the same
covenants and conditions as are contained herein, and the Landlord will
thereafter become the Lessor under this lease.
(c) Insofar as the provisions of the Main Lease do not
conflict with specific provisions herein contained, they and each of them are
incorporated into this Sublease as full as if completely rewritten herein, and
the Sublessee agrees to be bound to the Sublessor by all of the terms of the
Main Lease and to assume toward Sublessor and perform all of the obligations
and responsibilities that Sublessor by the Main Lease assumes toward the
Landlord, and to indemnify and hold harmless Sublessor to the Landlord as
provided in the Main Lease. The relationship between the Sublessee and
Sublessor hereunder shall be the same as that between the Sublessor and the
Landlords under the Main Lease.
7. Notwithstanding any provision of the Main Lease to the
contrary, neither the Landlord nor the Sublessor shall be liable to Sublessee,
or any of its agents, employees, servants, or invitees, for any damage to
persons or property due to the condition or design or any defect in the
building or its mechanical systems which may exist or subsequently occur, and
Sublessee, with respect to itself and its agents, employees, servants, and
invitees, hereby expressly assumes all risks and damage to persons and
property, either proximate or remote by reason of the present or future
condition of the leased premises of the building. Sublessee agrees that it
will indemnify and hold harmless Sublessor and Landlord of, from, and against
all suits,
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claims, and actions of every kind by reasons of any breach, violation, or
nonperformance of any term or conditions on the part of the Sublessee
hereunder. Additionally, Sublessee agrees to indemnify and hold Sublessor and
Landlord harmless of, from, and against all claims, actions, damages,
liabilities, and expenses asserted against the Sublessor and/or Landlord on
account of injuries to person or damage to property when and to the extent that
any such danger or injury may be caused, either proximately or remotely, wholly
or in part by any act or omission, whether negligent or not, of Sublessee or
any of its agents, servants, employees, contractors, patrons, or invitees
(while such invitees are on the leased premises) or of any other person
entering on the leased premises under or with the expressed or implied
invitation of Sublessee, or if any such injury or damage may in any other way
arise from or out of the occupancy or use by Sublessee, its agents, employees,
and invitees, of the leased premises. This paragraph is for the benefit of the
Sublessor and Landlord of the leased premises only, and no right of action
shall accrue hereunder to any third party by way of subrogation or otherwise.
ASSIGNMENT AND SUBLETTING
8. (a) No assignment or subletting of the leased premises or
any part thereof shall be made by Sublessee without Sublessor's prior written
consent.
(b) In the event of an assignment, the assignee shall
agree in writing to assume all of the terms, covenants, and conditions of this
Sublease on Sublessee's part to be performed, and a duplicate original of such
agreement shall be delivered to Sublessor within ten (10) days following the
date of its execution or its effective date, whichever is sooner. The
liability of Sublessee hereunder and the liability of any assignee of this
lease shall survive any assignment or subletting, and such liability shall be
unaffected by any extension of time which Sublessor may grant to any assignee
or sublessee for the payment of any rent or other charges due hereunder, or for
the performance of any other term, covenant, or condition of this lease.
(c) The foregoing notwithstanding, subject to obtaining
any necessary approval by the Landlord, Sublessee may sublease or assign any
portion of the subleased premises to any of its wholly owned subsidiaries.
LEASE TERMINATION
9. Sublessee agrees that at the termination of this Sublease or
any extension thereof, an inspection of the demised premises will be made by
Sublessor and Sublessee, to determine what, if any, repairs are necessitated to
the demised premises, caused by Sublessee's occupancy thereof, normal wear and
tear excepted, and such repairs will be completed by the Sublessee within
thirty (30) days of the termination of this lease. If any such repairs are not
completed within the thirty (30) day period, Sublessor reserves the right to
complete such repairs, with contractors of Sublessor's choice, and to xxxx
Sublessee for such repairs plus an administrative fee of 15% of the charges
incurred. Sublessee agrees to pay any such charges within ten (10) days of
receipt of such invoice.
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EMINENT DOMAIN
10. If the whole or any part of the leased premises shall be taken
by any public authority under the power of eminent domain, then the term of
this Sublease shall cease on the part so taken from the date the possession of
that part shall be required for any public purpose, and the rent shall be
payable up to that day.
GENERAL
11. (a) This lease embodies the entire agreement between the
parties hereto relative to the subject matter hereof and shall not be modified,
changed, or altered in any respect except in writing.
(b) The covenants, agreements, and obligations herein
contained shall extend to, bind, and inure to the benefit not only of the
parties hereto but their successors and assigns; and where more than one party
shall be Sublessor under this lease, the word "Sublessor" whenever used in this
lease shall be deemed to include all such parties jointly and severally.
(c) Whenever under this Sublease, a provision is made for
notice of any kind, such notice shall be in writing and signed by or on behalf
of the party giving or making the same, and it shall be deemed insufficient
notice and service thereof if such notice is sent by registered or certified
mail, postage prepaid, to the address furnished for such purpose. All notices
to be given to the Sublessor hereunder shall be given to it at the address
written below, unless and until some other place is designated in writing by
Sublessor.
12. This Sublease will be governed by the laws of the State of
Georgia.
SUBLESSOR
PROFESSIONAL SALES GROUP, LTD.
a Georgia corporation
Date: By: /s/ Xxxxxx X. Xxxxx
------------------------------ ------------------------------------
Xxxxxx X. Xxxxx
------------------------------------
[Printed Name]
Signed, sealed and delivered Title: President
in the presence of: ------------------------------
0000 Xxxxxxx Xxxxx Xxxx
Xxxxx 000
----------------------------------- Xxxxxxx, Xxxxxxx 00000
Notary Public
My Commission Expires:
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SUBLESSOR
PROFESSIONAL TRANSPORTATION
GROUP, LTD.
a Georgia corporation
Date: By: /s/ Xxxxxx X. Xxxxx
------------------------------ ------------------------------------
Xxxxxx X. Xxxxx
------------------------------------
[Printed Name]
Signed, sealed and delivered Title: President
in the presence of: ------------------------------
0000 Xxxxxxx Xxxxx Xxxx
Xxxxx 000
----------------------------------- Xxxxxxx, Xxxxxxx 00000
Notary Public
My Commission Expires:
-------------
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